0001434621-20-000036 | 10-Q | XBRL Viewer

Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2020	Oct. 30, 2020
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2020
Document Transition Report	false
Entity File Number	001-34063
Entity Registrant Name	LendingTree, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	26-2414818
Entity Address, Address Line One	11115 Rushmore Drive
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
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Emerging Growth Company	false
Entity Small Business	false
Entity Shell Company	false
Amendment Flag	false
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	Q3
Entity Central Index Key	0001434621
Current Fiscal Year End Date	--12-31
Title of 12(b) Security	Common Stock, $0.01 par value per share
Trading Symbol	TREE
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		13,122,650

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Revenue	$ 220,251	$ 310,605	$ 687,661	$ 851,416
Costs and expenses:
Cost of revenue (exclusive of depreciation and amortization shown separately below)	13,220	17,671	40,936	51,651
Selling and marketing expense	154,670	200,818	464,129	567,338
General and administrative expense	33,705	30,323	94,276	89,391
Product development	11,477	10,200	33,252	30,541
Depreciation	3,535	2,696	10,463	7,737
Amortization of intangibles	13,090	13,778	40,603	41,485
Change in fair value of contingent consideration	6,658	3,839	7,711	21,221
Severance	0	179	190	636
Litigation settlements and contingencies	13	(92)	(983)	(291)
Total costs and expenses	236,368	279,412	690,577	809,709
Operating (loss) income	(16,117)	31,193	(2,916)	41,707
Other (expense) income, net:
Interest expense, net	(16,617)	(4,845)	(26,406)	(15,408)
Other income	0	4	7	143
(Loss) income before income taxes	(32,734)	26,352	(29,315)	26,442
Income tax benefit (expense)	7,925	(1,889)	14,866	11,552
Net (loss) income from continuing operations	(24,809)	24,463	(14,449)	37,994
Income (loss) from discontinued operations, net of tax	166	(20,199)	(25,550)	(22,024)
Net (loss) income and comprehensive (loss) income	$ (24,643)	$ 4,264	$ (39,999)	$ 15,970
Weighted average shares outstanding:
Basic	13,033	12,890	12,992	12,805
Diluted	13,033	14,632	12,992	14,629
(Loss) income per share from continuing operations:
Basic (in dollars per share)	$ (1.90)	$ 1.90	$ (1.11)	$ 2.97
Diluted (in dollars per share)	(1.90)	1.67	(1.11)	2.60
Income (loss) per share from discontinued operations:
Basic (in dollars per share)	0.01	(1.57)	(1.97)	(1.72)
Diluted (in dollars per share)	0.01	(1.38)	(1.97)	(1.51)
Net (loss) income per share:
Basic (in dollars per share)	(1.89)	0.33	(3.08)	1.25
Diluted (in dollars per share)	$ (1.89)	$ 0.29	$ (3.08)	$ 1.09

CONSOLIDATED BALANCE SHEETS - USD ($)	Sep. 30, 2020	Dec. 31, 2019
ASSETS:
Cash and cash equivalents	$ 187,261,000	$ 60,243,000
Restricted cash and cash equivalents	112,000	96,000
Accounts receivable (net of allowance of $1,638 and $1,466, respectively)	96,631,000	113,487,000
Prepaid and other current assets	27,585,000	15,516,000
Current assets of discontinued operations	1,172,000	84,000
Total current assets	312,761,000	189,426,000
Property and equipment (net of accumulated depreciation of $22,318 and $17,979, respectively)	48,877,000	31,363,000
Operating lease right-of-use assets	86,193,000	25,519,000
Goodwill	420,139,000	420,139,000
Intangible assets, net	140,977,000	181,580,000
Deferred income tax assets	92,649,000	87,664,000
Equity investment (Note 7)	80,000,000	0
Other non-current assets	5,262,000	4,330,000
Non-current assets of discontinued operations	16,731,000	7,948,000
Total assets	1,203,589,000	947,969,000
LIABILITIES:
Revolving credit facility	0	75,000,000.0
Accounts payable, trade	4,895,000	2,873,000
Accrued expenses and other current liabilities	106,333,000	112,755,000
Current contingent consideration	25,068,000	9,028,000
Current liabilities of discontinued operations	300,000	31,050,000
Total current liabilities	136,596,000	230,706,000
Long-term debt	603,520,000	264,391,000
Operating lease liabilities	87,597,000	21,358,000
Non-current contingent consideration	10,107,000	24,436,000
Other non-current liabilities	4,760,000	4,752,000
Total liabilities	842,580,000	545,643,000
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; 15,759,235 and 15,676,819 shares issued, respectively, and 13,117,917 and 13,035,501 shares outstanding, respectively	158,000	157,000
Additional paid-in capital	1,176,664,000	1,177,984,000
Accumulated deficit	(632,652,000)	(592,654,000)
Treasury stock; 2,641,318 shares	(183,161,000)	(183,161,000)
Total shareholders' equity	361,009,000	402,326,000
Total liabilities and shareholders' equity	$ 1,203,589,000	$ 947,969,000

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Statement of Financial Position [Abstract]
Accounts receivable, allowance (in dollars)	$ 1,638	$ 1,466
Accumulated depreciation of property and equipment	$ 22,318	$ 17,979
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	15,759,235	15,676,819
Common stock, outstanding shares	13,117,917	13,035,501
Treasury stock, shares	2,641,318	2,641,318

CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Treasury Stock
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
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		626
Issuance of common stock for stock options, restricted stock awards and restricted stock units, net of withholding taxes (in shares)		31,000
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 Dec. 31, 2019	402,326	$ 157	1,177,984	(592,654)	$ (183,161)
Balance (in shares) at Dec. 31, 2019		15,677,000			2,641,000
Increase (Decrease) in Stockholders' Equity
Net (loss) income and comprehensive (loss) income	14,401			14,401
Non-cash compensation	11,917		11,917
Issuance of common stock for stock options, restricted stock awards and restricted stock units, net of withholding taxes	(5,087)		(5,087)
Issuance of common stock for stock options, restricted stock awards and restricted stock units, net of withholding taxes (in shares)		27,000
Other	0	$ 0	(1)	1
Balance at Mar. 31, 2020	423,557	$ 157	1,184,813	(578,252)	$ (183,161)
Balance (in shares) at Mar. 31, 2020		15,704,000			2,641,000
Balance at Dec. 31, 2019	402,326	$ 157	1,177,984	(592,654)	$ (183,161)
Balance (in shares) at Dec. 31, 2019		15,677,000			2,641,000
Increase (Decrease) in Stockholders' Equity
Net (loss) income and comprehensive (loss) income	(39,999)
Balance at Sep. 30, 2020	361,009	$ 158	1,176,664	(632,652)	$ (183,161)
Balance (in shares) at Sep. 30, 2020		15,759,000			2,641,000
Balance at Mar. 31, 2020	423,557	$ 157	1,184,813	(578,252)	$ (183,161)
Balance (in shares) at Mar. 31, 2020		15,704,000			2,641,000
Increase (Decrease) in Stockholders' Equity
Net (loss) income and comprehensive (loss) income	(29,757)			(29,757)
Non-cash compensation	13,158		13,158
Issuance of common stock for stock options, restricted stock awards and restricted stock units, net of withholding taxes	(981)		(981)
Issuance of common stock for stock options, restricted stock awards and restricted stock units, net of withholding taxes (in shares)		27,000
Balance at Jun. 30, 2020	405,977	$ 157	1,196,990	(608,009)	$ (183,161)
Balance (in shares) at Jun. 30, 2020		15,731,000			2,641,000
Increase (Decrease) in Stockholders' Equity
Net (loss) income and comprehensive (loss) income	(24,643)			(24,643)
Non-cash compensation	14,161		14,161
Issuance of common stock for stock options, restricted stock awards and restricted stock units, net of withholding taxes	4,646	$ 1	4,645
Adjustments to Additional Paid in Capital, Equity Component of Convertible Debt	116,300		116,300
Issuance of common stock for stock options, restricted stock awards and restricted stock units, net of withholding taxes (in shares)		28,000
Repurchase of 0.625% Convertible Senior Notes, net	(107,882)		(107,882)
Convertible note hedge transactions	(14,379)		(14,379)
Warrant transactions	(33,171)		(33,171)
Balance at Sep. 30, 2020	$ 361,009	$ 158	$ 1,176,664	$ (632,652)	$ (183,161)
Balance (in shares) at Sep. 30, 2020		15,759,000			2,641,000

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019
Cash flows from operating activities attributable to continuing operations:
Net (loss) income and comprehensive (loss) income	$ (39,999)	$ 15,970
Less: Loss from discontinued operations, net of tax	25,550	22,024
Net (loss) income from continuing operations	(14,449)	37,994
Adjustments to reconcile income from continuing operations to net cash provided by operating activities attributable to continuing operations:
Loss (gain) on impairments and disposal of assets	686	(1,119)
Amortization of intangibles	40,603	41,485
Depreciation	10,463	7,737
Non-cash compensation expense	39,236	40,832
Deferred income taxes	(15,489)	(11,532)
Change in fair value of contingent consideration	7,711	21,221
Bad debt expense	1,314	1,865
Amortization of debt issuance costs	2,241	1,463
Amortization of convertible debt discount	12,429	8,959
Loss on extinguishment of debt	7,768	0
Reduction in carrying amount of ROU asset, offset by change in operating lease liabilities	2,490	302
Changes in current assets and liabilities:
Accounts receivable	15,541	(50,030)
Prepaid and other current assets	(335)	(865)
Accounts payable, accrued expenses and other current liabilities	(9,733)	11,047
Current contingent consideration	(2,670)	(3,000)
Income taxes receivable	65	4,513
Other, net	(1,655)	8
Net cash provided by operating activities attributable to continuing operations	96,216	110,880
Cash flows from investing activities attributable to continuing operations:
Capital expenditures	(20,386)	(15,151)
Proceeds from sale of fixed assets	0	24,060
Equity investment	(80,000)	0
Net cash used in investing activities attributable to continuing operations	(100,386)	(96,187)
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	(1,421)	(9,459)
Proceeds from the issuance of 0.50% Convertible Senior Notes	575,000	0
Repurchase of 0.625% Convertible Senior Notes	(233,862)	0
Payment for convertible note hedge on the 0.50% Convertible Senior Notes	(124,200)	0
Termination of convertible note hedge on the 0.625% Convertible Senior Notes	109,881	0
Proceeds from the sale of warrants related to the 0.50% Convertible Senior Notes	61,180	0
Termination of warrants related to the 0.625% Convertible Senior Notes	(94,292)	0
Net repayment of revolving credit facility	(75,000)	(40,000)
Payment of debt issuance costs	(16,398)	(31)
Contingent consideration payments	(3,330)	(3,000)
Purchase of treasury stock	0	(4,286)
Other financing activities	(183)	(3)
Net cash provided by (used in) financing activities attributable to continuing operations	197,375	(56,779)
Total cash provided by (used in) continuing operations	193,205	(42,086)
Net cash used in operating activities attributable to discontinued operations	(66,171)	(12,316)
Total cash used in discontinued operations	(66,171)	(12,316)
Net increase (decrease) in cash, cash equivalents, restricted cash and restricted cash equivalents	127,034	(54,402)
Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of period	60,339	105,158
Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period	187,373	50,756
Non-cash investing activities:
Capital additions from tenant improvement allowance	0	1,490
ValuePenguin
Cash flows from investing activities attributable to continuing operations:
Acquisition of businesses, net of cash acquired	0	(105,578)
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	6,364	21,171
Cash flows from investing activities attributable to continuing operations:
Acquisition of businesses, net of cash acquired	0	482
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	1,270	(825)
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	$ 77	$ 1,822

CONSOLIDATED STATEMENTS OF CASH FLOWS CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical)	Jul. 24, 2020 Rate	May 31, 2017 Rate
Annual interest rate on convertible senior notes	0.50%	0.625%
2025 Convertible Notes [Member]
Stated interest rate	0.50%
Annual interest rate on convertible senior notes	0.50%
2022 Convertible Notes [Member]
Annual interest rate on convertible senior notes		0.625%

ORGANIZATION	9 Months Ended
ORGANIZATION	Sep. 30, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
ORGANIZATION	ORGANIZATION Company Overview LendingTree, Inc. is currently 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 18—Discontinued Operations for additional information. Basis of Presentation The accompanying unaudited interim consolidated financial statements as of September 30, 2020 and for the three and nine months ended September 30, 2020 and 2019, 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, 2020 are not necessarily indicative of the results to be expected for the year ending December 31, 2020, or any other period. The accompanying consolidated balance sheet as of December 31, 2019 was derived from audited financial statements included in the Company's annual report on Form 10-K for the year ended December 31, 2019 (the "2019 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 2019 Annual Report.

SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
SIGNIFICANT ACCOUNTING POLICIES	Sep. 30, 2020
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: the recoverability of long-lived assets, goodwill and intangible assets; the determination of income taxes payable and deferred income taxes, including related valuation allowances; fair value of assets acquired in a business combination; contingent consideration related to business combinations; litigation accruals; HLC ownership related claims; contract assets; various other allowances, reserves and accruals; assumptions related to the determination of stock-based compensation; and the determination of right-of-use assets and lease liabilities. The Company considered the impact of COVID-19 on the assumptions and estimates used when preparing its quarterly financial statements including, but not limited to, our allowance for doubtful accounts, valuation allowances, contract asset and contingent consideration. These assumptions and estimates may change as new events occur and additional information is obtained. If economic conditions caused by COVID-19 do not recover as currently estimated by management, such future changes may have an adverse impact on the Company's results of operations, financial position and liquidity. Certain Risks and Concentrations LendingTree's business is subject to certain risks and concentrations including dependence on third-party technology providers, exposure to risks associated with online commerce security and credit card fraud. Financial instruments, which potentially subject the Company to concentration of credit risk at September 30, 2020, consist primarily of cash and cash equivalents and accounts receivable, as disclosed in the consolidated balance sheet. Cash and cash equivalents are in excess of Federal Deposit Insurance Corporation insurance limits, but are maintained with quality financial institutions of high credit. The Company requires certain Network Partners to maintain security deposits with the Company, which in the event of non-payment, would be applied against any accounts receivable outstanding. Due to the nature of the mortgage lending industry, interest rate fluctuations may negatively impact future revenue from the Company's marketplace. Lenders and lead purchasers participating on the Company's marketplace can offer their products directly to consumers through brokers, mass marketing campaigns or through other traditional methods of credit distribution. These lenders and lead purchasers can also offer their products online, either directly to prospective borrowers, through one or more online competitors, or both. If a significant number of potential consumers are able to obtain loans and other products from Network Partners without utilizing the Company's services, the Company's ability to generate revenue may be limited. Because the Company does not have exclusive relationships with the Network Partners whose loans and other financial products are offered on its online marketplace, consumers may obtain offers from these Network Partners without using its 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. Recently Adopted 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. The amendments should be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. The Company adopted ASU 2018-15 in the first quarter of 2020 using the prospective approach. Subsequent to the adoption of this ASU, capitalizable implementation costs incurred in a hosting arrangement that is a service contract are recorded within prepaid and other current assets and other non-current assets on the consolidated balance sheet. The expense related to these capitalized implementation costs are included within general and administrative expense on the consolidated statement of operations and comprehensive income. The adoption of ASU 2018-15 did not have a material impact on the consolidated financial statements as of September 30, 2020 and for the three and nine months ended September 30, 2020. 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. Certain amendments must be applied prospectively while others are to be applied on a retrospective basis to all periods presented. The Company adopted ASU 2018-13 in the first quarter of 2020. See Note 16—Fair Value Measurements. 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. The Company adopted 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. ASC Topic 326 is effective for annual and interim reporting periods beginning after December 15, 2019. The guidance must be adopted using a modified retrospective transition. The Company adopted ASC Topic 326 as of January 1, 2020, which did not result in any cumulative effect adjustment to the opening balance of accumulated deficit in the period of adoption. Recently Issued Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, which simplifies the accounting for convertible instruments, amends the derivatives scope exception guidance for contracts in an entity’s own equity, and amends the related earnings-per-share guidance. This ASU is effective for annual and interim reporting periods beginning after December 15, 2021. Early adoption is permitted for fiscal years beginning after December 15, 2020, including adoption in interim periods. An entity should adopt the guidance as of the beginning of its annual fiscal year. An entity may adopt the amendments through either a modified retrospective method of transition or a fully retrospective method of transition. The Company expects the amendments to impact its convertible senior notes and warrants issued, and is evaluating the impact this ASU will have on its consolidated financial statements and whether to early adopt. In December 2019, the FASB issued ASU 2019-12, which simplifies the accounting for income taxes by removing certain exceptions to the general principles in ASC Topic 740, Income Taxes, and clarifies certain aspects of the current guidance to improve consistency among reporting entities. This ASU is effective for annual and interim reporting periods beginning after December 15, 2020. Early adoption is permitted, including adoption in interim periods. Entities electing early adoption must adopt all amendments in the same period. Most amendments must be applied prospectively while others are to be applied on a retrospective basis for all periods presented or a modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. The Company is evaluating the impact this ASU will have on its consolidated financial statements and will adopt ASU 2019-12 in the first quarter of 2021.

REVENUE

9 Months Ended

Sep. 30, 2020

Revenue from Contract with Customer [Abstract]

REVENUE

Revenue is as follows (in thousands):



	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
Home	$	78,859	$	77,265	$	232,156	$	212,458
Credit cards	6,656		54,822		65,436		165,373
Personal loans	12,505		43,873		52,841		117,513
Other Consumer	29,216		53,234		87,142		118,735
Total Consumer	48,377		151,929		205,419		401,621
Insurance	92,500		74,849		248,156		213,882
Other	515		6,562		1,930		23,455
Total revenue	$	220,251	$	310,605	$	687,661	$	851,416

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

Revenue from Home products is primarily generated from upfront match fees paid by mortgage Network Partners that receive a loan request, and in some cases upfront fees for clicks or call transfers. Match fees and upfront fees for clicks and call transfers

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

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

The Company recognizes revenue on closing fees and approval fees at the point when a loan request or a credit card consumer is delivered to the customer. The Company's contractual right to closing fees and approval fees is not contemporaneous with the satisfaction of the performance obligation to deliver a loan request or a credit card consumer to the customer. As such, the Company records a contract asset at each reporting period-end related to the estimated variable consideration on closing fees and approval fees for which the Company has satisfied the related performance obligation, but are still pending the loan closing or credit card approval before the Company has a contractual right to payment. This estimate is based on the Company's historical closing rates and historical time between when a consumer request for a loan or credit card is delivered to the lender or card issuer and when the loan is closed by the lender or approved by the card issuer.

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

The contract asset recorded within prepaid and other current assets on the consolidated balance sheets related to estimated variable consideration was $6.1 million and $6.5 million at September 30, 2020 and December 31, 2019, respectively.

The contract liability recorded within accrued expenses and other current liabilities on the consolidated balance sheets related to upfront fees paid by consumers in the Company's Consumer business was $0.9 million and $0.6 million at September 30, 2020 and December 31, 2019, respectively. During the first nine months of 2020, the Company recognized revenue of $0.6 million that was included in the contract liability balance at December 31, 2019. 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 increases to such revenue from prior periods of $0.6 million and $0.9 million in the third quarters of 2020 and 2019, respectively.

CASH AND RESTRICTED CASH

9 Months Ended

Sep. 30, 2020

Cash and Cash Equivalents [Abstract]

CASH AND RESTRICTED CASH

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



	September 30, 2020		December 31, 2019
Cash and cash equivalents	$	187,261	$	60,243
Restricted cash and cash equivalents	112		96
Total cash, cash equivalents, restricted cash and restricted cash equivalents	$	187,373	$	60,339

ALLOWANCE FOR DOUBTFUL ACCOUNTS

9 Months Ended

Sep. 30, 2020

Credit Loss [Abstract]

ALLOWANCE FOR DOUBTFUL ACCOUNTS

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, current and expected economic conditions and the specific customer's current and expected ability to pay its obligation. Accounts receivable are considered past due when they are outstanding longer than the contractual payment terms. Accounts receivable are written off when management deems them uncollectible.

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



	Three Months Ended September 30,						Nine Months Ended September 30,
	2020			2019			2020			2019
Balance, beginning of the period	$	1,756		$	1,676		$	1,466		$	1,143
Charges to earnings	365			583			1,314			1,865
Write-off of uncollectible accounts receivable	(483		)	(441		)	(1,152		)	(1,202		)
Recoveries collected	—			5			10			17
Balance, end of the period	$	1,638		$	1,823		$	1,638		$	1,823

- Definition

The entire disclosure for credit loss on financial instrument measured at amortized cost basis, net investment in lease, off-balance sheet credit exposure, and available-for-sale debt security.

+ References + Details

GOODWILL AND INTANGIBLE ASSETS

9 Months Ended

Sep. 30, 2020

Goodwill and Intangible Assets Disclosure [Abstract]

GOODWILL AND INTANGIBLE ASSETS

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



	September 30, 2020			December 31, 2019
Goodwill	$	903,227		$	903,227
Accumulated impairment losses	(483,088		)	(483,088		)
Net goodwill	$	420,139		$	420,139

Intangible assets with indefinite lives	$	10,142		$	10,142
Intangible assets with definite lives, net	130,835			171,438
Total intangible assets, net	$	140,977		$	181,580

Goodwill and Indefinite-Lived Intangible Assets

The Company's goodwill at each of September 30, 2020 and December 31, 2019 consists of $59.3 million associated with the Home segment, $166.1 million associated with the Consumer segment, and $194.7 million associated with the Insurance segment.

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

Intangible Assets with Definite Lives

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



	Cost		Accumulated Amortization			Net
Technology	$	116,000	$	(70,004	)	$	45,996
Customer lists	77,300		(17,033		)	60,267
Trademarks and tradenames	17,200		(9,062		)	8,138
Website content	43,200		(26,767		)	16,433
Other	5		(4		)	1
Balance at September 30, 2020	$	253,705	$	(122,870	)	$	130,835



	Cost		Accumulated Amortization			Net
Technology	$	116,200	$	(48,938	)	$	67,262
Customer lists	77,300		(12,452		)	64,848
Trademarks and tradenames	17,200		(6,407		)	10,793
Website content	51,000		(22,467		)	28,533
Other	5		(3		)	2
Balance at December 31, 2019	$	261,705	$	(90,267	)	$	171,438

Amortization of intangible assets with definite lives is computed on a straight-line basis and, based on balances as of September 30, 2020, future amortization is estimated to be as follows (in thousands):



	Amortization Expense
Remainder of current year	$	12,475
Year ending December 31, 2021	42,738
Year ending December 31, 2022	25,256
Year ending December 31, 2023	8,602
Year ending December 31, 2024	6,747
Thereafter	35,017
Total intangible assets with definite lives, net	$	130,835

EQUITY INVESTMENTS	9 Months Ended
EQUITY INVESTMENTS	Sep. 30, 2020
Equity Method Investments and Joint Ventures [Abstract]
EQUITY INVESTMENT	EQUITY INVESTMENT On February 28, 2020, the Company acquired an equity interest in Stash Financial, Inc. (“Stash”) for $80.0 million. Stash is a consumer investing and banking platform. Stash brings together banking, investing, and education into one seamless experience offering a full-suite of personal investment accounts, Traditional and Roth IRAs, custodial investment accounts, and banking services, including checking accounts and debit cards with a Stock-Back^® rewards program. The Stash equity securities do not have a readily determinable fair value and, upon acquisition, the Company elected the measurement alternative to value its securities. The Stash equity securities will be carried at cost and subsequently marked to market upon observable market events with any gains or losses recorded in operating income in the consolidated statement of operations. As of September 30, 2020, there have been no observable market events that would result in upward or downward adjustments in the fair value and there have been no impairments to the original cost of $80.0 million.

BUSINESS ACQUISITION

9 Months Ended

Sep. 30, 2020

Business Combinations [Abstract]

BUSINESS ACQUISITION

BUSINESS ACQUISITIONS

Changes in Contingent Consideration

In 2018, the Company acquired all of the outstanding equity interests of QuoteWizard.com, LLC (“QuoteWizard”) and Ovation Credit Services, Inc. (“Ovation”).

In 2017, the Company acquired certain assets of Snap Capital LLC, which does business under the name SnapCap (“SnapCap”) and all of the assets of Deposits Online, LLC, which does business under the name DepositAccounts.com (“DepositAccounts”).

The Company will make earnout payments ranging from zero to $46.8 million based on the achievement of certain defined performance targets for QuoteWizard. During 2020, the Company made the final earnout payments related to the achievement of certain defined earnings targets for SnapCap. The Company made no earnout payments related to the DepositAccounts acquisition during 2020, and the earnout is complete.

In October 2020, the Company made the final earnout payment related to the achievement of certain defined operating metrics for Ovation.

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



	Three Months Ended September 30,					Nine Months Ended September 30,
	2020		2019			2020		2019
QuoteWizard	$	6,568	$	4,278		$	6,364	$	21,171
Ovation	90		(811		)	1,270		(825		)
SnapCap	—		372			77		1,822
DepositAccounts	—		—			—		(947		)
Total changes in fair value of contingent consideration	$	6,658	$	3,839		$	7,711	$	21,221

As of September 30, 2020, the estimated fair value of the contingent consideration for the QuoteWizard acquisition totaled $30.8 million, of which $20.7 million is included in current contingent consideration and $10.1 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.

As of September 30, 2020, the estimated fair value of the contingent consideration for the Ovation acquisition totaled $4.4 million, which is included in current contingent consideration in the accompanying consolidated balance sheet. The estimated fair value of the contingent consideration payment is based on the $4.4 million achieved target discounted from the payment due date to September 30, 2020.

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

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

9 Months Ended

Sep. 30, 2020

Payables and Accruals [Abstract]

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

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



	September 30, 2020		December 31, 2019
Accrued advertising expense	$	50,752	$	65,836
Accrued compensation and benefits	15,480		10,540
Accrued professional fees	3,510		1,560
Customer deposits and escrows	7,547		6,920
Contribution to LendingTree Foundation	3,333		3,333
Current lease liabilities	5,826		6,885
Other	19,885		17,681
Total accrued expenses and other current liabilities	$	106,333	$	112,755

LEASES

9 Months Ended

Sep. 30, 2020

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, 2020, right-of-use assets totaled $86.2 million and lease liabilities, the current portion of which is included in accrued expenses and other current liabilities in the accompanying balance sheet, totaled $93.4 million. At December 31, 2019, right-of-use assets totaled $25.5 million and lease liabilities totaled $28.2 million. During the second quarter of 2020 the right-of-use assets and lease liabilities increased $65.7 million due to commencement of the lease, as defined under ASC Topic 842, Leases, for the Company’s new principal executive offices currently under construction in Charlotte, North Carolina.

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,				Nine Months Ended September 30,
	2020		2019		2020		2019
Operating lease cost	$	3,568	$	1,765	$	7,562	$	4,495
Short-term lease cost	11		21		49		69
Total lease cost	$	3,579	$	1,786	$	7,611	$	4,564

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



	September 30, 2020		December 31, 2019
Weighted average remaining lease term	13.0 years		5.0 years
Weighted average discount rate	5.0	%	4.7	%

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



	Nine Months Ended September 30,
	2020		2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	5,077	$	4,191
Right-of-use assets obtained in exchange for new operating lease liabilities	$	66,463	$	21,912

Maturities of lease liabilities as of September 30, 2020 are as follows (in thousands):



	Operating Leases
Remainder of current year	$	2,118
Year ending December 31, 2021	8,949
Year ending December 31, 2022	12,619
Year ending December 31, 2023	12,409
Year ending December 31, 2024	10,885
Thereafter	105,398
Total lease payments	152,378
Less: Interest	46,096
Less: Tenant improvement allowances	12,859
Present value of lease liabilities	$	93,423

Rental income of $0.3 million in the first nine months of 2019 is included in other income on the accompanying consolidated statements of operations and comprehensive income.

SHAREHOLDERS' EQUITY

9 Months Ended

Sep. 30, 2020

Earnings Per Share [Abstract]

SHAREHOLDERS' EQUITY

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



	Three Months Ended September 30,		Nine Months Ended September 30,
	2020	2019	2020	2019
Weighted average basic common shares	13,033	12,890	12,992	12,805
Effect of stock options	—	726	—	760
Effect of dilutive share awards	—	136	—	176
Effect of Convertible Senior Notes and warrants	—	880	—	888
Weighted average diluted common shares	13,033	14,632	12,992	14,629

For the three and nine months ended September 30, 2020, the Company had losses from continuing operations and, as a result, no potentially dilutive securities were included in the denominator for computing diluted loss per share, because the impact would have been anti-dilutive. Accordingly, the weighted average basic shares outstanding was used to compute loss per share. Approximately 1.3 million and 1.1 million shares related to potentially dilutive securities were excluded from the calculation of diluted loss per share for the three and nine months ended September 30, 2020, respectively, because their inclusion would have been anti-dilutive. For the three and nine months ended September 30, 2020, the weighted average shares that were anti-dilutive included options to purchase 0.1 million and 0.2 million shares of common stock, respectively.

For each of the three and nine months ended September 30, 2019, the weighted average shares that were anti-dilutive included options to purchase 0.1 million shares of common stock.

The convertible notes and the warrants issued by the Company could be converted into the Company’s common stock, subject to certain contingencies. See Note 14—Debt for additional information. Shares of the Company's common stock associated with the 0.50% Convertible Senior Notes due July 15, 2025 and the warrants issued by the Company in 2020 were excluded from the calculation of diluted loss per share for the three and nine months ended September 30, 2020, as they were anti-dilutive since the conversion price of the notes and the strike price of the warrants were greater than the average market price of the Company's common stock during these periods.

Common Stock Repurchases

In each of February 2018 and February 2019, the board of directors authorized and the Company announced the repurchase of up to $100.0 million and $150.0 million, respectively, of LendingTree's common stock. During the first nine months of 2019, the Company purchased 18,580 shares of its common stock for aggregate consideration of $4.3 million. At September 30, 2020, approximately $179.7 million of the previous authorizations to repurchase common stock remain available.

STOCK-BASED COMPENSATION

9 Months Ended

Sep. 30, 2020

Share-based Payment Arrangement [Abstract]

STOCK-BASED COMPENSATION

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



	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
Cost of revenue	$	372	$	208	$	947	$	558
Selling and marketing expense	1,678		835		4,431		4,867
General and administrative expense	10,356		8,627		29,208		30,534
Product development	1,755		1,127		4,650		4,873
Total non-cash compensation	$	14,161	$	10,797	$	39,236	$	40,832

Stock Options

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



	Number of Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value^(a)
			(per option)		(in years)	(in thousands)
Options outstanding at January 1, 2020	777,871		$	69.87
Granted ^(b)	73,737		276.38
Exercised	(47,500	)	161.39
Forfeited	(717	)	291.12
Expired	(2,036	)	352.68
Options outstanding at September 30, 2020	801,355		82.54		3.87	$	180,661
Options exercisable at September 30, 2020	651,144		$	40.61	2.79	$	173,993

(a)

The aggregate intrinsic value represents the total pre-tax intrinsic value (the difference between the Company's closing stock price of $306.89 on the last trading day of the quarter ended September 30, 2020 and the exercise price, multiplied by the number of shares covered by in-the-money options) that would have been received by the option holder had the option holder exercised these options on September 30, 2020. The intrinsic value changes based on the market value of the Company's common stock.

(b)

During the nine months ended September 30, 2020, the Company granted stock options to certain employees and members of the board of directors with a weighted average grant date fair value per share of $138.75, calculated using the Black-Scholes option pricing model, which vesting periods include (a) immediate vesting on grant date (b) one year from grant date (c) three years from grant date and (d) four years from 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⁾	5.00 - 6.25 years
Expected dividend ⁽²⁾	—
Expected volatility ⁽³⁾	52 - 60%
Risk-free interest rate ⁽⁴⁾	0.33 - 0.96%


(1)	The expected term of stock options granted was calculated using the "Simplified Method," which utilizes the midpoint between the weighted average time of vesting and the end of the contractual term. This method was utilized for the stock options due to a lack of historical exercise behavior by the Company's employees.


(2)	For all stock options granted in 2020, no dividends are expected to be paid over the contractual term of the stock options, resulting in a zero expected dividend rate.


(3)	The expected volatility rate is based on the historical volatility of the Company's common stock.


(4)	The risk-free interest rate is specific to the date of grant. The risk-free interest rate is based on U.S. Treasury yields for notes with comparable expected terms as the awards, in effect at the grant date.

Stock Options with Market Conditions

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



	Number of Options with Market Conditions	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value^(a)
		(per option)		(in years)	(in thousands)
Options outstanding at January 1, 2020	463,440	$	204.31
Granted^(b)	19,126	275.82
Exercised	—	—
Forfeited	—	—
Expired	—	—
Options outstanding at September 30, 2020	482,566	207.14		7.02	$	50,162
Options exercisable at September 30, 2020	—	$	—	0.00	$	—

(a)


(b)	During the nine months ended September 30, 2020, the Company granted stock options with a grant date fair value per share of $196.07, calculated using the Monte Carlo simulation model, which has a vesting date of March 31, 2024.

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⁾	7.00 years
Expected dividend ⁽²⁾	—
Expected volatility ⁽³⁾	51%
Risk-free interest rate ⁽⁴⁾	1.03%


(1)	The expected term of stock options with a market condition granted was calculated using the midpoint between the time of vesting and the end of the contractual term.


(2)	For all stock options with a market condition granted in 2020, 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.

A maximum of 805,885 shares may be earned for achieving superior performance up to 167% of the target number of shares. As of September 30, 2020, performance-based nonqualified stock options with a market condition of 481,669 had been earned, which have a vest date of September 30, 2022.

Restricted Stock Units

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



	RSUs
	Number of Units		Weighted Average Grant Date Fair Value
			(per unit)
Nonvested at January 1, 2020	144,939		$	267.85
Granted	130,518		286.40
Vested	(62,167	)	240.57
Forfeited	(10,333	)	279.95
Nonvested at September 30, 2020	202,957		$	287.54

Restricted Stock Units with Performance Conditions

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



	RSUs with Performance Conditions
	Number of Units		Weighted Average Grant Date Fair Value
			(per unit)
Nonvested at January 1, 2020	14,647		$	210.55
Granted	—		—
Vested	(1,992	)	125.75
Forfeited	—		—
Nonvested at September 30, 2020	12,655		$	223.90

Restricted Stock Awards with Performance Conditions

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



	RSAs with Performance Conditions
	Number of Awards		Weighted Average Grant Date Fair Value
			(per unit)
Nonvested at January 1, 2020	47,608		$	340.25
Granted	—		—
Vested	(17,853	)	340.25
Forfeited	—		—
Nonvested at September 30, 2020	29,755		$	340.25

Restricted Stock Awards with Market Conditions

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



	RSAs with Market Conditions
	Number of Awards	Weighted Average Grant Date Fair Value
		(per unit)
Nonvested at January 1, 2020	26,674	$	340.25
Granted	—	—
Vested	—	—
Forfeited	—	—
Nonvested at September 30, 2020	26,674	$	340.25

A maximum of 44,545 shares may be earned for achieving superior performance up to 167% of the target number of shares. As of September 30, 2020, performance-based restricted stock awards with a market condition of 29,601 had been earned, which have a vest date of September 30, 2022.

INCOME TAXES

9 Months Ended

Sep. 30, 2020

Income Tax Disclosure [Abstract]

INCOME TAXES



	Three Months Ended September 30,						Nine Months Ended September 30,
	2020			2019			2020			2019
	(in thousands, except percentages)
Income tax benefit (expense)	$	7,925		$	(1,889	)	$	14,866		$	11,552
Effective tax rate	24.2		%	7.2		%	50.7		%	(43.7		)%

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

On March 27, 2020, President Trump signed into law the CARES Act. This legislation is an economic relief package in response to the public health and economic impacts of COVID-19 and includes various provisions that impact the Company, including, but not limited to, modifications for net operating losses, accelerated timeframe for refunds associated with prior minimum taxes and modifications of the limitation on business interest.

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

For the third quarter and first nine months of 2019, the effective tax rate varied from the federal statutory rate of 21% primarily due to a tax benefit of $2.8 million and $16.5 million, respectively, recognized for excess tax benefits resulting from employee exercises of stock options and vesting of restricted stock in accordance with ASU 2016-09, a tax benefit of $1.9 million recognized from an adjustment to the federal research tax credit and the effect of state taxes.



	Three Months Ended September 30,					Nine Months Ended September 30,
	2020		2019			2020		2019
	(in thousands)
Income tax benefit (expense) - excluding excess tax benefit on stock compensation and CARES Act	$	7,750	$	(4,705	)	$	6,780	$	(4,989	)
Excess tax benefit on stock compensation	175		2,816			1,982		16,541
Income tax benefit from CARES Act	—		—			6,104		—
Income tax benefit (expense)	$	7,925	$	(1,889	)	$	14,866	$	11,552

DEBT

9 Months Ended

Sep. 30, 2020

Debt Disclosure [Abstract]

DEBT

Convertible Senior Notes

2025 Notes

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

The initial conversion rate of the 2025 Notes is 2.1683 shares of the Company's common stock per $1,000 principal amount of 2025 Notes (which is equivalent to an initial conversion price of approximately $461.19 per share). The conversion rate will be subject to adjustment upon the occurrence of certain specified events but will not be adjusted for accrued and unpaid interest. In addition, upon the occurrence of a make-whole fundamental change prior to the maturity of the 2025 Notes or if the Company issues a notice of redemption for the 2025 Notes, the Company will, in certain circumstances, increase the conversion rate by a specified number of additional shares for a holder that elects to convert the 2025 Notes in connection with such make-whole fundamental change or to convert its 2025 Notes called for redemption, as the case may be. Upon conversion, the 2025 Notes will settle for cash, shares of the Company’s stock, or a combination thereof, at the Company’s option. It is the intent of the Company to settle the principal amount of the 2025 Notes in cash and any conversion premium in shares of its common stock.

The 2025 Notes are the Company’s senior unsecured obligations and will rank senior in right of payment to any of the Company’s indebtedness that is expressly subordinated in right of payment to the 2025 Notes; equal in right of payment to any of the Company’s unsecured indebtedness that is not so subordinated; effectively junior in right of payment to any of the Company’s secured indebtedness, including borrowings under the senior secured revolving credit facility, described below, to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities (including trade payables) of the Company’s subsidiaries.

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

•

during any calendar quarter commencing after the calendar quarter ending on September 30, 2020 (and only during such calendar quarter), if the last reported sale price of the common stock for at least 20 trading days (whether or not consecutive) during the 30 consecutive trading day period ending on, and including the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day;


•	during the 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 2025 Notes) per $1,000 principal amount of 2025 Notes for such trading day was less than 98% of the product of the last reported sale price of the common stock and the conversion rate on each such trading day;


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


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

Holders of the 2025 Notes are not entitled to convert the 2025 Notes during the calendar quarter ended December 31, 2020 as the last reported sale price of the Company's common stock, for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on September 30, 2020, was not greater than or equal to 130% of the conversion price of the 2025 Notes on each applicable trading day.

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

The Company may not redeem the 2025 Notes prior to July 20, 2023. On or after July 20, 2023 and before the 41^st scheduled trading day immediately before the maturity date, the Company may redeem for cash all or a portion of the 2025 Notes, at its option, if the last reported sale price of the common stock for at least 20 trading days (whether or not consecutive) during the 30 consecutive trading day period (and including the last trading day of such period) ending on, and including the last trading day immediately preceding the date of notice of redemption is greater than or equal to 130% of the conversion price on each applicable trading day. The redemption price will be equal to 100% of the principal amount of the 2025 Notes to be redeemed, plus any accrued and unpaid interest to, but excluding, the redemption date. No sinking fund is provided for the 2025 Notes.

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

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

The initial measurement of convertible debt instruments that may be settled in cash is separated into a debt and an 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 2025 Notes were determined using an interest rate of 5.30%, which reflects the nonconvertible debt borrowing rate of the Company at the date of issuance. As a result, the initial components of debt and equity were $455.6 million and $119.4 million, respectively. Financing costs related to the issuance of the 2025 Notes were approximately $15.1 million, of which $12.0 million were allocated to the liability component and are being amortized to interest expense over the term of the debt and $3.1 million were allocated to the equity component.

In the third quarter of 2020, the Company recorded interest expense on the 2025 Notes of $4.9 million which consisted of $0.5 million associated with the 0.50% coupon rate, $4.0 million associated with the accretion of the debt discount, and $0.4 million associated with the amortization of the debt issuance costs. The debt discount is being amortized over the term of the debt.

As of September 30, 2020, the fair value of the 2025 Notes is estimated to be approximately $562.1 million using the Level 1 observable input of the last quoted market price for the quarter ended September 30, 2020.

A summary of the gross carrying amount, unamortized debt cost, debt issuance costs and net carrying value of the liability component of the 2025 Notes are as follows (in thousands):



	September 30, 2020
Gross carrying amount	$	575,000
Unamortized debt discount	115,427
Debt issuance costs	11,591
Net carrying amount	$	447,982

2022 Notes

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

The initial conversion rate of the 2022 Notes is 4.8163 shares of the Company's common stock per $1,000 principal amount of 2022 Notes (which is equivalent to an initial conversion price of approximately $207.63 per share). The conversion rate will be subject to adjustment upon the occurrence of certain specified events but will not be adjusted for accrued and unpaid interest. In addition, upon the occurrence of a make-whole fundamental change prior to the maturity of the 2022 Notes, the Company will, in certain circumstances, increase the conversion rate by a specified number of additional shares for a holder that elects to convert the 2022 Notes in connection with such make-whole fundamental change. Upon conversion, the 2022 Notes will settle for cash, shares of the Company’s stock, or a combination thereof, at the Company’s option. It is the intent of the Company to settle the principal amount of the 2022 Notes in cash and any conversion premium in shares of its common stock.

The 2022 Notes are the Company’s senior unsecured obligations and will rank senior in right of payment to any of the Company’s indebtedness that is expressly subordinated in right of payment to the 2022 Notes; equal in right of payment to any of the Company’s unsecured indebtedness that is not so subordinated; effectively junior in right of payment to any of the Company’s secured indebtedness, including borrowings under the senior secured 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 2022 Notes will be convertible at the option of the holders thereof only under the following circumstances:

•

during any calendar quarter commencing after the calendar quarter ending on September 30, 2017 (and only during such calendar quarter), if the last reported sale price of the common stock for at least 20 trading days (whether or not consecutive) during the 30 consecutive trading day period ending on, and including the last trading day of the 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 2022 Notes) per $1,000 principal amount of 2022 Notes for such trading day was less than 98% of the product of the last reported sale price of the common stock and the conversion rate on each such trading day; or


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

Holders of the 2022 Notes were not entitled to convert the 2022 Notes during the calendar quarter ended September 30, 2020 as the last reported sale price of the Company's common stock, for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on June 30, 2020, was not greater than or equal to 130% of the conversion price of the 2022 Notes on each applicable trading day. Holders of the 2022 Notes are entitled to convert the 2022 Notes during the calendar quarter ended December 31, 2020 as the last reported sale price of the Company's common stock, for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on September 30, 2020, was greater than or equal to 130% of the conversion price of the 2022 Notes on each applicable trading day.

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

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

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

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

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

In the first nine months of 2020, the Company recorded interest expense on the 2022 Notes of $10.7 million which consisted of $1.3 million associated with the 0.625% coupon rate, $8.4 million associated with the accretion of the debt discount, and $1.0 million associated with the amortization of the debt issuance costs. In the first nine months of 2019, the Company recorded interest expense on the 2022 Notes of $11.5 million which consisted of $1.4 million associated with the 0.625% coupon rate, $9.0 million associated with the accretion of the debt discount, and $1.1 million associated with the amortization of the debt issuance costs. The debt discount is being amortized over the term of the debt.

As of September 30, 2020, the fair value of the 2022 Notes is estimated to be approximately $265.6 million using the Level 1 observable input of the last quoted market price for the quarter ended September 30, 2020.

A summary of the gross carrying amount, unamortized debt cost, debt issuance costs and net carrying value of the liability component of the 2022 Notes are as follows (in thousands):



	September 30, 2020		December 31, 2019
Gross carrying amount	$	169,692	$	299,991
Unamortized debt discount	12,639		31,789
Debt issuance costs	1,515		3,811
Net carrying amount	$	155,538	$	264,391

Convertible Note Hedge and Warrant Transactions

2020 Hedge and Warrants

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

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

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

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

2017 Hedge and Warrants

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

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

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

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

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

Senior Secured Revolving Credit Facility

On December 10, 2019, the Company's wholly-owned subsidiary, LendingTree, LLC, entered into an amended and restated $500.0 million five-year senior secured revolving credit facility (the "Amended Revolving Credit Facility") which amended and restated the Company's previous $350.0 million five-year senior secured revolving credit facility (the “2017 Revolving Credit Facility”). The Amended Revolving Credit Facility matures on December 10, 2024. Borrowings under the Amended Revolving Credit Facility can be used to finance working capital needs, capital expenditures and general corporate purposes, including to finance permitted acquisitions. As of September 30, 2020, the Company had no borrowings outstanding under the Amended Revolving Credit Facility. As of December 31, 2019, the Company had $75.0 million in borrowings outstanding under the Amended Revolving Credit Facility at the LIBO rate option with a weighted average interest rate of 3.01%, consisting of a $50.0 million 31-day borrowing and a $25.0 million 31-day borrowing.

Up to $10.0 million of the Amended Revolving Credit Facility will be available for short-term loans, referred to as swingline loans. Under certain conditions, the Company will be permitted to add one or more term loans and/or increase revolving commitments under the Amended Revolving Credit Facility by an additional amount equal to the greater of $185.0 million or 100% of Consolidated EBITDA as defined, or a greater amount provided that a total consolidated senior secured debt to EBITDA ratio does not exceed 2.50 to 1.00. Additionally, up to $10.0 million of the Amended Revolving Credit Facility will be available for the issuance of letters of credit. At each of September 30, 2020 and December 31, 2019, the Company had outstanding one letter of credit issued in the amount of $0.2 million.

The Company’s borrowings under the Amended 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 Truist Bank, (b) the federal funds effective rate plus 0.5% and (c) the LIBO rate (defined below) on a daily basis applicable for an interest period of one month plus 1.0% and (ii) an applicable percentage of 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 Amended 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 Amended 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.

On July 21, 2020, the Company executed a temporary amendment to its Amended Revolving Credit Facility to provide for certain covenant relief, primarily to facilitate the issuance of the 2025 Notes, the repurchase of a portion of the 2022 Notes, and to pay down existing borrowings under the credit facility.

The amendment amends the existing credit agreement to, among other things: (i) temporarily replace the total consolidated debt to EBITDA ratio covenant with a consolidated liquidity covenant requiring the Company to maintain unrestricted cash and cash equivalents in the United States plus amounts available and permitted to be drawn under the Amended Revolving Credit Facility to be no less than $200.0 million; (ii) impose additional limitations on certain restricted payments during such temporary period; and (iii) increase the applicable margins to (x) 2.25% for loans based on the LIBO rate and (y) 1.25% for loans based on the base rate, subject to a 0.75% floor, and unused commitment fees to 0.50% under the Amended Revolving Credit Facility during the temporary period. These amendments shall apply from the effective date through the fiscal quarter ending June 30, 2021, unless terminated in advance by the Company.

The Company was in compliance with all covenants at September 30, 2020.

The Amended 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).

Except as noted in the covenant relief discussion above, 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 Amended 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.

In addition to the remaining unamortized debt issuance costs associated with the original revolving credit facility and the Revolving Credit Facility, debt issuance costs of $2.8 million related to the Amended Revolving Credit Facility entered into on December 10, 2019 are being amortized to interest expense over the life of the Amended Revolving Credit Facility. Debt issuance costs of $1.1 million related to the July 21, 2020 temporary amendment are being amortized to interest expense through June 30,

2021, unless the temporary amendment is terminated in advance by the Company. Unamortized debt issuance costs are included in prepaid and other current assets and other non-current assets in the Company's consolidated balance sheet.

In the first nine months of 2020, the Company recorded interest expense related to the Amended Revolving Credit Facility of $3.2 million which consisted of $1.3 million associated with borrowings bearing interest at the LIBO rate, $1.1 million in unused commitment fees, and $0.8 million associated with the amortization of the debt issuance costs. In the first nine months of 2019, the Company recorded interest expense related to the revolving credit facility of $5.1 million which consisted of $4.2 million associated with borrowings bearing interest at the LIBO rate, $0.5 million in unused commitment fees, and $0.4 million associated with the amortization of the debt issuance costs.

CONTINGENCIES	9 Months Ended
CONTINGENCIES	Sep. 30, 2020
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 Company's business. With respect to the matters disclosed in this Note 15, unless otherwise indicated, the Company is unable to estimate the possible loss or range of losses that could potentially result from the application of such non-monetary remedies. As of September 30, 2020, the Company had litigation settlement accruals of $0.1 million and $0.5 million in continuing operations and discontinued operations, respectively. As of December 31, 2019, the Company had litigation settlement accruals of $0.2 million and $31.0 million in continuing operations and discontinued operations, respectively. The litigation settlement accruals relate to litigation matters that were either settled or a firm offer for settlement was extended, thereby establishing an accrual amount that is both probable and reasonably estimable. See Note 18—Discontinued Operations for additional information.

FAIR VALUE MEASUREMENTS

9 Months Ended

Sep. 30, 2020

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

Other than the convertible notes and warrants, as well as the equity interest in Stash, the carrying amounts of the Company's financial instruments are equal to fair value at September 30, 2020. See Note 14—Debt for additional information on the convertible notes and warrants, and see Note 7—Equity Investment for additional information on the equity interest in Stash.

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



	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020			2019
Contingent consideration, beginning of period	$	28,517	$	50,219	$	33,464		$	38,837
Transfers into Level 3	—		—		—			—
Transfers out of Level 3	—		—		—			—
Total net losses (gains) included in earnings (realized and unrealized)	6,658		3,839		7,711			21,221
Purchases, sales and settlements:
Additions	—		—		—			—
Payments	—		—		(6,000		)	(6,000		)
Contingent consideration, end of period	$	35,175	$	54,058	$	35,175		$	54,058

The contingent consideration liability at September 30, 2020 is the estimated fair value of the earnout payments of the Ovation and QuoteWizard acquisitions.

In October 2020, the Company made an earnout payment of $4.4 million based on the achievement of certain defined operating metrics for Ovation. The Company will make earnout payments ranging from zero to $46.8 million based on the achievement of certain defined performance targets for QuoteWizard. See Note 8—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 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.

The following table provides quantitative information about Level 3 fair value measurements.



	Fair Value at September 30, 2020		Valuation Technique	Unobservable Input	Range (Weighted Average)^(a)
	(in thousands)
Contingent consideration	$	35,175	Option pricing model	Operating results growth rate	24.4% - 25.7% (25.1%)
				Discount rate	6.8	%

(a) Discount rates were weighted by the relative undiscounted value of expected earnout payments. Other unobservable inputs were weighted by the relative maximum potential earnout payments.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

SEGMENT INFORMATION

9 Months Ended

Sep. 30, 2020

Segment Reporting [Abstract]

SEGMENT INFORMATION

The Company manages its business and reports its financial results through the following three operating and reportable segments: Home, Consumer and Insurance. Characteristics which were relied upon in making the determination of the reportable segments include the nature of the products, the organization's internal structure, and the information that is regularly reviewed by the chief operating decision maker for the purpose of assessing performance and allocating resources. The Company changed its reportable segments in the fourth quarter of 2019 and previously reported segment results have been revised to conform to the Company's reportable segments at September 30, 2020.

The Home segment includes the following products: purchase mortgage, refinance mortgage, home equity loans and lines of credit, reverse mortgage loans, and real estate. The Consumer segment includes the following products: credit cards, personal loans, small business loans, student loans, auto loans, deposit accounts, and other credit products such as credit repair and debt settlement. The Insurance segment consists of insurance quote products. Revenue from the resale of online advertising space to third parties and revenue from home improvement referrals, and the related variable marketing and advertising expenses, are included within the Other category.

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



	Three Months Ended September 30, 2020
	Home		Consumer		Insurance		Other		Total
	(in thousands)
Revenue	$	78,859	$	48,377	$	92,500	$	515	$	220,251
Segment marketing expense	53,693		26,730		55,457		513		136,393
Segment profit	25,166		21,647		37,043		2		83,858
Cost of revenue									13,220
Brand and other marketing expense									18,277
General and administrative expense									33,705
Product development									11,477
Depreciation									3,535
Amortization of intangibles									13,090
Change in fair value of contingent consideration									6,658
Litigation settlements and contingencies									13
Operating loss									(16,117		)
Interest expense, net									(16,617		)
Loss before income taxes and discontinued operations									$	(32,734	)



	Three Months Ended September 30, 2019
	Home		Consumer		Insurance		Other		Total
	(in thousands)
Revenue	$	77,265	$	151,929	$	74,849	$	6,562	$	310,605
Segment cost of revenue and marketing expense	49,173		86,760		44,846		6,178		186,957
Segment profit	28,092		65,169		30,003		384		123,648
Cost of revenue (exclusive of cost of advertising re-sold to third parties included above)									11,862
Brand and other marketing expense									19,670
General and administrative expense									30,323
Product development									10,200
Depreciation									2,696
Amortization of intangibles									13,778
Change in fair value of contingent consideration									3,839
Severance									179
Litigation settlements and contingencies									(92		)
Operating income									31,193
Interest expense, net									(4,845		)
Other income									4
Income before income taxes and discontinued operations									$	26,352



	Nine Months Ended September 30, 2020
	Home		Consumer		Insurance		Other			Total
	(in thousands)
Revenue	$	232,156	$	205,419	$	248,156	$	1,930		$	687,661
Segment cost of revenue and marketing expense	132,353		121,271		150,458		2,175			406,257
Segment profit (loss)	99,803		84,148		97,698		(245		)	281,404
Cost of revenue (exclusive of cost of advertising re-sold to third parties included above)										39,850
Brand and other marketing expense										58,958
General and administrative expense										94,276
Product development										33,252
Depreciation										10,463
Amortization of intangibles										40,603
Change in fair value of contingent consideration										7,711
Severance										190
Litigation settlements and contingencies										(983		)
Operating loss										(2,916		)
Interest expense, net										(26,406		)
Other income										7
Loss before income taxes and discontinued operations										$	(29,315	)



	Nine Months Ended September 30, 2019
	Home		Consumer		Insurance		Other		Total
	(in thousands)
Revenue	$	212,458	$	401,621	$	213,882	$	23,455	$	851,416
Segment cost of revenue and marketing expense	136,235		231,707		127,209		21,967		517,118
Segment profit	76,223		169,914		86,673		1,488		334,298
Cost of revenue (exclusive of cost of advertising re-sold to third parties included above)									33,453
Brand and other marketing expense									68,418
General and administrative expense									89,391
Product development									30,541
Depreciation									7,737
Amortization of intangibles									41,485
Change in fair value of contingent consideration									21,221
Severance									636
Litigation settlements and contingencies									(291		)
Operating income									41,707
Interest expense, net									(15,408		)
Other income									143
Income before income taxes and discontinued operations									$	26,442

DISCONTINUED OPERATIONS

9 Months Ended

Sep. 30, 2020

Discontinued Operations and Disposal Groups [Abstract]

DISCONTINUED OPERATIONS

The LendingTree Loans Business is presented as discontinued operations in the accompanying financial statements. The LendingTree Loans Business originated various consumer mortgage loans through HLC. On June 6, 2012, the Company sold substantially all of the operating assets of HLC, including the LendingTree Loans Business, for $55.9 million in cash to a wholly-owned subsidiary of Discover Financial Services ("Discover"). Discover generally did not assume liabilities of HLC that arose before the closing date, except for certain liabilities directly related to assets Discover acquired. A portion of the purchase price

received was deposited in escrow in accordance with the purchase agreement with Discover for certain loan loss obligations that remained with HLC following the sale. During 2018, the remaining funds in escrow were released to HLC in accordance with the terms of the purchase agreement with Discover.

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

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 HLC's assets.

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 above and 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.

HLC has indicated that it believes that it has claims against HLC’s sole shareholder, LendingTree, LLC, and certain of its officers and directors, relating to the declaration of a dividend by HLC in January 2016 of $40.0 million. LendingTree, LLC believes the declaration of the dividend was proper, that the amounts paid to LendingTree, LLC following such declaration are not subject to recovery by HLC and that any claims by HLC relating to such dividend declaration are without merit. During the second quarter of 2020, LendingTree, LLC and HLC entered into a settlement agreement in the amount of $36.0 million for the release of any and all claims against the Company defendants by HLC, including the dividend claim. The bankruptcy court held a hearing on July 16, 2020 on the motion to approve the settlement to which no objections were made, and approved the settlement the same day. The $36.0 million settlement payment was made in the third quarter of 2020. HLC’s voluntary petition under the Bankruptcy Code does not represent an event of default under LendingTree, LLC’s Second Amended and Restated Credit Agreement dated as of December 10, 2019, the Company’s indenture dated May 31, 2017 with respect to the Company’s 0.625% Convertible Senior Notes due 2022, or the Company’s indenture dated July 24, 2020 with respect to the Company’s 0.50% Convertible Senior Notes due 2025.

Litigation Related to Discontinued Operations

Residential Funding Company

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

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

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

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 in Home Loan Center, Inc. Bankruptcy Filing 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, LLC, et al., Case No. 19-cv-2360 (U.S. Dist. Ct., Minn.), seeking to hold the Company liable for the judgment against HLC, under assumption of liability, agency and alter ego theories. The Company believes that these claims lack merit. On October 17, 2019, the Company filed a motion to dismiss the liability and agency claims, and oral arguments with respect to such motion were held on January 10, 2020. On March 20, 2020, the court denied the Company's motion to dismiss, or in the alternative, to compel arbitration, and on April 3, 2020, the Company appealed the court's findings with respect to the Company's request to compel arbitration of the first count of the lawsuit. On June 17, 2020, the Company entered into a settlement agreement with ResCap, pursuant to which, the Company agreed to, among other things, pay ResCap $58.5 million, less any amounts ResCap receives in the HLC bankruptcy, in exchange for, among other things, ResCap releasing any and all claims against the Company, and the Company’s directors and officers, including any claims asserted in ResCap v. LendingTree. Pursuant to the settlement agreement, the Company will be responsible for the difference of $58.5 million minus the amount that ResCap receives through the HLC Bankruptcy. In the third quarter of 2020, the Company made a $26.5 million payment to the ResCap Liquidating Trust. The Company expects to be refunded $1.1 million of this amount, subsequent to the final distributions in the HLC Bankruptcy. This $1.1 million is recorded within current assets of discontinued operations on the accompanying consolidated balance sheet as of September 30, 2020.

In October 2020, due to the timing of distributions from the HLC bankruptcy estate, the Company was required per the terms of the ResCap settlement agreement to make a further payment of $6.4 million to ResCap. In turn, ResCap assigned its claims related to this amount to the Company, and the Company anticipates receiving reimbursement of a total $7.5 million from the HLC bankruptcy estate by the first quarter of 2021.

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. On December 4, 2019, LBHI filed a $44.7 million proof of claim in HLC’s bankruptcy seeking recovery for the claims asserted in the lawsuit. The Company believes that these claims lack merit and understands that HLC intends to defend this action vigorously.

HLC’s filing under the Bankruptcy Code discussed above in Home Loan Center, Inc. Bankruptcy Filing creates an automatic stay of this proceeding. On June 11, 2020, LBHI filed a lawsuit captioned Lehman Brothers Holdings Inc. v. LendingTree, LLC, et al., Case No. 20-cv-01351 (U.S. Dist. Ct., Minn.), seeking to hold the Company liable for their allowed bankruptcy claim of

$13.3 million, under assumption of liability, agency and alter ego theories. The Company believes that these claims lack merit and intends to defend this action vigorously. In the third quarter of 2020, the Company made a settlement offer to LBHI for $0.5 million, which is included as a liability on the accompanying consolidated balance sheet as of September 30, 2020.

Financial Information of Discontinued Operations

The components of net income (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,
	2020			2019			2020			2019
Revenue	$	—		$	—		$	—		$	—

Gain from removal of HLC's assets and liabilities	—			4,515			—			4,515
Other operating gains (expenses)	193			(32,182		)	(34,333		)	(34,492		)
Income (loss) before income taxes	193			(27,667		)	(34,333		)	(29,977		)
Income tax (expense) benefit	(27		)	7,468			8,783			7,953
Net income (loss)	$	166		$	(20,199	)	$	(25,550	)	$	(22,024	)

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

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

SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
SIGNIFICANT ACCOUNTING POLICIES (Policies)	Sep. 30, 2020
Accounting Policies [Abstract]
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: the recoverability of long-lived assets, goodwill and intangible assets; the determination of income taxes payable and deferred income taxes, including related valuation allowances; fair value of assets acquired in a business combination; contingent consideration related to business combinations; litigation accruals; HLC ownership related claims; contract assets; various other allowances, reserves and accruals; assumptions related to the determination of stock-based compensation; and the determination of right-of-use assets and lease liabilities. The Company considered the impact of COVID-19 on the assumptions and estimates used when preparing its quarterly financial statements including, but not limited to, our allowance for doubtful accounts, valuation allowances, contract asset and contingent consideration. These assumptions and estimates may change as new events occur and additional information is obtained. If economic conditions caused by COVID-19 do not recover as currently estimated by management, such future changes may have an adverse impact on the Company's results of operations, financial position and liquidity.
Certain Risks and Concentrations	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, 2020, consist primarily of cash and cash equivalents and accounts receivable, as disclosed in the consolidated balance sheet. Cash and cash equivalents are in excess of Federal Deposit Insurance Corporation insurance limits, but are maintained with quality financial institutions of high credit. The Company requires certain Network Partners to maintain security deposits with the Company, which in the event of non-payment, would be applied against any accounts receivable outstanding. Due to the nature of the mortgage lending industry, interest rate fluctuations may negatively impact future revenue from the Company's marketplace. Lenders and lead purchasers participating on the Company's marketplace can offer their products directly to consumers through brokers, mass marketing campaigns or through other traditional methods of credit distribution. These lenders and lead purchasers can also offer their products online, either directly to prospective borrowers, through one or more online competitors, or both. If a significant number of potential consumers are able to obtain loans and other products from Network Partners without utilizing the Company's services, the Company's ability to generate revenue may be limited. Because the Company does not have exclusive relationships with the Network Partners whose loans and other financial products are offered on its online marketplace, consumers may obtain offers from these Network Partners without using its 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 Litigation settlements and contingencies consists of expenses related to actual or anticipated litigation settlements.
Recent Accounting Pronouncements	Recently Adopted 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. The amendments should be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. The Company adopted ASU 2018-15 in the first quarter of 2020 using the prospective approach. Subsequent to the adoption of this ASU, capitalizable implementation costs incurred in a hosting arrangement that is a service contract are recorded within prepaid and other current assets and other non-current assets on the consolidated balance sheet. The expense related to these capitalized implementation costs are included within general and administrative expense on the consolidated statement of operations and comprehensive income. The adoption of ASU 2018-15 did not have a material impact on the consolidated financial statements as of September 30, 2020 and for the three and nine months ended September 30, 2020. 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. Certain amendments must be applied prospectively while others are to be applied on a retrospective basis to all periods presented. The Company adopted ASU 2018-13 in the first quarter of 2020. See Note 16—Fair Value Measurements. 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. The Company adopted 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. ASC Topic 326 is effective for annual and interim reporting periods beginning after December 15, 2019. The guidance must be adopted using a modified retrospective transition. The Company adopted ASC Topic 326 as of January 1, 2020, which did not result in any cumulative effect adjustment to the opening balance of accumulated deficit in the period of adoption. Recently Issued Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, which simplifies the accounting for convertible instruments, amends the derivatives scope exception guidance for contracts in an entity’s own equity, and amends the related earnings-per-share guidance. This ASU is effective for annual and interim reporting periods beginning after December 15, 2021. Early adoption is permitted for fiscal years beginning after December 15, 2020, including adoption in interim periods. An entity should adopt the guidance as of the beginning of its annual fiscal year. An entity may adopt the amendments through either a modified retrospective method of transition or a fully retrospective method of transition. The Company expects the amendments to impact its convertible senior notes and warrants issued, and is evaluating the impact this ASU will have on its consolidated financial statements and whether to early adopt. In December 2019, the FASB issued ASU 2019-12, which simplifies the accounting for income taxes by removing certain exceptions to the general principles in ASC Topic 740, Income Taxes, and clarifies certain aspects of the current guidance to improve consistency among reporting entities. This ASU is effective for annual and interim reporting periods beginning after December 15, 2020. Early adoption is permitted, including adoption in interim periods. Entities electing early adoption must adopt all amendments in the same period. Most amendments must be applied prospectively while others are to be applied on a retrospective basis for all periods presented or a modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. The Company is evaluating the impact this ASU will have on its consolidated financial statements and will adopt ASU 2019-12 in the first quarter of 2021.

REVENUE (Tables)

9 Months Ended

Sep. 30, 2020

Revenue from Contract with Customer [Abstract]

Disaggregation of Revenue

Revenue is as follows (in thousands):



	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
Home	$	78,859	$	77,265	$	232,156	$	212,458
Credit cards	6,656		54,822		65,436		165,373
Personal loans	12,505		43,873		52,841		117,513
Other Consumer	29,216		53,234		87,142		118,735
Total Consumer	48,377		151,929		205,419		401,621
Insurance	92,500		74,849		248,156		213,882
Other	515		6,562		1,930		23,455
Total revenue	$	220,251	$	310,605	$	687,661	$	851,416

CASH AND RESTRICTED CASH (Tables)

9 Months Ended

Sep. 30, 2020

Cash and Cash Equivalents [Abstract]

Schedule of Restricted Cash and Cash Equivalents

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



	September 30, 2020		December 31, 2019
Cash and cash equivalents	$	187,261	$	60,243
Restricted cash and cash equivalents	112		96
Total cash, cash equivalents, restricted cash and restricted cash equivalents	$	187,373	$	60,339

ALLOWANCE FOR DOUBTFUL ACCOUNTS (Tables)

9 Months Ended

Sep. 30, 2020

Credit Loss [Abstract]

Reconciliation of allowance for doubtful accounts

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



	Three Months Ended September 30,						Nine Months Ended September 30,
	2020			2019			2020			2019
Balance, beginning of the period	$	1,756		$	1,676		$	1,466		$	1,143
Charges to earnings	365			583			1,314			1,865
Write-off of uncollectible accounts receivable	(483		)	(441		)	(1,152		)	(1,202		)
Recoveries collected	—			5			10			17
Balance, end of the period	$	1,638		$	1,823		$	1,638		$	1,823

GOODWILL AND INTANGIBLE ASSETS (Tables)

9 Months Ended

Sep. 30, 2020

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of balance of intangible assets, net

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



	September 30, 2020			December 31, 2019
Goodwill	$	903,227		$	903,227
Accumulated impairment losses	(483,088		)	(483,088		)
Net goodwill	$	420,139		$	420,139

Intangible assets with indefinite lives	$	10,142		$	10,142
Intangible assets with definite lives, net	130,835			171,438
Total intangible assets, net	$	140,977		$	181,580

Schedule of intangible assets with definite lives

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



	Cost		Accumulated Amortization			Net
Technology	$	116,000	$	(70,004	)	$	45,996
Customer lists	77,300		(17,033		)	60,267
Trademarks and tradenames	17,200		(9,062		)	8,138
Website content	43,200		(26,767		)	16,433
Other	5		(4		)	1
Balance at September 30, 2020	$	253,705	$	(122,870	)	$	130,835



	Cost		Accumulated Amortization			Net
Technology	$	116,200	$	(48,938	)	$	67,262
Customer lists	77,300		(12,452		)	64,848
Trademarks and tradenames	17,200		(6,407		)	10,793
Website content	51,000		(22,467		)	28,533
Other	5		(3		)	2
Balance at December 31, 2019	$	261,705	$	(90,267	)	$	171,438

Schedule of amortization of intangible assets with definite lives for the next five years



	Amortization Expense
Remainder of current year	$	12,475
Year ending December 31, 2021	42,738
Year ending December 31, 2022	25,256
Year ending December 31, 2023	8,602
Year ending December 31, 2024	6,747
Thereafter	35,017
Total intangible assets with definite lives, net	$	130,835

BUSINESS ACQUISITION (Tables)

9 Months Ended

Sep. 30, 2020

Business Acquisition, Contingent Consideration [Line Items]

Schedule of Business Acquisitions by Acquisition, Contingent Consideration [Table Text Block]

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



	Three Months Ended September 30,					Nine Months Ended September 30,
	2020		2019			2020		2019
QuoteWizard	$	6,568	$	4,278		$	6,364	$	21,171
Ovation	90		(811		)	1,270		(825		)
SnapCap	—		372			77		1,822
DepositAccounts	—		—			—		(947		)
Total changes in fair value of contingent consideration	$	6,658	$	3,839		$	7,711	$	21,221

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables)

9 Months Ended

Sep. 30, 2020

Payables and Accruals [Abstract]

Schedule of accrued expenses and other current liabilities

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



	September 30, 2020		December 31, 2019
Accrued advertising expense	$	50,752	$	65,836
Accrued compensation and benefits	15,480		10,540
Accrued professional fees	3,510		1,560
Customer deposits and escrows	7,547		6,920
Contribution to LendingTree Foundation	3,333		3,333
Current lease liabilities	5,826		6,885
Other	19,885		17,681
Total accrued expenses and other current liabilities	$	106,333	$	112,755

LEASES (Tables)

9 Months Ended

Sep. 30, 2020

Leases [Abstract]

Summary of Lease Expense and Weighted Average

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,				Nine Months Ended September 30,
	2020		2019		2020		2019
Operating lease cost	$	3,568	$	1,765	$	7,562	$	4,495
Short-term lease cost	11		21		49		69
Total lease cost	$	3,579	$	1,786	$	7,611	$	4,564

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



	September 30, 2020		December 31, 2019
Weighted average remaining lease term	13.0 years		5.0 years
Weighted average discount rate	5.0	%	4.7	%

Lessee operating leases supplemental cash flow information and noncash activity table

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



	Nine Months Ended September 30,
	2020		2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	5,077	$	4,191
Right-of-use assets obtained in exchange for new operating lease liabilities	$	66,463	$	21,912

Operating Lease Maturity

Maturities of lease liabilities as of September 30, 2020 are as follows (in thousands):



	Operating Leases
Remainder of current year	$	2,118
Year ending December 31, 2021	8,949
Year ending December 31, 2022	12,619
Year ending December 31, 2023	12,409
Year ending December 31, 2024	10,885
Thereafter	105,398
Total lease payments	152,378
Less: Interest	46,096
Less: Tenant improvement allowances	12,859
Present value of lease liabilities	$	93,423

SHAREHOLDERS' EQUITY (Tables)

9 Months Ended

Sep. 30, 2020

Earnings Per Share [Abstract]

Schedule of weighted average basic and diluted common shares

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



	Three Months Ended September 30,		Nine Months Ended September 30,
	2020	2019	2020	2019
Weighted average basic common shares	13,033	12,890	12,992	12,805
Effect of stock options	—	726	—	760
Effect of dilutive share awards	—	136	—	176
Effect of Convertible Senior Notes and warrants	—	880	—	888
Weighted average diluted common shares	13,033	14,632	12,992	14,629

STOCK-BASED COMPENSATION (Tables)

9 Months Ended

Sep. 30, 2020

STOCK-BASED COMPENSATION

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):



	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
Cost of revenue	$	372	$	208	$	947	$	558
Selling and marketing expense	1,678		835		4,431		4,867
General and administrative expense	10,356		8,627		29,208		30,534
Product development	1,755		1,127		4,650		4,873
Total non-cash compensation	$	14,161	$	10,797	$	39,236	$	40,832

Summary of changes in outstanding stock options

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



	Number of Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value^(a)
			(per option)		(in years)	(in thousands)
Options outstanding at January 1, 2020	777,871		$	69.87
Granted ^(b)	73,737		276.38
Exercised	(47,500	)	161.39
Forfeited	(717	)	291.12
Expired	(2,036	)	352.68
Options outstanding at September 30, 2020	801,355		82.54		3.87	$	180,661
Options exercisable at September 30, 2020	651,144		$	40.61	2.79	$	173,993

(a)

(b)

Schedule of stock option valuation assumptions



Expected term ⁽¹⁾	5.00 - 6.25 years
Expected dividend ⁽²⁾	—
Expected volatility ⁽³⁾	52 - 60%
Risk-free interest rate ⁽⁴⁾	0.33 - 0.96%


(1)	The expected term of stock options granted was calculated using the "Simplified Method," which utilizes the midpoint between the weighted average time of vesting and the end of the contractual term. This method was utilized for the stock options due to a lack of historical exercise behavior by the Company's employees.


(2)	For all stock options granted in 2020, 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.



Expected term ⁽¹⁾	7.00 years
Expected dividend ⁽²⁾	—
Expected volatility ⁽³⁾	51%
Risk-free interest rate ⁽⁴⁾	1.03%


(1)	The expected term of stock options with a market condition granted was calculated using the midpoint between the time of vesting and the end of the contractual term.


(2)	For all stock options with a market condition granted in 2020, 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)

Schedule of changes in outstanding stock options with market conditions

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



	Number of Options with Market Conditions	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value^(a)
		(per option)		(in years)	(in thousands)
Options outstanding at January 1, 2020	463,440	$	204.31
Granted^(b)	19,126	275.82
Exercised	—	—
Forfeited	—	—
Expired	—	—
Options outstanding at September 30, 2020	482,566	207.14		7.02	$	50,162
Options exercisable at September 30, 2020	—	$	—	0.00	$	—

(a)

(b)

During the nine months ended September 30, 2020, the Company granted stock options with a grant date fair value per share of $196.07, calculated using the Monte Carlo simulation model, which has a vesting date of March 31, 2024.

Schedule of changes in outstanding non-vested RSUs and restricted stock

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



	RSUs
	Number of Units		Weighted Average Grant Date Fair Value
			(per unit)
Nonvested at January 1, 2020	144,939		$	267.85
Granted	130,518		286.40
Vested	(62,167	)	240.57
Forfeited	(10,333	)	279.95
Nonvested at September 30, 2020	202,957		$	287.54

Schedule of changes in outstanding nonvested RSUs and restricted stock with performance and market conditions

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



	RSAs with Performance Conditions
	Number of Awards		Weighted Average Grant Date Fair Value
			(per unit)
Nonvested at January 1, 2020	47,608		$	340.25
Granted	—		—
Vested	(17,853	)	340.25
Forfeited	—		—
Nonvested at September 30, 2020	29,755		$	340.25

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



	RSAs with Market Conditions
	Number of Awards	Weighted Average Grant Date Fair Value
		(per unit)
Nonvested at January 1, 2020	26,674	$	340.25
Granted	—	—
Vested	—	—
Forfeited	—	—
Nonvested at September 30, 2020	26,674	$	340.25

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



	RSUs with Performance Conditions
	Number of Units		Weighted Average Grant Date Fair Value
			(per unit)
Nonvested at January 1, 2020	14,647		$	210.55
Granted	—		—
Vested	(1,992	)	125.75
Forfeited	—		—
Nonvested at September 30, 2020	12,655		$	223.90

INCOME TAXES (Tables)

9 Months Ended

Sep. 30, 2020

Income Tax Disclosure [Abstract]

Schedule of income tax benefit



	Three Months Ended September 30,						Nine Months Ended September 30,
	2020			2019			2020			2019
	(in thousands, except percentages)
Income tax benefit (expense)	$	7,925		$	(1,889	)	$	14,866		$	11,552
Effective tax rate	24.2		%	7.2		%	50.7		%	(43.7		)%

Reconciliation of income tax benefit



	Three Months Ended September 30,					Nine Months Ended September 30,
	2020		2019			2020		2019
	(in thousands)
Income tax benefit (expense) - excluding excess tax benefit on stock compensation and CARES Act	$	7,750	$	(4,705	)	$	6,780	$	(4,989	)
Excess tax benefit on stock compensation	175		2,816			1,982		16,541
Income tax benefit from CARES Act	—		—			6,104		—
Income tax benefit (expense)	$	7,925	$	(1,889	)	$	14,866	$	11,552

DEBT (Table)

9 Months Ended

Sep. 30, 2020

Debt Disclosure [Abstract]

Summary of the gross carrying amount, unamortized debt cost and net carrying value of the liability component of the Notes

A summary of the gross carrying amount, unamortized debt cost, debt issuance costs and net carrying value of the liability component of the 2025 Notes are as follows (in thousands):



	September 30, 2020
Gross carrying amount	$	575,000
Unamortized debt discount	115,427
Debt issuance costs	11,591
Net carrying amount	$	447,982

A summary of the gross carrying amount, unamortized debt cost, debt issuance costs and net carrying value of the liability component of the 2022 Notes are as follows (in thousands):



	September 30, 2020		December 31, 2019
Gross carrying amount	$	169,692	$	299,991
Unamortized debt discount	12,639		31,789
Debt issuance costs	1,515		3,811
Net carrying amount	$	155,538	$	264,391

FAIR VALUE MEASUREMENTS (Tables)

9 Months Ended

Sep. 30, 2020

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 are as follows (in thousands):



	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020			2019
Contingent consideration, beginning of period	$	28,517	$	50,219	$	33,464		$	38,837
Transfers into Level 3	—		—		—			—
Transfers out of Level 3	—		—		—			—
Total net losses (gains) included in earnings (realized and unrealized)	6,658		3,839		7,711			21,221
Purchases, sales and settlements:
Additions	—		—		—			—
Payments	—		—		(6,000		)	(6,000		)
Contingent consideration, end of period	$	35,175	$	54,058	$	35,175		$	54,058

Schedule of fair value measurement valuation

The following table provides quantitative information about Level 3 fair value measurements.



	Fair Value at September 30, 2020		Valuation Technique	Unobservable Input	Range (Weighted Average)^(a)
	(in thousands)
Contingent consideration	$	35,175	Option pricing model	Operating results growth rate	24.4% - 25.7% (25.1%)
				Discount rate	6.8	%

(a) Discount rates were weighted by the relative undiscounted value of expected earnout payments. Other unobservable inputs were weighted by the relative maximum potential earnout payments.

SEGMENT INFORMATION (Tables)

9 Months Ended

Sep. 30, 2020

Segment Information

Schedule of Segment Reporting Information, by Segment



	Nine Months Ended September 30, 2020
	Home		Consumer		Insurance		Other			Total
	(in thousands)
Revenue	$	232,156	$	205,419	$	248,156	$	1,930		$	687,661
Segment cost of revenue and marketing expense	132,353		121,271		150,458		2,175			406,257
Segment profit (loss)	99,803		84,148		97,698		(245		)	281,404
Cost of revenue (exclusive of cost of advertising re-sold to third parties included above)										39,850
Brand and other marketing expense										58,958
General and administrative expense										94,276
Product development										33,252
Depreciation										10,463
Amortization of intangibles										40,603
Change in fair value of contingent consideration										7,711
Severance										190
Litigation settlements and contingencies										(983		)
Operating loss										(2,916		)
Interest expense, net										(26,406		)
Other income										7
Loss before income taxes and discontinued operations										$	(29,315	)



	Nine Months Ended September 30, 2019
	Home		Consumer		Insurance		Other		Total
	(in thousands)
Revenue	$	212,458	$	401,621	$	213,882	$	23,455	$	851,416
Segment cost of revenue and marketing expense	136,235		231,707		127,209		21,967		517,118
Segment profit	76,223		169,914		86,673		1,488		334,298
Cost of revenue (exclusive of cost of advertising re-sold to third parties included above)									33,453
Brand and other marketing expense									68,418
General and administrative expense									89,391
Product development									30,541
Depreciation									7,737
Amortization of intangibles									41,485
Change in fair value of contingent consideration									21,221
Severance									636
Litigation settlements and contingencies									(291		)
Operating income									41,707
Interest expense, net									(15,408		)
Other income									143
Income before income taxes and discontinued operations									$	26,442



	Three Months Ended September 30, 2019
	Home		Consumer		Insurance		Other		Total
	(in thousands)
Revenue	$	77,265	$	151,929	$	74,849	$	6,562	$	310,605
Segment cost of revenue and marketing expense	49,173		86,760		44,846		6,178		186,957
Segment profit	28,092		65,169		30,003		384		123,648
Cost of revenue (exclusive of cost of advertising re-sold to third parties included above)									11,862
Brand and other marketing expense									19,670
General and administrative expense									30,323
Product development									10,200
Depreciation									2,696
Amortization of intangibles									13,778
Change in fair value of contingent consideration									3,839
Severance									179
Litigation settlements and contingencies									(92		)
Operating income									31,193
Interest expense, net									(4,845		)
Other income									4
Income before income taxes and discontinued operations									$	26,352



	Three Months Ended September 30, 2020
	Home		Consumer		Insurance		Other		Total
	(in thousands)
Revenue	$	78,859	$	48,377	$	92,500	$	515	$	220,251
Segment marketing expense	53,693		26,730		55,457		513		136,393
Segment profit	25,166		21,647		37,043		2		83,858
Cost of revenue									13,220
Brand and other marketing expense									18,277
General and administrative expense									33,705
Product development									11,477
Depreciation									3,535
Amortization of intangibles									13,090
Change in fair value of contingent consideration									6,658
Litigation settlements and contingencies									13
Operating loss									(16,117		)
Interest expense, net									(16,617		)
Loss before income taxes and discontinued operations									$	(32,734	)

DISCONTINUED OPERATIONS (Tables)

9 Months Ended

Sep. 30, 2020

DISCONTINUED OPERATIONS

Schedule of revenue and net income (loss) of the discontinued operations

The components of net income (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,
	2020			2019			2020			2019
Revenue	$	—		$	—		$	—		$	—

Gain from removal of HLC's assets and liabilities	—			4,515			—			4,515
Other operating gains (expenses)	193			(32,182		)	(34,333		)	(34,492		)
Income (loss) before income taxes	193			(27,667		)	(34,333		)	(29,977		)
Income tax (expense) benefit	(27		)	7,468			8,783			7,953
Net income (loss)	$	166		$	(20,199	)	$	(25,550	)	$	(22,024	)

REVENUE - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Disaggregation of Revenue [Line Items]
Revenue	$ 220,251	$ 310,605	$ 687,661	$ 851,416
Credit Cards
Disaggregation of Revenue [Line Items]
Revenue	6,656	54,822	65,436	165,373
Personal Loans
Disaggregation of Revenue [Line Items]
Revenue	12,505	43,873	52,841	117,513
Other Consumer
Disaggregation of Revenue [Line Items]
Revenue	29,216	53,234	87,142	118,735
Other Products And Services
Disaggregation of Revenue [Line Items]
Revenue	515	6,562	1,930	23,455
Home Segment [Member]
Disaggregation of Revenue [Line Items]
Revenue	78,859	77,265	232,156	212,458
Consumer Segment [Member]
Disaggregation of Revenue [Line Items]
Revenue	48,377	151,929	205,419	401,621
Insurance Segment [Member]
Disaggregation of Revenue [Line Items]
Revenue	$ 92,500	$ 74,849	$ 248,156	$ 213,882

REVENUE - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
REVENUE - Narrative (Details) - USD ($) $ in Millions	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2019
Revenue from Contract with Customer [Abstract]
Contract asset	$ 6.1		$ 6.1		$ 6.5
Contract liability	0.9		0.9		$ 0.6
Revenue recognized from prior period			$ 0.6	$ 0.4
Estimated variable consideration, increase in revenue	$ 0.6	$ 0.9

CASH AND RESTRICTED CASH (Details - Balance Sheet) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019	Sep. 30, 2019	Dec. 31, 2018
Cash and Cash Equivalents [Abstract]
Cash and cash equivalents	$ 187,261	$ 60,243
Restricted cash and cash equivalents	112	96
Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of period	$ 187,373	$ 60,339	$ 50,756	$ 105,158

ALLOWANCE FOR DOUBTFUL ACCOUNTS (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2019
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Balance, beginning of the period	$ 1,756	$ 1,676	$ 1,466	$ 1,143
Bad debt expense	365	583	1,314	1,865
Write-off of uncollectible accounts receivable	(483)	(441)	(1,152)	(1,202)
Recoveries collected	0	5	10	17
Accounts receivable, allowance (in dollars)	$ 1,638	$ 1,823	$ 1,638	$ 1,823	$ 1,466

GOODWILL AND INTANGIBLE ASSETS (Details - Balance Sheet) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Goodwill [Roll Forward]
Goodwill	$ 903,227	$ 903,227
Accumulated impairment losses	(483,088)	(483,088)
Net goodwill	420,139	420,139
Intangible Assets, Net (Including Goodwill) [Abstract]
Intangible assets with indefinite lives	10,142	10,142
Intangible assets with definite lives, net	130,835	171,438
Total intangible assets, net	140,977	181,580
Consumer Segment [Member]
Goodwill [Roll Forward]
Goodwill	166,100	166,100
Home Segment [Member]
Goodwill [Roll Forward]
Goodwill	59,300	59,300
Insurance Segment [Member]
Goodwill [Roll Forward]
Goodwill	$ 194,700	$ 194,700

GOODWILL AND INTANGIBLE ASSETS (Details - Goodwill and Indefinite-Lived Intangibles) - segment	3 Months Ended	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2020
Goodwill and Intangible Assets Disclosure [Abstract]
Number of reportable segments	3	3

GOODWILL AND INTANGIBLE ASSETS (Details - Definite Lived Intangibles) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Intangible assets with definite lives
Cost	$ 253,705	$ 261,705
Accumulated Amortization	(122,870)	(90,267)
Total intangible assets with definite lives, net	130,835	171,438
Technology
Intangible assets with definite lives
Cost	116,000	116,200
Accumulated Amortization	(70,004)	(48,938)
Total intangible assets with definite lives, net	45,996	67,262
Customer lists
Intangible assets with definite lives
Cost	77,300	77,300
Accumulated Amortization	(17,033)	(12,452)
Total intangible assets with definite lives, net	60,267	64,848
Trademarks and tradenames
Intangible assets with definite lives
Cost	17,200	17,200
Accumulated Amortization	(9,062)	(6,407)
Total intangible assets with definite lives, net	8,138	10,793
Website content
Intangible assets with definite lives
Cost	43,200	51,000
Accumulated Amortization	(26,767)	(22,467)
Total intangible assets with definite lives, net	16,433	28,533
Other
Intangible assets with definite lives
Cost	5	5
Accumulated Amortization	(4)	(3)
Total intangible assets with definite lives, net	$ 1	$ 2

GOODWILL AND INTANGIBLE ASSETS (Details - 5yr Definite Lived Intangibles Amortization) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Amortization of intangible assets with definite lives computed on a straight-line basis
Remainder of current year	$ 12,475
2021	42,738
2022	25,256
2023	8,602
2024	6,747
Thereafter	35,017
Total intangible assets with definite lives, net	$ 130,835	$ 171,438

EQUITY INVESTMENTS (Details) $ in Millions	Feb. 28, 2020 USD ($)
Stash
Schedule of Equity Method Investments [Line Items]
Equity investment, original cost	$ 80.0

BUSINESS ACQUISITION (Details - Changes in Contingent Consideration) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2019	Oct. 31, 2018	Jun. 11, 2018
Business Acquisition [Line Items]
Change in fair value of contingent consideration	$ 6,658,000	$ 3,839,000	$ 7,711,000	$ 21,221,000
Current contingent consideration	25,068,000		25,068,000		$ 9,028,000
Non-current contingent consideration	10,107,000		10,107,000		$ 24,436,000
QuoteWizard
Business Acquisition [Line Items]
Contingent consideration	30,800,000		30,800,000
Change in fair value of contingent consideration	6,568,000	4,278,000	6,364,000	21,171,000
Current contingent consideration	20,700,000		20,700,000
Non-current contingent consideration	10,100,000		10,100,000
Ovation
Business Acquisition [Line Items]
Change in fair value of contingent consideration	90,000	(811,000)	1,270,000	(825,000)
Current contingent consideration	4,400,000		4,400,000
Business Combination, Contingent Consideration, Future Known Payment	4,400,000		4,400,000
SnapCap
Business Acquisition [Line Items]
Change in fair value of contingent consideration	0	372,000	77,000	1,822,000
DepositAccounts
Business Acquisition [Line Items]
Change in fair value of contingent consideration	$ 0	$ 0	$ 0	$ (947,000)
Minimum
Business Acquisition [Line Items]
Contingent consideration						$ 0
Maximum
Business Acquisition [Line Items]
Contingent consideration						$ 46,800,000	$ 4,400,000

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details - Balance Sheet) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Accrued expenses and other current liabilities
Accrued advertising expense	$ 50,752	$ 65,836
Accrued compensation and benefits	15,480	10,540
Accrued professional fees	3,510	1,560
Customer deposits and escrows	7,547	6,920
Contribution to LendingTree Foundation	3,333	3,333
Current lease liabilities	5,826	6,885
Other	19,885	17,681
Total accrued expenses and other current liabilities	$ 106,333	$ 112,755

LEASES - Narrative (Details) $ in Thousands	9 Months Ended
LEASES - Narrative (Details) $ in Thousands	Sep. 30, 2020 USD ($) renewal_options	Sep. 30, 2019 USD ($)	Jun. 30, 2020 USD ($)	Dec. 31, 2019 USD ($)
Lessee, Lease, Description [Line Items]
Number of renewal options \| renewal_options	1
Operating lease right-of-use assets	$ 86,193			$ 25,519
Present value of lease liabilities	$ 93,423			$ 28,200
Rental income		$ 300
Minimum
Lessee, Lease, Description [Line Items]
Renewal term	2 years
Maximum
Lessee, Lease, Description [Line Items]
Renewal term	5 years
Principal Executive Offices
Lessee, Lease, Description [Line Items]
Operating lease right-of-use assets			$ 65,700
Present value of lease liabilities			$ 65,700

LEASES - Summary of Lease Expense and Weighted Average (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2019
Leases [Abstract]
Operating lease cost	$ 3,568	$ 1,765	$ 7,562	$ 4,495
Short-term lease cost	11	21	49	69
Total lease cost	$ 3,579	$ 1,786	$ 7,611	$ 4,564
Weighted average remaining lease term	13 years		13 years		5 years
Weighted average discount rate	5.00%		5.00%		4.70%

LEASES - Lessee operating leases supplemental cash flow information and noncash activity table (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019
Leases [Abstract]
Operating cash flows from operating leases	$ 5,077	$ 4,191
Right-of-use assets obtained in exchange for new operating lease liabilities	$ 66,463	$ 21,912

LEASES - Operating Lease Maturity (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2020	Dec. 31, 2019
Leases [Abstract]
Remainder of current year	$ 2,118
Year ending December 31, 2021	8,949
Year ending December 31, 2022	12,619
Year ending December 31, 2023	12,409
Year ending December 31, 2024	10,885
Thereafter	105,398
Total lease payments	152,378
Less: Interest	46,096
Less: Tenant improvement allowances	12,859
Present value of lease liabilities	$ 93,423	$ 28,200

SHAREHOLDERS' EQUITY (Details) - USD ($) $ in Thousands	3 Months Ended			9 Months Ended
SHAREHOLDERS' EQUITY (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Sep. 30, 2019	Mar. 31, 2019	Sep. 30, 2020	Sep. 30, 2019	Feb. 20, 2019	Feb. 21, 2018
Calculation of weighted average common shares
Weighted average common shares, basic	13,033,000	12,890,000		12,992,000	12,805,000
Effect of dilutive securities
Effect of stock options (in shares)	0	726,000		0	760,000
Effect of dilutive share awards (in shares)	0	136,000		0	176,000
Effect of Convertible Senior Notes (in shares)	0	880,000		0	888,000
Weighted average common shares, diluted	13,033,000	14,632,000		12,992,000	14,629,000
Antidilutive securities excluded from computation of earnings per share (in shares)	1,300,000			1,100,000
Common stock repurchases
Value of common stock authorized to be repurchased						$ 150,000	$ 100,000
Purchase of treasury stock (in shares)					18,580
Purchase of treasury stock		$ 310	$ 3,976		$ 4,300
Remaining authorized repurchase amount	$ 179,700			$ 179,700
Option
Effect of dilutive securities
Antidilutive securities excluded from computation of earnings per share (in shares)	100,000	100,000		200,000	100,000

STOCK-BASED COMPENSATION (Details - P&L Impact) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Non-cash compensation expense related to equity awards
Total non-cash compensation	$ 14,161	$ 10,797	$ 39,236	$ 40,832
Cost of revenue
Non-cash compensation expense related to equity awards
Total non-cash compensation	372	208	947	558
Selling and marketing expense
Non-cash compensation expense related to equity awards
Total non-cash compensation	1,678	835	4,431	4,867
General and administrative expense
Non-cash compensation expense related to equity awards
Total non-cash compensation	10,356	8,627	29,208	30,534
Product development
Non-cash compensation expense related to equity awards
Total non-cash compensation	$ 1,755	$ 1,127	$ 4,650	$ 4,873

STOCK-BASED COMPENSATION (Details - Stock Options Rollforward)	9 Months Ended
	Sep. 30, 2020 USD ($) $ / shares shares
Stock options, Grant Date Fair Value Valuation
Share price	$ 306.89
Grant date fair value	$ 138.75
Aggregate stock options
Stock options, Shares
Outstanding at the beginning of the period (in shares) \| shares	777,871
Granted (in shares) \| shares	73,737
Exercised (in shares) \| shares	(47,500)
Forfeited (in shares) \| shares	(717)
Expired (in shares) \| shares	(2,036)
Outstanding at the end of the period (in shares) \| shares	801,355
Options exercisable at the end of the period (in shares) \| shares	651,144
Stock options, Weighted Average Exercise Price
Outstanding at the beginning of the period (in dollars per share)	$ 69.87
Granted (in dollars per share)	276.38
Exercised (in dollars per share)	161.39
Forfeited (in dollars per share)	291.12
Expired (in dollars per share)	352.68
Outstanding at the end of the period (in dollars per share)	82.54
Options exercisable at the end of the period (in dollars per share)	$ 40.61
Stock options, Weighted Average Remaining Contractual Term
Outstanding at the end of the period	3 years 10 months 13 days
Options exercisable at the end of the period	2 years 9 months 14 days
Stock options, Aggregate Intrinsic Value
Outstanding at the end of the period \| $	$ 180,661,000
Options exercisable at the end of the period \| $	$ 173,993,000
Stock options, Grant Date Fair Value Valuation
Expected dividend rate	0.00%
Expected volatility, minimum	52.00%
Expected volatility, maximum	60.00%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Minimum	0.33%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Maximum	0.96%
Expected dividends \| $	$ 0
Market options
Stock options, Shares
Outstanding at the beginning of the period (in shares) \| shares	463,440
Granted (in shares) \| shares	19,126
Exercised (in shares) \| shares	0
Forfeited (in shares) \| shares	0
Expired (in shares) \| shares	0
Outstanding at the end of the period (in shares) \| shares	482,566
Options exercisable at the end of the period (in shares) \| shares	0
Stock options, Weighted Average Exercise Price
Outstanding at the beginning of the period (in dollars per share)	$ 204.31
Granted (in dollars per share)	275.82
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)	207.14
Options exercisable at the end of the period (in dollars per share)	$ 0
Stock options, Weighted Average Remaining Contractual Term
Outstanding at the end of the period	7 years 7 days
Options exercisable at the end of the period	0 years
Stock options, Aggregate Intrinsic Value
Outstanding at the end of the period \| $	$ 50,162,000
Options exercisable at the end of the period \| $	$ 0
Stock options, Grant Date Fair Value Valuation
Grant date fair value	$ 196.07
Expected term	P7Y
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate	51.00%
Expected dividend rate	0.00%
Risk-free interest rate	1.03%
Expected dividends \| $	$ 0
Maximum number of shared to be earned \| shares	805,885
Percentage of target number of shares	167.00%
Performance Awards Earned \| shares	481,669
Minimum \| Aggregate stock options
Stock options, Grant Date Fair Value Valuation
Expected term	P5Y
Maximum \| Aggregate stock options
Stock options, Grant Date Fair Value Valuation
Expected term	P6Y3M
100% over a period of one year from the grant date \| Option
Stock options, Grant Date Fair Value Valuation
Vesting period	1 year
33% over a period of three years from the grant date \| Option
Stock options, Grant Date Fair Value Valuation
Vesting period	3 years
25% over a period of four years from the grant date \| Option
Stock options, Grant Date Fair Value Valuation
Vesting period	4 years

STOCK-BASED COMPENSATION (Details - RSA & RSU Rollforwards)	9 Months Ended
	Sep. 30, 2020 $ / shares shares
Restricted Stock Units (RSUs)
Nonvested RSUs, Restricted Stock and Restricted Stock Units with Performance Conditions, Number of Shares
Nonvested at the beginning of the period (in shares)	144,939
Granted (in shares)	130,518
Vested (in shares)	(62,167)
Forfeited (in shares)	(10,333)
Nonvested at the end of the period (in shares)	202,957
Nonvested RSUs, Restricted Stock and Restricted Stock Units with Performance Conditions, Weighted Average Grant Date Fair Value
Nonvested at the beginning of the period (in dollars per share) \| $ / shares	$ 267.85
Granted (in dollars per share) \| $ / shares	286.40
Vested (in dollars per share) \| $ / shares	240.57
Forfeited (in dollars per share) \| $ / shares	279.95
Nonvested at the end of the period (in dollars per share) \| $ / shares	$ 287.54
Restricted Stock Units with performance conditions
Nonvested RSUs, Restricted Stock and Restricted Stock Units with Performance Conditions, Number of Shares
Nonvested at the beginning of the period (in shares)	14,647
Granted (in shares)	0
Vested (in shares)	(1,992)
Forfeited (in shares)	0
Nonvested at the end of the period (in shares)	12,655
Nonvested RSUs, Restricted Stock and Restricted Stock Units with Performance Conditions, Weighted Average Grant Date Fair Value
Nonvested at the beginning of the period (in dollars per share) \| $ / shares	$ 210.55
Granted (in dollars per share) \| $ / shares	0
Vested (in dollars per share) \| $ / shares	125.75
Forfeited (in dollars per share) \| $ / shares	0
Nonvested at the end of the period (in dollars per share) \| $ / shares	$ 223.90
Restricted Stock with performance conditions
Nonvested RSUs, Restricted Stock and Restricted Stock Units with Performance Conditions, Number of Shares
Nonvested at the beginning of the period (in shares)	47,608
Granted (in shares)	0
Vested (in shares)	(17,853)
Forfeited (in shares)	0
Nonvested at the end of the period (in shares)	29,755
Nonvested RSUs, Restricted Stock and Restricted Stock Units with Performance Conditions, Weighted Average Grant Date Fair Value
Nonvested at the beginning of the period (in dollars per share) \| $ / shares	$ 340.25
Granted (in dollars per share) \| $ / shares	0
Vested (in dollars per share) \| $ / shares	340.25
Forfeited (in dollars per share) \| $ / shares	0
Nonvested at the end of the period (in dollars per share) \| $ / shares	$ 340.25
Restricted Stock with market conditions
STOCK-BASED COMPENSATION
Maximum number of shared to be earned	44,545
Percentage of target number of shares	167.00%
Performance Awards Earned	29,601
Nonvested RSUs, Restricted Stock and Restricted Stock Units with Performance Conditions, Number of Shares
Nonvested at the beginning of the period (in shares)	26,674
Granted (in shares)	0
Vested (in shares)	0
Forfeited (in shares)	0
Nonvested at the end of the period (in shares)	26,674
Nonvested RSUs, Restricted Stock and Restricted Stock Units with Performance Conditions, Weighted Average Grant Date Fair Value
Nonvested at the beginning of the period (in dollars per share) \| $ / shares	$ 340.25
Granted (in dollars per share) \| $ / shares	0
Vested (in dollars per share) \| $ / shares	0
Forfeited (in dollars per share) \| $ / shares	0
Nonvested at the end of the period (in dollars per share) \| $ / shares	$ 340.25

INCOME TAXES - Additional information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Income Tax Disclosure [Abstract]
Income tax benefit (expense)	$ 7,925	$ (1,889)	$ 14,866	$ 11,552
Effective tax rates (as a percent)	24.20%	7.20%	50.70%	(43.70%)
Federal statutory income tax rate (as a percentage)			21.00%
Excess tax benefit on stock compensation	$ 175	$ 2,816	$ 1,982	$ 16,541
Income tax benefit from CARES Act	$ 0	0	$ 6,104	0
Effective Income Tax Rate Reconciliation, Tax Credit, Research, Amount		$ 1,900		$ 1,900

INCOME TAXES - Reconciliation of income tax (expense) benefit (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Income Tax Disclosure [Abstract]
Income tax benefit (expense) - excluding excess tax benefit on stock compensation and CARES Act	$ 7,750	$ (4,705)	$ 6,780	$ (4,989)
Excess tax benefit on stock compensation	175	2,816	1,982	16,541
Income tax benefit from CARES Act	0	0	6,104	0
Income tax benefit (expense)	$ 7,925	$ (1,889)	$ 14,866	$ 11,552

DEBT (Details - Convertible Senior Notes)			3 Months Ended	9 Months Ended
DEBT (Details - Convertible Senior Notes)	Jul. 24, 2020 USD ($) day $ / shares Rate shares	May 31, 2017 USD ($) day $ / shares Rate shares	Sep. 30, 2020 USD ($)	Sep. 30, 2020 USD ($)	Sep. 30, 2019 USD ($)	Dec. 31, 2019 USD ($)
Debt Instrument [Line Items]
Annual interest rate on convertible senior notes \| Rate	0.50%	0.625%
Amortization of convertible debt discount				$ 12,429,000	$ 8,959,000
Amortization of debt issuance costs				2,241,000	1,463,000
Long-term debt			$ 603,520,000	603,520,000		$ 264,391,000
Repayments of Convertible Debt				233,862,000	0
Reacquisition of equity component			(107,882,000)
Loss on extinguishment of debt				7,768,000	0
2025 Convertible Notes [Member]
Debt Instrument [Line Items]
Stated interest rate \| Rate	0.50%
Initial conversion rate, shares per $1,000 principal amount of notes \| shares	2.1683
Initial conversion price per share \| $ / shares	$ 461.19
Conversion rate, sales price of common stock as a percentage of the conversion price \| Rate	130.00%
Threshold trading days \| day	5
Threshold consecutive trading days \| day	5
Conversion rate, sales price of common stock as a percentage of the conversion price, five business days \| Rate	98.00%
Cash repurchase at a price equal to the principal amount of the notes, Percentage \| Rate	100.00%
Nonconvertible debt borrowing rate at the date of issuance \| Rate	5.30%
Debt component of the principal amount of the Convertible Senior Notes	$ 455,600,000
Equity component of the principal amount of the Convertible Senior Notes	119,400,000
Financing costs related to the issuance of the Convertible Senior Notes	15,100,000
Debt issuance costs, liability component	12,000,000.0		11,591,000	11,591,000
Debt issuance costs, equity component	$ 3,100,000
Total interest expense on the Convertible Senior Notes			4,900,000
Interest expense recognized associated with the coupon rate			500,000
Annual interest rate on convertible senior notes \| Rate	0.50%
Amortization of convertible debt discount			4,000,000.0
Amortization of debt issuance costs			400,000
Aggregate principal amount of convertible senior notes			575,000,000	575,000,000
Unamortized debt discount			115,427,000	115,427,000
Long-term debt			447,982,000	447,982,000
2022 Convertible Notes [Member]
Debt Instrument [Line Items]
Initial conversion rate, shares per $1,000 principal amount of notes \| shares		4.8163
Initial conversion price per share \| $ / shares		$ 207.63
Conversion rate, sales price of common stock as a percentage of the conversion price \| Rate		130.00%
Threshold trading days \| day		5
Threshold consecutive trading days \| day		5
Conversion rate, sales price of common stock as a percentage of the conversion price, five business days \| Rate		98.00%
Cash repurchase at a price equal to the principal amount of the notes, Percentage \| Rate		100.00%
Nonconvertible debt borrowing rate at the date of issuance \| Rate		5.36%
Debt component of the principal amount of the Convertible Senior Notes		$ 238,400,000
Equity component of the principal amount of the Convertible Senior Notes		61,600,000
Financing costs related to the issuance of the Convertible Senior Notes		9,300,000
Debt issuance costs, liability component		7,400,000	1,515,000	1,515,000		3,811,000
Debt issuance costs, equity component		$ 1,900,000
Total interest expense on the Convertible Senior Notes				10,700,000	11,500,000
Interest expense recognized associated with the coupon rate				1,300,000	1,400,000
Annual interest rate on convertible senior notes \| Rate		0.625%
Amortization of convertible debt discount				8,400,000	9,000,000.0
Amortization of debt issuance costs				1,000,000.0	$ 1,100,000
Fair value of the Convertible Senior Notes			265,600,000	265,600,000
Aggregate principal amount of convertible senior notes		$ 300,000,000.0	169,692,000	169,692,000		299,991,000
Unamortized debt discount			12,639,000	12,639,000		31,789,000
Long-term debt			155,538,000	155,538,000		$ 264,391,000
Repayments of Convertible Debt	$ 234,000,000.0
Debt repurchase amount	130,300,000
Debt repurchased amount, accrued interest	100,000
Extinguishment of debt	126,000,000.0
Reacquisition of equity component	(107,900,000)
Loss on extinguishment of debt			7,800,000
Convertible Debt [Member] \| 2025 Convertible Notes [Member]
Debt Instrument [Line Items]
Aggregate principal amount	$ 575,000,000.0
Stated interest rate \| Rate	0.50%
Fair value of the Convertible Senior Notes			$ 562,100,000	$ 562,100,000
Convertible Debt [Member] \| 2025 Notes Under 13-day Purchase Option [Member]
Debt Instrument [Line Items]
Aggregate principal amount	$ 75,000,000.0

DEBT (Details - Convertible Note Hedge and Warrant Transactions) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions			9 Months Ended
	Jul. 24, 2020	May 31, 2017	Sep. 30, 2020	Sep. 30, 2019	Jul. 21, 2020	May 24, 2017
Debt Instrument [Line Items]
Payment of convertible note hedge transactions			$ 124,200	$ 0
Share price			$ 306.89
Proceeds from the sale of warrants related to the Convertible Senior Notes			$ 61,180	0
Termination of convertible note hedge on the 0.625% Convertible Senior Notes			109,881	0
Payments for Repurchase of Warrants			$ 94,292	$ 0
2020 Hedge and Warrants [Member]
Debt Instrument [Line Items]
Net proceeds from the Convertible Notes used to pay for the cost of the Convertible Note Hedge	$ 63,000
Payment of convertible note hedge transactions	$ 124,200
Number of shares covered by the hedge transactions	1.2
Initial conversion price per share	$ 461.19
Strike price of warrants sold	$ 709.52
Share price					$ 354.76
Proceeds from the sale of warrants related to the Convertible Senior Notes	$ 61,200
Premium of warrant strike price over sales price of common stock	100.00%
2017 Hedge and Warrants [Member]
Debt Instrument [Line Items]
Net proceeds from the Convertible Notes used to pay for the cost of the Convertible Note Hedge		$ 18,100
Payment of convertible note hedge transactions		$ 61,500
Number of shares covered by the hedge transactions	0.8	1.4
Initial conversion price per share		$ 207.63
Strike price of warrants sold		$ 266.39
Share price						$ 156.70
Proceeds from the sale of warrants related to the Convertible Senior Notes		$ 43,400
Proceeds from Hedge and Warrants	$ 15,600
Premium of warrant strike price over sales price of common stock		70.00%

DEBT (Details - Revolving Credit Facility)			9 Months Ended
DEBT (Details - Revolving Credit Facility)	Jul. 21, 2020 USD ($)	Dec. 10, 2019 USD ($)	Sep. 30, 2020 USD ($)	Sep. 30, 2019 USD ($)	Dec. 31, 2019 USD ($)	Oct. 26, 2018 USD ($)
Line of Credit Facility [Line Items]
Current maturities of debt			$ 0		$ 75,000,000.0
Weighted average interest rate					3.01%
Potential additional borrowing capacity		$ 185,000,000.0
Letters of credit outstanding			200,000		$ 200,000
Ratio of Debt to EBITDA Step-Down		4.0
Ratio of Debt to EBITDA Increase		0.5
Debt Instrument, Unused Borrowing Capacity, Fee			1,100,000	$ 500,000
Amortization of debt issuance costs			2,241,000	1,463,000
Revolving Credit Facility
Line of Credit Facility [Line Items]
Maximum borrowing capacity		$ 500,000,000.0				$ 350,000,000.0
Debt term		5 years
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%
Fees and expense paid to lenders at closing	$ 1,100,000					$ 2,800,000
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%
Swingline Facility [Member]
Line of Credit Facility [Line Items]
Covenant amount		$ 10,000,000.0
Letters of Credit [Member]
Line of Credit Facility [Line Items]
Covenant amount		$ 10,000,000.0
Fed Funds Effective Rate Overnight Index Swap Rate [Member] \| Revolving Credit Facility
Line of Credit Facility [Line Items]
Revolving Credit Facility, basis spread on variable rate		0.50%
LIBOR \| Revolving Credit Facility
Line of Credit Facility [Line Items]
Revolving Credit Facility, basis spread on variable rate		1.00%
Interest Expense, Debt			1,300,000	4,200,000
Minimum \| Revolving Credit Facility
Line of Credit Facility [Line Items]
Unused capacity, commitment fee percentage		0.25%
Revolving Credit Facility, letter of credit participation fee percentage		1.25%
Minimum \| LIBOR \| Revolving Credit Facility
Line of Credit Facility [Line Items]
Revolving Credit Facility, basis spread on variable rate		1.25%
Minimum \| Base Rate \| Revolving Credit Facility
Line of Credit Facility [Line Items]
Revolving Credit Facility, basis spread on variable rate		0.25%
Maximum
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 \| Revolving Credit Facility
Line of Credit Facility [Line Items]
Unused capacity, commitment fee percentage		0.45%
Revolving Credit Facility, letter of credit participation fee percentage		2.00%
Maximum \| LIBOR \| Revolving Credit Facility
Line of Credit Facility [Line Items]
Revolving Credit Facility, basis spread on variable rate		2.00%
Maximum \| Base Rate \| Revolving Credit Facility
Line of Credit Facility [Line Items]
Revolving Credit Facility, basis spread on variable rate		1.00%
Revolving Credit Facility
Line of Credit Facility [Line Items]
Interest Expense, Debt			3,200,000	5,100,000
Amortization of debt issuance costs			$ 800,000	$ 400,000
Revolving Credit Facility, 31 Day Borrowing \| Revolving Credit Facility
Line of Credit Facility [Line Items]
Current maturities of debt					50,000,000.0
Revolving Credit Facility, 32 Day Borrowing \| Revolving Credit Facility
Line of Credit Facility [Line Items]
Current maturities of debt					$ 25,000,000.0
Line of Credit [Member] \| Revolving Credit Facility
Line of Credit Facility [Line Items]
Covenant amount	$ 200,000,000.0
Debt Instrument, Floor Interest Rate	0.75%
Unused capacity, commitment fee percentage	0.50%
Line of Credit [Member] \| LIBOR \| Revolving Credit Facility
Line of Credit Facility [Line Items]
Revolving Credit Facility, basis spread on variable rate	2.25%
Line of Credit [Member] \| Base Rate \| Revolving Credit Facility
Line of Credit Facility [Line Items]
Revolving Credit Facility, basis spread on variable rate	1.25%

CONTINGENCIES (Details) - USD ($) $ in Millions	Sep. 30, 2020	Dec. 31, 2019
Contingencies
Accrued litigation liability	$ 0.1	$ 0.2
Discontinued Operations, Disposed of by Sale
Contingencies
Accrued litigation liability	$ 0.5	$ 31.0

FAIR VALUE MEASUREMENTS - Additional information (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019	Oct. 31, 2018	Jun. 11, 2018
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	$ 28,517,000	$ 50,219,000	$ 33,464,000	$ 38,837,000
Change in fair value of contingent consideration	6,658,000	3,839,000	7,711,000	21,221,000
Contingent consideration additions	0	0	0	0
Contingent consideration payments	0	0	(6,000,000)	(6,000,000)
Ending balance	$ 35,175,000	$ 54,058,000	$ 35,175,000	$ 54,058,000
Minimum
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Contingent consideration					$ 0
Maximum
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Contingent consideration					$ 46,800,000	$ 4,400,000

FAIR VALUE MEASUREMENTS - Schedule of fair value measurement valuation (Details)	Sep. 30, 2020 USD ($)	Oct. 31, 2018 USD ($)	Jun. 11, 2018 USD ($)
Minimum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration		$ 0
Maximum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration		$ 46,800,000	$ 4,400,000
Fair Value \| Level 3
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration	$ 35,175,000
Option pricing model \| Minimum \| Level 3 \| Operating results growth rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration, measurement input	0.244
Option pricing model \| Maximum \| Level 3 \| Operating results growth rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration, measurement input	0.257
Option pricing model \| Weighted average \| Level 3 \| Operating results growth rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration, measurement input	0.251
Option pricing model \| Weighted average \| Level 3 \| Discount rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration, measurement input	0.068

SEGMENT INFORMATION (Details) $ in Thousands	3 Months Ended		9 Months Ended
SEGMENT INFORMATION (Details) $ in Thousands	Sep. 30, 2020 USD ($) segment	Sep. 30, 2019 USD ($)	Sep. 30, 2020 USD ($) segment	Sep. 30, 2019 USD ($)
Segment Information
Number of reportable segments \| segment	3		3
Revenue	$ 220,251	$ 310,605	$ 687,661	$ 851,416
Segment marketing expense	136,393	186,957	406,257	517,118
Segment profit (loss)	83,858	123,648	281,404	334,298
Cost of revenue	13,220	11,862	39,850	33,453
Brand and other marketing expense	18,277	19,670	58,958	68,418
General and administrative expense	33,705	30,323	94,276	89,391
Product development	11,477	10,200	33,252	30,541
Depreciation	3,535	2,696	10,463	7,737
Amortization of intangibles	13,090	13,778	40,603	41,485
Change in fair value of contingent consideration	6,658	3,839	7,711	21,221
Severance		179	190	636
Litigation settlements and contingencies	13	(92)	(983)	(291)
Operating income (loss)	(16,117)	31,193	(2,916)	41,707
Interest expense, net	(16,617)	(4,845)	(26,406)	(15,408)
Other Income		4	7	143
Income (loss) before income taxes and discontinued operations	(32,734)	26,352	(29,315)	26,442
Home Segment [Member]
Segment Information
Revenue	78,859	77,265	232,156	212,458
Segment marketing expense	53,693	49,173	132,353	136,235
Segment profit (loss)	25,166	28,092	99,803	76,223
Consumer Segment [Member]
Segment Information
Revenue	48,377	151,929	205,419	401,621
Segment marketing expense	26,730	86,760	121,271	231,707
Segment profit (loss)	21,647	65,169	84,148	169,914
Insurance Segment [Member]
Segment Information
Revenue	92,500	74,849	248,156	213,882
Segment marketing expense	55,457	44,846	150,458	127,209
Segment profit (loss)	37,043	30,003	97,698	86,673
Other Segments [Member]
Segment Information
Revenue	515	6,562	1,930	23,455
Segment marketing expense	513	6,178	2,175	21,967
Segment profit (loss)	$ 2	$ 384	$ (245)	$ 1,488

DISCONTINUED OPERATIONS (Details-Disposal Groups) - USD ($) $ in Thousands		1 Months Ended			3 Months Ended		9 Months Ended		12 Months Ended
	Dec. 04, 2019	Jul. 31, 2020	Jan. 31, 2016	Dec. 31, 2013	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2018	Jul. 24, 2020	Dec. 31, 2019	Jul. 21, 2019	May 31, 2017	Jun. 06, 2012
DISCONTINUED OPERATIONS
Loss Contingency, Damages Sought, Value				$ 61,000
Assets					$ 1,203,589		$ 1,203,589				$ 947,969
Revenue and net income (loss) of discontinued operations
Revenue					0	$ 0	0	$ 0
Other operating gains (expenses)					193	(32,182)	(34,333)	(34,492)
Income (loss) before income taxes					193	(27,667)	(34,333)	(29,977)
Income tax (expense) benefit					(27)	7,468	8,783	7,953
Loss from discontinued operations					166	(20,199)	(25,550)	(22,024)
Assets and liabilities of facilities reported as discontinued operations
Annual interest rate on convertible senior notes										0.50%			0.625%
Lending Tree Loans \| Discover
DISCONTINUED OPERATIONS
Asset purchase agreement proceeds from sale														$ 55,900
Home Loan Center, Inc.
DISCONTINUED OPERATIONS
Assets												$ 11,200
Assets and liabilities of facilities reported as discontinued operations
Cash												$ 5,900
Dividends			$ 40,000
Discontinued Operations, Disposed of by Means Other than Sale [Member] \| Home Loan Center, Inc.
Revenue and net income (loss) of discontinued operations
Net gain related to removal of HLC					0	4,515	$ 0	$ 4,515
Assets and liabilities of facilities reported as discontinued operations
Loss recognized						5,500
Recognition of liability						$ 10,000
Discontinued Operations, Disposed of by Means Other than Sale [Member] \| Obligation to Repurchase Receivables Sold \| Lending Tree Loans
DISCONTINUED OPERATIONS
Loss contingency settlement payment		$ 36,000
Pending Settlement \| Discontinued Operations, Disposed of by Means Other than Sale [Member] \| Discontinued Operations \| Obligation to Repurchase Receivables Sold \| Lending Tree Loans
DISCONTINUED OPERATIONS
Settlement value of indemnification claim and other miscellaneous items					36,000
Lehman Brothers Holdings, Inc. Demand Letter
DISCONTINUED OPERATIONS
Loss Contingency, Damages Sought, Value	$ 44,700								$ 40,200
Settlement value of indemnification claim and other miscellaneous items					$ 500

DISCONTINUED OPERATIONS (Details - Litigation Related to Discontinued Operations) $ in Millions					1 Months Ended				3 Months Ended	12 Months Ended
	Jun. 17, 2020 USD ($)	Jun. 11, 2020 USD ($)	Dec. 04, 2019 USD ($)	Jun. 21, 2019 USD ($)	Oct. 31, 2020 USD ($)	Jul. 31, 2020 USD ($)	Feb. 29, 2016 defendant	Dec. 31, 2013 USD ($) claim network_lender	Sep. 30, 2020 USD ($)	Dec. 31, 2018 USD ($)	Dec. 31, 2019 loan
Loan Loss Obligations
Loss Contingency, Damages Sought, Value								$ 61.0
Residential Funding Company \| Pending litigation or appeal
Loan Loss Obligations
Loss Contingency, Number Of Loan Originators \| network_lender								80
Loss Contingency, Pending Claims, Number \| claim								2
Residential Funding Co. v Home Loan Center \| Judicial Ruling
Loan Loss Obligations
Settlement offer				$ 68.5
Residential Funding Co. v Home Loan Center \| Judicial Ruling \| Damages
Loan Loss Obligations
Settlement offer				28.7
Residential Funding Co. v Home Loan Center \| Judicial Ruling \| Pre-Verdict Interest
Loan Loss Obligations
Settlement offer				14.1
Residential Funding Co. v Home Loan Center \| Judicial Ruling \| Attorney Fees
Loan Loss Obligations
Settlement offer				23.1
Residential Funding Co. v Home Loan Center \| Judicial Ruling \| Pre-Judgment Interest
Loan Loss Obligations
Settlement offer				$ 2.6
Residential Funding Co. v Home Loan Center \| Settled \| ResCap \| Damages
Loan Loss Obligations
Settlement offer	$ 58.5
Loss contingency settlement payment						$ 26.5
Loss contingency, receivable									$ 1.1
Lehman Brothers Holdings, Inc. Demand Letter
Loan Loss Obligations
Loss Contingency, Damages Sought, Value			$ 44.7							$ 40.2
Settlement offer									0.5
Loss Contingencies, Number of Loans Sold with Losses \| loan											370
Lehman Brothers Holdings, Inc. Demand Letter \| Pending litigation or appeal
Loan Loss Obligations
Loss Contingency, Number of Defendants \| defendant							149
Lehman Brothers Holdings Inc. v. LendingTree, LLC
Loan Loss Obligations
Loss Contingency, Damages Sought, Value		$ 13.3
Discontinued Operations, Disposed of by Means Other than Sale [Member] \| Obligation to Repurchase Receivables Sold \| Lending Tree Loans
Loan Loss Obligations
Loss contingency settlement payment						$ 36.0
Discontinued Operations, Disposed of by Means Other than Sale [Member] \| Pending litigation or appeal \| Obligation to Repurchase Receivables Sold \| Lending Tree Loans \| Discontinued Operations
Loan Loss Obligations
Settlement offer									$ 36.0
Subsequent Event [Member] \| Residential Funding Co. v Home Loan Center \| Settled \| ResCap \| Damages
Loan Loss Obligations
Loss contingency settlement payment					$ 6.4
Loss contingency, receivable					$ 7.5