Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Feb. 21, 2018 | Jun. 30, 2017 | |
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 | Large Accelerated Filer | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Common Stock, Shares Outstanding | 12,243,752 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 1,231,207,786 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Statement [Abstract] | |||
Revenue | $ 617,736 | $ 384,402 | $ 254,216 |
Costs and expenses: | |||
Cost of revenue (exclusive of depreciation and amortization shown separately below) | 17,223 | 13,764 | 9,370 |
Selling and marketing expense | 432,784 | 261,100 | 172,849 |
General and administrative expense | 71,541 | 37,227 | 30,030 |
Product development | 17,925 | 13,761 | 10,485 |
Depreciation | 7,085 | 4,944 | 3,008 |
Amortization of intangibles | 12,992 | 1,243 | 149 |
Change in fair value of contingent consideration | 23,931 | 0 | 0 |
Restructuring and severance | 404 | 122 | 422 |
Litigation settlements and contingencies | 718 | 129 | (611) |
Total costs and expenses | 584,603 | 332,290 | 225,702 |
Operating income | 33,133 | 52,112 | 28,514 |
Other (expense) income, net: | |||
Interest expense, net | (7,028) | (561) | (171) |
Other (expense) income | (396) | 23 | 0 |
Income before income taxes | 25,709 | 51,574 | 28,343 |
Income tax (expense) benefit | (6,291) | (20,366) | 22,973 |
Net income from continuing operations | 19,418 | 31,208 | 51,316 |
Loss from discontinued operations, net of tax | (3,840) | (3,714) | (3,269) |
Net income | 15,578 | 27,494 | 48,047 |
Comprehensive income | $ 15,578 | $ 29,494 | $ 48,047 |
Weighted average shares outstanding: | |||
Weighted average basic common shares (in shares) | 11,945 | 11,812 | 11,516 |
Weighted average diluted common shares (in shares) | 13,682 | 12,773 | 12,541 |
Income per share from continuing operations: | |||
Basic (in dollars per share) | $ 1.63 | $ 2.64 | $ 4.46 |
Diluted (in dollars per share) | 1.42 | 2.44 | 4.09 |
Loss per share from discontinued operations: | |||
Basic (in dollars per share) | (0.32) | (0.31) | (0.28) |
Diluted (in dollars per share) | (0.28) | (0.29) | (0.26) |
Net income per share: | |||
Basic (in dollars per share) | 1.30 | 2.33 | 4.17 |
Diluted (in dollars per share) | $ 1.14 | $ 2.15 | $ 3.83 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
ASSETS: | ||
Cash and cash equivalents | $ 368,550 | $ 91,131 |
Restricted cash and cash equivalents | 4,091 | 4,089 |
Accounts receivable (net of allowance of $675 and $1,059, respectively) | 53,444 | 41,382 |
Prepaid and other current assets | 11,881 | 4,021 |
Current assets of discontinued operations | 75 | 0 |
Total current assets | 438,041 | 140,623 |
Property and equipment (net of accumulated depreciation of $13,043 and $9,739, respectively) | 36,431 | 35,462 |
Goodwill | 113,368 | 56,457 |
Intangible assets, net | 81,125 | 71,684 |
Deferred income tax assets | 20,156 | 14,610 |
Other non-current assets | 1,910 | 810 |
Non-current assets of discontinued operations | 2,428 | 3,781 |
Total assets | 693,459 | 323,427 |
LIABILITIES: | ||
Accounts payable, trade | 9,250 | 5,593 |
Accrued expenses and other current liabilities | 77,183 | 49,403 |
Current contingent consideration | 46,576 | 0 |
Current liabilities of discontinued operations (Note 17) | 14,507 | 11,711 |
Total current liabilities | 147,516 | 66,707 |
Long-term debt | 238,199 | 0 |
Non-current contingent consideration | 11,273 | 23,600 |
Other non-current liabilities | 1,597 | 1,685 |
Total liabilities | 398,585 | 91,992 |
Commitments and contingencies (Notes 12 and 13) | ||
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; 14,218,572 and 13,955,378 shares issued, respectively, and 11,979,434 and 11,791,633 shares outstanding, respectively | 142 | 140 |
Additional paid-in capital | 1,087,582 | 1,018,010 |
Accumulated deficit | (708,354) | (722,630) |
Treasury stock; 2,239,138 and 2,163,745 shares, respectively | (85,085) | (64,085) |
Noncontrolling interest (Note 6) | 589 | 0 |
Total shareholders' equity | 294,874 | 231,435 |
Total liabilities and shareholders' equity | $ 693,459 | $ 323,427 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance | $ 675 | $ 1,059 |
Accumulated depreciation | $ 13,043 | $ 9,739 |
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 | 14,218,572 | 13,955,378 |
Common stock, outstanding shares | 11,979,434 | 11,791,633 |
Treasury stock, shares | 2,239,138 | 2,163,745 |
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 | Noncontrolling Interest [Member] |
Balance at Dec. 31, 2014 | $ 96,366 | $ 129 | $ 909,751 | $ (798,171) | $ (15,343) | $ 0 | |
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) | 0 | |
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) | 0 | |
Balance (in shares) at Dec. 31, 2016 | 13,955,000 | 2,164,000 | |||||
Increase (Decrease) in Stockholders' Equity | |||||||
Net income and comprehensive income | 15,578 | $ 15,578 | |||||
Non-cash compensation | 23,361 | 23,361 | |||||
Purchase of treasury stock | $ (21,000) | $ (21,000) | |||||
Purchase of treasury stock (in shares) | 75,393 | 75,000 | |||||
Issuance of common stock for stock options, restricted stock awards and restricted stock units, net of withholding taxes | $ (1,601) | $ (2) | (1,599) | ||||
Issuance of common stock for stock options, restricted stock awards and restricted stock units, net of withholding taxes (in shares) | 263,000 | ||||||
Cumulative effect adjustment due to ASU 2016-09 | 985 | 2,287 | (1,302) | ||||
Issuance of 0.625% Convertible Senior Notes, net | 60,415 | 60,415 | |||||
Convertible note hedge | (61,500) | (61,500) | |||||
Sale of warrants | 43,410 | 43,410 | |||||
Noncontrolling interest (Note 6) | 589 | 589 | |||||
Balance at Dec. 31, 2017 | $ 294,874 | $ 142 | $ 1,087,582 | $ (708,354) | $ (85,085) | $ 589 | |
Balance (in shares) at Dec. 31, 2017 | 14,218,000 | 2,239,000 | |||||
Increase (Decrease) in Stockholders' Equity | |||||||
Interest rate | 0.625% |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Cash flows from operating activities attributable to continuing operations: | |||
Net income and comprehensive income | $ 15,578 | $ 27,494 | $ 48,047 |
Less: Loss from discontinued operations, net of tax | 3,840 | 3,714 | 3,269 |
Net income from continuing operations | 19,418 | 31,208 | 51,316 |
Adjustments to reconcile income from continuing operations to net cash provided by operating activities attributable to continuing operations: | |||
Loss on disposal of fixed assets | 840 | 640 | 748 |
Amortization of intangibles | 12,992 | 1,243 | 149 |
Depreciation | 7,085 | 4,944 | 3,008 |
Rental amortization of intangibles and depreciation | 1,474 | 0 | 0 |
Non-cash compensation expense | 23,361 | 9,647 | 8,508 |
Deferred income taxes | (6,370) | 6,367 | (29,969) |
Change in fair value of contingent consideration | 23,931 | 0 | 0 |
Bad debt expense | 195 | 515 | 337 |
Amortization of debt issuance costs | 1,032 | 245 | 47 |
Write-off of previously-capitalized debt issuance costs | 90 | 0 | 0 |
Amortization of convertible debt discount | 6,385 | 0 | 0 |
Changes in current assets and liabilities: | |||
Accounts receivable | (11,381) | (8,361) | (16,598) |
Prepaid and other current assets | (5,358) | (1,558) | (874) |
Income taxes receivable | (1,104) | 13,385 | 6,247 |
Accounts payable, accrued expenses and other current liabilities | 31,108 | 4,769 | 13,689 |
Other, net | (160) | 1,170 | 577 |
Net cash provided by operating activities attributable to continuing operations | 103,538 | 64,214 | 37,185 |
Cash flows from investing activities attributable to continuing operations: | |||
Capital expenditures | (8,040) | (31,955) | (7,237) |
Acquisition of intangible assets | (5) | (2,030) | 0 |
Acquisition of other businesses | 0 | (4,500) | (37) |
(Increase) decrease in restricted cash | (2) | 2,452 | 12,175 |
Net cash (used in) provided by investing activities attributable to continuing operations | (74,437) | (117,215) | 4,901 |
Cash flows from financing activities attributable to continuing operations: | |||
Proceeds from exercise of stock options, net of payments related to net-share settlement of stock-based compensation | $ 1,602 | (4,085) | (7,612) |
Interest rate | 0.625% | ||
Proceeds from the issuance of 0.625% Convertible Senior Notes | $ 300,000 | 0 | 0 |
Payment of convertible note hedge transactions | (61,500) | 0 | 0 |
Proceeds from the sale of warrants | 43,410 | 0 | 0 |
Proceeds from equity offering, net of offering costs | 0 | (23) | 91,484 |
Payment of debt issuance costs | (10,486) | (8) | (1,215) |
Purchase of treasury stock | (19,901) | (48,524) | (218) |
Dividends | 0 | 0 | (131) |
Net cash provided by (used in) financing activities attributable to continuing operations | 253,125 | (52,640) | 82,308 |
Total cash provided by (used in) continuing operations | 282,226 | (105,641) | 124,394 |
Discontinued operations: | |||
Net cash used in operating activities attributable to discontinued operations | (4,807) | (10,203) | (3,631) |
Total cash used in discontinued operations | (4,807) | (10,203) | (3,631) |
Net increase (decrease) in cash and cash equivalents | 277,419 | (115,844) | 120,763 |
Cash and cash equivalents at beginning of period | 91,131 | 206,975 | 86,212 |
Cash and cash equivalents at end of period | 368,550 | 91,131 | 206,975 |
Supplemental cash flow information: | |||
Interest | 1,327 | 320 | 60 |
Income tax payments | 20,359 | 3,095 | 703 |
Income tax refunds | (133) | (22) | (96) |
SnapCap [Member] | |||
Adjustments to reconcile income from continuing operations to net cash provided by operating activities attributable to continuing operations: | |||
Change in fair value of contingent consideration | 700 | ||
Cash flows from investing activities attributable to continuing operations: | |||
Payments to acquire businesses | (11,886) | 0 | 0 |
DepositAccounts [Member] | |||
Adjustments to reconcile income from continuing operations to net cash provided by operating activities attributable to continuing operations: | |||
Change in fair value of contingent consideration | 2,000 | ||
Cash flows from investing activities attributable to continuing operations: | |||
Payments to acquire businesses | (25,000) | 0 | 0 |
MagnifyMoney [Member] | |||
Cash flows from investing activities attributable to continuing operations: | |||
Payments to acquire businesses | (29,592) | ||
Acquisition of MagnifyMoney, net of cash acquired | (29,504) | 0 | 0 |
CompareCards [Member] | |||
Adjustments to reconcile income from continuing operations to net cash provided by operating activities attributable to continuing operations: | |||
Change in fair value of contingent consideration | 21,200 | ||
Cash flows from investing activities attributable to continuing operations: | |||
Payments to acquire businesses | $ 0 | $ (81,182) | $ 0 |
ORGANIZATION
ORGANIZATION | 12 Months Ended |
Dec. 31, 2017 | |
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 and lines of credit, reverse mortgage loans, auto loans, credit cards, deposit accounts, 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, deposits 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 LendingTree Loans business is 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 17 — 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, 2017 | |
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, 2017 2016 2015 Balance, beginning of the period $ 1,059 $ 606 $ 349 Charges to earnings 195 515 337 Write-off of uncollectible accounts receivable (579 ) (62 ) (80 ) Balance, end of the period $ 675 $ 1,059 $ 606 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, 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 17 —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, 2017 and 2016 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, 2017 and 2016 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, 2017 and 2016, the Company performed its review of impairment triggering events for long-lived assets and determined that a triggering event had not occurred. 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 recorded at fair value upon acquisition. These assets are remeasured 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 unobservable 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 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 customer 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 $410.8 million , $243.2 million and $159.2 million for the years ended December 31, 2017 , 2016 and 2015 , 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, 2017, 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 Accounting Standards Codification ("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. 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. On December 22, 2017, the SEC staff issued Staff Accounting Bulletin No. 118 ("SAB 118"), which provides guidance on accounting for the tax effect of the Tax Cuts and Jobs Act ("TCJA"). SAB 118 provides a measurement period that should not extend beyond one year from the TCJA enactment date for companies to complete the accounting under ASC 740. In accordance with SAB 118, a company must reflect the income tax effects of those aspects of the TCJA for which the accounting under ASC 740 is complete. To the extent that a company's accounting for certain income tax effects of the TCJA is incomplete but it is able to determine a reasonable estimate, it must record a provisional estimate in the financial statements. In accordance with SAB 118, the Company has determined that the $ 9.1 million of the deferred tax expense recorded in connection with the remeasurement of certain deferred tax assets and liabilities was a provisional amount and a reasonable estimate at December 31, 2017. Additional work is necessary for a more detailed analysis of our deferred tax assets and liabilities as well as potential correlative adjustments. Any subsequent adjustments to these amounts will be recorded to current tax expense in the quarter of 2018 when the analysis is complete. 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, stock options and stock options with performance conditions. Further, performance-based stock options with market conditions and time-vested restricted stock with a performance condition have been granted to the Company's Chairman and Chief Executive Officer. 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 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. Prior to the adoption of Accounting Standards Update ("ASU") 2016-09, the amount of non-cash compensation was reduced by estimated forfeitures, using a rate estimated at the grant date based on historical experience and revised, if necessary, in subsequent periods if the actual forfeiture rate differed from the estimated rate. Subsequent to the adoption of ASU 2016-09 in the first quarter of 2017, forfeitures are recognized when they occur. 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 without a market condition 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 performance-based awards, the fair value is measured on the grant date and recognized as non-cash compensation expense, considering the probability of the targets being achieved. Performance-based awards with a market condition are valued using a Monte Carlo simulation model. Subsequent to the Company's adoption of ASU 2016-09 in the first quarter of 2017, excess tax benefits and deficiencies that arise due to the difference in the measure of stock compensation and the amount deductible for tax purposes are prospectively recorded in income tax expense within the consolidated statement of operations and comprehensive income, and are retrospectively classified as a component of operating cash flows within the consolidated statements of cash flows. Prior to the adoption of ASU 2016-09, these excess tax benefits were recognized in the consolidated statement of shareholders' equity and reported as a component of financing cash flows. For additional information on the adoption of ASU 2016-09, please see the section titled "Recent Accounting Pronouncements" within this Note. 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; fair value of assets acquired in a business combination; 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, 2017 , 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 generally 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, 2017 , 2016 and 2015 , one marketplace lender accounted for 11% , 15% and 11% of total revenue, respectively. For the years ended December 31, 2016 and 2015, another marketplace lender accounted for revenue representing 13% and 12% 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 services, the Company's 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 May 2017, the Financial Accounting Standards Board ("FASB") issued ASU 2017-09 which clarifies when to account for a change to the terms or conditions of a share-based payment award as a modification. Under the new guidance, modification accounting is required only if the fair value, the vesting conditions or the classification of the award changes as a result of the change in terms or conditions. This ASU is effective prospectively for annual periods beginning on or after December 15, 2017, and early adoption was permitted. The Company does not expect a material impact to its consolidated financial statements as a result of adoption. In January 2017, the FASB issued ASU 2017-04 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. The Company is evaluating the impact this ASU will have on its consolidated financial statements and whether to early adopt. 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, and early adoption was permitted. The retrospective transition method, requiring adjustment to all comparative periods presented, is required. The Company expects adoption of this ASU to result in reclassifications of restricted cash inflows and outflows in the statement of cash flows. 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, and early adoption was 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 expects adoption of this ASU to impact the classification of contingent consideration payments. 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 was effective for annual and interim reporting periods beginning after December 15, 2016, and early adoption was permitted. Upon adoption, any adjustments are to be reflected as of the beginning of the fiscal year of adoption. The Company adopted this ASU during the first quarter of 2017. The new standard requires excess tax benefits and deficiencies, which arise due to the difference in the measure of stock compensation and the amount deductible for tax purposes, to be recorded in earnings in income tax expense. These excess tax benefits and deficiencies were generally previously recorded in additional paid-in capital and had no impact on net income. The standard required prospective adoption for this portion of the new guidance. During 2017, the Company recognized $ 12.9 million of excess tax benefit, including state taxes, in income tax expense in the accompanying consolidated statements of operations and comprehensive income. Additionally, the new standard requires the excess tax benefits and deficiencies to be classified as an operating activity in the accompanying consolidated statements of cash flows. These excess tax benefits and deficiencies were previously recorded as a financing activity in the statement of cash flows. The standard allowed for either prospective or retrospective adoption for the change in presentation in the statement of cash flows. The Company elected to retrospectively adopt the classification change in the statement of cash flows. Accordingly, prior periods have been adjusted to increase the cash provided by operating activities and decrease the cash provided by financing activities by $ 5.8 million and $ 4.6 million in 2016 and 2015, respectively, within the accompanying consolidated statements of cash flows. The standard also allows for an election by the Company to either estimate forfeitures, as required under previous guidance, or recognize forfeitures when they occur. The Company elected to recognize forfeitures of stock awards as they occur, with the modified retrospective transition method required. Accordingly, the Company recognized a $1.4 million cumulative-effect adjustment to retained earnings as of January 1, 2017. 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 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 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. 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 ASUs must be adopted concurrent |
RESTRICTED CASH
RESTRICTED CASH | 12 Months Ended |
Dec. 31, 2017 | |
Cash and Cash Equivalents [Abstract] | |
RESTRICTED CASH | RESTRICTED CASH Restricted cash and cash equivalents consists of the following (in thousands) : December 31, 2017 December 31, 2016 Cash in escrow from sale of LendingTree Loans (a) $ 4,034 $ 4,032 Other 57 57 Total restricted cash and cash equivalents $ 4,091 $ 4,089 (a) 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, 2017 | |
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, 2017 December 31, 2016 Land $ 5,818 $ 5,818 Building 14,984 14,679 Site improvements 950 950 Computer equipment and capitalized software 16,885 14,886 Leasehold improvements 3,257 3,048 Furniture and other equipment 1,203 826 Aircraft and automobile 2,621 1,988 Projects in progress 3,756 3,006 Total gross property and equipment 49,474 45,201 Accumulated depreciation (13,043 ) (9,739 ) Total property and equipment, net $ 36,431 $ 35,462 Unamortized capitalized software development costs, in service or under development, are $9.5 million and $9.4 million at December 31, 2017 and 2016 , respectively. Capitalized software development depreciation expense was $5.7 million , $4.3 million and $2.6 million for the years ended December 31, 2017 , 2016 and 2015 , respectively. 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, 2017 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 2018 $ 815 2019 558 2020 574 2021 188 2022 37 Thereafter 102 Total $ 2,274 Rental income of $1.6 million in 2017 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, 2017 | |
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 Acquisition of DepositAccounts 19,389 — 19,389 Acquisition of MagnifyMoney 23,784 — 23,784 Acquisition of SnapCap 13,738 — 13,738 Balance at December 31, 2017 $ 596,456 $ (483,088 ) $ 113,368 The balance of intangible assets, net is as follows (in thousands) : December 31, 2017 December 31, 2016 Intangible assets with indefinite lives $ 10,142 $ 10,142 Intangible assets with definite lives, net 70,983 61,542 Total intangible assets, net $ 81,125 $ 71,684 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, 2017 due to the acquisitions of DepositAccounts, MagnifyMoney and SnapCap, and 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. Results of the annual impairment test as of October 1, 2017 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, 2017 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 4.2 years $ 37,500 $ (8,694 ) $ 28,806 Customer lists 11.3 years 33,100 (3,239 ) 29,861 Trademarks and trade names 4.5 years 6,942 (1,992 ) 4,950 Tenant leases 3.3 years 1,362 (504 ) 858 Website content 3.0 years 7,800 (1,300 ) 6,500 Other 3.0 years 256 (248 ) 8 Balance at December 31, 2017 $ 86,960 $ (15,977 ) $ 70,983 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 trade names 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 Amortization of intangible assets with definite lives is computed on a straight-line basis and, based on balances as of December 31, 2017 , future amortization is estimated to be as follows (in thousands) : Amortization Expense Year ending December 31, 2018 $ 16,250 Year ending December 31, 2019 15,995 Year ending December 31, 2020 13,970 Year ending December 31, 2021 5,763 Year ending December 31, 2022 3,902 Thereafter 15,103 Total intangible assets with definite lives, net $ 70,983 See Note 6 —Business Acquisitions for a discussion of the DepositAccounts, MagnifyMoney, SnapCap and CompareCards acquisitions 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. |
BUSINESS ACQUISITIONS
BUSINESS ACQUISITIONS | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
BUSINESS ACQUISITIONS | BUSINESS ACQUISITIONS 2017 Acquisitions SnapCap On September 19, 2017, the Company acquired certain assets of Snap Capital LLC, which does business under the name SnapCap (“SnapCap”). SnapCap, a tech-enabled online platform, connects business owners with lenders offering small business loans, lines of credit and merchant cash advance products through a concierge-based sales approach. The Company paid $11.9 million of initial cash consideration and could make up to three additional contingent consideration payments, each ranging from zero to $3.0 million , based on certain defined operating results during the periods of October 1, 2017 through September 30, 2018, October 1, 2018 through September 30, 2019 and October 1, 2019 through March 31, 2020. These additional payments, to the extent earned, will be payable in cash. The purchase price for the acquisition is $18.2 million , comprised of the upfront cash payment of $11.9 million and $6.3 million for the estimated fair value of the contingent consideration. As of December 31, 2017, the estimated fair value of the contingent consideration totaled $7.0 million , which is included in non-current contingent consideration in the accompanying balance sheet. The estimated fair value of the contingent consideration payments is determined using an option pricing model. The estimated value of the contingent consideration 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 contingent consideration payments will be recorded in operating income in the consolidated statements of operations and comprehensive income. During 2017, the Company recorded $0.7 million of contingent consideration expense in the consolidated statement of operations and comprehensive income due to the change in estimated fair value of the contingent consideration. The acquisition has been accounted for as a business combination. During 2017, the Company completed the determination of the final allocation of purchase price to the assets acquired and liabilities assumed as follows (in thousands) : Fair Value Net working capital and other assets $ 42 Fixed assets 146 Intangible assets 4,300 Goodwill 13,738 Total purchase price $ 18,226 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 developed technology, customer relationships and trade name and trademarks. The estimated fair values of the developed technology were determined using cost savings analysis, the customer relationships were determined using the excess earnings analysis 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 $ 400 3 years Customer lists 3,300 10 years Trade name and trademarks 600 5 years Total intangible assets $ 4,300 8.7 years The Company recorded goodwill of $13.7 million , which represents the excess of the purchase price over the estimated fair value of the intangible assets acquired. The goodwill is primarily attributable to SnapCap as a going concern which represents the ability of the Company to earn a higher return on the collection of assets and business of SnapCap than if those assets were to be acquired and managed separately. The benefit of access to the workforce is an additional element of goodwill. The goodwill is recorded in the Company’s one reportable segment. For income tax purposes, the acquisition was an asset purchase and the goodwill will be tax deductible. Acquisition-related costs were $0.3 million in 2017 and are included in general and administrative expense on the consolidated statement of operations and comprehensive income. MagnifyMoney On June 20, 2017, the Company acquired the membership interests of Camino Del Avion (Delaware), LLC, which does business under the name MagnifyMoney (“MagnifyMoney”) for $29.6 million cash consideration at the closing of the transaction. Camino del Avion (Delaware), LLC was immediately merged with and into LendingTree, LLC following such acquisition. MagnifyMoney is a leading consumer-facing media property that offers editorial content, expert commentary, tools and resources to help consumers compare financial products and make informed financial decisions. The Company also has an option to acquire a foreign affiliate for an estimated fair value of $0.5 million at any time during the three years after the closing. This foreign affiliate provides technology and research support to MagnifyMoney under a services agreement. In addition, the Company issued two key employees of MagnifyMoney restricted stock unit awards for a total of 38,468 shares of Company common stock, and may issue a further restricted stock unit award for 19,234 shares to a third key employee of the foreign affiliate should he become employed by the Company following the Company’s exercise of the option to acquire the foreign affiliate. The total value of these restricted stock unit awards was $10.0 million on June 20, 2017. All of these restricted stock units will vest, if at all, on the basis of performance conditions following the acquisition. The acquisition has been accounted for as a business combination. During 2017, the Company completed the determination of the final allocation of purchase price to the assets acquired and liabilities assumed as follows (in thousands) : Fair Value Net working capital $ 921 Intangible assets 9,700 Goodwill 23,784 Deferred tax liabilities (4,176 ) Noncontrolling interest (637 ) Total purchase price $ 29,592 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 content, developed technology, customer relationships and trade name and trademarks. The estimated fair values of the content was determined using excess earnings analysis, developed technology was determined using cost savings 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 $ 200 3 years Customer lists 1,100 9 years Trade name and trademarks 600 4 years Content 7,800 3 years Total intangible assets $ 9,700 3.7 years The Company recorded goodwill of $23.8 million , which represents the excess of the purchase price over the estimated fair value of the tangible and intangible assets acquired, net of the liabilities assumed. The goodwill is primarily attributable to MagnifyMoney as a going concern which represents the ability of the Company to earn a higher return on the collection of assets and business of MagnifyMoney than if those assets were to be acquired and managed separately. The benefit of access to the workforce is an additional element of goodwill. The goodwill is recorded in the Company’s one reportable segment. For income tax purposes, the acquisition was an equity purchase and the goodwill will not be tax deductible. Acquisition-related costs were $0.4 million in 2017 and are included in general and administrative expense on the consolidated statement of operations and comprehensive income. The Company has determined that the foreign entity which provides technology and research support to MagnifyMoney under a services agreement is a variable interest entity which must be consolidated for financial reporting. The Company has recorded the assets, liabilities and non-controlling interest in this entity at their estimated fair value. DepositAccounts On June 14, 2017, the Company acquired substantially all of the assets of Deposits Online, LLC, which does business under the name DepositAccounts.com (“DepositAccounts”). DepositAccounts is a leading consumer-facing media property in the depository industry and is one of the most comprehensive sources of depository deals and analysis on the Internet, covering all major deposit product categories through editorial content, programmatic rate tables and user-generated content. The Company paid $24.0 million of initial cash consideration and could make additional contingent consideration payments of up to $9.0 million . The potential contingent consideration payments are comprised of (i) up to seven payments of $1.0 million each based on specified increases in Federal Funds interest rates during the period commencing on the closing date and ending on June 30, 2020 and (ii) a one-time performance payment of up to $2.0 million based on the net revenue of deposit products during the period of January 1, 2018 through December 31, 2018. These additional payments, to the extent earned, will be payable in cash. The purchase price for the acquisition is $29.0 million , comprised of the upfront cash payment of $24.0 million and $5.0 million for the estimated fair value of the contingent consideration at the time of closing the acquisition. In the third quarter of 2017, the Company made a payment of $1.0 million associated with a specified increase in the Federal Funds rate in June 2017. As of December 31, 2017, the estimated fair value of the contingent consideration totaled $6.0 million , of which $1.7 million is included in current contingent consideration and $4.3 million is included in non-current contingent consideration in the accompanying consolidated balance sheet. The estimated fair value of the portion of the contingent consideration payments based on increases in interest rates is determined using a scenario approach based on the interest rate forecasts of Federal Open Market Committee participants. The estimated fair value of the portion of the contingent consideration payments potentially earned based on net revenue is determined using an option pricing model. The estimated value of the contingent consideration 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 contingent consideration payments will be recorded in operating income in the consolidated statements of operations and comprehensive income. During 2017, the Company recorded $2.0 million of contingent consideration expense in the consolidated statement of operations and comprehensive income due to the change in estimated fair value of the contingent consideration. The acquisition has been accounted for as a business combination. During 2017, the Company completed the determination of the final allocation of purchase price to the assets acquired and liabilities assumed as follows (in thousands) : Fair Value Intangible assets $ 9,600 Goodwill 19,389 Total purchase price $ 28,989 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 developed technology, customer relationships and trade name and trademarks. The estimated fair values of the developed technology were 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 $ 8,600 5 years Customer lists 600 8 years Trade name and trademarks 400 4 years Total intangible assets $ 9,600 5.2 years The Company recorded goodwill of $19.4 million , which represents the excess of the purchase price over the estimated fair value of the intangible assets acquired. The goodwill is primarily attributable to DepositAccounts as a going concern which represents the ability of the Company to earn a higher return on the collection of assets and business of DepositAccounts than if those assets were to be acquired and managed separately. The benefit of access to the workforce is an additional element of goodwill. The goodwill is recorded in the Company’s one reportable segment. For income tax purposes, the acquisition was an asset purchase and the goodwill will be tax deductible. Acquisition-related costs were $0.3 million in 2017 and are included in general and administrative expense on the consolidated statement of operations and comprehensive income. 2016 Acquisitions CompareCards 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 is utilizing to grow its existing credit card business. The Company paid $80.7 million in initial cash consideration and agreed to make two earnout payments, each up 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 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 at the time of closing the acquisition. In February 2018, the Company paid $22.5 million related to the earnout payment for the period of January 1, 2017 through December 31, 2017. As of December 31, 2017, the estimated fair value of the earnout payments totaled $44.3 million , which is included in current contingent consideration in the accompanying consolidated balance sheet. 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 in the consolidated statements of operations. During 2017, the Company recorded $21.2 million of contingent consideration expense in the consolidated statement of operations and comprehensive income due to the change in estimated fair value of the earnout payments. The acquisition has been accounted for as a business combination. During 2017, the Company completed the determination of the final allocation of the purchase price with respect to the assets acquired and liabilities assumed as follows (in thousands) : Fair Value Accounts receivable $ 3,538 Intangible assets 55,400 Goodwill 52,450 Accounts payable and accrued liabilities (7,638 ) Total purchase price $ 103,750 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 developed 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 Total intangible assets $ 55,400 7.4 years 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 acquisition was an asset purchase and the goodwill will be tax deductible. Acquisition-related costs of $0.1 million and $0.4 million in 2017 and 2016, respectively, are included in general and administrative expense on the consolidated statement of operations and comprehensive income. 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 purchase was an asset acquisition for income tax purposes and the Company will deduct the recognized goodwill for income tax purposes. The acquisition of SimpleTuition was not considered significant to the accompanying consolidated financial statements. Pro forma Financial Results and Other Information The unaudited pro forma financial results for the years ended December 31, 2017 and 2016 combine the consolidated results of the Company and CompareCards, DepositAccounts, MagnifyMoney and SnapCap giving effect to the acquisitions as if the CompareCards acquisition had been completed on January 1, 2015 and as if the DepositAccounts, MagnifyMoney and SnapCap acquisitions had been completed on January 1, 2016. This unaudited pro forma financial information is presented for informational purposes only and is not indicative of future operations or results had the acquisitions been completed as of January 1, 2015 or 2016, 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 taxes on the historical results of operations of CompareCards, DepositAccounts and SnapCap. CompareCards, DepositAccounts and SnapCap did not pay taxes at the entity level as these entities were limited liability companies whose members elected for them to be taxed as a partnership. 2017 2016 (in thousands) Pro forma revenue $ 626,578 $ 461,969 Pro forma net income from continuing operations $ 19,575 $ 31,139 The unaudited pro forma net income from continuing operations in 2017 include the aggregate after tax contingent consideration expense associated with the CompareCards, DepositAccounts and SnapCap earnouts of $14.4 million . The unaudited pro forma net income from continuing operations for 2016 has been adjusted to include acquisition-related costs of $1.0 million incurred by the Company, DepositAccounts, MagnifyMoney and SnapCap that are directly attributable to the acquisitions, which will not have an ongoing impact. Accordingly, the acquisition-related costs have been eliminated from the unaudited pro forma net income from continuing operations for 2017. The Company’s consolidated results of operations include the results of the business acquisitions completed in 2017 as of the acquisition dates. In 2017, revenue of $9.2 million and net income from continuing operations of $1.5 million , which excludes any contingent consideration expense associated with the acquisitions, have been included in the Company’s consolidated results of operations. |
ACCRUED EXPENSES AND OTHER CURR
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 December 31, 2016 Accrued litigation liabilities $ 346 $ 736 Accrued advertising expense 40,727 26,976 Accrued compensation and benefits 7,679 5,626 Accrued professional fees 2,072 1,411 Customer deposits and escrows 5,564 5,041 Contribution to LendingTree Foundation 10,000 — Other 10,795 9,613 Total accrued expenses and other current liabilities $ 77,183 $ 49,403 |
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
SHAREHOLDERS' EQUITY | SHAREHOLDERS' EQUITY Basic and diluted income (loss) per share was determined based on the following share data (in thousands) : Year Ended December 31, 2017 2016 2015 Weighted average basic common shares 11,945 11,812 11,516 Effect of stock options 1,626 886 866 Effect of dilutive share awards 111 75 159 Effect of Convertible Senior Notes — — — Weighted average diluted common shares 13,682 12,773 12,541 For the year ended December 31, 2017, the weighted average shares that were anti-dilutive, and therefore excluded from the calculation of diluted income per share, included options to purchase 0.1 million shares of common stock. The 0.625% Convertible Senior Notes due June 1, 2022 and the warrants issued by the Company in the second quarter of 2017 could be converted into the Company’s common stock in the future, subject to certain contingencies. See Note 11 —Debt for additional information. Shares of the Company’s common stock associated with these instruments were excluded from the calculation of diluted income per share during 2017 as they were anti-dilutive since the conversion price of the Convertible Senior Notes and the strike price of the warrants were greater than the average market price of the Company’s common stock. 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, 2017 , 2016 and 2015 , the Company purchased 75,393 , 690,218 and 5,250 shares, respectively, of its common stock for aggregate consideration of $21.0 million , $48.5 million and $0.2 million , respectively. At December 31, 2017 , $27.7 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, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION The Company currently has two active plans, the Fifth Amended and Restated LendingTree 2008 Stock and Annual Incentive Plan (the "Equity Award Plan") and the LendingTree 2017 Inducement Grant Plan (the "Inducement 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 and the Inducement Plan, the Company is authorized to grant stock options, restricted stock, RSUs and other equity-based awards for up to 5.35 million and 0.5 million shares, respectively, of LendingTree common stock to employees, and, under the Equity Award Plan only, to non-employee consultants and directors. The Equity Award Plan and Inducement Plan each have a stated term of ten years and provide 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 and Inducement Plan do 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, 2017 2016 2015 Cost of revenue $ 175 $ 129 $ 95 Selling and marketing expense 3,973 2,722 1,597 General and administrative expense 16,874 4,699 5,120 Product development 2,339 2,097 1,558 Restructuring and severance — — 138 Total non-cash compensation $ 23,361 $ 9,647 $ 8,508 For the years ended December 31, 2017, 2016 and 2015, the Company recognized $9.5 million , $3.7 million and $3.0 million of income tax benefit related to non-cash compensation. Additionally, for the year ended December 31, 2017, the Company recognized $ 12.9 million of excess tax benefit, including state taxes, in income tax expense. See Note 2—Significant Accounting Policies—Recent Accounting Pronouncements, for additional information regarding excess tax benefits and deficiencies. 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, 2016 1,991,802 $ 21.23 Granted 112,059 207.79 Exercised (219,094 ) 31.29 Forfeited (21,028 ) 70.90 Expired — — Outstanding at December 31, 2017 1,863,739 $ 30.70 4.46 $ 577,295 Options exercisable 1,036,757 $ 11.56 2.34 $ 340,976 (a) The aggregate intrinsic value represents the total pre-tax intrinsic value (the difference between the Company's closing stock price of $340.45 on the last trading day of 2017 and the exercise price, multiplied by the number of shares covered by in-the-money options) that would have been received by the option holder had the option holder exercised these options on December 31, 2017 . The intrinsic value changes based on the market value of the Company's common stock. As of December 31, 2017 , there was approximately $12.1 million of unrecognized compensation cost related to stock options. These costs are expected to be recognized over a weighted-average period of approximately 0.6 years . 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, 2017 , 2016 and 2015 , the total intrinsic value of stock options that were exercised was $27.7 million , $0.3 million and $5.9 million , respectively. Cash received from stock option exercises and the related actual tax benefit realized were $6.9 million and $11.3 million , respectively, for the year ended December 31, 2017 . During the years ended December 31, 2017 , 2016 and 2015, the Company granted stock options with a weighted average grant date fair value per share of $105.15 , $40.05 , and $27.60 , respectively, of which the vesting periods include (a) immediately upon grant, (b) five months from the grant date, (c) one year from the grant date, (d) 50% over a period of two years from the grant date, (e) 25% and 75% over a period of 1.7 years and 2.7 years , respectively, (f) 33% over a period of three years from the grant date, (g) 25% and 75% over a period of two years and three years , respectively, (h) four years from the grant date and (i) 25% over a period of four years 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, 2017 2016 2015 Expected term (1) 5.00 - 7.00 years 5.22 - 6.38 years 5.21 - 6.23 years Expected dividend (2) — — — Expected volatility (3) 51% - 52% 48% - 53% 38% - 48% Risk-free interest rate (4) 1.74% - 2.24% 1.10% - 2.18% 1.65% - 2.01% (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, 2017 , 2016 and 2015, no dividends are expected to be paid over the contractual term of the stock options, resulting in a zero expected dividend rate. (3) The expected volatility rate is based on the historical volatility of the Company's common stock. (4) The risk-free interest rate is specific to the date of grant. The risk-free interest rate is based on U.S. Treasury yields for notes with comparable expected terms as the awards, in effect at the grant date. During the years ended December 31, 2017 , 2016 and 2015 , the total fair value of options vested was $4.1 million , $0.9 million and $0.8 million , respectively. Stock Options with Performance Conditions During 2017, the Company granted stock options with performance conditions with a weighted average grant date fair value per share of $152.45 , of which vesting periods range from 1.2 years to 2.2 years , pending the attainment of certain performance targets set at the time of grant. A summary of the changes in outstanding stock options with performance conditions 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, 2016 — $ — Granted 37,877 308.90 Exercised — — Forfeited — — Expired — — Outstanding at December 31, 2017 37,877 $ 308.90 9.95 $ 1,195 Options exercisable — $ — 0.00 $ — (a) The aggregate intrinsic value represents the total pre-tax intrinsic value (the difference between the Company's closing stock price of $340.45 on the last trading day of 2017 and the exercise price, multiplied by the number of shares covered by in-the-money options) that would have been received by the option holder had the option holder exercised these options on December 31, 2017 . The intrinsic value changes based on the market value of the Company's common stock. As of December 31, 2017 , there was approximately $2.3 million of unrecognized compensation cost related to stock options with performance conditions. These costs are expected to be recognized over a weighted-average period of approximately 1.6 years . As of December 31, 2017, the performance conditions associated with the performance-based nonqualified stock options had not been met. For purposes of determining stock-based compensation expense, the weighted average grant date fair value per share of the stock options was estimated using the Black-Scholes option pricing model, which requires the use of various key assumptions. The weighted average assumptions used are as follows: Expected term (1) 5.5 - 6.00 years Expected dividend (2) — Expected volatility (3) 51% Risk-free interest rate (4) 2.16% - 2.23% (1) The expected term of stock options granted was calculated using the 'Simplified Method', which utilizes the midpoint between the weighted average time of vesting and the end of the contractual term. This method was utilized for the stock options due to a lack of historical exercise behavior by the Company's employees. (2) For all stock options granted during the year ended December 31, 2017 , no dividends are expected to be paid over the contractual term of the stock options, resulting in a zero expected dividend rate. (3) The expected volatility rate is based on the historical volatility of the Company's common stock. (4) The risk-free interest rate is specific to the date of grant. The risk-free interest rate is based on U.S. Treasury yields for notes with comparable expected terms as the awards, in effect at the grant date. 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, 2016 152,374 $ 65.64 Granted (a) 94,783 152.45 Vested (78,631 ) 57.92 Forfeited (15,697 ) 82.99 Nonvested at December 31, 2017 152,829 $ 121.68 (a) The grant date fair value per share of the RSUs is calculated as the closing market price of LendingTree's common stock at the time of grant. As of December 31, 2017 , there was approximately $13.9 million of unrecognized compensation cost related to RSUs. These costs are expected to be recognized over a weighted-average period of approximately 1.8 years . The total fair value of RSUs that vested during the years ended December 31, 2017 , 2016 and 2015 was $11.5 million , $10.1 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, 2016 14,464 $ 25.14 Granted — — Vested (14,464 ) 25.14 Forfeited — — Nonvested at December 31, 2017 — $ — The total fair value of restricted stock that vested during the years ended December 31, 2017 , 2016 and 2015 was $2.1 million , $3.9 million and $4.1 million , respectively. Restricted Stock Units with Performance Conditions During 2017 and 2016, the Company granted RSUs with performance conditions to certain employees, of which vesting periods range from 0.33 years to 4.00 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, 2016 44,509 $ 88.28 Granted (a) 80,880 186.85 Vested (1,931 ) 96.46 Forfeited (12,253 ) 83.60 Nonvested at December 31, 2017 111,205 $ 160.34 (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. As of December 31, 2017 , there was approximately $13.5 million of unrecognized compensation cost related to RSUs with performance conditions. These costs are expected to be recognized over a weighted-average period of approximately 1.7 years . The total fair value of RSUs with performance conditions that vested during the years ended December 31, 2017 and 2016 was $0.4 million and $0.2 million , respectively. Chairman and Chief Executive Officer Grants On July 25, 2017, the Company’s Compensation Committee approved new compensation arrangements for its Chairman and Chief Executive Officer. The new compensation arrangements include the issuance of performance based equity compensation grants with a modeled total grant date value of $87.5 million of which 25% ( 119,015 shares) would be in the form of time-vested restricted stock awards with a performance condition and 75% (a maximum of 769,376 shares) would be in the form of performance-based nonqualified stock options. Stock Options with Market Conditions The performance-based nonqualified stock options have a target number of shares that vest upon achieving targeted total shareholder return performance of 110% stock price appreciation and a maximum number of shares for achieving superior performance up to 167% of the target number of shares. No shares will vest unless 70% of the targeted performance is achieved. Time-based service vesting conditions would also have to be satisfied in order for performance-vested shares to become fully vested and no longer subject to forfeiture. In connection with the new compensation arrangements, on July 26, 2017, an initial grant of performance-based nonqualified stock options with a target number of shares of 402,694 and a maximum number of shares of 672,499 were issued with an exercise price of $183.80 , the closing stock price on July 26, 2017. The fair value of the performance-based stock options will be recognized on a straight-line basis through the vest date of September 30, 2022, whether or not any of the total shareholder return targets are met. In the year ended December 31, 2017, the Company recorded $4.8 million in stock-based compensation expense related to these stock options in the consolidated statement of operations and comprehensive income. The Company's Equity Award Plan imposes a per employee upper annual grant limit of 672,500 shares. As a result, the remaining 58,010 target performance-based nonqualified stock options and potential performance-based restricted stock awards were awarded on January 2, 2018. The form of the awards consisted of 31,336 performance-based nonqualified stock options with a per share exercise price of $340.25 , and 26,674 performance-based restricted stock awards, substituting for an equal number of the performance-based options, to compensate for the increase in the exercise price of the performance-based option granted on July 26, 2017. As of December 31, 2017, the Company estimated the fair value of the remaining 58,010 target shares using a Monte Carlo simulation model and the Company's common stock price on December 31, 2017 to record mark-to-market expense associated with the commitment to issue the shares on January 2, 2018. In the year ended December 31, 2017, the Company recorded $1.0 million in stock-based compensation expense related to these stock options based on the current estimated fair value on a straight-line basis. As of December 31, 2017, performance-based nonqualified stock options of 167,742 and performance-based restricted stock awards of 10,309 had been earned, which have a vest date of September 30, 2022. A summary of changes in outstanding stock options with market conditions is as follows: Number of Options with Market Conditions Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (a) (per option) (in years) (in thousands) Outstanding at December 31, 2016 — $ — Granted (b) 402,694 183.80 Exercised — — Forfeited — — Expired — — Outstanding at December 31, 2017 402,694 183.80 9.57 $ 63,082 Options exercisable — $ — 0.00 $ — (a) The aggregate intrinsic value represents the total pre-tax intrinsic value (the difference between the Company's closing stock price of $340.45 on the last trading day of 2017 and the exercise price, multiplied by the number of shares covered by in-the-money options) that would have been received by the option holder had the option holder exercised these options on December 31, 2017. The intrinsic value changes based on the market value of the Company's common stock. (b) During 2017, the Company granted stock options with a grant date fair value per share of $142.45 , calculated using the Monte Carlo simulation model, which have a vesting date of September 30, 2022. For purposes of determining stock-based compensation expense, the grant date fair value per share of the stock options was estimated using the Monte Carlo simulation model, which requires the use of various key assumptions. The assumptions used are as follows: Expected term (1) 7.50 years Expected dividend (2) — Expected volatility (3) 50% Risk-free interest rate (4) 2.12% (1) The expected term of stock options with a market condition granted was calculated using the midpoint between the weighted average time of vesting and the end of the contractual term. (2) For all stock options with a market condition granted in 2017, no dividends are expected to be paid over the contractual term of the stock options, resulting in a zero expected dividend rate. (3) The expected volatility rate is based on the historical volatility of the Company's common stock. (4) The risk-free interest rate is specific to the date of grant. The risk-free interest rate is based on U.S. Treasury yields for notes with comparable expected terms as the awards, in effect at the grant date. As of December 31, 2017 , there was approximately $52.6 million of unrecognized compensation cost related to stock options with market conditions. These costs are expected to be recognized over a weighted-average period of approximately 4.8 years . Time-Vested Restricted Stock Awards with Performance Conditions On January 2, 2018, 119,015 restricted stock awards with time-vesting and a performance condition were granted. The terms of these awards were fixed in the approved new compensation agreements in July 2017. In 2017, the Company recorded $3.1 million in stock-based compensation to reflect the commitment to issue the shares in the consolidated statement of operations and comprehensive income. The performance condition is tied to the Company's operating results during the first six months of 2018. As of December 31, 2017, the performance condition associated with the awards had not been met. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 2016 2015 Current income tax expense: Federal $ 10,055 $ 11,519 $ 5,847 State 2,606 2,480 1,149 Current income tax expense 12,661 13,999 6,996 Deferred income tax (benefit) provision: Federal (3,805 ) 3,703 (19,676 ) State (2,565 ) 2,664 (10,293 ) Deferred income tax (benefit) provision (6,370 ) 6,367 (29,969 ) Income tax expense (benefit) $ 6,291 $ 20,366 $ (22,973 ) 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, 2017 2016 2015 Income tax expense at the federal statutory rate of 35% $ 8,998 $ 18,051 $ 9,920 State income taxes, net of effect of federal tax benefit (268 ) 4,038 1,480 Impact of Tax Cuts and Jobs Act 9,062 — — Excess Tax Deductions on Non-Cash Compensation (11,134 ) — — Change in (release of) valuation allowance 593 (416 ) (34,409 ) Research and experimentation tax credit (1,318 ) (2,574 ) — Other, net 358 1,267 36 Income tax expense (benefit) $ 6,291 $ 20,366 $ (22,973 ) During the fourth quarter of 2017, LendingTree recorded a net tax expense of $9.1 million related to the enactment of the TCJA. The expense is primarily related to the remeasurement of LendingTree’s deferred tax assets and liabilities considering the TCJA’s newly enacted tax rates and certain other impacts. The determination of valuation of the deferred tax assets and liabilities related to the TCJA is provisional and is subject to adjustment during a measurement period of up to one year following the December 2017 enactment of the TCJA, as provided by recent SEC guidance. 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, 2017 2016 Deferred tax assets: Provision for accrued expenses $ 4,368 $ 8,056 Net operating loss carryforwards (a) 6,296 8,548 Non-cash compensation expense 8,929 5,699 Goodwill — 1,825 Contingent liabilities 6,666 — Other 2,138 139 Total gross deferred tax assets 28,397 24,267 Less: valuation allowance (b) (2,694 ) (2,101 ) Total deferred tax assets, net of the valuation allowance 25,703 22,166 Deferred tax liabilities: Intangible and other assets (1,960 ) (2,704 ) Other (1,160 ) (1,071 ) Total gross deferred tax liabilities (3,120 ) (3,775 ) Net deferred taxes $ 22,583 $ 18,391 (a) At December 31, 2017 , the Company had pre-tax consolidated federal net operating losses ("NOLs") of $5.8 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 $190.4 million at December 31, 2017 that will expire at various times between 2018 and 2038. (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, 2017 2016 Deferred income tax assets $ 20,156 $ 14,610 Non-current assets of discontinued operations 2,427 3,781 Net deferred taxes $ 22,583 $ 18,391 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 previous 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, 2017 and 2016, the Company recorded a partial valuation allowance of $2.7 million and $2.1 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, 2017 2016 2015 Balance, beginning of the period $ 2,101 $ 2,341 $ 40,121 Charges to earnings (a) 593 (240 ) (37,780 ) Balance, end of the period $ 2,694 $ 2,101 $ 2,341 (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. 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, 2017 2016 Balance, beginning of the period $ 550 $ 19 Additions based on tax positions of the current year 198 550 Lapse of statute of limitations — (19 ) Balance, end of the period $ 748 $ 550 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, 2017 and 2016 was immaterial. As of December 31, 2017 , the accrual for unrecognized tax benefits, including interest, was $0.7 million , which would benefit the effective tax rate if recognized. 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. 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, 2017, the Company is subject to a federal income tax examination for the tax years 2013 through 2016. In addition, the Company is subject to state and local tax examinations for the tax years 2013 through 2016. |
DEBT DEBT
DEBT DEBT | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Long-term Debt [Text Block] | DEBT Convertible Senior Notes On May 31, 2017, the Company issued $300.0 million aggregate principal amount of its 0.625% Convertible Senior Notes due June 1, 2022 (the “Notes”) in a private placement. The Notes bear interest at a rate of 0.625% per year, payable semi-annually on June 1 and December 1 of each year, beginning on December 1, 2017. The Notes will mature on June 1, 2022, unless earlier repurchased or converted. The initial conversion rate of the Notes is 4.8163 shares of Common Stock per $1,000 principal amount of Notes (which is equivalent to an initial conversion price of approximately $207.63 per share). The conversion rate will be subject to adjustment upon the occurrence of certain specified events but will not be adjusted for accrued and unpaid interest. In addition, upon the occurrence of a fundamental change prior to the maturity of the Notes, the Company will, in certain circumstances, increase the conversion rate by a specified number of additional shares for a holder that elects to convert the Notes in connection with such fundamental change. Upon conversion, the Notes will settle for cash, shares of the Company’s stock, or a combination thereof, at the Company’s option. It is the intent of the Company to settle the principal amount of the Notes in cash and any conversion premium in shares of its common stock. The Notes are the Company’s senior unsecured obligations and will rank senior in right of payment to any of the Company’s indebtedness that is expressly subordinated in right of payment to the Notes; equal in right of payment to any of the Company’s unsecured indebtedness that is not so subordinated; effectively junior in right of payment to any of the Company’s secured indebtedness, including borrowings under the senior secured Revolving Credit Facility, described below, to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities (including trade payables) of the Company’s subsidiaries. Prior to the close of business on the business day immediately preceding February 1, 2022, the Notes will be convertible at the option of the holders thereof only under the following circumstances: • during any calendar quarter commencing after the calendar quarter ending on September 30, 2017 (and only during such calendar quarter), if the last reported sale price of the common stock for at least 20 trading days (whether or not consecutive) during the 30 consecutive trading day period ending on, and including the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; • during the five business day period after any five consecutive trading day period in which, for each trading day of that period, the trading price (as defined in the Notes) per $1,000 principal amount of Notes for such trading day was less than 98% of the product of the last reported sale price of the Common Stock and the conversion rate on each such trading day; or • upon the occurrence of specified corporate events including but not limited to a fundamental change. Holders of the Notes became entitled to convert the Notes on January 1, 2018, and will continue to have such right until March 31, 2018, based on the last reported sales price of our common stock, for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on December 31, 2017, being greater than or equal to 130% of the conversion price of the Notes on each applicable trading day. On or after February 1, 2022, until the close of business on the second scheduled trading day immediately preceding the maturity date of the Notes, holders of the Notes may convert all or a portion of their Notes regardless of the foregoing conditions. The Company may not redeem the Notes prior to the maturity date and no sinking fund is provided for the Notes. Upon the occurrence of a fundamental change prior to the maturity date of the Notes, holders of the Notes may require the Company to repurchase all or a portion of the Notes for cash at a price equal to 100% of the principal amount of the Notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date. If the market price per share of the Common Stock, as measured under the terms of the Notes, exceeds the conversion price of the Notes, the Notes could have a dilutive effect, unless the Company elects, subject to certain conditions, to settle the principal amount of the Notes and any conversion premium in cash. The initial measurement of convertible debt instruments that may be settled in cash are separated into a debt and equity component whereby the debt component is based on the fair value of a similar instrument that does not contain an equity conversion option. The separate components of debt and equity of the Company’s Notes were determined using an interest rate of 5.36% , which reflects the nonconvertible debt borrowing rate of the Company at the date of issuance. As a result, the initial components of debt and equity were $238.4 million and $61.6 million , respectively. During 2017, the Company recorded interest expense on the Notes of $8.2 million which consisted of $1.1 million associated with the 0.625% coupon rate, $6.4 million associated with the accretion of the debt discount, and $0.7 million associated with the amortization of the debt issuance costs. The debt discount will be amortized over the term of the debt. Financing costs related to the issuance of the Notes were approximately $9.3 million of which $7.4 million were allocated to the liability component and are being amortized to interest expense over the term of the debt and $1.9 million were allocated to the equity component. As of December 31, 2017, the fair value of the Notes is estimated to be approximately $522.6 million using the Level 1 observable input of the last quoted market price on December 29, 2017. A summary of the gross carrying amount, unamortized debt cost, debt issuance costs and net carrying value of the liability component of the Notes are as follows (in thousands) : December 31, December 31, Gross carrying amount $ 300,000 $ — Unamortized debt discount 55,202 — Debt issuance costs 6,599 — Net carrying amount $ 238,199 $ — Convertible Note Hedge and Warrant Transactions On May 31, 2017, in connection with the issuance of the Notes, the Company entered into Convertible Note Hedge (the “Hedge”) and Warrant transactions with respect to the Company’s common stock. The Company used approximately $18.1 million of the net proceeds from the Notes to pay for the cost of the Hedge, after such cost was partially offset by the proceeds from the Warrant transactions. On May 31, 2017, the Company paid $61.5 million to the counterparties for the Hedge transactions. The Hedge transactions cover approximately 1.4 million shares of the Company’s common stock, the same number of shares initially underlying the Notes, and are exercisable upon any conversion of the Notes. The Hedge Transactions are expected generally to reduce the potential dilution to the Common Stock upon conversion of the Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of the converted Notes, as the case may be, in the event that the market price per share of Common Stock, as measured under the terms of the Hedge transactions, is greater than the strike price of the Hedge transactions, which initially corresponds to the initial conversion price of the Notes, or approximately $207.63 per share of Common Stock. The Hedge transactions will expire upon the maturity of the Notes. On May 31, 2017, the Company sold to the counterparties, warrants (the "Warrants") to acquire 1.4 million shares of Common Stock at an initial strike price of $266.39 per share, which represents a premium of 70% over the reported sale price of the Common Stock of $156.70 on May 24, 2017. On May 31, 2017, the Company received aggregate proceeds of approximately $43.4 million from the sale of the Warrants. If the market price per share of the Common Stock, as measured under the terms of the Warrants, exceeds the strike price of the Warrants, the Warrants could have a dilutive effect, unless the Company elects, subject to certain conditions, to settle the Warrants in cash. The Hedge and Warrant transactions are indexed to, and potentially settled in, the Company's common stock and the net cost of $18.1 million has been recorded as a reduction to additional paid-in capital in the consolidated statement of shareholders’ equity. Senior Secured Revolving Credit Facility On November 21, 2017, the Company's wholly-owned subsidiary, LendingTree, LLC, entered into an amended and restated $250.0 million five -year senior secured revolving credit facility which matures on November 21, 2022 (the “Revolving Credit Facility”). The Revolving Credit Facility replaced the Company's previous $125.0 million revolving credit facility. Borrowings under 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, 2017 , 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 by an additional $100.0 million , or a greater amount provided that a total consolidated senior secured debt to EBITDA ratio does not exceed 2.50 to 1.00. 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 0.25% to 1.0% based on a total consolidated debt to EBITDA ratio; or • a LIBO rate generally defined as the sum of (i) the rate for Eurodollar deposits in the applicable currency and (ii) an applicable percentage of 1.25% to 2.0% based on a total consolidated debt to EBITDA ratio. 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 a restrictive financial covenant, which initially limits the total consolidated debt to EBITDA ratio to 4.5 , with step downs to 4.0 over time, except that this may increase by 0.5 for the four fiscal quarters following a material acquisition. 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, 2017. The Revolving Credit Facility requires LendingTree, LLC to pledge as collateral, subject to certain customary exclusions, substantially all of its assets, including 100% of its equity in all of its domestic subsidiaries and 66% of the voting equity, and 100% of the non-voting equity, in all of its material foreign subsidiaries (of which there are currently none). The obligations under this facility are unconditionally guaranteed on a senior basis by LendingTree, Inc. and material domestic subsidiaries of LendingTree, LLC, which guaranties are secured by a pledge as collateral, subject to certain customary exclusions, of 100% of each such guarantor's assets, including 100% of each such guarantor’s equity in all of its domestic subsidiaries and 66% of the voting equity, and 100% of the non-voting equity, in all of its material foreign subsidiaries (of which there are currently none). 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 0.45% per annum based on a total consolidated debt to 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 1.25% to 2.0% based on a total consolidated debt to EBITDA ratio. The letter of credit fronting fee is 0.125% per annum on the face amount of each letter of credit. The Company recognized $0.1 million in additional interest expense in the fourth quarter of 2017 due to the write-off of certain unamortized debt issuance costs associated with the original revolving credit facility entered into on October 22, 2015. In addition to the remaining unamortized debt issuance costs associated with the original revolving credit facility, debt issuance costs of $1.4 million related to the Revolving Credit Facility are being amortized to interest expense over the life of the Revolving Credit Facility of five years , and are included in prepaid and other current assets and other non-current assets in the Company's consolidated balance sheet. |
COMMITMENTS
COMMITMENTS | 12 Months Ended |
Dec. 31, 2017 | |
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; Burlingame, California; Charleston, South Carolina; New York City, New York; and Northbrook, Illinois. Future minimum payments as of December 31, 2017 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 2018 $ 1,754 2019 1,811 2020 1,389 2021 63 2022 59 Total $ 5,076 Rental expense for all operating leases, except those with terms of a month or less that were not renewed, charged to continuing operations was $2.0 million , $1.6 million and $1.2 million , for each of the years ended December 31, 2017 , 2016 and 2015 , 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) $ 4,393 $ 4,368 $ 25 $ — $ — Litigation bonds (b) 140 140 — — — Total $ 4,533 $ 4,508 $ 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. Other Commitments The Company has certain other commitments through 2020, where the commitments for these contracts range from $2.8 million to $4.3 million each year throughout the life of the contract. |
CONTINGENCIES
CONTINGENCIES | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 and 2016 , the Company had a litigation settlement accrual of $0.3 million and $0.7 million , respectively, in continuing operations and $4.0 million and $4.0 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. In June 2017, the Federal District Court vacated the invalidity judgment arising from the March 2014 jury verdict. As a result, certain claims of the Company's two issued patents remain valid. The case is now closed and the Company expects no further significant events regarding this litigation. 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 requested money 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 temporarily ordered, pending trial, that LendingTree cease any utilization of confidential and trade secret information of plaintiff and cease marketing credit card products via certain third party content marketing platforms. However, LendingTree continued to believe that the plaintiff's allegations lacked merit and vigorously defended the case. In July 2016, LendingTree filed a notice of interlocutory appeal to the North Carolina Supreme Court with respect to the preliminary injunction, but the interlocutory appeal was dismissed in December 2016. In February 2017, LendingTree filed a motion for partial summary judgment. In June 2017, the court granted LendingTree's motion for partial summary judgment, restricting the duration of any injunction and ruling that the plaintiff is not entitled to recover compensatory damages on any of its claims. On September 14, 2017, LendingTree and the plaintiff finalized a settlement agreement pursuant to which (i) LendingTree defrayed a portion of plaintiff’s litigation costs, and (ii) the parties agreed that the injunction would be of no further effect as of January 3, 2018. The Court’s order approving the settlement was a final judgment and this matter is now closed. 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. Plaintiff is seeking damages of $61.0 million in this action; 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, 2017. Lehman Brothers Holdings, Inc. Lehman Brothers Holdings Inc. v. 1 st Advantage Mortgage, LLC et al., Case No. 08-13555 (SCC), Adversary Proceeding No. 16-01342 (SCC) (Bankr. S.D.N.Y.). In February 2016, Lehman Brothers Holdings Inc. (“LBHI”) filed an Adversary Complaint against 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. On March 31, 2017, HLC filed an omnibus motion to dismiss with other defendants. 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 alleges 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, 2017 . |
FAIR VALUE MEASUREMENT
FAIR VALUE MEASUREMENT | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENT | FAIR VALUE MEASUREMENTS Other than the Notes and the Warrants, the carrying amounts of the Company's financial instruments are equal to fair value at December 31, 2017. See Note 11 —Debt for additional information on the Notes and the Warrants. 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 years ended December 31, 2017 and 2016 are as follows (in thousands) : Contingent Consideration Balance at December 31, 2015 $ — 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 Transfers into Level 3 — Transfers out of Level 3 — Total net (gains) losses included in earnings (realized and unrealized) 23,931 Purchases, sales and settlements: Additions 11,318 Payments (1,000 ) Balance at December 31, 2017 $ 57,349 The contingent consideration liability at December 31, 2017 is the estimated fair value of the earnout payments of the CompareCards, DepositAccounts and SnapCap acquisitions. The contingent consideration liability at December 31, 2016 was the estimated fair value of the earnout payments of the CompareCards acquisition. The Company will make earnout payments ranging from $22.5 million to $45.0 million based on the achievement of certain defined earnings targets for CompareCards, payments ranging from $1.0 million to $8.0 million based on the achievement of defined milestone and performance targets for DepositAccounts, and payments ranging from zero to $9.0 million based on the achievement of certain defined earnings targets for SnapCap. See Note 6 —Business Acquisitions for additional information on the contingent consideration for each of these respective acquisitions. The significant unobservable inputs used to calculate the fair value of the contingent consideration are estimated future cash flows for the acquisitions, estimated date and likelihood of an increase in interest rates 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 considerations. 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 in the consolidated statements of operations and comprehensive income. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2017 | |
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 2017, 2016 and 2015, the Company recognized $1.2 million , $1.3 million and $0.7 million , respectively, of expenses for this marketing partner through the normal course of business. In the fourth quarter of 2017, the Company's Board of Directors approved a $10.0 million contribution to fund the newly formed LendingTree Foundation. Officers of the Company serve as officers of the LendingTree Foundation. The contribution is recorded in general and administrative expense on the consolidated statement of operations and comprehensive income. |
BENEFIT PLANS
BENEFIT PLANS | 12 Months Ended |
Dec. 31, 2017 | |
Defined Contribution Plan [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 for 2015 through 2017 ). 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 $0.9 million , $0.7 million and $0.5 million for the years ended December 31, 2017 , 2016 and 2015 , respectively. |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 12 Months Ended |
Dec. 31, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | DISCONTINUED OPERATIONS The revenue and net loss reported as discontinued operations in the accompanying consolidated statements of operations and comprehensive income are as follows (in thousands) : Year Ended December 31, 2017 2016 2015 Revenue $ (750 ) $ 1,325 $ 6 Loss before income taxes $ (5,909 ) $ (5,728 ) $ (5,047 ) Income tax benefit 2,069 2,014 1,778 Net loss $ (3,840 ) $ (3,714 ) $ (3,269 ) In 2017, 2016 and 2015, loss from discontinued operations was primarily due to litigation settlements and contingencies and legal fees associated with ongoing legal proceedings. 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, 2017, $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. The escrowed amount is recorded as restricted cash at December 31, 2017. 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. 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, 2017: 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. 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, the Company's own settlement experience, 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 $4.3 million to $7.8 million at December 31, 2017 . The reserve balance recorded as of December 31, 2017 was $7.6 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, 2017 2016 2015 Loan loss reserve, beginning of period $ 6,804 $ 8,127 $ 8,750 Provision adjustments (a) 750 (1,323 ) — Charge-offs to reserves — — (623 ) Loan loss reserve, end of period $ 7,554 $ 6,804 $ 8,127 (a) 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, 2017 and 2016 . |
SEGMENT INFORMATION
SEGMENT INFORMATION | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 2016 2015 Mortgage products $ 275,910 $ 219,991 $ 165,272 Non-mortgage products 341,826 164,411 88,944 Total revenue $ 617,736 $ 384,402 $ 254,216 |
QUARTERLY FINANCIAL INFORMATION
QUARTERLY FINANCIAL INFORMATION | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 and 2016: Q1 Q2 Q3 Q4 (in thousands, except per share amounts) 2017 Revenue $ 132,515 $ 152,773 $ 171,494 $ 160,954 Operating income (expense) (1) 6,884 8,969 17,455 (175 ) Income (loss) from continuing operations (1) (2) 7,798 8,007 10,131 (6,518 ) Loss from discontinued operations (932 ) (689 ) (1,011 ) (1,208 ) Net income (loss) and comprehensive income (loss) $ 6,866 $ 7,318 $ 9,120 $ (7,726 ) Income (loss) per share from continuing operations: Basic $ 0.66 $ 0.67 $ 0.84 $ (0.54 ) Diluted $ 0.58 $ 0.59 $ 0.74 $ (0.54 ) Loss per share from discontinued operations: Basic $ (0.08 ) $ (0.06 ) $ (0.08 ) $ (0.10 ) Diluted $ (0.07 ) $ (0.05 ) $ (0.07 ) $ (0.10 ) Net income (loss) per share: Basic $ 0.58 $ 0.61 $ 0.76 $ (0.64 ) Diluted $ 0.51 $ 0.54 $ 0.66 $ (0.64 ) (1) In the fourth quarter of 2017, the Company's Board of Directors approved a $10.0 million contribution to fund the newly formed LendingTree Foundation. The contribution is recorded in general and administrative expense on the consolidated statement of operations and comprehensive income. (2) During the fourth quarter of 2017, the Company recorded a net tax expense of $9.1 million related to the enactment of the TCJA. See Note 10 —Income Taxes for additional information. 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 |
SIGNIFICANT ACCOUNTING POLICI26
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
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, 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 17 —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. For the October 1, 2017 and 2016 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, 2017 and 2016 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 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, 2017 and 2016, the Company performed its review of impairment triggering events for long-lived assets and determined that a triggering event had not occurred. |
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 recorded at fair value upon acquisition. These assets are remeasured 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 unobservable 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 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 customer 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, 2017, 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 Accounting Standards Codification ("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. 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. On December 22, 2017, the SEC staff issued Staff Accounting Bulletin No. 118 ("SAB 118"), which provides guidance on accounting for the tax effect of the Tax Cuts and Jobs Act ("TCJA"). SAB 118 provides a measurement period that should not extend beyond one year from the TCJA enactment date for companies to complete the accounting under ASC 740. In accordance with SAB 118, a company must reflect the income tax effects of those aspects of the TCJA for which the accounting under ASC 740 is complete. To the extent that a company's accounting for certain income tax effects of the TCJA is incomplete but it is able to determine a reasonable estimate, it must record a provisional estimate in the financial statements. In accordance with SAB 118, the Company has determined that the $ 9.1 million of the deferred tax expense recorded in connection with the remeasurement of certain deferred tax assets and liabilities was a provisional amount and a reasonable estimate at December 31, 2017. Additional work is necessary for a more detailed analysis of our deferred tax assets and liabilities as well as potential correlative adjustments. Any subsequent adjustments to these amounts will be recorded to current tax expense in the quarter of 2018 when the analysis is complete. |
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, stock options and stock options with performance conditions. Further, performance-based stock options with market conditions and time-vested restricted stock with a performance condition have been granted to the Company's Chairman and Chief Executive Officer. 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 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. Prior to the adoption of Accounting Standards Update ("ASU") 2016-09, the amount of non-cash compensation was reduced by estimated forfeitures, using a rate estimated at the grant date based on historical experience and revised, if necessary, in subsequent periods if the actual forfeiture rate differed from the estimated rate. Subsequent to the adoption of ASU 2016-09 in the first quarter of 2017, forfeitures are recognized when they occur. 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 without a market condition 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 performance-based awards, the fair value is measured on the grant date and recognized as non-cash compensation expense, considering the probability of the targets being achieved. Performance-based awards with a market condition are valued using a Monte Carlo simulation model. Subsequent to the Company's adoption of ASU 2016-09 in the first quarter of 2017, excess tax benefits and deficiencies that arise due to the difference in the measure of stock compensation and the amount deductible for tax purposes are prospectively recorded in income tax expense within the consolidated statement of operations and comprehensive income, and are retrospectively classified as a component of operating cash flows within the consolidated statements of cash flows. Prior to the adoption of ASU 2016-09, these excess tax benefits were recognized in the consolidated statement of shareholders' equity and reported as a component of financing cash flows. For additional information on the adoption of ASU 2016-09, please see the section titled "Recent Accounting Pronouncements" within this Note. |
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; fair value of assets acquired in a business combination; 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, 2017 , 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 generally 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, 2017 , 2016 and 2015 , one marketplace lender accounted for 11% , 15% and 11% of total revenue, respectively. For the years ended December 31, 2016 and 2015, another marketplace lender accounted for revenue representing 13% and 12% 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 services, the Company's 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 May 2017, the Financial Accounting Standards Board ("FASB") issued ASU 2017-09 which clarifies when to account for a change to the terms or conditions of a share-based payment award as a modification. Under the new guidance, modification accounting is required only if the fair value, the vesting conditions or the classification of the award changes as a result of the change in terms or conditions. This ASU is effective prospectively for annual periods beginning on or after December 15, 2017, and early adoption was permitted. The Company does not expect a material impact to its consolidated financial statements as a result of adoption. In January 2017, the FASB issued ASU 2017-04 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. The Company is evaluating the impact this ASU will have on its consolidated financial statements and whether to early adopt. 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, and early adoption was permitted. The retrospective transition method, requiring adjustment to all comparative periods presented, is required. The Company expects adoption of this ASU to result in reclassifications of restricted cash inflows and outflows in the statement of cash flows. 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, and early adoption was 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 expects adoption of this ASU to impact the classification of contingent consideration payments. 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 was effective for annual and interim reporting periods beginning after December 15, 2016, and early adoption was permitted. Upon adoption, any adjustments are to be reflected as of the beginning of the fiscal year of adoption. The Company adopted this ASU during the first quarter of 2017. The new standard requires excess tax benefits and deficiencies, which arise due to the difference in the measure of stock compensation and the amount deductible for tax purposes, to be recorded in earnings in income tax expense. These excess tax benefits and deficiencies were generally previously recorded in additional paid-in capital and had no impact on net income. The standard required prospective adoption for this portion of the new guidance. During 2017, the Company recognized $ 12.9 million of excess tax benefit, including state taxes, in income tax expense in the accompanying consolidated statements of operations and comprehensive income. Additionally, the new standard requires the excess tax benefits and deficiencies to be classified as an operating activity in the accompanying consolidated statements of cash flows. These excess tax benefits and deficiencies were previously recorded as a financing activity in the statement of cash flows. The standard allowed for either prospective or retrospective adoption for the change in presentation in the statement of cash flows. The Company elected to retrospectively adopt the classification change in the statement of cash flows. Accordingly, prior periods have been adjusted to increase the cash provided by operating activities and decrease the cash provided by financing activities by $ 5.8 million and $ 4.6 million in 2016 and 2015, respectively, within the accompanying consolidated statements of cash flows. The standard also allows for an election by the Company to either estimate forfeitures, as required under previous guidance, or recognize forfeitures when they occur. The Company elected to recognize forfeitures of stock awards as they occur, with the modified retrospective transition method required. Accordingly, the Company recognized a $1.4 million cumulative-effect adjustment to retained earnings as of January 1, 2017. 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 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 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. 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 ASUs must be adopted concurrently with the adoption of ASU 2014-09. The Company will adopt the ASUs as of January 1, 2018 and apply the modified retrospective transition approach. Under this approach, revenue for 2016 and 2017 will be reported in the consolidated statements of operations and comprehensive income under ASC 605 and revenue for 2018 will be reported in the consolidated statements of operations and comprehensive income applying the new ASUs. Additionally, the Company will disclose revenue for 2018 periods under ASC 605 in the footnotes to the financial statements. Under the new ASUs, the timing of recognizing revenue for closing fees and approval fees will be accelerated to the point when a loan request or a credit card consumer is delivered to the customer as opposed to when the consumer loan is closed by the lender or credit card approval is made by the issuer and communicated to the Company. The Company does not expect the adoption of the ASUs to have a material effect on annual revenue, net income from continuing operations or financial position. |
SIGNIFICANT ACCOUNTING POLICI27
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
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, 2017 2016 2015 Balance, beginning of the period $ 1,059 $ 606 $ 349 Charges to earnings 195 515 337 Write-off of uncollectible accounts receivable (579 ) (62 ) (80 ) Balance, end of the period $ 675 $ 1,059 $ 606 |
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, 2017 | |
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, 2017 December 31, 2016 Cash in escrow from sale of LendingTree Loans (a) $ 4,034 $ 4,032 Other 57 57 Total restricted cash and cash equivalents $ 4,091 $ 4,089 (a) 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, 2017 | |
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, 2017 December 31, 2016 Land $ 5,818 $ 5,818 Building 14,984 14,679 Site improvements 950 950 Computer equipment and capitalized software 16,885 14,886 Leasehold improvements 3,257 3,048 Furniture and other equipment 1,203 826 Aircraft and automobile 2,621 1,988 Projects in progress 3,756 3,006 Total gross property and equipment 49,474 45,201 Accumulated depreciation (13,043 ) (9,739 ) Total property and equipment, net $ 36,431 $ 35,462 |
Schedule of asset acquisition | 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 |
Schedule of future rental income | Future rental income from the building tenants as of December 31, 2017 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 2018 $ 815 2019 558 2020 574 2021 188 2022 37 Thereafter 102 Total $ 2,274 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill rollforward | 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 Acquisition of DepositAccounts 19,389 — 19,389 Acquisition of MagnifyMoney 23,784 — 23,784 Acquisition of SnapCap 13,738 — 13,738 Balance at December 31, 2017 $ 596,456 $ (483,088 ) $ 113,368 |
Schedule of balance of intangible assets, net | The balance of intangible assets, net is as follows (in thousands) : December 31, 2017 December 31, 2016 Intangible assets with indefinite lives $ 10,142 $ 10,142 Intangible assets with definite lives, net 70,983 61,542 Total intangible assets, net $ 81,125 $ 71,684 |
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 4.2 years $ 37,500 $ (8,694 ) $ 28,806 Customer lists 11.3 years 33,100 (3,239 ) 29,861 Trademarks and trade names 4.5 years 6,942 (1,992 ) 4,950 Tenant leases 3.3 years 1,362 (504 ) 858 Website content 3.0 years 7,800 (1,300 ) 6,500 Other 3.0 years 256 (248 ) 8 Balance at December 31, 2017 $ 86,960 $ (15,977 ) $ 70,983 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 trade names 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 |
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, 2017 , future amortization is estimated to be as follows (in thousands) : Amortization Expense Year ending December 31, 2018 $ 16,250 Year ending December 31, 2019 15,995 Year ending December 31, 2020 13,970 Year ending December 31, 2021 5,763 Year ending December 31, 2022 3,902 Thereafter 15,103 Total intangible assets with definite lives, net $ 70,983 |
BUSINESS ACQUISITIONS (Tables)
BUSINESS ACQUISITIONS (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Schedule of assets acquired and liabilities assumed in a business acquisition | During 2017, the Company completed the determination of the final allocation of purchase price to the assets acquired and liabilities assumed as follows (in thousands) : Fair Value Intangible assets $ 9,600 Goodwill 19,389 Total purchase price $ 28,989 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 During 2017, the Company completed the determination of the final allocation of purchase price to the assets acquired and liabilities assumed as follows (in thousands) : Fair Value Net working capital $ 921 Intangible assets 9,700 Goodwill 23,784 Deferred tax liabilities (4,176 ) Noncontrolling interest (637 ) Total purchase price $ 29,592 During 2017, the Company completed the determination of the final allocation of purchase price to the assets acquired and liabilities assumed as follows (in thousands) : Fair Value Net working capital and other assets $ 42 Fixed assets 146 Intangible assets 4,300 Goodwill 13,738 Total purchase price $ 18,226 During 2017, the Company completed the determination of the final allocation of the purchase price with respect to the assets acquired and liabilities assumed as follows (in thousands) : Fair Value Accounts receivable $ 3,538 Intangible assets 55,400 Goodwill 52,450 Accounts payable and accrued liabilities (7,638 ) Total purchase price $ 103,750 |
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 $ 200 3 years Customer lists 1,100 9 years Trade name and trademarks 600 4 years Content 7,800 3 years Total intangible assets $ 9,700 3.7 years The fair value of the intangible assets with definite lives are as follows (dollars in thousands) : Fair Value Weighted Average Amortization Life Technology $ 400 3 years Customer lists 3,300 10 years Trade name and trademarks 600 5 years Total intangible assets $ 4,300 8.7 years 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 Total intangible assets $ 55,400 7.4 years The fair value of the intangible assets with definite lives are as follows (dollars in thousands) : Fair Value Weighted Average Amortization Life Technology $ 8,600 5 years Customer lists 600 8 years Trade name and trademarks 400 4 years Total intangible assets $ 9,600 5.2 years |
Unaudited pro forma revenue and net income from continuing operations of business acquisition | 2017 2016 (in thousands) Pro forma revenue $ 626,578 $ 461,969 Pro forma net income from continuing operations $ 19,575 $ 31,139 |
ACCRUED EXPENSES AND OTHER CU32
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 December 31, 2016 Accrued litigation liabilities $ 346 $ 736 Accrued advertising expense 40,727 26,976 Accrued compensation and benefits 7,679 5,626 Accrued professional fees 2,072 1,411 Customer deposits and escrows 5,564 5,041 Contribution to LendingTree Foundation 10,000 — Other 10,795 9,613 Total accrued expenses and other current liabilities $ 77,183 $ 49,403 |
SHAREHOLDERS' EQUITY (Tables)
SHAREHOLDERS' EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 2016 2015 Weighted average basic common shares 11,945 11,812 11,516 Effect of stock options 1,626 886 866 Effect of dilutive share awards 111 75 159 Effect of Convertible Senior Notes — — — Weighted average diluted common shares 13,682 12,773 12,541 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 2016 2015 Cost of revenue $ 175 $ 129 $ 95 Selling and marketing expense 3,973 2,722 1,597 General and administrative expense 16,874 4,699 5,120 Product development 2,339 2,097 1,558 Restructuring and severance — — 138 Total non-cash compensation $ 23,361 $ 9,647 $ 8,508 |
Summary of changes in outstanding stock options | A summary of the changes in outstanding stock options with performance conditions 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, 2016 — $ — Granted 37,877 308.90 Exercised — — Forfeited — — Expired — — Outstanding at December 31, 2017 37,877 $ 308.90 9.95 $ 1,195 Options exercisable — $ — 0.00 $ — (a) The aggregate intrinsic value represents the total pre-tax intrinsic value (the difference between the Company's closing stock price of $340.45 on the last trading day of 2017 and the exercise price, multiplied by the number of shares covered by in-the-money options) that would have been received by the option holder had the option holder exercised these options on December 31, 2017 . The intrinsic value changes based on the market value of the Company's common stock. 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, 2016 1,991,802 $ 21.23 Granted 112,059 207.79 Exercised (219,094 ) 31.29 Forfeited (21,028 ) 70.90 Expired — — Outstanding at December 31, 2017 1,863,739 $ 30.70 4.46 $ 577,295 Options exercisable 1,036,757 $ 11.56 2.34 $ 340,976 (a) The aggregate intrinsic value represents the total pre-tax intrinsic value (the difference between the Company's closing stock price of $340.45 on the last trading day of 2017 and the exercise price, multiplied by the number of shares covered by in-the-money options) that would have been received by the option holder had the option holder exercised these options on December 31, 2017 . The intrinsic value changes based on the market value of the Company's common stock. A summary of changes in outstanding stock options with market conditions is as follows: Number of Options with Market Conditions Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (a) (per option) (in years) (in thousands) Outstanding at December 31, 2016 — $ — Granted (b) 402,694 183.80 Exercised — — Forfeited — — Expired — — Outstanding at December 31, 2017 402,694 183.80 9.57 $ 63,082 Options exercisable — $ — 0.00 $ — (a) The aggregate intrinsic value represents the total pre-tax intrinsic value (the difference between the Company's closing stock price of $340.45 on the last trading day of 2017 and the exercise price, multiplied by the number of shares covered by in-the-money options) that would have been received by the option holder had the option holder exercised these options on December 31, 2017. The intrinsic value changes based on the market value of the Company's common stock. (b) During 2017, the Company granted stock options with a grant date fair value per share of $142.45 , calculated using the Monte Carlo simulation model, which have a vesting date of September 30, 2022. |
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, 2017 2016 2015 Expected term (1) 5.00 - 7.00 years 5.22 - 6.38 years 5.21 - 6.23 years Expected dividend (2) — — — Expected volatility (3) 51% - 52% 48% - 53% 38% - 48% Risk-free interest rate (4) 1.74% - 2.24% 1.10% - 2.18% 1.65% - 2.01% (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, 2017 , 2016 and 2015, no dividends are expected to be paid over the contractual term of the stock options, resulting in a zero expected dividend rate. (3) The expected volatility rate is based on the historical volatility of the Company's common stock. (4) The risk-free interest rate is specific to the date of grant. The risk-free interest rate is based on U.S. Treasury yields for notes with comparable expected terms as the awards, in effect at the grant date. For purposes of determining stock-based compensation expense, the grant date fair value per share of the stock options was estimated using the Monte Carlo simulation model, which requires the use of various key assumptions. The assumptions used are as follows: Expected term (1) 7.50 years Expected dividend (2) — Expected volatility (3) 50% Risk-free interest rate (4) 2.12% (1) The expected term of stock options with a market condition granted was calculated using the midpoint between the weighted average time of vesting and the end of the contractual term. (2) For all stock options with a market condition granted in 2017, no dividends are expected to be paid over the contractual term of the stock options, resulting in a zero expected dividend rate. (3) The expected volatility rate is based on the historical volatility of the Company's common stock. (4) The risk-free interest rate is specific to the date of grant. The risk-free interest rate is based on U.S. Treasury yields for notes with comparable expected terms as the awards, in effect at the grant date. For purposes of determining stock-based compensation expense, the weighted average grant date fair value per share of the stock options was estimated using the Black-Scholes option pricing model, which requires the use of various key assumptions. The weighted average assumptions used are as follows: Expected term (1) 5.5 - 6.00 years Expected dividend (2) — Expected volatility (3) 51% Risk-free interest rate (4) 2.16% - 2.23% (1) The expected term of stock options granted was calculated using the 'Simplified Method', which utilizes the midpoint between the weighted average time of vesting and the end of the contractual term. This method was utilized for the stock options due to a lack of historical exercise behavior by the Company's employees. (2) For all stock options granted during the year ended December 31, 2017 , no dividends are expected to be paid over the contractual term of the stock options, resulting in a zero expected dividend rate. (3) The expected volatility rate is based on the historical volatility of the Company's common stock. (4) The risk-free interest rate is specific to the date of grant. The risk-free interest rate is based on U.S. Treasury yields for notes with comparable expected terms as the awards, in effect at the grant date. |
Schedule of changes in outstanding non-vested RSUs, restricted stock and RSUs with performance conditions | 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, 2016 14,464 $ 25.14 Granted — — Vested (14,464 ) 25.14 Forfeited — — Nonvested at December 31, 2017 — $ — 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, 2016 152,374 $ 65.64 Granted (a) 94,783 152.45 Vested (78,631 ) 57.92 Forfeited (15,697 ) 82.99 Nonvested at December 31, 2017 152,829 $ 121.68 (a) The grant date fair value per share of the RSUs is calculated as the closing market price of LendingTree's common stock at the time of grant. 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, 2016 44,509 $ 88.28 Granted (a) 80,880 186.85 Vested (1,931 ) 96.46 Forfeited (12,253 ) 83.60 Nonvested at December 31, 2017 111,205 $ 160.34 (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. |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 2016 2015 Current income tax expense: Federal $ 10,055 $ 11,519 $ 5,847 State 2,606 2,480 1,149 Current income tax expense 12,661 13,999 6,996 Deferred income tax (benefit) provision: Federal (3,805 ) 3,703 (19,676 ) State (2,565 ) 2,664 (10,293 ) Deferred income tax (benefit) provision (6,370 ) 6,367 (29,969 ) Income tax expense (benefit) $ 6,291 $ 20,366 $ (22,973 ) |
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, 2017 2016 2015 Income tax expense at the federal statutory rate of 35% $ 8,998 $ 18,051 $ 9,920 State income taxes, net of effect of federal tax benefit (268 ) 4,038 1,480 Impact of Tax Cuts and Jobs Act 9,062 — — Excess Tax Deductions on Non-Cash Compensation (11,134 ) — — Change in (release of) valuation allowance 593 (416 ) (34,409 ) Research and experimentation tax credit (1,318 ) (2,574 ) — Other, net 358 1,267 36 Income tax expense (benefit) $ 6,291 $ 20,366 $ (22,973 ) |
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, 2017 2016 Deferred tax assets: Provision for accrued expenses $ 4,368 $ 8,056 Net operating loss carryforwards (a) 6,296 8,548 Non-cash compensation expense 8,929 5,699 Goodwill — 1,825 Contingent liabilities 6,666 — Other 2,138 139 Total gross deferred tax assets 28,397 24,267 Less: valuation allowance (b) (2,694 ) (2,101 ) Total deferred tax assets, net of the valuation allowance 25,703 22,166 Deferred tax liabilities: Intangible and other assets (1,960 ) (2,704 ) Other (1,160 ) (1,071 ) Total gross deferred tax liabilities (3,120 ) (3,775 ) Net deferred taxes $ 22,583 $ 18,391 (a) At December 31, 2017 , the Company had pre-tax consolidated federal net operating losses ("NOLs") of $5.8 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 $190.4 million at December 31, 2017 that will expire at various times between 2018 and 2038. (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, 2017 2016 Deferred income tax assets $ 20,156 $ 14,610 Non-current assets of discontinued operations 2,427 3,781 Net deferred taxes $ 22,583 $ 18,391 |
Schedule of the deferred tax valuation allowance reconciliation | A reconciliation of the beginning and ending balances of the deferred tax valuation allowance is as follows (in thousands) : Year Ended December 31, 2017 2016 2015 Balance, beginning of the period $ 2,101 $ 2,341 $ 40,121 Charges to earnings (a) 593 (240 ) (37,780 ) Balance, end of the period $ 2,694 $ 2,101 $ 2,341 |
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, 2017 2016 Balance, beginning of the period $ 550 $ 19 Additions based on tax positions of the current year 198 550 Lapse of statute of limitations — (19 ) Balance, end of the period $ 748 $ 550 |
CONVERTIBLE DEBT (Tables)
CONVERTIBLE DEBT (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Debt [Table Text Block] | A summary of the gross carrying amount, unamortized debt cost, debt issuance costs and net carrying value of the liability component of the Notes are as follows (in thousands) : December 31, December 31, Gross carrying amount $ 300,000 $ — Unamortized debt discount 55,202 — Debt issuance costs 6,599 — Net carrying amount $ 238,199 $ — |
COMMITMENTS (Tables)
COMMITMENTS (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future minimum payments under operating lease agreements | Future minimum payments as of December 31, 2017 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 2018 $ 1,754 2019 1,811 2020 1,389 2021 63 2022 59 Total $ 5,076 |
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) $ 4,393 $ 4,368 $ 25 $ — $ — Litigation bonds (b) 140 140 — — — Total $ 4,533 $ 4,508 $ 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, 2017 | |
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 years ended December 31, 2017 and 2016 are as follows (in thousands) : Contingent Consideration Balance at December 31, 2015 $ — 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 Transfers into Level 3 — Transfers out of Level 3 — Total net (gains) losses included in earnings (realized and unrealized) 23,931 Purchases, sales and settlements: Additions 11,318 Payments (1,000 ) Balance at December 31, 2017 $ 57,349 |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017: 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 reported as discontinued operations in the accompanying consolidated statements of operations and comprehensive income are as follows (in thousands) : Year Ended December 31, 2017 2016 2015 Revenue $ (750 ) $ 1,325 $ 6 Loss before income taxes $ (5,909 ) $ (5,728 ) $ (5,047 ) Income tax benefit 2,069 2,014 1,778 Net loss $ (3,840 ) $ (3,714 ) $ (3,269 ) |
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, 2017 2016 2015 Loan loss reserve, beginning of period $ 6,804 $ 8,127 $ 8,750 Provision adjustments (a) 750 (1,323 ) — Charge-offs to reserves — — (623 ) Loan loss reserve, end of period $ 7,554 $ 6,804 $ 8,127 (a) 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, 2017 | |
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, 2017 2016 2015 Mortgage products $ 275,910 $ 219,991 $ 165,272 Non-mortgage products 341,826 164,411 88,944 Total revenue $ 617,736 $ 384,402 $ 254,216 |
QUARTERLY FINANCIAL INFORMATI41
QUARTERLY FINANCIAL INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information [Abstract] | |
Schedule of quarterly financial information | The following tables set forth summary financial information for the years ended December 31, 2017 and 2016: Q1 Q2 Q3 Q4 (in thousands, except per share amounts) 2017 Revenue $ 132,515 $ 152,773 $ 171,494 $ 160,954 Operating income (expense) (1) 6,884 8,969 17,455 (175 ) Income (loss) from continuing operations (1) (2) 7,798 8,007 10,131 (6,518 ) Loss from discontinued operations (932 ) (689 ) (1,011 ) (1,208 ) Net income (loss) and comprehensive income (loss) $ 6,866 $ 7,318 $ 9,120 $ (7,726 ) Income (loss) per share from continuing operations: Basic $ 0.66 $ 0.67 $ 0.84 $ (0.54 ) Diluted $ 0.58 $ 0.59 $ 0.74 $ (0.54 ) Loss per share from discontinued operations: Basic $ (0.08 ) $ (0.06 ) $ (0.08 ) $ (0.10 ) Diluted $ (0.07 ) $ (0.05 ) $ (0.07 ) $ (0.10 ) Net income (loss) per share: Basic $ 0.58 $ 0.61 $ 0.76 $ (0.64 ) Diluted $ 0.51 $ 0.54 $ 0.66 $ (0.64 ) (1) In the fourth quarter of 2017, the Company's Board of Directors approved a $10.0 million contribution to fund the newly formed LendingTree Foundation. The contribution is recorded in general and administrative expense on the consolidated statement of operations and comprehensive income. (2) During the fourth quarter of 2017, the Company recorded a net tax expense of $9.1 million related to the enactment of the TCJA. See Note 10 —Income Taxes for additional information. 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 |
SIGNIFICANT ACCOUNTING POLICI42
SIGNIFICANT ACCOUNTING POLICIES (Details - Rev, AR & Seg) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017USD ($)segment | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | |||
Balance, beginning of the period | $ 1,059 | $ 606 | $ 349 |
Charges to earnings | 195 | 515 | 337 |
Write off of uncollectible accounts receivable | (579) | (62) | (80) |
Balance, end of the period | $ 675 | $ 1,059 | $ 606 |
Number of reportable segments | segment | 1 |
SIGNIFICANT ACCOUNTING POLICI43
SIGNIFICANT ACCOUNTING POLICIES (Details - PP&E & Advertising) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Advertising | |||
Advertising Expense | $ 410.8 | $ 243.2 | $ 159.2 |
Building | |||
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 | ||
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 | ||
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 POLICI44
SIGNIFICANT ACCOUNTING POLICIES (Details - Taxes) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Accounting Policies [Abstract] | ||||
Proceeds and Excess Tax Benefit from Share-based Compensation | $ 12,900 | |||
Provisional estimate for remeasurement of deferred tax assets and liabilities from Tax Cuts and Jobs Act | $ 9,100 | $ 9,062 | $ 0 | $ 0 |
New Accounting Pronouncement or Change in Accounting Principle, Retrospective Adjustment to Cash Flow Presentation | 5,800 | $ 4,600 | ||
New Accounting Pronouncement or Change in Accounting Principle, Cumulative Effect of Change on Equity or Net Assets | $ 1,400 |
SIGNIFICANT ACCOUNTING POLICI45
SIGNIFICANT ACCOUNTING POLICIES (Details - Concentration Risk) - Revenues - Customer concentration - customer | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Certain Risks and Concentrations | |||
Number of major customers | 1 | 2 | 2 |
Customer one | |||
Certain Risks and Concentrations | |||
Concentration risk (as a percent) | 13.00% | 12.00% | |
Customer two | |||
Certain Risks and Concentrations | |||
Concentration risk (as a percent) | 11.00% | 15.00% | 11.00% |
RESTRICTED CASH (Details)
RESTRICTED CASH (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Restricted Cash and Cash Equivalents Items [Line Items] | |||
Restricted cash and cash equivalents | $ 4,091 | $ 4,089 | |
Decrease in restricted cash | 2 | (2,452) | $ (12,175) |
Other | |||
Restricted Cash and Cash Equivalents Items [Line Items] | |||
Restricted cash and cash equivalents | 57 | 57 | |
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 | $ 4,034 | $ 4,032 |
PROPERTY AND EQUIPMENT - Schedu
PROPERTY AND EQUIPMENT - Schedule of property and equipment, net (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Property and Equipment | ||
Total gross property and equipment | $ 49,474 | $ 45,201 |
Accumulated depreciation | (13,043) | (9,739) |
Total property and equipment, net | 36,431 | 35,462 |
Land | ||
Property and Equipment | ||
Total gross property and equipment | 5,818 | 5,818 |
Building | ||
Property and Equipment | ||
Total gross property and equipment | 14,984 | 14,679 |
Site improvements | ||
Property and Equipment | ||
Total gross property and equipment | 950 | 950 |
Computer equipment and capitalized software | ||
Property and Equipment | ||
Total gross property and equipment | 16,885 | 14,886 |
Leasehold improvements | ||
Property and Equipment | ||
Total gross property and equipment | 3,257 | 3,048 |
Furniture and other equipment | ||
Property and Equipment | ||
Total gross property and equipment | 1,203 | 826 |
Aircraft and automobile | ||
Property and Equipment | ||
Total gross property and equipment | 2,621 | 1,988 |
Projects in progress | ||
Property and Equipment | ||
Total gross property and equipment | $ 3,756 | $ 3,006 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Dec. 31, 2016USD ($)building | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Property and Equipment | ||||
Unamortized capitalized software development costs | $ 9,400 | $ 9,500 | $ 9,400 | |
Capitalized software development amortization expense | 5,700 | 4,300 | $ 2,600 | |
Rental Income, Nonoperating | $ 1,600 | |||
Two Office Buildings In Charlotte, NC | ||||
Property and Equipment | ||||
Number of office buildings acquired | building | 2 | |||
Cash payment for asset purchase | $ 23,476 | 23,476 | ||
Capitalized acquisition-related costs | $ 100 |
PROPERTY AND EQUIPMENT - Sche49
PROPERTY AND EQUIPMENT - Schedule of asset acquisition (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Building | ||
Property and Equipment | ||
Depreciation period | 34 years | |
Two Office Buildings In Charlotte, NC | ||
Property and Equipment | ||
Land | $ 5,818 | |
Building | 14,679 | |
Site improvements | 950 | |
Tenant leases | 2,029 | |
Fixed assets | $ 23,476 | |
Weighted Average Amortization Life | 3 years 2 months 10 days | |
Two Office Buildings In Charlotte, NC | Building | Weighted Average | ||
Property and Equipment | ||
Depreciation period | 34 years | |
Two Office Buildings In Charlotte, NC | Site improvements | Weighted Average | ||
Property and Equipment | ||
Depreciation period | 6 years 7 months 10 days |
PROPERTY AND EQUIPMENT - Sche50
PROPERTY AND EQUIPMENT - Schedule of future rental income (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Property, Plant and Equipment [Abstract] | |
2,018 | $ 815 |
2,019 | 558 |
2,020 | 574 |
2,021 | 188 |
2,022 | 37 |
Thereafter | 102 |
Operating leases, payments receivable | $ 2,274 |
GOODWILL AND INTANGIBLE ASSET51
GOODWILL AND INTANGIBLE ASSETS (Details - Balance Sheet) - USD ($) | 12 Months Ended | |||||||
Dec. 31, 2017 | Dec. 31, 2016 | Sep. 19, 2017 | Jun. 20, 2017 | Jun. 14, 2017 | Nov. 16, 2016 | May 31, 2016 | Dec. 31, 2015 | |
Goodwill [Line Items] | ||||||||
Impairment losses during period related to goodwill | $ 0 | |||||||
Balance of goodwill and intangible assets, net | ||||||||
Goodwill | 596,456,000 | $ 539,545,000 | $ 486,720,000 | |||||
Accumulated impairment losses | (483,088,000) | (483,088,000) | (483,088,000) | |||||
Net goodwill | 113,368,000 | 56,457,000 | $ 3,632,000 | |||||
Intangible assets with indefinite lives | 10,142,000 | 10,142,000 | ||||||
Intangible assets with definite lives, net | 70,983,000 | 61,542,000 | ||||||
Total intangible assets, net | 81,125,000 | 71,684,000 | ||||||
CompareCards [Member] | ||||||||
Goodwill [Line Items] | ||||||||
Increase to goodwill due to acquisitions | 52,450,000 | |||||||
Impairment losses during period related to goodwill | 0 | |||||||
Balance of goodwill and intangible assets, net | ||||||||
Net goodwill | 52,450,000 | $ 52,500,000 | ||||||
SimpleTuition [Domain] | ||||||||
Goodwill [Line Items] | ||||||||
Increase to goodwill due to acquisitions | 375,000 | |||||||
Impairment losses during period related to goodwill | $ 0 | |||||||
Balance of goodwill and intangible assets, net | ||||||||
Net goodwill | $ 375,000 | |||||||
DepositAccounts [Member] | ||||||||
Goodwill [Line Items] | ||||||||
Increase to goodwill due to acquisitions | 19,389,000 | |||||||
Impairment losses during period related to goodwill | 0 | |||||||
Balance of goodwill and intangible assets, net | ||||||||
Net goodwill | 19,389,000 | $ 19,400,000 | ||||||
MagnifyMoney [Member] | ||||||||
Goodwill [Line Items] | ||||||||
Increase to goodwill due to acquisitions | 23,784,000 | |||||||
Impairment losses during period related to goodwill | 0 | |||||||
Balance of goodwill and intangible assets, net | ||||||||
Net goodwill | 23,784,000 | $ 23,800,000 | ||||||
SnapCap [Member] | ||||||||
Goodwill [Line Items] | ||||||||
Increase to goodwill due to acquisitions | 13,738,000 | |||||||
Impairment losses during period related to goodwill | 0 | |||||||
Balance of goodwill and intangible assets, net | ||||||||
Net goodwill | $ 13,738,000 | $ 13,700,000 |
GOODWILL AND INTANGIBLE ASSET52
GOODWILL AND INTANGIBLE ASSETS (Details - Goodwill and Indefinite-Lived Intangibles) | 1 Months Ended | 12 Months Ended | |
Dec. 31, 2016building | Dec. 31, 2017USD ($)segment | Dec. 31, 2016USD ($) | |
Goodwill [Line Items] | |||
Number of reportable segments | segment | 1 | ||
Impairment losses during period related to goodwill | $ 0 | ||
Impairment charges related to trade names and trademarks | 0 | ||
DepositAccounts [Member] | |||
Goodwill [Line Items] | |||
Impairment losses during period related to goodwill | 0 | ||
MagnifyMoney [Member] | |||
Goodwill [Line Items] | |||
Impairment losses during period related to goodwill | 0 | ||
SnapCap [Member] | |||
Goodwill [Line Items] | |||
Impairment losses during period related to goodwill | $ 0 | ||
CompareCards [Member] | |||
Goodwill [Line Items] | |||
Impairment losses during period related to goodwill | $ 0 | ||
SimpleTuition [Domain] | |||
Goodwill [Line Items] | |||
Impairment losses during period related to goodwill | $ 0 | ||
Two Office Buildings In Charlotte, NC | |||
Goodwill [Line Items] | |||
Number of office buildings acquired | building | 2 |
GOODWILL AND INTANGIBLE ASSET53
GOODWILL AND INTANGIBLE ASSETS (Details - Definite Lived Intangibles) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Intangible assets with definite lives | ||
Cost | $ 86,960 | $ 64,022 |
Accumulated Amortization | (15,977) | (2,480) |
Net | 70,983 | 61,542 |
Technology | ||
Intangible assets with definite lives | ||
Cost | 37,500 | 28,300 |
Accumulated Amortization | (8,694) | (659) |
Net | $ 28,806 | $ 27,641 |
Technology | Weighted Average | ||
Intangible assets with definite lives | ||
Weighted Average Amortization Life | 4 years 2 months | 4 years |
Customer lists | ||
Intangible assets with definite lives | ||
Cost | $ 33,100 | $ 28,100 |
Accumulated Amortization | (3,239) | (639) |
Net | $ 29,861 | $ 27,461 |
Customer lists | Weighted Average | ||
Intangible assets with definite lives | ||
Weighted Average Amortization Life | 11 years 4 months | 11 years 7 months 25 days |
Trademarks and trade names | ||
Intangible assets with definite lives | ||
Cost | $ 6,942 | $ 5,342 |
Accumulated Amortization | (1,992) | (937) |
Net | $ 4,950 | $ 4,405 |
Trademarks and trade names | Weighted Average | ||
Intangible assets with definite lives | ||
Weighted Average Amortization Life | 4 years 6 months 10 days | 4 years 6 months |
Tenant leases | ||
Intangible assets with definite lives | ||
Cost | $ 1,362 | $ 2,030 |
Accumulated Amortization | (504) | 0 |
Net | $ 858 | $ 2,030 |
Tenant leases | Weighted Average | ||
Intangible assets with definite lives | ||
Weighted Average Amortization Life | 3 years 3 months | 3 years 2 months |
Website content | ||
Intangible assets with definite lives | ||
Cost | $ 7,800 | |
Accumulated Amortization | (1,300) | |
Net | $ 6,500 | |
Website content | Weighted Average | ||
Intangible assets with definite lives | ||
Weighted Average Amortization Life | 3 years | |
Other | ||
Intangible assets with definite lives | ||
Cost | $ 256 | $ 250 |
Accumulated Amortization | (248) | (245) |
Net | $ 8 | $ 5 |
Other | Weighted Average | ||
Intangible assets with definite lives | ||
Weighted Average Amortization Life | 3 years | 3 years |
GOODWILL AND INTANGIBLE ASSET54
GOODWILL AND INTANGIBLE ASSETS (Details - 5yr Definite Lived Intangibles Amortization) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Amortization of intangible assets with definite lives computed on a straight-line basis | ||
Year ending December 31, 2018 | $ 16,250 | |
Year ending December 31, 2019 | 15,995 | |
Year ending December 31, 2020 | 13,970 | |
Year ending December 31, 2021 | 5,763 | |
Year ending December 31, 2022 | 3,902 | |
Thereafter | 15,103 | |
Net | $ 70,983 | $ 61,542 |
BUSINESS ACQUISITIONS (Details)
BUSINESS ACQUISITIONS (Details) | Sep. 19, 2017USD ($)payment | Jun. 20, 2017USD ($)shares | Jun. 14, 2017USD ($)payment | Nov. 16, 2016USD ($)payment | May 31, 2016USD ($) | Mar. 31, 2018USD ($) | Sep. 30, 2017USD ($) | Dec. 31, 2017USD ($)segment | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) |
Business Acquisition [Line Items] | ||||||||||
Change in fair value of contingent consideration | $ 23,931,000 | $ 0 | $ 0 | |||||||
Goodwill | 113,368,000 | 56,457,000 | 3,632,000 | |||||||
Acquisition-related costs | $ 1,000,000 | |||||||||
Stock granted, net of forfeitures | $ 10,000,000 | |||||||||
Number of reportable segments | segment | 1 | |||||||||
Current contingent consideration | $ 46,576,000 | 0 | ||||||||
Contingent considerations | 11,273,000 | 23,600,000 | ||||||||
Contingent consideration arrangements, after tax contingent consideration expense | 14,400,000 | |||||||||
Revenue of acquirees since acquisition date | 9,200,000 | |||||||||
Earnings of acquiree since acquisition date | 1,500,000 | |||||||||
SnapCap [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Acquisition purchase consideration | $ 11,900,000 | 11,886,000 | 0 | 0 | ||||||
Number of contingent consideration payments | payment | 3 | |||||||||
Total purchase price | $ 18,200,000 | 18,226,000 | ||||||||
Contingent consideration on acquisition date | 6,300,000 | 7,000,000 | ||||||||
Change in fair value of contingent consideration | 700,000 | |||||||||
Goodwill | 13,700,000 | 13,738,000 | ||||||||
Acquisition-related costs | 300,000 | |||||||||
Earnout Payment for One Contingent Earnout [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Contingent consideration range, maximum | 3,000,000 | |||||||||
MagnifyMoney [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Acquisition purchase consideration | 29,600,000 | 29,592,000 | ||||||||
Goodwill | 23,800,000 | 23,784,000 | ||||||||
Acquisition-related costs | 400,000 | |||||||||
Option to acquire a foreign affiliate | $ 500,000 | |||||||||
Option to acquire a foreign affiliate, window | 3 years | |||||||||
DepositAccounts [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Acquisition purchase consideration | $ 24,000,000 | 25,000,000 | 0 | 0 | ||||||
Number of contingent consideration payments | payment | 7 | |||||||||
Contingent consideration range, maximum | $ 9,000,000 | |||||||||
Total purchase price | 29,000,000 | 28,989,000 | ||||||||
Contingent consideration on acquisition date | 5,000,000 | 6,000,000 | ||||||||
Change in fair value of contingent consideration | 2,000,000 | |||||||||
Goodwill | 19,400,000 | 19,389,000 | ||||||||
Acquisition-related costs | 300,000 | |||||||||
Contingent consideration, individual payments based on specified increases in federal funds interest rates | 1,000,000 | |||||||||
Contingent consideration, one-time performance payment | $ 2,000,000 | |||||||||
Payment for contingent consideration liability, investing activities | $ 1,000,000 | |||||||||
Current contingent consideration | 1,700,000 | |||||||||
Contingent considerations | 4,300,000 | |||||||||
CompareCards [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Acquisition purchase consideration | $ 80,700,000 | 0 | 81,182,000 | $ 0 | ||||||
Number of contingent consideration payments | payment | 2 | |||||||||
Contingent consideration range, maximum | $ 45,000,000 | |||||||||
Total purchase price | 103,800,000 | 103,750,000 | ||||||||
Contingent consideration on acquisition date | 23,100,000 | |||||||||
Change in fair value of contingent consideration | 21,200,000 | |||||||||
Goodwill | 52,500,000 | 52,450,000 | ||||||||
Acquisition-related costs | 100,000 | 400,000 | ||||||||
Current contingent consideration | $ 44,300,000 | |||||||||
SimpleTuition [Domain] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Acquisition purchase consideration | $ 4,500,000 | |||||||||
Total purchase price | 5,000,000 | |||||||||
Contingent consideration on acquisition date | 500,000 | |||||||||
Goodwill | $ 375,000 | |||||||||
Acquisition-related costs | $ 100,000 | |||||||||
Earnout Payment for One Contingent Earnout [Member] | SnapCap [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Contingent consideration range, minimum | $ 0 | |||||||||
Earnout Payment for One Contingent Earnout [Member] | CompareCards [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Contingent consideration range, maximum | $ 22,500,000 | |||||||||
Two Key Employees [Member] | MagnifyMoney [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Granted (in shares) | shares | 38,468 | |||||||||
Third Key Employee [Member] | MagnifyMoney [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Potential future issuance of restricted stock units | shares | 19,234 | |||||||||
Subsequent Event [Member] | Earnout Payment for One Contingent Earnout [Member] | CompareCards [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Contingent consideration range, minimum | $ 22,500,000 |
BUSINESS ACQUISITIONS (Details
BUSINESS ACQUISITIONS (Details - Schedule of Purchase Price Allocation) - USD ($) $ in Thousands | Sep. 19, 2017 | Jun. 20, 2017 | Jun. 14, 2017 | Nov. 16, 2016 | May 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Business Acquisition [Line Items] | ||||||||
Goodwill | $ 113,368 | $ 56,457 | $ 3,632 | |||||
DepositAccounts [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets | $ 9,600 | 9,600 | ||||||
Goodwill | 19,400 | 19,389 | ||||||
Total purchase price | $ 29,000 | 28,989 | ||||||
Weighted Average Amortization Life | 5 years 1 month 25 days | |||||||
CompareCards [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Accounts receivable | 3,538 | |||||||
Intangible assets | 55,400 | |||||||
Total intangible assets with definite lives, net | $ 55,400 | |||||||
Goodwill | 52,500 | 52,450 | ||||||
Accounts payable and accrued liabilities | (7,638) | |||||||
Total purchase price | $ 103,800 | 103,750 | ||||||
Weighted Average Amortization Life | 7 years 5 months | |||||||
MagnifyMoney [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Net working capital and other assets | 921 | |||||||
Intangible assets | $ 9,700 | 9,700 | ||||||
Goodwill | $ 23,800 | 23,784 | ||||||
Deferred tax liabilities | (4,176) | |||||||
Noncontrolling interest | (637) | |||||||
Weighted Average Amortization Life | 3 years 8 months 27 days | |||||||
SnapCap [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Net working capital and other assets | 42 | |||||||
Fixed assets | 146 | |||||||
Intangible assets | $ 4,300 | 4,300 | ||||||
Goodwill | 13,700 | 13,738 | ||||||
Total purchase price | $ 18,200 | $ 18,226 | ||||||
Weighted Average Amortization Life | 8 years 8 months | |||||||
SimpleTuition [Domain] | ||||||||
Business Acquisition [Line Items] | ||||||||
Accounts receivable | $ 125 | |||||||
Total intangible assets with definite lives, net | 4,500 | |||||||
Goodwill | 375 | |||||||
Total purchase price | $ 5,000 | |||||||
Weighted Average Amortization Life | 9 years 2 months |
BUSINESS ACQUISITIONS (Detail57
BUSINESS ACQUISITIONS (Details - Schedule of Finite LIved Intangible Assets Acquired) - USD ($) $ in Thousands | Sep. 19, 2017 | Jun. 20, 2017 | Jun. 14, 2017 | Nov. 16, 2016 | Dec. 31, 2017 |
DepositAccounts [Member] | |||||
Business Acquisition [Line Items] | |||||
Weighted Average Amortization Life | 5 years 1 month 25 days | ||||
Intangible assets | $ 9,600 | $ 9,600 | |||
MagnifyMoney [Member] | |||||
Business Acquisition [Line Items] | |||||
Weighted Average Amortization Life | 3 years 8 months 27 days | ||||
Intangible assets | $ 9,700 | 9,700 | |||
SnapCap [Member] | |||||
Business Acquisition [Line Items] | |||||
Weighted Average Amortization Life | 8 years 8 months | ||||
Intangible assets | $ 4,300 | $ 4,300 | |||
CompareCards [Member] | |||||
Business Acquisition [Line Items] | |||||
Fair Value | $ 55,400 | ||||
Weighted Average Amortization Life | 7 years 5 months | ||||
Technology | DepositAccounts [Member] | |||||
Business Acquisition [Line Items] | |||||
Fair Value | $ 8,600 | ||||
Weighted Average Amortization Life | 5 years | ||||
Technology | MagnifyMoney [Member] | |||||
Business Acquisition [Line Items] | |||||
Fair Value | $ 200 | ||||
Weighted Average Amortization Life | 3 years | ||||
Technology | SnapCap [Member] | |||||
Business Acquisition [Line Items] | |||||
Fair Value | $ 400 | ||||
Weighted Average Amortization Life | 3 years | ||||
Technology | CompareCards [Member] | |||||
Business Acquisition [Line Items] | |||||
Fair Value | $ 27,900 | ||||
Weighted Average Amortization Life | 4 years | ||||
Customer lists | DepositAccounts [Member] | |||||
Business Acquisition [Line Items] | |||||
Fair Value | $ 600 | ||||
Weighted Average Amortization Life | 8 years | ||||
Customer lists | MagnifyMoney [Member] | |||||
Business Acquisition [Line Items] | |||||
Fair Value | $ 1,100 | ||||
Weighted Average Amortization Life | 9 years | ||||
Customer lists | SnapCap [Member] | |||||
Business Acquisition [Line Items] | |||||
Fair Value | $ 3,300 | ||||
Weighted Average Amortization Life | 10 years | ||||
Customer lists | CompareCards [Member] | |||||
Business Acquisition [Line Items] | |||||
Fair Value | $ 23,200 | ||||
Weighted Average Amortization Life | 12 years | ||||
Trademarks and trade names | DepositAccounts [Member] | |||||
Business Acquisition [Line Items] | |||||
Fair Value | $ 400 | ||||
Weighted Average Amortization Life | 4 years | ||||
Trademarks and trade names | MagnifyMoney [Member] | |||||
Business Acquisition [Line Items] | |||||
Fair Value | $ 600 | ||||
Weighted Average Amortization Life | 4 years | ||||
Trademarks and trade names | SnapCap [Member] | |||||
Business Acquisition [Line Items] | |||||
Fair Value | $ 600 | ||||
Weighted Average Amortization Life | 5 years | ||||
Trademarks and trade names | CompareCards [Member] | |||||
Business Acquisition [Line Items] | |||||
Fair Value | $ 4,300 | ||||
Weighted Average Amortization Life | 5 years | ||||
Website content | MagnifyMoney [Member] | |||||
Business Acquisition [Line Items] | |||||
Fair Value | $ 7,800 | ||||
Weighted Average Amortization Life | 3 years |
BUSINESS ACQUISITIONS (Detail58
BUSINESS ACQUISITIONS (Details - Pro Forma Information) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Business Combinations [Abstract] | ||
Pro forma revenue | $ 626,578 | $ 461,969 |
Pro forma net income from continuing operations | $ 19,575 | $ 31,139 |
ACCRUED EXPENSES AND OTHER CU59
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Accrued expenses and other current liabilities | ||
Accrued litigation liabilities | $ 346 | $ 736 |
Accrued advertising expense | 40,727 | 26,976 |
Accrued compensation and benefits | 7,679 | 5,626 |
Accrued professional fees | 2,072 | 1,411 |
Customer deposits and escrows | 5,564 | 5,041 |
Contribution to LendingTree Foundation | 10,000 | 0 |
Other | 10,795 | 9,613 |
Total accrued expenses and other current liabilities | $ 77,183 | $ 49,403 |
SHAREHOLDERS' EQUITY (Details)
SHAREHOLDERS' EQUITY (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||
Nov. 30, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | May 31, 2017 | Feb. 26, 2016 | Jan. 14, 2016 | Nov. 12, 2015 | May 07, 2014 | Jan. 11, 2010 | |
Weighted average shares outstanding: | ||||||||||
Weighted average basic common shares (in shares) | 11,945,000 | 11,812,000 | 11,516,000 | |||||||
Effect of stock options (in shares) | 1,626,000 | 886,000 | 866,000 | |||||||
Effect of dilutive share awards (in shares) | 111,000 | 75,000 | 159,000 | |||||||
Incremental Common Shares Attributable to Dilutive Effect of Call Options and Warrants | 0 | 0 | 0 | |||||||
Weighted average diluted common shares (in shares) | 13,682,000 | 12,773,000 | 12,541,000 | |||||||
Additional disclosure | ||||||||||
Interest rate | 0.625% | 0.625% | ||||||||
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) | 75,393 | 690,218 | 5,250 | |||||||
Value of treasury stock acquired | $ 21,000,000 | $ 48,524,000 | $ 218,000 | |||||||
Remaining authorized repurchase amount | $ 27,700,000 | |||||||||
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 | |||||||||
Common Stock | ||||||||||
Common Stock Repurchases | ||||||||||
Issuance of stock for equity offering (in shares) | 852,500 | 853,000 | ||||||||
Proceeds from equity offering, net of offering costs | $ 9,000 | |||||||||
Employee Stock Option [Member] | ||||||||||
Additional disclosure | ||||||||||
Anti-dilutive securities excluded from calculation of diluted earnings per share | 100,000 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details - Plan Information and P&L Impact) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017USD ($)planshares | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Unrecognized compensation cost | |||
Number of active plans | plan | 2 | ||
Term of plan | 10 years | ||
Proceeds and Excess Tax Benefit from Share-based Compensation | $ 12,900 | ||
Non-cash compensation expense related to equity awards | |||
Non-cash stock-based compensation expense before income taxes | 23,361 | $ 9,647 | $ 8,508 |
Income tax benefit related to non-cash compensation | 9,500 | 3,700 | 3,000 |
Cost of revenue | |||
Non-cash compensation expense related to equity awards | |||
Non-cash stock-based compensation expense before income taxes | 175 | 129 | 95 |
Selling and marketing expense | |||
Non-cash compensation expense related to equity awards | |||
Non-cash stock-based compensation expense before income taxes | 3,973 | 2,722 | 1,597 |
General and administrative expense | |||
Non-cash compensation expense related to equity awards | |||
Non-cash stock-based compensation expense before income taxes | 16,874 | 4,699 | 5,120 |
Product development | |||
Non-cash compensation expense related to equity awards | |||
Non-cash stock-based compensation expense before income taxes | 2,339 | 2,097 | 1,558 |
Restructuring and severance | |||
Non-cash compensation expense related to equity awards | |||
Non-cash stock-based compensation expense before income taxes | 0 | $ 0 | $ 138 |
Employee Stock Option 2 [Member] | |||
Unrecognized compensation cost | |||
Unrecognized compensation cost | $ 2,300 | ||
Weighted-average period for recognition of unrecognized compensation cost | 1 year 7 months 20 days | ||
Employee Stock Option [Member] | |||
Unrecognized compensation cost | |||
Unrecognized compensation cost | $ 12,100 | ||
Weighted-average period for recognition of unrecognized compensation cost | 6 months 28 days | ||
Performance Shares [Member] | |||
Non-cash compensation expense related to equity awards | |||
Non-cash stock-based compensation expense before income taxes | $ 3,100 | ||
RSUs | |||
Unrecognized compensation cost | |||
Unrecognized compensation cost | $ 13,900 | ||
Weighted-average period for recognition of unrecognized compensation cost | 1 year 9 months 20 days | ||
Restricted Stock | |||
Unrecognized compensation cost | |||
Unrecognized compensation cost | $ 13,500 | ||
Weighted-average period for recognition of unrecognized compensation cost | 1 year 8 months 8 days | ||
Equity Award Plan [Member] | |||
Unrecognized compensation cost | |||
Number of shares authorized | shares | 5,350,000 | ||
Inducement Plan [Member] | |||
Unrecognized compensation cost | |||
Number of shares authorized | shares | 500,000 |
STOCK-BASED COMPENSATION (Det62
STOCK-BASED COMPENSATION (Details - Stock Options Rollforward) - USD ($) $ / shares in Units, $ in Thousands | Jul. 26, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | May 24, 2017 |
Weighted Average Exercise Price | |||||
Granted (in dollars per share) | $ 183.80 | ||||
Aggregate Intrinsic Value | |||||
Share price | $ 340.45 | $ 156.70 | |||
Weighted average fair value (in dollars per share) | $ 105.15 | $ 40.05 | $ 27.60 | ||
Weighted average assumptions | |||||
Fair Value of Options Vested | $ 4,100 | $ 900 | $ 800 | ||
Employee Stock Option [Member] | |||||
Number of Options | |||||
Outstanding at the beginning of the period (in shares) | 1,991,802 | ||||
Granted (in shares) | 112,059 | ||||
Exercised (in shares) | (219,094) | ||||
Forfeited (in shares) | (21,028) | ||||
Expired (in shares) | 0 | ||||
Outstanding at the end of the period (in shares) | 1,863,739 | 1,991,802 | |||
Options exercisable at the end of the period (in shares) | 1,036,757 | ||||
Weighted Average Exercise Price | |||||
Outstanding at the beginning of the period (in dollars per share) | $ 21.23 | ||||
Granted (in dollars per share) | 207.79 | ||||
Exercised (in dollars per share) | 31.29 | ||||
Forfeited (in dollars per share) | 70.90 | ||||
Expired (in dollars per share) | 0 | ||||
Outstanding at the end of the period (in dollars per share) | 30.70 | $ 21.23 | |||
Options exercisable at the end of the period (in dollars per share) | $ 11.56 | ||||
Weighted Average Remaining Contractual Term | |||||
Outstanding at the end of the period | 4 years 5 months 15 days | ||||
Options exercisable at the end of the period | 2 years 4 months 3 days | ||||
Aggregate Intrinsic Value | |||||
Outstanding at the end of the period | $ 577,295 | ||||
Options exercisable at the end of the period | 340,976 | ||||
Intrinsic value of stock options exercised | 27,700 | $ 300 | $ 5,900 | ||
Cash received from stock option exercised | 6,900 | ||||
Actual tax benefit realized | $ 11,300 | ||||
Weighted average assumptions | |||||
Expected Volatility Rate, Minimum | 51.00% | 48.00% | 38.00% | ||
Expected Volatility Rate, Maximum | 52.00% | 53.00% | 48.00% | ||
Risk Free Interest Rate, Minimum | 1.74% | 1.10% | 1.65% | ||
Risk Free Interest Rate, Maximum | 2.24% | 2.18% | 2.01% | ||
Dividend yield | 0.00% | 0.00% | 0.00% | ||
Employee Stock Option 2 [Member] | |||||
Number of Options | |||||
Outstanding at the beginning of the period (in shares) | 0 | ||||
Granted (in shares) | 37,877 | ||||
Exercised (in shares) | 0 | ||||
Forfeited (in shares) | 0 | ||||
Expired (in shares) | 0 | ||||
Outstanding at the end of the period (in shares) | 37,877 | 0 | |||
Options exercisable at the end of the period (in shares) | 0 | ||||
Weighted Average Exercise Price | |||||
Outstanding at the beginning of the period (in dollars per share) | $ 0 | ||||
Granted (in dollars per share) | 308.90 | ||||
Exercised (in dollars per share) | 0 | ||||
Forfeited (in dollars per share) | 0 | ||||
Expired (in dollars per share) | 0 | ||||
Outstanding at the end of the period (in dollars per share) | 308.90 | $ 0 | |||
Options exercisable at the end of the period (in dollars per share) | $ 0 | ||||
Weighted Average Remaining Contractual Term | |||||
Outstanding at the end of the period | 9 years 11 months 11 days | ||||
Options exercisable at the end of the period | 0 years | ||||
Aggregate Intrinsic Value | |||||
Outstanding at the end of the period | $ 1,195 | ||||
Options exercisable at the end of the period | $ 0 | ||||
Weighted average fair value (in dollars per share) | $ 152.45 | ||||
Weighted average assumptions | |||||
Expected Volatility Rate, Minimum | 51.00% | ||||
Expected Volatility Rate, Maximum | 51.00% | ||||
Risk Free Interest Rate, Minimum | 2.16% | ||||
Risk Free Interest Rate, Maximum | 2.23% | ||||
Dividend yield | 0.00% | ||||
Performance Options [Member] | |||||
Number of Options | |||||
Outstanding at the beginning of the period (in shares) | 0 | ||||
Granted (in shares) | 402,694 | ||||
Exercised (in shares) | 0 | ||||
Forfeited (in shares) | 0 | ||||
Expired (in shares) | 0 | ||||
Outstanding at the end of the period (in shares) | 402,694 | 0 | |||
Options exercisable at the end of the period (in shares) | 0 | ||||
Weighted Average Exercise Price | |||||
Outstanding at the beginning of the period (in dollars per share) | $ 0 | ||||
Granted (in dollars per share) | 183.80 | ||||
Exercised (in dollars per share) | 0 | ||||
Forfeited (in dollars per share) | 0 | ||||
Expired (in dollars per share) | 0 | ||||
Outstanding at the end of the period (in dollars per share) | 183.80 | $ 0 | |||
Options exercisable at the end of the period (in dollars per share) | $ 0 | ||||
Weighted Average Remaining Contractual Term | |||||
Outstanding at the end of the period | 9 years 6 months 25 days | ||||
Options exercisable at the end of the period | 0 years | ||||
Aggregate Intrinsic Value | |||||
Outstanding at the end of the period | $ 63,082 | ||||
Options exercisable at the end of the period | $ 0 | ||||
Weighted average fair value (in dollars per share) | $ 142.45 | ||||
Weighted average assumptions | |||||
Expected Volatility Rate, Minimum | 50.00% | ||||
Expected Volatility Rate, Maximum | 50.00% | ||||
Risk Free Interest Rate, Minimum | 2.12% | ||||
Risk Free Interest Rate, Maximum | 2.12% | ||||
Dividend yield | 0.00% | ||||
Minimum [Member] | Employee Stock Option [Member] | |||||
Weighted average assumptions | |||||
Expected Term, Simplified Method | P5Y | P5Y2M20D | P5Y2M15D | ||
Minimum [Member] | Employee Stock Option 2 [Member] | |||||
Aggregate Intrinsic Value | |||||
Vesting period | 1 year 2 months | ||||
Weighted average assumptions | |||||
Expected Term, Simplified Method | P5Y6M | ||||
Minimum [Member] | Performance Options [Member] | |||||
Weighted average assumptions | |||||
Expected Term, Simplified Method | P7Y6M | ||||
Maximum [Member] | Employee Stock Option [Member] | |||||
Weighted average assumptions | |||||
Expected Term, Simplified Method | P7Y | P6Y4M18D | P6Y2M23D | ||
Maximum [Member] | Employee Stock Option 2 [Member] | |||||
Aggregate Intrinsic Value | |||||
Vesting period | 2 years 2 months | ||||
Weighted average assumptions | |||||
Expected Term, Simplified Method | P6Y | ||||
Maximum [Member] | Performance Options [Member] | |||||
Weighted average assumptions | |||||
Expected Term, Simplified Method | P7Y6M | ||||
five months from the grant date [Member] | Employee Stock Option [Member] | |||||
Aggregate Intrinsic Value | |||||
Vesting period | 5 months | ||||
one year from the grant date [Member] | Employee Stock Option [Member] | |||||
Aggregate Intrinsic Value | |||||
Vesting period | 1 year | ||||
50% over a period of two years from the grant date [Member] | Employee Stock Option [Member] | |||||
Aggregate Intrinsic Value | |||||
Vesting period | 2 years | ||||
Award Vesting Rights, Percentage | 50.00% | ||||
25% over a period of 1.67 years from the grant date [Member] | Employee Stock Option [Member] | |||||
Aggregate Intrinsic Value | |||||
Vesting period | 1 year 8 months | ||||
Award Vesting Rights, Percentage | 25.00% | ||||
75% over a period of 2.67 years from the grant date [Member] | Employee Stock Option [Member] | |||||
Aggregate Intrinsic Value | |||||
Vesting period | 2 years 8 months | ||||
Award Vesting Rights, Percentage | 75.00% | ||||
33% over a period of three years from the grant date [Member] | Employee Stock Option [Member] | |||||
Aggregate Intrinsic Value | |||||
Vesting period | 3 years | ||||
Award Vesting Rights, Percentage | 33.00% | ||||
25% over a period of two years from the grant date [Member] | Employee Stock Option [Member] | |||||
Aggregate Intrinsic Value | |||||
Vesting period | 2 years | ||||
Award Vesting Rights, Percentage | 25.00% | ||||
75% over a period of three years from the grant date [Member] | Employee Stock Option [Member] | |||||
Aggregate Intrinsic Value | |||||
Vesting period | 3 years | ||||
Award Vesting Rights, Percentage | 75.00% | ||||
four years from the grant date [Member] | Employee Stock Option [Member] | |||||
Aggregate Intrinsic Value | |||||
Vesting period | 4 years | ||||
25% over a period of four years from the grant date [Member] | Employee Stock Option [Member] | |||||
Aggregate Intrinsic Value | |||||
Vesting period | 4 years | ||||
Award Vesting Rights, Percentage | 25.00% |
STOCK-BASED COMPENSATION (Det63
STOCK-BASED COMPENSATION (Details - RSU and RSA Rollforwards) - USD ($) $ / shares in Units, $ in Millions | Jul. 25, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
RSUs | ||||
STOCK-BASED COMPENSATION | ||||
Unrecognized compensation cost | $ 13.9 | |||
Weighted-average period for recognition of unrecognized compensation cost | 1 year 9 months 20 days | |||
Nonvested RSUs and RSAs, Number of Shares | ||||
Nonvested at the beginning of the period (in shares) | 152,374 | |||
Granted (in shares) | 94,783 | |||
Vested (in shares) | (78,631) | |||
Forfeited (in shares) | (15,697) | |||
Nonvested at the end of the period (in shares) | 152,829 | 152,374 | ||
Nonvested RSUs and RSAs, Weighted Average Grant Date Fair Value | ||||
Nonvested at the beginning of the period (in dollars per share) | $ 65.64 | |||
Granted (in dollars per share) | 152.45 | |||
Vested (in dollars per share) | 57.92 | |||
Forfeited (in dollars per share) | 82.99 | |||
Nonvested at the end of the period (in dollars per share) | $ 121.68 | $ 65.64 | ||
Fair value of RSUs and RSAs that vested during the year | $ 11.5 | $ 10.1 | $ 11 | |
Performance Shares [Member] | ||||
Nonvested RSUs and RSAs, Number of Shares | ||||
Nonvested at the beginning of the period (in shares) | 44,509,000 | |||
Granted (in shares) | 119,015 | 80,880,000 | ||
Vested (in shares) | (1,931,000) | |||
Forfeited (in shares) | (12,253,000) | |||
Nonvested at the end of the period (in shares) | 111,205,000 | 44,509,000 | ||
Nonvested RSUs and RSAs, Weighted Average Grant Date Fair Value | ||||
Nonvested at the beginning of the period (in dollars per share) | $ 88.28 | |||
Granted (in dollars per share) | 186.85 | |||
Vested (in dollars per share) | 96.46 | |||
Forfeited (in dollars per share) | 83.60 | |||
Nonvested at the end of the period (in dollars per share) | $ 160.34 | $ 88.28 | ||
Fair value of RSUs and RSAs that vested during the year | $ 0.4 | $ 0.2 | ||
Restricted Stock | ||||
STOCK-BASED COMPENSATION | ||||
Unrecognized compensation cost | $ 13.5 | |||
Weighted-average period for recognition of unrecognized compensation cost | 1 year 8 months 8 days | |||
Nonvested RSUs and RSAs, Number of Shares | ||||
Nonvested at the beginning of the period (in shares) | 14,464 | |||
Granted (in shares) | 0 | |||
Vested (in shares) | (14,464) | |||
Forfeited (in shares) | 0 | |||
Nonvested at the end of the period (in shares) | 0 | 14,464 | ||
Nonvested RSUs and RSAs, Weighted Average Grant Date Fair Value | ||||
Nonvested at the beginning of the period (in dollars per share) | $ 25.14 | |||
Granted (in dollars per share) | 0 | |||
Vested (in dollars per share) | 25.14 | |||
Forfeited (in dollars per share) | 0 | |||
Nonvested at the end of the period (in dollars per share) | $ 0 | $ 25.14 | ||
Fair value of RSUs and RSAs that vested during the year | $ 2.1 | $ 3.9 | $ 4.1 | |
Minimum [Member] | Performance Shares [Member] | ||||
Nonvested RSUs and RSAs, Weighted Average Grant Date Fair Value | ||||
Vesting period | 4 months | |||
Maximum [Member] | Performance Shares [Member] | ||||
Nonvested RSUs and RSAs, Weighted Average Grant Date Fair Value | ||||
Vesting period | 4 years |
STOCK-BASED COMPENSATION (Det64
STOCK-BASED COMPENSATION (Details - CEO Awards) - USD ($) | Jan. 02, 2018 | Jul. 26, 2017 | Jul. 25, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | May 24, 2017 |
STOCK-BASED COMPENSATION | |||||||
Share price | $ 340.45 | $ 156.70 | |||||
Target Grant Date Value of Performance Based Equity Compensation | $ 87,500,000 | ||||||
Granted (in dollars per share) | $ 183.80 | ||||||
Percentage, Target Grant Date Value of Performance Based Equity Compensation, Restricted Stock Awards | 25.00% | ||||||
Percentage, Target Grant Date Value of Performance Based Equity Compensation, Nonqualified Stock Options | 75.00% | ||||||
Targeted Total Shareholder Return Performance, Nonqualified Stock Options | 110.00% | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 402,694 | ||||||
Non-cash stock-based compensation expense before income taxes | $ 23,361,000 | $ 9,647,000 | $ 8,508,000 | ||||
Annaul Grant Limit Per Employee, Shares | 672,500 | ||||||
Future Issuance of Performance-based Nonqualified Stock Options, Target | 58,010 | ||||||
Weighted average fair value (in dollars per share) | $ 105.15 | $ 40.05 | $ 27.60 | ||||
Maximum [Member] | |||||||
STOCK-BASED COMPENSATION | |||||||
Targeted Total Shareholder Return Performance, Nonqualified Stock Options | 167.00% | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 672,499 | ||||||
Minimum [Member] | |||||||
STOCK-BASED COMPENSATION | |||||||
Targeted Total Shareholder Return Performance, Nonqualified Stock Options | 70.00% | ||||||
Performance Shares [Member] | |||||||
STOCK-BASED COMPENSATION | |||||||
Performance Awards Earned | 10,309 | ||||||
Granted (in shares) | 119,015 | 80,880,000 | |||||
Non-cash stock-based compensation expense before income taxes | $ 3,100,000 | ||||||
Performance Options [Member] | |||||||
STOCK-BASED COMPENSATION | |||||||
Expected Volatility Rate, Minimum | 50.00% | ||||||
Unrecognized compensation cost | $ 52,600,000 | ||||||
Weighted-average period for recognition of unrecognized compensation cost | 4 years 9 months | ||||||
Dividend yield | 0.00% | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 402,694 | 0 | |||||
Performance Awards Earned | 167,742 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 183.80 | $ 0 | |||||
Granted (in shares) | 402,694 | ||||||
Granted (in dollars per share) | $ 183.80 | ||||||
Allocated Share-based Compensation Expense, Jan 2 2018 CEO Awards | $ 4,800,000 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 0 | ||||||
Exercised (in dollars per share) | $ 0 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period | 0 | ||||||
Forfeited (in dollars per share) | $ 0 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Expirations in Period | 0 | ||||||
Expired (in dollars per share) | $ 0 | ||||||
Outstanding at the end of the period | 9 years 6 months 25 days | ||||||
Outstanding at the end of the period | $ 63,082,000 | ||||||
Options exercisable at the end of the period (in shares) | 0 | ||||||
Options exercisable at the end of the period (in dollars per share) | $ 0 | ||||||
Options exercisable at the end of the period | 0 years | ||||||
Options exercisable at the end of the period | $ 0 | ||||||
Maximum Potential Future Issuance of Performance Stock Options | 769,376 | ||||||
Non-cash stock-based compensation expense before income taxes | $ 1,000,000 | ||||||
Weighted average fair value (in dollars per share) | $ 142.45 | ||||||
Expected Volatility Rate, Maximum | 50.00% | ||||||
Risk Free Interest Rate, Minimum | 2.12% | ||||||
Risk Free Interest Rate, Maximum | 2.12% | ||||||
Performance Options [Member] | Maximum [Member] | |||||||
STOCK-BASED COMPENSATION | |||||||
Expected Term, Simplified Method | P7Y6M | ||||||
Performance Options [Member] | Minimum [Member] | |||||||
STOCK-BASED COMPENSATION | |||||||
Expected Term, Simplified Method | P7Y6M | ||||||
Subsequent Event [Member] | |||||||
STOCK-BASED COMPENSATION | |||||||
Granted (in dollars per share) | $ 340.25 | ||||||
Future Issuance of Performance-based Nonqualified Stock Options, Target | 58,010 | ||||||
Subsequent Event [Member] | Performance Shares [Member] | |||||||
STOCK-BASED COMPENSATION | |||||||
Future Issuance of Performance-based Shares | $ 119,015 | ||||||
Future Issuance of Performance-based Nonqualified Stock Options, Target | 26,674 | ||||||
Subsequent Event [Member] | Performance Options [Member] | |||||||
STOCK-BASED COMPENSATION | |||||||
Future Issuance of Performance-based Nonqualified Stock Options, Target | 31,336 |
INCOME TAXES (Details - Income
INCOME TAXES (Details - Income Tax Provision Components) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Current income tax expense: | |||
Federal | $ 10,055 | $ 11,519 | $ 5,847 |
State | 2,606 | 2,480 | 1,149 |
Current income tax expense | 12,661 | 13,999 | 6,996 |
Deferred income tax (benefit) provision: | |||
Federal | (3,805) | 3,703 | (19,676) |
State | (2,565) | 2,664 | (10,293) |
Deferred income tax (benefit) provision | (6,370) | 6,367 | (29,969) |
Income tax expense (benefit) | $ 6,291 | $ 20,366 | $ (22,973) |
INCOME TAXES (Details - Incom66
INCOME TAXES (Details - Income Tax Reconciliation when Applying the Statutory Federal Tax Rate) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
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 at the federal statutory rate of 35% | $ 8,998 | $ 18,051 | $ 9,920 | |
State income taxes, net of effect of federal tax benefit | (268) | 4,038 | 1,480 | |
Impact of Tax Cuts and Jobs Act | $ 9,100 | 9,062 | 0 | 0 |
Excess Tax Deductions on Non-Cash Compensation | (11,134) | 0 | 0 | |
Change in (release of) valuation allowance | 593 | (416) | (34,409) | |
Research and experimentation tax credit | (1,318) | (2,574) | 0 | |
Other, net | 358 | 1,267 | 36 | |
Income tax expense (benefit) | $ 6,291 | $ 20,366 | $ (22,973) | |
Federal Statutory Income Tax Rate (as a percent) | 35.00% | 35.00% | 35.00% |
INCOME TAXES (Details - Deferre
INCOME TAXES (Details - Deferred Income Taxes - Components) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred tax assets: | ||||
Provision for accrued expenses | $ 4,368 | $ 8,056 | ||
Net operating loss carryforwards (a) | 6,296 | 8,548 | ||
Non-cash compensation expense | 8,929 | 5,699 | ||
Goodwill | 0 | 1,825 | ||
Contingent liabilities | 6,666 | 0 | ||
Other | 2,138 | 139 | ||
Total gross deferred tax assets | 28,397 | 24,267 | ||
Less: valuation allowance (b) | (2,694) | (2,101) | $ (2,341) | $ (40,121) |
Total deferred tax assets, net of the valuation allowance | 25,703 | 22,166 | ||
Deferred tax liabilities: | ||||
Intangible and other assets | (1,960) | (2,704) | ||
Other | (1,160) | (1,071) | ||
Total gross deferred tax liabilities | (3,120) | (3,775) | ||
Net deferred taxes | 22,583 | $ 18,391 | ||
Federal | ||||
Deferred tax liabilities: | ||||
Operating loss carryforwards | 5,800 | |||
State | ||||
Deferred tax liabilities: | ||||
State operating loss carryforwards | $ 190,400 |
INCOME TAXES (Details - Defer68
INCOME TAXES (Details - Deferred Income Taxes - BS Presentation) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Income Tax Disclosure [Abstract] | ||
Deferred income tax assets | $ 20,156 | $ 14,610 |
Non-current assets of discontinued operations | 2,427 | 3,781 |
Net deferred taxes | $ 22,583 | $ 18,391 |
INCOME TAXES (Details - Valuati
INCOME TAXES (Details - Valuation Allowance) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||
Operating Loss Carryforwards, Valuation Allowance | $ 2,700 | $ 2,100 | |
Valuation Allowance [Abstract] | |||
Balance, beginning of the period | 2,101 | 2,341 | $ 40,121 |
Change in valuation allowance | 593 | (240) | (37,780) |
Balance, end of the period | $ 2,694 | $ 2,101 | $ 2,341 |
INCOME TAXES (Details - Unrecog
INCOME TAXES (Details - Unrecognized Tax Benefits) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Reconciliation of unrecognized tax benefits, excluding interest | |||
Balance, beginning of the period | $ 550 | $ 19 | |
Additions based on tax positions of the current year | 198 | 550 | |
Lapse of statute of limitations | 0 | (19) | |
Balance, end of the period | 748 | 550 | $ 19 |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense | $ 100 | ||
Unrecognized Tax Benefits Including Interest | $ 700 | $ 600 |
CONVERTIBLE DEBT (Details)
CONVERTIBLE DEBT (Details) - USD ($) $ / shares in Units, $ in Thousands | May 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||||
Convertible Debt | $ 300,000 | $ 300,000 | $ 0 | |
Interest rate | 0.625% | 0.625% | ||
Debt Conversion, Number of Shares of Common Stock Convertible per $1,000 of Principal Notes | 4.8163 | |||
Convertible Preferred Stock, Terms of Conversion | 1,000 | |||
Debt Instrument, Convertible, Conversion Price | $ 207.63 | |||
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | 130.00% | |||
Debt Instrument, Redemption Price, Percentage | 100.00% | |||
Nonconvertible Debt Borrowing Rate at the Date of Issuance | 5.36% | |||
Convertible Debt, Noncurrent | $ 238,400 | |||
Debt Instrument, Convertible, Carrying Amount of Equity Component | 61,600 | |||
Interest Expense, Debt | $ 8,200 | |||
Interest Expense, Debt, Excluding Amortization | 1,100 | |||
Amortization of convertible debt discount | 6,385 | 0 | $ 0 | |
Amortization of debt issuance costs | 1,032 | 245 | $ 47 | |
Debt Issuance Costs, Gross | 9,300 | |||
Debt issuance costs, equity component | 1,900 | |||
Long-term Debt, Fair Value | 522,600 | |||
Debt Issuance Costs, Net [Abstract] | ||||
Gross carrying amount | 300,000 | 300,000 | 0 | |
Unamortized debt discount | 55,202 | 0 | ||
Debt issuance costs | $ 7,400 | 6,599 | 0 | |
Net carrying amount | 238,199 | $ 0 | ||
Convertible Notes Payable [Member] | ||||
Debt Instrument [Line Items] | ||||
Amortization of debt issuance costs | $ 700 |
CONVERTIBLE NOTE HEDGE AND WARR
CONVERTIBLE NOTE HEDGE AND WARRANTS (Details) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions | May 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | May 24, 2017 |
Debt Disclosure [Abstract] | |||||
Net proceeds from the Convertible Notes used to pay for the cost of the Convertible Note Hedge | $ 18,100 | ||||
Payments for Hedge, Financing Activities | $ 61,500 | $ 61,500 | $ 0 | $ 0 | |
Number of Shares Covered by the Hedge Transactions | 1.4 | ||||
Debt Instrument, Convertible, Conversion Price | $ 207.63 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 266.39 | ||||
Premium of warrant strike price over sales price of common stock | 70.00% | ||||
Share price | $ 340.45 | $ 156.70 | |||
Proceeds from the sale of warrants | $ 43,400 | $ 43,410 | $ 0 | $ 0 |
REVOLVING CREDIT FACILITY (Deta
REVOLVING CREDIT FACILITY (Details) - USD ($) | Nov. 21, 2017 | Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Oct. 22, 2015 |
Line of Credit Facility [Line Items] | ||||||
Ratio of Debt to EBITDA Step-Down | 4 | |||||
Ratio of Debt to EBITDA Increase | 0.5 | |||||
Write-off of previously-capitalized debt issuance costs | $ 90,000 | $ 0 | $ 0 | |||
Revolving Credit Facility [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Revolving credit facility, current borrowing capacity | $ 250,000,000 | $ 125,000,000 | ||||
Revolving credit facility, term | 5 years | |||||
Revolving credit facility, conditional increase to borrowing capacity | $ 100,000,000 | |||||
Line of Credit Facility, Collateral, Percent of Domestic Subsidiaries Equity | 100.00% | |||||
Line of Credit Facility, Collateral, Percent of Voting Equity | 66.00% | |||||
Line of Credit Facility, Collateral, Percent of Non-Voting Equity | 100.00% | |||||
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% | |||||
Write-off of previously-capitalized debt issuance costs | $ 100,000 | |||||
Revolving credit facility, debt issuance costs | $ 1,400,000 | |||||
Swingline Facility [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Revolving credit facility, current borrowing capacity | 10,000,000 | |||||
Letter of Credit [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Revolving credit facility, current borrowing capacity | $ 10,000,000 | |||||
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 | 1.25% | |||||
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 | 1.25% | |||||
Minimum [Member] | Base Rate [Member] | Revolving Credit Facility [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Revolving credit facility, basis spread on variable rate | 0.25% | |||||
Maximum [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Ratio of Debt to EBITDA to Increase Revolving Commitment | 2.50 | |||||
Ratio of Debt to EBITDA | 4.5 | |||||
Maximum [Member] | Revolving Credit Facility [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Revolving credit facility, unused capacity, commitment fee percentage | 0.45% | |||||
Revolving credit facility, letter of credit participation fee percentage | 2.00% | |||||
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 | 2.00% | |||||
Maximum [Member] | Base Rate [Member] | Revolving Credit Facility [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Revolving credit facility, basis spread on variable rate | 1.00% |
COMMITMENTS (Details - Operatin
COMMITMENTS (Details - Operating Leases) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Future minimum payments under operating lease | |||
Operating Leases, Future Minimum Payments, Due in One Year | $ 1,754 | ||
Operating Leases, Future Minimum Payments, Due in Two Years | 1,811 | ||
Operating Leases, Future Minimum Payments, Due in Three Years | 1,389 | ||
Operating Leases, Future Minimum Payments, Due in Four Years | 63 | ||
Operating Leases, Future Minimum Payments, Due in Five Years | 59 | ||
Total | 5,076 | ||
Operating Leases, Rent Expense, Net | $ 2,000 | $ 1,600 | $ 1,200 |
COMMITMENTS (Details - Bonds)
COMMITMENTS (Details - Bonds) $ in Thousands | Dec. 31, 2017USD ($) |
Commitment | |
Total Amounts Committed | $ 4,533 |
Less Than 1 year | 4,508 |
1-3 years | 25 |
3-5 years | 0 |
More Than 5 years | 0 |
Surety bond | |
Commitment | |
Total Amounts Committed | 4,393 |
Less Than 1 year | 4,368 |
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 |
COMMITMENTS - Other (Details)
COMMITMENTS - Other (Details) $ in Millions | Dec. 31, 2017USD ($) |
Minimum [Member] | |
Other Commitments [Line Items] | |
Other Commitment | $ 2.8 |
Maximum [Member] | |
Other Commitments [Line Items] | |
Other Commitment | $ 4.3 |
CONTINGENCIES (Details)
CONTINGENCIES (Details) $ in Thousands | Sep. 08, 2010patent | Feb. 29, 2016 | Dec. 31, 2013claim | Jun. 30, 2015USD ($) | Dec. 31, 2014USD ($)loan | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Sep. 30, 2014USD ($) | Mar. 12, 2014patent |
Contingencies | |||||||||
Accrued litigation liabilities | $ 346 | $ 736 | |||||||
Loss Contingency, Damages Sought | 61 | ||||||||
Loss Contingency, Number of Defendants | 149 | ||||||||
Lehman Brothers Holdings, Inc. Demand Letter [Member] | |||||||||
Contingencies | |||||||||
Loss Contingencies, Number of Loans Sold with Losses | loan | 64 | ||||||||
Settled Litigation [Member] | Lending Tree v. Zillow, Inc. | |||||||||
Contingencies | |||||||||
Number of patents infringed | patent | 1 | ||||||||
Number of patents found not infringed upon | patent | 2 | ||||||||
Litigation Settlement, Amount Awarded to Other Party | $ 1,100 | $ 2,300 | |||||||
Pending litigation or appeal | Residential Funding Co. v Home Loan Center [Member] | |||||||||
Contingencies | |||||||||
Accrued litigation liabilities | 3,000 | ||||||||
Number of Loan Originators | 80 | ||||||||
Loss Contingency, Pending Claims, Number | claim | 2 | ||||||||
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 | $ 4,000 | |||||||
Maximum [Member] | Settled Litigation [Member] | 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, 2017 | Dec. 31, 2016 | Sep. 19, 2017 | Jun. 14, 2017 | Nov. 16, 2016 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||
Balance at January 1 | $ 23,100,000 | $ 0 | |||
Transfers into Level 3 | 0 | 0 | |||
Transfers out of Level 3 | 0 | 0 | |||
Total net (gains) losses included in earnings (realized and unrealized) | 23,931,000 | 0 | |||
Additions | 11,318,000 | 23,100,000 | |||
Payments | (1,000,000) | 0 | |||
Balance at December 31 | $ 57,349,000 | $ 23,100,000 | |||
Minimum [Member] | |||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||
Contingent consideration on acquisition date | $ 0 | $ 1,000,000 | $ 22,500,000 | ||
Maximum [Member] | |||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||
Contingent consideration on acquisition date | $ 9,000,000 | $ 8,000,000 | $ 45,000,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2017USD ($) | Dec. 31, 2017USD ($)directors | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Related Party Transactions [Abstract] | ||||
Number Of Board Of Directors Also Serving As Director To Marketing Partner Of The Company | directors | 1 | |||
Expenses incurred for related parties | $ 1.2 | $ 1.3 | $ 0.7 | |
Charitable Contribution | $ 10 |
BENEFIT PLANS (Details)
BENEFIT PLANS (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Defined Contribution Plan [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 | $ 18,000,000 | $ 18,000,000 |
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 | $ 900,000 | $ 700,000 | $ 500,000 |
DISCONTINUED OPERATIONS (Detail
DISCONTINUED OPERATIONS (Details - Disposal Groups) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Revenue and net income (loss) of discontinued operations | |||||||||||
Revenue | $ (750) | $ 1,325 | $ 6 | ||||||||
Income (loss) before income taxes | (5,909) | (5,728) | (5,047) | ||||||||
Income tax benefit | 2,069 | 2,014 | 1,778 | ||||||||
Income (loss) from discontinued operations | $ 1,208 | $ 1,011 | $ 689 | $ 932 | $ 697 | $ 664 | $ 1,150 | $ 1,203 | 3,840 | 3,714 | 3,269 |
Loan loss obligations | Discontinued operations | Lending Tree Loans | |||||||||||
Revenue and net income (loss) of discontinued operations | |||||||||||
(Recoveries) provisions | $ 750 | $ (1,323) | $ 0 |
DISCONTINUED OPERATIONS (Deta82
DISCONTINUED OPERATIONS (Details - LendingTree Loans) $ in Thousands | Oct. 15, 2015USD ($)investor | Jun. 07, 2012 | Dec. 31, 2014USD ($) | Jun. 30, 2014buyer | Dec. 31, 2017USD ($)investor | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Jun. 06, 2012USD ($) |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Restricted cash and cash equivalents | $ 4,091 | $ 4,089 | ||||||
Decrease in restricted cash | 2 | (2,452) | $ (12,175) | |||||
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 | $ 4,034 | 4,032 | ||||||
Loan loss obligations | Lending Tree Loans | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Payment for settlement with buyers of previously purchased loans | $ 600 | $ 5,400 | ||||||
Loss Contingencies, Number of Loans Sold to one investor | 40.00% | |||||||
Discontinued operations | Lending Tree Loans | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Guarantee Obligations, Number of Investors to whom Loans Guaranteed | investor | 1 | 2 | ||||||
Discontinued operations | Loan loss obligations | Lending Tree Loans | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
(Recoveries) provisions | $ 750 | (1,323) | 0 | |||||
Number of buyers of previously purchased limited documentation loans | buyer | 2 | |||||||
Amount of reserve for contingencies | $ 8,750 | 7,554 | 6,804 | $ 8,127 | ||||
Investor One [Member] | Loan loss obligations | Lending Tree Loans | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [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] | Discontinued operations | Loan loss obligations | Lending Tree Loans | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
(Recoveries) provisions | $ 1,800 | |||||||
Minimum [Member] | Discontinued operations | Loan loss obligations | Lending Tree Loans | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Loss Contingency, Estimate of Possible Loss | 4,300 | |||||||
Maximum [Member] | Discontinued operations | Loan loss obligations | Lending Tree Loans | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Loss Contingency, Estimate of Possible Loss | $ 7,800 |
DISCONTINUED OPERATIONS (Deta83
DISCONTINUED OPERATIONS (Details - Loan Loss Obligations) loan in Thousands, $ in Thousands | Oct. 15, 2015USD ($)investor | Jun. 07, 2012 | Dec. 31, 2014USD ($) | Jun. 30, 2014buyer | Dec. 31, 2017USD ($)investor | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2017USD ($)loan | Dec. 31, 2017USD ($)loan | Dec. 31, 2016USD ($) | Jun. 06, 2012USD ($)loan |
Loss Contingencies [Line Items] | |||||||||||
Restricted cash and cash equivalents | $ 4,091 | $ 4,089 | |||||||||
Decrease in restricted cash | $ 2 | $ (2,452) | $ (12,175) | ||||||||
Cash and Cash Equivalents, Period Increase (Decrease) | $ 277,419 | (115,844) | 120,763 | ||||||||
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 | |||||||||
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 | ||||||||||
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 | $ 6,804 | 8,127 | 8,750 | $ 7,554 | $ 7,554 | 6,804 | ||||
Loan loss reserve, beginning of period | 6,804 | 8,127 | 8,750 | ||||||||
Provision adjustments | 750 | (1,323) | 0 | ||||||||
Charge-offs to reserves | 0 | 0 | 623 | ||||||||
Loan loss reserve, end of period | $ 8,750 | $ 7,554 | 6,804 | $ 8,127 | $ 7,554 | ||||||
Loss Contingencies, Number of Loans Subsequently Settled | loan | (172) | ||||||||||
Loss Contingencies,Value of Loans Subsequently Settled | $ (28,800,000) | ||||||||||
Loss Contingencies, Number of Unsettled Loans Remaining | loan | 62 | ||||||||||
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 | 4,034 | $ 4,032 | |||||||||
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 | 4,300 | ||||||||||
Maximum [Member] | Loan loss obligations | Lending Tree Loans | Discontinued operations | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Range of possible loss, minimum | $ 7,800 |
SEGMENT INFORMATION (Details)
SEGMENT INFORMATION (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2017USD ($)segment | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
SEGMENT INFORMATION | |||||||||||
Number of reportable segments | segment | 1 | ||||||||||
Revenue | $ 160,954 | $ 171,494 | $ 152,773 | $ 132,515 | $ 100,841 | $ 94,558 | $ 94,290 | $ 94,713 | $ 617,736 | $ 384,402 | $ 254,216 |
Mortgage Products [Member] | |||||||||||
SEGMENT INFORMATION | |||||||||||
Revenue | 275,910 | 219,991 | 165,272 | ||||||||
Non-mortgage Products [Member] | |||||||||||
SEGMENT INFORMATION | |||||||||||
Revenue | $ 341,826 | $ 164,411 | $ 88,944 |
QUARTERLY FINANCIAL INFORMATI85
QUARTERLY FINANCIAL INFORMATION (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Quarterly Financial Information [Abstract] | |||||||||||
Revenue | $ 160,954 | $ 171,494 | $ 152,773 | $ 132,515 | $ 100,841 | $ 94,558 | $ 94,290 | $ 94,713 | $ 617,736 | $ 384,402 | $ 254,216 |
Operating income (loss) | (175) | 17,455 | 8,969 | 6,884 | 13,402 | 14,150 | 12,715 | 11,845 | 33,133 | 52,112 | 28,514 |
Income (loss) from continuing operations | (6,518) | 10,131 | 8,007 | 7,798 | 8,021 | 7,280 | 9,002 | 6,905 | 19,418 | 31,208 | 51,316 |
Income (loss) from discontinued operations | (1,208) | (1,011) | (689) | (932) | (697) | (664) | (1,150) | (1,203) | (3,840) | (3,714) | (3,269) |
Net income (loss) and comprehensive income (loss) | $ (7,726) | $ 9,120 | $ 7,318 | $ 6,866 | $ 7,324 | $ 6,616 | $ 7,852 | $ 5,702 | $ 15,578 | $ 27,494 | $ 48,047 |
Basic (in dollars per share) | $ (0.54) | $ 0.84 | $ 0.67 | $ 0.66 | $ 0.68 | $ 0.62 | $ 0.76 | $ 0.58 | $ 1.63 | $ 2.64 | $ 4.46 |
Diluted (in dollars per share) | (0.54) | 0.74 | 0.59 | 0.58 | 0.63 | 0.57 | 0.71 | 0.54 | 1.42 | 2.44 | 4.09 |
Income (loss) per share from discontinued operations: | |||||||||||
Basic (in dollars per share) | (0.10) | (0.08) | (0.06) | (0.08) | (0.06) | (0.06) | (0.10) | (0.10) | |||
Diluted (in dollars per share) | (0.10) | (0.07) | (0.05) | (0.07) | (0.05) | (0.05) | (0.09) | (0.09) | |||
Income per share from continuing operations: | |||||||||||
Basic (in dollars per share) | (0.64) | 0.76 | 0.61 | 0.58 | 0.62 | 0.56 | 0.67 | 0.48 | 1.30 | 2.33 | 4.17 |
Diluted (in dollars per share) | $ (0.64) | $ 0.66 | $ 0.54 | $ 0.51 | $ 0.57 | $ 0.52 | $ 0.62 | $ 0.44 | $ 1.14 | $ 2.15 | $ 3.83 |
Charitable Contribution | $ 10,000 | ||||||||||
Provisional estimate for remeasurement of deferred tax assets and liabilities from Tax Cuts and Jobs Act | $ 9,100 | $ 9,062 | $ 0 | $ 0 |