Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2019	Oct. 21, 2019
Cover page.
Entity Interactive Data Current	Yes
Title of 12(b) Security	Common Stock, $0.01 par value per share
Entity Address, Address Line One	11115 Rushmore Drive
Entity Incorporation, State or Country Code	DE
Entity File Number	001-34063
Document Quarterly Report	true
Document Transition Report	false
Entity Registrant Name	LendingTree, Inc.
Entity Central Index Key	0001434621
Document Type	10-Q
Document Period End Date	Sep. 30, 2019
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		12,999,152
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	Q3
Entity Emerging Growth Company	false
Entity Small Business	false
Entity Shell Company	false
Entity Tax Identification Number	26-2414818
Entity Address, City or Town	Charlotte
Entity Address, State or Province	NC
Entity Address, Postal Zip Code	28277
City Area Code	704
Local Phone Number	541-5351
Trading Symbol	TREE
Security Exchange Name	NASDAQ

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Revenue	$ 310,605	$ 197,057	$ 851,416	$ 562,193
Costs and expenses:
Cost of revenue (exclusive of depreciation and amortization shown separately below)	17,671	10,838	51,651	22,577
Selling and marketing expense	200,818	124,400	567,338	374,390
General and administrative expense	30,323	22,980	89,391	70,553
Product development	10,200	6,608	30,541	18,835
Depreciation	2,696	1,895	7,737	5,199
Amortization of intangibles	13,778	5,701	41,485	13,628
Change in fair value of contingent consideration	3,839	2,105	21,221	1,197
Severance	179	2,328	636	2,331
Litigation settlements and contingencies	(92)	(88)	(291)	(280)
Total costs and expenses	279,412	176,767	809,709	508,430
Operating income	31,193	20,290	41,707	53,763
Other (expense) income, net:
Interest expense, net	(4,845)	(2,393)	(15,408)	(8,305)
Other income (expense)	4	(69)	143	(106)
Income before income taxes	26,352	17,828	26,442	45,352
Income tax (expense) benefit	(1,889)	10,534	11,552	63,716
Net income from continuing operations	24,463	28,362	37,994	109,068
Loss from discontinued operations, net of tax	(20,199)	(2,634)	(22,024)	(9,269)
Net income and comprehensive income	$ 4,264	$ 25,728	$ 15,970	$ 99,799
Weighted average shares outstanding:
Basic	12,890	12,799	12,805	12,437
Diluted	14,632	13,850	14,629	14,299
Income per share from continuing operations:
Basic (in dollars per share)	$ 1.90	$ 2.22	$ 2.97	$ 8.77
Diluted (in dollars per share)	1.67	2.05	2.60	7.63
Loss per share from discontinued operations:
Basic (in dollars per share)	(1.57)	(0.21)	(1.72)	(0.75)
Diluted (in dollars per share)	(1.38)	(0.19)	(1.51)	(0.65)
Net income per share:
Basic (in dollars per share)	0.33	2.01	1.25	8.02
Diluted (in dollars per share)	$ 0.29	$ 1.86	$ 1.09	$ 6.98

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
ASSETS:
Cash and cash equivalents	$ 50,497	$ 105,102
Restricted cash and cash equivalents	259	56
Accounts receivable (net of allowance of $1,823 and $1,143, respectively)	140,843	91,072
Prepaid and other current assets	12,914	16,428
Assets held for sale	0	21,328
Current assets of discontinued operations	0	185
Total current assets	204,513	234,171
Property and equipment (net of accumulated depreciation of $16,068 and $13,887, respectively)	31,192	23,175
Goodwill	419,935	348,347
Intangible assets, net	195,337	205,699
Deferred income tax assets	90,983	79,289
Other non-current assets	29,278	2,168
Non-current assets of discontinued operations	7,953	3,266
Total assets	979,191	896,115
LIABILITIES:
Revolving credit facility	85,000	125,000
Accounts payable, trade	19,492	15,074
Accrued expenses and other current liabilities	109,618	93,190
Current contingent consideration	32,955	11,080
Current liabilities of discontinued operations	31,721	17,609
Total current liabilities	278,786	261,953
Long-term debt	260,973	250,943
Non-current contingent consideration	21,103	27,757
Deferred income tax liabilities	711	894
Other non-current liabilities	28,354	8,360
Total liabilities	589,927	549,907
Commitments and contingencies
SHAREHOLDERS' EQUITY:
Preferred stock $.01 par value; 5,000,000 shares authorized; none issued or outstanding	0	0
Common stock $.01 par value; 50,000,000 shares authorized; 15,635,268 and 15,428,351 shares issued, respectively, and 12,998,101 and 12,809,764 shares outstanding, respectively	156	154
Additional paid-in capital	1,165,597	1,134,227
Accumulated deficit	(594,512)	(610,482)
Treasury stock; 2,637,167 and 2,618,587 shares, respectively	(181,977)	(177,691)
Total shareholders' equity	389,264	346,208
Total liabilities and shareholders' equity	979,191	896,115
Common Stock
SHAREHOLDERS' EQUITY:
Total shareholders' equity	156	154
Additional Paid-in Capital
SHAREHOLDERS' EQUITY:
Total shareholders' equity	1,165,597	1,134,227
Accumulated Deficit
SHAREHOLDERS' EQUITY:
Total shareholders' equity	(594,512)	(610,482)
Treasury Stock
SHAREHOLDERS' EQUITY:
Total shareholders' equity	$ (181,977)	$ (177,691)

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Statement of Financial Position [Abstract]
Accounts receivable, allowance (in dollars)	$ 1,823	$ 1,143
Accumulated depreciation of property and equipment	$ 16,068	$ 13,887
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	15,635,268	15,428,351
Common stock, outstanding shares	12,998,101	12,809,764
Treasury stock, shares	2,637,167	2,618,587

CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Treasury Stock	Comprehensive Income (Loss)	Noncontrolling interest
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
Net (loss) income and comprehensive (loss) income				31,524		$ 31,524
Non-cash compensation	11,109		11,109
Purchase of treasury stock	(11,000)				$ (11,000)
Purchase of treasury stock (in shares)					30,000
Issuance of common stock for stock options, restricted stock awards and restricted stock units, net of withholding taxes	2,057	$ 5	2,052
Issuance of common stock for stock options, restricted stock awards and restricted stock units, net of withholding taxes (in shares)		473,000
Cumulative effect adjustment due to ASU 2014-09	1,373			1,373
Noncontrolling interest	(34)						(34)
Balance at Mar. 31, 2018	329,903	$ 147	1,100,743	(675,457)	$ (96,085)		555
Balance (in shares) at Mar. 31, 2018		14,691,000			2,269,000
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
Net (loss) income and comprehensive (loss) income	99,799
Purchase of treasury stock	$ (57,200)
Purchase of treasury stock (in shares)	205,310
Balance at Sep. 30, 2018	$ 376,466	$ 154	1,125,185	(607,182)	$ (142,268)		577
Balance (in shares) at Sep. 30, 2018		15,390,000			2,444,000
Balance at Mar. 31, 2018	329,903	$ 147	1,100,743	(675,457)	$ (96,085)		555
Balance (in shares) at Mar. 31, 2018		14,691,000			2,269,000
Increase (Decrease) in Stockholders' Equity
Net (loss) income and comprehensive (loss) income				42,547		42,547
Non-cash compensation	11,178		11,178
Purchase of treasury stock	(35,003)				$ (35,003)
Purchase of treasury stock (in shares)					127,000
Issuance of common stock for stock options, restricted stock awards and restricted stock units, net of withholding taxes	(1,225)	$ 4	(1,229)
Issuance of common stock for stock options, restricted stock awards and restricted stock units, net of withholding taxes (in shares)		447,000
Issuance of 0.625% Convertible Senior Notes, net	(4)		(4)
Noncontrolling interest	32						32
Balance at Jun. 30, 2018	347,428	$ 151	1,110,688	(632,910)	$ (131,088)		587
Balance (in shares) at Jun. 30, 2018		15,138,000			2,396,000
Increase (Decrease) in Stockholders' Equity
Net (loss) income and comprehensive (loss) income	25,728			25,728		25,728
Non-cash compensation	12,097		12,097
Purchase of treasury stock	(11,180)				$ (11,180)
Purchase of treasury stock (in shares)					48,000
Issuance of common stock for stock options, restricted stock awards and restricted stock units, net of withholding taxes	2,404	$ 3	2,401
Issuance of common stock for stock options, restricted stock awards and restricted stock units, net of withholding taxes (in shares)		252,000
Issuance of 0.625% Convertible Senior Notes, net	(1)		(1)
Noncontrolling interest	(10)						(10)
Balance at Sep. 30, 2018	376,466	$ 154	1,125,185	(607,182)	$ (142,268)		$ 577
Balance (in shares) at Sep. 30, 2018		15,390,000			2,444,000
Balance at Dec. 31, 2018	346,208	$ 154	1,134,227	(610,482)	$ (177,691)
Balance (in shares) at Dec. 31, 2018		15,428,000			2,618,000
Increase (Decrease) in Stockholders' Equity
Net (loss) income and comprehensive (loss) income				(512)		(512)
Non-cash compensation	14,053		14,053
Purchase of treasury stock	(3,976)				$ (3,976)
Purchase of treasury stock (in shares)					18,000
Issuance of common stock for stock options, restricted stock awards and restricted stock units, net of withholding taxes	(3,585)	$ 1	(3,586)
Issuance of common stock for stock options, restricted stock awards and restricted stock units, net of withholding taxes (in shares)		87,000
Balance at Mar. 31, 2019	352,188	$ 155	1,144,694	(610,994)	$ (181,667)
Balance (in shares) at Mar. 31, 2019		15,515,000			2,636,000
Balance at Dec. 31, 2018	346,208	$ 154	1,134,227	(610,482)	$ (177,691)
Balance (in shares) at Dec. 31, 2018		15,428,000			2,618,000
Increase (Decrease) in Stockholders' Equity
Net (loss) income and comprehensive (loss) income	15,970
Purchase of treasury stock	$ (4,300)
Purchase of treasury stock (in shares)	18,580
Balance at Sep. 30, 2019	$ 389,264	$ 156	1,165,597	(594,512)	$ (181,977)
Balance (in shares) at Sep. 30, 2019		15,635,000			2,637,000
Balance at Mar. 31, 2019	352,188	$ 155	1,144,694	(610,994)	$ (181,667)
Balance (in shares) at Mar. 31, 2019		15,515,000			2,636,000
Increase (Decrease) in Stockholders' Equity
Net (loss) income and comprehensive (loss) income				12,218		12,218
Non-cash compensation	15,982		15,982
Issuance of common stock for stock options, restricted stock awards and restricted stock units, net of withholding taxes	(6,501)	$ 1	(6,502)
Issuance of common stock for stock options, restricted stock awards and restricted stock units, net of withholding taxes (in shares)		89,000
Balance at Jun. 30, 2019	373,887	$ 156	1,154,174	(598,776)	$ (181,667)
Balance (in shares) at Jun. 30, 2019		15,604,000			2,636,000
Increase (Decrease) in Stockholders' Equity
Net (loss) income and comprehensive (loss) income	4,264			4,264		$ 4,264
Non-cash compensation	10,797		10,797
Purchase of treasury stock	(310)				$ (310)
Purchase of treasury stock (in shares)					1,000
Issuance of common stock for stock options, restricted stock awards and restricted stock units, net of withholding taxes	626	$ 0	626
Issuance of common stock for stock options, restricted stock awards and restricted stock units, net of withholding taxes (in shares)		31,000
Settlement of 0.625% Convertible Senior Notes	(2)		(2)
Exercise of Convertible Note Hedge	2		2
Balance at Sep. 30, 2019	$ 389,264	$ 156	$ 1,165,597	$ (594,512)	$ (181,977)
Balance (in shares) at Sep. 30, 2019		15,635,000			2,637,000

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018
Cash flows from operating activities attributable to continuing operations:
Net income and comprehensive income	$ 15,970	$ 99,799
Less: Loss from discontinued operations, net of tax	22,024	9,269
Net income from continuing operations	37,994	109,068
Adjustments to reconcile income from continuing operations to net cash provided by operating activities attributable to continuing operations:
(Gain) loss on impairments and disposal of assets	(1,119)	1,986
Amortization of intangibles	41,485	13,628
Depreciation	7,737	5,199
Rental amortization of intangibles and depreciation	0	554
Non-cash compensation expense	40,832	34,384
Deferred income taxes	(11,532)	(64,435)
Change in fair value of contingent consideration	21,221	1,197
Bad debt expense	1,865	922
Amortization of debt issuance costs	1,463	1,308
Amortization of convertible debt discount	8,959	8,497
ROU asset amortization, offset by change in lease liabilities	302	0
Changes in current assets and liabilities:
Accounts receivable	(50,030)	(23,387)
Prepaid and other current assets	(865)	(2,970)
Accounts payable, accrued expenses and other current liabilities	11,047	(7,910)
Current contingent consideration	(3,000)	(21,900)
Income taxes receivable	4,513	4,223
Other, net	8	(137)
Net cash provided by operating activities attributable to continuing operations	110,880	60,227
Cash flows from investing activities attributable to continuing operations:
Capital expenditures	(15,151)	(10,640)
Proceeds from sale of fixed assets	24,060	0
Other investing activities	0	(12)
Net cash used in investing activities attributable to continuing operations	(96,187)	(79,793)
Cash flows from financing activities attributable to continuing operations:
Payments related to net-share settlement of stock-based compensation, net of proceeds from exercise of stock options	(9,459)	3,236
Contingent consideration payments	(3,000)	(26,600)
Repayments of Long-term Lines of Credit	(40,000)	0
Purchase of treasury stock	(4,286)	(57,018)
Other financing activities	(34)	(100)
Net Cash Provided by (Used in) Financing Activities	(56,779)	(80,482)
Total cash used in continuing operations	(42,086)	(100,048)
Net cash used in operating activities attributable to discontinued operations	(12,316)	(7,352)
Total cash used in discontinued operations	(12,316)	(7,352)
Net decrease in cash, cash equivalents, restricted cash and restricted cash equivalents	(54,402)	(107,400)
Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of period	105,158	372,641
Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period	50,756	265,241
Non-cash investing activities:
Capital additions from tenant improvement allowance	1,490	0
ValuePenguin
Cash flows from investing activities attributable to continuing operations:
Acquisition of businesses, net of cash acquired	(105,578)	0
QuoteWizard
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:
Acquisition of businesses, net of cash acquired	482	0
Student Loan Hero [Member]
Cash flows from investing activities attributable to continuing operations:
Acquisition of businesses, net of cash acquired	0	(57,448)
Ovation
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	(800)
Cash flows from investing activities attributable to continuing operations:
Acquisition of businesses, net of cash acquired	0	(11,683)
SnapCap
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	1,800
Cash flows from investing activities attributable to continuing operations:
Acquisition of businesses	$ 0	$ (10)

ORGANIZATION (Note)	9 Months Ended
ORGANIZATION (Note)	Sep. 30, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
ORGANIZATION	ORGANIZATION Company Overview LendingTree, Inc. is the parent of LendingTree, LLC and several companies owned by LendingTree, LLC (collectively, "LendingTree" or the "Company"). LendingTree operates what it believes to be the leading online consumer platform that connects consumers with the choices they need to be confident in their financial decisions. The Company offers consumers tools and resources, including free credit scores, that facilitate comparison-shopping for mortgage loans, home equity loans and lines of credit, reverse mortgage loans, auto loans, credit cards, deposit accounts, personal loans, student loans, small business loans, insurance quotes and other related offerings. The Company primarily seeks to match in-market consumers with multiple providers on its marketplace who can provide them with competing quotes for loans, deposit products, insurance or other related offerings they are seeking. The Company also serves as a valued partner to lenders and other providers seeking an efficient, scalable and flexible source of customer acquisition with directly measurable benefits, by matching the consumer inquiries it generates with these providers. The consolidated financial statements include the accounts of LendingTree and all its wholly-owned entities, except Home Loan Center, Inc. ("HLC") subsequent to its bankruptcy filing on July 21, 2019 which resulted in the Company's loss of a controlling interest in HLC under applicable accounting standards. Intercompany transactions and accounts have been eliminated. Discontinued Operations The LendingTree Loans business, which consisted of originating various consumer mortgage loans through HLC (the "LendingTree Loans Business"), is presented as discontinued operations in the accompanying consolidated balance sheets, consolidated statements of operations and comprehensive income and consolidated 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 unaudited interim consolidated financial statements as of September 30, 2019 and for the three and nine months ended September 30, 2019 and 2018, respectively, have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission ("SEC"). In the opinion of management, the unaudited interim consolidated financial statements have been prepared on the same basis as the audited financial statements, and include all adjustments, consisting only of normal recurring adjustments, necessary for the fair statement of the Company's financial position for the periods presented. The results for the three and nine months ended September 30, 2019 are not necessarily indicative of the results to be expected for the year ending December 31, 2019, or any other period. The accompanying consolidated balance sheet as of December 31, 2018 was derived from audited financial statements included in the Company's annual report on Form 10-K for the year ended December 31, 2018 (the "2018 Annual Report"). The accompanying consolidated financial statements do not include all of the information and footnotes required by GAAP for annual financial statements. Accordingly, they should be read in conjunction with the audited financial statements and notes thereto included in the 2018 Annual Report.

SIGNIFICANT ACCOUNTING POLICIES (Note)	9 Months Ended
SIGNIFICANT ACCOUNTING POLICIES (Note)	Sep. 30, 2019
Accounting Policies [Abstract]
SIGNIFICANT ACCOUNTING POLICIES	SIGNIFICANT ACCOUNTING POLICIES Accounting Estimates Management is required to make certain estimates and assumptions during the preparation of the consolidated financial statements in accordance with GAAP. These estimates and assumptions impact the reported amount of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the consolidated financial statements. They also impact the reported amount of net earnings during any period. Actual results could differ from those estimates. 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; HLC ownership related claims; contract assets; 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 September 30, 2019, 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 Partners to maintain security deposits with the Company, which in the event of non-payment, would be applied against any accounts receivable outstanding. Due to the nature of the mortgage lending industry, interest rate fluctuations may negatively impact future revenue from the Company's marketplace. Lenders and lead purchasers participating on the Company's marketplace can offer their products directly to consumers through brokers, mass marketing campaigns or through other traditional methods of credit distribution. These lenders and lead purchasers can also offer their products online, either directly to prospective borrowers, through one or more online competitors, or both. If a significant number of potential consumers are able to obtain loans and other products from Network Partners without utilizing the Company's services, the Company's ability to generate revenue may be limited. Because the Company does not have exclusive relationships with the Network Partners whose loans and other financial products are offered on its online marketplace, consumers may obtain offers from these Network Partners without using its services. Other than a support services office in India, the Company's operations are geographically limited to and dependent upon the economic condition of the United States. Litigation Settlements and Contingencies Litigation settlements and contingencies consists of expenses related to actual or anticipated litigation settlements. Recent Accounting Pronouncements In August 2018, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2018-15, which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). This ASU is effective for annual and interim reporting periods beginning after December 15, 2019. Early adoption is permitted, including adoption in any interim period. The amendments should be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. The Company is evaluating the impact this ASU will have on its consolidated financial statements and will adopt ASU 2018-15 in the first quarter of 2020 using the prospective approach. In August 2018, the FASB issued ASU 2018-13, which removes, modifies and adds certain disclosure requirements in Accounting Standards Codification ("ASC") Topic 820, Fair Value Measurement. This ASU is effective for annual and interim reporting periods beginning after December 15, 2019, with early adoption permitted. Entities are permitted to adopt any removed or modified disclosures and delay adoption of the additional disclosures until the effective date of the ASU. Certain amendments must be applied prospectively while others are to be applied on a retrospective basis to all periods presented. The Company is evaluating the impact this ASU will have on its consolidated financial statements and will adopt ASU 2018-13 in the first quarter of 2020. 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 plans to adopt ASU 2017-04 in the first quarter of 2020. In June 2016, the FASB issued ASU 2016-13, which requires entities to measure expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This ASU introduces ASC Topic 326, Financial Instruments—Credit Losses, which replaces the existing incurred loss model and is applicable to financial assets measured at amortized cost, including trade receivables and certain other financial assets that have the contractual right to receive cash. This ASU is effective for annual and interim reporting periods beginning after December 15, 2019. Early adoption is permitted beginning after December 15, 2018, including adoption in interim periods. 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 will adopt ASU 2016-13 in the first quarter of 2020. In February 2016, the FASB issued ASU 2016-02 related to lease accounting guidance. This ASU introduces ASC Topic 842, Leases, which supersedes ASC Topic 840, Leases. In 2018 and 2019, the FASB issued final amendments clarifying certain narrow aspects of implementing ASU 2016-02, including clarifications related to the rate implicit in the lease, lessee reassessment of lease classification, lessor reassessment of lease term and purchase options, variable payments that depend on an index or rate, transition disclosures and certain other transition matters. The clarification ASUs also provided an optional transition method that allows entities to initially apply the lease accounting transition requirements at the adoption date and recognize a cumulative effect adjustment to the opening balance of retained earnings in the period of adoption without restating comparative prior periods presented. The clarification ASUs must be adopted concurrently with the adoption of ASU 2016-02 (collectively, "ASC Topic 842"). The Company has adopted ASC Topic 842 as of January 1, 2019 using the optional transition method to apply the new requirements at the adoption date without restating comparative prior periods presented. The adoption resulted in the increase in total assets and total liabilities of $8.8 million as of January 1, 2019 related to operating leases greater than one year in duration for which the Company is the lessee, with no cumulative effect adjustment to the opening balance of accumulated deficit. As part of the transition, the Company has elected the package of practical expedients, which allows the Company to not reassess whether expired or existing contracts contain leases, lease classification for expired or existing leases, and initial direct costs for existing leases. Additionally, the Company has elected an accounting policy to not record short-term leases, which are leases with an initial term of twelve months or fewer, on the balance sheet.

REVENUE (Note)

9 Months Ended

Sep. 30, 2019

Revenue from Contract with Customer [Abstract]

REVENUE

Revenue is as follows (in thousands):



	Three Months Ended September 30,				Nine Months Ended September 30,
	2019		2018		2019		2018
Revenue:
Mortgage products	$	62,004	$	55,287	$	162,606	$	195,697
Non-mortgage products
Credit cards	54,822		42,698		165,373		127,577
Personal loans	43,873		38,569		117,513		100,744
Insurance	74,849		14		213,882		40
Other	75,057		60,489		192,042		138,135
Total non-mortgage products	248,601		141,770		688,810		366,496
Total revenue	$	310,605	$	197,057	$	851,416	$	562,193

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

Revenue within the mortgage product category is primarily generated from upfront match fees paid by mortgage Network Partners that receive a loan request, and in some cases upfront fees for clicks or call transfers. Match fees and upfront fees for clicks and call transfers are earned through the delivery of loan requests that originated through the Company's websites or affiliates. The Company recognizes revenue at the time a loan request is delivered to the customer, provided that no significant obligations

remain. The Company's contractual right to the match fee consideration is contemporaneous with the satisfaction of the performance obligation to deliver a loan request to the customer.

In addition to match and other upfront fees, revenue within the non-mortgage product category is also generated from closing fees and approval fees. Closing fees are derived from lenders on certain auto loans, business loans, personal loans and student loans when the lender funds a loan with the consumer. Approval fees are derived from credit card issuers when the credit card consumer receives card approval from the credit card issuer. The Company recognizes revenue on closing fees and approval fees at the point when a loan request or a credit card consumer is delivered to the customer. The Company's contractual right to closing fees and approval fees is not contemporaneous with the satisfaction of the performance obligation to deliver a loan request or a credit card consumer to the customer. As such, the Company records a contract asset at each reporting period-end related to the estimated variable consideration on closing fees and approval fees for which the Company has satisfied the related performance obligation, but are still pending the loan closing or credit card approval before the Company has a contractual right to payment. This estimate is based on the Company's historical closing rates and historical time between when a consumer request for a loan or credit card is delivered to the lender or card issuer and when the loan is closed by the lender or approved by the card issuer.

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

Upfront fees and subscription fees are derived from consumers in the Company's credit services business. Upfront fees paid by consumers are recognized as revenue over the estimated time the consumer will remain a customer and receive services. Subscription fees are recognized over the period a consumer is receiving services.

The contract asset recorded within prepaid and other current assets on the consolidated balance sheets related to estimated variable consideration was $5.9 million and $4.8 million on September 30, 2019 and December 31, 2018, respectively.

The contract liability recorded within accrued expenses and other current liabilities on the consolidated balance sheets related to upfront fees paid by consumers in the Company's credit services business was $0.7 million and $0.4 million at September 30, 2019 and December 31, 2018, respectively. During the first nine months of 2019, the Company recognized revenue of $0.4 million that was included in the contract liability balance at December 31, 2018.

Revenue recognized in any reporting period includes estimated variable consideration for which the Company has satisfied the related performance obligations, but are still pending the occurrence or non-occurrence of a future event outside the Company's control (such as lenders providing loans to consumers or credit card approvals of consumers) before the Company has a contractual right to payment. The Company recognized an increase to such revenue from prior periods of $0.9 million in the third quarter of 2019 and a decrease to such revenue from prior periods of $0.1 million in the third quarter of 2018.

GOODWILL AND INTANGIBLE ASSETS (Note)

9 Months Ended

Sep. 30, 2019

Goodwill and Intangible Assets Disclosure [Abstract]

GOODWILL AND INTANGIBLE ASSETS

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



	Goodwill		Accumulated Impairment Loss			Net Goodwill
Balance at December 31, 2018	$	831,435	$	(483,088	)	$	348,347
Acquisition of Ovation	20		—			20
Acquisition of QuoteWizard	138		—			138
Acquisition of ValuePenguin	71,430		—			71,430
Balance at September 30, 2019	$	903,023	$	(483,088	)	$	419,935

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



	September 30, 2019		December 31, 2018
Intangible assets with indefinite lives	$	10,142	$	10,142
Intangible assets with definite lives, net	185,195		195,557
Total intangible assets, net	$	195,337	$	205,699

Goodwill and Indefinite-Lived Intangible Assets

The Company's goodwill is associated with its one reportable segment. Intangible assets with indefinite lives relate to the Company's trademarks.

Intangible Assets with Definite Lives

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



	Cost		Accumulated Amortization			Net
Technology	$	116,600	$	(42,244	)	$	74,356
Customer lists	79,200		(12,825		)	66,375
Trademarks and tradenames	18,042		(6,364		)	11,678
Website content	51,000		(18,217		)	32,783
Other	161		(158		)	3
Balance at September 30, 2019	$	265,003	$	(79,808	)	$	185,195



	Cost		Accumulated Amortization			Net
Technology	$	112,400	$	(21,022	)	$	91,378
Customer lists	80,200		(7,746		)	72,454
Trademarks and tradenames	16,742		(3,730		)	13,012
Website content	24,900		(6,192		)	18,708
Other	256		(251		)	5
Balance at December 31, 2018	$	234,498	$	(38,941	)	$	195,557

See Note 6—Assets Held for Sale for tenant leases classified as held for sale during 2018, which were sold to an unrelated third party in the second quarter of 2019.

Amortization of intangible assets with definite lives is computed on a straight-line basis and, based on balances as of September 30, 2019, future amortization is estimated to be as follows (in thousands):



	Amortization Expense
Remainder of current year	$	13,757
Year ending December 31, 2020	53,078
Year ending December 31, 2021	42,738
Year ending December 31, 2022	25,256
Year ending December 31, 2023	8,602
Thereafter	41,764
Total intangible assets with definite lives, net	$	185,195

ASSETS HELD FOR SALE (Notes)

9 Months Ended

Sep. 30, 2019

Discontinued Operations and Disposal Groups [Abstract]

ASSETS HELD FOR SALE

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 buildings were acquired with the intent to use such buildings as the Company's corporate headquarters and rent any unused space.

In November 2018, the Company's Board of Directors approved a plan to sell the two office buildings. The properties were classified as current assets held for sale in the consolidated balance sheet for December 31, 2018. In February 2019, the Company agreed to sell these buildings to an unrelated third party, which agreement was amended in March 2019. The sale was finalized in the second quarter of 2019 for a sale price of $24.4 million, and the Company incurred closing fees of $0.3 million. The Company recognized a gain of $2.7 million on the sale within general and administrative expense in the consolidated statement of operations and comprehensive income. The properties were associated with the Company's one reportable segment.

Property and equipment classified as held for sale at December 31, 2018 is as follows (in thousands):



	Amount
Land	$	5,818
Building	14,984
Site improvements	950
Computer equipment and capitalized software	166
Furniture and other equipment	145
Total gross property and equipment	22,063
Accumulated depreciation	(1,278		)
Total property and equipment, net	$	20,785

Intangible assets classified as held for sale at December 31, 2018 is as follows (in thousands):



	Amount
Tenant leases	$	961
Total gross intangible assets	961
Accumulated amortization	(468		)
Total intangible assets, net	$	493

DISCONTINUED OPERATIONS

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

Upon closing of the sale of substantially all of the operating assets of HLC on June 6, 2012, HLC ceased to originate consumer loans. Liability for losses on previously sold loans remains with HLC and is discussed below.

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

Home Loan Center, Inc. Bankruptcy Filing

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

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

The bankruptcy filing does not include as debtors LendingTree, Inc., LendingTree, LLC or any of their respective subsidiaries engaged in continuing operations. HLC’s filing under the Bankruptcy Code creates an automatic stay of enforcement of the judgment entered against HLC by the Minnesota court in ResCap Liquidating Trust v. Home Loan Center, Inc. described in Litigation Related to Discontinued Operations below. As a result of the voluntary petition, LendingTree, LLC was, as of the initial July 21, 2019 bankruptcy petition filing date, no longer deemed to have a controlling interest in HLC under applicable accounting standards. As a result, HLC and its consolidated subsidiary were deconsolidated from the Company’s consolidated financial statements as of July 21, 2019. The effect of such deconsolidation was the elimination of the consolidated assets and liabilities of HLC (and its consolidated subsidiary) from the Company’s consolidated balance sheets. Upon deconsolidation, in the third quarter of 2019 the Company recognized a loss of $5.5 million which includes a net gain of $4.5 million related to the removal of HLC's (and its consolidated subsidiary's) assets and liabilities and the recognition of a liability of $10.0 million related to LendingTree LLC's ownership in HLC. No consideration was received by the Company as a result of the deconsolidation. The derecognition of HLC’s cash of $5.9 million removed from the consolidated balance sheet on the deconsolidation date of July 21, 2019 is included within cash flows from operating activities attributable to discontinued operations in the accompanying consolidated statement of cash flows.

In its filings with the Bankruptcy Court, HLC has indicated that it believes that it has claims against HLC’s sole shareholder, LendingTree, LLC, and its former sole director (the Company’s Chairman and Chief Executive Officer), relating to the declaration of a dividend by HLC in January 2016 of $40.0 million. The Company is obligated to advance any expenses to HLC’s former sole director related to these claims and to indemnify such former sole director to the maximum extent permitted by law. LendingTree, LLC believes the declaration of the dividends was proper, that the amounts paid to LendingTree, LLC following such declarations are not subject to recovery by HLC and that any claims by HLC relating to such dividend declarations are without merit. LendingTree, LLC intends to vigorously contest such claims. During the third quarter of 2019, LendingTree, LLC made a settlement offer to HLC for $31.0 million for the release of any and all claims against the Company, including the dividend claim. LendingTree estimates the range of potential losses related to the dividend matter to be $0.0 million to $40.0 million. An estimated liability of $31.0 million is included in the accompanying consolidated balance sheet as of September 30, 2019 related to LendingTree LLC's ownership in HLC. HLC’s voluntary petition under the Bankruptcy Code does not represent an event of default under LendingTree, LLC’s Amended and Restated Credit Agreement dated as of November 21, 2017 or the Company’s indenture dated May 31, 2017 with respect to the Company’s 0.625% Convertible Senior Notes due 2022.

Loan Loss Obligations

HLC sold loans it originated through its LendingTree Loans Business to investors on a servicing-released basis, so the risk of loss or default by the borrower was generally transferred to the investor. However, HLC 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, HLC 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 continues to be liable for these indemnification obligations, repurchase obligations and premium repayment obligations following the sale of substantially all of its operating assets in the second quarter of 2012. The liability for losses on previously sold loans was presented as current liabilities of discontinued operations in the accompanying consolidated balance sheet as of December 31, 2018.

Additionally, LendingTree guaranteed certain loans sold to investors in the event that HLC is unable to satisfy its repurchase and warranty obligations related to such loans.

Litigation Related to Discontinued Operations

Residential Funding Company

ResCap Liquidating Trust v. Home Loan Center, Inc., Case No. 14-cv-1716 (U.S. Dist. Ct., Minn.), successor to Residential Funding Company, LLC v Home Loan Center, Inc., No. 13-cv-3451 (U.S. Dist. Ct., Minn.). On or about December 16, 2013, Home Loan Center, Inc. was served in the original captioned matter, which involves claims of Residential Funding Company, LLC ("RFC") for damages for breach of contract and indemnification for certain residential mortgage loans as well as residential mortgage-backed securitizations ("RMBS") containing mortgage loans. RFC 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 HLC, 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 asserted 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; and (2) contractual indemnification for alleged liabilities, losses, and damages incurred by RFC arising out of purported defects in loans that RFC purchased from HLC and sold to third parties. Plaintiff alleged 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.” Plaintiff sought damages of up to $61.0 million plus attorney's fees and prejudgment interest.

HLC denied the material allegations of the complaint and asserted numerous defenses thereto. The matter went to trial in the fourth quarter of 2018 and the jury returned a verdict of $28.7 million in favor of plaintiff. On June 21, 2019, the U.S. District Court in Minnesota entered judgment against HLC for $68.5 million. The judgment is comprised of: (i) $28.7 million in damages awarded by the jury; (ii) $14.1 million in pre-verdict interest; (iii) $23.1 million in attorneys' fees and costs, and (iv) $2.6 million in post-verdict, prejudgment interest.

HLC’s filing under the Bankruptcy Code discussed above creates an automatic stay of enforcement of the judgment entered against HLC by the U.S. District Court in Minnesota. On August 27, 2019, plaintiff filed a lawsuit captioned ResCap Liquidating Trust v. LendingTree, LCC, et al., Case No. 19-cv-2360 (U.S. Dist. Ct., Minn.), seeking to hold the Company liable for the judgment against HLC, under assumption of liability, agency and alter ego theories. The Company believes that these claims lack merit and intends to defend this action vigorously. On October 17, 2019, the Company filed a motion to dismiss the liability and agency claims.

Lehman Brothers Holdings, Inc.

Lehman Brothers Holdings Inc. v. 1st Advantage Mortgage, LLC et al., Case No. 08-13555 (SCC), Adversary Proceeding No. 16-01342 (SCC) (Bankr. S.D.N.Y.). In February 2016, Lehman Brothers Holdings, Inc. (“LBHI”) filed an Adversary Complaint against HLC and approximately 149 other defendants (the "Complaint"). In December 2018, LBHI amended its complaint against HLC. The amended complaint references approximately 370 allegedly defective mortgage loans sold by HLC with purported "Claim Amounts" totaling $40.2 million. LBHI alleges it settled all such claims and is seeking indemnification from HLC for LBHI’s purported losses and liabilities associated with such settlements, plus prejudgment interest, attorneys’ fees, litigation costs and other expenses. The amended complaint does not specify the amount of LBHI’s purported damages. HLC believes that these claims lack merit and intends to defend this action vigorously. HLC’s filing under the Bankruptcy Code discussed above creates an automatic stay of this proceeding.

Financial Information of Discontinued Operations

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



	Three Months Ended September 30,						Nine Months Ended September 30,
	2019			2018			2019			2018
Revenue	$	—		$	—		$	—		$	—

Gain from removal of HLC's assets and liabilities	4,515			—			4,515			—
Other operating expenses	(32,182		)	(3,334		)	(34,492		)	(11,733		)
Loss before income taxes	(27,667		)	(3,334		)	(29,977		)	(11,733		)
Income tax benefit	7,468			700			7,953			2,464
Net loss	$	(20,199	)	$	(2,634	)	$	(22,024	)	$	(9,269	)

Losses from discontinued operations included all activity of HLC prior to bankruptcy, including litigation settlements, contingencies and legal fees associated with legal proceedings, as well as a gain upon deconsolidation due to the accounting effect of HLC’s bankruptcy filing on the consolidated financial statements.

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

BUSINESS ACQUISITION (Note)

9 Months Ended

Sep. 30, 2019

Business Combinations [Abstract]

BUSINESS ACQUISITION

BUSINESS ACQUISITIONS

2019 Acquisition

ValuePenguin

On January 10, 2019, the Company acquired Value Holding, Inc., the parent company of ValuePenguin Inc. ("ValuePenguin"), a personal finance website that offers consumers objective analysis on a variety of financial topics from insurance to credit cards. The Company made an upfront cash payment of $106.1 million at the closing of the transaction, funded through $90.0 million drawn on the Company's Revolving Credit Facility and the balance using cash on hand. The purchase price of $106.2 million is comprised of the upfront cash payment of $106.1 million and a $0.1 million post-closing payment for working capital settlement.

The acquisition has been accounted for as a business combination. The preliminary allocation of purchase price to the assets acquired and liabilities assumed is as follows (in thousands):



	Preliminary Fair Value
Net working capital	$	2,811
Fixed assets	68
Intangible assets	31,600
Goodwill	71,430
Net noncurrent assets	323
Total purchase price	$	106,232

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 of developed technology, content and trademarks and tradenames. The estimated fair values of the developed technology were determined using cost replacement analysis, the content was determined using excess earnings analysis, and the trademarks and tradenames were determined using relief from royalty analysis. The fair value of the intangible assets with definite lives is as follows (dollars in thousands):



	Preliminary Fair Value		Weighted Average Amortization Life
Technology	$	4,200	3 years
Content	26,100		3 years
Trademarks and tradenames	1,300		5 years
Total intangible assets	$	31,600	3.1 years

As of September 30, 2019, the Company has not completed its determination of the final allocation of the purchase price to the assets and liabilities of the acquisition. The final allocation of purchase price is expected to be finalized in 2019. Any adjustment to the assets and liabilities assumed with the acquisition will adjust goodwill.

The Company recorded preliminary goodwill of $71.4 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 ValuePenguin as a going concern, which represents the ability of the Company to earn a higher return on the collection of assets and business of ValuePenguin than if those assets and business 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 Company accounted for the acquisition as an asset purchase which would indicate the goodwill will be tax deductible.

Subsequent to the acquisition date, the Company’s consolidated results of operations include the results of the acquired ValuePenguin business. In the third quarter and first nine months of 2019, the Company’s consolidated results of operations include revenue of $5.3 million and $16.2 million, respectively. In the first six months of 2019, net income from continuing operations attributable to the ValuePenguin business was $3.1 million. Due to the integration of the ValuePenguin business subsequent to the acquisition, earnings of the acquired ValuePenguin business beginning in the third quarter of 2019 is impracticable to determine with sufficient accuracy. Acquisition-related costs were $0.1 million in the first nine months of 2019 and are included in general and administrative expense on the consolidated statement of operations and comprehensive income.

2018 Acquisitions

QuoteWizard

On October 31, 2018, the Company acquired QuoteWizard.com, LLC ("QuoteWizard"), one of the largest insurance comparison marketplaces in the growing online insurance advertising market. QuoteWizard services clients by driving consumers to insurance companies’ websites, providing leads to agents and carriers, as well as phone transfers of consumers into carrier call centers.

The Company paid $299.9 million in initial cash consideration, funded through $174.9 million of cash on hand and $125.0 million drawn on the Revolving Credit Facility, and could make up to three additional earnout payments, each ranging from zero to $23.4 million, based on certain defined operating results during the earnout periods November 1, 2018 through October 31, 2019, November 1, 2019 through October 31, 2020, and November 1, 2020 through October 31, 2021. These additional payments, to the extent earned, will be payable in cash. The purchase price of $313.4 million is comprised of the upfront cash payment of $299.9 million, $13.9 million for the estimated fair value of the earnout payments, and a $0.4 million post-closing receipt for working capital settlement.

As of September 30, 2019, the estimated fair value of the contingent consideration totaled $41.9 million, of which $23.0 million is included in current contingent consideration and $18.9 million is included in non-current contingent consideration in the accompanying consolidated 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 the third quarter and first nine months of 2019, the Company recorded $4.3 million and $21.2 million, respectively, of contingent consideration expense in the consolidated statements 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. The preliminary allocation of purchase price to the assets acquired and liabilities assumed is as follows (in thousands):



	Preliminary Fair Value
Net working capital	$	8,416
Fixed assets	1,509
Intangible assets	120,400
Goodwill	183,001
Other noncurrent assets	29
Total purchase price	$	313,355

The acquired intangible assets are definite-lived assets consisting of developed technology, customer relationships, content and trademarks and tradenames. The estimated fair values of the developed technology were determined using excess earnings analysis, the customer relationships were determined using the distributor method, the content was determined using cost replacement analysis, and the trademarks and tradenames were determined using relief from royalty analysis. The fair value of the intangible assets with definite lives is as follows (dollars in thousands):



	Preliminary Fair Value		Weighted Average Amortization Life
Technology	$	68,900	4 years
Customer lists	42,700		14.7 years
Content	1,000		3 years
Trademarks and tradenames	7,800		5 years
Total intangible assets	$	120,400	7.9 years

As of September 30, 2019, the Company has not completed its determination of the final allocation of the purchase price to the assets and liabilities of the acquisition. The final allocation of purchase price will be finalized in 2019. Any adjustment to the assets and liabilities assumed with the acquisition will adjust goodwill.

The Company recorded preliminary goodwill of $183.0 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 QuoteWizard as a going concern, which represents the ability of the Company to earn a higher return on the collection of assets and business of QuoteWizard than if those assets and business 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.

The unaudited pro forma financial results for the third quarter and first nine months of 2018 below combine the consolidated results of the Company and QuoteWizard, giving effect to the acquisition as if it had been completed on January 1, 2017. This unaudited pro forma financial information is presented for informational purposes only and is not indicative of future operations or results had the acquisition been completed as of January 1, 2017, 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, as well as changes in depreciation expense associated with the change in fair value of the property, plant and equipment recorded in relation to the acquisition. Interest expense was adjusted to eliminate historical interest associated with QuoteWizard's revolving credit facility and notes payable that were not assumed with the acquisition, as well as reflect incremental interest expense associated with debt issued to finance the acquisition. The provision for income taxes from continuing operations has also been adjusted to reflect taxes on the historical results of operations of QuoteWizard. QuoteWizard did not pay taxes at the entity level as it was a limited liability company whose members elected for it to be taxed as a partnership.



	Three Months Ended September 30, 2018		Nine Months Ended September 30, 2018
	(in thousands)
Pro forma revenue	$	240,706	$	681,302
Pro forma net income from continuing operations	$	29,230	$	107,643

Acquisition-related costs incurred by the Company and QuoteWizard that are directly attributable to the acquisition, and which will not have an ongoing impact, have been eliminated from the unaudited pro forma net income from continuing operations for the third quarter and first nine months of 2018.

Ovation

On June 11, 2018, the Company acquired Ovation Credit Services, Inc., a leading provider of credit services with a strong customer service reputation. Ovation utilizes a proprietary software application that facilitates the credit repair process and is integrated directly with certain credit bureaus while educating consumers on credit improvement via ongoing outreach with Ovation case advisors. The proprietary software application offers consumers a simple, streamlined process to identify, dispute, and correct inaccuracies within their credit reports.

The Company paid $12.2 million in initial cash consideration and could make up to two additional earnout payments, each ranging from zero to $4.4 million, based on certain defined operating metrics during the earnout periods July 1, 2018 through June 30, 2019 and July 1, 2019 through June 30, 2020. These additional payments, to the extent earned, will be payable in cash. The purchase price of $17.9 million is comprised of the upfront cash payment of $12.2 million, $5.8 million for the estimated fair value of the earnout payments, and a $0.1 million post-closing receipt for working capital settlement.

As of September 30, 2019, the estimated fair value of the contingent consideration totaled $6.6 million, of which $4.4 million is included in current contingent consideration and $2.2 million is included in non-current contingent consideration in the accompanying consolidated 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 the third quarter and first nine months of 2019, the Company recorded a gain of $0.8 million in the consolidated statements of operations and comprehensive income due to the change in estimated fair value of the contingent consideration.

In October 2019, the Company paid $4.4 million related to the earnout payment for the period of July 1, 2018 through June 30, 2019.

The acquisition has been accounted for as a business combination. In the second quarter of 2019, 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	$	303
Fixed assets	76
Intangible assets	8,900
Goodwill	11,280
Net deferred tax liabilities	(2,688		)
Total purchase price	$	17,871

The acquired intangible assets are definite-lived assets consisting of developed technology, customer relationships and trademarks and tradenames. The estimated fair values of the developed technology were determined using excess earnings analysis, the customer relationships were determined using cost savings analysis and the trademarks and tradenames were determined using relief from royalty analysis. The fair value of the intangible assets with definite lives is as follows (dollars in thousands):



	Fair Value		Weighted Average Amortization Life
Technology	$	6,000	7 years
Customer lists	1,900		1 year
Trademarks and tradenames	1,000		4 years
Total intangible assets	$	8,900	5.4 years

The Company recorded goodwill of $11.3 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 Ovation as a going concern, which represents the ability of the Company to earn a higher return on the collection of assets and business of Ovation than if those assets and business 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.

Changes in Contingent Consideration

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.

In the first quarter of 2019, the Company paid $3.0 million related to the earnout payment for the period of October 1, 2017 through September 30, 2018, which is included within cash flows from financing activities on the consolidated statement of cash flows.

As of September 30, 2019, the estimated fair value of the contingent consideration totaled $5.5 million, which is included in current contingent consideration in the accompanying consolidated 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 the third quarter and first nine months of 2019, the Company recorded contingent consideration expense of $0.3 million and $1.8 million, respectively, in the consolidated statements of operations and comprehensive income due to the change in estimated fair value of the contingent consideration.

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.

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. In each of the four quarters of 2018, the Company paid $1.0 million associated with specified increases in the Federal Funds rate in December 2017, March 2018, June 2018 and September 2018, respectively. In the first quarter of 2019, the Company paid $1.0 million associated with a specified increase in the Federal Funds rate in December 2018. In the second quarter of 2019, the Company paid $2.0 million associated with the one-time performance payment based on the net revenue of deposit products during the period of January 1, 2018 through December 31, 2018. The contingent consideration paid in the first nine months of 2019 is included within cash flows from operating activities on the consolidated statement of cash flows.

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 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. As of September 30, 2019, no liability has been recorded in the accompanying consolidated balance sheet for the remaining contingent consideration payment based on Federal Funds interest rates. Accordingly, during the first nine months of 2019, the Company recorded a gain of $1.0 million in the consolidated statement of operations and comprehensive income due to the change in estimated fair value of the contingent consideration.

Pro forma Financial Results

The unaudited pro forma financial results for the first nine months of 2019 and the third quarter and first nine months of 2018 combine the consolidated results of the Company and Ovation, Student Loan Hero, Inc. (“Student Loan Hero”), QuoteWizard and ValuePenguin, giving effect to the acquisitions as if the Ovation, Student Loan Hero and QuoteWizard acquisitions had been completed on January 1, 2017, and as if the ValuePenguin acquisition had been completed on January 1, 2018. 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, 2017 or 2018, 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. Depreciation expense and interest expense were adjusted for the impact of the QuoteWizard acquisition, as described above. Interest expense was also adjusted to reflect incremental interest associated with debt issued to finance the ValuePenguin acquisition. The provision for income taxes from continuing operations has been adjusted to reflect taxes on the historical results of operations of QuoteWizard. QuoteWizard did not pay taxes at the entity level as it was a limited liability company whose members elected for it to be taxed as a partnership.



	Three Months Ended September 30,		Nine Months Ended September 30,
	2018		2019		2018
	(in thousands)
Pro forma revenue	$	246,432	$	851,931	$	710,580
Pro forma net income from continuing operations	$	29,616	$	37,721	$	109,511

The unaudited pro forma net income from continuing operations in the first nine months of 2019 includes the aggregate after-tax contingent consideration expense associated with the DepositAccounts, SnapCap, Ovation and QuoteWizard earnouts of $15.7 million. The unaudited pro forma net income from continuing operations in the third quarter and first nine months of 2018 includes the aggregate after-tax contingent consideration expense associated with the DepositAccounts, SnapCap and Ovation earnouts of $1.5 million and $0.4 million, respectively.

The unaudited pro forma net income from continuing operations for the first nine months of 2018 has been adjusted to include acquisition-related costs of $0.6 million incurred by the Company that are directly attributable to the ValuePenguin acquisition, and which will not have an ongoing impact. Accordingly, such acquisition-related costs have been eliminated from the unaudited pro forma net income from continuing operations for the first nine months of 2019. Acquisition-related costs incurred by the Company, Student Loan Hero and QuoteWizard that are directly attributable to the Ovation, Student Loan Hero and QuoteWizard acquisitions, and which will not have an ongoing impact, have been eliminated from the unaudited pro forma net income from continuing operations for the third quarter and first nine months of 2018.

LEASES (Notes)

9 Months Ended

Sep. 30, 2019

Leases [Abstract]

LEASES

The Company is a lessee to leases of corporate offices and certain office equipment. The majority of leases for corporate offices include one or more options to renew, with renewal terms ranging from two to five years. These renewal options have not been included in the calculation of right-of-use assets and lease liabilities, as the Company is not reasonably certain of the exercise of these renewal options. The Company used its incremental borrowing rate to calculate the right-of-use asset and lease liability for each lease.

As of September 30, 2019, right-of use assets totaling $27.0 million are included in other non-current assets and lease liabilities totaling $30.2 million are included in accrued expenses and other current liabilities and other non-current liabilities in the accompanying balance sheet.

During the second quarter of 2019, the Company recognized an impairment loss of $0.5 million within general and administrative expense on the consolidated statements of operations and comprehensive income, for the right-of-use asset related to an office lease. The Company vacated the office space in the second quarter of 2019 and adjusted the right-of-use asset to its fair value based on estimated sublease income.

Lease expense, which is included in general and administrative expense on the accompanying consolidated statements of operations and comprehensive income, consists of the following (in thousands):



	Three Months Ended September 30, 2019		Nine Months Ended September 30, 2019
Operating lease cost	$	1,765	$	4,495
Short-term lease cost	21		69
Total lease cost	$	1,786	$	4,564

Weighted average remaining lease term and discount rate for operating leases are as follows:



	September 30, 2019
Weighted average remaining lease term	5.2 years
Weighted average discount rate	4.7	%

Supplemental cash flow information related to leases is as follows (in thousands):



	Nine Months Ended September 30, 2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	4,191
Right-of-use assets obtained in exchange for new operating lease liabilities	$	21,912

Maturities of lease liabilities as of September 30, 2019 are as follows (in thousands):



	Operating Leases
Remainder of current year	$	1,977
Year ending December 31, 2020	8,066
Year ending December 31, 2021	6,032
Year ending December 31, 2022	5,495
Year ending December 31, 2023	5,191
Thereafter	7,287
Total lease payments	34,048
Less: Interest	3,887
Present value of lease liabilities	$	30,161

Future minimum payments as of December 31, 2018 under operating lease agreements having an initial or remaining non-cancelable lease term in excess of one year are as follows (in thousands):



	Amount
Year ending December 31, 2019	$	4,406
Year ending December 31, 2020	3,188
Year ending December 31, 2021	1,094
Year ending December 31, 2022	736
Year ending December 31, 2023	228
Total	$	9,652

The Company operated as a lessor in connection with the office buildings in Charlotte, North Carolina acquired in December 2016. The properties were sold in the second quarter of 2019 to an unrelated third party. See Note 6—Assets Held for Sale for further information.

Rental income of $0.3 million in the first nine months of 2019, and $0.2 million and $0.7 million in the third quarter and first nine months of 2018, respectively, is included in other income on the accompanying consolidated statements of operations and comprehensive income.

LEASES

Lease expense, which is included in general and administrative expense on the accompanying consolidated statements of operations and comprehensive income, consists of the following (in thousands):



	Three Months Ended September 30, 2019		Nine Months Ended September 30, 2019
Operating lease cost	$	1,765	$	4,495
Short-term lease cost	21		69
Total lease cost	$	1,786	$	4,564

Weighted average remaining lease term and discount rate for operating leases are as follows:



	September 30, 2019
Weighted average remaining lease term	5.2 years
Weighted average discount rate	4.7	%

Supplemental cash flow information related to leases is as follows (in thousands):



	Nine Months Ended September 30, 2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	4,191
Right-of-use assets obtained in exchange for new operating lease liabilities	$	21,912

Maturities of lease liabilities as of September 30, 2019 are as follows (in thousands):



	Operating Leases
Remainder of current year	$	1,977
Year ending December 31, 2020	8,066
Year ending December 31, 2021	6,032
Year ending December 31, 2022	5,495
Year ending December 31, 2023	5,191
Thereafter	7,287
Total lease payments	34,048
Less: Interest	3,887
Present value of lease liabilities	$	30,161

Future minimum payments as of December 31, 2018 under operating lease agreements having an initial or remaining non-cancelable lease term in excess of one year are as follows (in thousands):



	Amount
Year ending December 31, 2019	$	4,406
Year ending December 31, 2020	3,188
Year ending December 31, 2021	1,094
Year ending December 31, 2022	736
Year ending December 31, 2023	228
Total	$	9,652