Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Feb. 23, 2017 | Jun. 30, 2016 | |
Document and Entity Information | |||
Entity Registrant Name | LendingTree, Inc. | ||
Entity Central Index Key | 1,434,621 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Accelerated Filer | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 629,176,092 | ||
Entity Common Stock, Shares Outstanding | 11,839,736 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Revenue | $ 384,402 | $ 254,216 | $ 167,350 |
Costs and expenses: | |||
Cost of revenue (exclusive of depreciation and amortization shown separately below) | 13,764 | 9,370 | 7,903 |
Selling and marketing expense | 261,100 | 172,849 | 112,704 |
General and administrative expense | 37,227 | 30,030 | 25,883 |
Product development | 13,761 | 10,485 | 7,457 |
Depreciation | 4,944 | 3,008 | 3,245 |
Amortization of intangibles | 1,243 | 149 | 136 |
Restructuring and severance | 122 | 422 | 373 |
Litigation settlements and contingencies | 129 | (611) | 10,618 |
Total costs and expenses | 332,290 | 225,702 | 168,319 |
Operating income (loss) | 52,112 | 28,514 | (969) |
Other income (expense), net: | |||
Interest expense, net | (561) | (171) | (2) |
Other Income | 23 | 0 | 0 |
Income (loss) before income taxes | 51,574 | 28,343 | (971) |
Income tax (expense) benefit | (20,366) | 22,973 | 484 |
Net income (loss) from continuing operations | 31,208 | 51,316 | (487) |
Discontinued operations: | |||
(Loss) income from discontinued operations | (3,714) | (3,269) | 9,849 |
Net income and comprehensive income | 27,494 | 48,047 | 9,362 |
Comprehensive income | $ 27,494 | $ 48,047 | $ 9,362 |
Weighted average shares outstanding: | |||
Weighted average basic common shares (in shares) | 11,812 | 11,516 | 11,188 |
Weighted average diluted common shares (in shares) | 12,773 | 12,541 | 11,188 |
Income (loss) per share from continuing operations: | |||
Basic (in dollars per share) | $ 2.64 | $ 4.46 | $ (0.04) |
Diluted (in dollars per share) | 2.44 | 4.09 | (0.04) |
(Loss) income per share from discontinued operations: | |||
Basic (in dollars per share) | (0.31) | (0.28) | 0.88 |
Diluted (in dollars per share) | (0.29) | (0.26) | 0.88 |
Net income per share: | |||
Basic (in dollars per share) | 2.33 | 4.17 | 0.84 |
Diluted (in dollars per share) | $ 2.15 | $ 3.83 | $ 0.84 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
ASSETS: | ||
Cash and cash equivalents | $ 91,131 | $ 206,975 |
Restricted cash and cash equivalents | 4,089 | 6,541 |
Accounts receivable (net of allowance of $1,059 and $606, respectively) | 41,382 | 29,873 |
Prepaid and other current assets | 4,021 | 2,085 |
Current assets of discontinued operations | 0 | 110 |
Total current assets | 140,623 | 245,584 |
Property and equipment, net | 35,462 | 9,415 |
Goodwill | 56,457 | 3,632 |
Intangible assets, net | 71,684 | 10,992 |
Deferred income tax assets | 14,610 | 20,977 |
Other non-current assets | 810 | 1,039 |
Non-current assets of discontinued operations | 3,781 | 4,142 |
Total assets | 323,427 | 295,781 |
LIABILITIES: | ||
Accounts payable, trade | 5,593 | 5,741 |
Accrued expenses and other current liabilities | 49,403 | 34,885 |
Current liabilities of discontinued operations | 11,711 | 13,401 |
Total current liabilities | 66,707 | 54,027 |
Contingent considerations | 23,600 | 0 |
Other non-current liabilities | 1,685 | 586 |
Non-current liabilities of discontinued operations | 0 | 26 |
Total liabilities | 91,992 | 54,639 |
Commitments and contingencies | ||
SHAREHOLDERS' EQUITY: | ||
Preferred stock $.01 par value; 5,000,000 shares authorized; none issued or outstanding | 0 | 0 |
Common stock $.01 par value; 50,000,000 shares authorized; 13,955,378 and 13,865,620 shares issued, respectively, and 11,791,633 and 12,392,093 shares outstanding, respectively | 140 | 139 |
Additional paid-in capital | 1,018,010 | 1,006,688 |
Accumulated deficit | (722,630) | (750,124) |
Treasury stock 2,163,745 and 1,473,527 shares, respectively | (64,085) | (15,561) |
Total shareholders' equity | 231,435 | 241,142 |
Total liabilities and shareholders' equity | $ 323,427 | $ 295,781 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance | $ 1,059 | $ 606 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, authorized shares | 5,000,000 | 5,000,000 |
Preferred stock, issued shares | 0 | 0 |
Preferred stock, outstanding shares | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, authorized shares | 50,000,000 | 50,000,000 |
Common stock, issued shares | 13,955,378 | 13,865,620 |
Common stock, outstanding shares | 11,791,633 | 12,392,093 |
Treasury stock, shares | 2,163,745 | 1,473,527 |
CONSOLIDATED STATEMENTS OF SHAR
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Comprehensive Income | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Treasury Stock |
Balance at Dec. 31, 2013 | $ 87,008 | $ 126 | $ 907,148 | $ (807,533) | $ (12,733) | |
Balance (in shares) at Dec. 31, 2013 | 12,620,000 | 1,369,000 | ||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net income and comprehensive income | 9,362 | $ 9,362 | 9,362 | |||
Non-cash compensation | 7,446 | 7,446 | ||||
Purchase of treasury stock | $ (2,610) | $ (2,610) | ||||
Purchase of treasury stock (in shares) | 99,345 | 99,000 | ||||
Dividends | $ (28) | (28) | ||||
Issuance of common stock for stock options, restricted stock awards and restricted stock units, net of withholding taxes | (4,812) | $ 3 | (4,815) | |||
Issuance of common stock for stock options, restricted stock awards and restricted stock units, net of withholding taxes (in shares) | 235,000 | |||||
Balance at Dec. 31, 2014 | 96,366 | $ 129 | 909,751 | (798,171) | $ (15,343) | |
Balance (in shares) at Dec. 31, 2014 | 12,855,000 | 1,468,000 | ||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net income and comprehensive income | 48,047 | 48,047 | 48,047 | |||
Non-cash compensation | 8,508 | 8,508 | ||||
Purchase of treasury stock | $ (218) | $ (218) | ||||
Purchase of treasury stock (in shares) | 5,250 | 6,000 | ||||
Dividends | $ (11) | (11) | ||||
Issuance of common stock for stock options, restricted stock awards and restricted stock units, net of withholding taxes | (7,613) | $ 1 | (7,614) | |||
Issuance of common stock for stock options, restricted stock awards and restricted stock units, net of withholding taxes (in shares) | 158,000 | |||||
Tax benefit from stock-based award activity | 4,601 | 4,601 | ||||
Proceeds from equity offering, net of offering costs | 91,462 | $ 9 | 91,453 | |||
Issuance of stock for equity offering (in shares) | 853,000 | |||||
Balance at Dec. 31, 2015 | 241,142 | $ 139 | 1,006,688 | (750,124) | $ (15,561) | |
Balance (in shares) at Dec. 31, 2015 | 13,866,000 | 1,474,000 | ||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net income and comprehensive income | 27,494 | $ 27,494 | 27,494 | |||
Non-cash compensation | 9,647 | 9,647 | ||||
Purchase of treasury stock | $ (48,524) | $ (48,524) | ||||
Purchase of treasury stock (in shares) | 690,218 | 690,000 | ||||
Issuance of common stock for stock options, restricted stock awards and restricted stock units, net of withholding taxes | $ (4,084) | $ 1 | (4,085) | |||
Issuance of common stock for stock options, restricted stock awards and restricted stock units, net of withholding taxes (in shares) | 89,000 | |||||
Tax benefit from stock-based award activity | 5,760 | 5,760 | ||||
Balance at Dec. 31, 2016 | $ 231,435 | $ 140 | $ 1,018,010 | $ (722,630) | $ (64,085) | |
Balance (in shares) at Dec. 31, 2016 | 13,955,000 | 2,164,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Comprehensive income | $ 27,494 | $ 48,047 | $ 9,362 |
Cash flows from operating activities attributable to continuing operations: | |||
Net income and comprehensive income | 27,494 | 48,047 | 9,362 |
Less: Loss (income) from discontinued operations, net of tax | 3,714 | 3,269 | (9,849) |
Net income (loss) from continuing operations | 31,208 | 51,316 | (487) |
Adjustments to reconcile income (loss) from continuing operations to net cash provided by operating activities attributable to continuing operations: | |||
Loss on disposal of fixed assets | 640 | 748 | 282 |
Impairment of long-lived assets | 0 | 0 | 805 |
Amortization of intangibles | 1,243 | 149 | 136 |
Depreciation | 4,944 | 3,008 | 3,245 |
Non-cash compensation expense | 9,647 | 8,508 | 7,446 |
Deferred income taxes | 6,367 | (29,969) | 106 |
Excess tax benefit from stock-based award activity | (5,760) | (4,601) | 0 |
Bad debt expense | 515 | 337 | 206 |
Amortization of debt issuance costs | 245 | 47 | 0 |
Changes in current assets and liabilities: | |||
Accounts receivable | (8,361) | (16,598) | (1,228) |
Prepaid and other current assets | (1,558) | (874) | (84) |
Accounts payable, accrued expenses and other current liabilities | 4,769 | 13,689 | (1,935) |
Income taxes payable | 13,385 | 6,247 | 740 |
Other, net | 1,170 | 577 | (157) |
Net cash provided by operating activities attributable to continuing operations | 58,454 | 32,584 | 9,075 |
Cash flows from investing activities attributable to continuing operations: | |||
Capital expenditures | (31,955) | (7,237) | (3,856) |
Acquisition of intangible assets | (2,030) | 0 | 0 |
Acquisition of CompareCards | (81,182) | 0 | 0 |
Acquisition of other businesses | (4,500) | (37) | (740) |
Decrease in restricted cash | 2,452 | 12,175 | 7,300 |
Net cash (used in) provided by investing activities attributable to continuing operations | (117,215) | 4,901 | 2,704 |
Cash flows from financing activities attributable to continuing operations: | |||
Payments related to net-share settlement of stock -based compensation, net of proceeds from exercise of stock options | (4,085) | (7,612) | (4,812) |
Proceeds from equity offering, net of offering costs | (23) | 91,484 | 0 |
Payment of debt issuance costs | (8) | (1,215) | 0 |
Excess tax benefit from stock-based award activity | 5,760 | 4,601 | 0 |
Purchase of treasury stock | (48,524) | (218) | (2,610) |
Dividends | 0 | (131) | (229) |
Net cash (used in) provided by financing activities attributable to continuing operations | (46,880) | 86,909 | (7,651) |
Total cash (used in) provided by continuing operations | (105,641) | 124,394 | 4,128 |
Discontinued operations: | |||
Net cash used in operating activities attributable to discontinued operations | (10,203) | (3,631) | (9,583) |
Total cash used in discontinued operations | (10,203) | (3,631) | (9,583) |
Net (decrease) increase in cash and cash equivalents | (115,844) | 120,763 | (5,455) |
Cash and cash equivalents at beginning of period | 206,975 | 86,212 | 91,667 |
Cash and cash equivalents at end of period | 91,131 | 206,975 | 86,212 |
Supplemental cash flow information: | |||
Interest | 320 | 60 | 2 |
Income tax payments | 3,095 | 703 | 3 |
Income tax refunds | $ (22) | $ (96) | $ (779) |
ORGANIZATION
ORGANIZATION | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION | ORGANIZATION Company Overview LendingTree, Inc. ("LendingTree" or the "Company"), is the parent of LendingTree, LLC and several companies owned by LendingTree, LLC. LendingTree operates what it believes to be the leading online loan marketplace for consumers seeking loans and other credit-based offerings. The Company offers consumers tools and resources, including free credit scores, that facilitate comparison-shopping for mortgage loans, home equity loans, reverse mortgage loans, auto loans, credit cards, personal loans, student loans, small business loans and other related offerings. The Company primarily seeks to match in-market consumers with multiple lenders on its marketplace who can provide them with competing quotes for the loans or credit-based offerings they are seeking. The Company also serves as a valued partner to lenders seeking an efficient, scalable and flexible source of customer acquisition with directly measurable benefits, by matching the consumer loan inquiries it generates with these lenders. The consolidated financial statements include the accounts of LendingTree and all its wholly-owned entities. Intercompany transactions and accounts have been eliminated. Discontinued Operations The businesses of RealEstate.com, REALTORS® (which represent the former Real Estate segment) and LendingTree Loans are presented as discontinued operations in the accompanying consolidated balance sheets, consolidated statements of operations and comprehensive income and consolidated 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 18 — Discontinued Operations for additional information. Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission ("SEC"). |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | SIGNIFICANT ACCOUNTING POLICIES Revenue Recognition The Company derives its revenue primarily from match fees and closing fees. Revenue within the mortgage product category is primarily generated from match fees paid by network lenders that receive a loan request, and in some cases upfront fees or clicks or call transfers. In addition to match and other upfront fees, revenue within the non-mortgage product category is also generated from closing fees and approval fees. Match fees are earned through the delivery of qualified loan requests that originated through the Company's websites or affiliates. The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable and collectability is reasonably assured. Delivery is deemed to have occurred at the time a loan request is delivered to the customer, provided that no significant obligations remain. Closing fees are derived from lenders on certain auto, business, personal loan types and student loans when a transaction is closed with the consumer. Closed loan fees and closed sale fees are recognized at the time the lender reports the closed loan or closed sale to the Company, which could be several months after the original request is transmitted. For consumer credit card loan requests, the Company sends traffic to issuers and recognizes revenue at the time of card approval. Cash and Cash Equivalents Cash and cash equivalents include cash and short-term, highly liquid money market investments with original maturities of three months or less. Restricted Cash Cash escrowed or contractually restricted for a specific purpose is designated as restricted cash. Accounts Receivable Accounts receivable are stated at amounts due from customers, net of an allowance for doubtful accounts. 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 and the specific customer's current 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. A reconciliation of the beginning and ending balances of the allowance for doubtful accounts is as follows (in thousands) : Year Ended December 31, 2016 2015 2014 Balance, beginning of the period $ 606 $ 349 $ 408 Charges to earnings 515 337 206 Write-off of uncollectible accounts receivable (62 ) (80 ) (265 ) Balance, end of the period $ 1,059 $ 606 $ 349 Loan Loss Obligations (Discontinued Operations) The Company's Home Loan Center, Inc. ("HLC") subsidiary, which during its period of active operation primarily conducted business as LendingTree Loans, sold loans it originated to investors on a servicing-released basis and the risk of loss or default by the borrower was generally transferred to the investor. However, LendingTree Loans was required by these investors to make certain representations relating to credit information, loan documentation and collateral. To the extent LendingTree Loans did not comply with such representations or there are early payment defaults, LendingTree Loans may be required to repurchase loans or indemnify the investors for any losses from borrower defaults. LendingTree Loans maintains a liability for the estimated exposure relating to such contingent obligations and changes to the estimate are recorded in income from discontinued operations in the periods they occur. The Company estimates the liability for loan losses using a settlement discount framework. This approach estimates the lifetime losses on the population of remaining loans originated and sold by LendingTree Loans using actual defaults for loans with similar characteristics and projected future defaults. It also considers the likelihood of claims expected due to alleged breaches of representations and warranties made by LendingTree Loans and the percentage of those claims investors estimate LendingTree Loans may agree to repurchase. The Company then applies a settlement discount factor to the result of the foregoing to reflect publicly announced bulk settlements for similar loan types and vintages, the Company's own settlement experience, as well as LendingTree Loans' non-operating status, in order to estimate a range of potential liability. Changes to any one of these factors could significantly impact the estimate of the liability and could have a material impact on the Company's results of operations for any particular period. See Note 18 —Discontinued Operations—LendingTree Loans—Loan Loss Obligations for additional information on the loan loss reserve. Segment Reporting The Company has one reportable segment. Property and Equipment Property and equipment, including internally-developed software and significant improvements, are recorded at cost less accumulated depreciation. Acquisition and construction costs for land and building is capitalized and depreciated over the applicable useful lives. Due to the rapid advancements in technology and evolution of company products, all internally-developed software is written-off at the end of its useful life. Repairs and maintenance and any gains or losses on dispositions are recognized as incurred in current operations. Depreciation is recorded on a straight-line basis to allocate the cost of depreciable assets to operations over their estimated service lives. The following table presents the estimated useful lives for each asset category: Asset Category Estimated Useful Lives Land N/A Building 34 years Site Improvements 1 to 15 years Computer equipment and capitalized software 1 to 5 years Leasehold improvements Lesser of asset life or life of lease Furniture and other equipment 3 to 7 years Aircraft and automobile 5 to 10 years Software Development Costs Software development costs primarily include internal and external labor expenses incurred to develop the software that powers the Company's websites. Certain costs incurred during the application development stage are capitalized based on specific activities tracked, while costs incurred during the preliminary project stage and post-implementation/operation stage are expensed as incurred. Capitalized software development costs are amortized over an estimated useful life of one to three years . Goodwill and Indefinite-Lived Intangible Assets Goodwill acquired in business combinations is assigned to the reporting units that are expected to benefit from the combination as of the acquisition date. Goodwill and indefinite-lived intangible assets, primarily the Company's trade names and trademarks, are not amortized. Rather, these assets are tested annually for impairment as of October 1, or more frequently upon the occurrence of certain events or substantive changes in circumstances. As part of its annual impairment testing of goodwill and indefinite-lived intangible assets, in each instance, the Company may elect to assess qualitative factors as a basis for determining whether it is necessary to perform the traditional quantitative impairment testing. If the Company’s assessment of these qualitative factors indicates that it is not more likely than not that the fair value of the reporting unit or indefinite-lived intangible asset is less than its carrying value, then no further testing is required. Otherwise, the goodwill reporting unit or long-lived intangible assets, as applicable, must be quantitatively tested for impairment. The quantitative test for goodwill impairment is determined using a two-step process. The first step is to compare the fair value of a reporting unit with its carrying amount, including goodwill. In performing the first step, the Company determines the fair value of its reporting units by using a market approach and a discounted cash flow ("DCF") analysis. Determining fair value using a DCF analysis requires the exercise of significant judgments, including judgments about appropriate discount rates, perpetual growth rates and the amount and timing of expected future cash flows. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not impaired and the second step of the impairment test is not required. If the carrying amount of a reporting unit exceeds its fair value, the second step of the goodwill impairment test is required to be performed to measure the amount of impairment, if any. The second step of the goodwill impairment test compares the implied fair value of the reporting unit's goodwill with the carrying amount of that goodwill. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination. If the carrying amount of the reporting unit's goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess. The quantitative impairment test for indefinite-lived intangible assets involves a comparison of the estimated fair value of the intangible asset with its carrying value. If the carrying value of the indefinite-lived intangible asset exceeds its estimated fair value, an impairment loss is recognized in an amount equal to that excess. The estimates of fair value of indefinite-lived intangible assets are determined using a DCF valuation analysis that employs a relief-from-royalty methodology in estimating the fair value of trade names and trademarks. Significant judgments inherent in this analysis include the determination of royalty rates, discount rates, perpetual growth rates and the amount and timing of future revenues. For the October 1, 2016 and 2015 annual impairment tests of goodwill and indefinite-lived intangible assets, the Company elected to perform qualitative assessments as a precursor to the traditional quantitative tests. Results of the October 1, 2016 and 2015 annual impairment tests indicated that it is not more likely than not that the fair value of the goodwill and the indefinite-lived intangible assets were each less than their respective carrying values. Accordingly, no further testing was required. Long-Lived Assets and Intangible Assets with Definite Lives Long-lived assets include property and equipment and intangible assets with definite lives. Amortization of definite-lived intangible assets is recorded on a straight-line basis over their estimated lives. Long-lived assets are tested for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. If the carrying amount is deemed to not be recoverable, an impairment loss is recorded as the amount by which the carrying amount of the long-lived asset exceeds its fair value. At December 31, 2016 and 2015, the Company performed its annual review of impairment triggering events for long-lived assets and determined that a triggering event had not occurred. During the fourth quarter of 2014, the Company lost key customers and experienced a decline in revenue for a certain product included within the Education business. Accordingly, in early 2015, the Company amended its strategic course for this product, resulting in a reduction in anticipated future cash flows. At December 31, 2014, the Company reviewed the long-lived assets associated with this product for recoverability, resulting in an impairment charge to customer lists and internally developed software of approximately $0.8 million . The fair value of the long-lived assets was determined using a discounted cash flow model. The impairment charge is included in general and administrative expense on the accompanying consolidated statement of operations and comprehensive income. Fair Value Measurements The Company categorizes its assets and liabilities measured at fair value into a fair value hierarchy that prioritizes the assumptions used in pricing the asset or liability into the following three levels: • Level 1 : Observable inputs, such as quoted prices for identical assets and liabilities in active markets obtained from independent sources. • Level 2 : Other inputs that are observable directly or indirectly, such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active and inputs that are derived principally from or corroborated by observable market data. • Level 3 : Unobservable inputs for which there is little or no market data and which require the Company to develop its own assumptions, based on the best information available under the circumstances, about the assumptions market participants would use in pricing the asset or liability. The Company's non-financial assets, such as goodwill, intangible assets and property and equipment are measured at fair value when there is an indicator of impairment and recorded at fair value only when an impairment charge is recognized. Such fair value measurements are based predominantly on Level 3 inputs. Contingent consideration payments related to acquisitions are measured at fair value each reporting period using Level 3 inputs. The Company's estimates of fair value are based upon assumptions believed to be reasonable but which are uncertain and involve significant judgments by management. Any changes in the fair value of these contingent consideration payments are included in operating income (expense) in the consolidated statements of operations. Cost of Revenue Cost of revenue consists primarily of expenses associated with compensation and other employee-related costs (including stock-based compensation) related to internally-operated call centers, third-party customer call center fees, credit scoring fees, credit card fees, website network hosting and server fees. 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. Advertising Advertising costs are expensed in the period incurred (except for production costs which are initially capitalized and then recognized as expense when the advertisement first runs) and principally represent offline costs, including television, print and radio advertising, and online advertising costs, including fees paid to search engines and distribution partners. Advertising expense was $243.2 million , $159.2 million and $102.2 million for the years ended December 31, 2016 , 2015 and 2014 , respectively, and is included in selling and marketing expense on the consolidated statements of operations and comprehensive income. Income Taxes Income taxes are accounted for under the liability method, and deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. In estimating future tax consequences, all expected future events are considered. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided on deferred tax assets if it is determined that it is more likely than not that the deferred tax asset will not be realized. Interest is recorded on potential tax contingencies as a component of income tax expense and recorded net of any applicable related income tax benefit. For the years ended December 31, 2016 and 2015, the Company followed the incremental or "with" and "without" approach to intraperiod tax allocation for determination of the amount of tax benefit to allocate to continuing operations as prescribed in ASC 740-20-45-7 with the exception of the allocation of the release of the valuation allowance for deferred tax assets which is governed by ASC 740-10-45-20. During 2014 , the Company reported loss from continuing operations and income from discontinued operations. As a result, the Company followed the accounting guidance prescribed in ASC 740-20-45-7, which provides an exception to the "with" and "without" approach to intraperiod tax allocation for determination of the amount of tax benefit to allocate to continuing operations in such circumstances. In accordance with the accounting standard for uncertainty in income taxes, liabilities for uncertain tax positions are recognized based on the two-step process prescribed by the accounting standards. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement. The Company uses the tax law ordering approach to determine the potential utilization of windfall benefits. These tax benefits are credited to additional paid-in capital when they reduce current taxable income consistent with the tax law ordering approach. Stock-Based Compensation The forms of stock-based awards granted to LendingTree employees are principally restricted stock units ("RSUs"), RSUs with performance conditions, restricted stock and stock options. RSUs are awards in the form of units, denominated in a hypothetical equivalent number of shares of LendingTree common stock and with the value of each award equal to the fair value of LendingTree common stock at the date of grant. RSUs may be settled in cash, stock or both, as determined by the Company's Compensation Committee at the time of grant. The Company does not have a history of settling these awards in cash. Each stock-based award is subject to service-based vesting, where a specific period of continued employment must pass before an award vests. The Compensation Committee can modify the vesting provisions of an award. Certain RSUs and restricted stock awards also include performance-based vesting, where certain performance targets set at the time of grant must be achieved before an award vests. LendingTree recognizes as expense non-cash compensation for all stock-based awards for which vesting is considered probable. The amount of non-cash compensation is reduced by estimated forfeitures, as the amount recorded to the consolidated statement of operations and comprehensive income is based on awards ultimately expected to vest. The forfeiture rate is estimated at the grant date, based on historical experience and revised, if necessary, in subsequent periods if the actual forfeiture rate differs from the estimated rate. For service-based awards, non-cash compensation is measured at fair value on the grant date and expensed ratably over the vesting term. The fair value of each stock option award is estimated using the Black-Scholes option pricing model, while the fair value of an RSU or restricted stock award is measured as the closing common stock price at the time of grant. For certain performance-based awards, the fair value is measured on the grant date as the fair value of the Company's common stock awarded and recognized as non-cash compensation, using a graded vesting attribution model that considers the probability of the targets being achieved. Tax benefits resulting from tax deductions in excess of the non-cash compensation recognized in the consolidated statement of operations and comprehensive income are reported as a component of financing cash flows. In 2016 and 2015, $5.8 million and $4.6 million , respectively, of tax benefits in excess of non-cash compensation recognized in the consolidated statement of shareholders' equity is reported as a component of financing cash flows. In 2014, while there were excess tax benefits from non-cash compensation, the tax benefits are not reflected in the consolidated statement of shareholders' equity because the Company did not recognize a current tax benefit. Litigation Settlements and Contingencies Litigation settlements and contingencies consists of expenses related to actual or anticipated litigation settlements, in addition to legal fees incurred in connection with various patent litigation claims the Company pursues against others. The Company is involved in legal proceedings on an ongoing basis. If the Company believes that a loss arising from such matters is probable and can be reasonably estimated, the estimated liability is accrued in the consolidated financial statements. If only a range of estimated losses can be determined, an amount within the range is accrued that, in the Company's judgment, reflects the most likely outcome; if none of the estimates within that range is a better estimate than any other amount, the low end of the range is accrued. For those proceedings in which an unfavorable outcome is reasonably possible but not probable, an estimate of the reasonably possible loss or range of losses or a conclusion that an estimate of the reasonably possible loss or range of losses arising directly from the proceeding (i.e., monetary damages or amounts paid in judgment or settlement) are not material is disclosed. Legal expenses associated with these matters are recognized as incurred. 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. Significant estimates underlying the accompanying consolidated financial statements, including discontinued operations, include: loan loss obligations; the recoverability of long-lived assets, goodwill and intangible assets; the determination of income taxes payable and deferred income taxes, including related valuation allowances; contingent consideration related to business combinations; litigation accruals; various other allowances, reserves and accruals; and assumptions related to the determination of stock-based compensation. 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 December 31, 2016 , 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 lenders 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 lender marketplace. For the years ended December 31, 2016 , 2015 and 2014 , one marketplace lender accounted for revenue representing 13% , 12% and 13% of total revenue, respectively, and another marketplace lender accounted for 15% , 11% and 11% of total revenue, respectively. Lenders 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 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 from participating lenders without utilizing the Company's service, its ability to generate revenue may be limited. Because the Company does not have exclusive relationships with the lenders whose loan offerings are offered on its online marketplace, consumers may obtain offers and loans from these lenders without using its service. The Company maintains operations solely in the United States. Recent Accounting Pronouncements In January 2017, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2017-06 which eliminates the requirement to calculate the implied fair value of goodwill to measure a goodwill impairment charge (Step 2 of the goodwill impairment test). Instead, an impairment charge will be based on the excess of the carrying amount over the fair value. This ASU is effective for annual and interim impairment tests performed in periods beginning after December 15, 2019. Early adoption is permitted for annual and interim goodwill impairment testing dates after January 1, 2017. This ASU will have an immaterial impact on the Company. In January 2017, the FASB issued ASU 2017-01 which provides guidance to assist in evaluating whether a set of transferred assets and activities constitutes a business or an asset. This ASU is effective for annual and interim reporting periods beginning after December 15, 2017, with early adoption permitted. The ASU is to be applied prospectively to any transactions occurring within the period of adoption. The Company early adopted this ASU. See Note 4 —Property and Equipment for the impact of this ASU on the acquisition of office buildings in December 2016. In November 2016, the FASB issued ASU 2016-18 which is intended to reduce the diversity in the classification and presentation of changes in restricted cash in the statement of cash flows, by requiring entities to combine the changes in cash and cash equivalents and restricted cash in one line. As a result, entities will no longer present transfers between cash and cash equivalents and restricted cash in the statement of cash flows. In addition, if more than one line item is recorded on the balance sheet for cash and cash equivalents and restricted cash, a reconciliation between the statement of cash flows and balance sheet is required. This ASU is effective for annual and interim reporting periods beginning after December 15, 2017, with early adoption permitted. The retrospective transition method, requiring adjustment to all comparative periods presented, is required. The Company is evaluating the impact this ASU will have on its consolidated financial statements and whether to early adopt. In August 2016, the FASB issued ASU 2016-15 which addresses eight cash flow classification issues, eliminating the diversity in practice. This ASU is effective for annual and interim reporting periods beginning after December 15, 2017, with early adoption permitted. The retrospective transition method, requiring adjustment to all comparative periods presented, is required unless it is impracticable for some of the amendments, in which case those amendments would be prospectively applied as of the earliest date practicable. The Company is evaluating the impact this ASU will have on its consolidated financial statements and whether to early adopt. In March 2016, the FASB issued ASU 2016-09 which simplifies various aspects related to how share-based payments are accounted for and presented in the financial statements, including the income tax consequences, classification of awards as either equity or liabilities, forfeitures and classification of excess tax benefits on the statement of cash flows. This ASU is effective for annual and interim reporting periods beginning after December 15, 2016, with early adoption permitted. Upon adoption, any adjustments are to be reflected as of the beginning of the fiscal year of adoption. The Company is evaluating the impact this ASU will have on its consolidated financial statements. In February 2016, the FASB issued ASU 2016-02 related to leases. This ASU requires the recognition of a right-of-use lease asset and a lease liability by lessees for all leases greater than one year in duration. This ASU is effective for annual and interim reporting periods beginning after December 15, 2018, with early adoption permitted. The guidance must be adopted using a modified retrospective transition. The Company is evaluating the impact this ASU will have on its consolidated financial statements and whether to early adopt. In August 2014, the FASB issued ASU 2014-15 related to management's assessment of a company's ability to continue as a going concern. This ASU requires an assessment for each annual and interim reporting period and requires disclosure when there is substantial doubt about a company's ability to continue as a going concern. This ASU is effective for annual and interim reporting period beginning after December 15, 2016. The Company adopted this ASU and it did not have a significant impact. In May 2014, the FASB issued ASU 2014-09 related to revenue recognition. This ASU was initiated as a joint project between the FASB and the International Accounting Standards Board ("IASB") to clarify the principles for recognizing revenue and to develop a common revenue standard for GAAP and international financial reporting standards ("IFRS"). This guidance will supersede the existing revenue recognition requirements in Accounting Standards Codification ("ASC") Topic 605, Revenue Recognition and was set to be effective for annual reporting periods beginning after December 15, 2016. However, in July 2015, the FASB deferred the effective date by one year, such that the standard will be effective for annual reporting periods beginning after December 15, 2017. Early adoption is permitted as of the original effective date of December 15, 2016. The ASU can be applied (i) retrospectively to each prior period presented or (ii) retrospectively with the cumulative effect of initially adopting the ASU recognized at the date of initial application. In March 2016, the FASB issued ASU 2016-08, which clarifies the principal versus agent guidance under ASU 2014-09. In April 2016, the FASB issued ASU 2016-10, which clarifies the identification of distinct performance obligations in a contract. In May 2016, the FASB issued ASU 2016-12, which clarifies the guidance on assessing collectability, presenting sales taxes, measuring noncash consideration and certain other transition matters. The clarification ASU's must be adopted concurrently with the adoption of ASU 2014-09. The Company is evaluating the impact these ASU's will have on its consolidated financial statements and which implementation method to apply. |
RESTRICTED CASH
RESTRICTED CASH | 12 Months Ended |
Dec. 31, 2016 | |
Cash and Cash Equivalents [Abstract] | |
RESTRICTED CASH | RESTRICTED CASH Restricted cash and cash equivalents consists of the following (in thousands) : December 31, 2016 December 31, 2015 Cash in escrow for surety bonds (a) $ — $ 2,453 Cash in escrow from sale of LendingTree Loans (b) 4,032 4,028 Other 57 60 Total restricted cash and cash equivalents $ 4,089 $ 6,541 (a) See Note 12 —Commitments for a discussion of surety bonds. In February 2016, all funds in escrow were released to the Company from restriction due to a reduction in collateral requirements. (b) HLC, a subsidiary of the Company, continues to be liable for certain indemnification obligations, repurchase obligations and premium repayment obligations following the sale of substantially all of the operating assets of its LendingTree Loans business in the second quarter of 2012. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | PROPERTY AND EQUIPMENT The balance of property and equipment, net is as follows (in thousands) : December 31, 2016 December 31, 2015 Land $ 5,818 $ — Building 14,679 — Site improvements 950 — Computer equipment and capitalized software 14,886 10,192 Leasehold improvements 3,048 2,096 Furniture and other equipment 826 432 Aircraft and automobile 1,988 23 Projects in progress 3,006 3,612 Total gross property and equipment 45,201 16,355 Accumulated depreciation (9,739 ) (6,940 ) Total property and equipment, net $ 35,462 $ 9,415 Unamortized capitalized software development costs, in service or under development, are $9.4 million and $8.0 million at December 31, 2016 and 2015 , respectively. Capitalized software development depreciation expense was $4.3 million , $2.6 million and $2.8 million for the years ended December 31, 2016 , 2015 and 2014 , respectively. During 2014, the Company recorded an impairment charge in its Education business of approximately $0.4 million to internally developed software. See Note 2—Significant Accounting Policies for a discussion of the impairment. In December 2016, the Company acquired two office buildings in Charlotte, North Carolina for $23.5 million in cash, which included $0.1 million in acquisition-related costs which were capitalized. The Company intends to utilize one or both buildings in the future as the corporate headquarters and to continue to rent any unused space. The acquisition has been accounted for as an asset purchase and the allocation of the purchase price to the assets acquired is as follows (in thousands) : Fair Value Weighted Average Depreciation Life Land $ 5,818 N/A Building 14,679 34.0 years Site improvements 950 6.6 years Tenant leases 2,029 3.2 years Total purchase price $ 23,476 Future rental income from the building tenants as of December 31, 2016 under operating lease agreements having an initial or remaining non-cancelable lease term in excess of one year are as follows (in thousands) : Year ending December 31, Amount 2017 $ 1,435 2018 1,197 2019 951 2020 599 2021 151 Total $ 4,333 Rental income is included in other income on the accompanying consolidated statement of operations and comprehensive income. |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | GOODWILL AND INTANGIBLE ASSETS The balance of goodwill, net is as follows (in thousands) : Goodwill Accumulated Impairment Loss Net Goodwill Balance at December 31, 2015 $ 486,720 $ (483,088 ) $ 3,632 Acquisition of CompareCards $ 52,450 — $ 52,450 Acquisition of SimpleTuition $ 375 — $ 375 Balance at December 31, 2016 $ 539,545 $ (483,088 ) $ 56,457 The balance of intangible assets, net is as follows (in thousands) : December 31, 2016 December 31, 2015 Intangible assets with indefinite lives $ 10,142 $ 10,142 Intangible assets with definite lives, net 61,542 850 Total intangible assets, net $ 71,684 $ 10,992 Goodwill and Indefinite-Lived Intangible Assets The Company's goodwill is associated with its one reportable segment. The carrying amount of goodwill increased during the year ended December 31, 2016 due to the acquisitions of CompareCards and SimpleTuition. See Note 6 —Business Acquisitions for a discussion of the acquisitions and associated goodwill. There was no change in the carrying amount of goodwill during the year ended December 31, 2015 . Results of the annual impairment test as of October 1, 2016 indicated that no impairment had occurred. Intangible assets with indefinite lives relate to the Company's trademarks. Results of the annual impairment test as of October 1, 2016 indicated that no impairment had occurred. Intangible Assets with Definite Lives Intangible assets with definite lives relate to the following (dollars in thousands) : Weighted Average Amortization Life Cost Accumulated Amortization Net Technology 4.0 years $ 28,300 $ (659 ) $ 27,641 Customer lists 11.7 years 28,100 (639 ) 27,461 Trademarks and tradenames 4.5 years 5,342 (937 ) 4,405 Tenant leases 3.2 years 2,030 — 2,030 Other 3.0 years 250 (245 ) 5 Balance at December 31, 2016 $ 64,022 $ (2,480 ) $ 61,542 Weighted Average Amortization Life Cost Accumulated Amortization Net Customer lists 10.0 years $ 1,000 $ (150 ) $ 850 Other 2.2 years 1,087 (1,087 ) — Balance at December 31, 2015 $ 2,087 $ (1,237 ) $ 850 Amortization of intangible assets with definite lives is computed on a straight-line basis and, based on balances as of December 31, 2016 , future amortization is estimated to be as follows (in thousands) : Amortization Expense Year ending December 31, 2017 $ 11,175 Year ending December 31, 2018 11,037 Year ending December 31, 2019 10,783 Year ending December 31, 2020 9,935 Year ending December 31, 2021 3,270 Thereafter 15,342 Total intangible assets with definite lives, net $ 61,542 On November 16, 2016, the Company acquired Iron Horse Holdings, LLC, which does business under the name CompareCards. See Note 6 —Business Acquisitions for a discussion of the acquisition and associated intangibles. In December 2016, the Company acquired two office buildings in Charlotte, North Carolina. See Note 4 —Property and Equipment for a discussion of the purchase and associated intangibles. During 2014, the Company recorded an impairment charge in its Education business of approximately $0.4 million to customer lists. See Note 2—Significant Accounting Policies for a discussion of the impairment. |
BUSINESS ACQUISITIONS
BUSINESS ACQUISITIONS | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
BUSINESS ACQUISITIONS | BUSINESS ACQUISITIONS Iron Horse Holdings, LLC On November 16, 2016, the Company acquired all of the membership interests of Iron Horse Holdings, LLC, which does business under the name CompareCards ("CompareCards"). CompareCards is an online marketing platform for credit cards, which the Company plans to use to grow its existing credit card business. The Company paid $80.7 million in initial cash consideration and will make two earnout payments, each ranging from zero to $22.5 million , based on the amount of earnings before interest, taxes, depreciation and amortization CompareCards generates during the periods of January 1, 2017 through December 31, 2017 and January 1, 2018 through December 31, 2018, or up to $45.0 million in aggregate payments (the “Earnout Payments”). The purchase price for the acquisition is $103.8 million comprised of an upfront cash payment of $80.7 million on November 16, 2016 and $23.1 million for the estimated fair value of the Earnout Payments, which is included in contingent considerations in the accompanying consolidated balance sheet. The upfront cash payment was funded from cash on hand. The estimated fair value of the Earnout Payments is determined using an option pricing model. The estimated value of the Earnout Payments is based upon available information and certain assumptions, known at the time of this report, which management believes are reasonable. Any differences in the actual Earnout Payments from the current estimated fair value of the Earnout Payments will be recorded in operating income (expense) in the consolidated statements of operations. The acquisition has been accounted for as a business combination. The preliminary allocation of purchase price to the assets acquired and the liabilities assumed is as follows (in thousands) : Fair Value Accounts receivable $ 3,538 Total intangible assets with definite lives, net 55,400 Goodwill 52,450 Accounts payable and accrued liabilities (7,582 ) Total purchase price $ 103,806 The Company primarily used the income approach for the valuation as appropriate, and used valuation inputs in these models and analyses that were based on market participant assumptions. Market participants are buyers and sellers unrelated to the Company and fair value is determined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction at the measurement date. The acquired intangible assets are definite-lived assets consisting primarily of development technology, customer relationships, and trade name and trademarks. The estimated fair values of the developed technology was determined using excess earnings analysis, the customer relationships were determined using the distributor method and the trade name and trademarks were determined using relief from royalty analysis. The fair value of the intangible assets with definite lives are as follows (dollars in thousands) : Fair Value Weighted Average Amortization Life Technology $ 27,900 4 years Customer lists $ 23,200 12 years Trade name and trademarks $ 4,300 5 years As of December 31, 2016, the Company has not completed its determination of the final allocation of the purchase price with respect to the acquired working capital. The purchase price allocation is expected to be finalized during the first quarter of 2017. The valuation of intangible assets has been completed, but the Company continues to obtain information on other current assets and liabilities that existed at the time of the acquisition. Any future adjustments to the current assets and liabilities acquired as part of the acquisition will also adjust goodwill. The Company recorded goodwill of $52.5 million , which represents the excess of the purchase price over the estimated fair value of tangible and intangible assets acquired, net of the liabilities assumed. The goodwill is primarily attributable to CompareCards as a going concern, which represents the ability of the Company to earn a higher return on the collection of assets and business of CompareCards than if those assets and business were to be acquired and managed separately. The benefit of access to the work force is an additional relevant element of goodwill. The goodwill is recorded in the Company’s one reportable segment. For income tax purposes, the Company treated the acquisition as an asset purchase and the goodwill will be tax deductible. As of the acquisition date, the Company’s consolidated results of operations include the results of the acquired CompareCards business. In 2016, revenue of $9.2 million and net income from continuing operations of $0.8 million have been included in the Company’s consolidated results of operations. Acquisition-related costs were $0.4 million in 2016 and are included in general and administrative expense on the consolidated statement of operations and comprehensive income. The unaudited pro forma financial results for the years ended December 31, 2016 and 2015 combine the consolidated results of the Company and CompareCards giving effect to the acquisition as if it had been completed on January 1, 2015. This unaudited pro forma financial information is presented for informational purposes only and is not indicative of future operations or results had the acquisition been completed as of January 1, 2015, or any other date. The unaudited pro forma financial results include adjustments for additional amortization expense based on the fair value of the intangible assets with definite lives and their estimated useful lives. The provision for income taxes from continuing operations has also been adjusted to reflect the results of operations of CompareCards and the adjustment to historical results. CompareCards did not pay taxes at the entity level as it was a limited liability company whose members elected for it to be taxed as a partnership. 2016 2015 (in thousands) Pro forma revenue $ 448,418 $ 308,647 Pro forma net income from continuing operations $ 33,407 $ 41,099 The unaudited pro forma net income from continuing operations for 2015 has been adjusted to include acquisition-related costs of $5.5 million incurred by the Company and CompareCards that are directly attributable to the acquisition, which will not have an ongoing impact. Accordingly, these costs have been eliminated from the unaudited pro forma net income from continuing operations for 2016. SimpleTuition, Inc. On May 31, 2016, the Company acquired certain assets of SimpleTuition, Inc. ("SimpleTuition"), a leading online marketing platform for student loans, for $5.0 million of cash consideration. Of the purchase price, $4.5 million was funded with available cash on hand and $0.5 million was held-back in satisfaction of any potential claims. The acquisition has been accounted for as a business combination. During the quarter ended September 30, 2016, the Company completed its determination of the final allocation of the purchase price with respect to the acquired assets. The Company has recorded the $5.0 million paid to the tangible and identifiable intangible assets based on their fair value, with the residual recorded to goodwill in the Company's one reportable segment. No liabilities were assumed. Acquisition-related costs were $0.1 million for 2016 and are included in general and administrative expense on the consolidated statements of operations and comprehensive income. The allocation of the purchase price to the assets acquired is as follows (dollars in thousands) : Fair Value Weighted Average Amortization Life Accounts receivable $ 125 N/A Total intangible assets with definite lives, net $ 4,500 9.2 years Goodwill $ 375 N/A The Company treated the purchase as an asset acquisition for income tax purposes and is deducting the recognized goodwill for income tax purposes. The acquisition of SimpleTuition was not considered significant to the accompanying consolidated financial statements. Other On June 30, 2014, the Company acquired certain intangible assets to be used in its home services business for $0.6 million paid on the acquisition date, plus contingent consideration of $0 to $0.8 million . During the fourth quarter of 2014, the Company finalized the purchase price of $1.0 million , which included an estimated contingent consideration of $0.4 million . The entire purchase price was allocated to the customer lists acquired, which is being amortized on a straight-line basis over a useful life of 10 years . Additionally during the nine months following the acquisition, performance against the conditions of the earn-out reduced the total contingent consideration to $0.2 million , which was fully paid as of December 31, 2015. |
ACCRUED EXPENSES AND OTHER CURR
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 12 Months Ended |
Dec. 31, 2016 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities consist of the following (in thousands) : December 31, 2016 December 31, 2015 Accrued litigation liabilities $ 736 $ 636 Accrued advertising expense 26,976 20,841 Accrued compensation and benefits 5,626 4,464 Accrued professional fees 1,411 711 Customer deposits and escrows 5,041 4,471 Other 9,613 3,762 Total accrued expenses and other current liabilities $ 49,403 $ 34,885 |
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
SHAREHOLDERS' EQUITY | Basic and diluted income (loss) per share was determined based on the following share data (in thousands) : Year Ended December 31, 2016 2015 2014 Weighted average basic common shares 11,812 11,516 11,188 Effect of stock options 886 866 — Effect of dilutive share awards 75 159 — Weighted average diluted common shares 12,773 12,541 11,188 For the year ended December 31, 2014 , 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 were used to compute loss per share amounts for this period. For the year ended December 31, 2014, approximately 0.7 million shares related to potentially dilutive securities were excluded from the calculation of diluted loss per share, because their inclusion would have been anti-dilutive. See Note 9 —Stock-Based Compensation for a full description of outstanding equity awards. Common Stock Repurchases In each of January 2010, May 2014, January 2016 and February 2016, the board of directors authorized and the Company announced the repurchase of up to $10.0 million , $10.0 million , $50.0 million and $40.0 million , respectively, of LendingTree's common stock. During the years ended December 31, 2016 , 2015 and 2014 , the Company purchased 690,218 , 5,250 and 99,345 shares, respectively, of its common stock for aggregate consideration of $48.5 million , $0.2 million and $2.6 million , respectively. At December 31, 2016 , approximately $48.7 million remains authorized for share repurchase. Equity Offering In November 2015, the Company completed an equity offering of 852,500 shares of its common stock. The common stock was issued at a price of $115.00 per share. The Company received net proceeds of $91.5 million , after deducting approximately $5.9 million in underwriting discounts and $0.7 million in offering expenses. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION The Company currently has one active plan, the Fourth Amended and Restated LendingTree 2008 Stock and Annual Incentive Plan (the "Equity Award Plan"), under which future awards may be granted, which currently covers outstanding stock options to acquire shares of the Company's common stock, restricted stock, RSUs and RSUs with performance conditions, and provides for the future grants of these and other equity awards. Under the Equity Award Plan, the Company is authorized to grant stock options, restricted stock, RSUs and other equity-based awards for up to 4.35 million shares of LendingTree common stock to employees, non-employee consultants, officers and directors. The Equity Award Plan has a stated term of ten years and provides that the exercise price of stock options granted will not be less than the market price of the common stock on the grant date. The Equity Award Plan itself does not specify grant dates or vesting schedules, as those determinations are delegated to the Compensation Committee of the board of directors. Each grant agreement reflects the vesting schedule for that particular grant, as determined by the Compensation Committee. The Compensation Committee has the authority to modify the vesting provisions of an award. 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) : Year Ended December 31, 2016 2015 2014 Cost of revenue $ 129 $ 95 $ 32 Selling and marketing expense 2,722 1,597 901 General and administrative expense 4,699 5,120 5,148 Product development 2,097 1,558 1,196 Restructuring and severance — 138 169 Total non-cash compensation $ 9,647 $ 8,508 $ 7,446 For the years ended December 31, 2016 and 2015, the Company recognized $3.7 million and $3.0 million of income tax benefit related to non-cash compensation. For the year ended December 31, 2014 , the Company recognized no income tax benefit related to non-cash compensation due to its net operating loss and valuation allowance. As of December 31, 2016 , there was approximately $7.8 million , $7.5 million , $1.7 million and $0.1 million of unrecognized compensation cost related to stock options, RSUs, RSUs with performance conditions and restricted stock, respectively. These costs are expected to be recognized over a weighted-average period of approximately 1.5 years for stock options, 1.9 years for RSUs, 1.9 years for RSUs with performance conditions and 0.4 years for restricted stock. Stock Options A summary of the 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) Outstanding at December 31, 2015 1,918,182 $ 18.85 Granted 86,149 79.46 Exercised (6,093 ) 38.58 Forfeited (6,329 ) 74.48 Expired (107 ) 117.95 Outstanding at December 31, 2016 1,991,802 $ 21.23 5.16 $ 159,754 Options exercisable 970,202 $ 9.69 2.63 $ 88,977 (a) The aggregate intrinsic value represents the total pre-tax intrinsic value (the difference between the Company's closing stock price of $101.35 on the last trading day of 2016 and the exercise price, multiplied by the number of shares covered by in-the-money options) that would have been received by the option holders had all option holders exercised their options on December 31, 2016 . The intrinsic value changes based on the market value of the Company's common stock. Upon exercise, the intrinsic value represents the pre-tax difference between the Company's closing stock price on the exercise date and the exercise price, multiplied by the number of stock options exercised. During the years ended December 31, 2016 , 2015 and 2014 , the total intrinsic value of stock options that were exercised was $0.3 million , $5.9 million and $0.2 million , respectively. Cash received from stock option exercises and the related actual tax benefit realized were $0.2 million and $0.1 million , respectively, for the year ended December 31, 2016 . During the years ended December 31, 2016 , 2015 and 2014, the Company granted stock options with a weighted average grant date fair value per share of $40.05 , $27.60 and $11.22 , respectively, of which the vesting periods include (a) three years from the grant date, (b) 25% and 75% over a period of 2.5 years and 3.5 years , respectively, (c) 25% and 75% over a period of 2.0 years and 3.0 years , respectively, (d) 25% and 75% over a period of 1.67 years and 2.67 years , respectively, (e) six months from the grant date, (f) one year from the grant date, (g) two years from the grant date and (h) five months from the grant date. 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: Year Ended December 31, 2016 2015 2014 Expected term (1) 5.22 - 6.38 years 5.21 - 6.23 years 5.75 - 6.63 years Expected dividend (2) — — — Expected volatility (3) 48% - 53% 38% - 48% 36% - 64% Risk-free interest rate (4) 1.10% - 2.18% 1.65% - 2.01% 1.81% - 2.13% (1) The expected term of stock options granted was calculated using the 'Simplified Method', which utilizes the midpoint between the weighted average time of vesting and the end of the contractual term. This method was utilized for the stock options due to a lack of historical exercise behavior by the Company's employees. (2) For all stock options granted during the years ended December 31, 2016 , 2015 and 2014, no dividends are expected to be paid over the contractual term of the stock options, resulting in a zero expected dividend rate. (3) The expected volatility rate is based on the historical volatility of the Company's common stock or a blended rate which includes the historical volatility of the Company's common stock and that of a peer group. (4) The risk-free interest rate is specific to the date of grant. The risk-free interest rate is based on U.S. Treasury yields for notes with comparable expected terms as the awards, in effect at the grant date. As of December 31, 2016 , the non-vested options are expected to vest over a weighted-average period of approximately 1.5 years . During the years ended December 31, 2016 , 2015 and 2014 , the total fair value of options vested was $0.9 million , $0.8 million and $0.4 million , respectively. Restricted Stock Units A summary of the changes in outstanding nonvested RSUs is as follows: RSUs Number of Units Weighted Average Grant Date Fair Value (per unit) Nonvested at December 31, 2015 237,377 $ 43.13 Granted (a) 78,334 76.52 Vested (142,289 ) 34.72 Forfeited (21,048 ) 61.35 Nonvested at December 31, 2016 152,374 $ 65.64 (a) The grant date fair value per share of the RSUs is calculated as the closing market price of LendingTree's common stock at the time of the grant. The total fair value of RSUs that vested during the years ended December 31, 2016 , 2015 and 2014 was $10.1 million , $11.0 million and $11.0 million , respectively. Restricted Stock A summary of the changes in outstanding nonvested restricted stock is as follows: Restricted Stock Number of Shares Weighted Average Grant Date Fair Value (per share) Nonvested at December 31, 2015 68,762 $ 23.60 Granted (a) — — Vested (54,298 ) 23.18 Forfeited — — Nonvested at December 31, 2016 14,464 $ 25.14 (a) The grant date fair value per share of the restricted stock is calculated as the closing market price of LendingTree's common stock at the time of grant. The total fair value of restricted stock that vested during the years ended December 31, 2016 , 2015 and 2014 was $3.9 million , $4.1 million and $1.5 million , respectively. Restricted Stock Units with Performance Conditions During 2016, the Company granted RSUs with performance conditions to certain employees, of which vesting periods range from 0.33 years to 2.33 years , pending the attainment of certain performance targets set at the time of grant. A summary of the 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 December 31, 2015 — $ — Granted 56,761 87.27 Vested (1,953 ) 83.60 Forfeited (10,299 ) 83.60 Nonvested at December 31, 2016 44,509 $ 88.28 (a) The grant date fair value per share of the RSUs with performance conditions is calculated as the closing market price of LendingTree's common stock at the time of grant. The total fair value of RSUs with performance conditions that vested during the year ended December 31, 2016 was $0.2 million . |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES Income Tax Provision The components of the income tax expense (benefit) are as follows (in thousands) : Year Ended December 31, 2016 2015 2014 Current income tax expense (benefit): Federal $ 11,519 $ 5,847 $ (371 ) State 2,480 1,149 (219 ) Current income tax expense (benefit) 13,999 6,996 (590 ) Deferred income tax (benefit) provision: Federal 3,703 (19,676 ) 63 State 2,664 (10,293 ) 43 Deferred income tax (benefit) provision 6,367 (29,969 ) 106 Income tax expense (benefit) $ 20,366 $ (22,973 ) $ (484 ) A reconciliation of the income tax expense (benefit) to the amounts computed by applying the statutory federal income tax rate to income (loss) from continuing operations before income taxes is shown as follows (in thousands) : Year Ended December 31, 2016 2015 2014 Income tax expense (benefit) at the federal statutory rate of 35% $ 18,051 $ 9,920 $ (340 ) State income taxes, net of effect of federal tax benefit 4,038 1,480 (143 ) Change in (release of) valuation allowance (416 ) (34,409 ) — Research and experimentation tax credit (2,574 ) — — Other, net 1,267 36 (1 ) Income tax expense (benefit) $ 20,366 $ (22,973 ) $ (484 ) Deferred Income Taxes The tax effects of cumulative temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are as follows (in thousands) : December 31, 2016 2015 Deferred tax assets: Provision for accrued expenses $ 8,056 $ 7,247 Net operating loss carryforwards (a) 8,548 15,036 Non-cash compensation expense 5,699 4,321 Goodwill 1,825 1,825 Other 139 1,544 Total gross deferred tax assets 24,267 29,973 Less: valuation allowance (b) (2,101 ) (2,341 ) Total deferred tax assets, net of the valuation allowance 22,166 27,632 Deferred tax liabilities: Intangible and other assets (2,704 ) (2,060 ) Other (1,071 ) (453 ) Total gross deferred tax liabilities (3,775 ) (2,513 ) Net deferred taxes $ 18,391 $ 25,119 (a) At December 31, 2016 , the Company had pre-tax consolidated federal net operating losses ("NOLs") of $10.9 million . The federal NOLs will expire in 2030. The Company's NOLs will be available to offset taxable income (until such NOLs are either used or expire) subject to the Internal Revenue Code Section 382 annual limitation. In addition, the Company has state NOLs of approximately $221.0 million at December 31, 2016 that will expire at various times between 2017 and 2037. (b) The valuation allowance is related to items for which it is "more likely than not" that the tax benefit will not be realized. Deferred income taxes are presented in the accompanying consolidated balance sheets as follows (in thousands) : December 31, 2016 2015 Deferred income tax assets $ 14,610 $ 20,977 Non-current assets of discontinued operations 3,781 4,142 Net deferred taxes $ 18,391 $ 25,119 Valuation Allowance A valuation allowance is provided on deferred tax assets if it is determined that it is "more likely than not" that the deferred tax asset will not be realized. As of each reporting date, management considers both positive and negative evidence regarding the likelihood of future realization of the deferred tax assets. In the fourth quarter of 2015 the Company concluded, based upon all available evidence, it was more likely than not it would have sufficient future taxable income to realize the majority of its net deferred tax assets. As a result, the Company released the majority of the valuation allowance in 2015. The Company significantly improved its operating performance in 2015, emerged from cumulative losses in recent years due to a cumulative profit position and projects taxable income in future years. While the Company believes the assumptions included in its projections of future taxable income are reasonable, if the actual results vary from expected results due to unforeseen changes in the economy or mortgage industry, or other factors, the Company may need to make future adjustments to the valuation allowance for all, or a portion, of the net deferred tax assets. At December 31, 2016 and 2015, the Company recorded a partial valuation allowance of $2.1 million and $2.3 million , respectively, primarily related to state net operating losses, which the Company does not expect to be able to utilize prior to expiration. A reconciliation of the beginning and ending balances of the deferred tax valuation allowance is as follows (in thousands) : Year Ended December 31, 2016 2015 2014 Balance, beginning of the period $ 2,341 $ 40,121 $ 49,674 Charges to earnings (a) (240 ) (37,780 ) (3,707 ) Out of period adjustment (b) — — (5,846 ) Balance, end of the period $ 2,101 $ 2,341 $ 40,121 (a) During 2015, the amount is primarily related to the Company's release of the valuation allowance, current year utilization of net operating loss carryforwards, the write-off of certain state net operating losses that expire in 2015 and state net operating losses not expected to be utilized in future years due to changes in ownership limitations. (b) Out of period adjustment in the valuation allowance is offset by an out of period adjustment to the deferred tax assets, thus the adjustment is limited to disclosure. The error related primarily to the calculation of the federal benefit of the state operating loss carryforwards. Unrecognized Tax Benefits A reconciliation of the beginning and ending amounts of unrecognized tax benefits, excluding interest and penalties, is as follows (in thousands) : Year Ended December 31, 2016 2015 Balance, beginning of the period $ 19 $ 23 Additions based on tax positions of the current year 550 — Lapse of statute of limitations (19 ) (4 ) Balance, end of the period $ 550 $ 19 Interest and, if applicable, penalties are recognized related to unrecognized tax benefits in income tax expense. For the year ended December 31, 2015, the Company incurred interest and penalties on unrecognized tax benefits of $0.1 million which was included in income tax expense. Interest and penalties on unrecognized tax benefits included in income tax expense for each of the years ended December 31, 2016 and 2014 was immaterial. As of December 31, 2015 , the accrual for interest and penalties was $0.1 million . The accrual for interest and penalties as of December 31, 2016 was immaterial. As of December 31, 2016 , the accrual for unrecognized tax benefits, including interest, was $0.6 million , which would benefit the effective tax rate if recognized. As of December 31, 2015, the accrual for unrecognized tax benefits, including interest, was $0.2 million , of which an immaterial amount would benefit the effective tax rate if recognized. Tax Audits LendingTree is subject to audits by federal, state and local authorities in the area of income tax. These audits include questioning the timing and the amount of deductions and the allocation of income among various tax jurisdictions. Income taxes payable include amounts considered sufficient to pay assessments that may result from examination of prior year returns; however, any amounts paid upon resolution of issues raised may differ from the amount provided. Differences between the reserves for tax contingencies and the amounts owed by the Company are recorded in the period they become known. As of December 31, 2016, the Company is subject to a federal income tax examination for the tax years 2012 through 2015. In addition, the Company is subject to state and local tax examinations for the tax years 2013 through 2015. |
REVOLVING CREDIT FACILITY
REVOLVING CREDIT FACILITY | 12 Months Ended |
Dec. 31, 2016 | |
Line of Credit Facility [Line Items] | |
REVOLVING CREDIT FACILITY | REVOLVING CREDIT FACILITY Senior Secured Revolving Credit Facility On October 22, 2015, the Company's wholly-owned subsidiary, LendingTree, LLC, entered into a $125.0 million five -year senior secured revolving credit facility which matures on October 22, 2020 (the “Revolving Credit Facility”). The proceeds of the Revolving Credit Facility can be used to finance working capital needs, capital expenditures and general corporate purposes, including to finance permitted acquisitions. As of December 31, 2016 , the Company does not have any borrowings outstanding under the Revolving Credit Facility. Up to $10.0 million of the Revolving Credit Facility will be available for short-term loans, referred to as swingline loans. Additionally, up to $10.0 million of the Revolving Credit Facility will be available for the issuance of letters of credit. Under certain conditions, the Company will be permitted to add one or more term loans and/or increase revolving commitments under the Revolving Credit Facility up to an aggregate amount of $50.0 million . The Company’s borrowings under the Revolving 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 SunTrust Bank , (b) the federal funds effective rate plus 0.5% and (c) the LIBO rate (defined below) on a daily basis applicable for an interest period of one month plus 1.0% and (ii) an applicable percentage of 1.0% to 2.0% based on the funded debt to consolidated EBITDA ratio; or • a LIBO rate generally defined as the sum of (i) the rate for Eurodollar deposits in the applicable currency and (ii) an applicable percentage of 2.0% to 3.0% based on the funded debt to consolidated EBITDA ratio. All swingline loans bear interest at the base rate defined above. Interest on the Company’s borrowings are 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 Revolving Credit Facility contains certain restrictive financial covenants, which include a funded debt to consolidated EBITDA ratio and a consolidated EBITDA to interest expense ratio. In addition, the Revolving Credit Facility contains customary affirmative and negative covenants in addition to events of default for a transaction of this type that, among other things, restrict additional indebtedness, liens, mergers or certain fundamental changes, asset dispositions, dividends, stock repurchases and other restricted payments, transactions with affiliates, sale-leaseback transactions, hedging transactions, loans and investments and other matters customarily restricted in such agreements. The Company was in compliance with all covenants at December 31, 2016. The Revolving Credit Facility requires LendingTree, LLC to pledge as collateral, subject to certain customary exclusions, 100% of its assets, including 100% of its equity in all of its subsidiaries. The obligations under this facility are unconditionally guaranteed on a senior basis by LendingTree, Inc. and specific subsidiaries of LendingTree, LLC, which guaranties are secured by a pledge as collateral, subject to certain customary exclusions, of 100% of each of such guarantor's assets, including 100% of its equity in all of its subsidiaries. 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 Credit Facility equal to an applicable percentage of 0.25% to 0.5% per annum based on a funded debt to consolidated EBITDA 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 2.0% to 3.0% based on the funded debt to consolidated EBITDA ratio. The letter of credit fronting fee is 0.125% per annum on the face amount of each letter of credit. The Company incurred debt issuance costs of $1.2 million for the Revolving Credit Facility, which is included in prepaid and other current assets and other non-current assets in the Company's consolidated balance sheet and is being amortized to interest expense over the life of the Revolving Credit Facility of five years . |
COMMITMENTS
COMMITMENTS | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS | COMMITMENTS Operating Leases The Company leases office space used in connection with its operations under various operating leases, which contain escalation clauses. The Company's operating leases relate to its office space in Charlotte, North Carolina and Burlingame, California. Future minimum payments as of December 31, 2016 under operating lease agreements having an initial or remaining non-cancelable lease term in excess of one year are as follows (in thousands) : Year ending December 31, Amount 2017 $ 1,374 2018 1,227 2019 1,025 2020 1,055 2021 — Total $ 4,681 Rental expense for all operating leases, except those with terms of a month or less that were not renewed, charged to continuing operations was $1.6 million , $1.2 million and $1.1 million , for each of the years ended December 31, 2016 , 2015 and 2014 , respectively, and a majority of which is included in general and administrative expense in the consolidated statements of operations and comprehensive income. Bonds The Company has funding commitments that could potentially require performance in the event of demands by third parties or contingent events, as follows (in thousands) : Commitments Due By Period Total Less Than 1 year 1-3 years 3-5 years More Than 5 years Surety bonds (a) $ 4,293 $ 4,268 $ 25 $ — $ — Litigation bonds (b) 140 140 — — — Total $ 4,433 $ 4,408 $ 25 $ — $ — (a) State laws and regulations generally require businesses which engage in mortgage brokering activity to maintain a mortgage broker or similar license. Mortgage brokering activity is generally defined to include, among other things, receiving valuable consideration for offering assistance to a buyer in obtaining a residential mortgage or soliciting financial and mortgage information from the public and providing that information to an originator of residential mortgage loans. All states require that the Company maintain surety bonds for potential claims. (b) Bonds required for certain legal matters. |
CONTINGENCIES
CONTINGENCIES | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
CONTINGENCIES | 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 business. With respect to the matters disclosed in this Note 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 December 31, 2016 and 2015 , the Company has a litigation settlement accrual of $0.7 million and $0.6 million , respectively, in continuing operations and $4.0 million and $3.6 million , respectively, in discontinued operations. The litigation settlement accrual relates 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. Specific Matters Intellectual Property Litigation Zillow LendingTree v. Zillow, Inc., et al. Civil Action No. 3:10-cv-439 . On September 8, 2010, the Company filed an action for patent infringement in the U.S. District Court for the Western District of North Carolina against Zillow, Inc., Nextag, Inc., Quinstreet, Inc., Quinstreet Media, Inc. and Adchemy, Inc. The complaint was amended to include Leadpoint, Inc. d/b/a Securerights on September 24, 2010. The complaint alleged that each of the defendants infringed one or both of the Company's patents—U.S. Patent No. 6,385,594, entitled "Method and Computer Network for Co-Ordinating a Loan over the Internet," and U.S. Patent No. 6,611,816, entitled "Method and Computer Network for Co-Ordinating a Loan over the Internet." The defendants in this action asserted various defenses and counterclaims against the Company, including the assertion by certain of the defendants of counterclaims alleging illegal monopolization via the Company's maintenance of the asserted patents. Defendant NexTag asserted defenses of laches and equitable estoppel. In July 2011, the Company reached a settlement agreement with Leadpoint, Inc., pursuant to which all claims against Leadpoint, Inc. and all counterclaims against the Company by Leadpoint, Inc. were dismissed. In November 2012, the Company reached a settlement agreement with Quinstreet, Inc. and Quinstreet Media, Inc. (collectively, the "Quinstreet Parties"), pursuant to which all claims against the Quinstreet Parties and all counterclaims against the Company by the Quinstreet Parties were dismissed. After an unsuccessful attempt to reach settlement through mediation with the remaining parties, this matter went to trial beginning in February 2014, and on March 12, 2014, the jury returned a verdict. The jury found that the defendants Zillow, Inc., Adchemy, Inc., and NexTag, Inc. did not infringe the two patents referenced above and determined that those patents are invalid due to an inventorship defect, and the court found that NexTag was entitled to defenses of laches and equitable estoppel. The jury found in the Company’s favor on the defendants' counterclaims alleging inequitable conduct and antitrust violations. Judgment was entered on March 31, 2014. After the court entered judgment, on May 27, 2014, the Company reached a settlement agreement with defendant Adchemy, Inc., including an agreement to dismiss and withdraw all claims, counterclaims, and motions between the Company and Adchemy, Inc. As a result, a joint and voluntary dismissal was filed June 12, 2014 with respect to claims between the Company and Adchemy. The parties filed various post-trial motions; in particular, defendants collectively sought up to $9.7 million in fees and costs. On October 9, 2014, the court denied the Company's post-trial motion for judgment as a matter of law and denied Zillow's post-trial motions for sanctions and attorneys' fees. The court also denied in part and granted in part NexTag's post-trial motion for attorneys' fees, awarding NexTag a portion of its attorneys' fees and costs totaling $2.3 million , plus interest. In November 2014, the Company filed a notice of appeal to the U.S. Court of Appeals for the Federal Circuit with respect to the jury verdict concerning Zillow, Inc. and Nextag, Inc. and the award of attorneys' fees. In March 2015, the U.S. Court of Appeals for the Federal Circuit granted the Company's motion to stay appellate briefing pending an en banc review by such court of the laches defense in an unrelated patent infringement matter and ruled in favor of Zillow, Inc. on an immaterial amount of costs related to the trial process. In June 2015, the Company reached a settlement agreement for $1.1 million with defendant NexTag pursuant to which the Company dismissed its appeal of the jury verdict and the award of attorney's fees concerning NexTag, and NexTag dismissed its cross-appeal and claims relating to the jury verdict and the award of attorneys' fees. In July 2015, the stay was lifted on the Company's appeal with respect to the jury verdict concerning Zillow, Inc. The appeal was heard by the U.S. Court of Appeals for the Federal Circuit in June 2016, and in July 2016 the Court determined that certain of the claims of the two patents referenced above were directed to ineligible subject matter and thus such claims were invalid under 35 U.S.C. Section 101. With respect to the remaining claims that the Court did not hold were ineligible, the Court granted a remand to the federal district court to allow LendingTree to file a motion to vacate the judgment of invalidity for incorrect inventorship. Legal Matters Next Advisor Continued, Inc. Next Advisor Continued, Inc. v. LendingTree, Inc. and LendingTree, LLC, No. 15-cvs-20775 (N.C. Super. Ct.). On November 6, 2015, the plaintiff filed this action against LendingTree, Inc. and LendingTree, LLC (together “LendingTree”). The plaintiff generally alleges that LendingTree breached a non-disclosure agreement and misappropriated trade secrets in the context of a potential business acquisition of the plaintiff by LendingTree. Based upon these allegations, the plaintiff asserts claims for breach of contract, misappropriation of trade secrets, and violation of the North Carolina Unfair and Deceptive Trade Practices Act. The plaintiff seeks damages, attorneys’ fees and injunctive relief. On December 16, 2015, LendingTree filed its answer to the plaintiff's complaint, denying the material allegations and asserting numerous defenses thereto. In June 2016, the Court granted plaintiff's motion for preliminary injunction and ordered that LendingTree cease any utilization of confidential and trade secret information of plaintiff and cease marketing its credit card product via certain third party content marketing platforms until the judge finally determines the facts in this matter and the appropriate relief, if any, to be granted with respect thereto. LendingTree believes that the plaintiff's allegations lack merit and intends to vigorously defend this action. In July 2016, LendingTree filed a notice of interlocutory appeal with respect to the order granting plaintiff's motion for preliminary injunction to the North Carolina Supreme Court; the interlocutory appeal was dismissed in December 2016. In February 2017, LendingTree filed a motion for partial summary judgment. An estimated liability of $0.1 million for this matter is included in the accompanying consolidated balance sheet as of December 31, 2016 . Legal Matters Massachusetts Division of Banks On February 11, 2011, the Massachusetts Division of Banks (the "Division") delivered a Report of Examination/Inspection to LendingTree, LLC, which identified various alleged violations of Massachusetts and federal laws, including the alleged insufficient delivery by LendingTree, LLC of various disclosures to its customers. On October 14, 2011, the Division provided a proposed Consent Agreement and Order to settle the Division's allegations, which the Division had shared with other state mortgage lending regulators. Thirty-four of such state mortgage lending regulators (the "Joining Regulators") indicated that if LendingTree, LLC would enter into the Consent Agreement and Order, they would agree not to pursue any analogous allegations that they otherwise might assert. None of the Joining Regulators have asserted any such allegations. The proposed Consent Agreement and Order calls for a fine to be allocated among the Division and the Joining Regulators and for LendingTree, LLC to adopt various new procedures and practices. The Company has commenced negotiations toward an acceptable Consent Agreement and Order. It does not believe its mortgage marketplace business violated any federal or state mortgage lending laws; nor does it believe that any past operations of the mortgage business have resulted in a material violation of any such laws. Should the Division or any Joining Regulator bring any actions relating to the matters alleged in the February 2011 Report of Examination/Inspection, the Company intends to defend against such actions vigorously. The range of possible loss is estimated to be between $0.5 million and $6.5 million , and an estimated liability of $0.5 million has been established for this matter in the accompanying consolidated balance sheet as of December 31, 2016 . Litigation Related to Discontinued Operations Residential Funding Company 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 above captioned matter. Generally, Residential Funding Company, LLC ("RFC") seeks damages for breach of contract and indemnification for certain residential mortgage loans as well as residential mortgage-backed securitizations ("RMBS") containing mortgage loans. RFC asserts 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 filed for bankruptcy protection in May 2012. Plaintiff alleges 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 Home Loan Center, in federal and state courts in Minnesota and New York. In each case, Plaintiff claims that the defendant is liable for a portion of the global settlement in RFC’s bankruptcy. Plaintiff asserts two claims against HLC: (1) breach of contract based on HLC’s alleged breach of representations and warranties concerning the quality and characteristics of the mortgage loans it sold to RFC (Count One); and (2) contractual indemnification for alleged liabilities, losses, and damages incurred by RFC arising out of purported defects in loans that RFC purchased from HSBC and sold to third parties (Count Two). Plaintiff alleges that the “types of defects” contained in the loans it purchased from HLC included “income misrepresentation, employment misrepresentation, appraisal misrepresentations or inaccuracies, undisclosed debt, and missing or inaccurate documents.” HLC filed a Motion to Dismiss under Rule 12(b)(6) of the Federal Rules of Civil Procedure or, in the alternative, a Motion for More Definite Statement under Rule 12(e). On June 25, 2015 the judge denied HLC's motion. On July 9, 2015, HLC filed its answer to RFC’s complaint, denying the material allegations of the complaint and asserting numerous defenses thereto. Discovery is ongoing in this matter. HLC intends to vigorously defend this action. An estimated liability of $3.0 million for this matter is included in the accompanying consolidated balance sheet as of December 31, 2016. Lehman Brothers Holdings, Inc. Demand Letter Lehman Brothers Holdings Inc. v. 1 st Advantage Mortgage, LLC et al., Case No. 08-13555 (SCC) (Bankr. S.D.N.Y.). In February 2016, Lehman Brothers Holdings Inc. (“LBHI”) filed an Adversary Complaint against Home Loan Center and approximately 149 other defendants (the “Complaint”). The Complaint generally seeks (1) a declaratory judgment that the settlements entered by LBHI with Fannie Mae and Freddie Mac as part of LBHI’s bankruptcy proceedings gave rise to LBHI’s contractual indemnification claims against defendants alleged in the Complaint; (2) indemnification from HLC and the other defendants for losses allegedly incurred by LBHI in respect of defective mortgage loans sold by defendants to LBHI or its affiliates; and (3) interest, attorneys’ fees and costs incurred by LBHI in the litigation. HLC intends to defend this action vigorously. HLC had previously received a demand letter (the “Letter”) from LBHI in December 2014 with respect to 64 loans (the “Loans”) that LBHI alleged were sold by HLC to Lehman Brothers Bank FSB (“LBB”) between 2004 and 2008 pursuant to a loan purchase agreement (the “LPA”) between HLC and LBB. The Letter generally sought indemnification from HLC in accordance with the LPA for certain claims that LBHI alleged it allowed in its bankruptcy with respect to the Loans. An estimated liability of $1.0 million for this matter is included in the accompanying consolidated balance sheet as of December 31, 2016 . |
FAIR VALUE MEASUREMENT
FAIR VALUE MEASUREMENT | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENT | FAIR VALUE MEASUREMENTS The carrying amounts of the Company's financial instruments are equal to fair value at December 31, 2016. 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 during the year ended December 31, 2016 are as follows (in thousands) : Contingent Consideration Balance at January 1, 2016 $ — Transfers into Level 3 — Transfers out of Level 3 — Total net gains (losses) included in earnings (realized and unrealized) — Purchases, sales and settlements: Additions 23,100 Payments — Balance at December 31, 2016 $ 23,100 The contingent consideration liability at December 31, 2016 is the estimated fair value of the Earnout Payments of the CompareCards acquisition. The Company will make Earnout Payments ranging from zero to $45.0 million based on the achievement of certain defined earnings targets. See Note 6 —Business Acquisitions for additional information on the contingent consideration of the CompareCards acquisition. The significant unobservable inputs used to calculate the fair value of the contingent consideration are estimated future cash flows for CompareCards and the discount rate. Actual results will differ from the projected results and could have a significant impact on the estimated fair value of the contingent consideration. Additionally, as the liability is stated at present value, the passage of time alone will increase the estimated fair value of the liability each reporting period. Any changes in fair value will be recorded in operating income (expense) in the consolidated statements of operations. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS One of the Company's board of directors also serves as a director to a marketing partner of the Company. During 2016 and 2015, the Company recognized $1.3 million and $0.7 million , respectively, of expenses for this marketing partner through the normal course of business. |
BENEFIT PLANS
BENEFIT PLANS | 12 Months Ended |
Dec. 31, 2016 | |
Defined Contribution Pension and Other Postretirement Plans Disclosure [Abstract] | |
BENEFIT PLANS | BENEFIT PLANS The Company operates a retirement savings plan for its employees in the United States that is qualified under Section 401(k) of the Internal Revenue Code. Employees are eligible to enroll in the plan upon date of hire. Participating employees may contribute up to 50% of their pre-tax earnings, but not more than statutory limits (generally $18,000 , $18,000 and $17,500 for 2016 , 2015 and 2014 , respectively). The company match contribution is fifty cents for each dollar a participant contributes to the plan, with a maximum contribution of 6% of a participant's eligible earnings. Matching contributions are invested in the same manner as each participant's voluntary contributions in the investment options provided under the plan. LendingTree stock is not included in the available investment options or the plan assets. Funds contributed to the plan vest according to the participant's years of service, with less than three years of service vesting at 0% , and three years or more of service vesting at 100% . Matching contributions were approximately $0.7 million , $0.5 million and $0.5 million for the years ended December 31, 2016 , 2015 and 2014 , respectively. |
RESTRUCTURING EXPENSE
RESTRUCTURING EXPENSE | 12 Months Ended |
Dec. 31, 2016 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING EXPENSE | RESTRUCTURING EXPENSE Accrued restructuring costs primarily relate to lease obligations for call center leases exited in 2010, which were completed in 2015. Restructuring expense and payments against liabilities are as follows (in thousands) : Continuing Lease Obligations Balance at December 31, 2013 $ 462 Restructuring expense 13 Payments (297 ) Balance at December 31, 2014 $ 178 Restructuring income (29 ) Payments (149 ) Balance at December 31, 2015 $ — |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 12 Months Ended |
Dec. 31, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | DISCONTINUED OPERATIONS The revenue and net (loss) income reported as discontinued operations in the accompanying consolidated statements of operations and comprehensive income are as follows (in thousands) : Year Ended December 31, 2016 2015 2014 Revenue $ 1,325 $ 6 $ 14,256 (Loss) income before income taxes (a) $ (5,728 ) $ (5,047 ) $ 10,392 Income tax benefit (expense) 2,014 1,778 (543 ) Net (loss) income $ (3,714 ) $ (3,269 ) $ 9,849 (a) Income before income taxes for the year ended December 31, 2014 includes income from a reduction in the loan loss reserve of $14.1 million . See additional information in "Loan Loss Obligations" below. LendingTree Loans On June 6, 2012, the Company sold substantially all of the operating assets of its 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 the LendingTree Loans business that arose before the closing date, except for certain liabilities directly related to assets Discover acquired. Of the purchase price paid, as of December 31, 2016, $4.0 million is being held in escrow in accordance with the agreement with Discover for certain loan loss obligations that remain with the Company following the sale. As a result of a settlement agreement in 2014 with a secondary market purchaser of loans, $12.1 million was released from escrow in December 2015. The escrowed amount is recorded as restricted cash at December 31, 2016. Discover participated as a marketplace lender from closing of the transaction through July 2015. Significant Assets and Liabilities of LendingTree Loans Upon closing of the sale of substantially all of the operating assets of the LendingTree Loans business on June 6, 2012, LendingTree Loans ceased to originate consumer loans. Liability for losses on previously sold loans will remain with LendingTree Loans and are discussed below. Loan Loss Obligations LendingTree Loans sold loans it originated to investors on a servicing-released basis, so the risk of loss or default by the borrower was generally transferred to the investor. However, LendingTree Loans was required by these investors to make certain representations and warranties relating to credit information, loan documentation and collateral. These representations and warranties may extend through the contractual life of the loan. Subsequent to the loan sale, if underwriting deficiencies, borrower fraud or documentation defects are discovered in individual loans, LendingTree Loans may be obligated to repurchase the respective loan or indemnify the investors for any losses from borrower defaults if such deficiency or defect cannot be cured within the specified period following discovery. In the case of early loan payoffs and early defaults on certain loans, LendingTree Loans may be required to repay all or a portion of the premium initially paid by the investor. HLC, a subsidiary of the Company, continues to be liable for these indemnification obligations, repurchase obligations and premium repayment obligations following the sale of substantially all of the operating assets of its LendingTree Loans business in the second quarter of 2012. The following table represents the aggregate loans sold, subsequent settlements and remaining unsettled loans as of December 31, 2016: Number of Loans Original Issue Balance (in thousands) (in billions) Loans sold by HLC 234 $ 38.9 Subsequent settlements (172 ) (28.8 ) Remaining unsettled loans 62 $ 10.1 During the fourth quarter of 2015, LendingTree Loans completed a settlement agreement for $0.6 million with one of the investors to which it had sold loans. This investor accounted for approximately 10% of the total number of loans sold and 12% of the original issue balance. This settlement related to all existing and future losses on loans sold to this investor. During the fourth quarter of 2014, LendingTree Loans completed a settlement agreement for $5.4 million with the largest investor to which it had sold loans. This investor accounted for approximately 40% of both the total number of loans sold and the original issue balance. This settlement related to all existing and future losses on loans sold to this investor. The settlement was paid in the fourth quarter of 2014 with restricted cash of $3.1 million and cash on hand of $2.3 million . The settlement with this investor in the fourth quarter of 2014 and the impact this settlement had on the estimate of the remaining loan loss obligations resulted in income of $14.1 million , which was included in income from discontinued operations in the accompanying consolidated statements of operations and comprehensive income during 2014. The adjustment to the loan loss reserve did not result in tax expense recognition due to the Company's full valuation allowance against its deferred tax assets. In the second quarter of 2014, LendingTree Loans completed settlements with two buyers of previously purchased loans. The Company has been negotiating with certain of the remaining secondary market purchasers to settle any existing and future contingent liabilities, but it may not be able to complete such negotiations on acceptable terms, or at all. Because LendingTree Loans does not service the loans it sold, it does not maintain nor generally have access to the current balances and loan performance data with respect to the individual loans previously sold to investors. Accordingly, LendingTree Loans is unable to determine, with precision, its maximum exposure for breaches of the representations and warranties it made to the investors that purchased such loans. The Company uses a settlement discount framework for evaluating the adequacy of the reserve for loan losses. This model estimates lifetime losses on the population of remaining loans originated and sold by LendingTree Loans using actual defaults for loans with similar characteristics and projected future defaults. It also considers the likelihood of claims expected due to alleged breaches of representations and warranties made by LendingTree Loans and the percentage of those claims investors estimate LendingTree Loans may agree to repurchase. A settlement discount factor is then applied to the result of the foregoing to reflect publicly-announced bulk settlements for similar loan types and vintages, as well as LendingTree Loans' non-operating status, in order to estimate a range of potential obligation. The estimated range of remaining loan losses using this settlement discount framework was determined to be $4.4 million to $8.0 million at December 31, 2016 . The reserve balance recorded as of December 31, 2016 was $6.8 million . Management has considered both objective and subjective factors in the estimation process, but given current general industry trends in mortgage loans as well as housing prices and market expectations, actual losses related to LendingTree Loans' obligations could vary significantly from the obligation recorded as of the balance sheet date or the range estimated above. Additionally, LendingTree has guaranteed certain loans sold to two investors in the event that LendingTree Loans is unable to satisfy its repurchase and warranty obligations related to such loans. Based on historical experience, it is anticipated that LendingTree Loans will continue to receive repurchase requests and incur losses on loans sold in prior years. The activity related to loss reserves on previously sold loans is as follows (in thousands) : Year Ended December 31, 2016 2015 2014 Loan loss reserve, beginning of period $ 8,127 $ 8,750 $ 28,543 Provision adjustments (a) (1,323 ) — (14,144 ) Charge-offs to reserves — (623 ) (5,649 ) Loan loss reserve, end of period $ 6,804 $ 8,127 $ 8,750 (a) As discussed above, during 2014, LendingTree Loans completed a settlement agreement with the largest investor to which it had sold loans, resulting in an adjustment to the provision. During 2016, the Company adjusted the loan loss reserve by $1.8 million to remove the estimated liability for loans sold to RFC. The Company is in litigation with RFC and reserved the loss for this litigation in the legal reserve. See Note 13 —Contingencies for additional information about the RFC litigation. The liability for losses on previously sold loans is presented as current liabilities of discontinued operations in the accompanying consolidated balance sheets as of December 31, 2016 and 2015 . |
SEGMENT INFORMATION
SEGMENT INFORMATION | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | SEGMENT INFORMATION The Company has one reportable segment. Mortgage and non-mortgage product revenue is as follows (in thousands) : Year Ended December 31, 2016 2015 2014 Mortgage products $ 219,991 $ 165,272 134,137 Non-mortgage products 164,411 88,944 33,213 Total revenue $ 384,402 $ 254,216 $ 167,350 |
QUARTERLY FINANCIAL INFORMATION
QUARTERLY FINANCIAL INFORMATION (UNAUDITED) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information [Abstract] | |
QUARTERLY FINANCIAL INFORMATION (UNAUDITED) | QUARTERLY FINANCIAL INFORMATION (UNAUDITED) The following tables set forth summary financial information for the years ended December 31, 2016 and 2015: Q1 Q2 Q3 Q4 (in thousands, except per share amounts) 2016 Revenue $ 94,713 $ 94,290 $ 94,558 $ 100,841 Operating income 11,845 12,715 14,150 13,402 Income from continuing operations 6,905 9,002 7,280 8,021 Loss from discontinued operations (1,203 ) (1,150 ) (664 ) (697 ) Net income and comprehensive income $ 5,702 $ 7,852 $ 6,616 $ 7,324 Income per share from continuing operations: Basic $ 0.58 $ 0.76 $ 0.62 $ 0.68 Diluted $ 0.54 $ 0.71 $ 0.57 $ 0.63 Loss per share from discontinued operations: Basic $ (0.10 ) $ (0.10 ) $ (0.06 ) $ (0.06 ) Diluted $ (0.09 ) $ (0.09 ) $ (0.05 ) $ (0.05 ) Net income per share: Basic $ 0.48 $ 0.67 $ 0.56 $ 0.62 Diluted $ 0.44 $ 0.62 $ 0.52 $ 0.57 Q1 Q2 Q3 Q4 (in thousands, except per share amounts) 2015 Revenue $ 50,935 $ 55,136 $ 69,804 $ 78,341 Operating income 5,718 6,775 7,773 8,248 Income from continuing operations 5,413 6,439 7,383 32,081 Loss from discontinued operations (226 ) (1,717 ) (1,295 ) (31 ) Net income and comprehensive income $ 5,187 $ 4,722 $ 6,088 $ 32,050 Income per share from continuing operations: Basic $ 0.48 $ 0.57 $ 0.65 $ 2.69 Diluted $ 0.44 $ 0.52 $ 0.59 $ 2.47 Loss per share from discontinued operations: Basic $ (0.02 ) $ (0.15 ) $ (0.11 ) $ — Diluted $ (0.02 ) $ (0.14 ) $ (0.10 ) $ — Net income per share: Basic $ 0.46 $ 0.41 $ 0.53 $ 2.69 Diluted $ 0.43 $ 0.38 $ 0.49 $ 2.47 |
SIGNIFICANT ACCOUNTING POLICI27
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Revenue Recognition | Revenue Recognition The Company derives its revenue primarily from match fees and closing fees. Revenue within the mortgage product category is primarily generated from match fees paid by network lenders that receive a loan request, and in some cases upfront fees or clicks or call transfers. In addition to match and other upfront fees, revenue within the non-mortgage product category is also generated from closing fees and approval fees. Match fees are earned through the delivery of qualified loan requests that originated through the Company's websites or affiliates. The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable and collectability is reasonably assured. Delivery is deemed to have occurred at the time a loan request is delivered to the customer, provided that no significant obligations remain. Closing fees are derived from lenders on certain auto, business, personal loan types and student loans when a transaction is closed with the consumer. Closed loan fees and closed sale fees are recognized at the time the lender reports the closed loan or closed sale to the Company, which could be several months after the original request is transmitted. For consumer credit card loan requests, the Company sends traffic to issuers and recognizes revenue at the time of card approval. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include cash and short-term, highly liquid money market investments with original maturities of three months or less. |
Restricted Cash | Restricted Cash Cash escrowed or contractually restricted for a specific purpose is designated as restricted cash. |
Accounts Receivable | Accounts Receivable Accounts receivable are stated at amounts due from customers, net of an allowance for doubtful accounts. 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 and the specific customer's current 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. |
Loan Loss Obligations (Discontinued Operations) | Loan Loss Obligations (Discontinued Operations) The Company's Home Loan Center, Inc. ("HLC") subsidiary, which during its period of active operation primarily conducted business as LendingTree Loans, sold loans it originated to investors on a servicing-released basis and the risk of loss or default by the borrower was generally transferred to the investor. However, LendingTree Loans was required by these investors to make certain representations relating to credit information, loan documentation and collateral. To the extent LendingTree Loans did not comply with such representations or there are early payment defaults, LendingTree Loans may be required to repurchase loans or indemnify the investors for any losses from borrower defaults. LendingTree Loans maintains a liability for the estimated exposure relating to such contingent obligations and changes to the estimate are recorded in income from discontinued operations in the periods they occur. The Company estimates the liability for loan losses using a settlement discount framework. This approach estimates the lifetime losses on the population of remaining loans originated and sold by LendingTree Loans using actual defaults for loans with similar characteristics and projected future defaults. It also considers the likelihood of claims expected due to alleged breaches of representations and warranties made by LendingTree Loans and the percentage of those claims investors estimate LendingTree Loans may agree to repurchase. The Company then applies a settlement discount factor to the result of the foregoing to reflect publicly announced bulk settlements for similar loan types and vintages, the Company's own settlement experience, as well as LendingTree Loans' non-operating status, in order to estimate a range of potential liability. Changes to any one of these factors could significantly impact the estimate of the liability and could have a material impact on the Company's results of operations for any particular period. See Note 18 —Discontinued Operations—LendingTree Loans—Loan Loss Obligations for additional information on the loan loss reserve. |
Segment Reporting | Segment Reporting The Company has one reportable segment. |
Property and Equipment | Property and Equipment Property and equipment, including internally-developed software and significant improvements, are recorded at cost less accumulated depreciation. Acquisition and construction costs for land and building is capitalized and depreciated over the applicable useful lives. Due to the rapid advancements in technology and evolution of company products, all internally-developed software is written-off at the end of its useful life. Repairs and maintenance and any gains or losses on dispositions are recognized as incurred in current operations. Depreciation is recorded on a straight-line basis to allocate the cost of depreciable assets to operations over their estimated service lives. The following table presents the estimated useful lives for each asset category: Asset Category Estimated Useful Lives Land N/A Building 34 years Site Improvements 1 to 15 years Computer equipment and capitalized software 1 to 5 years Leasehold improvements Lesser of asset life or life of lease Furniture and other equipment 3 to 7 years Aircraft and automobile 5 to 10 years |
Software Development Costs | Software Development Costs Software development costs primarily include internal and external labor expenses incurred to develop the software that powers the Company's websites. Certain costs incurred during the application development stage are capitalized based on specific activities tracked, while costs incurred during the preliminary project stage and post-implementation/operation stage are expensed as incurred. Capitalized software development costs are amortized over an estimated useful life of one to three years . |
Goodwill and Indefinite-Lived Intangible Assets | Goodwill and Indefinite-Lived Intangible Assets Goodwill acquired in business combinations is assigned to the reporting units that are expected to benefit from the combination as of the acquisition date. Goodwill and indefinite-lived intangible assets, primarily the Company's trade names and trademarks, are not amortized. Rather, these assets are tested annually for impairment as of October 1, or more frequently upon the occurrence of certain events or substantive changes in circumstances. As part of its annual impairment testing of goodwill and indefinite-lived intangible assets, in each instance, the Company may elect to assess qualitative factors as a basis for determining whether it is necessary to perform the traditional quantitative impairment testing. If the Company’s assessment of these qualitative factors indicates that it is not more likely than not that the fair value of the reporting unit or indefinite-lived intangible asset is less than its carrying value, then no further testing is required. Otherwise, the goodwill reporting unit or long-lived intangible assets, as applicable, must be quantitatively tested for impairment. The quantitative test for goodwill impairment is determined using a two-step process. The first step is to compare the fair value of a reporting unit with its carrying amount, including goodwill. In performing the first step, the Company determines the fair value of its reporting units by using a market approach and a discounted cash flow ("DCF") analysis. Determining fair value using a DCF analysis requires the exercise of significant judgments, including judgments about appropriate discount rates, perpetual growth rates and the amount and timing of expected future cash flows. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not impaired and the second step of the impairment test is not required. If the carrying amount of a reporting unit exceeds its fair value, the second step of the goodwill impairment test is required to be performed to measure the amount of impairment, if any. The second step of the goodwill impairment test compares the implied fair value of the reporting unit's goodwill with the carrying amount of that goodwill. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination. If the carrying amount of the reporting unit's goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess. The quantitative impairment test for indefinite-lived intangible assets involves a comparison of the estimated fair value of the intangible asset with its carrying value. If the carrying value of the indefinite-lived intangible asset exceeds its estimated fair value, an impairment loss is recognized in an amount equal to that excess. The estimates of fair value of indefinite-lived intangible assets are determined using a DCF valuation analysis that employs a relief-from-royalty methodology in estimating the fair value of trade names and trademarks. Significant judgments inherent in this analysis include the determination of royalty rates, discount rates, perpetual growth rates and the amount and timing of future revenues. |
Long-Lived Assets and Intangible Assets with Definite Lives | Long-Lived Assets and Intangible Assets with Definite Lives Long-lived assets include property and equipment and intangible assets with definite lives. Amortization of definite-lived intangible assets is recorded on a straight-line basis over their estimated lives. Long-lived assets are tested for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. If the carrying amount is deemed to not be recoverable, an impairment loss is recorded as the amount by which the carrying amount of the long-lived asset exceeds its fair value. |
Fair Value Measurements | Fair Value Measurements The Company categorizes its assets and liabilities measured at fair value into a fair value hierarchy that prioritizes the assumptions used in pricing the asset or liability into the following three levels: • Level 1 : Observable inputs, such as quoted prices for identical assets and liabilities in active markets obtained from independent sources. • Level 2 : Other inputs that are observable directly or indirectly, such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active and inputs that are derived principally from or corroborated by observable market data. • Level 3 : Unobservable inputs for which there is little or no market data and which require the Company to develop its own assumptions, based on the best information available under the circumstances, about the assumptions market participants would use in pricing the asset or liability. The Company's non-financial assets, such as goodwill, intangible assets and property and equipment are measured at fair value when there is an indicator of impairment and recorded at fair value only when an impairment charge is recognized. Such fair value measurements are based predominantly on Level 3 inputs. Contingent consideration payments related to acquisitions are measured at fair value each reporting period using Level 3 inputs. The Company's estimates of fair value are based upon assumptions believed to be reasonable but which are uncertain and involve significant judgments by management. Any changes in the fair value of these contingent consideration payments are included in operating income (expense) in the consolidated statements of operations. |
Cost of Revenue | Cost of Revenue Cost of revenue consists primarily of expenses associated with compensation and other employee-related costs (including stock-based compensation) related to internally-operated call centers, third-party customer call center fees, credit scoring fees, credit card fees, website network hosting and server fees. |
Product Development | 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. |
Advertising | Advertising Advertising costs are expensed in the period incurred (except for production costs which are initially capitalized and then recognized as expense when the advertisement first runs) and principally represent offline costs, including television, print and radio advertising, and online advertising costs, including fees paid to search engines and distribution partners. |
Income Taxes | Income Taxes Income taxes are accounted for under the liability method, and deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. In estimating future tax consequences, all expected future events are considered. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided on deferred tax assets if it is determined that it is more likely than not that the deferred tax asset will not be realized. Interest is recorded on potential tax contingencies as a component of income tax expense and recorded net of any applicable related income tax benefit. For the years ended December 31, 2016 and 2015, the Company followed the incremental or "with" and "without" approach to intraperiod tax allocation for determination of the amount of tax benefit to allocate to continuing operations as prescribed in ASC 740-20-45-7 with the exception of the allocation of the release of the valuation allowance for deferred tax assets which is governed by ASC 740-10-45-20. During 2014 , the Company reported loss from continuing operations and income from discontinued operations. As a result, the Company followed the accounting guidance prescribed in ASC 740-20-45-7, which provides an exception to the "with" and "without" approach to intraperiod tax allocation for determination of the amount of tax benefit to allocate to continuing operations in such circumstances. In accordance with the accounting standard for uncertainty in income taxes, liabilities for uncertain tax positions are recognized based on the two-step process prescribed by the accounting standards. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement. The Company uses the tax law ordering approach to determine the potential utilization of windfall benefits. These tax benefits are credited to additional paid-in capital when they reduce current taxable income consistent with the tax law ordering approach. |
Stock-Based Compensation | Stock-Based Compensation The forms of stock-based awards granted to LendingTree employees are principally restricted stock units ("RSUs"), RSUs with performance conditions, restricted stock and stock options. RSUs are awards in the form of units, denominated in a hypothetical equivalent number of shares of LendingTree common stock and with the value of each award equal to the fair value of LendingTree common stock at the date of grant. RSUs may be settled in cash, stock or both, as determined by the Company's Compensation Committee at the time of grant. The Company does not have a history of settling these awards in cash. Each stock-based award is subject to service-based vesting, where a specific period of continued employment must pass before an award vests. The Compensation Committee can modify the vesting provisions of an award. Certain RSUs and restricted stock awards also include performance-based vesting, where certain performance targets set at the time of grant must be achieved before an award vests. LendingTree recognizes as expense non-cash compensation for all stock-based awards for which vesting is considered probable. The amount of non-cash compensation is reduced by estimated forfeitures, as the amount recorded to the consolidated statement of operations and comprehensive income is based on awards ultimately expected to vest. The forfeiture rate is estimated at the grant date, based on historical experience and revised, if necessary, in subsequent periods if the actual forfeiture rate differs from the estimated rate. For service-based awards, non-cash compensation is measured at fair value on the grant date and expensed ratably over the vesting term. The fair value of each stock option award is estimated using the Black-Scholes option pricing model, while the fair value of an RSU or restricted stock award is measured as the closing common stock price at the time of grant. For certain performance-based awards, the fair value is measured on the grant date as the fair value of the Company's common stock awarded and recognized as non-cash compensation, using a graded vesting attribution model that considers the probability of the targets being achieved. Tax benefits resulting from tax deductions in excess of the non-cash compensation recognized in the consolidated statement of operations and comprehensive income are reported as a component of financing cash flows. |
Litigation Settlements and Contingencies | Litigation Settlements and Contingencies Litigation settlements and contingencies consists of expenses related to actual or anticipated litigation settlements, in addition to legal fees incurred in connection with various patent litigation claims the Company pursues against others. The Company is involved in legal proceedings on an ongoing basis. If the Company believes that a loss arising from such matters is probable and can be reasonably estimated, the estimated liability is accrued in the consolidated financial statements. If only a range of estimated losses can be determined, an amount within the range is accrued that, in the Company's judgment, reflects the most likely outcome; if none of the estimates within that range is a better estimate than any other amount, the low end of the range is accrued. For those proceedings in which an unfavorable outcome is reasonably possible but not probable, an estimate of the reasonably possible loss or range of losses or a conclusion that an estimate of the reasonably possible loss or range of losses arising directly from the proceeding (i.e., monetary damages or amounts paid in judgment or settlement) are not material is disclosed. Legal expenses associated with these matters are recognized as incurred. |
Accounting Estimates | 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. Significant estimates underlying the accompanying consolidated financial statements, including discontinued operations, include: loan loss obligations; the recoverability of long-lived assets, goodwill and intangible assets; the determination of income taxes payable and deferred income taxes, including related valuation allowances; contingent consideration related to business combinations; litigation accruals; various other allowances, reserves and accruals; and assumptions related to the determination of stock-based compensation. |
Certain Risks and Concentrations | 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 December 31, 2016 , 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 lenders 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 lender marketplace. For the years ended December 31, 2016 , 2015 and 2014 , one marketplace lender accounted for revenue representing 13% , 12% and 13% of total revenue, respectively, and another marketplace lender accounted for 15% , 11% and 11% of total revenue, respectively. Lenders 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 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 from participating lenders without utilizing the Company's service, its ability to generate revenue may be limited. Because the Company does not have exclusive relationships with the lenders whose loan offerings are offered on its online marketplace, consumers may obtain offers and loans from these lenders without using its service. The Company maintains operations solely in the United States. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In January 2017, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2017-06 which eliminates the requirement to calculate the implied fair value of goodwill to measure a goodwill impairment charge (Step 2 of the goodwill impairment test). Instead, an impairment charge will be based on the excess of the carrying amount over the fair value. This ASU is effective for annual and interim impairment tests performed in periods beginning after December 15, 2019. Early adoption is permitted for annual and interim goodwill impairment testing dates after January 1, 2017. This ASU will have an immaterial impact on the Company. In January 2017, the FASB issued ASU 2017-01 which provides guidance to assist in evaluating whether a set of transferred assets and activities constitutes a business or an asset. This ASU is effective for annual and interim reporting periods beginning after December 15, 2017, with early adoption permitted. The ASU is to be applied prospectively to any transactions occurring within the period of adoption. The Company early adopted this ASU. See Note 4 —Property and Equipment for the impact of this ASU on the acquisition of office buildings in December 2016. In November 2016, the FASB issued ASU 2016-18 which is intended to reduce the diversity in the classification and presentation of changes in restricted cash in the statement of cash flows, by requiring entities to combine the changes in cash and cash equivalents and restricted cash in one line. As a result, entities will no longer present transfers between cash and cash equivalents and restricted cash in the statement of cash flows. In addition, if more than one line item is recorded on the balance sheet for cash and cash equivalents and restricted cash, a reconciliation between the statement of cash flows and balance sheet is required. This ASU is effective for annual and interim reporting periods beginning after December 15, 2017, with early adoption permitted. The retrospective transition method, requiring adjustment to all comparative periods presented, is required. The Company is evaluating the impact this ASU will have on its consolidated financial statements and whether to early adopt. In August 2016, the FASB issued ASU 2016-15 which addresses eight cash flow classification issues, eliminating the diversity in practice. This ASU is effective for annual and interim reporting periods beginning after December 15, 2017, with early adoption permitted. The retrospective transition method, requiring adjustment to all comparative periods presented, is required unless it is impracticable for some of the amendments, in which case those amendments would be prospectively applied as of the earliest date practicable. The Company is evaluating the impact this ASU will have on its consolidated financial statements and whether to early adopt. In March 2016, the FASB issued ASU 2016-09 which simplifies various aspects related to how share-based payments are accounted for and presented in the financial statements, including the income tax consequences, classification of awards as either equity or liabilities, forfeitures and classification of excess tax benefits on the statement of cash flows. This ASU is effective for annual and interim reporting periods beginning after December 15, 2016, with early adoption permitted. Upon adoption, any adjustments are to be reflected as of the beginning of the fiscal year of adoption. The Company is evaluating the impact this ASU will have on its consolidated financial statements. In February 2016, the FASB issued ASU 2016-02 related to leases. This ASU requires the recognition of a right-of-use lease asset and a lease liability by lessees for all leases greater than one year in duration. This ASU is effective for annual and interim reporting periods beginning after December 15, 2018, with early adoption permitted. The guidance must be adopted using a modified retrospective transition. The Company is evaluating the impact this ASU will have on its consolidated financial statements and whether to early adopt. In August 2014, the FASB issued ASU 2014-15 related to management's assessment of a company's ability to continue as a going concern. This ASU requires an assessment for each annual and interim reporting period and requires disclosure when there is substantial doubt about a company's ability to continue as a going concern. This ASU is effective for annual and interim reporting period beginning after December 15, 2016. The Company adopted this ASU and it did not have a significant impact. In May 2014, the FASB issued ASU 2014-09 related to revenue recognition. This ASU was initiated as a joint project between the FASB and the International Accounting Standards Board ("IASB") to clarify the principles for recognizing revenue and to develop a common revenue standard for GAAP and international financial reporting standards ("IFRS"). This guidance will supersede the existing revenue recognition requirements in Accounting Standards Codification ("ASC") Topic 605, Revenue Recognition and was set to be effective for annual reporting periods beginning after December 15, 2016. However, in July 2015, the FASB deferred the effective date by one year, such that the standard will be effective for annual reporting periods beginning after December 15, 2017. Early adoption is permitted as of the original effective date of December 15, 2016. The ASU can be applied (i) retrospectively to each prior period presented or (ii) retrospectively with the cumulative effect of initially adopting the ASU recognized at the date of initial application. In March 2016, the FASB issued ASU 2016-08, which clarifies the principal versus agent guidance under ASU 2014-09. In April 2016, the FASB issued ASU 2016-10, which clarifies the identification of distinct performance obligations in a contract. In May 2016, the FASB issued ASU 2016-12, which clarifies the guidance on assessing collectability, presenting sales taxes, measuring noncash consideration and certain other transition matters. The clarification ASU's must be adopted concurrently with the adoption of ASU 2014-09. The Company is evaluating the impact these ASU's will have on its consolidated financial statements and which implementation method to apply. |
SIGNIFICANT ACCOUNTING POLICI28
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Reconciliation of the Allowance for Doubtful Accounts | |
Schedule of reconciliation of the allowance for doubtful accounts | A reconciliation of the beginning and ending balances of the allowance for doubtful accounts is as follows (in thousands) : Year Ended December 31, 2016 2015 2014 Balance, beginning of the period $ 606 $ 349 $ 408 Charges to earnings 515 337 206 Write-off of uncollectible accounts receivable (62 ) (80 ) (265 ) Balance, end of the period $ 1,059 $ 606 $ 349 |
Schedule of depreciation period for each asset category | The following table presents the estimated useful lives for each asset category: Asset Category Estimated Useful Lives Land N/A Building 34 years Site Improvements 1 to 15 years Computer equipment and capitalized software 1 to 5 years Leasehold improvements Lesser of asset life or life of lease Furniture and other equipment 3 to 7 years Aircraft and automobile 5 to 10 years |
RESTRICTED CASH (Tables)
RESTRICTED CASH (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of restricted cash and cash equivalents | Restricted cash and cash equivalents consists of the following (in thousands) : December 31, 2016 December 31, 2015 Cash in escrow for surety bonds (a) $ — $ 2,453 Cash in escrow from sale of LendingTree Loans (b) 4,032 4,028 Other 57 60 Total restricted cash and cash equivalents $ 4,089 $ 6,541 (a) See Note 12 —Commitments for a discussion of surety bonds. In February 2016, all funds in escrow were released to the Company from restriction due to a reduction in collateral requirements. (b) HLC, a subsidiary of the Company, continues to be liable for certain indemnification obligations, repurchase obligations and premium repayment obligations following the sale of substantially all of the operating assets of its LendingTree Loans business in the second quarter of 2012. |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment, net | The balance of property and equipment, net is as follows (in thousands) : December 31, 2016 December 31, 2015 Land $ 5,818 $ — Building 14,679 — Site improvements 950 — Computer equipment and capitalized software 14,886 10,192 Leasehold improvements 3,048 2,096 Furniture and other equipment 826 432 Aircraft and automobile 1,988 23 Projects in progress 3,006 3,612 Total gross property and equipment 45,201 16,355 Accumulated depreciation (9,739 ) (6,940 ) Total property and equipment, net $ 35,462 $ 9,415 |
Schedule of asset acquisition | Fair Value Weighted Average Depreciation Life Land $ 5,818 N/A Building 14,679 34.0 years Site improvements 950 6.6 years Tenant leases 2,029 3.2 years Total purchase price $ 23,476 The allocation of the purchase price to the assets acquired is as follows (dollars in thousands) : Fair Value Weighted Average Amortization Life Accounts receivable $ 125 N/A Total intangible assets with definite lives, net $ 4,500 9.2 years Goodwill $ 375 N/A |
Schedule of future rental income | Future rental income from the building tenants as of December 31, 2016 under operating lease agreements having an initial or remaining non-cancelable lease term in excess of one year are as follows (in thousands) : Year ending December 31, Amount 2017 $ 1,435 2018 1,197 2019 951 2020 599 2021 151 Total $ 4,333 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill [Line Items] | |
Goodwill rollforward | Goodwill Accumulated Impairment Loss Net Goodwill Balance at December 31, 2015 $ 486,720 $ (483,088 ) $ 3,632 Acquisition of CompareCards $ 52,450 — $ 52,450 Acquisition of SimpleTuition $ 375 — $ 375 Balance at December 31, 2016 $ 539,545 $ (483,088 ) $ 56,457 |
Schedule of balance of intangible assets, net | The balance of intangible assets, net is as follows (in thousands) : December 31, 2016 December 31, 2015 Intangible assets with indefinite lives $ 10,142 $ 10,142 Intangible assets with definite lives, net 61,542 850 Total intangible assets, net $ 71,684 $ 10,992 |
Schedule of intangible assets with definite lives | Intangible assets with definite lives relate to the following (dollars in thousands) : Weighted Average Amortization Life Cost Accumulated Amortization Net Technology 4.0 years $ 28,300 $ (659 ) $ 27,641 Customer lists 11.7 years 28,100 (639 ) 27,461 Trademarks and tradenames 4.5 years 5,342 (937 ) 4,405 Tenant leases 3.2 years 2,030 — 2,030 Other 3.0 years 250 (245 ) 5 Balance at December 31, 2016 $ 64,022 $ (2,480 ) $ 61,542 Weighted Average Amortization Life Cost Accumulated Amortization Net Customer lists 10.0 years $ 1,000 $ (150 ) $ 850 Other 2.2 years 1,087 (1,087 ) — Balance at December 31, 2015 $ 2,087 $ (1,237 ) $ 850 |
Schedule of amortization of intangible assets with definite lives for the next five years | Amortization of intangible assets with definite lives is computed on a straight-line basis and, based on balances as of December 31, 2016 , future amortization is estimated to be as follows (in thousands) : Amortization Expense Year ending December 31, 2017 $ 11,175 Year ending December 31, 2018 11,037 Year ending December 31, 2019 10,783 Year ending December 31, 2020 9,935 Year ending December 31, 2021 3,270 Thereafter 15,342 Total intangible assets with definite lives, net $ 61,542 |
BUSINESS ACQUISITIONS (Tables)
BUSINESS ACQUISITIONS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Schedule of assets acquired and liabilities assumed in a business acquisition | The preliminary allocation of purchase price to the assets acquired and the liabilities assumed is as follows (in thousands) : Fair Value Accounts receivable $ 3,538 Total intangible assets with definite lives, net 55,400 Goodwill 52,450 Accounts payable and accrued liabilities (7,582 ) Total purchase price $ 103,806 |
Schedule of definite-lived intangible assets acquired in a business acquisition | The fair value of the intangible assets with definite lives are as follows (dollars in thousands) : Fair Value Weighted Average Amortization Life Technology $ 27,900 4 years Customer lists $ 23,200 12 years Trade name and trademarks $ 4,300 5 years |
Unaudited pro forma revenue and net income from continuing operations of business acquisition | 2016 2015 (in thousands) Pro forma revenue $ 448,418 $ 308,647 Pro forma net income from continuing operations $ 33,407 $ 41,099 |
Schedule of the allocation of purcahse price to the assets acquired | Fair Value Weighted Average Depreciation Life Land $ 5,818 N/A Building 14,679 34.0 years Site improvements 950 6.6 years Tenant leases 2,029 3.2 years Total purchase price $ 23,476 The allocation of the purchase price to the assets acquired is as follows (dollars in thousands) : Fair Value Weighted Average Amortization Life Accounts receivable $ 125 N/A Total intangible assets with definite lives, net $ 4,500 9.2 years Goodwill $ 375 N/A |
ACCRUED EXPENSES AND OTHER CU33
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Payables and Accruals [Abstract] | |
Schedule of accrued expenses and other current liabilities | Accrued expenses and other current liabilities consist of the following (in thousands) : December 31, 2016 December 31, 2015 Accrued litigation liabilities $ 736 $ 636 Accrued advertising expense 26,976 20,841 Accrued compensation and benefits 5,626 4,464 Accrued professional fees 1,411 711 Customer deposits and escrows 5,041 4,471 Other 9,613 3,762 Total accrued expenses and other current liabilities $ 49,403 $ 34,885 |
SHAREHOLDERS' EQUITY (Tables)
SHAREHOLDERS' EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of computation of basic and diluted earnings per share | Basic and diluted income (loss) per share was determined based on the following share data (in thousands) : Year Ended December 31, 2016 2015 2014 Weighted average basic common shares 11,812 11,516 11,188 Effect of stock options 886 866 — Effect of dilutive share awards 75 159 — Weighted average diluted common shares 12,773 12,541 11,188 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of non-cash compensation expense related to equity awards | 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) : Year Ended December 31, 2016 2015 2014 Cost of revenue $ 129 $ 95 $ 32 Selling and marketing expense 2,722 1,597 901 General and administrative expense 4,699 5,120 5,148 Product development 2,097 1,558 1,196 Restructuring and severance — 138 169 Total non-cash compensation $ 9,647 $ 8,508 $ 7,446 |
Summary of changes in outstanding stock options | A summary of the 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) Outstanding at December 31, 2015 1,918,182 $ 18.85 Granted 86,149 79.46 Exercised (6,093 ) 38.58 Forfeited (6,329 ) 74.48 Expired (107 ) 117.95 Outstanding at December 31, 2016 1,991,802 $ 21.23 5.16 $ 159,754 Options exercisable 970,202 $ 9.69 2.63 $ 88,977 (a) The aggregate intrinsic value represents the total pre-tax intrinsic value (the difference between the Company's closing stock price of $101.35 on the last trading day of 2016 and the exercise price, multiplied by the number of shares covered by in-the-money options) that would have been received by the option holders had all option holders exercised their options on December 31, 2016 . The intrinsic value changes based on the market value of the Company's common stock. |
Summary of stock option valuation assumptions | 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: Year Ended December 31, 2016 2015 2014 Expected term (1) 5.22 - 6.38 years 5.21 - 6.23 years 5.75 - 6.63 years Expected dividend (2) — — — Expected volatility (3) 48% - 53% 38% - 48% 36% - 64% Risk-free interest rate (4) 1.10% - 2.18% 1.65% - 2.01% 1.81% - 2.13% (1) The expected term of stock options granted was calculated using the 'Simplified Method', which utilizes the midpoint between the weighted average time of vesting and the end of the contractual term. This method was utilized for the stock options due to a lack of historical exercise behavior by the Company's employees. (2) For all stock options granted during the years ended December 31, 2016 , 2015 and 2014, no dividends are expected to be paid over the contractual term of the stock options, resulting in a zero expected dividend rate. (3) The expected volatility rate is based on the historical volatility of the Company's common stock or a blended rate which includes the historical volatility of the Company's common stock and that of a peer group. (4) The risk-free interest rate is specific to the date of grant. The risk-free interest rate is based on U.S. Treasury yields for notes with comparable expected terms as the awards, in effect at the grant date. |
Schedule of changes in outstanding non-vested RSUs, restricted stock and RSUs with performance conditions | Restricted Stock Units A summary of the changes in outstanding nonvested RSUs is as follows: RSUs Number of Units Weighted Average Grant Date Fair Value (per unit) Nonvested at December 31, 2015 237,377 $ 43.13 Granted (a) 78,334 76.52 Vested (142,289 ) 34.72 Forfeited (21,048 ) 61.35 Nonvested at December 31, 2016 152,374 $ 65.64 (a) The grant date fair value per share of the RSUs is calculated as the closing market price of LendingTree's common stock at the time of the grant. The total fair value of RSUs that vested during the years ended December 31, 2016 , 2015 and 2014 was $10.1 million , $11.0 million and $11.0 million , respectively. Restricted Stock A summary of the changes in outstanding nonvested restricted stock is as follows: Restricted Stock Number of Shares Weighted Average Grant Date Fair Value (per share) Nonvested at December 31, 2015 68,762 $ 23.60 Granted (a) — — Vested (54,298 ) 23.18 Forfeited — — Nonvested at December 31, 2016 14,464 $ 25.14 (a) The grant date fair value per share of the restricted stock is calculated as the closing market price of LendingTree's common stock at the time of grant. The total fair value of restricted stock that vested during the years ended December 31, 2016 , 2015 and 2014 was $3.9 million , $4.1 million and $1.5 million , respectively. Restricted Stock Units with Performance Conditions During 2016, the Company granted RSUs with performance conditions to certain employees, of which vesting periods range from 0.33 years to 2.33 years , pending the attainment of certain performance targets set at the time of grant. A summary of the 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 December 31, 2015 — $ — Granted 56,761 87.27 Vested (1,953 ) 83.60 Forfeited (10,299 ) 83.60 Nonvested at December 31, 2016 44,509 $ 88.28 (a) The grant date fair value per share of the RSUs with performance conditions is calculated as the closing market price of LendingTree's common stock at the time of grant. The total fair value of RSUs with performance conditions that vested during the year ended December 31, 2016 was $0.2 million . |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of components of the income tax provision (benefit) | The components of the income tax expense (benefit) are as follows (in thousands) : Year Ended December 31, 2016 2015 2014 Current income tax expense (benefit): Federal $ 11,519 $ 5,847 $ (371 ) State 2,480 1,149 (219 ) Current income tax expense (benefit) 13,999 6,996 (590 ) Deferred income tax (benefit) provision: Federal 3,703 (19,676 ) 63 State 2,664 (10,293 ) 43 Deferred income tax (benefit) provision 6,367 (29,969 ) 106 Income tax expense (benefit) $ 20,366 $ (22,973 ) $ (484 ) |
Schedule of reconciliation of total income tax provision to amounts computed by applying statutory federal income tax rate to income (loss) from continuing operations before income taxes | A reconciliation of the income tax expense (benefit) to the amounts computed by applying the statutory federal income tax rate to income (loss) from continuing operations before income taxes is shown as follows (in thousands) : Year Ended December 31, 2016 2015 2014 Income tax expense (benefit) at the federal statutory rate of 35% $ 18,051 $ 9,920 $ (340 ) State income taxes, net of effect of federal tax benefit 4,038 1,480 (143 ) Change in (release of) valuation allowance (416 ) (34,409 ) — Research and experimentation tax credit (2,574 ) — — Other, net 1,267 36 (1 ) Income tax expense (benefit) $ 20,366 $ (22,973 ) $ (484 ) |
Schedule of components of the deferred tax assets and deferred tax liabilities | The tax effects of cumulative temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are as follows (in thousands) : December 31, 2016 2015 Deferred tax assets: Provision for accrued expenses $ 8,056 $ 7,247 Net operating loss carryforwards (a) 8,548 15,036 Non-cash compensation expense 5,699 4,321 Goodwill 1,825 1,825 Other 139 1,544 Total gross deferred tax assets 24,267 29,973 Less: valuation allowance (b) (2,101 ) (2,341 ) Total deferred tax assets, net of the valuation allowance 22,166 27,632 Deferred tax liabilities: Intangible and other assets (2,704 ) (2,060 ) Other (1,071 ) (453 ) Total gross deferred tax liabilities (3,775 ) (2,513 ) Net deferred taxes $ 18,391 $ 25,119 (a) At December 31, 2016 , the Company had pre-tax consolidated federal net operating losses ("NOLs") of $10.9 million . The federal NOLs will expire in 2030. The Company's NOLs will be available to offset taxable income (until such NOLs are either used or expire) subject to the Internal Revenue Code Section 382 annual limitation. In addition, the Company has state NOLs of approximately $221.0 million at December 31, 2016 that will expire at various times between 2017 and 2037. (b) The valuation allowance is related to items for which it is "more likely than not" that the tax benefit will not be realized. Deferred income taxes are presented in the accompanying consolidated balance sheets as follows (in thousands) : December 31, 2016 2015 Deferred income tax assets $ 14,610 $ 20,977 Non-current assets of discontinued operations 3,781 4,142 Net deferred taxes $ 18,391 $ 25,119 |
Valuation Allowance [Line Items] | |
Schedule of the deferred tax valuation allowance reconciliation | Year Ended December 31, 2016 2015 2014 Balance, beginning of the period $ 2,341 $ 40,121 $ 49,674 Charges to earnings (a) (240 ) (37,780 ) (3,707 ) Out of period adjustment (b) — — (5,846 ) Balance, end of the period $ 2,101 $ 2,341 $ 40,121 |
Schedule of reconciliation of beginning and ending amounts of unrecognized tax benefits, excluding interest and penalties | A reconciliation of the beginning and ending amounts of unrecognized tax benefits, excluding interest and penalties, is as follows (in thousands) : Year Ended December 31, 2016 2015 Balance, beginning of the period $ 19 $ 23 Additions based on tax positions of the current year 550 — Lapse of statute of limitations (19 ) (4 ) Balance, end of the period $ 550 $ 19 |
COMMITMENTS (Tables)
COMMITMENTS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future minimum payments under operating lease agreements | Future minimum payments as of December 31, 2016 under operating lease agreements having an initial or remaining non-cancelable lease term in excess of one year are as follows (in thousands) : Year ending December 31, Amount 2017 $ 1,374 2018 1,227 2019 1,025 2020 1,055 2021 — Total $ 4,681 |
Schedule of funding commitments that could potentially require performance in the event of demands by third parties or contingent events | The Company has funding commitments that could potentially require performance in the event of demands by third parties or contingent events, as follows (in thousands) : Commitments Due By Period Total Less Than 1 year 1-3 years 3-5 years More Than 5 years Surety bonds (a) $ 4,293 $ 4,268 $ 25 $ — $ — Litigation bonds (b) 140 140 — — — Total $ 4,433 $ 4,408 $ 25 $ — $ — (a) State laws and regulations generally require businesses which engage in mortgage brokering activity to maintain a mortgage broker or similar license. Mortgage brokering activity is generally defined to include, among other things, receiving valuable consideration for offering assistance to a buyer in obtaining a residential mortgage or soliciting financial and mortgage information from the public and providing that information to an originator of residential mortgage loans. All states require that the Company maintain surety bonds for potential claims. (b) Bonds required for certain legal matters. |
FAIR VALUE MEASUREMENT (Tables)
FAIR VALUE MEASUREMENT (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Schedule of changes in assets and liabilities that are measured at fair value on a recurring basis using significant unobservable inputs | The changes in the fair value of the Company's Level 3 liabilities during the year ended December 31, 2016 are as follows (in thousands) : Contingent Consideration Balance at January 1, 2016 $ — Transfers into Level 3 — Transfers out of Level 3 — Total net gains (losses) included in earnings (realized and unrealized) — Purchases, sales and settlements: Additions 23,100 Payments — Balance at December 31, 2016 $ 23,100 |
RESTRUCTURING EXPENSE (Tables)
RESTRUCTURING EXPENSE (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Restructuring and Related Activities [Abstract] | |
Schedule of restructuring expense and payments against liabilities | Restructuring expense and payments against liabilities are as follows (in thousands) : Continuing Lease Obligations Balance at December 31, 2013 $ 462 Restructuring expense 13 Payments (297 ) Balance at December 31, 2014 $ 178 Restructuring income (29 ) Payments (149 ) Balance at December 31, 2015 $ — |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
DISCONTINUED OPERATIONS | |
Schedule of the aggregate loans sold, subsequent settlements and remaining unsettled loans | The following table represents the aggregate loans sold, subsequent settlements and remaining unsettled loans as of December 31, 2016: Number of Loans Original Issue Balance (in thousands) (in billions) Loans sold by HLC 234 $ 38.9 Subsequent settlements (172 ) (28.8 ) Remaining unsettled loans 62 $ 10.1 |
Lending Tree Loans | |
DISCONTINUED OPERATIONS | |
Schedule of revenue and net income of the discontinued operations | The revenue and net (loss) income reported as discontinued operations in the accompanying consolidated statements of operations and comprehensive income are as follows (in thousands) : Year Ended December 31, 2016 2015 2014 Revenue $ 1,325 $ 6 $ 14,256 (Loss) income before income taxes (a) $ (5,728 ) $ (5,047 ) $ 10,392 Income tax benefit (expense) 2,014 1,778 (543 ) Net (loss) income $ (3,714 ) $ (3,269 ) $ 9,849 (a) Income before income taxes for the year ended December 31, 2014 includes income from a reduction in the loan loss reserve of $14.1 million . See additional information in "Loan Loss Obligations" below. |
Schedule of activity related to loss reserves on previously sold loans | The activity related to loss reserves on previously sold loans is as follows (in thousands) : Year Ended December 31, 2016 2015 2014 Loan loss reserve, beginning of period $ 8,127 $ 8,750 $ 28,543 Provision adjustments (a) (1,323 ) — (14,144 ) Charge-offs to reserves — (623 ) (5,649 ) Loan loss reserve, end of period $ 6,804 $ 8,127 $ 8,750 (a) As discussed above, during 2014, LendingTree Loans completed a settlement agreement with the largest investor to which it had sold loans, resulting in an adjustment to the provision. During 2016, the Company adjusted the loan loss reserve by $1.8 million to remove the estimated liability for loans sold to RFC. The Company is in litigation with RFC and reserved the loss for this litigation in the legal reserve. See Note 13 —Contingencies for additional information about the RFC litigation. |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Schedule of mortgage and non-mortgage product revenue | Mortgage and non-mortgage product revenue is as follows (in thousands) : Year Ended December 31, 2016 2015 2014 Mortgage products $ 219,991 $ 165,272 134,137 Non-mortgage products 164,411 88,944 33,213 Total revenue $ 384,402 $ 254,216 $ 167,350 |
QUARTERLY FINANCIAL INFORMATI42
QUARTERLY FINANCIAL INFORMATION (UNAUDITED) (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Schedule of quarterly financial information | The following tables set forth summary financial information for the years ended December 31, 2016 and 2015: Q1 Q2 Q3 Q4 (in thousands, except per share amounts) 2016 Revenue $ 94,713 $ 94,290 $ 94,558 $ 100,841 Operating income 11,845 12,715 14,150 13,402 Income from continuing operations 6,905 9,002 7,280 8,021 Loss from discontinued operations (1,203 ) (1,150 ) (664 ) (697 ) Net income and comprehensive income $ 5,702 $ 7,852 $ 6,616 $ 7,324 Income per share from continuing operations: Basic $ 0.58 $ 0.76 $ 0.62 $ 0.68 Diluted $ 0.54 $ 0.71 $ 0.57 $ 0.63 Loss per share from discontinued operations: Basic $ (0.10 ) $ (0.10 ) $ (0.06 ) $ (0.06 ) Diluted $ (0.09 ) $ (0.09 ) $ (0.05 ) $ (0.05 ) Net income per share: Basic $ 0.48 $ 0.67 $ 0.56 $ 0.62 Diluted $ 0.44 $ 0.62 $ 0.52 $ 0.57 Q1 Q2 Q3 Q4 (in thousands, except per share amounts) 2015 Revenue $ 50,935 $ 55,136 $ 69,804 $ 78,341 Operating income 5,718 6,775 7,773 8,248 Income from continuing operations 5,413 6,439 7,383 32,081 Loss from discontinued operations (226 ) (1,717 ) (1,295 ) (31 ) Net income and comprehensive income $ 5,187 $ 4,722 $ 6,088 $ 32,050 Income per share from continuing operations: Basic $ 0.48 $ 0.57 $ 0.65 $ 2.69 Diluted $ 0.44 $ 0.52 $ 0.59 $ 2.47 Loss per share from discontinued operations: Basic $ (0.02 ) $ (0.15 ) $ (0.11 ) $ — Diluted $ (0.02 ) $ (0.14 ) $ (0.10 ) $ — Net income per share: Basic $ 0.46 $ 0.41 $ 0.53 $ 2.69 Diluted $ 0.43 $ 0.38 $ 0.49 $ 2.47 |
SIGNIFICANT ACCOUNTING POLICI43
SIGNIFICANT ACCOUNTING POLICIES (Details - Rev, AR & Seg) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016USD ($)segment | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Reconciliation of the Allowance for Doubtful Accounts | |||
Balance, beginning of the period | $ 606 | $ 349 | $ 408 |
Charges to earnings | 515 | 337 | 206 |
Write off of uncollectible accounts receivable | (62) | (80) | (265) |
Balance, end of the period | $ 1,059 | $ 606 | $ 349 |
Segment Reporting | |||
Number of reportable segments | segment | 1 |
SIGNIFICANT ACCOUNTING POLICI44
SIGNIFICANT ACCOUNTING POLICIES (Details - PP&E, Goodwill, Int. & Advertising) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Property and Equipment | |||
Impairment of long-lived assets | $ 0 | $ 0 | $ 805 |
Advertising | |||
Advertising Expense | $ 243,200 | $ 159,200 | 102,200 |
Computer equipment and capitalized software | |||
Property and Equipment | |||
Impairment of long-lived assets | $ 400 | ||
Computer equipment and capitalized software | Minimum | |||
Property and Equipment | |||
Depreciation period | 1 year | ||
Computer equipment and capitalized software | Maximum | |||
Property and Equipment | |||
Depreciation period | 5 years | ||
Building | Minimum | |||
Property and Equipment | |||
Depreciation period | 34 years | ||
Building | Maximum | |||
Property and Equipment | |||
Depreciation period | 34 years | ||
Site improvements | Minimum | |||
Property and Equipment | |||
Depreciation period | 1 year | ||
Site improvements | Maximum | |||
Property and Equipment | |||
Depreciation period | 15 years | ||
Furniture and other equipment | Minimum | |||
Property and Equipment | |||
Depreciation period | 3 years | ||
Furniture and other equipment | Maximum | |||
Property and Equipment | |||
Depreciation period | 7 years | ||
Software development | Minimum | |||
Property and Equipment | |||
Depreciation period | 1 year | ||
Software development | Maximum | |||
Property and Equipment | |||
Depreciation period | 3 years | ||
Aircraft and automobile | Minimum | |||
Property and Equipment | |||
Depreciation period | 5 years | ||
Aircraft and automobile | Maximum | |||
Property and Equipment | |||
Depreciation period | 10 years |
SIGNIFICANT ACCOUNTING POLICI45
SIGNIFICANT ACCOUNTING POLICIES (Details - Taxes) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Accounting Policies [Abstract] | |||
Excess tax benefit from stock-based award activity | $ 5,760 | $ 4,601 | $ 0 |
SIGNIFICANT ACCOUNTING POLICI46
SIGNIFICANT ACCOUNTING POLICIES (Details - Concentration Risk) - Revenues - Customer concentration - customer | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Certain Risks and Concentrations | |||
Number of major customers | 2 | 2 | 2 |
Customer one | |||
Certain Risks and Concentrations | |||
Concentration risk (as a percent) | 13.00% | 12.00% | 13.00% |
Customer two | |||
Certain Risks and Concentrations | |||
Concentration risk (as a percent) | 15.00% | 11.00% | 11.00% |
RESTRICTED CASH (Details)
RESTRICTED CASH (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Restricted Cash and Cash Equivalents Items [Line Items] | |||
Restricted cash and cash equivalents | $ 4,089 | $ 6,541 | |
Decrease in restricted cash | (2,452) | (12,175) | $ (7,300) |
Cash in escrow for surety bonds (a) | |||
Restricted Cash and Cash Equivalents Items [Line Items] | |||
Restricted cash and cash equivalents | 0 | 2,453 | |
Other | |||
Restricted Cash and Cash Equivalents Items [Line Items] | |||
Restricted cash and cash equivalents | 57 | 60 | |
Lending Tree Loans | Discover Bank | Cash in escrow from sale of LendingTree Loans | |||
Restricted Cash and Cash Equivalents Items [Line Items] | |||
Restricted cash and cash equivalents | $ 4,032 | 4,028 | |
Decrease in restricted cash | $ 12,100 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands | Jun. 30, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
PROPERTY AND EQUIPMENT | ||||
Property and equipment, gross | $ 45,201 | $ 16,355 | ||
Accumulated depreciation | (9,739) | (6,940) | ||
Total property and equipment, net | 35,462 | 9,415 | ||
Unamortized capitalized software development costs | 9,400 | 8,000 | ||
Capitalized software development amortization expense | 4,300 | 2,600 | $ 2,800 | |
Impairment of long-lived assets | 0 | 0 | 805 | |
Cash payment for asset purchase | 23,476 | |||
Capitalized acquisition-related costs | 100 | |||
Land acquired | 5,818 | |||
Buildings acquired | 14,679 | |||
Site improvements acquired | 950 | |||
Tenant leases acquired | $ 2,029 | |||
Weighted Average Amortization Life | 10 years | 3 years 2 months 10 days | ||
Operating Leases, Future Minimum Payments Receivable, Current | $ 1,435 | |||
Operating Leases, Future Minimum Payments Receivable, in Two Years | 1,197 | |||
Operating Leases, Future Minimum Payments Receivable, in Three Years | 951 | |||
Operating Leases, Future Minimum Payments Receivable, in Four Years | 599 | |||
Operating Leases, Future Minimum Payments Receivable, in Five Years | 151 | |||
Operating Leases, Future Minimum Payments Receivable | 4,333 | |||
Land | ||||
PROPERTY AND EQUIPMENT | ||||
Property and equipment, gross | 5,818 | 0 | ||
Building | ||||
PROPERTY AND EQUIPMENT | ||||
Property and equipment, gross | 14,679 | 0 | ||
Site improvements | ||||
PROPERTY AND EQUIPMENT | ||||
Property and equipment, gross | 950 | |||
Computer equipment and capitalized software | ||||
PROPERTY AND EQUIPMENT | ||||
Property and equipment, gross | 14,886 | 10,192 | ||
Impairment of long-lived assets | $ 400 | |||
Leasehold improvements | ||||
PROPERTY AND EQUIPMENT | ||||
Property and equipment, gross | 3,048 | 2,096 | ||
Furniture and other equipment | ||||
PROPERTY AND EQUIPMENT | ||||
Property and equipment, gross | 826 | 432 | ||
Aircraft and automobile | ||||
PROPERTY AND EQUIPMENT | ||||
Property and equipment, gross | 1,988 | 23 | ||
Projects in progress | ||||
PROPERTY AND EQUIPMENT | ||||
Property and equipment, gross | $ 3,006 | $ 3,612 | ||
Weighted Average | Building | ||||
PROPERTY AND EQUIPMENT | ||||
Depreciation period | 34 years | |||
Weighted Average | Site improvements | ||||
PROPERTY AND EQUIPMENT | ||||
Depreciation period | 6 years 7 months 10 days |
GOODWILL AND INTANGIBLE ASSET49
GOODWILL AND INTANGIBLE ASSETS (Details - Balance Sheet) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Balance of goodwill and intangible assets, net | ||
Goodwill | $ 539,545 | $ 486,720 |
Accumulated impairment losses | (483,088) | (483,088) |
Net goodwill | 56,457 | 3,632 |
Intangible assets with indefinite lives | 10,142 | 10,142 |
Intangible assets with definite lives, net | 61,542 | 850 |
Total intangible assets, net | $ 71,684 | $ 10,992 |
GOODWILL AND INTANGIBLE ASSET50
GOODWILL AND INTANGIBLE ASSETS (Details - Goodwill and Indefinte-Lived Intangibles) | 12 Months Ended |
Dec. 31, 2016USD ($)segment | |
Goodwill [Line Items] | |
Goodwill, gross at the beginning of the period | $ 486,720,000 |
Goodwill, gross at the end of the period | 539,545,000 |
Goodwill, accumulated impairment loss at the beginning of the period | 483,088,000 |
Impairment losses during period related to goodwill | 0 |
Goodwill, accumulated impairment loss at the end of the period | 483,088,000 |
Net goodwill at the beginning of the period | 3,632,000 |
Net goodwill at the end of the period | $ 56,457,000 |
Number of reporting units | segment | 1 |
Impairment charges related to trade names and trademarks | $ 0 |
CompareCards [Member] | |
Goodwill [Line Items] | |
Increase to goodwill due to acquisitions | 52,450,000 |
Impairment losses during period related to goodwill | 0 |
SimpleTuition [Domain] | |
Goodwill [Line Items] | |
Increase to goodwill due to acquisitions | 375,000 |
Impairment losses during period related to goodwill | $ 0 |
GOODWILL AND INTANGIBLE ASSET51
GOODWILL AND INTANGIBLE ASSETS (Details - Definite Lived Intangibles) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Intangible assets with definite lives | |||
Cost | $ 64,022 | $ 2,087 | |
Accumulated Amortization | (2,480) | (1,237) | |
Net | 61,542 | 850 | |
Impairment of long-lived assets | 0 | 0 | $ 805 |
Technology | |||
Intangible assets with definite lives | |||
Cost | 28,300 | ||
Accumulated Amortization | (659) | ||
Net | $ 27,641 | ||
Technology | Weighted Average | |||
Intangible assets with definite lives | |||
Weighted Average Amortization Life | 4 years | ||
Customer lists | |||
Intangible assets with definite lives | |||
Cost | $ 28,100 | 1,000 | |
Accumulated Amortization | (639) | (150) | |
Net | $ 27,461 | $ 850 | |
Impairment of long-lived assets | $ 400 | ||
Customer lists | Weighted Average | |||
Intangible assets with definite lives | |||
Weighted Average Amortization Life | 11 years 7 months 25 days | 10 years | |
Trademarks and trade names | |||
Intangible assets with definite lives | |||
Cost | $ 5,342 | ||
Accumulated Amortization | (937) | ||
Net | $ 4,405 | ||
Trademarks and trade names | Weighted Average | |||
Intangible assets with definite lives | |||
Weighted Average Amortization Life | 4 years 6 months 10 days | ||
Tenant leases | |||
Intangible assets with definite lives | |||
Cost | $ 2,030 | ||
Accumulated Amortization | 0 | ||
Net | $ 2,030 | ||
Tenant leases | Weighted Average | |||
Intangible assets with definite lives | |||
Weighted Average Amortization Life | 3 years 2 months 10 days | ||
Other | |||
Intangible assets with definite lives | |||
Cost | $ 250 | $ 1,087 | |
Accumulated Amortization | (245) | (1,087) | |
Net | $ 5 | $ 0 | |
Other | Weighted Average | |||
Intangible assets with definite lives | |||
Weighted Average Amortization Life | 3 years | 2 years 2 months |
GOODWILL AND INTANGIBLE ASSET52
GOODWILL AND INTANGIBLE ASSETS (Details - 5yr Definite Lived Intangibles Amortization) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Amortization of intangible assets with definite lives computed on a straight-line basis | ||
Year ending December 31, 2017 | $ 11,175 | |
Year ending December 31, 2018 | 11,037 | |
Year ending December 31, 2019 | 10,783 | |
Year ending December 31, 2020 | 9,935 | |
Year ending December 31, 2021 | 3,270 | |
Thereafter | 15,342 | |
Net | $ 61,542 | $ 850 |
BUSINESS ACQUISITIONS (Details)
BUSINESS ACQUISITIONS (Details) - USD ($) | Nov. 16, 2016 | May 31, 2016 | Jun. 30, 2014 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Business Acquisition [Line Items] | ||||||||||||||
Initial cash consideration to acquire business | $ 600,000 | $ 81,182,000 | $ 0 | $ 0 | ||||||||||
Contingent consideration range, minimum | 0 | |||||||||||||
Contingent consideration range, maximum | 800,000 | |||||||||||||
Purchase price consideration on acquisition date | 1,000,000 | |||||||||||||
Contingent consideration on acquisition date | $ 400,000 | |||||||||||||
Goodwill | $ 56,457,000 | $ 3,632,000 | 56,457,000 | 3,632,000 | ||||||||||
Revenue | 100,841,000 | $ 94,558,000 | $ 94,290,000 | $ 94,713,000 | 78,341,000 | $ 69,804,000 | $ 55,136,000 | $ 50,935,000 | 384,402,000 | 254,216,000 | 167,350,000 | |||
Operating income (loss) | 13,402,000 | $ 14,150,000 | $ 12,715,000 | $ 11,845,000 | $ 8,248,000 | $ 7,773,000 | $ 6,775,000 | $ 5,718,000 | $ 52,112,000 | 28,514,000 | $ (969,000) | |||
Weighted Average Amortization Life | 10 years | 3 years 2 months 10 days | ||||||||||||
Reduction in contingent consideration | 200,000 | |||||||||||||
Iron Horse Holdings, LLC [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Initial cash consideration to acquire business | $ 80,700,000 | |||||||||||||
Contingent consideration range, maximum | 45,000,000 | |||||||||||||
Purchase price consideration on acquisition date | 103,800,000 | |||||||||||||
Contingent consideration on acquisition date | 23,100,000 | |||||||||||||
Goodwill | 52,450,000 | |||||||||||||
Revenue | 9,200,000 | |||||||||||||
Operating income (loss) | 800,000 | |||||||||||||
Acquisition-related costs | 400,000 | $ 5,500,000 | ||||||||||||
SimpleTuition [Domain] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Initial cash consideration to acquire business | $ 4,500,000 | |||||||||||||
Purchase price consideration on acquisition date | 5,000,000 | |||||||||||||
Contingent consideration on acquisition date | 500,000 | |||||||||||||
Goodwill | 375,000 | |||||||||||||
Acquisition-related costs | $ 100,000 | |||||||||||||
Weighted Average Amortization Life | 9 years 2 months | |||||||||||||
Minimum [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Contingent consideration on acquisition date | 0 | $ 0 | ||||||||||||
Maximum [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Contingent consideration on acquisition date | $ 45,000,000 | $ 45,000,000 | ||||||||||||
Earnout Payment for One Contingent Earnout [Member] | Iron Horse Holdings, LLC [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Contingent consideration range, minimum | 0 | |||||||||||||
Contingent consideration range, maximum | $ 22,500,000 |
BUSINESS ACQUISITIONS (Details
BUSINESS ACQUISITIONS (Details - Schedule of Purchase Price Allocation) - USD ($) $ in Thousands | May 31, 2016 | Jun. 30, 2014 | Dec. 31, 2016 | Nov. 16, 2016 | Dec. 31, 2015 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 56,457 | $ 3,632 | |||
Weighted Average Amortization Life | 10 years | 3 years 2 months 10 days | |||
SimpleTuition [Domain] | |||||
Business Acquisition [Line Items] | |||||
Accounts receivable | $ 125 | ||||
Goodwill | 375 | ||||
Total intangible assets with definite lives, net | $ 4,500 | ||||
Weighted Average Amortization Life | 9 years 2 months | ||||
Iron Horse Holdings, LLC [Member] | |||||
Business Acquisition [Line Items] | |||||
Accounts receivable | $ 3,538 | ||||
Total intangible assets with definite lives, net | 55,400 | ||||
Goodwill | 52,450 | ||||
Accounts payable and accrued liabilities | (7,582) | ||||
Total purchase price | $ 103,806 |
BUSINESS ACQUISITIONS (Detail55
BUSINESS ACQUISITIONS (Details - Schedule of Finite LIved Intangible Assets Acquired) - USD ($) | Nov. 16, 2016 | Jun. 30, 2014 | Dec. 31, 2016 |
Business Acquisition [Line Items] | |||
Weighted Average Amortization Life | 10 years | 3 years 2 months 10 days | |
Technology | Iron Horse Holdings, LLC [Member] | |||
Business Acquisition [Line Items] | |||
Fair Value | $ 27,900 | ||
Weighted Average Amortization Life | 4 years | ||
Customer lists | Iron Horse Holdings, LLC [Member] | |||
Business Acquisition [Line Items] | |||
Fair Value | $ 23,200 | ||
Weighted Average Amortization Life | 12 years | ||
Trademarks and trade names | Iron Horse Holdings, LLC [Member] | |||
Business Acquisition [Line Items] | |||
Fair Value | $ 4,300 | ||
Weighted Average Amortization Life | 5 years |
BUSINESS ACQUISITIONS (Detail56
BUSINESS ACQUISITIONS (Details - Pro Forma Information) - Iron Horse Holdings, LLC [Member] - USD ($) $ in Thousands | Nov. 16, 2016 | Dec. 31, 2016 | Dec. 31, 2015 |
Business Acquisition [Line Items] | |||
Acquisition-related costs | $ 400 | $ 5,500 | |
Pro forma revenue | $ 448,418 | 308,647 | |
Pro forma net income from continuing operations | $ 33,407 | $ 41,099 |
ACCRUED EXPENSES AND OTHER CU57
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Accrued expenses and other current liabilities | ||
Accrued litigation liabilities | $ 736 | $ 636 |
Accrued advertising expense | 26,976 | 20,841 |
Accrued compensation and benefits | 5,626 | 4,464 |
Accrued professional fees | 1,411 | 711 |
Customer deposits and escrows | 5,041 | 4,471 |
Other | 9,613 | 3,762 |
Total accrued expenses and other current liabilities | $ 49,403 | $ 34,885 |
SHAREHOLDERS' EQUITY (Details)
SHAREHOLDERS' EQUITY (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||
Nov. 30, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Feb. 26, 2016 | Jan. 14, 2016 | Nov. 12, 2015 | May 07, 2014 | Jan. 11, 2010 | |
Common stock issuance price for equity offering | $ 115 | ||||||||
Proceeds from equity offering, net of offering costs | $ 91,500,000 | $ 91,462,000 | |||||||
Equity offering underwriting discounts | 5,900,000 | ||||||||
Equity offering expenses | $ 700,000 | ||||||||
Weighted average shares outstanding: | |||||||||
Weighted average basic common shares (in shares) | 11,812,000 | 11,516,000 | 11,188,000 | ||||||
Effect of stock options (in shares) | 886,000 | 866,000 | 0 | ||||||
Effect of dilutive share awards (in shares) | 75,000 | 159,000 | 0 | ||||||
Weighted average diluted common shares (in shares) | 12,773,000 | 12,541,000 | 11,188,000 | ||||||
Additional disclosure | |||||||||
Potentially dilutive securities included in the denominator for computing diluted loss per share | 0 | ||||||||
Anti-dilutive securities excluded from calculation of diluted earnings per share | 700,000 | ||||||||
Common Stock Repurchases | |||||||||
Value of common stock authorized to be repurchased | $ 40,000,000 | $ 50,000,000 | $ 10,000,000 | $ 10,000,000 | |||||
Purchase of treasury stock (in shares) | 690,218 | 5,250 | 99,345 | ||||||
Value of treasury stock acquired | $ 48,524,000 | $ 218,000 | $ 2,610,000 | ||||||
Remaining authorized repurchase amount | $ 48,700,000 | ||||||||
Common Stock | |||||||||
Issuance of stock for equity offering (in shares) | 852,500 | 853,000 | |||||||
Proceeds from equity offering, net of offering costs | $ 9,000 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details - Plan Information and P&L Impact) | 12 Months Ended | ||
Dec. 31, 2016USD ($)planshares | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Number of active plans | plan | 1 | ||
Number of shares authorized | shares | 4,350,000 | ||
Term of plan | 10 years | ||
Non-cash compensation expense related to equity awards | |||
Non-cash stock-based compensation expense before income taxes | $ 9,647,000 | $ 8,508,000 | $ 7,446,000 |
Income tax benefit related to non-cash compensation | 3,700,000 | 3,000,000 | 0 |
Performance Shares [Member] | |||
Unrecognized compensation cost | |||
Unrecognized compensation cost | $ 1,700,000 | ||
Weighted-average period for recognition of unrecognized compensation cost | 1 year 11 months 5 days | ||
Stock Options | |||
Unrecognized compensation cost | |||
Unrecognized compensation cost | $ 7,800,000 | ||
Weighted-average period for recognition of unrecognized compensation cost | 1 year 6 months 10 days | ||
RSUs | |||
Unrecognized compensation cost | |||
Unrecognized compensation cost | $ 7,500,000 | ||
Weighted-average period for recognition of unrecognized compensation cost | 1 year 11 months | ||
Restricted Stock | |||
Unrecognized compensation cost | |||
Unrecognized compensation cost | $ 100,000 | ||
Weighted-average period for recognition of unrecognized compensation cost | 5 months | ||
Cost of revenue | |||
Non-cash compensation expense related to equity awards | |||
Non-cash stock-based compensation expense before income taxes | $ 129,000 | 95,000 | 32,000 |
Selling and marketing expense | |||
Non-cash compensation expense related to equity awards | |||
Non-cash stock-based compensation expense before income taxes | 2,722,000 | 1,597,000 | 901,000 |
General and administrative expense | |||
Non-cash compensation expense related to equity awards | |||
Non-cash stock-based compensation expense before income taxes | 4,699,000 | 5,120,000 | 5,148,000 |
Product development | |||
Non-cash compensation expense related to equity awards | |||
Non-cash stock-based compensation expense before income taxes | 2,097,000 | 1,558,000 | 1,196,000 |
Restructuring and severance | |||
Non-cash compensation expense related to equity awards | |||
Non-cash stock-based compensation expense before income taxes | $ 0 | $ 138,000 | $ 169,000 |
STOCK-BASED COMPENSATION (Det60
STOCK-BASED COMPENSATION (Details - Stock Options Rollforward) - USD ($) | Jul. 27, 2016 | Aug. 15, 2015 | May 27, 2015 | Aug. 06, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Aggregate Intrinsic Value | |||||||
Share price | $ 101.35 | ||||||
Weighted average fair value (in dollars per share) | $ 40.05 | $ 27.60 | $ 11.22 | ||||
Weighted average assumptions | |||||||
Fair Value of Options Vested | $ 900,000 | $ 800,000 | $ 400,000 | ||||
Employee Stock Option [Member] | |||||||
Weighted Average Remaining Contractual Term | |||||||
Outstanding at the end of the period | 5 years 1 month 28 days | ||||||
Options exercisable at the end of the period | 2 years 7 months 18 days | ||||||
Aggregate Intrinsic Value | |||||||
Outstanding at the end of the period | $ 159,754,000 | ||||||
Options exercisable at the end of the period | 88,977,000 | ||||||
Intrinsic value of stock options exercised | 300,000 | $ 5,900,000 | $ 200,000 | ||||
Cash received from stock option exercised | 200,000 | ||||||
Actual tax benefit realized | $ 100,000 | ||||||
Vesting period | 3 years | ||||||
Consultant Stock Option [Member] | |||||||
Aggregate Intrinsic Value | |||||||
Vesting period | 6 months | ||||||
Employee Stock Option 2 [Member] | |||||||
Aggregate Intrinsic Value | |||||||
Vesting period | 1 year | ||||||
Stock Options | |||||||
Number of Options | |||||||
Outstanding at the beginning of the period (in shares) | 1,918,182 | ||||||
Granted (in shares) | 86,149 | ||||||
Exercised (in shares) | (6,093) | ||||||
Forfeited (in shares) | (6,329) | ||||||
Expired (in shares) | (107) | ||||||
Outstanding at the end of the period (in shares) | 1,991,802 | 1,918,182 | |||||
Options exercisable at the end of the period (in shares) | 970,202 | ||||||
Weighted Average Exercise Price | |||||||
Outstanding at the beginning of the period (in dollars per share) | $ 18.85 | ||||||
Granted (in dollars per share) | 79.46 | ||||||
Exercised (in dollars per share) | 38.58 | ||||||
Forfeited (in dollars per share) | 74.48 | ||||||
Expired (in dollars per share) | 117.95 | ||||||
Outstanding at the end of the period (in dollars per share) | 21.23 | $ 18.85 | |||||
Options exercisable at the end of the period (in dollars per share) | $ 9.69 | ||||||
Weighted average assumptions | |||||||
Expected Volatility Rate, Minimum | 48.00% | 38.00% | 36.00% | ||||
Expected Volatility Rate, Maximum | 53.00% | 48.00% | 64.00% | ||||
Risk Free Interest Rate, Minimum | 1.10% | 1.65% | 1.81% | ||||
Risk Free Interest Rate, Maximum | 2.18% | 2.01% | 2.13% | ||||
Dividend yield (as a percent) | 0.00% | 0.00% | 0.00% | ||||
Expected dividend payment | $ 0 | ||||||
Director Stock Options | |||||||
Aggregate Intrinsic Value | |||||||
Vesting period | 5 months | 2 years | |||||
Minimum [Member] | Stock Options | |||||||
Weighted average assumptions | |||||||
Expected Term, Simplified Method | P5Y2M20D | P5Y2M15D | P5Y9M | ||||
Maximum [Member] | Stock Options | |||||||
Weighted average assumptions | |||||||
Expected Term, Simplified Method | P6Y4M18D | P6Y2M22D | P6Y7M17D | ||||
Tranche 1 | Employee Stock Option [Member] | |||||||
Aggregate Intrinsic Value | |||||||
Vesting period | 1 year 8 months 2 days | 2 years 6 months | 2 years | ||||
Award Vesting Rights, Percentage | 25.00% | 25.00% | |||||
Tranche 2 | Employee Stock Option [Member] | |||||||
Aggregate Intrinsic Value | |||||||
Vesting period | 2 years 8 months 2 days | 3 years 6 months | 3 years | ||||
Award Vesting Rights, Percentage | 75.00% | 75.00% |
STOCK-BASED COMPENSATION (Det61
STOCK-BASED COMPENSATION (Details - RSU and RSA Rollforwards) - USD ($) $ / shares in Units, $ in Millions | Jun. 13, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Performance Shares [Member] | ||||
Nonvested RSUs and RSAs, Number of Shares | ||||
Nonvested at the beginning of the period (in shares) | 0 | |||
Granted (in shares) | 56,761,000 | |||
Vested (in shares) | (1,953,000) | |||
Forfeited (in shares) | (10,299,000) | |||
Nonvested at the end of the period (in shares) | 44,509,000 | 0 | ||
Nonvested RSUs and RSAs, Weighted Average Grant Date Fair Value | ||||
Nonvested at the beginning of the period (in dollars per share) | $ 0 | |||
Granted (in dollars per share) | 87.27 | |||
Vested (in dollars per share) | 83.60 | |||
Forfeited (in dollars per share) | 83.60 | |||
Nonvested at the end of the period (in dollars per share) | $ 88.28 | $ 0 | ||
Fair value of RSUs and RSAs that vested during the year | $ 0.2 | |||
RSUs | ||||
Nonvested RSUs and RSAs, Number of Shares | ||||
Nonvested at the beginning of the period (in shares) | 237,377 | |||
Granted (in shares) | 78,334 | |||
Vested (in shares) | (142,289) | |||
Forfeited (in shares) | (21,048) | |||
Nonvested at the end of the period (in shares) | 152,374 | 237,377 | ||
Nonvested RSUs and RSAs, Weighted Average Grant Date Fair Value | ||||
Nonvested at the beginning of the period (in dollars per share) | $ 43.13 | |||
Granted (in dollars per share) | 76.52 | |||
Vested (in dollars per share) | 34.72 | |||
Forfeited (in dollars per share) | 61.35 | |||
Nonvested at the end of the period (in dollars per share) | $ 65.64 | $ 43.13 | ||
Fair value of RSUs and RSAs that vested during the year | $ 10.1 | $ 11 | $ 11 | |
Restricted Stock | ||||
Nonvested RSUs and RSAs, Number of Shares | ||||
Nonvested at the beginning of the period (in shares) | 68,762 | |||
Granted (in shares) | 0 | |||
Vested (in shares) | (54,298) | |||
Nonvested at the end of the period (in shares) | 14,464 | 68,762 | ||
Nonvested RSUs and RSAs, Weighted Average Grant Date Fair Value | ||||
Nonvested at the beginning of the period (in dollars per share) | $ 23.60 | |||
Granted (in dollars per share) | 0 | |||
Vested (in dollars per share) | 23.18 | |||
Nonvested at the end of the period (in dollars per share) | $ 25.14 | $ 23.60 | ||
Fair value of RSUs and RSAs that vested during the year | $ 3.9 | $ 4.1 | $ 1.5 | |
Tranche 1 | Performance Shares [Member] | ||||
Nonvested RSUs and RSAs, Weighted Average Grant Date Fair Value | ||||
Vesting period | 4 months | |||
Tranche 3 | Performance Shares [Member] | ||||
Nonvested RSUs and RSAs, Weighted Average Grant Date Fair Value | ||||
Vesting period | 2 years 4 months |
INCOME TAXES (Details - Income
INCOME TAXES (Details - Income Tax Provision Components) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Current income tax expense (benefit): | |||
Federal | $ 11,519 | $ 5,847 | $ (371) |
State | 2,480 | 1,149 | (219) |
Current income tax expense (benefit) | 13,999 | 6,996 | (590) |
Deferred income tax (benefit) provision: | |||
Federal | 3,703 | (19,676) | 63 |
State | 2,664 | (10,293) | 43 |
Deferred income tax (benefit) provision | 6,367 | (29,969) | 106 |
Income tax expense (benefit) | $ 20,366 | $ (22,973) | $ (484) |
INCOME TAXES (Details - Incom63
INCOME TAXES (Details - Income Tax Reconciliation when Applying the Statutory Federal Tax Rate) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Reconciliation of income tax provision to amounts computed by statutory federal income tax rate to income (loss) from continuing operations before income taxes | |||
Income tax expense (benefit) at the federal statutory rate of 35% | $ 18,051 | $ 9,920 | $ (340) |
State income taxes, net of effect of federal tax benefit | 4,038 | 1,480 | (143) |
Release of valuation allowance | (416) | (34,409) | 0 |
Research and experimentation tax credit | (2,574) | 0 | 0 |
Other, net | 1,267 | 36 | (1) |
Income tax expense (benefit) | $ 20,366 | $ (22,973) | $ (484) |
Federal Statutory Income Tax Rate (as a percent) | 35.00% | 35.00% |
INCOME TAXES INCOME TAXES (Deta
INCOME TAXES INCOME TAXES (Details - Deferred Income Taxes - Components) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Deferred tax assets: | ||||
Provision for accrued expenses | $ 8,056 | $ 7,247 | ||
Net operating loss carryforwards | 8,548 | 15,036 | ||
Non-cash compensation expense | 5,699 | 4,321 | ||
Goodwill | 1,825 | 1,825 | ||
Other | 139 | 1,544 | ||
Total gross deferred tax assets | 24,267 | 29,973 | ||
Less valuation allowance | (2,101) | (2,341) | $ (40,121) | $ (49,674) |
Total deferred tax assets, net of the valuation allowance | 22,166 | 27,632 | ||
Deferred tax liabilities: | ||||
Intangible and other assets | (2,704) | (2,060) | ||
Other | (1,071) | (453) | ||
Total gross deferred tax liabilities | (3,775) | (2,513) | ||
Net deferred taxes | 18,391 | 25,119 | ||
Change in valuation allowance | (240) | (37,780) | (3,707) | |
Federal | ||||
Deferred tax liabilities: | ||||
Operating loss carryforwards | 10,900 | |||
State | ||||
Deferred tax liabilities: | ||||
State operating loss carryforwards | 221,000 | |||
Out of period adjustment [Member] | ||||
Deferred tax liabilities: | ||||
Change in valuation allowance | $ 0 | $ 0 | $ (5,846) |
INCOME TAXES (Details - Deferre
INCOME TAXES (Details - Deferred Income Taxes - BS Presentation) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred income taxes presented in consolidated balance sheets | ||
Deferred income tax assets | $ 14,610 | $ 20,977 |
Non-current assets of discontinued operations | 3,781 | 4,142 |
Net deferred taxes | $ 18,391 | $ 25,119 |
INCOME TAXES (Details - Valuati
INCOME TAXES (Details - Valuation Allowance) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Valuation Allowance [Line Items] | |||
Release of valuation allowance | $ 416 | $ 34,409 | $ 0 |
Operating Loss Carryforwards, Valuation Allowance | 2,100 | 2,300 | |
Valuation Allowance [Abstract] | |||
Balance, beginning of the period | 2,341 | 40,121 | 49,674 |
Change in valuation allowance | (240) | (37,780) | (3,707) |
Balance, end of the period | 2,101 | 2,341 | 40,121 |
Out of period adjustment [Member] | |||
Valuation Allowance [Abstract] | |||
Change in valuation allowance | $ 0 | $ 0 | $ (5,846) |
INCOME TAXES INCOME TAXES (De67
INCOME TAXES INCOME TAXES (Details - Unrecognized Tax Benefits) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense | $ 100 | |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued | 100 | |
Unrecognized Tax Benefits Including Interest | $ 600 | 200 |
Reconciliation of unrecognized tax benefits, excluding interest | ||
Balance, beginning of the period | 19 | 23 |
Additions based on tax positions of the current year | 550 | 0 |
Lapse of statute of limitations | (19) | (4) |
Balance, end of the period | $ 550 | $ 19 |
REVOLVING CREDIT FACILITY (Deta
REVOLVING CREDIT FACILITY (Details) $ in Millions | Oct. 22, 2015USD ($) |
Revolving Credit Facility [Member] | |
Line of Credit Facility [Line Items] | |
Revolving credit facility, current borrowing capacity | $ 125 |
Revolving credit facility, term | 5 years |
Revolving credit facility, conditional increase to borrowing capacity | $ 50 |
Revolving credit facility, collateral, percent of assets | 100.00% |
Revolving credit facility, collateral, percent of equity | 100.00% |
Revolving credit facility, letter of credit fronting fee percentage | 0.125% |
Revolving credit facility, deb issuance costs | $ 1.2 |
Swingline Facility [Member] | |
Line of Credit Facility [Line Items] | |
Revolving credit facility, current borrowing capacity | 10 |
Letter of Credit [Member] | |
Line of Credit Facility [Line Items] | |
Revolving credit facility, current borrowing capacity | $ 10 |
Federal Funds Effective Swap Rate [Member] | Revolving Credit Facility [Member] | |
Line of Credit Facility [Line Items] | |
Revolving credit facility, basis spread on variable rate | 0.50% |
London Interbank Offered Rate (LIBOR) [Member] | Revolving Credit Facility [Member] | |
Line of Credit Facility [Line Items] | |
Revolving credit facility, basis spread on variable rate | 1.00% |
Minimum [Member] | Revolving Credit Facility [Member] | |
Line of Credit Facility [Line Items] | |
Revolving credit facility, unused capacity, commitment fee percentage | 0.25% |
Revolving credit facility, letter of credit participation fee percentage | 2.00% |
Minimum [Member] | London Interbank Offered Rate (LIBOR) [Member] | Revolving Credit Facility [Member] | |
Line of Credit Facility [Line Items] | |
Revolving credit facility, basis spread on variable rate | 2.00% |
Minimum [Member] | Base Rate [Member] | Revolving Credit Facility [Member] | |
Line of Credit Facility [Line Items] | |
Revolving credit facility, basis spread on variable rate | 1.00% |
Maximum [Member] | Revolving Credit Facility [Member] | |
Line of Credit Facility [Line Items] | |
Revolving credit facility, unused capacity, commitment fee percentage | 0.50% |
Revolving credit facility, letter of credit participation fee percentage | 3.00% |
Maximum [Member] | London Interbank Offered Rate (LIBOR) [Member] | Revolving Credit Facility [Member] | |
Line of Credit Facility [Line Items] | |
Revolving credit facility, basis spread on variable rate | 3.00% |
Maximum [Member] | Base Rate [Member] | Revolving Credit Facility [Member] | |
Line of Credit Facility [Line Items] | |
Revolving credit facility, basis spread on variable rate | 2.00% |
COMMITMENTS (Details - Operatin
COMMITMENTS (Details - Operating Leases) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Future minimum payments under operating lease | |||
Operating Leases, Future Minimum Payments, Due in One Year | $ 1,374 | ||
Operating Leases, Future Minimum Payments, Due in Two Years | 1,227 | ||
Operating Leases, Future Minimum Payments, Due in Three Years | 1,025 | ||
Operating Leases, Future Minimum Payments, Due in Four Years | 1,055 | ||
Operating Leases, Future Minimum Payments, Due in Five Years | 0 | ||
Total | 4,681 | ||
Operating Leases, Rent Expense, Net | $ 1,600 | $ 1,200 | $ 1,100 |
COMMITMENTS (Details - Bonds)
COMMITMENTS (Details - Bonds) $ in Thousands | Dec. 31, 2016USD ($) |
Commitment | |
Total Amounts Committed | $ 4,433 |
Less Than 1 year | 4,408 |
1-3 years | 25 |
3-5 years | 0 |
More Than 5 years | 0 |
Surety bond | |
Commitment | |
Total Amounts Committed | 4,293 |
Less Than 1 year | 4,268 |
1-3 years | 25 |
3-5 years | 0 |
More Than 5 years | 0 |
Litigation bonds | |
Commitment | |
Total Amounts Committed | 140 |
Less Than 1 year | 140 |
1-3 years | 0 |
3-5 years | 0 |
More Than 5 years | $ 0 |
CONTINGENCIES (Details)
CONTINGENCIES (Details) $ in Thousands | Feb. 20, 2017regulator | Oct. 14, 2011regulator | Sep. 08, 2010patent | Feb. 29, 2016 | Dec. 31, 2013 | Jun. 30, 2015USD ($) | Dec. 31, 2014USD ($)loan | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Mar. 12, 2014patent |
Contingencies | ||||||||||
Accrued litigation liabilities | $ 736 | $ 636 | ||||||||
Loss Contingency, Number of Defendants | 149 | |||||||||
Massachusetts Division of Banks | ||||||||||
Contingencies | ||||||||||
Accrued litigation liabilities | 500 | |||||||||
Number of Joining Regulators | regulator | 34 | |||||||||
Massachusetts Division of Banks | Subsequent event | ||||||||||
Contingencies | ||||||||||
Number of Joining Regulators | regulator | 0 | |||||||||
Lehman Brothers Holdings, Inc. Demand Letter [Member] | ||||||||||
Contingencies | ||||||||||
Loss Contingencies, Number of Loans Sold with Losses | loan | 64 | |||||||||
Pending litigation or appeal | Lending Tree v. Zillow, Inc. | ||||||||||
Contingencies | ||||||||||
Number of patents infringed | patent | 1 | |||||||||
Number of patents found not infringed upon | patent | 2 | |||||||||
Litigation settlement | $ 1,100 | $ 2,300 | ||||||||
Pending litigation or appeal | Next Advisor [Member] [Domain] | ||||||||||
Contingencies | ||||||||||
Accrued litigation liabilities | 100 | |||||||||
Pending litigation or appeal | Residential Funding Co. v Home Loan Center [Member] | ||||||||||
Contingencies | ||||||||||
Accrued litigation liabilities | 3,000 | |||||||||
Number of Loan Originators | 80 | |||||||||
Pending litigation or appeal | Lehman Brothers Holdings, Inc. Demand Letter [Member] | ||||||||||
Contingencies | ||||||||||
Accrued litigation liabilities | 1,000 | |||||||||
Discontinued Operations, Disposed of by Sale [Member] | ||||||||||
Contingencies | ||||||||||
Accrued litigation liabilities | 4,000 | $ 3,600 | ||||||||
Minimum [Member] | Massachusetts Division of Banks | ||||||||||
Contingencies | ||||||||||
Range of possible loss, minimum | 500 | |||||||||
Maximum [Member] | Massachusetts Division of Banks | ||||||||||
Contingencies | ||||||||||
Range of possible loss, minimum | $ 6,500 | |||||||||
Maximum [Member] | Pending litigation or appeal | Lending Tree v. Zillow, Inc. | ||||||||||
Contingencies | ||||||||||
Range of possible loss, minimum | $ 9,700 |
FAIR VALUE MEASUREMENT (Details
FAIR VALUE MEASUREMENT (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Jun. 30, 2014 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Contingent consideration on acquisition date | $ 400,000 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at January 1, 2016 | $ 0 | |
Fair value additions | 23,100,000 | |
Balance at December 31, 2016 | 23,100,000 | |
Minimum [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Contingent consideration on acquisition date | 0 | |
Maximum [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Contingent consideration on acquisition date | $ 45,000,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
RELATED PARTY TRANSACTIONS | ||
Expenses incurred for related parties | $ 1.3 | $ 0.7 |
BENEFIT PLANS (Details)
BENEFIT PLANS (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Defined Contribution Pension and Other Postretirement Plans Disclosure [Abstract] | |||
Maximum contribution by employees as a percentage of pre-tax earnings | 50.00% | ||
Generally the maximum amount a participant may contribute in accordance with statutory limits | $ 18,000 | $ 18,000 | $ 17,500 |
Matching contribution by employer per dollar of contribution by participant | $ 0.50 | ||
Maximum contribution by employer (as a percent) | 6.00% | ||
Requisite service period for matching contribution | 3 years | ||
Vesting of employer matching contribution prior to requisite service period (as a percent) | 0.00% | ||
Vesting of employer matching contribution after requisite service period (as a percent) | 100.00% | ||
Matching contribution made by the entity | $ 700,000 | $ 500,000 | $ 500,000 |
RESTRUCTURING EXPENSE (Details)
RESTRUCTURING EXPENSE (Details) - Continuing Lease Obligations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Changes in restructuring expenses | ||
Balance, beginning of period | $ 178 | $ 462 |
Restructuring expense (income) | (29) | (13) |
Payments | (149) | (297) |
Balance, end of period | $ 0 | $ 178 |
DISCONTINUED OPERATIONS (Detail
DISCONTINUED OPERATIONS (Details - Disposal Groups) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Revenue and net income (loss) of discontinued operations | |||||||||||
Revenue | $ 1,325 | $ 6 | $ 14,256 | ||||||||
Income (loss) before income taxes | (5,728) | (5,047) | 10,392 | ||||||||
Income tax benefit (expense) | 2,014 | 1,778 | (543) | ||||||||
Income (loss) from discontinued operations | $ 697 | $ 664 | $ 1,150 | $ 1,203 | $ 31 | $ 1,295 | $ 1,717 | $ 226 | 3,714 | 3,269 | (9,849) |
(Recoveries) provisions | 14,100 | ||||||||||
Loan loss obligations | Discontinued operations | Lending Tree Loans | |||||||||||
Revenue and net income (loss) of discontinued operations | |||||||||||
(Recoveries) provisions | $ (1,323) | $ 0 | $ (14,144) |
DISCONTINUED OPERATIONS (Deta77
DISCONTINUED OPERATIONS (Details - LendingTree Loans) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Jun. 06, 2012 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Restricted cash and cash equivalents | $ 4,089 | $ 6,541 | ||
Decrease in restricted cash | (2,452) | (12,175) | $ (7,300) | |
Discover Bank | Lending Tree Loans | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Asset Purchase Agreement Proceeds From Sale | $ 55,900 | |||
Cash in escrow from sale of LendingTree Loans | Discover Bank | Lending Tree Loans | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Restricted cash and cash equivalents | $ 4,032 | 4,028 | ||
Decrease in restricted cash | $ 12,100 |
DISCONTINUED OPERATIONS (Deta78
DISCONTINUED OPERATIONS (Details - Loan Loss Obligations) $ in Thousands | Oct. 15, 2015USD ($)investor | Jun. 07, 2012 | Dec. 31, 2014USD ($) | Jun. 30, 2012buyer | Dec. 31, 2016USD ($)investor | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2016USD ($)loan | Dec. 31, 2016USD ($)loan | Dec. 31, 2015USD ($) | Jun. 06, 2012USD ($)loan |
Loss Contingencies [Line Items] | |||||||||||
Restricted cash and cash equivalents | $ 4,089 | $ 6,541 | |||||||||
Decrease in restricted cash | $ (2,452) | $ (12,175) | $ (7,300) | ||||||||
Cash and Cash Equivalents, Period Increase (Decrease) | $ (115,844) | 120,763 | (5,455) | ||||||||
Provision adjustments | 14,100 | ||||||||||
Lending Tree Loans | Discontinued operations | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Guarantee Obligations, Number of Investors to whom Loans Guaranteed | investor | 1 | 2 | |||||||||
Loan loss obligations | Lending Tree Loans | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Payment for settlement with buyers of previously purchased loans | $ 600 | $ 5,400 | 14,100 | ||||||||
Loss Contingencies, Number of Loans Sold to one investor | 40.00% | ||||||||||
Loan loss obligations | Lending Tree Loans | Discontinued operations | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Loss Contingencies, Number of Loans Sold | loan | 234,000 | ||||||||||
Loss Contingencies, Original Principal Balance | $ 38,900,000 | ||||||||||
Number of buyers of previously purchased limited documentation loans | buyer | 2 | ||||||||||
Amount of reserve for contingencies | 8,750 | $ 8,127 | 8,750 | 28,543 | $ 6,804 | $ 6,804 | 8,127 | ||||
Loan loss reserve, beginning of period | 8,127 | 8,750 | 28,543 | ||||||||
Provision adjustments | (1,323) | 0 | (14,144) | ||||||||
Charge-offs to reserves | 0 | 623 | 5,649 | ||||||||
Loan loss reserve, end of period | 8,750 | 6,804 | 8,127 | $ 8,750 | $ 6,804 | ||||||
Loss Contingencies, Number of Loans Subsequently Settled | loan | (172,000) | ||||||||||
Loss Contingencies,Value of Loans Subsequently Settled | $ (28,800,000) | ||||||||||
Loss Contingencies, Number of Unsettled Loans Remaining | loan | 62,000 | ||||||||||
Loss Contingencies, Remaining Unsettled Loans | $ 10,100,000 | ||||||||||
Cash in escrow from sale of LendingTree Loans | Lending Tree Loans | Discover Bank | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Restricted cash and cash equivalents | 4,032 | $ 4,028 | |||||||||
Decrease in restricted cash | $ 12,100 | ||||||||||
Cash restricted for loan loss obligations (d) | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Decrease in restricted cash | 3,100 | ||||||||||
Cash and Cash Equivalents, Period Increase (Decrease) | $ 2,300 | ||||||||||
Investor One [Member] | Loan loss obligations | Lending Tree Loans | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Loss Contingencies, Number of Loans Sold to one investor | 10.00% | ||||||||||
Loss Contingencies, Percentage of the Original Loan Issue Balance | 12.00% | ||||||||||
Residential Funding Company [Domain] | Loan loss obligations | Lending Tree Loans | Discontinued operations | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Provision adjustments | $ 1,800 | ||||||||||
Minimum [Member] | Loan loss obligations | Lending Tree Loans | Discontinued operations | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Range of possible loss, minimum | 4,400 | ||||||||||
Maximum [Member] | Loan loss obligations | Lending Tree Loans | Discontinued operations | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Range of possible loss, minimum | $ 8,000 |
SEGMENT INFORMATION (Details)
SEGMENT INFORMATION (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2016USD ($)segment | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
SEGMENT INFORMATION | |||||||||||
Number of reportable segments | segment | 1 | ||||||||||
Revenue | $ 100,841 | $ 94,558 | $ 94,290 | $ 94,713 | $ 78,341 | $ 69,804 | $ 55,136 | $ 50,935 | $ 384,402 | $ 254,216 | $ 167,350 |
Mortgage Products [Member] | |||||||||||
SEGMENT INFORMATION | |||||||||||
Revenue | 219,991 | 165,272 | 134,137 | ||||||||
Non-mortgage Products [Member] | |||||||||||
SEGMENT INFORMATION | |||||||||||
Revenue | $ 164,411 | $ 88,944 | $ 33,213 |
QUARTERLY FINANCIAL INFORMATI80
QUARTERLY FINANCIAL INFORMATION (UNAUDITED) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Revenue | $ 100,841 | $ 94,558 | $ 94,290 | $ 94,713 | $ 78,341 | $ 69,804 | $ 55,136 | $ 50,935 | $ 384,402 | $ 254,216 | $ 167,350 |
Operating income (loss) | 13,402 | 14,150 | 12,715 | 11,845 | 8,248 | 7,773 | 6,775 | 5,718 | 52,112 | 28,514 | (969) |
Income (loss) from continuing operations | 8,021 | 7,280 | 9,002 | 6,905 | 32,081 | 7,383 | 6,439 | 5,413 | 31,208 | 51,316 | (487) |
Income (loss) from discontinued operations | (697) | (664) | (1,150) | (1,203) | (31) | (1,295) | (1,717) | (226) | (3,714) | (3,269) | 9,849 |
Net income (loss) and comprehensive income (loss) | $ 7,324 | $ 6,616 | $ 7,852 | $ 5,702 | $ 32,050 | $ 6,088 | $ 4,722 | $ 5,187 | $ 27,494 | $ 48,047 | $ 9,362 |
Basic (in dollars per share) | $ 0.68 | $ 0.62 | $ 0.76 | $ 0.58 | $ 2.69 | $ 0.65 | $ 0.57 | $ 0.48 | $ 2.64 | $ 4.46 | $ (0.04) |
Diluted (in dollars per share) | 0.63 | 0.57 | 0.71 | 0.54 | 2.47 | 0.59 | 0.52 | 0.44 | 2.44 | 4.09 | (0.04) |
Income (loss) per share from discontinued operations: | |||||||||||
Basic (in dollars per share) | (0.06) | (0.06) | (0.10) | (0.10) | 0 | (0.11) | (0.15) | (0.02) | |||
Diluted (in dollars per share) | (0.05) | (0.05) | (0.09) | (0.09) | 0 | (0.10) | (0.14) | (0.02) | |||
Income (loss) per share from continuing operations: | |||||||||||
Basic (in dollars per share) | 0.62 | 0.56 | 0.67 | 0.48 | 2.69 | 0.53 | 0.41 | 0.46 | 2.33 | 4.17 | 0.84 |
Diluted (in dollars per share) | $ 0.57 | $ 0.52 | $ 0.62 | $ 0.44 | $ 2.47 | $ 0.49 | $ 0.38 | $ 0.43 | $ 2.15 | $ 3.83 | $ 0.84 |