UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended ~~September 30, 2021~~March 31, 2022


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. 001-34063

LendingTree, Inc.

(Exact name of Registrant as specified in its charter)


Delaware						26-2414818
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

1415 Vantage Park Dr., Suite 700, Charlotte, North Carolina 28203

(Address of principal executive offices)(Zip Code)

(704) 541-5351

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value per share

TREE

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~October 22, 2021,~~April 28, 2022, there were ~~13,335,464~~12,765,718 shares of the registrant's common stock, par value $.01 per share, outstanding, excluding treasury shares.

TABLE OF CONTENTS

Table of Contents

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

LENDINGTREE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(Unaudited)


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2021		2020		2021		2020				2022		2021
		(in thousands, except per share amounts)										(in thousands, except per share amounts)
Revenue	Revenue	$	297,450	$	220,251	$	840,214	$	687,661	Revenue		$	283,178	$	272,750
Costs and expenses:	Costs and expenses:									Costs and expenses:
Cost of revenue (exclusive of depreciation and amortization shown separately below)	Cost of revenue (exclusive of depreciation and amortization shown separately below)	15,020		13,220		42,849		40,936		Cost of revenue (exclusive of depreciation and amortization shown separately below)		15,561		13,895
Selling and marketing expense	Selling and marketing expense	206,475		154,670		589,143		464,129		Selling and marketing expense		204,157		197,462
General and administrative expense	General and administrative expense	40,126		33,705		114,926		94,276		General and administrative expense		35,973		34,989
Product development	Product development	13,384		11,477		39,142		33,252		Product development		14,052		12,468
Depreciation	Depreciation	4,808		3,535		12,969		10,463		Depreciation		4,854		3,718
Amortization of intangibles	Amortization of intangibles	10,345		13,090		32,967		40,603		Amortization of intangibles		7,917		11,312
Change in fair value of contingent consideration	Change in fair value of contingent consideration	(196)		6,658		(8,249)		7,711		Change in fair value of contingent consideration		—		797
Severance		47		—		47		190
Restructuring and severance										Restructuring and severance		3,625		—
Litigation settlements and contingencies	Litigation settlements and contingencies	22		13		360		(983)		Litigation settlements and contingencies		(27)		16
Total costs and expenses	Total costs and expenses	290,031		236,368		824,154		690,577		Total costs and expenses		286,112		274,657
Operating income (loss)		7,419		(16,117)		16,060		(2,916)
Operating loss										Operating loss		(2,934)		(1,907)
Other (expense) income, net:	Other (expense) income, net:									Other (expense) income, net:
Interest expense, net	Interest expense, net	(11,826)		(16,617)		(31,881)		(26,406)		Interest expense, net		(7,505)		(10,215)
Other income		—		—		40,072		7
Other (expense) income										Other (expense) income		(1)		40,072
(Loss) income before income taxes	(Loss) income before income taxes	(4,407)		(32,734)		24,251		(29,315)		(Loss) income before income taxes		(10,440)		27,950
Income tax benefit		1		7,925		455		14,866
Income tax expense										Income tax expense		(383)		(8,638)
Net (loss) income from continuing operations	Net (loss) income from continuing operations	(4,406)		(24,809)		24,706		(14,449)		Net (loss) income from continuing operations		(10,823)		19,312
(Loss) income from discontinued operations, net of tax		(54)		166		(3,516)		(25,550)
Loss from discontinued operations, net of tax										Loss from discontinued operations, net of tax		(3)		(263)
Net (loss) income and comprehensive (loss) income	Net (loss) income and comprehensive (loss) income	$	(4,460)	$	(24,643)	$	21,190	$	(39,999)	Net (loss) income and comprehensive (loss) income		$	(10,826)	$	19,049

Weighted average shares outstanding:	Weighted average shares outstanding:									Weighted average shares outstanding:
Basic	Basic	13,268		13,033		13,194		12,992		Basic		12,901		13,070
Diluted	Diluted	13,268		13,033		13,797		12,992		Diluted		12,901		14,119
(Loss) income per share from continuing operations:	(Loss) income per share from continuing operations:									(Loss) income per share from continuing operations:
Basic	Basic	$	(0.33)	$	(1.90)	$	1.87	$	(1.11)	Basic		$	(0.84)	$	1.48
Diluted	Diluted	$	(0.33)	$	(1.90)	$	1.79	$	(1.11)	Diluted		$	(0.84)	$	1.37
(Loss) income per share from discontinued operations:
Loss per share from discontinued operations:										Loss per share from discontinued operations:
Basic	Basic	$	—	$	0.01	$	(0.27)	$	(1.97)	Basic		$	—	$	(0.02)
Diluted	Diluted	$	—	$	0.01	$	(0.25)	$	(1.97)	Diluted		$	—	$	(0.02)
Net (loss) income per share:	Net (loss) income per share:									Net (loss) income per share:
Basic	Basic	$	(0.34)	$	(1.89)	$	1.61	$	(3.08)	Basic		$	(0.84)	$	1.46
Diluted	Diluted	$	(0.34)	$	(1.89)	$	1.54	$	(3.08)	Diluted		$	(0.84)	$	1.35

The accompanying notes to consolidated financial statements are an integral part of these statements.

Table of Contents

LENDINGTREE, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited)


		September 30, 2021		December 31, 2020			March 31, 2022		December 31, 2021
		(in thousands, except par value and share amounts)					(in thousands, except par value and share amounts)
ASSETS:	ASSETS:					ASSETS:
Cash and cash equivalents	Cash and cash equivalents	$	215,277	$	169,932	Cash and cash equivalents	$	196,658	$	251,231
Restricted cash and cash equivalents	Restricted cash and cash equivalents	108		117		Restricted cash and cash equivalents	120		111
Accounts receivable (net of allowance of $1,506 and $1,402, respectively)		131,705		89,841
Accounts receivable (net of allowance of $1,803 and $1,456, respectively)						Accounts receivable (net of allowance of $1,803 and $1,456, respectively)	114,294		97,658
Prepaid and other current assets	Prepaid and other current assets	25,348		27,949		Prepaid and other current assets	26,995		25,379
Current assets of discontinued operations		—		8,570

Total current assets	Total current assets	372,438		296,409		Total current assets	338,067		374,379
Property and equipment (net of accumulated depreciation of $25,962 and $20,238, respectively)		74,929		62,381
Property and equipment (net of accumulated depreciation of $28,180 and $28,315, respectively)						Property and equipment (net of accumulated depreciation of $28,180 and $28,315, respectively)	70,680		72,477
Operating lease right-of-use assets	Operating lease right-of-use assets	79,355		84,109		Operating lease right-of-use assets	74,807		77,346
Goodwill	Goodwill	420,139		420,139		Goodwill	420,139		420,139
Intangible assets, net	Intangible assets, net	95,534		128,502		Intangible assets, net	77,847		85,763
Deferred income tax assets	Deferred income tax assets	96,679		96,224		Deferred income tax assets	127,823		87,581
Equity investment	Equity investment	121,253		80,000		Equity investment	173,140		158,140
Other non-current assets	Other non-current assets	7,109		5,334		Other non-current assets	6,969		6,942
Non-current assets of discontinued operations	Non-current assets of discontinued operations	17,093		15,892		Non-current assets of discontinued operations	—		16,589
Total assets	Total assets	$	1,284,529	$	1,188,990	Total assets	$	1,289,472	$	1,299,356

LIABILITIES:	LIABILITIES:					LIABILITIES:
Current portion of long-term debt	Current portion of long-term debt	$	163,856	$	—	Current portion of long-term debt	$	169,484	$	166,008
Accounts payable, trade	Accounts payable, trade	4,198		10,111		Accounts payable, trade	9,909		1,692
Accrued expenses and other current liabilities	Accrued expenses and other current liabilities	114,664		101,196		Accrued expenses and other current liabilities	107,881		106,731

Current liabilities of discontinued operations	Current liabilities of discontinued operations	13		536		Current liabilities of discontinued operations	4		1
Total current liabilities	Total current liabilities	282,731		111,843		Total current liabilities	287,278		274,432
Long-term debt	Long-term debt	471,991		611,412		Long-term debt	564,981		478,151
Operating lease liabilities	Operating lease liabilities	98,314		92,363		Operating lease liabilities	93,759		96,165
Non-current contingent consideration		—		8,249

Deferred income tax liabilities						Deferred income tax liabilities	2,265		2,265
Other non-current liabilities	Other non-current liabilities	411		362		Other non-current liabilities	341		351
Total liabilities	Total liabilities	853,447		824,229		Total liabilities	948,624		851,364
Commitments and contingencies (Note 14)		0		0
Commitments and contingencies (Note 13)						Commitments and contingencies (Note 13)	0		0
SHAREHOLDERS' EQUITY:	SHAREHOLDERS' EQUITY:					SHAREHOLDERS' EQUITY:
Preferred stock $.01 par value; 5,000,000 shares authorized; none issued or outstanding	Preferred stock $.01 par value; 5,000,000 shares authorized; none issued or outstanding	—		—		Preferred stock $.01 par value; 5,000,000 shares authorized; none issued or outstanding	—		—
Common stock $.01 par value; 50,000,000 shares authorized; 15,969,376 and 15,766,193 shares issued, respectively, and 13,328,058 and 13,124,875 shares outstanding, respectively		160		158
Common stock $.01 par value; 50,000,000 shares authorized; 16,119,648 and 16,070,720 shares issued, respectively, and 12,764,182 and 13,095,149 shares outstanding, respectively						Common stock $.01 par value; 50,000,000 shares authorized; 16,119,648 and 16,070,720 shares issued, respectively, and 12,764,182 and 13,095,149 shares outstanding, respectively	161		161
Additional paid-in capital	Additional paid-in capital	1,233,802		1,188,673		Additional paid-in capital	1,145,038		1,242,794
Accumulated deficit	Accumulated deficit	(619,719)		(640,909)		Accumulated deficit	(538,173)		(571,794)
Treasury stock; 2,641,318 shares		(183,161)		(183,161)
Treasury stock; 3,355,466 and 2,975,571 shares, respectively						Treasury stock; 3,355,466 and 2,975,571 shares, respectively	(266,178)		(223,169)
Total shareholders' equity	Total shareholders' equity	431,082		364,761		Total shareholders' equity	340,848		447,992
Total liabilities and shareholders' equity	Total liabilities and shareholders' equity	$	1,284,529	$	1,188,990	Total liabilities and shareholders' equity	$	1,289,472	$	1,299,356

The accompanying notes to consolidated financial statements are an integral part of these statements.

Table of Contents

LENDINGTREE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

(Unaudited)


				Common Stock							Treasury Stock						Common Stock							Treasury Stock
		Total		Number of Shares	Amount		Additional Paid-in Capital		Accumulated Deficit		Number of Shares	Amount			Total		Number of Shares	Amount		Additional Paid-in Capital		Accumulated Deficit		Number of Shares	Amount
		(in thousands)													(in thousands)
Balance as of December 31, 2020		$	364,761	15,766	$	158	$	1,188,673	$	(640,909)	2,641	$	(183,161)
Balance as of December 31, 2021														Balance as of December 31, 2021	$	447,992	16,071	$	161	$	1,242,794	$	(571,794)	2,976	$	(223,169)
Net income and comprehensive income	Net income and comprehensive income	19,049		—	—		—		19,049		—	—		Net income and comprehensive income	(10,826)		—	—		—		(10,826)		—	—
Non-cash compensation	Non-cash compensation	16,436		—	—		16,436		—		—	—		Non-cash compensation	15,080		—	—		15,080		—		—	—
Purchase of treasury stock														Purchase of treasury stock	(43,009)		—	—		—		—		379	(43,009)
Issuance of common stock for stock options, restricted stock awards and restricted stock units, net of withholding taxes														Issuance of common stock for stock options, restricted stock awards and restricted stock units, net of withholding taxes	(3,086)		49	—		(3,086)		—		—	—
Cumulative effect adjustment due to ASU 2020-06														Cumulative effect adjustment due to ASU 2020-06	(65,303)		—	—		(109,750)		44,447		—	—

Issuance of common stock for stock options, restricted stock awards and restricted stock units, net of withholding taxes		(4,801)		31	—		(4,801)		—		—	—
Other		(2)		—	—		(2)		—		—	—
Balance as of March 31, 2021		$	395,443	15,797	$	158	$	1,200,306	$	(621,860)	2,641	$	(183,161)
Net income and comprehensive income		6,601		—	—		—		6,601		—	—
Non-cash compensation		18,294		—	—		18,294		—		—	—
Balance as of March 31, 2022														Balance as of March 31, 2022	$	340,848	16,120	$	161	$	1,145,038	$	(538,173)	3,355	$	(266,178)

Issuance of common stock for stock options, restricted stock awards and restricted stock units, net of withholding taxes		30		159	2		28		—		—	—

Balance as of June 30, 2021		$	420,368	15,956	$	160	$	1,218,628	$	(615,259)	2,641	$	(183,161)
Net loss and comprehensive loss		(4,460)		—	—		—		(4,460)		—	—
Non-cash compensation		17,074		—	—		17,074		—		—	—

Issuance of common stock for stock options, restricted stock awards and restricted stock units, net of withholding taxes		(1,894)		13	—		(1,894)		—		—	—
Other		(6)		—	—		(6)		—		—	—
Balance as of September 30, 2021		$	431,082	15,969	$	160	$	1,233,802	$	(619,719)	2,641	$	(183,161)

~~Table of Contents~~

Common Stock Treasury Stock
Total Number
of Shares Amount Additional
Paid-in
Capital Accumulated
Deficit Number
of Shares Amount
(in thousands)
Balance as of December 31, 2019 $ 402,326 15,677 $ 157 $ 1,177,984 $ (592,654) 2,641 $ (183,161)
Net income and comprehensive income 14,401 — — — 14,401 — —
Non-cash compensation 11,917 — — 11,917 — — —
Issuance of common stock for stock options, restricted stock awards and restricted stock units, net of withholding taxes (5,087) 27 — (5,087) — — —
Other — — — (1) 1 — —
Balance as of March 31, 2020 $ 423,557 15,704 $ 157 $ 1,184,813 $ (578,252) 2,641 $ (183,161)
Net loss and comprehensive loss (29,757) — — — (29,757) — —
Non-cash compensation 13,158 — — 13,158 — — —
Issuance of common stock for stock options, restricted stock awards and restricted stock units, net of withholding taxes (981) 27 — (981) — — —
Balance as of June 30, 2020 $ 405,977 15,731 $ 157 $ 1,196,990 $ (608,009) 2,641 $ (183,161)
Net loss and comprehensive loss (24,643) — — — (24,643) — —
Non-cash compensation 14,161 — — 14,161 — — —
Issuance of common stock for stock options, restricted stock awards and restricted stock units, net of withholding taxes 4,646 28 1 4,645 — — —
Issuance of 0.50% Convertible Senior Notes, net 116,300 — — 116,300 — — —
Repurchase of 0.625% Convertible Senior Notes, net (107,882) — — (107,882) — — —
Convertible note hedge transactions (14,379) — — (14,379) — — —
Warrant transactions (33,171) — — (33,171) — — —
Balance as of September 30, 2020 $ 361,009 15,759 $ 158 $ 1,176,664 $ (632,652) 2,641 $ (183,161)


			Common Stock							Treasury Stock
	Total		Number of Shares	Amount		Additional Paid-in Capital		Accumulated Deficit		Number of Shares	Amount
	(in thousands)
Balance as of December 31, 2020	$	364,761	15,766	$	158	$	1,188,673	$	(640,909)	2,641	$	(183,161)
Net income and comprehensive income	19,049		—	—		—		19,049		—	—
Non-cash compensation	16,436		—	—		16,436		—		—	—

Issuance of common stock for stock options, restricted stock awards and restricted stock units, net of withholding taxes	(4,801)		31	—		(4,801)		—		—	—
Other	(2)		—	—		(2)		—		—	—
Balance as of March 31, 2021	$	395,443	15,797	$	158	$	1,200,306	$	(621,860)	2,641	$	(183,161)

The accompanying notes to consolidated financial statements are an integral part of these statements.

Table of Contents

LENDINGTREE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


		Nine Months Ended September 30,					Three Months Ended March 31,
		2021		2020			2022		2021
		(in thousands)					(in thousands)
Cash flows from operating activities attributable to continuing operations:	Cash flows from operating activities attributable to continuing operations:					Cash flows from operating activities attributable to continuing operations:
Net income (loss) and comprehensive income (loss)		$	21,190	$	(39,999)
Net (loss) income and comprehensive (loss) income						Net (loss) income and comprehensive (loss) income	$	(10,826)	$	19,049
Less: Loss from discontinued operations, net of tax	Less: Loss from discontinued operations, net of tax	3,516		25,550		Less: Loss from discontinued operations, net of tax	3		263
Income (loss) from continuing operations		24,706		(14,449)
Adjustments to reconcile income (loss) from continuing operations to net cash provided by operating activities attributable to continuing operations:
Net (loss) income from continuing operations						Net (loss) income from continuing operations	(10,823)		19,312
Adjustments to reconcile net (loss) income from continuing operations to net cash provided by operating activities attributable to continuing operations:						Adjustments to reconcile net (loss) income from continuing operations to net cash provided by operating activities attributable to continuing operations:
Loss on impairments and disposal of assets	Loss on impairments and disposal of assets	2,651		686		Loss on impairments and disposal of assets	431		348
Amortization of intangibles	Amortization of intangibles	32,967		40,603		Amortization of intangibles	7,917		11,312
Depreciation	Depreciation	12,969		10,463		Depreciation	4,854		3,718
Non-cash compensation expense	Non-cash compensation expense	51,804		39,236		Non-cash compensation expense	15,080		16,436
Deferred income taxes	Deferred income taxes	(455)		(15,489)		Deferred income taxes	326		8,638
Change in fair value of contingent consideration	Change in fair value of contingent consideration	(8,249)		7,711		Change in fair value of contingent consideration	—		797
Unrealized gain on investments		(40,072)		—
Gain on investments						Gain on investments	—		(40,072)
Bad debt expense	Bad debt expense	1,823		1,314		Bad debt expense	850		516
Amortization of debt issuance costs	Amortization of debt issuance costs	3,756		2,241		Amortization of debt issuance costs	2,467		1,275
Write-off of previously-capitalized debt issuance costs		1,066		—

Amortization of debt discount	Amortization of debt discount	22,297		12,429		Amortization of debt discount	879		7,346
Loss on extinguishment of debt		—		7,768

Reduction in carrying amount of ROU asset, offset by change in operating lease liabilities	Reduction in carrying amount of ROU asset, offset by change in operating lease liabilities	13,015		2,490		Reduction in carrying amount of ROU asset, offset by change in operating lease liabilities	(49)		7,132
Changes in current assets and liabilities:	Changes in current assets and liabilities:					Changes in current assets and liabilities:
Accounts receivable	Accounts receivable	(43,688)		15,541		Accounts receivable	(17,488)		(33,743)
Prepaid and other current assets	Prepaid and other current assets	(2,762)		(335)		Prepaid and other current assets	(3,666)		(915)
Accounts payable, accrued expenses and other current liabilities	Accounts payable, accrued expenses and other current liabilities	7,537		(9,733)		Accounts payable, accrued expenses and other current liabilities	9,320		7,154
Current contingent consideration		—		(2,670)

Income taxes receivable	Income taxes receivable	10,322		65		Income taxes receivable	48		(89)
Other, net	Other, net	(794)		(1,655)		Other, net	(146)		(240)
Net cash provided by operating activities attributable to continuing operations	Net cash provided by operating activities attributable to continuing operations	88,893		96,216		Net cash provided by operating activities attributable to continuing operations	10,000		8,925
Cash flows from investing activities attributable to continuing operations:	Cash flows from investing activities attributable to continuing operations:					Cash flows from investing activities attributable to continuing operations:
Capital expenditures	Capital expenditures	(30,515)		(20,386)		Capital expenditures	(3,465)		(10,553)

Equity investment	Equity investment	(1,180)		(80,000)		Equity investment	(15,000)		(1,180)

Net cash used in investing activities attributable to continuing operations	Net cash used in investing activities attributable to continuing operations	(31,695)		(100,386)		Net cash used in investing activities attributable to continuing operations	(18,465)		(11,733)
Cash flows from financing activities attributable to continuing operations:	Cash flows from financing activities attributable to continuing operations:					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	Payments related to net-share settlement of stock-based compensation, net of proceeds from exercise of stock options	(6,666)		(1,421)		Payments related to net-share settlement of stock-based compensation, net of proceeds from exercise of stock options	(3,085)		(4,801)
Proceeds from the issuance of 0.50% Convertible Senior Notes		—		575,000
Repurchase of 0.625% Convertible Senior Notes		—		(233,862)
Payment for convertible note hedge on the 0.50% Convertible Senior Notes		—		(124,200)
Termination of convertible note hedge on the 0.625% Convertible Senior Notes		—		109,881
Proceeds from the sale of warrants related to the 0.50% Convertible Senior Notes		—		61,180
Termination of warrants related to the 0.625% Convertible Senior Notes		—		(94,292)
Net repayment of revolving credit facility		—		(75,000)
Purchase of treasury stock						Purchase of treasury stock	(43,009)		—

Payment of debt issuance costs	Payment of debt issuance costs	(5,995)		(16,398)		Payment of debt issuance costs	(4)		(168)
Payment of original issue discount on undrawn term loan		(2,500)		—
Contingent consideration payments		—		(3,330)

Other financing activities	Other financing activities	(31)		(183)		Other financing activities	—		(31)
Net cash (used in) provided by financing activities attributable to continuing operations		(15,192)		197,375
Total cash provided by continuing operations		42,006		193,205
Net cash used in financing activities attributable to continuing operations						Net cash used in financing activities attributable to continuing operations	(46,098)		(5,000)
Total cash used in continuing operations						Total cash used in continuing operations	(54,563)		(7,808)
Discontinued operations:	Discontinued operations:					Discontinued operations:
Net cash provided by (used in) operating activities attributable to discontinued operations		3,330		(66,171)
Total cash provided by (used in) discontinued operations		3,330		(66,171)
Net increase in cash, cash equivalents, restricted cash and restricted cash equivalents		45,336		127,034
Net cash used in operating activities attributable to discontinued operations						Net cash used in operating activities attributable to discontinued operations	(1)		(71)
Total cash used in discontinued operations						Total cash used in discontinued operations	(1)		(71)
Net decrease in cash, cash equivalents, restricted cash and restricted cash equivalents						Net decrease in cash, cash equivalents, restricted cash and restricted cash equivalents	(54,564)		(7,879)
Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of period	Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of period	170,049		60,339		Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of period	251,342		170,049
Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period	Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period	$	215,385	$	187,373	Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period	$	196,778	$	162,170

The accompanying notes to consolidated financial statements are an integral part of these statements.

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LENDINGTREE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1—ORGANIZATION

Company Overview

LendingTree, Inc. is the parent of LT Intermediate Company, LLC, which holds all of the outstanding ownership interests of LendingTree, LLC, and LendingTree, LLC owns several companies (collectively, "LendingTree" or the "Company").

LendingTree operates what it believes to be the leading online consumer platform that connects consumers with the choices they need to be confident in their financial decisions. The Company offers consumers tools and resources, including free credit scores, that facilitate comparison-shopping for mortgage loans, home equity loans and lines of credit, reverse mortgage loans, auto loans, credit cards, deposit accounts, personal loans, student loans, small business loans, insurance quotes, sales of insurance policies and other related offerings. The Company primarily seeks to match in-market consumers with multiple providers on its marketplace who can provide them with competing quotes for loans, deposit products, insurance or other related offerings they are seeking. The Company also serves as a valued partner to lenders and other providers seeking an efficient, scalable and flexible source of customer acquisition with directly measurable benefits, by matching the consumer inquiries it generates with these providers.

The consolidated financial statements include the accounts of LendingTree and all its wholly-owned entities, except Home Loan Center, Inc. ("HLC") subsequent to its bankruptcy filing on July 21, 2019 which resulted in the Company's loss of a controlling interest in HLC under applicable accounting standards. Intercompany transactions and accounts have been eliminated. The HLC Bankruptcy case was closed on July 14, 2021. The HLC entity was legally dissolved in the first quarter of 2022. See Note ~~17—~~16—Discontinued Operations for additional information. ~~Intercompany transactions and accounts have been eliminated.~~

Discontinued Operations

The LendingTree Loans business, which consisted of originating various consumer mortgage loans through HLC (the "LendingTree Loans Business"), is presented as discontinued operations in the accompanying consolidated balance sheets, consolidated statements of operations and comprehensive income and consolidated statements of cash flows for all periods presented. The notes accompanying these consolidated financial statements reflect the Company's continuing operations and, unless otherwise noted, exclude information related to the discontinued operations. See Note 1716—Discontinued Operations for additional information.

Basis of Presentation

The accompanying unaudited interim consolidated financial statements as of ~~September 30, 2021~~March 31, 2022 and for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020,~~ respectively, have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission ("SEC"). In the opinion of management, the unaudited interim consolidated financial statements have been prepared on the same basis as the audited financial statements, and include all adjustments, consisting only of normal recurring adjustments, necessary for the fair statement of the Company's financial position for the periods presented. The results for the three ~~and nine~~ months ended ~~September 30, 2021~~March 31, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, ~~2021,~~2022, or any other period. The accompanying consolidated balance sheet as of December 31, ~~2020~~2021 was derived from audited financial statements included in the Company's annual report on Form 10-K for the year ended December 31, ~~2020~~2021 (the ~~"2020~~"2021 Annual Report"). The accompanying consolidated financial statements do not include all of the information and footnotes required by GAAP for annual financial statements. Accordingly, they should be read in conjunction with the audited financial statements and notes thereto included in the ~~2020~~2021 Annual Report.

NOTE 2—SIGNIFICANT ACCOUNTING POLICIES

Accounting Estimates

Management is required to make certain estimates and assumptions during the preparation of the consolidated financial statements in accordance with GAAP. These estimates and assumptions impact the reported amount of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the consolidated financial statements. They also impact the reported amount of net earnings during any period. Actual results could differ from those estimates.

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LENDINGTREE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Significant estimates underlying the accompanying consolidated financial statements, including discontinued operations, include: the recoverability of long-lived assets, goodwill and intangible assets; the determination of income taxes payable and deferred income taxes, including related valuation allowances; fair value of assets acquired in a business combination; contingent consideration related to business combinations; litigation accruals; HLC ownership related claims; contract assets; various other allowances, reserves and accruals; assumptions related to the determination of stock-based compensation; and the determination of right-of-use assets and lease liabilities.

The Company considered the impact of the COVID-19 pandemic on the assumptions and estimates used when preparing its financial statements including, but not limited to, the allowance for doubtful accounts, valuation allowances, contract asset and contingent consideration. These assumptions and estimates may change as new events occur and additional information is obtained. If economic conditions caused by the COVID-19 pandemic do not recover as currently estimated by management, such future changes may have an adverse impact on the Company's results of operations, financial position and liquidity.

Certain Risks and Concentrations

LendingTree's business is subject to certain risks and concentrations including dependence on third-party technology providers, exposure to risks associated with online commerce security and credit card fraud.

Financial instruments, which potentially subject the Company to concentration of credit risk at ~~September 30, 2021,~~March 31, 2022, consist primarily of cash and cash equivalents and accounts receivable, as disclosed in the consolidated balance sheet. Cash and cash equivalents are in excess of Federal Deposit Insurance Corporation insurance limits, but are maintained with quality financial institutions of high credit. The Company requires certain Network Partners to maintain security deposits with the Company, which in the event of non-payment, would be applied against any accounts receivable outstanding.

Due to the nature of the mortgage lending industry, interest rate fluctuations may negatively impact future revenue from the Company's marketplace.

Lenders and lead purchasers participating on the Company's marketplace can offer their products directly to consumers through brokers, mass marketing campaigns or through other traditional methods of credit distribution. These lenders and lead purchasers can also offer their products online, either directly to prospective borrowers, through one or more online competitors, or both. If a significant number of potential consumers are able to obtain loans and other products from Network Partners without utilizing the Company's services, the Company's ability to generate revenue may be limited. Because the Company does not have exclusive relationships with the Network Partners whose loans and other financial products are offered on its online marketplace, consumers may obtain offers from these Network Partners without using its service.

Other than a support services office in India, the Company's operations are geographically limited to and dependent upon the economic condition of the United States.

Litigation Settlements and Contingencies

Litigation settlements and contingencies consists of expenses related to actual or anticipated litigation settlements.

Recently Adopted Accounting Pronouncements

In May 2021, the FASB issued ASU 2021-04 to clarify and reduce diversity in accounting for modifications or exchanges of freestanding equity-classified written call options that remain equity classified after modification or exchange. The amendments clarify that a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange should be accounted for as an exchange of the original instrument for a new instrument. This ASU is effective for annual and interim reporting periods beginning after December 15, 2021. Early adoption is permitted, including adoption in interim periods. The amendments should be applied prospectively to modifications or exchanges occurring on or after the date of adoption. The Company adopted ASU 2021-04 in the second quarter of 2021.

In December 2019, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2019-12, which simplifies the accounting for income taxes by removing certain exceptions to the general principles in ASC Topic 740, Income Taxes, and clarifies certain aspects of the current guidance to improve consistency among reporting entities. This ASU is effective for annual and interim reporting periods beginning after December 15, 2020. Early adoption was permitted, including adoption in interim periods. Entities electing early adoption were required to adopt all amendments in the same period. Most amendments require prospective application while others are to be applied on a retrospective basis for all

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~~LENDINGTREE, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

periods presented or a modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. The Company adopted ASU 2019-12 in the first quarter of 2021. The amendments applicable to the Company required prospective application, and do not have material impacts to its consolidated financial statements.

~~Recently Issued Accounting Pronouncements~~

In August 2020, the FASB issued ASU 2020-06, which simplifies the accounting for convertible instruments, amends the derivatives scope exception guidance for contracts in an entity’s own equity, and amends the related earnings-per-share guidance. Under the new guidance, the embedded conversion features are no longer separated from the host contract for convertible instruments with conversion features that are not required to be accounted for as derivatives under Topic 815, or that do not result in substantial premiums accounted for as paid-in capital. As a result, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost, as long as no other features require bifurcation and recognition as derivatives. Additionally, the new guidance requires the if-converted method to be applied for all convertible instruments when calculating diluted earnings per share. This ASU is effective for annual and interim reporting periods beginning after December 15, ~~2021. Early~~2021, with early adoption is permitted for ~~fiscal years~~periods beginning after December 15, ~~2020, including adoption in interim periods. An entity should adopt the guidance as of the beginning of its annual fiscal year.~~2020. An entity may adopt the amendments through either a modified retrospective method of transition or a fully retrospective method of transition.

The Company ~~expects~~adopted ASU 2020-06 on January 1, 2022 using the ~~amendments~~modified retrospective transition approach and recognized the cumulative effect of initially applying ASU 2020-06 as a $44.4 million adjustment to the opening balance of accumulated deficit, comprised of $60.8 million for the interest adjustment net of $16.4 million for the related tax impacts. The recombination of the equity conversion component of our convertible debt remaining outstanding caused a reduction in

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LENDINGTREE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

additional paid-in capital and an increase in deferred income tax assets. The removal of the remaining debt discounts recorded for this previous separation had the effect of increasing our net debt balance. ASU 2020-06 also requires the dilutive impact ~~its~~of convertible ~~senior notes~~debt instruments to utilize the if-converted method when calculating diluted earnings per share and ~~warrants~~the result is more dilutive. The prior period consolidated financial statements have not been retrospectively adjusted and continue to be reported under the accounting standards in effect for those periods. See Note 12—Debt for further information.

The cumulative effect of the changes made to the consolidated January 1, 2022 balance sheet for the adoption of ASU 2020-06 were as follows (in thousands):


	December 31, 2021		Adjustments due to ASU 2020-06		January 1, 2022
Assets:
Deferred income tax assets	$	87,581	$	23,979	$	111,560

Liabilities:
Current portion of long-term debt	$	166,008	$	3,213	$	169,221
Long-term debt	478,151		86,069		564,220

Shareholders' equity:
Additional paid-in capital	$	1,242,794	$	(109,750)	$	1,133,044
Accumulated deficit	(571,794)		44,447		(527,347)

The adoption of ASU 2020-06 did not impact our cash flows or compliance with debt covenants.

Recently Issued Accounting Pronouncements

The Company has considered the applicability of recently issued accounting pronouncements by the Financial Accounting Standards Board and ~~is evaluating the~~have determined that they are not applicable or are not expected to have a material impact ~~this ASU will have~~ on ~~its~~our consolidated financial statements.

NOTE 3—REVENUE

Revenue is as follows (in thousands):


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2021		2020		2021		2020				2022		2021
Home	Home	$	112,422	$	78,859	$	345,408	$	232,156	Home		$	101,944	$	128,125
Credit cards	Credit cards	26,914		6,656		66,975		65,436		Credit cards		29,822		17,637
Personal loans	Personal loans	33,803		12,505		73,879		52,841		Personal loans		35,210		14,868
Other Consumer	Other Consumer	39,294		29,216		92,740		87,142		Other Consumer		36,036		25,402
Total Consumer	Total Consumer	100,011		48,377		233,594		205,419		Total Consumer		101,068		57,907
Insurance	Insurance	84,837		92,500		260,714		248,156		Insurance		80,038		86,614
Other	Other	180		515		498		1,930		Other		128		104
Total revenue	Total revenue	$	297,450	$	220,251	$	840,214	$	687,661	Total revenue		$	283,178	$	272,750

The Company derives its revenue primarily from match fees and closing fees. Revenue is recognized when performance obligations under the terms of a contract with a customer are satisfied and promised services have transferred to the customer. The Company's services are generally transferred to the customer at a point in time.

Revenue from Home products is primarily generated from upfront match fees paid by mortgage Network Partners that receive a loan request, and in some cases upfront fees for clicks or call transfers. Match fees and upfront fees for clicks and call transfers are earned through the delivery of loan requests that originated through the Company's websites or affiliates. The

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LENDINGTREE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Company recognizes revenue at the time a loan request is delivered to the customer, provided that no significant obligations remain. The Company's contractual right to the match fee consideration is contemporaneous with the satisfaction of the performance obligation to deliver a loan request to the customer.

Revenue from Consumer products is generated by match and other upfront fees for clicks or call transfers, as well as from closing fees, approval fees and upfront service and subscription fees. Closing fees are derived from lenders on certain auto loans, business loans, personal loans and student loans when the lender funds a loan with the consumer. Approval fees are derived from credit card issuers when the credit card consumer receives card approval from the credit card issuer. Upfront service fees and subscription fees are derived from consumers in the Company's credit services product. Upfront fees paid by consumers are recognized as revenue over the estimated time the consumer will remain a customer and receive services. Subscription fees are recognized over the period a consumer is receiving services.

The Company recognizes revenue on closing fees and approval fees at the point when a loan request or a credit card consumer is delivered to the customer. The Company's contractual right to closing fees and approval fees is not contemporaneous with the satisfaction of the performance obligation to deliver a loan request or a credit card consumer to the customer. As such, the Company records a contract asset at each reporting period-end related to the estimated variable

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~~LENDINGTREE, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

consideration on closing fees and approval fees for which the Company has satisfied the related performance obligation but are still pending the loan closing or credit card approval before the Company has a contractual right to payment. This estimate is based on the Company's historical closing rates and historical time between when a consumer request for a loan or credit card is delivered to the lender or card issuer and when the loan is closed by the lender or approved by the card issuer.

Revenue from the Company's Insurance products is primarily generated from upfront match fees and upfront fees for website clicks or fees for calls. Match fees and upfront fees for clicks and call transfers are earned through the delivery of consumer requests that originated through the Company's websites or affiliates. The Company recognizes revenue at the time a consumer request is delivered to the customer, provided that no significant obligations remain. The Company's contractual right to the match fee consideration is contemporaneous with the satisfaction of the performance obligation to deliver a consumer request to the customer.

The contract asset recorded within prepaid and other current assets on the consolidated balance sheets related to estimated variable consideration in the Company's Consumer business was ~~$7.9~~$9.7 million and ~~$6.4~~$9.1 million at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, respectively.

The contract liability recorded within accrued expenses and other current liabilities on the consolidated balance sheets related to upfront fees paid by consumers in the Company's Consumer business was $1.0 million and ~~$0.7~~$0.8 million at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, respectively. During the first ~~nine months~~quarter of ~~2021,~~2022, the Company recognized revenue of $0.7 million that was included in the contract liability balance at December 31, ~~2020.~~2021. During the first ~~nine months~~quarter of ~~2020,~~2021, the Company recognized revenue of $0.6 million that was included in the contract liability balance at December 31, ~~2019.~~2020.

Revenue recognized in any reporting period includes estimated variable consideration for which the Company has satisfied the related performance obligations but are still pending the occurrence or non-occurrence of a future event outside the Company's control (such as lenders providing loans to consumers or credit card approvals of consumers) before the Company has a contractual right to payment. The Company recognized increases to such revenue from prior periods of ~~$0.4~~$0.2 million and ~~$0.6~~$0.3 million in the ~~third~~first quarters of ~~2021~~2022 and ~~2020,~~2021, respectively.

NOTE 4—CASH AND RESTRICTED CASH

Total cash, cash equivalents, restricted cash and restricted cash equivalents consist of the following (in thousands):


		September 30, 2021		December 31, 2020			March 31, 2022		December 31, 2021
Cash and cash equivalents	Cash and cash equivalents	$	215,277	$	169,932	Cash and cash equivalents	$	196,658	$	251,231
Restricted cash and cash equivalents	Restricted cash and cash equivalents	108		117		Restricted cash and cash equivalents	120		111
Total cash, cash equivalents, restricted cash and restricted cash equivalents	Total cash, cash equivalents, restricted cash and restricted cash equivalents	$	215,385	$	170,049	Total cash, cash equivalents, restricted cash and restricted cash equivalents	$	196,778	$	251,342

NOTE 5—ALLOWANCE FOR DOUBTFUL ACCOUNTS

Accounts receivable are stated at amounts due from customers, net of an allowance for doubtful accounts.

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LENDINGTREE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The Company determines its allowance for doubtful accounts by considering a number of factors, including the length of time accounts receivable are past due, previous loss history, current and expected economic conditions and the specific customer's current and expected ability to pay its obligation. Accounts receivable are considered past due when they are outstanding longer than the contractual payment terms. Accounts receivable are written off when management deems them uncollectible.

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~~LENDINGTREE, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

A reconciliation of the beginning and ending balances of the allowance for doubtful accounts is as follows (in thousands):


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2021		2020		2021		2020				2022		2021
Balance, beginning of the period	Balance, beginning of the period	$	1,473	$	1,756	$	1,402	$	1,466	Balance, beginning of the period		$	1,456	$	1,402
Charges to earnings	Charges to earnings	678		365		1,823		1,314		Charges to earnings		850		516
Write-off of uncollectible accounts receivable	Write-off of uncollectible accounts receivable	(645)		(483)		(1,724)		(1,152)		Write-off of uncollectible accounts receivable		(503)		(494)
Recoveries collected	Recoveries collected	—		—		5		10		Recoveries collected		—		5
Balance, end of the period	Balance, end of the period	$	1,506	$	1,638	$	1,506	$	1,638	Balance, end of the period		$	1,803	$	1,429

NOTE 6—GOODWILL AND INTANGIBLE ASSETS

The balance of goodwill, net and intangible assets, net is as follows (in thousands):


		September 30, 2021		December 31, 2020			March 31, 2022		December 31, 2021
Goodwill	Goodwill	$	903,227	$	903,227	Goodwill	$	903,227	$	903,227
Accumulated impairment losses	Accumulated impairment losses	(483,088)		(483,088)		Accumulated impairment losses	(483,088)		(483,088)
Net goodwill	Net goodwill	$	420,139	$	420,139	Net goodwill	$	420,139	$	420,139

Intangible assets with indefinite lives	Intangible assets with indefinite lives	$	10,142	$	10,142	Intangible assets with indefinite lives	$	10,142	$	10,142
Intangible assets with definite lives, net	Intangible assets with definite lives, net	85,392		118,360		Intangible assets with definite lives, net	67,705		75,621
Total intangible assets, net	Total intangible assets, net	$	95,534	$	128,502	Total intangible assets, net	$	77,847	$	85,763

Goodwill and Indefinite-Lived Intangible Assets

The Company's goodwill at each of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021 consists of $59.3 million associated with the Home segment, $166.1 million associated with the Consumer segment, and $194.7 million associated with the Insurance segment.

Intangible assets with indefinite lives relate to the Company's trademarks.

Intangible Assets with Definite Lives

Intangible assets with definite lives relate to the following (in thousands):

Cost Accumulated
Amortization Net
Technology $ 87,700 $ (64,069) $ 23,631
Customer lists 77,300 (23,141) 54,159
Trademarks and tradenames 16,000 (11,326) 4,674
Website content 27,100 (24,172) 2,928
Balance at September 30, 2021 $ 208,100 $ (122,708) $ 85,392


		Cost		Accumulated Amortization		Net			Cost		Accumulated Amortization		Net
Technology	Technology	$	87,700	$	(48,166)	$	39,534	Technology	$	83,500	$	(70,236)	$	13,264
Customer lists	Customer lists	77,300		(18,560)		58,740		Customer lists	77,300		(26,195)		51,105
Trademarks and tradenames	Trademarks and tradenames	17,200		(9,947)		7,253		Trademarks and tradenames	11,700		(8,364)		3,336
Website content		43,200		(30,367)		12,833
Balance at December 31, 2020		$	225,400	$	(107,040)	$	118,360

Balance at March 31, 2022								Balance at March 31, 2022	$	172,500	$	(104,795)	$	67,705

1211

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LENDINGTREE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


	Cost		Accumulated Amortization		Net
Technology	$	87,700	$	(69,369)	$	18,331
Customer lists	77,300		(24,668)		52,632
Trademarks and tradenames	11,700		(7,767)		3,933
Website content	26,100		(25,375)		725
Balance at December 31, 2021	$	202,800	$	(127,179)	$	75,621

Amortization of intangible assets with definite lives is computed on a straight-line basis and, based on balances as of ~~September 30, 2021,~~March 31, 2022, future amortization is estimated to be as follows (in thousands):


	Amortization Expense
Remainder of current year	$	~~9,770~~
~~Year ending December 31, 2022~~	~~25,256~~17,339
Year ending December 31, 2023	8,602
Year ending December 31, 2024	6,747
Year ending December 31, 2025	6,259
Year ending December 31, 2026	5,504
Thereafter	~~28,758~~23,254
Total intangible assets with definite lives, net	$	~~85,392~~67,705

NOTE 7—EQUITY INVESTMENT

In January 2022, the Company acquired an equity interest in EarnUp Inc. ("EarnUp") for $15.0 million. The company is a consumer-first mortgage payment platform that intelligently automates loan payment scheduling and helps consumers better manage their money and improve their financial well-being.

On February 28, 2020, the Company acquired an equity interest in Stash Financial, Inc. (“Stash”) for $80.0 million. On January 6, 2021, the Company acquired additional equity interest for $1.2 million. On October 18, 2021, the Company entered into a stock transfer agreement with third parties to sell a portion of its Stash equity securities for $46.3 million. The Company sold $35.3 million in October and closed on an additional $11.0 million in November 2021. The Company recorded a realized gain of $27.9 million based on the sale of Stash equity securities under the stock transfer agreement, which is included within other income on the consolidated statement of operations and comprehensive income. Stash is a consumer investing and banking platform. Stash brings together banking, investing, and financial services education into one seamless experience offering a full suite of personal investment accounts, traditional and Roth IRAs, custodial investment accounts, and banking services, including checking accounts and debit cards with a Stock-Back® rewards program.

The ~~Stash~~ equity securities do not have a readily determinable fair value and, upon acquisition, the Company elected the measurement alternative to value its securities. The ~~Stash~~ equity securities will be carried at cost and subsequently marked to market upon observable market events with any gains or losses recorded to the consolidated statement of operations and comprehensive income. ~~During the first nine months of~~In 2021, the Company recorded a net unrealized gain on the investment in Stash of ~~$40.1~~$95.4 million as a result of an adjustment to the fair value of the Stash equity securities based on observable market events, which is included within other income on the consolidated statement of operations and comprehensive income.

As of ~~September 30, 2021,~~March 31, 2022, there have been no impairments to the acquisition cost of the ~~Stash~~ equity securities.

~~See~~ ~~Note 18—Subsequent Event for additional information.~~

~~NOTE 8—BUSINESS ACQUISITIONS~~

~~Changes in Contingent Consideration~~

In 2018, the Company acquired all of the outstanding equity interests of QuoteWizard.com, LLC (“QuoteWizard”) and Ovation Credit Services, Inc. (“Ovation”). During 2020, the Company made the final earnout payment related to the achievement of certain defined operating metrics for Ovation.

In 2017, the Company acquired certain assets of Snap Capital LLC, which does business under the name SnapCap (“SnapCap”). During 2020, the Company made the final earnout payments related to the achievement of certain defined earnings targets for SnapCap.

The Company could make an earnout payment ranging from zero to $23.4 million based on the achievement of certain defined performance targets for QuoteWizard during the final earnout period ending October 31, 2021. As of September 30, 2021, this remaining earnout payment is not expected to be made and no liability has been recorded in the accompanying consolidated balance sheet. ~~See~~ ~~Note 15—Fair Value Measurements for additional information.~~

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LENDINGTREE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

~~Changes in the fair value of contingent consideration is summarized as follows (in thousands)~~:

Three Months Ended
September 30, Nine Months Ended
September 30,
2021 2020 2021 2020
QuoteWizard $ (196) $ 6,568 $ (8,249) $ 6,364
Ovation — 90 — 1,270
SnapCap — — — 77
Total changes in fair value of contingent consideration $ (196) $ 6,658 $ (8,249) $ 7,711

~~Any differences in the actual contingent consideration payments will be recorded in operating income in the consolidated statements of operations and comprehensive income.~~

NOTE 9—8—ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consist of the following (in thousands):


		September 30, 2021		December 31, 2020			March 31, 2022		December 31, 2021
Accrued advertising expense	Accrued advertising expense	$	64,932	$	54,045	Accrued advertising expense	$	65,778	$	59,150
Accrued compensation and benefits	Accrued compensation and benefits	14,951		14,081		Accrued compensation and benefits	12,394		16,330
Accrued professional fees	Accrued professional fees	3,727		1,869		Accrued professional fees	1,127		1,887
Customer deposits and escrows	Customer deposits and escrows	7,401		8,153		Customer deposits and escrows	8,209		7,546
Contribution to LendingTree Foundation	Contribution to LendingTree Foundation	3,333		3,333		Contribution to LendingTree Foundation	—		3,333
Current lease liabilities	Current lease liabilities	8,579		5,375		Current lease liabilities	8,561		8,595
Other	Other	11,741		14,340		Other	11,812		9,890
Total accrued expenses and other current liabilities	Total accrued expenses and other current liabilities	$	114,664	$	101,196	Total accrued expenses and other current liabilities	$	107,881	$	106,731

NOTE ~~10—~~9—SHAREHOLDERS' EQUITY

Basic and diluted income per share was determined based on the following share data (in thousands):


		Three Months Ended September 30,		Nine Months Ended September 30,			Three Months Ended March 31,
		2021	2020	2021	2020			2022	2021
Weighted average basic common shares	Weighted average basic common shares	13,268	13,033	13,194	12,992	Weighted average basic common shares		12,901	13,070
Effect of stock options	Effect of stock options	—	—	452	—	Effect of stock options		—	658
Effect of dilutive share awards	Effect of dilutive share awards	—	—	96	—	Effect of dilutive share awards		—	118
Effect of Convertible Senior Notes and warrants	Effect of Convertible Senior Notes and warrants	—	—	55	—	Effect of Convertible Senior Notes and warrants		—	273
Weighted average diluted common shares	Weighted average diluted common shares	13,268	13,033	13,797	12,992	Weighted average diluted common shares		12,901	14,119

For the ~~third~~first quarter of ~~2021, as well as the third quarter and first nine months of 2020,~~2022, the Company had losses from continuing operations and, as a result, no potentially dilutive securities were included in the denominator for computing diluted loss per share, because the impact would have been anti-dilutive. Accordingly, the weighted average basic shares outstanding was used to compute loss per share. Approximately ~~0.4~~0.3 million shares related to potentially dilutive securities were excluded from the calculation of diluted loss per share for the ~~third~~first quarter of ~~2021~~2022 because their inclusion would have been anti-dilutive. Approximately 1.3 million and 1.1 million shares related to potentially dilutive securities were excluded from the calculation of diluted loss per share for the third quarter and first nine months of 2020, respectively.

For the ~~third~~first quarter of ~~2021,~~2022, the weighted average shares that were anti-dilutive, and therefore excluded from the calculation of diluted income per share, included options to purchase 0.9 million shares of common stock and 0.2 million restricted stock units.

For the first ~~nine months~~quarter of 2021, the weighted average shares that were anti-dilutive, and therefore excluded from the calculation of diluted income per share, included options to purchase ~~0.4~~0.3 million shares of common ~~stock and 0.1 million restricted stock units.~~

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~~LENDINGTREE, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

For the third quarter and first nine months of 2020, the weighted average shares that were anti-dilutive included options to purchase 0.1 million and 0.2 million shares of common stock, respectively.stock.

The convertible notes and the warrants issued by the Company could be converted into the Company’s common stock, subject to certain contingencies. See Note ~~13—~~12—Debt for additional information. ~~Shares~~On January 1, 2022, the Company adopted ASU 2020-06 using the modified retrospective method. Following the adoption, the if-converted method is used for diluted net income per share calculation of our convertible notes. Prior to the adoption of ASU 2020-06 the dilutive impact of the convertible notes was calculated using the treasury stock method. See Note 2—Significant Accounting Policies for additional information.

Approximately 2.1 million shares related to the potentially dilutive shares of the Company's common stock associated with the 0.50% Convertible Senior Notes due July 15, 2025 and the 0.625% Convertible Senior Notes due June 1, 2022 were excluded from the calculation of diluted ~~shares~~loss per share for the ~~third~~first quarter of ~~2021 as they were anti-dilutive since the conversion price of the notes was greater than the average market price of the Company’s common stock during the period.~~2022 because their inclusion would have been anti-dilutive. Shares of the Company's ~~common~~ stock associated with the warrants issued by the Company in 2017 and 2020 were excluded from the calculation of diluted ~~shares~~loss per share for the ~~third~~first quarter ~~and first nine months~~ of ~~2021~~2022 as they were anti-dilutive since the the strike price of the warrants was greater than the average market price of the Company's common stock during ~~these periods. Shares of~~ the Company's common stock associated with the 0.50% Convertible Senior Notes due July 15, 2025 and the warrants issued by the Company in 2020 were excluded from the calculation of diluted shares for all periods presented, as they were anti-dilutive since the conversion price of the notes and the strike price of the warrants were greater than the average market price of the Company's common stock during these periods.period.

~~During the third quarter of 2021, the Company implemented an~~The employee stock purchase plan ~~which~~ did not have a material impact to the calculation of diluted shares.

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~~See~~

LENDINGTREE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

~~Note 11—Stock-Based Compensation for additional information.~~

Common Stock Repurchases

In each of February 2018 and February 2019, the board of directors authorized and the Company announced the repurchase of up to $100.0 million and $150.0 million, respectively, of LendingTree's common stock. In the first quarter of 2022, the Company purchased 379,895 shares of its common stock pursuant to this stock repurchase program. There were no repurchases of the Company's common stock during the first ~~nine months of 2021 and 2020.~~quarter 2021. At ~~September 30, 2021,~~March 31, 2022, approximately ~~$179.7~~$96.7 million of the previous authorizations to repurchase common stock remain available.

NOTE ~~11—~~10—STOCK-BASED COMPENSATION

Non-cash compensation related to equity awards is included in the following line items in the accompanying consolidated statements of operations and comprehensive income (in thousands):


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2021		2020		2021		2020				2022		2021
Cost of revenue	Cost of revenue	$	371	$	372	$	1,231	$	947	Cost of revenue		$	393	$	397
Selling and marketing expense	Selling and marketing expense	1,805		1,678		5,583		4,431		Selling and marketing expense		2,039		1,802
General and administrative expense	General and administrative expense	13,233		10,356		38,658		29,208		General and administrative expense		9,600		12,171
Product development	Product development	1,665		1,755		6,332		4,650		Product development		1,965		2,066
Restructuring and severance										Restructuring and severance		1,083		—
Total non-cash compensation	Total non-cash compensation	$	17,074	$	14,161	$	51,804	$	39,236	Total non-cash compensation		$	15,080	$	16,436

Stock Options

A summary of changes in outstanding stock options is as follows:

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, 2021 924,710 $ 111.82
Granted (b)
70,968 241.84
Exercised (156,113) 7.17
Forfeited (13,063) 261.62
Expired (35) 371.25
Options outstanding at September 30, 2021 826,467 140.38 4.87 $ 50,380
Options exercisable at September 30, 2021 547,177 $ 72.09 2.91 $ 50,380

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~~LENDINGTREE, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~


	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, 2022	676,293	$	169.71
Granted (b)	130,428	114.28
Exercised	—	—
Forfeited	(10,010)	258.09
Expired	(811)	278.83
Options outstanding at March 31, 2022	795,900	159.41		5.85	$	25,773
Options exercisable at March 31, 2022	485,638	$	126.88	3.77	$	24,985

(a)The aggregate intrinsic value represents the total pre-tax intrinsic value (the difference between the Company's closing stock price of ~~$139.83~~$119.67 on the last trading day of the quarter ended ~~September 30, 2021~~March 31, 2022 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 ~~September 30, 2021.~~March 31, 2022. The intrinsic value changes based on the market value of the Company's common stock.

(b)During the ~~nine~~three months ended ~~September 30, 2021,~~March 31, 2022, the Company granted stock options to certain employees ~~and members of the board of directors~~ with a weighted average grant date fair value per share of ~~$129.21,~~$58.60, calculated using the Black-Scholes option pricing model, ~~which~~with a vesting ~~periods include (a) immediate vesting on grant date (b) earlier~~period of ~~one year from grant date and the Company's annual meeting of stockholders for 2022 and (c)~~ three years from grant date.

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LENDINGTREE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For purposes of determining stock-based compensation expense, the weighted average grant date fair value per share of the stock options was estimated using the Black-Scholes option pricing model, which requires the use of various key assumptions. The weighted average assumptions used are as follows:


Expected term (1)			~~5.00 -~~ 6.00 years
Expected dividend (2)			—
Expected volatility (3)			53 - ~~59%~~56%
Risk-free interest rate (4)			~~0.59~~1.62 - ~~1.07%~~1.79%

(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 ~~2021,~~2022, 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.

Stock Options with Market Conditions

A summary of changes in outstanding stock options with market conditions at target is as follows:


		Number of Options with Market Conditions	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value(a)			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)				(per option)		(in years)	(in thousands)
Options outstanding at January 1, 2021		700,209	$	236.01
Options outstanding at January 1, 2022								Options outstanding at January 1, 2022	700,209	$	236.01
Granted	Granted	—	—					Granted	—	—
Exercised	Exercised	—	—					Exercised	—	—
Forfeited	Forfeited	—	—					Forfeited	—	—
Expired	Expired	—	—					Expired	(13,163)	378.95
Options outstanding at September 30, 2021		700,209	236.01		7.00	$	—
Options exercisable at September 30, 2021		—	$	—	0.00	$	—
Options outstanding at March 31, 2022								Options outstanding at March 31, 2022	687,046	233.27		6.51	$	—
Options exercisable at March 31, 2022								Options exercisable at March 31, 2022	—	$	—	0.00	$	—

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~~LENDINGTREE, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

A maximum of ~~1,169,349~~1,147,367 shares may be earned for achieving superior performance up to 167% of the target number of shares. As of ~~September 30, 2021,~~March 31, 2022, performance-based nonqualified stock options with a market condition of 481,669 had been earned, which have a vest date of September 30, 2022.

~~Restricted Stock Units~~

~~A summary of changes in outstanding nonvested restricted stock units ("RSUs") is as follows:~~

RSUs
Number of Units Weighted Average Grant Date Fair Value
(per unit)
Nonvested at January 1, 2021 194,686 $ 289.82
Granted 230,785 221.59
Vested (79,325) 299.60
Forfeited (45,848) 266.99
Nonvested at September 30, 2021 300,298 $ 238.28

~~Restricted Stock Units with Performance Conditions~~

~~A summary of changes in outstanding nonvested RSUs with performance conditions is as follows:~~

RSUs with Performance Conditions
Number of Units Weighted Average Grant Date Fair Value
(per unit)
Nonvested at January 1, 2021 6,328 $ 223.90
Granted — —
Vested — —
Forfeited — —
Nonvested at September 30, 2021 6,328 $ 223.90

~~Restricted Stock Awards with Performance Conditions~~

~~A summary of changes in outstanding nonvested restricted stock awards ("RSAs") with performance conditions is as follows:~~

RSAs with Performance Conditions
Number of Awards Weighted Average Grant Date Fair Value
(per unit)
Nonvested at January 1, 2021 23,804 $ 340.25
Granted — —
Vested (17,853) 340.25
Forfeited — —
Nonvested at September 30, 2021 5,951 $ 340.25

1715

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LENDINGTREE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Restricted Stock Units

A summary of changes in outstanding nonvested restricted stock units ("RSUs") is as follows:


	RSUs
	Number of Units	Weighted Average Grant Date Fair Value
		(per unit)
Nonvested at January 1, 2022	308,068	$	226.55
Granted	321,998	113.55
Vested	(75,786)	280.44
Forfeited	(26,687)	215.35
Nonvested at March 31, 2022	527,593	$	150.41

Restricted Stock Awards with Market Conditions

A summary of changes in outstanding nonvested RSAs with market conditions at target is as follows:


		RSAs with Market Conditions				RSAs with Market Conditions
		Number of Awards	Weighted Average Grant Date Fair Value			Number of Awards	Weighted Average Grant Date Fair Value
			(per unit)				(per unit)
Nonvested at January 1, 2021		26,674	$	340.25
Nonvested at January 1, 2022					Nonvested at January 1, 2022	26,674	$	340.25
Granted	Granted	—	—		Granted	—	—
Vested	Vested	—	—		Vested	—	—
Forfeited	Forfeited	—	—		Forfeited	—	—
Nonvested at September 30, 2021		26,674	$	340.25
Nonvested at March 31, 2022					Nonvested at March 31, 2022	26,674	$	340.25

A maximum of 44,545 shares may be earned for achieving superior performance up to 167% of the target number of shares. As of ~~September 30, 2021,~~March 31, 2022, performance-based restricted stock awards with a market condition of 29,601 had been earned, which have a vest date of September 30, 2022.

Employee Stock Purchase Plan

~~During the third quarter of~~In 2021, the Company implemented an employee stock purchase plan ("ESPP"), under which a total of 262,731 shares of the Company's common stock ~~have been~~were reserved for issuance. As of March 31, 2022, 257,188 shares of common stock were available for issuance under the ESPP. The ESPP is a tax-qualified plan under Section 423 of the Internal Revenue Code. Under the terms of the ESPP, eligible employees are granted options to purchase shares of the Company's common stock at 85% of the lesser of (1) the fair market value at time of grant or (2) the fair market value at time of exercise. The offering periods and purchase periods are typically six-month periods ending on June 30 and December 31 of each year. No shares were issued under the ESPP during the ~~third~~first quarter of ~~2021.~~2022.

During the ~~nine~~three months ended ~~September 30, 2021,~~March 31, 2022, the Company granted employee stock purchase rights to certain employees with a grant date fair value per share of ~~$42.39,~~$35.43, calculated using the Black-Scholes option pricing model. For purposes of determining stock-based compensation expense, the grant date fair value per share estimated using the Black-Scholes option pricing model required the use of the following key assumptions:


Expected term (1)	~~0.33~~0.50 years
Expected dividend (2)	—
Expected volatility (3)	4649	%
Risk-free interest rate (4)	~~0.05~~0.19	%

(1)The expected term was calculated using the time period between the grant date and the purchase date.

(2)No dividends are expected to be paid, resulting in a zero expected dividend rate.

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LENDINGTREE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(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 employee stock purchase rights, in effect at the grant date.

NOTE ~~12—~~11—INCOME TAXES

Three Months Ended
September 30, Nine Months Ended
September 30,
2021 2020 2021 2020
(in thousands, except percentages)
Income tax benefit $ 1 $ 7,925 $ 455 $ 14,866
Effective tax rate — % 24.2 % (1.9) % 50.7 %

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~~LENDINGTREE, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~


	Three Months Ended March 31,
		2022			2021
		(in thousands, except percentages)
Income tax expense		$	(383)		$	(8,638)
Effective tax rate		(3.7)		%	30.9		%

For the ~~third~~first quarter ~~and first nine months~~ of ~~2021,~~2022, the effective tax rate varied from the federal statutory rate of 21% ~~in part~~primarily due to an excess tax expense of ~~$0.9~~$2.5 million, ~~and an excess tax benefit of $7.4 million, respectively,~~ resulting from ~~employee exercises of stock options and vesting of restricted stock in accordance with ASU 2016-09 and the effect of state taxes.~~

For the third quarter and first nine months of 2020, the effective tax rate varied from the federal statutory rate of 21% in part due to a tax benefit of $0.2 million and $2.0 million, respectively, recognized for excess tax benefits resulting from employee exercises of stock options and vesting of restricted stock in accordance with ASU 2016-09 and the effect of state taxes. For the first quarter of 2021, the effective tax rate varied from the federal statutory rate of 21% primarily due to the effect of state taxes.

The Company determines its estimated annual effective tax rate at the end of each interim period based on estimated pre-tax income (loss) and facts known at that time. The estimated annual effective tax rate is applied to the year-to-date pre-tax income (loss) at the end of each interim period with certain adjustments. The tax effects of significant unusual or extraordinary items are reflected as discrete adjustments in the periods in which they occur. However, if the Company is unable to make a reliable estimate of its annual effective tax rate, then the actual effective tax rate for the ~~first nine~~year-to-date period may be the best estimate. For the three months ~~of 2020 was also impacted by~~ended March 31, 2021, the Company determined that its annual effective tax rate approach would provide a reliable estimate and therefore used its historical method to calculate its tax ~~benefit of $6.1 million~~provision. However, for the ~~impact of the Coronavirus Aid, Relief, and Economic Security ("CARES") Act, as described below.~~

Onthree months ended March 27, 2020, President Trump signed into law the CARES Act. This legislation is an economic relief package in response to the public health and economic impacts of COVID-19 and includes various provisions that impact31, 2022, the Company ~~including, but~~used a discrete effective tax rate method as it was determined that the effective tax rate determined using the forecast of ordinary income or loss does not ~~limited~~reasonably estimate the effective tax rate to ~~modifications for net operating losses, accelerated timeframe for refunds associated with prior minimum taxes~~be applied to year-to-date pre-tax income (loss), and ~~modifications of the limitation on business interest.~~

~~The Company revalued deferred tax assets related to net operating losses~~any small changes would result in ~~light of the~~significant changes in the ~~CARES Act and recorded a net~~estimated annual effective tax benefit of $6.1 million during the first nine months of 2020. These deferred tax assets are being revalued, as they have been carried back to 2016 and 2017, which are tax periods prior to the Tax Cuts and Jobs Act ("TCJA") when the federal statutory tax rate was 35% versus the 21% federal statutory tax rate in effect after the enactment of the TCJA.rate.

Three Months Ended
September 30, Nine Months Ended
September 30,
2021 2020 2021 2020
(in thousands)
Income tax benefit (expense) - excluding excess tax (expense) benefit on stock compensation and CARES Act $ 939 $ 7,750 $ (6,900) $ 6,780
Excess tax (expense) benefit on stock compensation (938) 175 7,355 1,982
Income tax benefit from CARES Act — — — 6,104
Income tax benefit $ 1 $ 7,925 $ 455 $ 14,866


	Three Months Ended March 31,
		2022		2021
		(in thousands)
Income tax expense - excluding excess tax benefit on stock compensation		$	2,085	$	(8,670)
Excess tax (expense) benefit on stock compensation		(2,468)		32

Income tax expense		$	(383)	$	(8,638)

NOTE ~~13—~~12—DEBT

Convertible Senior Notes

2025 Notes

On July 24, 2020, the Company issued $575.0 million aggregate principal amount of its 0.50% Convertible Senior Notes due July 15, 2025 (the “2025 Notes”) in a private placement. The issuance included $75.0 million aggregate principal amount of 2025 Notes under a 13-day purchase option which was exercised in full. The 2025 Notes bear interest at a rate of 0.50% per year, payable semi-annually on January 15 and July 15 of each year, beginning on January 15, 2021. The 2025 Notes will mature on July 15, 2025, unless earlier repurchased, redeemed or converted.

The initial conversion rate of the 2025 Notes is 2.1683 shares of the Company's common stock per $1,000 principal amount of 2025 Notes (which is equivalent to an initial conversion price of approximately $461.19 per share). The conversion rate will be subject to adjustment upon the occurrence of certain specified events but will not be adjusted for accrued and unpaid interest. In addition, upon the occurrence of a make-whole fundamental change prior to the maturity of the 2025 Notes or if the Company issues a notice of redemption for the 2025 Notes, the Company will, in certain circumstances, increase the conversion

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LENDINGTREE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

rate by a specified number of additional shares for a holder that elects to convert the 2025 Notes in connection with such make-whole fundamental change or to convert its 2025 Notes called for redemption, as the case may be. Upon conversion, the 2025 Notes will settle for cash, shares of the Company’s stock, or a combination thereof, at the Company’s option. It is the intent of the Company to settle the principal amount of the 2025 Notes in cash and any conversion premium in shares of its common stock.

The 2025 Notes are the Company’s senior unsecured obligations and will rank senior in right of payment to any of the Company’s indebtedness that is expressly subordinated in right of payment to the 2025 Notes; equal in right of payment to any

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~~LENDINGTREE, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

of the Company’s unsecured indebtedness that is not so subordinated; effectively junior in right of payment to any of the Company’s secured indebtedness, including borrowings under the senior secured revolving credit facility, described below, to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities (including trade payables) of the Company’s subsidiaries.

Prior to the close of business on the business day immediately preceding March 13, 2025, the 2025 Notes will be convertible at the option of the holders thereof only under the following circumstances:

•during any calendar quarter commencing after the calendar quarter ending on September 30, 2020 (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 5 business day period after any 5 consecutive trading day period in which, for each trading day of that period, the trading price (as defined in the 2025 Notes) per $1,000 principal amount of 2025 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;

•if the Company calls such 2025 Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date, but only with respect to the notes called for redemption; or

•upon the occurrence of specified corporate events including but not limited to a fundamental change.

Holders of the 2025 Notes were not entitled to convert the 2025 Notes during the calendar quarter ended ~~September 30, 2021~~March 31, 2022 as the last reported sale price of the Company's common stock, for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on ~~June 30,~~December 31, 2021, was not greater than or equal to 130% of the conversion price of the 2025 Notes on each applicable trading day. Holders of the 2025 Notes are not entitled to convert the 2025 Notes during the calendar quarter ended ~~December 31, 2021~~June 30, 2022 as the last reported sale price of the Company's common stock, for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on ~~September 30, 2021,~~March 31, 2022, was not greater than or equal to 130% of the conversion price of the 2025 Notes on each applicable trading day.

On or after March 13, 2025, until the close of business on the second scheduled trading day immediately preceding the maturity date of the 2025 Notes, holders of the 2025 Notes may convert all or a portion of their 2025 Notes regardless of the foregoing conditions.

The Company may not redeem the 2025 Notes prior to July 20, 2023. On or after July 20, 2023 and before the 41st scheduled trading day immediately before the maturity date, the Company may redeem for cash all or a portion of the 2025 Notes, at its option, 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 (and including the last trading day of such period) ending on, and including the last trading day immediately preceding the date of notice of redemption is greater than or equal to 130% of the conversion price on each applicable trading day. The redemption price will be equal to 100% of the principal amount of the 2025 Notes to be redeemed, plus any accrued and unpaid interest to, but excluding, the redemption date. No sinking fund is provided for the 2025 Notes.

Upon the occurrence of a fundamental change prior to the maturity date of the 2025 Notes, holders of the 2025 Notes may require the Company to repurchase all or a portion of the 2025 Notes for cash at a price equal to 100% of the principal amount of the 2025 Notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date.

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LENDINGTREE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

If the market price per share of the common stock, as measured under the terms of the 2025 Notes, exceeds the conversion price of the 2025 Notes, the 2025 Notes could have a dilutive effect, unless the Company elects, subject to certain conditions, to settle the principal amount of the 2025 Notes and any conversion premium in cash.

Accounting for the Notes After Adoption of ASU 2020-06

The Company adopted ASU 2020-06 on January 1, 2022 as further described in Note 2—Significant Accounting Policies. Following the adoption of ASU 2020-06, the 2025 Notes are recorded as a single unit within liabilities on the consolidated balance sheets as the conversion features within the 2025 Notes are not derivatives that require bifurcation and the 2025 Notes do not involve a substantial premium. Debt issuance costs to issue the 2025 Notes were recorded as direct deduction from the related liability and amortized to interest expense over the term of Notes. The new guidance also requires the if-converted method to be applied for all convertible instruments when calculating diluted earnings per share. See Note 2—Significant Accounting Policies for additional information.

Accounting for the Notes Before Adoption of ASU 2020-06

The initial measurement of convertible debt instruments that may be settled in cash iswas separated into a debt and an equity component whereby the debt component iswas based on the fair value of a similar instrument that does not contain an equity conversion option. The separate components of debt and equity of the Company’s 2025 Notes were determined using an

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~~LENDINGTREE, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

interest rate of 5.30%, which reflects the nonconvertible debt borrowing rate of the Company at the date of issuance. As a result, the initial components of debt and equity were $455.6 million and $119.4 million, respectively. Financing costs related to the issuance of the 2025 Notes were approximately $15.1 million, of which $12.0 million were allocated to the liability component and are being amortized to interest expense over the term of the debt and $3.1 million were allocated to the equity component.

In the first ~~nine months~~quarter of ~~2021,~~2022, the Company recorded interest expense on the 2025 Notes of ~~$20.3~~$1.5 million which consisted of ~~$2.2~~$0.7 million associated with the 0.50% coupon rate ~~$16.4 million associated with the accretion of the debt discount,~~ and ~~$1.7~~$0.8 million associated with the amortization of the debt issuance costs. In the first ~~nine months~~quarter of ~~2020,~~2021, the Company recorded interest expense on the 2025 Notes of ~~$4.9~~$6.8 million which consisted of ~~$0.5~~$0.7 million associated with the 0.50% coupon rate, ~~$4.0~~$5.5 million associated with the accretion of the debt discount, and ~~$0.4~~$0.6 million associated with the amortization of the debt issuance costs. ~~The debt discount is being amortized over the term of the debt.~~

As of ~~September 30, 2021,~~March 31, 2022, the fair value of the 2025 Notes is estimated to be approximately ~~$500.5~~$471.5 million using the Level 1 observable input of the last quoted market price ~~for the quarter ended September 30, 2021.~~on March 31, 2022.

A summary of the gross carrying amount, unamortized debt cost, debt issuance costs and net carrying value of the liability component of the 2025 Notes, all of which is recorded as a non-current liability in the ~~September 30, 2021~~March 31, 2022 consolidated balance sheet, are as follows (in thousands):


		September 30, 2021		December 31, 2020			March 31, 2022		December 31, 2021
Gross carrying amount	Gross carrying amount	$	575,000	$	575,000	Gross carrying amount	$	575,000	$	575,000
Unamortized debt discount	Unamortized debt discount	93,591		110,110		Unamortized debt discount	—		87,994
Debt issuance costs	Debt issuance costs	9,418		11,056		Debt issuance costs	10,019		8,855
Net carrying amount	Net carrying amount	$	471,991	$	453,834	Net carrying amount	$	564,981	$	478,151

2022 Notes

On May 31, 2017, the Company issued $300.0 million aggregate principal amount of its 0.625% Convertible Senior Notes due June 1, 2022 (the “2022 Notes”) in a private placement. The 2022 Notes bear interest at a rate of 0.625% per year, payable semi-annually on June 1 and December 1 of each year, beginning on December 1, 2017. The 2022 Notes will mature on June 1, 2022, unless earlier repurchased or converted.

The initial conversion rate of the 2022 Notes is 4.8163 shares of the Company's common stock per $1,000 principal amount of 2022 Notes (which is equivalent to an initial conversion price of approximately $207.63 per share). The conversion rate will be subject to adjustment upon the occurrence of certain specified events but will not be adjusted for accrued and unpaid interest. In addition, upon the occurrence of a make-whole fundamental change prior to the maturity of the 2022 Notes, the Company will, in certain circumstances, increase the conversion rate by a specified number of additional shares for a holder that elects to

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convert the 2022 Notes in connection with such make-whole fundamental change. Upon conversion, the 2022 Notes will settle for cash, shares of the Company’s stock, or a combination thereof, at the Company’s option. It is the intent of the Company to settle the principal amount of the 2022 Notes in cash and any conversion premium in shares of its common stock.

The 2022 Notes are the Company’s senior unsecured obligations and will rank senior in right of payment to any of the Company’s indebtedness that is expressly subordinated in right of payment to the 2022 Notes; equal in right of payment to any of the Company’s unsecured indebtedness that is not so subordinated; effectively junior in right of payment to any of the Company’s secured indebtedness, including borrowings under the senior secured credit facility, described below, to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities (including trade payables) of the Company’s subsidiaries.

Prior to the close of business on the business day immediately preceding February 1, 2022, the 2022 Notes will be convertible at the option of the holders thereof only under the following circumstances:

•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

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immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day;

•during the 5 business day period after any 5 consecutive trading day period in which, for each trading day of that period, the trading price (as defined in the 2022 Notes) per $1,000 principal amount of 2022 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.

Holders of the 2022 Notes were not entitled to convert the 2022 Notes during the calendar quarter ended September 30, 2021 as the last reported sale price of the Company's common stock, for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on June 30, 2021, was not greater than or equal to 130% of the conversion price of the 2022 Notes on each applicable trading day. Holders of the 2022 Notes are not entitled to convert the 2022 Notes during the calendar quarter ended December 31, 2021 as the last reported sale price of the Company's common stock, for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on September 30, 2021, was not greater than or equal to 130% of the conversion price of the 2022 Notes on each applicable trading day.

On or after February 1, 2022, until the close of business on the second scheduled trading day immediately preceding the maturity date of the 2022 Notes, holders of the 2022 Notes may convert all or a portion of their 2022 Notes regardless of the foregoing conditions.

The Company may not redeem the 2022 Notes prior to the maturity date and no sinking fund is provided for the 2022 Notes. Upon the occurrence of a fundamental change prior to the maturity date of the 2022 Notes, holders of the 2022 Notes may require the Company to repurchase all or a portion of the 2022 Notes for cash at a price equal to 100% of the principal amount of the 2022 Notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date.

If the market price per share of the common stock, as measured under the terms of the 2022 Notes, exceeds the conversion price of the 2022 Notes, the 2022 Notes could have a dilutive effect, unless the Company elects, subject to certain conditions, to settle the principal amount of the 2022 Notes and any conversion premium in cash.

Accounting for the Notes After Adoption of ASU 2020-06

The Company adopted ASU 2020-06 on January 1, 2022 as further described in Note 2—Significant Accounting Policies. Following the adoption of ASU 2020-06, the 2022 Notes are recorded as a single unit within liabilities on the consolidated balance sheets as the conversion features within the 2022 Notes are not derivatives that require bifurcation and the 2022 Notes do not involve a substantial premium. Debt issuance costs to issue the 2022 Notes were recorded as direct deduction from the related liability and amortized to interest expense over the term of Notes. The new guidance also requires the if-converted method to be applied for all convertible instruments when calculating diluted earnings per share. See Note 2—Significant Accounting Policies for additional information.

Accounting for the Notes Before Adoption of ASU 2020-06

The separate components of debt and equity of the Company’s 2022 Notes were determined using an interest rate of 5.36%, which reflects the nonconvertible debt borrowing rate of the Company at the date of issuance. As a result, the initial components of debt and equity were $238.4 million and $61.6 million, respectively. Financing costs related to the issuance of the 2022 Notes were approximately $9.3 million, of which $7.4 million were allocated to the liability component and are being amortized to interest expense over the term of the debt and $1.9 million were allocated to the equity component.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

On July 24, 2020, the Company used approximately $234.0 million of the net proceeds from the issuance of the 2025 Notes to repurchase approximately $130.3 million principal amount of the 2022 Notes, including the payment of accrued and unpaid interest of approximately $0.1 million, through separate transactions with certain holders of the 2022 Notes. Of the consideration paid, $126.0 million was allocated to the extinguishment of the liability component of the notes, while the remaining $107.9 million was allocated to the reacquisition of the equity component and recorded as a reduction to additional paid-in capital in the consolidated statement of shareholders’ equity. The Company recognized a loss on debt extinguishment of $7.8 million in the third quarter of 2020, which is included in interest expense, net in the consolidated statements of operations and comprehensive income.

In the first ~~nine months~~quarter of ~~2021,~~2022, the Company recorded interest expense on the 2022 Notes of ~~$7.1~~$0.5 million which consisted of ~~$0.8~~$0.3 million associated with the 0.625% coupon rate ~~$5.6 million associated with the accretion of the debt discount,~~ and ~~$0.7~~$0.2 million associated with the amortization of the debt issuance costs. In the first ~~nine months~~quarter of ~~2020,~~2021, the Company recorded interest expense on the 2022 Notes of ~~$10.7~~$2.3 million which consisted of ~~$1.3~~$0.3 million associated with the 0.625% coupon rate, ~~$8.4~~$1.8 million associated with the accretion of the debt discount, and ~~$1.0~~$0.2 million associated with the amortization of the debt issuance costs. ~~The debt discount is being amortized over the term of the debt.~~

As of ~~September 30, 2021,~~March 31, 2022, the fair value of the 2022 Notes is estimated to be approximately ~~$167.3~~$168.4 million using the Level 1 observable input of the last quoted market price ~~for the quarter ended September 30, 2021.~~

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on March 31, 2022.

A summary of the gross carrying amount, unamortized debt cost, debt issuance costs and net carrying value of the liability component of the 2022 Notes, all of which is recorded as a current liability in the ~~September 30, 2021~~March 31, 2022 consolidated balance sheet, are as follows (in thousands):


		September 30, 2021		December 31, 2020			March 31, 2022		December 31, 2021
Gross carrying amount	Gross carrying amount	$	169,659	$	169,690	Gross carrying amount	$	169,659	$	169,659
Unamortized debt discount	Unamortized debt discount	5,182		10,815		Unamortized debt discount	—		3,260
Debt issuance costs	Debt issuance costs	621		1,297		Debt issuance costs	175		391
Net carrying amount	Net carrying amount	$	163,856	$	157,578	Net carrying amount	$	169,484	$	166,008

Convertible Note Hedge and Warrant Transactions

2020 Hedge and Warrants

On July 24, 2020, in connection with the issuance of the 2025 Notes, the Company entered into Convertible Note Hedge (the “2020 Hedge”) and warrant transactions with respect to the Company’s common stock. The Company used approximately $63.0 million of the net proceeds from the 2025 Notes to pay for the cost of the 2020 Hedge, after such cost was partially offset by the proceeds from the warrant transactions.

On July 24, 2020, the Company paid $124.2 million to the counterparties for the 2020 Hedge transactions. The 2020 Hedge transactions cover 1.2 million shares of the Company’s common stock, the same number of shares initially underlying the 2025 Notes, and are exercisable upon any conversion of the 2025 Notes. The 2020 Hedge transactions are expected generally to reduce the potential dilution to the Company's common stock upon conversion of the 2025 Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of the converted 2025 Notes, as the case may be, in the event that the market price per share of common stock, as measured under the terms of the 2020 Hedge transactions, is greater than the strike price of the 2020 Hedge transactions, which initially corresponds to the initial conversion price of the 2025 Notes, or approximately $461.19 per share of common stock. The 2020 Hedge transactions will expire upon the maturity of the Notes.

On July 24, 2020, the Company sold to the counterparties, warrants (the “2020 Warrants”) to acquire 1.2 million shares of the Company's common stock at an initial strike price of $709.52 per share, which represents a premium of 100% over the last reported sale price of the common stock of $354.76 on July 21, 2020. On July 24, 2020, the Company received aggregate proceeds of approximately $61.2 million from the sale of the 2020 Warrants. If the market price per share of the common stock, as measured under the terms of the 2020 Warrants, exceeds the strike price of the 2020 Warrants, the 2020 Warrants could have a dilutive effect, unless the Company elects, subject to certain conditions, to settle the 2020 Warrants in cash.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The 2020 Hedge and 2020 Warrants transactions are indexed to, and potentially settled in, the Company's common stock and the net cost of $63.0 million has been recorded as a reduction to additional paid-in capital in the consolidated statement of shareholders’ equity.

2017 Hedge and Warrants

On May 31, 2017, in connection with the issuance of the 2022 Notes, the Company entered into Convertible Note Hedge (the “2017 Hedge”) and warrant transactions with respect to the Company’s common stock. The Company used approximately $18.1 million of the net proceeds from the 2022 Notes to pay for the cost of the 2017 Hedge, after such cost was partially offset by the proceeds from the warrant transactions.

On May 31, 2017, the Company paid $61.5 million to the counterparties for the 2017 Hedge transactions. The 2017 Hedge transactions initially covered 1.4 million shares of the Company’s common stock, the same number of shares initially underlying the 2022 Notes, and are exercisable upon any conversion of the 2022 Notes. The 2017 Hedge transactions are expected generally to reduce the potential dilution to the Company's common stock upon conversion of the 2022 Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of the converted 2022 Notes, as the case may be, in the event that the market price per share of common stock, as measured under the terms of the 2017 Hedge transactions, is greater than the strike price of the 2017 Hedge transactions, which initially corresponds to the initial conversion price of the 2022 Notes, or approximately $207.63 per share of common stock. The 2017 Hedge transactions will expire upon the maturity of the Notes.

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On May 31, 2017, the Company sold to the counterparties, warrants (the “2017 Warrants”) to acquire 1.4 million shares of the Company's common stock at an initial strike price of $266.39 per share, which represents a premium of 70% over the last reported sale price of the common stock of $156.70 on May 24, 2017. On May 31, 2017, the Company received aggregate proceeds of approximately $43.4 million from the sale of the 2017 Warrants. If the market price per share of the common stock, as measured under the terms of the 2017 Warrants, exceeds the strike price of the 2017 Warrants, the 2017 Warrants could have a dilutive effect, unless the Company elects, subject to certain conditions, to settle the 2017 Warrants in cash.

The 2017 Hedge and 2017 Warrants transactions are indexed to, and potentially settled in, the Company's common stock and the net cost of $18.1 million was recorded as a reduction to additional paid-in capital in the consolidated statement of shareholders’ equity.

To the extent of the repurchases of the 2022 Notes noted above, the Company entered into agreements with the counterparties for the 2017 Hedge and 2017 Warrants transactions to terminate a portion of these call spread transactions effective July 24, 2020 in notional amounts corresponding to the principal amount of the 2022 Notes repurchased. Subsequent to such termination, the outstanding portion of the 2017 Hedge covers 0.8 million shares of the Company's common stock and 2017 Warrants to acquire 0.8 million shares of the Company's common stock remain outstanding. The Company received $109.9 million and paid $94.3 million as a result of terminating such portions of the 2017 Hedge and 2017 Warrants, respectively. The net $15.6 million has been recorded as an increase to additional paid-in capital in the consolidated statement of shareholders’ equity.

Credit Facility

On September 15, 2021, the Company entered into a credit agreement (the “Credit Agreement”), consisting of a $200.0 million revolving credit facility (the “Revolving Facility”), which matures on September 15, 2026, and a $250.0 million delayed draw term loan facility (the “Term Loan Facility” and together with the Revolving Facility, the “Credit Facility”), which matures on September 15, 2028 to the extent the loans thereunder will be drawn. The delayed draw commitments under the Term Loan Facility will be available until June 1, 2022. The proceeds of the Revolving Facility can be used to finance working capital, for general corporate purposes and any other purpose not prohibited by the Credit Agreement. The proceeds of the Term Loan Facility can be used to settle the Company’s 2022 Notes, including related fees, costs and expenses, and up to $80.0 million may be used for general corporate purposes and any other purposes not prohibited by the Credit Agreement. The Credit Facility replaces the Company's $500.0 million five-year senior secured revolving credit facility (the "Amended Revolving Credit Facility") which was entered into on December 10, 2019. As of ~~September 30,~~March 31, 2022 and December 31, 2021, the Company had no borrowings outstanding under the ~~Credit Facility and at December 31, 2020, the Company had no borrowings outstanding under the Amended Revolving~~ Credit Facility.

The full amount of the Revolving Facility will be available on a same-day basis, with respect to base rate loans and upon advance notice with respect to LIBO rate loans, subject to customary terms and conditions. Under certain conditions, the

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Company will be permitted to add one or more term loans and/or increase revolving or term loan commitments under the Credit Facility by an amount set at the greater of $116.0 million and 100% of consolidated EBITDA (subject to adjustments for certain prepayments), plus an unlimited amount provided that the first lien net leverage ratio does not exceed 3.00 to 1.00. Additionally, up to $20.0 million of the Revolving Facility will be available for the issuance of letters of credit. At each of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, the Company had outstanding one letter of credit issued in the amount of $0.2 million.

The Company’s borrowings under the Credit Facility bear interest at annual rates that, at the Company’s option, will be either:

•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 1.25% to 1.75% for loans under the Revolving Facility and 2.75% to 3.00% for loans under the Term Loan Facility, in each case, based on a first lien net leverage ratio; or

•a LIBO rate generally defined as the sum of (i) the rate for Eurodollar ~~dollar~~ deposits for the applicable interest period and (ii) an applicable percentage of 2.25% to 2.75% for loans under the Revolving Facility and 3.75% to 4.00% for loans under the Term Loan Facility, in each case, based on a first lien net leverage ratio.

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Interest on the Company’s borrowings is payable quarterly in arrears for base rate loans and on the last day of each interest rate period (but not less often than three months) for LIBO rate loans.

The Credit Facility contains a restrictive financial covenant, which is set at a first lien net leverage ratio of 2.50 to 1.00, except that this may increase by 0.50:1.00 for the four fiscal quarters following a material acquisition. The financial covenant will be tested only if the loans and certain other obligations under the Revolving Facility exceed $20.0 million as of the last date of any fiscal quarter (starting with the fiscal quarter ending on December 31, 2021). In addition, the Credit Facility contains mandatory prepayment events, affirmative and negative covenants and events of default customary for a transaction of this type. The covenants, among other things, restrict additional indebtedness, liens, mergers or certain fundamental changes, asset dispositions, dividends and other restricted payments, transactions with affiliates, loans and investments and other matters customarily restricted in credit agreements of this type. The Company is required to make mandatory prepayments of the outstanding principal amount of loans under the Term Loan Facility with the net cash proceeds from certain disposition of assets and the receipt of insurance proceeds upon certain casualty and condemnation events, in each case, to the extent not reinvested within a specified time period, from excess cash flow beyond stated threshold amounts, and from the incurrence of certain indebtedness. The Company has the right to prepay its term loans under the Credit Agreement, in whole or in part, at any time without premium or penalty, subject to certain limitations and a 1.0% soft call premium applicable during the first six months following the closing date.

The Company was in compliance with all covenants at ~~September 30, 2021.~~March 31, 2022.

The Credit Facility requires the Company and certain of its subsidiaries to pledge as collateral, subject to certain customary exclusions, substantially all of ~~their~~its assets, including 100% of the equity in certain domestic subsidiaries and 65% of the voting equity, and 100% of the non-voting equity, in certain foreign subsidiaries. The obligations under the Credit Facility are unconditionally guaranteed on a senior basis by the ~~Company’s~~Company's material domestic subsidiaries, which guaranties are secured by the collateral.

With respect to the Revolving Facility, the Company is required to pay an unused commitment fee quarterly in arrears on the difference between committed amounts and amounts actually borrowed under the Revolving Facility equal to an applicable percentage of 0.25% to 0.50% per annum based on a first lien net leverage ratio. The Company is required to pay a letter of credit participation fee and a letter of credit fronting fee quarterly in arrears. The letter of credit participation fee is based upon the aggregate face amount of outstanding letters of credit at an applicable percentage of 2.25% to 2.75% based on a first lien net leverage ratio. The letter of credit fronting fee is 0.125% per annum on the face amount of each letter of credit.

With respect to the Term Loan Facility, the Company is required to pay an unused commitment fee quarterly in arrears on the difference between committed amounts and amounts actually borrowed under the Term Loan Facility equal to an applicable LIBO rate plus an applicable percentage of 3.75% to 4.00% per annum based on a first lien net leverage ratio.

The Company recognized $1.1 million in additional interest expense in ~~the third quarter of~~ 2021 due to the write-off of certain unamortized debt issuance costs associated with the Amended Revolving Credit Facility. In addition to the remaining unamortized debt issuance costs associated with the Amended Revolving Credit Facility, debt issuance costs of $2.8 million related to the

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Revolving Facility are being amortized to interest expense over the life of the Revolving Facility. Debt issuance costs of $3.5 million related to the Term Loan Facility and the original issue discount of $2.5 million paid on the undrawn term loan facility are being amortized to interest expense over the delayed draw access period, until such time that the loans thereunder are drawn. These deferred costs are included in prepaid and other current assets and other non-current assets in the Company's consolidated balance sheet.

In the first ~~nine months~~quarter of 2022, the Company recorded interest expense related to its Revolving Facility of $0.4 million which consisted of $0.2 million in unused commitment fees, and $0.2 million associated with the amortization of the debt issuance costs. In the first quarter of 2022, the Company recorded interest expense related to the Term Loan Facility of $5.1 million which consisted of $3.0 million in unused commitment fees, $1.2 million associated with the amortization of the debt issuance costs, and $0.9 million associated with the amortization of the original issue discount.

In the first quarter of 2021, the Company recorded interest expense related to its revolving credit facilities of ~~$3.0~~$1.1 million which consisted of ~~$1.8~~$0.6 million in unused commitment fees, and $1.2 million associated with the amortization of the debt issuance costs. In the first nine months of 2021, the Company recorded interest expense related to the Term Loan Facility of $0.7 million which consisted of $0.4 million in unused commitment fees, $0.2 million associated with the amortization of the debt issuance costs, and $0.1 million associated with the amortization of the original issue discount.

In the first nine months of 2020, the Company recorded interest expense related to the Amended Revolving Credit Facility of $3.2 million which consisted of $1.3 million associated with borrowings bearing interest at the LIBO rate, $1.1 million in unused commitment fees, and $0.8$0.5 million associated with the amortization of the debt issuance costs.

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~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

NOTE ~~14—~~13—CONTINGENCIES

Overview

LendingTree is involved in legal proceedings on an ongoing basis. In assessing the materiality of a legal proceeding, the Company evaluates, among other factors, the amount of monetary damages claimed, as well as the potential impact of non-monetary remedies sought by plaintiffs (e.g., injunctive relief) that may require it to change its business practices in a manner that could have a material and adverse impact on the Company's business. With respect to the matters disclosed in this Note ~~14,~~13, unless otherwise indicated, the Company is unable to estimate the possible loss or range of losses that could potentially result from the application of such non-monetary remedies.

As of ~~September 30,~~March 31, 2022 and December 31, 2021, the Company had litigation settlement accruals of $0.1 million in continuing operations. ~~As of December 31, 2020, the Company had litigation settlement accruals of $0.1 million and $0.5 million in continuing operations and discontinued operations, respectively.~~ The litigation settlement accruals relate to litigation matters that were either settled or a firm offer for settlement was extended, thereby establishing an accrual amount that is both probable and reasonably estimable. ~~See~~ ~~Note 17—Discontinued Operations for additional information.~~

NOTE ~~15—~~14—FAIR VALUE MEASUREMENTS

Other than the convertible notes and warrants, as well as the equity ~~interest in Stash,~~interests, the carrying amounts of the Company's financial instruments are equal to fair value at ~~September 30, 2021.~~March 31, 2022. See Note ~~13—~~12—Debt for additional information on the convertible notes and warrants, and see Note 7—Equity Investment for additional information on the equity ~~interest~~interests in ~~Stash.~~Stash and EarnUp.

In 2018, the Company acquired all of the outstanding equity interests of QuoteWizard.com, LLC (“QuoteWizard”). In the first quarter of 2021 the company recorded $0.8 million of expense for the change in fair value of the contingent consideration related to the QuoteWizard acquisition. The earnout was completed in 2021 and there were no earnout payments related to the acquisition in 2021.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Contingent consideration payments related to acquisitions are measured at fair value each reporting period using Level 3 unobservable inputs. The changes in the fair value of the Company's Level 3 liabilities are as follows (in thousands):

Three Months Ended
September 30, Nine Months Ended
September 30,
2021 2020 2021 2020
Contingent consideration, beginning of period $ 196 $ 28,517 $ 8,249 $ 33,464
Transfers into Level 3 — — — —
Transfers out of Level 3 — — — —
Total net losses (gains) included in earnings (realized and unrealized) (196) 6,658 (8,249) 7,711
Purchases, sales and settlements:
Additions — — — —
Payments — — — (6,000)
Contingent consideration, end of period $ — $ 35,175 $ — $ 35,175

The Company could make an earnout payment ranging from zero to $23.4 million based on the achievement of certain defined performance targets for QuoteWizard during the final earnout period ending October 31, 2021. As of September 30, 2021, these performance targets are not expected to be achieved. As such, this remaining earnout payment is not expected to be made and no liability has been recorded in the accompanying consolidated balance sheet. The significant unobservable input used to estimate achievement of performance targets for the QuoteWizard contingent consideration is a 29.8% decrease in operating results.


	Three Months Ended March 31,
		2021
Contingent consideration, beginning of period		$	8,249
Transfers into Level 3		—
Transfers out of Level 3		—
Total net losses (gains) included in earnings (realized and unrealized)		797
Purchases, sales and settlements:
Additions		—
Payments		—
Contingent consideration, end of period		$	9,046

NOTE ~~16—~~15—SEGMENT INFORMATION

The Company manages its business and reports its financial results through the following 3 operating and reportable segments: Home, Consumer and Insurance. Characteristics which were relied upon in making the determination of the reportable segments include the nature of the products, the organization's internal structure, and the information that is regularly reviewed by the chief operating decision maker for the purpose of assessing performance and allocating resources.

The Home segment includes the following products: purchase mortgage, refinance mortgage, home equity loans and lines of credit, reverse mortgage loans, and real estate. The Consumer segment includes the following products: credit cards, personal loans, small

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~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

business loans, student loans, auto loans, deposit accounts, and other credit products such as credit repair and debt settlement. The Insurance segment consists of insurance quote ~~products. Revenue from the resale of online advertising space to third parties~~products and insurance policies in the ~~first nine months of 2020 is included within the Other category. The Company ceased reselling online advertising space during the first quarter of 2020.~~agency businesses.

The following tables are a reconciliation of segment profit, which is the Company's primary segment profitability measure, to income before income taxes and discontinued operations. Segment ~~cost of revenue and~~ marketing expense represents the portion of selling and marketing expense attributable to variable costs paid for advertising, direct marketing and related expenses, that are directly attributable to the segments' products. This measure excludes overhead, fixed costs and personnel-related expenses. For the Other category, segment cost of revenue and marketing expense in the first nine months of 2020 also includes the portion of cost of revenue attributable to costs paid for advertising re-sold to third parties.

Three Months Ended September 30, 2021
Home Consumer Insurance Other Total
(in thousands)
Revenue $ 112,422 $ 100,011 $ 84,837 $ 180 $ 297,450
Segment marketing expense 70,905 55,295 58,227 83 184,510
Segment profit 41,517 44,716 26,610 97 112,940
Cost of revenue 15,020
Brand and other marketing expense 21,965
General and administrative expense 40,126
Product development 13,384
Depreciation 4,808
Amortization of intangibles 10,345
Change in fair value of contingent consideration (196)
Severance 47
Litigation settlements and contingencies 22
Operating income 7,419
Interest expense, net (11,826)
Loss before income taxes and discontinued operations $ (4,407)


		Three Months Ended September 30, 2020											Three Months Ended March 31, 2022
		Home		Consumer		Insurance		Other		Total			Home		Consumer		Insurance		Other		Total
		(in thousands)											(in thousands)
Revenue	Revenue	$	78,859	$	48,377	$	92,500	$	515	$	220,251	Revenue	$	101,944	$	101,068	$	80,038	$	128	$	283,178
Segment marketing expense	Segment marketing expense	53,693		26,730		55,457		513		136,393		Segment marketing expense	66,035		58,561		58,935		183		183,714
Segment profit		25,166		21,647		37,043		2		83,858
Segment profit (loss)												Segment profit (loss)	35,909		42,507		21,103		(55)		99,464
Cost of revenue	Cost of revenue									13,220		Cost of revenue									15,561
Brand and other marketing expense	Brand and other marketing expense									18,277		Brand and other marketing expense									20,443
General and administrative expense	General and administrative expense									33,705		General and administrative expense									35,973
Product development	Product development									11,477		Product development									14,052
Depreciation	Depreciation									3,535		Depreciation									4,854
Amortization of intangibles	Amortization of intangibles									13,090		Amortization of intangibles									7,917
Change in fair value of contingent consideration										6,658

Severance												Severance									3,625
Litigation settlements and contingencies	Litigation settlements and contingencies									13		Litigation settlements and contingencies									(27)
Operating loss	Operating loss									(16,117)		Operating loss									(2,934)
Interest expense, net	Interest expense, net									(16,617)		Interest expense, net									(7,505)

Other income												Other income									(1)
Loss before income taxes and discontinued operations	Loss before income taxes and discontinued operations									$	(32,734)	Loss before income taxes and discontinued operations									$	(10,440)

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LENDINGTREE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Nine Months Ended September 30, 2021
Home Consumer Insurance Other Total
(in thousands)
Revenue $ 345,408 $ 233,594 $ 260,714 $ 498 $ 840,214
Segment marketing expense 225,884 130,877 168,024 542 525,327
Segment profit (loss) 119,524 102,717 92,690 (44) 314,887
Cost of revenue 42,849
Brand and other marketing expense 63,816
General and administrative expense 114,926
Product development 39,142
Depreciation 12,969
Amortization of intangibles 32,967
Change in fair value of contingent consideration (8,249)
Severance 47
Litigation settlements and contingencies 360
Operating income 16,060
Interest expense, net (31,881)
Other income 40,072
Income before income taxes and discontinued operations $ 24,251


		Nine Months Ended September 30, 2020											Three Months Ended March 31, 2021
		Home		Consumer		Insurance		Other		Total			Home		Consumer		Insurance		Other		Total
		(in thousands)											(in thousands)
Revenue	Revenue	$	232,156	$	205,419	$	248,156	$	1,930	$	687,661	Revenue	$	128,125	$	57,907	$	86,614	$	104	$	272,750
Segment cost of revenue and marketing expense		132,353		121,271		150,458		2,175		406,257
Segment marketing expense												Segment marketing expense	89,135		33,300		53,772		196		176,403
Segment profit (loss)	Segment profit (loss)	99,803		84,148		97,698		(245)		281,404		Segment profit (loss)	38,990		24,607		32,842		(92)		96,347
Cost of revenue (exclusive of cost of advertising re-sold to third parties included above)										39,850
Cost of revenue												Cost of revenue									13,895
Brand and other marketing expense	Brand and other marketing expense									58,958		Brand and other marketing expense									21,059
General and administrative expense	General and administrative expense									94,276		General and administrative expense									34,989
Product development	Product development									33,252		Product development									12,468
Depreciation	Depreciation									10,463		Depreciation									3,718
Amortization of intangibles	Amortization of intangibles									40,603		Amortization of intangibles									11,312
Change in fair value of contingent consideration	Change in fair value of contingent consideration									7,711		Change in fair value of contingent consideration									797
Severance										190

Litigation settlements and contingencies	Litigation settlements and contingencies									(983)		Litigation settlements and contingencies									16
Operating loss	Operating loss									(2,916)		Operating loss									(1,907)
Interest expense, net	Interest expense, net									(26,406)		Interest expense, net									(10,215)
Other income	Other income									7		Other income									40,072
Loss before income taxes and discontinued operations										$	(29,315)
Income before income taxes and discontinued operations												Income before income taxes and discontinued operations									$	27,950

NOTE ~~17—~~16—DISCONTINUED OPERATIONS

The LendingTree Loans Business is presented as discontinued operations in the accompanying financial statements. The LendingTree Loans Business originated various consumer mortgage loans through HLC. On June 6, 2012, the Company sold substantially all of the operating assets of HLC, including the LendingTree Loans Business, for $55.9 million in cash to a wholly-owned subsidiary of Discover Financial Services ("Discover"). Discover generally did not assume liabilities of HLC that arose before the closing date, except for certain liabilities directly related to assets Discover acquired. A portion of the purchase price received was deposited in escrow in accordance with the purchase agreement with Discover for certain loan loss obligations that remained with HLC following the sale. During 2018, the remaining funds in escrow were released to HLC in accordance with the terms of the purchase agreement with Discover.

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~~LENDINGTREE, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

Upon closing of the sale of substantially all of the operating assets of HLC on June 6, 2012, HLC ceased to originate consumer loans. HLC agreed to retain certain liability for losses on previously sold loans.

Litigation settlements and contingencies and legal fees associated with related bankruptcy and legal proceedings against the Company are included in discontinued operations in the accompanying financial statements.

~~Home Loan Center, Inc. Bankruptcy Filing~~

~~On June 21, 2019, the U.S. District Court of Minnesota entered judgment in~~ ~~ResCap Liquidating Trust v. Home Loan Center, Inc., against HLC for $68.5 million,~~ ~~see~~ Litigation Related to Discontinued Operations below. The judgment against HLC exceeded the assets of HLC, which were $11.2 million at July 21, 2019, including cash of $5.9 million. On July 19, 2019, HLC appealed the judgment to the United States Court of Appeals for the Eighth Circuit.

On July 21, 2019, at the direction of the sole independent director of HLC, HLC voluntarily filed a petition under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) with the U.S. Bankruptcy Court in the Northern District of California in San Jose, California (the “Bankruptcy Court”) in order to preserve assets for the benefit of all creditors of HLC. On September 16, 2019, the Bankruptcy Court converted the bankruptcy to Chapter 7 of the Bankruptcy Code and appointed a Trustee to liquidate HLC's assets.

HLC’s voluntary petition under the Bankruptcy Code does not represent an event of default under the Company’s Credit Agreement dated as of September 15, 2021, the Company’s indenture dated May 31, 2017 with respect to the Company’s 0.625% Convertible Senior Notes due 2022, or the Company’s indenture dated July 24, 2020 with respect to the Company’s 0.50% Convertible Senior Notes due 2025.

As a result of the voluntary petition, LendingTree, LLC was, as of the initial July 21, 2019 bankruptcy petition filing date, no longer deemed to have a controlling interest in HLC under applicable accounting standards. As a result, HLC and its consolidated subsidiary were deconsolidated from the Company’s consolidated financial statements as of July 21, 2019. The effect of such deconsolidation was the elimination of the consolidated assets and liabilities of HLC (and its consolidated subsidiary) from the Company’s consolidated balance sheets. Upon deconsolidation, in 2019 the Company recognized a loss of $5.5 million which includes a net gain of $4.5 million related to the removal of HLC's (and its consolidated subsidiary's) assets and liabilities and the recognition of a liability of $10.0 million related to LendingTree, LLC's ownership in HLC. No consideration was received by the Company as a result of the deconsolidation.

During its bankruptcy, HLC indicated that it believed that it had claims against HLC’s sole shareholder, LendingTree, LLC, and certain of its officers and directors, relating to the declaration of a dividend by HLC in January 2016 of $40.0 million. LendingTree, LLC believes the declaration of the dividend was proper, that the amounts paid to LendingTree, LLC following such declaration are not subject to recovery by HLC and that any claims by HLC relating to such dividend declaration are without merit. During the second quarter of 2020, LendingTree, LLC and HLC entered into a settlement agreement in the amount of $36.0 million for the release of any and all claims against the Company defendants by HLC, including the dividend claim. The bankruptcy court held a hearing on July 16, 2020 on the motion to approve the settlement to which no objections were made, and approved the settlement the same day. The $36.0 million settlement payment was made in the third quarter of 2020.

During the HLC bankruptcy, a bar date for claims against HLC was set, establishing a deadline for all HLC’s creditors to assert any claim they may have had against HLC. Distributions were made to holders of allowed claims deemed timely filed. After all distributions to creditors were made and HLC’s Chapter 7 bankruptcy estate was fully administered, the HLC bankruptcy case was closed on July 14, 2021.

~~Litigation Related to Discontinued Operations~~

~~Residential Funding Company~~

~~ResCap Liquidating Trust v. Home Loan Center, Inc., Case No. 14-cv-1716 (U.S. Dist. Ct., Minn.),~~ ~~successor to~~ ~~Residential Funding Company, LLC v Home Loan Center, Inc., No. 13-cv-3451 (U.S. Dist. Ct., Minn.).~~ On or about December 16, 2013, Home Loan Center, Inc. was served in the original captioned matter, which involves claims of Residential Funding Company, LLC ("RFC") for damages for breach of contract and indemnification for certain residential mortgage loans as well as residential mortgage-backed securitizations ("RMBS") containing mortgage loans. RFC asserted that, beginning in 2008, RFC faced massive repurchase demands and lawsuits from purchasers or insurers of the loans and RMBS that RFC had sold. RFC

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~~LENDINGTREE, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

filed for bankruptcy protection in May 2012. Plaintiff alleged that, after RFC filed for Chapter 11 protection, hundreds of proofs of claim were filed, many of which mirrored the litigation filed against RFC prior to its bankruptcy.

In December 2013, the United States Bankruptcy Court for the Southern District of New York entered an Order confirming the Second Amended Joint Chapter 11 Plan Proposed by Residential Capital, LLC et al. and the Official Committee of Unsecured Creditors. Plaintiff then began filing substantially similar complaints against approximately 80 of the loan originators from whom RFC had purchased loans, including HLC, in federal and state courts in Minnesota and New York. In each case, plaintiff claimed that the defendant is liable for a portion of the global settlement in RFC’s bankruptcy.

HLC’s filing under the Bankruptcy Code discussed above in Home Loan Center, Inc. Bankruptcy Filing created an automatic stay of enforcement of the judgment entered against HLC by the U.S. District Court in Minnesota. On August 27, 2019, plaintiff filed a lawsuit captioned ~~ResCap Liquidating Trust v. LendingTree, LLC, et al., Case No. 19-cv-2360 (U.S. Dist. Ct., Minn.)~~, seeking to hold the Company liable for the judgment against HLC, under assumption of liability, agency and alter ego theories. On June 17, 2020, the Company entered into a settlement agreement with ResCap, pursuant to which, the Company agreed to, among other things, pay ResCap $58.5 million, less any amounts ResCap receives in the HLC bankruptcy, in exchange for, among other things, ResCap releasing any and all claims against the Company, and the Company’s directors and officers, including any claims asserted in ResCap v. LendingTree. Pursuant to the settlement agreement, the Company was responsible for the difference of $58.5 million minus the amount that ResCap received through the HLC Bankruptcy. In the third and fourth quarters of 2020, the Company made payments of $26.5 million and $6.4 million, respectively, to the ResCap Liquidating Trust, and the ResCap Liquidating Trust, in turn, assigned its allowed claims against HLC to the Company. In the second quarter of 2021, the Company received a refund of $8.6 million related to these amounts, from the final distributions in the HLC Bankruptcy on account of the allowed claims that the ResCap Liquidating Trust had assigned to the Company.

~~Lehman Brothers Holdings, Inc.~~

~~Lehman Brothers Holdings Inc. v. 1st Advantage Mortgage, LLC et al., Case No. 08-13555 (SCC), Adversary Proceeding No. 16-01342 (SCC) (Bankr. S.D.N.Y.).~~ In February 2016, Lehman Brothers Holdings, Inc. (“LBHI”) filed an Adversary Complaint against HLC and approximately 149 other defendants (the "Complaint"). On December 4, 2019, LBHI filed a $44.7 million proof of claim in HLC’s bankruptcy seeking recovery for the claims asserted in the lawsuit.

~~HLC’s filing under the Bankruptcy Code discussed above in Home Loan Center, Inc. Bankruptcy Filing created an automatic stay of this proceeding. On June 11, 2020, LBHI filed a lawsuit captioned~~ Lehman Brothers Holdings Inc. v. LendingTree, LLC, et al., Case No. 20-cv-01351 (U.S. Dist. Ct., Minn.), transferred to Case No. 08-13555 (SCC), Adversary Proceeding No. 21-01107 (SCC) (Bankr. S.D.N.Y.)~~, seeking to hold the Company liable for its allowed bankruptcy claim of $13.3 million. In July 2021, the Company reached a settlement with LBHI, which payment was made in the third quarter of 2021.~~

~~Financial Information of Discontinued Operations~~

~~The components of net (loss) income reported as discontinued operations in the accompanying consolidated statements of operations and comprehensive income are as follows~~ ~~(in thousands)~~:

Three Months Ended
September 30, Nine Months Ended
September 30,
2021 2020 2021 2020
Revenue $ — $ — $ — $ —
(Loss) income before income taxes (103) 193 (4,717) (34,333)
Income tax benefit (expense) 49 (27) 1,201 8,783
Net (loss) income $ (54) $ 166 $ (3,516) $ (25,550)

~~Losses from discontinued operations included all activity of HLC prior to bankruptcy, including litigation settlements, contingencies and legal fees associated with legal proceedings.~~

The results of discontinued operations ~~also~~ include litigation settlements and contingencies and legal fees associated with legal proceedings against LendingTree, Inc. or LendingTree, LLC that arose due to the LendingTree Loans ~~Business~~business or the HLC bankruptcy filing.

~~Table~~The components of ~~Contents~~net loss reported as discontinued operations in the accompanying consolidated statements of operations and comprehensive income are as follows (in thousands):


	Three Months Ended March 31,
		2022		2021
Revenue		$	—	$	—

Loss before income taxes		(4)		(353)
Income tax benefit		1		90
Net loss		$	(3)	$	(263)

~~LENDINGTREE, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

NOTE ~~18—SUBSEQUENT EVENT~~17—RESTRUCTURING ACTIVITIES

In ~~October 2021,~~the first quarter of 2022, the Company ~~entered into~~completed a ~~stock transfer agreement with third parties to sell a portion~~workforce reduction of ~~its Stash equity securities for $46.3 million.~~approximately 75 employees. The Company ~~sold $35.3~~incurred total expense of $3.6 million ~~in October~~consisting of employee separation costs of $2.5 million and ~~will close on an additional $11.0~~non-cash compensation expense of $1.1 million ~~in December 2021. During~~due to the ~~fourth~~accelerated vesting of certain equity awards. All employee separation costs are expected to be paid by the first quarter of 2021, the Company will record a realized gain of $27.9 million based on the sale of Stash equity securities under the stock transfer agreement. Additionally, we anticipate net unrealized gains of $55.3 million as a result of an adjustment to the fair value of the Stash equity securities still held by the Company based on observable market events.2023.


	Accrued Balance at December 31, 2021		Income Statement Impact		Payments		Non-Cash		Accrued Balance at March 31, 2022
First quarter of 2022 action
Employee separation payments	$	—	$	2,542	$	(1,828)	$	—	$	714
Non-cash compensation	$	—	$	1,083	$	—	$	(1,083)	$	—
	$	—	$	3,625	$	(1,828)	$	(1,083)	$	714

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Cautionary Statement Regarding Forward-Looking Information

This report contains "forward-looking statements" within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements related to our anticipated financial performance, business prospects and strategy; anticipated trends and prospects in the various industries in which our businesses operate; new products, services and related strategies; and other similar matters. These forward-looking statements are based on management's current expectations and assumptions about future events, which are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict. The use of words such as "anticipates," "estimates," "expects," "projects," "intends," "plans" and "believes," among others, generally identifies forward-looking statements.

Actual results could differ materially from those contained in the forward-looking statements. Factors currently known to management that could cause actual results to differ materially from those in forward-looking statements include those matters discussed or referenced in Part II, Item 1A. Risk Factors included elsewhere in this quarterly report and Part I, Item 1A. Risk Factors of the ~~2020~~2021 Annual Report.

Other unknown or unpredictable factors that could also adversely affect our business, financial condition and results of operations may arise from time to time. In light of these risks and uncertainties, the forward-looking statements discussed in this report may not prove to be accurate. Accordingly, you should not place undue reliance on these forward-looking statements, which only reflect the views of LendingTree, Inc.'s management as of the date of this report. We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results or expectations, except as required by law.

Company Overview

LendingTree, Inc. is the parent of LT Intermediate Company, LLC, which holds all of the outstanding ownership interests of LendingTree, LLC, and LendingTree, LLC owns several companies.

We operate what we believe to be the leading online consumer platform that connects consumers with the choices they need to be confident in their financial decisions. Our online consumer platform provides consumers with access to product offerings from our Network Partners, including mortgage loans, home equity loans, reverse mortgage loans, auto loans, credit cards, deposit accounts, personal loans, student loans, small business loans, insurance quotes and other related offerings. In addition, we offer tools and resources, including free credit scores, that facilitate comparison shopping for loans, deposit products, insurance and other offerings. We seek to match consumers with multiple providers, who can offer them competing quotes for the product, or products, they are seeking. We also serve as a valued partner to lenders and other providers seeking an efficient, scalable and flexible source of customer acquisition with directly measurable benefits, by matching the consumer inquiries we generate with these Network Partners.

Our My LendingTree platform offers a personalized comparison-shopping experience by providing free credit scores and credit score analysis. This platform enables us to monitor consumers' credit profiles and then identify and alert them to loans and other offerings on our marketplace that may be more favorable than the terms they may have at a given point in time. This is designed to provide consumers with measurable savings opportunities over their lifetimes.

We are focused on developing new product offerings and enhancements to improve the experiences that consumers and Network Partners have as they interact with us. By expanding our portfolio of financial services offerings, we are growing and diversifying our business and sources of revenue. We intend to capitalize on our expertise in performance marketing, product development and technology, and to leverage the widespread recognition of the LendingTree brand, to effect this strategy.

We believe the consumer and small business financial services industry is still in the early stages of a fundamental shift to online product offerings, similar to the shift that started in retail and travel many years ago and is now well established. We believe that like retail and travel, as consumers continue to move towards online shopping and transactions for financial services, suppliers will increasingly shift their product offerings and advertising budgets toward the online channel. We believe the strength of our brands and of our partner network place us in a strong position to continue to benefit from this market shift.

The LendingTree Loans business is presented as discontinued operations in the accompanying consolidated balance sheets, consolidated statements of operations and comprehensive income and consolidated statements of cash flows for all periods ~~presented. Except~~

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presented. Except for the discussion under the heading "Discontinued Operations," the analysis within Management's Discussion and Analysis of Financial Condition and Results of Operations reflects our continuing operations.

Economic Conditions

During March 2020, a global pandemic was declared by the World Health Organization related to the rapidly growing outbreak of a novel strain of coronavirus ("COVID-19"). The pandemic has significantly impacted the economic conditions in the U.S., as federal, state and local governments react to the public health crisis, creating significant uncertainties in the U.S. economy. The downstream impact of various lockdown orders and related economic pullback ~~affected~~are affecting our business and marketplace participants to varying degrees. We are continuously monitoring the impacts of the current economic conditions related to the COVID-19 pandemic and the effect on our business, financial condition and results of operations.

Of our three reportable segments, the Consumer segment ~~has been~~was most ~~impacted.~~impacted as unsecured credit and the flow of capital in certain areas of the market have contracted. The impact to our Home and Insurance segments was much less substantial and these segments recovered by the end of 2020. While forecasting the timeline of full recovery for the Consumer segment remains challenging, the momentum of recovery has increased in each quarter subsequent to the onset of the COVID-19 pandemic. We are encouraged by the progress made, and continue to view the Consumer segment with optimism over the medium to long term.substantial. Most of our selling and marketing expenses are variable costs that we adjust dynamically in relation to revenue opportunities to profitably meet demand. Thus, as our revenue was negatively impacted during the recession, our marketing expenses generally decreased in line with revenue.

Segment Reporting

We have three reportable segments: Home, Consumer and Insurance.

Recent Business Acquisitions

On February 28, 2020, we acquired an equity interest in Stash ~~Financial, Inc. (“Stash”)~~ for $80.0 million. On January 6, 2021 we acquired an additional equity interest for $1.2 million. Stash is a consumer investing and banking platform. Stash brings together banking, investing, and financial services education into one seamless experience offering a full suite of personal investment accounts, traditional and Roth IRAs, custodial investment accounts, and banking services, including checking accounts and debit cards with a Stock-Back® rewards program. In ~~October~~the fourth quarter of 2021, we ~~entered into a stock transfer agreement with third parties to sell~~sold a portion of our investment in Stash for $46.3 million, realizing a gain on the sale of $27.9 million.

In January 2022, the Company acquired an equity ~~securities.~~interest in EarnUp for $15.0 million. EarnUp is a consumer-first mortgage payment platform that intelligently automates loan payment scheduling and helps consumers better manage their money and improve their financial well-being. See Note 7—Equity Investment ~~and Note 18—Subsequent Event~~ for additional information on the equity interest in ~~Stash.~~EarnUp.

North Carolina Office Properties

Our new corporate office is located on approximately 176,000 square feet of office space in Charlotte, North Carolina under an approximate 15-year lease that contractually commenced in ~~April~~the second quarter of 2021.

With our expansion in North Carolina, in December 2016, we received a grant from the state that provides up to $4.9 million in reimbursements ~~over 12 years~~through 2029 beginning in 2017 for investing in real estate and infrastructure in addition to increasing jobs in North Carolina at specific targeted levels through ~~2020,~~2021, and maintaining the jobs thereafter. Additionally, the city of Charlotte and the county of Mecklenburg provided a grant that will be paid over five years and is based on a percentage of new property tax we pay on the development of a corporate headquarters. In December 2018, we received an additional grant from the state that provides an aggregate amount up to $8.4 million in reimbursements ~~over 12 years~~through 2032 beginning in ~~2020~~2021 for increasing jobs in North Carolina at specific targeted levels through ~~2023,~~2024, and maintaining the jobs thereafter.

Recent Mortgage Interest Rate Trends

Interest rate and market risks can be substantial in the mortgage lead generation business. Short-term fluctuations in mortgage interest rates primarily affect consumer demand for mortgage refinancings, while long-term fluctuations in mortgage interest rates, coupled with the U.S. real estate market, affect consumer demand for new mortgages. Consumer demand, in turn, affects lender demand for mortgage leads from third-party sources, as well as our own ability to attract online consumers to our website.

Typically, when interest rates decline, we see increased consumer demand for mortgage refinancing, which in turn leads to increased traffic to our website and decreased selling and marketing efforts associated with that traffic. At the same time, lender

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demand for leads from third-party sources typically decreases, as there are more consumers in the marketplace seeking

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refinancings and, accordingly, lenders receive more organic mortgage lead volume. Due to lower lender demand, our revenue earned per consumer typically decreases, but with correspondingly lower selling and marketing costs.

Conversely, when interest rates increase, we typically see decreased consumer demand for mortgage refinancing, leading to decreased traffic to our website and higher associated selling and marketing efforts associated with that traffic. At the same time, lender demand for leads from third-party sources typically increases, as there are fewer consumers in the marketplace and, accordingly, the supply of organic mortgage lead volume decreases. Due to high lender demand, we typically see an increase in the amount lenders will pay per matched lead, which often leads to higher revenue earned per consumer. However, increases in the amount lenders will pay per matched lead in this situation is limited by the overall cost models of our lenders, and our revenue earned per consumer can be adversely affected by the overall reduced demand for refinancing in a rising rate environment.

We dynamically adjust selling and marketing expenditures in all interest rate environments to optimize our results against these variables.

According to Freddie Mac, 30-year mortgage interest rates ~~generally~~ increased from a monthly average of ~~2.68%~~3.10% in December ~~2020~~2021 to a monthly average of ~~2.90%~~4.17% in ~~September 2021.~~March 2022. On a quarterly basis, 30-year mortgage interest rates in the ~~third~~first quarter of 2022 averaged 3.79%, compared to 2.88% in the first quarter of 2021 ~~averaged 2.87%, compared to 2.95%~~and 3.08% in the ~~third quarter of 2020 and 3.00% in the second~~fourth quarter of 2021.

Typically, as mortgage interest rates rise, there are fewer consumers in the marketplace seeking refinancings and, accordingly, the mix of mortgage origination dollars will move toward purchase mortgages. According to Mortgage Bankers Association ("MBA") data, total refinance origination dollars ~~remained relatively consistent at 55%~~decreased to 45% of total mortgage origination dollars in the ~~third~~first quarter of ~~2021~~2022 compared to ~~56%~~53% in the ~~second~~fourth quarter of 2021. In the ~~third~~first quarter of ~~2021,~~2022, total refinance origination dollars decreased ~~15%~~34% from the ~~second~~fourth quarter of 2021 and ~~decreased 31%~~60% from the ~~third~~first quarter of ~~2020.~~2021. Industry-wide mortgage origination dollars in the ~~third~~first quarter of ~~2021~~2022 decreased ~~13%~~23% from the ~~second~~fourth quarter of 2021 and ~~decreased 21%~~37% from ~~the third~~first quarter of ~~2020.~~2021.

In ~~October 2021,~~April 2022, the MBA projected 30-year mortgage interest rates to increase during ~~2021,~~2022, to an average ~~3.1%~~4.8% for the year. According to MBA projections, the mix of mortgage origination dollars is expected to move back towards purchase mortgages with the refinance share representing approximately ~~59%~~33% for ~~2021.~~2022.

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The U.S. Real Estate Market

The health of the U.S. real estate market and interest rate levels are the primary drivers of consumer demand for new mortgages. Consumer demand, in turn, affects lender demand for purchase mortgage leads from third-party sources. Typically, a strong real estate market will lead to reduced lender demand for leads, as there are more consumers in the marketplace seeking financing and, accordingly, lenders receive more organic lead volume. Conversely, a weaker real estate market will typically lead to an increase in lender demand, as there are fewer consumers in the marketplace seeking mortgages.

According to Fannie Mae data, existing-home sales ~~increased 2%~~decreased 3% in the ~~third~~first quarter of ~~2021~~2022 compared to the ~~second~~fourth quarter of 2021, and ~~decreased 3%~~4% compared to the ~~third~~first quarter of ~~2020.~~2021. Fannie Mae predicts an overall ~~increase~~decrease in existing-home sales of approximately 6%9% in ~~2021~~2022 compared to ~~2020.~~2021.

Results of Operations for the Three ~~and Nine~~ Months ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~


		Three Months Ended September 30,								Nine Months Ended September 30,									Three Months Ended March 31,
		2021		2020		$ Change		% Change		2021		2020		$ Change		% Change				2022		2021		$ Change		% Change
		(Dollars in thousands)																		(Dollars in thousands)
Home	Home	$	112,422	$	78,859	$	33,563	43	%	$	345,408	$	232,156	$	113,252	49	%	Home		$	101,944	$	128,125	$	(26,181)	(20)	%
Consumer	Consumer	100,011		48,377		51,634		107	%	233,594		205,419		28,175		14	%	Consumer		101,068		57,907		43,161		75	%
Insurance	Insurance	84,837		92,500		(7,663)		(8)	%	260,714		248,156		12,558		5	%	Insurance		80,038		86,614		(6,576)		(8)	%
Other	Other	180		515		(335)		(65)	%	498		1,930		(1,432)		(74)	%	Other		128		104		24		23	%
Revenue	Revenue	297,450		220,251		77,199		35	%	840,214		687,661		152,553		22	%	Revenue		283,178		272,750		10,428		4	%
Costs and expenses:	Costs and expenses:																	Costs and expenses:
Cost of revenue (exclusive of depreciation and amortization shown separately below)	Cost of revenue (exclusive of depreciation and amortization shown separately below)	15,020		13,220		1,800		14	%	42,849		40,936		1,913		5	%	Cost of revenue (exclusive of depreciation and amortization shown separately below)		15,561		13,895		1,666		12	%
Selling and marketing expense	Selling and marketing expense	206,475		154,670		51,805		33	%	589,143		464,129		125,014		27	%	Selling and marketing expense		204,157		197,462		6,695		3	%
General and administrative expense	General and administrative expense	40,126		33,705		6,421		19	%	114,926		94,276		20,650		22	%	General and administrative expense		35,973		34,989		984		3	%
Product development	Product development	13,384		11,477		1,907		17	%	39,142		33,252		5,890		18	%	Product development		14,052		12,468		1,584		13	%
Depreciation	Depreciation	4,808		3,535		1,273		36	%	12,969		10,463		2,506		24	%	Depreciation		4,854		3,718		1,136		31	%
Amortization of intangibles	Amortization of intangibles	10,345		13,090		(2,745)		(21)	%	32,967		40,603		(7,636)		(19)	%	Amortization of intangibles		7,917		11,312		(3,395)		(30)	%
Change in fair value of contingent consideration	Change in fair value of contingent consideration	(196)		6,658		(6,854)		(103)	%	(8,249)		7,711		(15,960)		(207)	%	Change in fair value of contingent consideration		—		797		(797)		(100)	%
Severance		47		—		47		100	%	47		190		(143)		(75)	%
Restructuring and severance																		Restructuring and severance		3,625		—		3,625		100	%
Litigation settlements and contingencies	Litigation settlements and contingencies	22		13		9		69	%	360		(983)		1,343		137	%	Litigation settlements and contingencies		(27)		16		(43)		(269)	%
Total costs and expenses	Total costs and expenses	290,031		236,368		53,663		23	%	824,154		690,577		133,577		19	%	Total costs and expenses		286,112		274,657		11,455		4	%
Operating income (loss)		7,419		(16,117)		23,536		146	%	16,060		(2,916)		18,976		651	%
Operating loss																		Operating loss		(2,934)		(1,907)		(1,027)		(54)	%
Other (expense) income, net:	Other (expense) income, net:																	Other (expense) income, net:
Interest expense, net	Interest expense, net	(11,826)		(16,617)		(4,791)		(29)	%	(31,881)		(26,406)		5,475		21	%	Interest expense, net		(7,505)		(10,215)		(2,710)		(27)	%
Other income		—		—		—		—	%	40,072		7		40,065		n/a
Other (expense) income																		Other (expense) income		(1)		40,072		(40,073)		(100)	%
(Loss) income before income taxes	(Loss) income before income taxes	(4,407)		(32,734)		(28,327)		(87)	%	24,251		(29,315)		53,566		183	%	(Loss) income before income taxes		(10,440)		27,950		(38,390)		(137)	%
Income tax benefit		1		7,925		(7,924)		(100)	%	455		14,866		(14,411)		(97)	%
Income tax expense																		Income tax expense		(383)		(8,638)		(8,255)		(96)	%
Net (loss) income from continuing operations	Net (loss) income from continuing operations	(4,406)		(24,809)		(20,403)		(82)	%	24,706		(14,449)		39,155		271	%	Net (loss) income from continuing operations		(10,823)		19,312		(30,135)		(156)	%
(Loss) income from discontinued operations, net of tax		(54)		166		(220)		(133)	%	(3,516)		(25,550)		(22,034)		(86)	%
Loss from discontinued operations, net of tax																		Loss from discontinued operations, net of tax		(3)		(263)		(260)		(99)	%
Net (loss) income and comprehensive (loss) income	Net (loss) income and comprehensive (loss) income	$	(4,460)	$	(24,643)	$	(20,183)	(82)	%	$	21,190	$	(39,999)	$	61,189	153	%	Net (loss) income and comprehensive (loss) income		$	(10,826)	$	19,049	$	(29,875)	(157)	%

Revenue

Revenue increased in the ~~third~~first quarter of 2022 compared to the first quarter of 2021 ~~compared to the third quarter of 2020~~ due to ~~increases~~an increase in our Consumer ~~and Home segments,~~segment, partially offset by decreases in our ~~Insurance segment and Other category. Revenue increased in the first nine months of 2021 compared to the first nine months of 2020 due to increases in our~~ Home ~~Consumer~~ and Insurance ~~segments, partially offset by a decrease in our Other category.~~segments.

Our Consumer segment includes the following products: credit cards, personal loans, small business loans, student loans, auto loans, deposit accounts, and other credit products such as credit repair and debt settlement. Many of our Consumer segment products are not individually significant to revenue. Revenue from our Consumer segment increased ~~$51.6~~$43.2 million in the ~~third~~first quarter of 2022 from the first quarter of 2021, ~~from the third quarter of 2020,~~ or ~~107%~~75%, primarily due to increases in our personal loans, credit cards and small business ~~loans products. Revenue from our Consumer segment increased $28.2 million in the first nine months of~~loans.

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~~2021~~Revenue from our credit cards product increased $12.2 million to $29.8 million in the first ~~nine months~~quarter of ~~2020,~~2022 from $17.6 million in the first quarter of 2021, or ~~14%~~69%, primarily due to ~~increases~~an increase in ~~our personal loans~~revenue earned per approval and ~~small business loans products.~~an increase in the number of approvals.

Revenue from our personal loans product increased ~~$21.3~~$20.3 million to ~~$33.8~~$35.2 million in the ~~third~~first quarter of 2022 from $14.9 million in the first quarter of 2021, ~~from $12.5 million in the third quarter of 2020,~~ or ~~170%~~137%, primarily due to an increase in the number of consumers completing request forms ~~as well as~~and an increase in revenue earned per consumer. Revenue from our personal loans product increased $21.1 million to $73.9 million in the first nine months of 2021 from $52.8 million in the first nine months of 2020, or 40%, primarily due to an increase in revenue earned per consumer, partially offset by a decrease in the number of consumers completing request forms.

For the periods presented, no other products in our Consumer segment represented more than 10% of revenue; however, certain other Consumer products experienced notable ~~changes. Revenue from our credit cards product increased $20.3 million in the third quarter of 2021 compared~~changes primarily due to the ~~third quarter~~impact of ~~2020, due~~economic conditions related to ~~an increase in~~ the ~~number of approvals and an increase in revenue earned per approval.~~COVID-19 pandemic. Revenue from our small business loans product increased ~~$11.4 million in the third quarter of 2021 compared to the third quarter of 2020, and increased $12.5~~$10.7 million in the first ~~nine months~~quarter of ~~2021~~2022 compared to the first ~~nine months~~quarter of ~~2020,~~2021, primarily due to ~~loosening underwriting standards and improved flow of capital, as well as an~~ increase in revenue earned per ~~consumer.~~

~~The ongoing COVID-19 pandemic is anticipated to continue to impact our Consumer product revenues~~consumer and an increase in the ~~near-term.~~number of consumers completing request forms.

Our Home segment includes the following products: purchase mortgage, refinance mortgage, home equity loans, reverse mortgage loans, and real estate. Revenue from our Home segment ~~increased $33.6~~decreased $26.2 million in the ~~third~~first quarter of 2022 from the first quarter of 2021, ~~from the third quarter of 2020,~~ or ~~43%~~20%, primarily due to ~~increases~~an decrease in revenue from our refinance mortgage ~~purchase mortgage, and~~product, partially offset by a increase in our home equity loans products. Revenue from our Home segment increased $113.3 million in the first nine months of 2021 from the first nine months of 2020, or 49%, primarily due to increases in revenue from those sameand purchase mortgage products. Revenue from our refinance mortgage product ~~increased $12.6 million in the third quarter of 2021 compared to the third quarter of 2020, and increased $77.3~~decreased $47.6 million in the first ~~nine months~~quarter of ~~2021~~2022 compared to the first ~~nine months~~quarter of ~~2020,~~2021, due to ~~an increase~~a shift in ~~revenue earned per consumer, partially offset by~~lender focus towards purchase products as well as a decrease in the number of consumers completing request ~~forms.~~forms as interest rates have risen. Revenue from our home equity loans product increased ~~$11.9 million in the third quarter of 2021 compared to the third quarter of 2020, and increased $21.8~~$12.2 million in the first ~~nine months~~quarter of ~~2021~~2022 compared to the first ~~nine months~~quarter of ~~2020.~~2021, primarily due to an increase in revenue earned per consumer. Revenue from our purchase mortgage product increased ~~$9.1 million in the third quarter of 2021 compared to the third quarter of 2020, and increased $14.6~~$9.2 million in the first ~~nine months~~quarter of ~~2021~~2022 compared to the first ~~nine months~~quarter of ~~2020. Revenue from our home equity loans product and our purchase mortgage product increased~~2021, primarily due to a shift in ~~both~~ lender ~~and consumer~~ focus ~~away from refinance~~back towards purchase products as well as an increase in revenue earned per consumer.

Revenue from our Insurance segment decreased ~~$7.7~~$6.6 million to ~~$84.8~~$80.0 million in the ~~third~~first quarter of ~~2021~~2022 from ~~$92.5~~$86.6 million in the ~~third~~first quarter of ~~2020,~~2021, or 8%, due to aan decrease in revenue earned per consumer, partially offset by an increase in the number of consumers seeking insurance coverage. Revenue from our Insurance segment increased $12.6 million to $260.7 million in the first nine months of 2021 from $248.2 million in the first nine months of 2020, or 5%, due to an increase in the number of consumers seeking insurance coverage, partially offset by ~~a decrease~~an increase in revenue earned per consumer.

Revenue in the Other category decreased $1.4 million in the first nine months of 2021 compared to the first nine months of 2020, primarily as we ceased reselling online advertising space during the first quarter of 2020.

Cost of revenue

Cost of revenue consists primarily of costs associated with compensation and other employee-related costs (including stock-based compensation) relating to internally-operated customer call centers, third-party customer call center fees, costs for online advertising resold to third parties, credit scoring fees, credit card fees, website network hosting and server fees.

Cost of revenue increased in the ~~third~~first quarter of 2022 from the first quarter of 2021, ~~from the third quarter of 2020,~~ primarily due to ana $1.4 million increase in ~~compensation~~website network hosting and benefits of $1.3 million. Cost of revenue increased in the first nine months of 2021 from the first nine months of 2020, primarily due to an increase in compensation and benefits of $3.1 million, partially offset by a $2.3 million decrease in credit cardserver hosting fees.

Cost of revenue as a percentage of revenue ~~decreased to~~remained consistent at 5% infor each of the ~~third quarter~~first quarters of 2022 and ~~first nine months of 2021 compared to 6% in the third quarter and first nine months of 2020.~~

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2021.

Selling and marketing expense

Selling and marketing expense consists primarily of advertising and promotional expenditures and compensation and other employee-related costs (including stock-based compensation) for personnel engaged in sales or marketing functions. Advertising and promotional expenditures primarily include online marketing, as well as television, print and radio spending. Advertising production costs are expensed in the period the related ad is first run.

Selling and marketing expense increased in the ~~third~~first quarter ~~and first nine months~~ of ~~2021~~2022 compared to the ~~third~~first quarter ~~and first nine months~~ of ~~2020~~2021 primarily due to ~~the~~ increases in advertising and promotional expense discussed below. Additionally, compensation and benefits increased $1.3 million as a result of an increase in headcount.

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Advertising and promotional expense is the largest component of selling and marketing expense, and is comprised of the following:


		Three Months Ended September 30,								Nine Months Ended September 30,									Three Months Ended March 31,
		2021		2020		$ Change		% Change		2021		2020		$ Change		% Change				2022		2021		$ Change		% Change
		(Dollars in thousands)																		(Dollars in thousands)
Online	Online	$	185,214	$	136,496	$	48,718	36	%	$	527,073	$	405,993	$	121,080	30	%	Online		$	182,473	$	176,821	$	5,652	3	%
Broadcast	Broadcast	3,065		2,662		403		15	%	6,881		12,140		(5,259)		(43)	%	Broadcast		840		1,167		(327)		(28)	%
Other	Other	3,268		2,967		301		10	%	12,891		9,588		3,303		34	%	Other		5,764		5,715		49		1	%
Total advertising expense	Total advertising expense	$	191,547	$	142,125	$	49,422	35	%	$	546,845	$	427,721	$	119,124	28	%	Total advertising expense		$	189,077	$	183,703	$	5,374	3	%

Revenue is primarily driven by Network Partner demand for our products, which is matched to corresponding consumer requests. We adjust our selling and marketing expenditures dynamically in relation to anticipated revenue opportunities in order to ensure sufficient consumer inquiries to profitably meet such demand. An increase in a product’s revenue is generally met by a corresponding increase in marketing spend, and conversely a decrease in a product’s revenue is generally met by a corresponding decrease in marketing spend. This relationship exists for our Home, Consumer and Insurance segments.

We adjusted our advertising expenditures in the ~~third~~first quarter ~~and first nine months~~ of ~~2021~~2022 compared to the ~~third~~first quarter ~~and first nine months~~ of ~~2020~~2021 in response to changes in Network Partner demand on our ~~marketplace as a result of the ongoing COVID-19 pandemic discussed above.~~marketplace. We will continue to adjust selling and marketing expenditures dynamically ~~in relation to this and~~ in response to anticipated revenue opportunities.

General and administrative expense

General and administrative expense consists primarily of compensation and other employee-related costs (including stock-based compensation) for personnel engaged in finance, legal, tax, corporate information technology, human resources and executive management functions, as well as facilities and infrastructure costs and fees for professional services.

General and administrative expense increased in the ~~third~~first quarter of ~~2021~~2022 compared to the ~~third~~first quarter of ~~2020,~~2021, primarily due to increases in ~~compensation~~technology and ~~benefits~~other tax expense of ~~$4.3~~$1.5 million and ~~technology expense of $1.3 million. General and administrative expense increased in the first nine months of 2021 compared to the first nine months of 2020, primarily due to increases~~$1.8 million, respectively. This was partially offset by decreases in compensation and benefits ~~technology expense,~~ and ~~facilities expense~~professional fees of ~~$14.5 million, $3.6~~$2.4 million and ~~$2.4~~$1.2 million, respectively.

General and administrative expense as a percentage of revenue ~~decreased to 13% in the third quarter of 2021 compared to 15% in the third quarter of 2020, and~~ remained consistent at ~~14% in both~~13% for each of the first ~~nine months~~quarters of ~~2021~~2022 and ~~2020.~~2021.

Product development

Product development expense consists primarily of compensation and other employee-related costs (including stock-based compensation) and third-party labor costs that are not capitalized, for employees and consultants engaged in the design, development, testing and enhancement of technology.

Product development expense increased in the ~~third~~first quarter ~~and first nine months~~ of ~~2021~~2022 compared to the ~~third~~first quarter ~~and first nine months~~ of ~~2020~~2021 as we continued to invest in internal development of new and enhanced features, functionality and business opportunities that we believe will enable us to better and more fully serve consumers and Network Partners.

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~~Depreciation~~

The increase in depreciation expense in the third quarter and first nine months of 2021 compared to the third quarter and first nine months of 2020 was primarily the result of depreciation on assets related to our new corporate office, which lease contractually commenced in the second quarter of 2021.

Amortization of intangibles

The decrease in amortization of intangibles in the ~~third~~first quarter ~~and first nine months~~ of ~~2021~~2022 compared to the ~~third~~first quarter ~~and first nine months~~ of ~~2020~~2021 was due to certain intangible assets associated with our recent business acquisitions becoming fully amortized.

Contingent consideration

During the ~~third~~first quarter ~~and~~of 2022, we did not record contingent consideration expense. All earnouts were completed prior to 2022.

During the first ~~nine months~~quarter of 2021, we recorded ~~contingent consideration gains~~an aggregate gain of ~~$0.2~~$0.8 million ~~and $8.2 million, respectively, due to adjustments in the estimated fair value of the remaining earnout payment related to the QuoteWizard acquisition.~~

~~During the third quarter and first nine months of 2020, we recorded aggregate contingent consideration expense of $6.7 million and $7.7 million, respectively,~~ due to adjustments in the estimated fair value of the earnout payments related to ~~our recent acquisitions. For~~ the ~~third~~QuoteWizard acquisition.

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Restructuring and severance

In the first quarter of ~~2020, the contingent consideration~~2022, we completed a workforce reduction of approximately 75 employees. The Company incurred total expense ~~for the QuoteWizard and Ovation acquisitions was $6.6~~of $3.6 million consisting of employee separation costs of $2.5 million and ~~$0.1~~non-cash compensation expense of $1.1 million ~~respectively. For~~due to the accelerated vesting of certain equity awards. All employee separation costs are expected to be paid by the first ~~nine months~~quarter of ~~2020, the contingent consideration expense for the QuoteWizard, Ovation and SnapCap acquisitions was $6.4 million, $1.3 million and $0.1 million, respectively.~~2023.

Interest expense

Interest expense decreased in the ~~third~~first quarter of ~~2021 compared to the third quarter of 2020, primarily due to a loss on debt extinguishment of $7.8 million recognized upon the partial repurchase of the 0.625% Convertible Senior Notes due June 1,~~ 2022 ~~(the “2022 Notes”) in July 2020.~~

~~Interest expense increased in the first nine months of 2021~~ compared to the first ~~nine months~~quarter of ~~2020~~2021 primarily due to the ~~issuance~~adoption of ASU 2020-06 on January 1, 2022, whereby we derecognized the 0.50% Convertible Senior Notes due July 15, 2025 (the “2025 Notes”) as well as the partial repurchase of the 2022 Notes in July 2020. Interest expense was recognized on the 2025 Notes during the entire first nine months of 2021, compared to a partial period of the first nine months of 2020. This incremental interest expense was partially offset by lower interest expenseremaining debt discounts on the 2022 Notes in the first nine months of 2021 compared to the first nine months of 2020 as a result of the July 2020 partial repurchase of the notes. The overall increase was further offset by the loss on debt extinguishment of $7.8 million recognized in July 2020, noted above.

~~See~~ ~~Note 13—Debt for additional information on the issuance of the~~and 2025 Notes and ~~the partial repurchase~~therefore no longer recognize any amortization of ~~the 2022 Notes.~~debt discounts as interest expense partially offset by an increase in interest from our Term Loan Facility. See Note—2 Significant Accounting Policies for additional information.

Other income

For the first ~~nine months~~quarter of 2021, other income primarily consists of a $40.1 million gain on our investment in Stash as a result of an adjustment to the fair value based on observable market events. See Note 7—Equity Investment for additional information on the equity interest in Stash.

Income tax expense

For the ~~third~~first quarter of 2022, the effective tax rate varied from the federal statutory rate of 21% primarily due to excess tax expense of $2.5 million and the effect of state taxes. For the first ~~nine months~~quarter of 2021, the effective tax rate varied from the federal statutory rate of 21% ~~in part~~primarily due to an excess tax expense of $0.9 million and an excess tax benefit of $7.4 million, respectively, resulting from employee exercises of stock options and vesting of restricted stock in accordance with ASU 2016-09 and the effect of state taxes.

For the third quarter and first nine months of 2020, the effective tax rate varied from the federal statutory rate of 21% in part due to a tax benefit of $0.2 million and $2.0 million, respectively, recognized for excess tax benefits resulting from employee exercises of stock options and vesting of restricted stock in accordance with ASU 2016-09 and the effect of state taxes. The effective tax rate for the first nine months of 2020 was also impacted by a tax benefit of $6.1 million for the impact

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~~of the Coronavirus Aid, Relief, and Economic Security ("CARES") Act.~~ ~~See~~ ~~Note 12—Income Taxes for additional information.~~

~~Discontinued operations~~

The results of discontinued operations include the results of the LendingTree Loans business formerly operated by our wholly-owned subsidiary, Home Loan Center, Inc., or HLC. The sale of substantially all of the assets of HLC, including the LendingTree Loans business, was completed on June 6, 2012. HLC filed a petition under Chapter 11 of the United States Bankruptcy Code on July 21, 2019, which was converted to Chapter 7 of the United States Bankruptcy Code on September 16, 2019.

As a result of the voluntary bankruptcy petition, as of the initial July 21, 2019 bankruptcy petition filing date, HLC and its consolidated subsidiary were deconsolidated from LendingTree’s consolidated financial statements. The effect of such deconsolidation was the elimination of the consolidated assets and liabilities of HLC (and its consolidated subsidiary) from LendingTree’s consolidated balance sheets.

~~Prior to the bankruptcy filing, losses from the LendingTree Loans business were primarily due to litigation settlements and contingencies and legal fees associated with legal proceedings.~~

The results of discontinued operations include litigation settlements and contingencies and legal fees associated with legal proceedings against LendingTree, Inc. or LendingTree, LLC that arose due to the LendingTree Loans business or the HLC bankruptcy filing.

~~See~~ ~~Note 17—Discontinued Operations to the consolidated financial statements included elsewhere in this report for more information.~~

Segment Profit


		Three Months Ended September 30,								Nine Months Ended September 30,									Three Months Ended March 31,
		2021		2020		$ Change		% Change		2021		2020		$ Change		% Change				2022		2021		$ Change		% Change
		(Dollars in thousands)																		(Dollars in thousands)
Home	Home	$	41,517	$	25,166	$	16,351	65	%	$	119,524	$	99,803	$	19,721	20	%	Home		$	35,909	$	38,990	$	(3,081)	(8)	%
Consumer	Consumer	44,716		21,647		23,069		107	%	102,717		84,148		18,569		22	%	Consumer		42,507		24,607		17,900		73	%
Insurance	Insurance	26,610		37,043		(10,433)		(28)	%	92,690		97,698		(5,008)		(5)	%	Insurance		21,103		32,842		(11,739)		(36)	%
Other	Other	97		2		95		4,750	%	(44)		(245)		201		82	%	Other		(55)		(92)		37		40	%
Segment profit	Segment profit	$	112,940	$	83,858	$	29,082	35	%	$	314,887	$	281,404	$	33,483	12	%	Segment profit		$	99,464	$	96,347	$	3,117	3	%

Segment profit is our primary segment operating metric. Segment profit is calculated as segment revenue less segment selling and marketing expenses attributed to variable costs paid for advertising, direct marketing and related expenses that are directly attributable to the segments' products. See Note ~~16—~~15—Segment Information in the notes to the consolidated financial statements for additional information on segments and a reconciliation of segment profit to pre-tax income from continuing operations.

~~Consumer~~Home

Revenue in our Home segment ~~profit increased $23.1 million in the third quarter of 2021 from the third quarter of 2020, and increased $18.6~~was $101.9 million in the first ~~nine months~~quarter of ~~2021~~2022, a decrease of 20% from the first ~~nine months~~quarter of ~~2020, primarily due to an increase in revenue, partially offset by a corresponding increase in selling and marketing expense. We continue to build momentum~~2021, with segment profit of $35.9 million in the ~~Consumer segment amid increased demand~~first quarter of 2022, a decrease of 8% from ~~both consumers and our Network Partners. Lender demand~~the first quarter of 2021, as we experienced historically high refinance volumes in ~~our personal loans product is strong, with new lenders joining our marketplace during~~ the ~~third~~first quarter of 2021. ~~While~~The 30-year mortgage interest rates, according to Freddie Mac, increased from a quarterly average of 2.88% in the first quarter 2021 to 3.79% in the first quarter of 2022.

Our leadership position in the mortgage marketplace generated improved unit economics throughout the quarter, even as refinancing activity slowed significantly. Mortgage revenue per consumer ~~demand for our personal loans product has been relatively muted~~increased in ~~part due~~the first quarter of 2022 compared to ~~government stimulus programs, we expect demand~~the first quarter of 2021.

Home equity continues to ~~return to pre-pandemic levels~~grow as ~~consumer savings balances begin to normalize. Credit card issuer budgets and payouts continue to increase; however, the profitability~~a part of our ~~credit card~~overall product ~~remains constrained as we continue~~mix, achieving record revenue with increases of 112% in the first quarter of 2022 compared to ~~re-invest incremental~~the first quarter of 2021. Revenue per consumer increased in the first quarter of 2022 compared to the first quarter of 2021. Purchase revenue ~~into~~increased 90% in the ~~product~~first quarter of 2022 compared to ~~capture wallet share. Within our small business loans product, our concierge business continues to be an~~the first quarter

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~~important growth driver following the conclusion~~ of the Paycheck Protection Program. Our student loans product benefited from the annual in-school lending season, but remains constrained due to reduced lender budgets. While demand for student loan refinancing has decreased with the moratorium on federal student loan payments extended to January 2022, we expect demand to return once the moratorium concludes. We2021. Persistently low home inventory and higher home prices continue to ~~view~~suppress purchase application volumes nationally, but revenue earned per consumer in this category continues to expand, as lenders are pivoting more towards the product with refinancing activity subsiding.

Our lender partners tend to rely on us even more at this point in the interest rate cycle to help meet their origination goals. In turn, we focus on optimizing higher converting products for them such as cash-out refinance and home equity loans. Despite the recent sharp uptick in interest rates, loans secured with home equity remain the lowest cost source of financing for most consumers that own a home.

Consumer

Revenue in our Consumer segment ~~with optimism and are pleased with the pace of its recovery.~~

~~Home segment profit~~ increased ~~$16.4 million in the third quarter of 2021 from the third quarter of 2020, and increased $19.7~~75% to $101.1 million in the first nine months of 2021 from the first nine months of 2020, primarily due to an increase in revenue, partially offset by a corresponding increase in selling and marketing expense. While refinance activity decelerates from the peak experienced earlier this year, the Home segment continues to perform well as we are an integral part of our Network Partners' marketing model. Mortgage revenue per lead increased 78%, and home equity revenue per lead increased 79%, in the third quarter of ~~2021~~2022 compared to the ~~third~~first quarter of ~~2020. While there is uncertainty over the interest rate environment and corresponding impact to refinance activity, we are confident~~2021. Segment profit in our ~~market-leading position, key partner status, and flexible business model.~~

~~Insurance~~Consumer segment ~~profit decreased $10.4 million in the third quarter of 2021 from the third quarter of 2020, primarily due~~increased 73% to ~~a decrease in revenue and an increase in selling and marketing expense. Insurance segment profit decreased $5.0~~$42.5 million, in the first ~~nine months~~quarter of ~~2021~~2022 compared to the first quarter of 2021.

Personal loans revenue of $35.2 million increased 137% in the first quarter of 2022 from the first ~~nine months~~quarter of ~~2020, primarily due~~2021, as consumer demand continued to increase throughout the quarter. We expect this positive trend to continue as credit card balances are increasing at an unprecedented rate and are projected to reach a record level by the middle of this year. Increased card balances should drive increased demand for the product as consumers look to consolidate this higher cost debt with personal loan products.

Our credit card business recovery continues, generating revenue of $29.8 million in the first quarter of 2022, an increase ~~in selling and marketing expense, partially offset by an increase in revenue. The Insurance segment experienced challenging market factors in~~of 69% from the ~~third~~first quarter of 2021. ~~Personal lines insurance carriers are experiencing rising loss costs~~Revenue per approval increased in the first quarter of 2022 from the first quarter of 2021, as ~~the economy reopens and drivers return to the road. Higher catastrophe losses from major storms have also pressured carrier earnings, resulting in an industry-wide reduction in carrier~~issuer partners expanded their marketing budgets. We ~~view~~are focused on optimizing the increasing demand for travel reward cards as restrictions continue to lift and mandates expire. Margins in the segment remain lower than historical levels. We are working to diversify our marketing mix, actively pursuing more profitable marketing channels and partnerships to expand our reach and attract more consumers. We expect these ~~factors~~actions will lead to improved unit economics over time.

Small business growth continues at a strong pace, achieving record revenue in the first quarter, with revenue increasing 138% in the first quarter of 2022 from the first quarter of 2021. Our lender network continues to grow as ~~transitory~~we onboard additional partners and ~~are optimistic~~diversify our marketplace for borrowers. Our Premium Marketplace offering, launched last quarter, sorts incoming borrower traffic into risk tiers. The result is funnel optimization that has driven increased conversions and revenue per lead.

Insurance

We believe the fourth quarter of 2021 was the trough for the Insurance segment, ~~will return~~as the challenging underwriting environment for carriers begins to ~~historic earnings and growth~~ease with premium rate increases. Our business has begun to recover as a result, with revenue of $80.0 million in the ~~near term. Our investments~~first quarter of 2022, down 8% from the first quarter of 2021 but up 22% from the fourth quarter of 2021, and segment profit of $21.1 million in ~~other~~the first quarter of 2022, down 36% from the first quarter of 2021 and up 1% from the fourth quarter of 2021.

We are encouraged by conversations we are having with our carrier partners as they increase marketing budgets. Evidence of returning demand can be seen in our revenue per consumer, which increased in the first quarter of 2022 compared to the first quarter of 2021. The costs of those leads, however, increased as we prioritized quality for our partners, resulting in a 26% margin in the first quarter of 2021, which is significantly lower than the business has historically delivered. We expect improving margins in the second half of the year as partner demand continues to recover and our marketing costs improve.

Auto insurance ~~categories, including~~rate increases from our ~~Medicare agency, property~~clients are continuing to be approved in states across the country, driving improved appetite for new policy acquisition. Auto revenue in the first quarter of 2022 increased from the fourth quarter of 2021, and ~~casualty agency,~~we expect growth to continue as the business returns to a normalized operating environment. We remain committed to capturing additional share of carrier budgets by focusing on conversion rate and ~~in-dealership automobile product,~~lead quality and moving quickly to ensure alignment with carrier targets to meet and exceed their goals. Consumer demand, as measured by traffic to our sites, remains strong, and we expect this trend to continue as drivers shop for new policies following these rate increases.

We continue to ~~make significant progress~~diversify our Insurance business by entering new markets to expand our growth opportunities and provide diversification benefits. Our inbound channel continued to deliver record performance and we observed significant growth in the home category as we increasingly leverage our presence in the mortgage industry.increase market share.

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Adjusted EBITDA

We report Adjusted EBITDA as a supplemental measure to GAAP. This measure is the primary metric by which we evaluate the performance of our businesses, on which our marketing expenditures and internal budgets are based and by which, in most years, management and many employees are compensated. We believe that investors should have access to the same set of tools that we use in analyzing our results. This non-GAAP measure should be considered in addition to results prepared in accordance with GAAP but should not be considered a substitute for or superior to GAAP results. We provide and encourage investors to examine the reconciling adjustments between the GAAP and non-GAAP measures discussed below.

Definition of Adjusted EBITDA

We report Adjusted EBITDA as net income from continuing operations adjusted to exclude interest, income tax, amortization of intangibles and depreciation, and to further exclude (1) non-cash compensation expense, (2) non-cash impairment charges, (3) gain/loss on disposal of assets, (4) gain/loss on investments, (5) restructuring and severance expenses, (6) litigation settlements and contingencies, (7) acquisitions and dispositions income or expense (including with respect to changes in fair value of contingent consideration), and (8) one-time items. Adjusted EBITDA has certain limitations in that it does not take into account the impact to our statement of operations of certain expenses, including depreciation, non-cash compensation and acquisition-related accounting. We endeavor to compensate for the limitations of the non-GAAP measures presented by also providing the comparable GAAP measures with equal or greater prominence and descriptions of the reconciling items, including quantifying such items, to derive the non-GAAP measures. These non-GAAP measures may not be comparable to similarly titled measures used by other companies.

One-Time Items

Adjusted EBITDA is adjusted for one-time items, if applicable. Items are considered one-time in nature if they are non-recurring, infrequent or unusual and have not occurred in the past two years or are not expected to recur in the next two years, in accordance with SEC rules. For the periods presented below, ~~there are no adjustments for~~ one-time ~~items.~~

~~Table~~items consisted of ~~Contents~~

the franchise tax caused by the equity investment gain in Stash.

Non-Cash Expenses that are Excluded from Adjusted EBITDA

Non-cash compensation expense consists principally of expense associated with grants of restricted stock, restricted stock units and stock options, some of which awards have performance-based vesting conditions. Non-cash compensation expense also includes expense associated with employee stock purchase plans. These expenses are not paid in cash, and we include the related shares in our calculations of fully diluted shares outstanding. Upon settlement of restricted stock units, exercise of certain stock options or vesting of restricted stock awards, the awards may be settled, on a net basis, with us remitting the required tax withholding amount from our current funds.

Amortization of intangibles are non-cash expenses relating primarily to intangible assets acquired through acquisitions. At the time of an acquisition, the intangible assets of the acquired company, such as purchase agreements, technology and customer relationships, are valued and amortized over their estimated lives.

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The following table is a reconciliation of net income from continuing operations to Adjusted EBITDA (in thousands).


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2021		2020		2021		2020				2022		2021
Net (loss) income from continuing operations	Net (loss) income from continuing operations	$	(4,406)	$	(24,809)	$	24,706	$	(14,449)	Net (loss) income from continuing operations		$	(10,823)	$	19,312
Adjustments to reconcile to Adjusted EBITDA:	Adjustments to reconcile to Adjusted EBITDA:									Adjustments to reconcile to Adjusted EBITDA:
Amortization of intangibles	Amortization of intangibles	10,345		13,090		32,967		40,603		Amortization of intangibles		7,917		11,312
Depreciation	Depreciation	4,808		3,535		12,969		10,463		Depreciation		4,854		3,718
Severance		47		—		47		190
Restructuring and severance										Restructuring and severance		3,625		—
Loss on impairments and disposal of assets	Loss on impairments and disposal of assets	1,251		134		2,651		686		Loss on impairments and disposal of assets		431		348
Unrealized gain on investments		—		—		(40,072)		—
Gain on investments										Gain on investments		—		(40,072)
Non-cash compensation expense	Non-cash compensation expense	17,074		14,161		51,804		39,236		Non-cash compensation expense		13,997		16,436
Franchise tax caused by equity investment gain										Franchise tax caused by equity investment gain		1,500		—
Change in fair value of contingent consideration	Change in fair value of contingent consideration	(196)		6,658		(8,249)		7,711		Change in fair value of contingent consideration		—		797
Acquisition expense	Acquisition expense	227		205		1,366		2,405		Acquisition expense		9		29
Litigation settlements and contingencies	Litigation settlements and contingencies	22		13		360		(983)		Litigation settlements and contingencies		(27)		16
Interest expense, net	Interest expense, net	11,826		16,617		31,881		26,406		Interest expense, net		7,505		10,215
Income tax expense (benefit)		(1)		(7,925)		(455)		(14,866)
Income tax expense										Income tax expense		383		8,638
Adjusted EBITDA	Adjusted EBITDA	$	40,997	$	21,679	$	109,975	$	97,402	Adjusted EBITDA		$	29,371	$	30,749

Financial Position, Liquidity and Capital Resources

General

As of ~~September 30, 2021,~~March 31, 2022, we had ~~$215.3~~$196.7 million of cash and cash equivalents, compared to ~~$169.9~~$251.2 million of cash and cash equivalents as of December 31, ~~2020.~~2021.

In the first quarter of ~~2021,~~2022, we acquired ~~additional~~an equity interest in ~~Stash~~EarnUp Inc. ("EarnUp") for ~~$1.2~~$15.0 million. See Note 7—Equity Investment to the consolidated financial statements included elsewhere in this report for additional information on the equity ~~interest in Stash.~~interest.

On June 1, 2022 the outstanding balance of $169.7 million of our 0.625% Convertible Senior Notes will mature. It is our intent to use proceeds from the Term Loan Facility to settle the notes. See Note 12—Debt for additional information.

We expect our cash and cash equivalents and cash flows from operations to be sufficient to fund our operating needs for the next twelve months and beyond. Our credit facility described below is an additional potential source of liquidity. We will continue to monitor the impact of the ongoing COVID-19 pandemic on our liquidity and capital resources. ~~We expect our cashflow from operating activities to be negatively impacted by the economic recession.~~

Credit Facility

On September 15, 2021, we entered into a credit agreement (the “Credit Agreement”), consisting of a $200.0 million revolving credit facility (the “Revolving Facility”), which matures on September 15, 2026, and a $250.0 million delayed draw term loan facility (the “Term Loan Facility” and together with the Revolving Facility, the “Credit Facility”), which matures on September 15, 2028 to the extent the loans thereunder will be drawn. The delayed draw commitments under the Term Loan

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Facility will be available until June 1, 2022. The proceeds of the Revolving Facility can be used to finance working capital, for general corporate purposes and any other purpose not prohibited by the Credit Agreement. The proceeds of the Term Loan Facility can be used to settle the Company’s 2022 Notes, including related fees, costs and expenses, and up to $80.0 million may be used for general corporate purposes and any other purposes not prohibited by the Credit Agreement. See Note ~~13—~~12—Debt for additional information.

As of ~~October 28, 2021,~~May 5, 2022, we have outstanding a $0.2 million letter of credit under the Revolving Facility and the remaining borrowing capacity under the Revolving Facility is $199.8 million. No term loans have been drawn under the Term Loan Facility as of ~~October 28, 2021.~~May 5, 2022.

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Cash Flows from Continuing Operations

Our cash flows attributable to continuing operations are as follows:


		Nine Months Ended September 30,					Three Months Ended March 31,
		2021		2020			2022		2021
		(in thousands)					(in thousands)
Net cash provided by operating activities	Net cash provided by operating activities	$	88,893	$	96,216	Net cash provided by operating activities	$	10,000	$	8,925
Net cash used in investing activities	Net cash used in investing activities	(31,695)		(100,386)		Net cash used in investing activities	(18,465)		(11,733)
Net cash (used in) provided by financing activities		(15,192)		197,375
Net cash used in financing activities						Net cash used in financing activities	(46,098)		(5,000)

Cash Flows from Operating Activities

Our largest source of cash provided by our operating activities is revenues generated by our products. Our primary uses of cash from our operating activities include advertising and promotional payments. In addition, our uses of cash from operating activities include compensation and other employee-related costs, other general corporate expenditures, litigation settlements and contingencies, certain contingent consideration payments, and income taxes.

Net cash provided by operating activities attributable to continuing operations ~~decreased~~increased in the first ~~nine~~three months of 2022 from the first three months of 2021 ~~from the first nine months of 2020~~ primarily due to ~~unfavorable~~favorable changes in accounts receivable ~~partially offset by favorable changes in~~and accounts payable, accrued expenses and other current liabilities, partially offset by unfavorable changes in prepaid and ~~income taxes receivable.~~other current assets.

Cash Flows from Investing Activities

Net cash used in investing activities attributable to continuing operations in the first ~~nine~~three months of ~~2021~~2022 of ~~$31.7~~$18.5 million consisted of capital expenditures of ~~$30.5~~$3.5 million primarily related to internally developed software, as well as the purchase of a $15.0 million equity interest in EarnUp.

Net cash used in investing activities attributable to continuing operations in the first three months of 2021 of $11.7 million consisted of capital expenditures of $10.6 million primarily related to internally developed software and leasehold improvements for our new principal corporate offices, as well as the purchase of an additional $1.2 million equity interest in ~~Stash, described above.~~

Net cash used in investing activities attributable to continuing operations in the first nine months of 2020 of $100.4 million consisted of the initial purchase of an $80.0 million equity interest in Stash and capital expenditures of $20.4 million primarily related to internally developed software and leasehold improvements for our new principal corporate offices.Stash.

Cash Flows from Financing Activities

Net cash used in financing activities attributable to continuing operations in the first ~~nine~~three months of ~~2021~~2022 of ~~$15.2~~$46.1 million consisted primarily of ~~$6.7~~$43.0 million for the repurchase of our stock and $3.1 million in withholding taxes paid upon surrender of shares to satisfy obligations on equity awards, net of proceeds from the exercise of stock ~~options, as well as $6.0 million for the payment of debt issuance costs and $2.5 million paid for the original issue discount on the undrawn Term Loan Facility.~~options.

Net cash ~~provided by~~used in financing activities attributable to continuing operations in the first ~~nine~~three months of ~~2020~~2021 of ~~$197.4~~$5.0 million consisted primarily of ~~$575.0~~$ $4.8 million in withholding taxes paid upon surrender of ~~gross~~shares to satisfy obligations on equity awards, net of proceeds from the ~~issuance~~exercise of the 2025 Notes, partially offset by $233.9 million paid to repurchase a portion of the 2022 Notes, a net $47.4 million paid for convertible note hedge and warrant transactions, $75.0 million of net repayments on our revolving credit facility, and $16.4 million for the payment of debt issuance costs.stock options.

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Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements other than a letter of credit and our funding commitments pursuant to our surety bonds, none of which have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

New Accounting Pronouncements

For information regarding new accounting pronouncements, see Note 2—Significant Accounting Policies, in Part I, Item 1 Financial Statements.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk

Other than our Credit Facility, we do not have any financial instruments that are exposed to significant market risk. We maintain our cash and cash equivalents in bank deposits and short-term, highly liquid money market investments. A hypothetical 100-basis point increase or decrease in market interest rates would not have a material impact on the fair value of our cash equivalents securities, or our earnings on such cash equivalents, but would have an effect on the interest paid on borrowings under the Credit Facility, if any. As of ~~October 28, 2021,~~May 5, 2022, there were no borrowings under the Credit Facility.

Fluctuations in interest rates affect consumer demand for new mortgages and the level of refinancing activity which, in turn, affects lender demand for mortgage leads. Typically, when interest rates decline, we see increased consumer demand for mortgage refinancing, which in turn leads to increased traffic to our website and decreased selling and marketing efforts associated with that traffic. At the same time, lender demand for leads from third-party sources typically decreases, as there are more consumers in the marketplace seeking refinancings and, accordingly, lenders receive more organic lead volume. Due to lower lender demand, our revenue earned per consumer typically decreases but with correspondingly lower selling and marketing costs. Conversely, when interest rates increase, we typically see decreased consumer demand for mortgage refinancing, leading to decreased traffic to our website and higher associated selling and marketing efforts associated with that traffic. At the same time, lender demand for leads from third-party sources typically increases, as there are fewer consumers in the marketplace and, accordingly, the supply of organic mortgage lead volume decreases. Due to high lender demand, we typically see an increase in the amount lenders will pay per matched lead, which often leads to higher revenue earned per consumer. However, increases in the amount lenders will pay per matched lead in this situation is limited by the overall cost models of our lenders, and our revenue earned per consumer can be adversely affected by the overall reduced demand for refinancing in a rising rate environment.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), management, with the participation of our principal executive officer (our Chief Executive Officer) and principal financial officer (our Chief Financial Officer), evaluated, as of the end of the period covered by this report, the effectiveness of our disclosure controls and procedures as defined in Exchange Act Rule 13a-15(e). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective, as of ~~September 30, 2021,~~March 31, 2022, to reasonably ensure that information required to be disclosed and filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified, and that management will be timely alerted to material information required to be included in our periodic reports filed with the Securities and Exchange Commission.

Changes in Internal Control Over Financial Reporting

There was no change in our internal control over financial reporting that occurred during the quarter ended ~~September 30, 2021~~March 31, 2022 that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

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PART II—OTHER INFORMATION

Item 1. Legal Proceedings

In the ordinary course of business, we are party to litigation involving property, contract, intellectual property and a variety of other claims. The amounts that may be recovered in such matters may be subject to insurance coverage. We have provided information about certain legal proceedings in which we are involved in Part I, Item 3. Legal Proceedings of our ~~2020~~2021 Annual Report and updated that information in Note ~~14—~~13—Contingencies ~~and Note 17—Discontinued Operations~~ to the consolidated financial statements included elsewhere in this report.

Item 1A. Risk Factors

There have been no material changes to the risk factors included in Part I, Item 1A. Risk Factors of our ~~2020~~2021 Annual Report.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

In each of February 2018 and February 2019, the board of directors authorized and we announced a stock repurchase program which allowed for the repurchase of up to $100.0 million and $150.0 million, respectively, of our common stock. Under this program, we can repurchase stock in the open market or through privately-negotiated transactions. We have used available cash to finance these repurchases. We will determine the timing and amount of any additional repurchases based on our evaluation of market conditions, applicable SEC guidelines and regulations, and other factors. This program may be suspended or discontinued at any time at the discretion of our board of directors. During the quarter ended ~~September 30, 2021, no~~March 31, 2022, 379,895 shares of common stock were repurchased under the stock repurchase program. As of ~~October 22, 2021~~April 28, 2022, approximately ~~$179.7~~$96.7 million remains authorized for share repurchase.

Additionally, the LendingTree Seventh Amended and Restated 2008 Stock Plan ~~approved by our stockholders on June 9, 2021 allows,~~ and the LendingTree 2017 Inducement Grant Plan terminated by us in April 2021 allowed employees to forfeit shares of our common stock to satisfy federal and state withholding obligations upon the exercise of stock options, the settlement of restricted stock unit awards and the vesting of restricted stock awards granted to those individuals under the plans. During the quarter ended ~~September 30, 2021, 10,920~~March 31, 2022, 26,697 shares were purchased related to these obligations under the LendingTree Seventh Amended and Restated 2008 Stock Plan and ~~127~~161 shares were purchased related to these obligations under the LendingTree 2017 Inducement Grant Plan. The withholding of those shares does not affect the dollar amount or number of shares that may be purchased under the stock repurchase program described above.

The following table provides information about the Company's purchases of equity securities during the quarter ended ~~September 30, 2021.~~March 31, 2022.

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)
7/1/2021 - 7/31/2021 1,037 $ 205.00 — $ 179,673
8/1/2021 - 8/31/2021 7,142 $ 178.48 — $ 179,673
9/1/2021 - 9/30/2021 2,868 $ 142.03 — $ 179,673
Total 11,047 $ 171.50 — $ 179,673


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)
1/1/2022 - 1/31/2022	139,439	$	129.67	138,809	$	121,661
2/1/2022 - 2/28/2022	13,949	$	115.41	—	$	121,661
3/1/2022 - 3/31/2022	253,365	$	104.17	241,086	$	96,655
Total	406,753	$	113.30	379,895	$	96,655

(1)During ~~July 2021, August 2021~~January 2022, February 2022 and ~~September 2021, 1,037~~March 2022, 630 shares, ~~7,142~~13,949 shares and ~~2,868~~12,279 shares, respectively (totaling ~~11,047~~26,858 shares), were purchased to satisfy federal and state withholding obligations of our employees upon the settlement of restricted stock units, ~~and restricted stock awards,~~ all in accordance with our Seventh Amended and Restated 2008 Stock Plan and 2017 Inducement Grant Plan, as described above.

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(2)See the narrative disclosure above the table for further description of our publicly announced stock repurchase program.

Item 5. Other Information

None.

4540

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Item 6. Exhibits

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

Fourth Amended and Restated By-laws of LendingTree, Inc.

Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed November 15, 2017

10.1

~~Credit Agreement, dated as of September 15, 2021~~LendingTree, Inc Deferred Compensation Plan

~~Exhibit 99.1 to the Registrant's Current Report on Form 8-K filed September 16, 2021~~†

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 — The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL 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

†††

104

Cover Page Interactive Data File (embedded within the Inline XBRL document contained in Exhibit 101)

†††

† Filed herewith.

†† Furnished herewith. This certification is being furnished solely to accompany this report pursuant to 18 U.S.C. 1350, and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

††† Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: ~~October 28, 2021~~May 5, 2022


			LENDINGTREE, INC.

			By:			/s/ TRENT ZIEGLER
						Trent Ziegler
						Chief Financial Officer
						(principal financial officer and duly authorized officer)

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		Page Number
PART I—FINANCIAL INFORMATION
Item 1.	Financial Statements	3
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	3327
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4438
Item 4.	Controls and Procedures	4438

PART II—OTHER INFORMATION

Item 1.	Legal Proceedings	4539
Item 1A.	Risk Factors	4539
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4539
Item 5.	Other Information	4640
Item 6.	Exhibits	4741


	RSUs with Performance Conditions
	Number of Units	Weighted Average Grant Date Fair Value
		(per unit)
Nonvested at January 1, 2021	6,328	$	223.90
Granted	—	—
Vested	—	—
Forfeited	—	—
Nonvested at September 30, 2021	6,328	$	223.90


	RSAs with Performance Conditions
	Number of Awards	Weighted Average Grant Date Fair Value
		(per unit)
Nonvested at January 1, 2021	23,804	$	340.25
Granted	—	—
Vested	(17,853)	340.25
Forfeited	—	—
Nonvested at September 30, 2021	5,951	$	340.25


	Three Months Ended September 30, 2021
	Home		Consumer		Insurance		Other		Total
	(in thousands)
Revenue	$	112,422	$	100,011	$	84,837	$	180	$	297,450
Segment marketing expense	70,905		55,295		58,227		83		184,510
Segment profit	41,517		44,716		26,610		97		112,940
Cost of revenue									15,020
Brand and other marketing expense									21,965
General and administrative expense									40,126
Product development									13,384
Depreciation									4,808
Amortization of intangibles									10,345
Change in fair value of contingent consideration									(196)
Severance									47
Litigation settlements and contingencies									22
Operating income									7,419
Interest expense, net									(11,826)

Loss before income taxes and discontinued operations									$	(4,407)


	Nine Months Ended September 30, 2021
	Home		Consumer		Insurance		Other		Total
	(in thousands)
Revenue	$	345,408	$	233,594	$	260,714	$	498	$	840,214
Segment marketing expense	225,884		130,877		168,024		542		525,327
Segment profit (loss)	119,524		102,717		92,690		(44)		314,887
Cost of revenue									42,849
Brand and other marketing expense									63,816
General and administrative expense									114,926
Product development									39,142
Depreciation									12,969
Amortization of intangibles									32,967
Change in fair value of contingent consideration									(8,249)
Severance									47
Litigation settlements and contingencies									360
Operating income									16,060
Interest expense, net									(31,881)
Other income									40,072
Income before income taxes and discontinued operations									$	24,251