0001434621-22-000018 | 10-Q | XBRL Viewer

Print Document View Excel Document

Cover - shares	3 Months Ended
Cover - shares	Mar. 31, 2022	Apr. 28, 2022
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2022
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	1415 Vantage Park Dr., Suite 700
Entity Address, City or Town	Charlotte
Entity Address, State or Province	NC
Entity Address, Postal Zip Code	28203
City Area Code	704
Local Phone Number	541-5351
Title of 12(b) Security	Common Stock, $0.01 par value per share
Trading Symbol	TREE
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		12,765,718
Amendment Flag	false
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q1
Entity Central Index Key	0001434621
Current Fiscal Year End Date	--12-31

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Income Statement and Statement of Comprehensive Income [Abstract]
Revenue	$ 283,178	$ 272,750
Costs and expenses:
Cost of revenue (exclusive of depreciation and amortization shown separately below)	15,561	13,895
Selling and marketing expense	204,157	197,462
General and administrative expense	35,973	34,989
Product development	14,052	12,468
Depreciation	4,854	3,718
Amortization of intangibles	7,917	11,312
Change in fair value of contingent consideration	0	797
Restructuring and severance	3,625	0
Litigation settlements and contingencies	(27)	16
Total costs and expenses	286,112	274,657
Operating loss	(2,934)	(1,907)
Other (expense) income, net:
Interest expense, net	(7,505)	(10,215)
Other (expense) income	(1)	40,072
(Loss) income before income taxes	(10,440)	27,950
Income tax expense	(383)	(8,638)
Net (loss) income from continuing operations	(10,823)	19,312
Loss from discontinued operations, net of tax	(3)	(263)
Net (loss) income and comprehensive (loss) income	$ (10,826)	$ 19,049
Weighted average shares outstanding:
Basic (in shares)	12,901	13,070
Diluted (in shares)	12,901	14,119
(Loss) income per share from continuing operations:
Basic (in dollars per share)	$ (0.84)	$ 1.48
Diluted (in dollars per share)	(0.84)	1.37
Loss per share from discontinued operations:
Basic (in dollars per share)	0	(0.02)
Diluted (in dollars per share)	0	(0.02)
Net (loss) income per share:
Basic (in dollars per share)	(0.84)	1.46
Diluted (in dollars per share)	$ (0.84)	$ 1.35

CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
ASSETS:
Cash and cash equivalents	$ 196,658	$ 251,231
Restricted cash and cash equivalents	120	111
Accounts receivable (net of allowance of $1,803 and $1,456, respectively)	114,294	97,658
Prepaid and other current assets	26,995	25,379
Total current assets	338,067	374,379
Property and equipment (net of accumulated depreciation of $28,180 and $28,315, respectively)	70,680	72,477
Operating lease right-of-use assets	74,807	77,346
Goodwill	420,139	420,139
Intangible assets, net	77,847	85,763
Deferred income tax assets	127,823	87,581
Equity investment	173,140	158,140
Other non-current assets	6,969	6,942
Non-current assets of discontinued operations	0	16,589
Total assets	1,289,472	1,299,356
LIABILITIES:
Current portion of long-term debt	169,484	166,008
Accounts payable, trade	9,909	1,692
Accrued expenses and other current liabilities	107,881	106,731
Current liabilities of discontinued operations	4	1
Total current liabilities	287,278	274,432
Long-term debt	564,981	478,151
Operating lease liabilities	93,759	96,165
Deferred income tax liabilities	2,265	2,265
Other non-current liabilities	341	351
Total liabilities	948,624	851,364
Commitments and contingencies (Note 13)
SHAREHOLDERS' EQUITY:
Preferred stock $.01 par value; 5,000,000 shares authorized; none issued or outstanding	0	0
Common stock $.01 par value; 50,000,000 shares authorized; 16,119,648 and 16,070,720 shares issued, respectively, and 12,764,182 and 13,095,149 shares outstanding, respectively	161	161
Additional paid-in capital	1,145,038	1,242,794
Accumulated deficit	(538,173)	(571,794)
Treasury stock; 3,355,466 and 2,975,571 shares, respectively	(266,178)	(223,169)
Total shareholders' equity	340,848	447,992
Total liabilities and shareholders' equity	$ 1,289,472	$ 1,299,356

CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Allowance for credit loss	$ 1,803	$ 1,456
Accumulated depreciation	$ 28,180	$ 28,315
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized	50,000,000	50,000,000
Common stock, shares issued	16,119,648	16,070,720
Common stock, shares outstanding	12,764,182	13,095,149
Treasury stock, shares	3,355,466	2,975,571

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Unaudited) - USD ($) $ in Thousands	Total	Cumulative Effect, Period of Adoption, Adjustment	Common Stock	Additional Paid-in Capital	Additional Paid-in Capital Cumulative Effect, Period of Adoption, Adjustment	Accumulated Deficit	Accumulated Deficit Cumulative Effect, Period of Adoption, Adjustment	Treasury Stock
Beginning balance at Dec. 31, 2020	$ 364,761		$ 158	$ 1,188,673		$ (640,909)		$ (183,161)
Beginning balance (in shares) at Dec. 31, 2020			15,766,000					2,641,000
Increase (Decrease) in Stockholders' Equity
Net income and comprehensive income	19,049					19,049
Non-cash compensation	16,436			16,436
Issuance of common stock for stock options, restricted stock awards and restricted stock units, net of withholding taxes	(4,801)			(4,801)
Issuance of common stock for stock options, restricted stock awards and restricted stock units, net of withholding taxes (in shares)			31,000
Other	(2)			(2)
Ending balance at Mar. 31, 2021	395,443		$ 158	1,200,306		(621,860)		$ (183,161)
Ending balance (in shares) at Mar. 31, 2021			15,797,000					2,641,000
Beginning balance at Dec. 31, 2020	364,761		$ 158	1,188,673		(640,909)		$ (183,161)
Beginning balance (in shares) at Dec. 31, 2020			15,766,000					2,641,000
Ending balance at Dec. 31, 2021	$ 447,992	$ (65,303)	$ 161	1,242,794	$ (109,750)	(571,794)	$ 44,447	$ (223,169)
Ending balance (in shares) at Dec. 31, 2021			16,071,000					2,976,000
Increase (Decrease) in Stockholders' Equity
Accounting Standards Update [Extensible Enumeration]	Accounting Standards Update 2020-06 [Member]
Net income and comprehensive income	$ (10,826)					(10,826)
Non-cash compensation	15,080			15,080
Purchase of treasury stock	$ (43,009)							$ (43,009)
Purchase of treasury stock (in shares)	379,895							379,000
Issuance of common stock for stock options, restricted stock awards and restricted stock units, net of withholding taxes	$ (3,086)			(3,086)
Issuance of common stock for stock options, restricted stock awards and restricted stock units, net of withholding taxes (in shares)			49,000
Ending balance at Mar. 31, 2022	$ 340,848		$ 161	$ 1,145,038		$ (538,173)		$ (266,178)
Ending balance (in shares) at Mar. 31, 2022			16,120,000					3,355,000

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Cash flows from operating activities attributable to continuing operations:
Net (loss) income and comprehensive (loss) income	$ (10,826,000)	$ 19,049,000
Less: Loss from discontinued operations, net of tax	3,000	263,000
Net (loss) income from continuing operations	(10,823,000)	19,312,000
Adjustments to reconcile net (loss) income from continuing operations to net cash provided by operating activities attributable to continuing operations:
Loss on impairments and disposal of assets	431,000	348,000
Amortization of intangibles	7,917,000	11,312,000
Depreciation	4,854,000	3,718,000
Non-cash compensation expense	15,080,000	16,436,000
Deferred income taxes	326,000	8,638,000
Change in fair value of contingent consideration	0	797,000
Gain on investments	0	(40,072,000)
Bad debt expense	850,000	516,000
Amortization of debt issuance costs	2,467,000	1,275,000
Amortization of debt discount	879,000	7,346,000
Reduction in carrying amount of ROU asset, offset by change in operating lease liabilities	(49,000)	7,132,000
Changes in current assets and liabilities:
Accounts receivable	(17,488,000)	(33,743,000)
Prepaid and other current assets	(3,666,000)	(915,000)
Accounts payable, accrued expenses and other current liabilities	9,320,000	7,154,000
Income taxes receivable	48,000	(89,000)
Other, net	(146,000)	(240,000)
Net cash provided by operating activities attributable to continuing operations	10,000,000	8,925,000
Cash flows from investing activities attributable to continuing operations:
Capital expenditures	(3,465,000)	(10,553,000)
Equity investment	(15,000,000)	(1,180,000)
Net cash used in investing activities attributable to continuing operations	(18,465,000)	(11,733,000)
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	(3,085,000)	(4,801,000)
Purchase of treasury stock	(43,009,000)	0
Payment of debt issuance costs	(4,000)	(168,000)
Other financing activities	0	(31,000)
Net cash used in financing activities attributable to continuing operations	(46,098,000)	(5,000,000)
Total cash used in continuing operations	(54,563,000)	(7,808,000)
Net cash used in operating activities attributable to discontinued operations	(1,000)	(71,000)
Total cash used in discontinued operations	(1,000)	(71,000)
Net decrease in cash, cash equivalents, restricted cash and restricted cash equivalents	(54,564,000)	(7,879,000)
Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of period	251,342,000	170,049,000
Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period	$ 196,778,000	$ 162,170,000

ORGANIZATION	3 Months Ended
ORGANIZATION	Mar. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
ORGANIZATION	ORGANIZATION Company Overview LendingTree, Inc. is the parent of LT Intermediate Company, LLC, which holds all of the outstanding ownership interests of LendingTree, LLC, and LendingTree, LLC owns several companies (collectively, "LendingTree" or the "Company"). LendingTree operates what it believes to be the leading online consumer platform that connects consumers with the choices they need to be confident in their financial decisions. The Company offers consumers tools and resources, including free credit scores, that facilitate comparison-shopping for mortgage loans, home equity loans and lines of credit, reverse mortgage loans, auto loans, credit cards, deposit accounts, personal loans, student loans, small business loans, insurance quotes, sales of insurance policies and other related offerings. The Company primarily seeks to match in-market consumers with multiple providers on its marketplace who can provide them with competing quotes for loans, deposit products, insurance or other related offerings they are seeking. The Company also serves as a valued partner to lenders and other providers seeking an efficient, scalable and flexible source of customer acquisition with directly measurable benefits, by matching the consumer inquiries it generates with these providers. The consolidated financial statements include the accounts of LendingTree and all its wholly-owned entities, except Home Loan Center, Inc. ("HLC") subsequent to its bankruptcy filing on July 21, 2019 which resulted in the Company's loss of a controlling interest in HLC under applicable accounting standards. Intercompany transactions and accounts have been eliminated. The HLC Bankruptcy case was closed on July 14, 2021. The HLC entity was legally dissolved in the first quarter of 2022. See Note 16—Discontinued Operations for additional information. Discontinued Operations The LendingTree Loans business, which consisted of originating various consumer mortgage loans through HLC (the "LendingTree Loans Business"), is presented as discontinued operations in the accompanying consolidated balance sheets, consolidated statements of operations and comprehensive income and consolidated statements of cash flows for all periods presented. The notes accompanying these consolidated financial statements reflect the Company's continuing operations and, unless otherwise noted, exclude information related to the discontinued operations. See Note 16—Discontinued Operations for additional information. Basis of Presentation The accompanying unaudited interim consolidated financial statements as of March 31, 2022 and for the three months ended March 31, 2022 and 2021, 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 months ended March 31, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022, or any other period. The accompanying consolidated balance sheet as of December 31, 2021 was derived from audited financial statements included in the Company's annual report on Form 10-K for the year ended December 31, 2021 (the "2021 Annual Report"). The accompanying consolidated financial statements do not include all of the information and footnotes required by GAAP for annual financial statements. Accordingly, they should be read in conjunction with the audited financial statements and notes thereto included in the 2021 Annual Report.

SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Mar. 31, 2022

Accounting Policies [Abstract]

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

Certain Risks and Concentrations

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

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

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

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

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

Litigation Settlements and Contingencies

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

Recently Adopted Accounting Pronouncements

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

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

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

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


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

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

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

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

Recently Issued Accounting Pronouncements

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

REVENUE

3 Months Ended

Mar. 31, 2022

Revenue from Contract with Customer [Abstract]

REVENUE

Revenue is as follows (in thousands):


	Three Months Ended March 31,
		2022		2021
Home		$	101,944	$	128,125
Credit cards		29,822		17,637
Personal loans		35,210		14,868
Other Consumer		36,036		25,402
Total Consumer		101,068		57,907
Insurance		80,038		86,614
Other		128		104
Total revenue		$	283,178	$	272,750

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

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

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 in the Company's Consumer business was $9.7 million and $9.1 million at March 31, 2022 and December 31, 2021, respectively.

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

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

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI http://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130556-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 9
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130550-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (e)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130558-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

+ Details

CASH AND RESTRICTED CASH

3 Months Ended

Mar. 31, 2022

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):


	March 31, 2022		December 31, 2021
Cash and cash equivalents	$	196,658	$	251,231
Restricted cash and cash equivalents	120		111
Total cash, cash equivalents, restricted cash and restricted cash equivalents	$	196,778	$	251,342

ALLOWANCE FOR DOUBTFUL ACCOUNTS

3 Months Ended

Mar. 31, 2022

Credit Loss [Abstract]

ALLOWANCE FOR DOUBTFUL ACCOUNTS

ALLOWANCE FOR DOUBTFUL ACCOUNTSAccounts 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 March 31,
		2022		2021
Balance, beginning of the period		$	1,456	$	1,402
Charges to earnings		850		516
Write-off of uncollectible accounts receivable		(503)		(494)
Recoveries collected		—		5
Balance, end of the period		$	1,803	$	1,429

- 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

3 Months Ended

Mar. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

GOODWILL AND INTANGIBLE ASSETS

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


	March 31, 2022		December 31, 2021
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	67,705		75,621
Total intangible assets, net	$	77,847	$	85,763

Goodwill and Indefinite-Lived Intangible Assets

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

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

Intangible Assets with Definite Lives

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


	Cost		Accumulated Amortization		Net
Technology	$	83,500	$	(70,236)	$	13,264
Customer lists	77,300		(26,195)		51,105
Trademarks and tradenames	11,700		(8,364)		3,336

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


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

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


	Amortization Expense
Remainder of current year	$	17,339
Year ending December 31, 2023	8,602
Year ending December 31, 2024	6,747
Year ending December 31, 2025	6,259
Year ending December 31, 2026	5,504
Thereafter	23,254
Total intangible assets with definite lives, net	$	67,705

EQUITY INVESTMENT	3 Months Ended
EQUITY INVESTMENT	Mar. 31, 2022
Equity Method Investments and Joint Ventures [Abstract]
EQUITY INVESTMENT	EQUITY INVESTMENT In January 2022, the Company acquired an equity interest in EarnUp Inc. ("EarnUp") for $15.0 million. The company is a consumer-first mortgage payment platform that intelligently automates loan payment scheduling and helps consumers better manage their money and improve their financial well-being. On February 28, 2020, the Company acquired an equity interest in Stash Financial, Inc. (“Stash”) for $80.0 million. On January 6, 2021, the Company acquired additional equity interest for $1.2 million. On October 18, 2021, the Company entered into a stock transfer agreement with third parties to sell a portion of its Stash equity securities for $46.3 million. The Company sold $35.3 million in October and closed on an additional $11.0 million in November 2021. The Company recorded a realized gain of $27.9 million based on the sale of Stash equity securities under the stock transfer agreement, which is included within other income on the consolidated statement of operations and comprehensive income. Stash is a consumer investing and banking platform. Stash brings together banking, investing, and financial services education into one seamless experience offering a full suite of personal investment accounts, traditional and Roth IRAs, custodial investment accounts, and banking services, including checking accounts and debit cards with a Stock-Back® rewards program. The equity securities do not have a readily determinable fair value and, upon acquisition, the Company elected the measurement alternative to value its securities. The equity securities will be carried at cost and subsequently marked to market upon observable market events with any gains or losses recorded to the consolidated statement of operations and comprehensive income. In 2021, the Company recorded a net unrealized gain on the investment in Stash of $95.4 million as a result of an adjustment to the fair value of the Stash equity securities based on observable market events, which is included within other income on the consolidated statement of operations and comprehensive income. As of March 31, 2022, there have been no impairments to the acquisition cost of the equity securities.

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

3 Months Ended

Mar. 31, 2022

Payables and Accruals [Abstract]

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

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


	March 31, 2022		December 31, 2021
Accrued advertising expense	$	65,778	$	59,150
Accrued compensation and benefits	12,394		16,330
Accrued professional fees	1,127		1,887
Customer deposits and escrows	8,209		7,546
Contribution to LendingTree Foundation	—		3,333
Current lease liabilities	8,561		8,595
Other	11,812		9,890
Total accrued expenses and other current liabilities	$	107,881	$	106,731

SHAREHOLDERS' EQUITY

3 Months Ended

Mar. 31, 2022

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 March 31,
		2022	2021
Weighted average basic common shares		12,901	13,070
Effect of stock options		—	658
Effect of dilutive share awards		—	118
Effect of Convertible Senior Notes and warrants		—	273
Weighted average diluted common shares		12,901	14,119

For the first quarter of 2022, the Company had losses from continuing operations and, as a result, no potentially dilutive securities were included in the denominator for computing diluted loss per share, because the impact would have been anti-dilutive. Accordingly, the weighted average basic shares outstanding was used to compute loss per share. Approximately 0.3 million shares related to potentially dilutive securities were excluded from the calculation of diluted loss per share for the first quarter of 2022 because their inclusion would have been anti-dilutive. For the first quarter of 2022, the weighted average shares that were anti-dilutive, and therefore excluded from the calculation of diluted income per share, included options to purchase 0.9 million shares of common stock and 0.2 million restricted stock units.

For the first quarter of 2021, the weighted average shares that were anti-dilutive, and therefore excluded from the calculation of diluted income per share, included options to purchase 0.3 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 12—Debt for additional information. On January 1, 2022, the Company adopted ASU 2020-06 using the modified retrospective method. Following the adoption, the if-converted method is used for diluted net income per share calculation of our convertible notes. Prior to the adoption of ASU 2020-06 the dilutive impact of the convertible notes was calculated using the treasury stock method. See Note 2—Significant Accounting Policies for additional information.

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

The employee stock purchase plan did not have a material impact to the calculation of diluted shares.

Common Stock Repurchases

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

STOCK-BASED COMPENSATION

3 Months Ended

Mar. 31, 2022

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 March 31,
		2022		2021
Cost of revenue		$	393	$	397
Selling and marketing expense		2,039		1,802
General and administrative expense		9,600		12,171
Product development		1,965		2,066
Restructuring and severance		1,083		—
Total non-cash compensation		$	15,080	$	16,436

Stock Options

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


	Number of Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value(a)
		(per option)		(in years)	(in thousands)
Options outstanding at January 1, 2022	676,293	$	169.71
Granted (b)	130,428	114.28
Exercised	—	—
Forfeited	(10,010)	258.09
Expired	(811)	278.83
Options outstanding at March 31, 2022	795,900	159.41		5.85	$	25,773
Options exercisable at March 31, 2022	485,638	$	126.88	3.77	$	24,985

(a)The aggregate intrinsic value represents the total pre-tax intrinsic value (the difference between the Company's closing stock price of $119.67 on the last trading day of the quarter ended March 31, 2022 and the exercise price, multiplied by the number of shares covered by in-the-money options) that would have been received by the option holder had the option holder exercised these options on March 31, 2022. The intrinsic value changes based on the market value of the Company's common stock.

(b)During the three months ended March 31, 2022, the Company granted stock options to certain employees with a weighted average grant date fair value per share of $58.60, calculated using the Black-Scholes option pricing model, with a vesting period of three 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)			6.00 years
Expected dividend (2)			—
Expected volatility (3)			53 - 56%
Risk-free interest rate (4)			1.62 - 1.79%

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

(2)For all stock options granted in 2022, no dividends are expected to be paid over the contractual term of the stock options, resulting in a zero expected dividend rate.

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

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

Stock Options with Market Conditions

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


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

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

Restricted Stock Units

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


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

Restricted Stock Awards with Market Conditions

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


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

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

Employee Stock Purchase Plan

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

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


Expected term (1)	0.50 years
Expected dividend (2)	—
Expected volatility (3)	49	%
Risk-free interest rate (4)	0.19	%

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

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

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

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

INCOME TAXES

3 Months Ended

Mar. 31, 2022

Income Tax Disclosure [Abstract]

INCOME TAXES


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

For the first quarter of 2022, the effective tax rate varied from the federal statutory rate of 21% primarily due to excess tax expense of $2.5 million, resulting from vesting of restricted stock in accordance with ASU 2016-09 and the effect of state taxes. For the first quarter of 2021, the effective tax rate varied from the federal statutory rate of 21% primarily due to the effect of state taxes.

The Company determines its estimated annual effective tax rate at the end of each interim period based on estimated pre-tax income (loss) and facts known at that time. The estimated annual effective tax rate is applied to the year-to-date pre-tax income (loss) at the end of each interim period with certain adjustments. The tax effects of significant unusual or extraordinary items are reflected as discrete adjustments in the periods in which they occur. However, if the Company is unable to make a reliable estimate of its annual effective tax rate, then the actual effective tax rate for the year-to-date period may be the best estimate. For the three months ended March 31, 2021, the Company determined that its annual effective tax rate approach would provide a reliable estimate and therefore used its historical method to calculate its tax provision. However, for the three months ended March 31, 2022, the Company used a discrete effective tax rate method as it was determined that the effective tax rate determined using the forecast of ordinary income or loss does not reasonably estimate the effective tax rate to be applied to year-to-date pre-tax income (loss), and any small changes would result in significant changes in the estimated annual effective tax rate.


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

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

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI http://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI http://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI http://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

DEBT

3 Months Ended

Mar. 31, 2022

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

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

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

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

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

Accounting for the Notes After Adoption of ASU 2020-06

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

Accounting for the Notes Before Adoption of ASU 2020-06

The initial measurement of convertible debt instruments that may be settled in cash was separated into a debt and an equity component whereby the debt component was 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 first quarter of 2022, the Company recorded interest expense on the 2025 Notes of $1.5 million which consisted of $0.7 million associated with the 0.50% coupon rate and $0.8 million associated with the amortization of the debt issuance costs. In the first quarter of 2021, the Company recorded interest expense on the 2025 Notes of $6.8 million which consisted of $0.7 million associated with the 0.50% coupon rate, $5.5 million associated with the accretion of the debt discount, and $0.6 million associated with the amortization of the debt issuance costs.

As of March 31, 2022, the fair value of the 2025 Notes is estimated to be approximately $471.5 million using the Level 1 observable input of the last quoted market price on March 31, 2022.

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


	March 31, 2022		December 31, 2021
Gross carrying amount	$	575,000	$	575,000
Unamortized debt discount	—		87,994
Debt issuance costs	10,019		8,855
Net carrying amount	$	564,981	$	478,151

2022 Notes

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

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

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

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

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

•during any calendar quarter commencing after the calendar quarter ending on September 30, 2017 (and only during such calendar quarter), if the last reported sale price of the common stock for at least 20 trading days (whether or not consecutive) during the 30 consecutive trading day period ending on, and including the last trading day of the 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.

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

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

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

Accounting for the Notes After Adoption of ASU 2020-06

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

Accounting for the Notes Before Adoption of ASU 2020-06

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

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 quarter of 2022, the Company recorded interest expense on the 2022 Notes of $0.5 million which consisted of $0.3 million associated with the 0.625% coupon rate and $0.2 million associated with the amortization of the debt issuance costs. In the first quarter of 2021, the Company recorded interest expense on the 2022 Notes of $2.3 million which consisted of $0.3 million associated with the 0.625% coupon rate, $1.8 million associated with the accretion of the debt discount, and $0.2 million associated with the amortization of the debt issuance costs.

As of March 31, 2022, the fair value of the 2022 Notes is estimated to be approximately $168.4 million using the Level 1 observable input of the last quoted market price on March 31, 2022.

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


	March 31, 2022		December 31, 2021
Gross carrying amount	$	169,659	$	169,659
Unamortized debt discount	—		3,260
Debt issuance costs	175		391
Net carrying amount	$	169,484	$	166,008

Convertible Note Hedge and Warrant Transactions

2020 Hedge and Warrants

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

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

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

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.

Credit Facility

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

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

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

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

•a base rate generally defined as the sum of (i) the greater of (a) the prime rate of Truist Bank, (b) the federal funds effective rate plus 0.5% and (c) the LIBO rate (defined below) on a daily basis applicable for an interest period of one month plus 1.0% and (ii) an applicable percentage of 1.25% to 1.75% for loans under the Revolving Facility and 2.75% to 3.00% for loans under the Term Loan Facility, in each case, based on a first lien net leverage ratio; or

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

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

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

The Company was in compliance with all covenants at March 31, 2022.

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

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

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

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

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

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

In the first quarter of 2021, the Company recorded interest expense related to its revolving credit facilities of $1.1 million which consisted of $0.6 million in unused commitment fees, and $0.5 million associated with the amortization of the debt issuance costs.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-URI http://asc.fasb.org/topic&trid=2208564

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (h)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (g)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1E
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (i)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

+ Details

CONTINGENCIES	3 Months Ended
CONTINGENCIES	Mar. 31, 2022
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 13, unless otherwise indicated, the Company is unable to estimate the possible loss or range of losses that could potentially result from the application of such non-monetary remedies. As of March 31, 2022 and December 31, 2021, the Company had litigation settlement accruals of $0.1 million in continuing operations. 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.

FAIR VALUE MEASUREMENTS

3 Months Ended

Mar. 31, 2022

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

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

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

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

- 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

3 Months Ended

Mar. 31, 2022

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 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 and insurance policies in the agency businesses.

The following tables are a reconciliation of segment profit, which is the Company's primary segment profitability measure, to income before income taxes and discontinued operations. Segment 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.


	Three Months Ended March 31, 2022
	Home		Consumer		Insurance		Other		Total
	(in thousands)
Revenue	$	101,944	$	101,068	$	80,038	$	128	$	283,178
Segment marketing expense	66,035		58,561		58,935		183		183,714
Segment profit (loss)	35,909		42,507		21,103		(55)		99,464
Cost of revenue									15,561
Brand and other marketing expense									20,443
General and administrative expense									35,973
Product development									14,052
Depreciation									4,854
Amortization of intangibles									7,917

Severance									3,625
Litigation settlements and contingencies									(27)
Operating loss									(2,934)
Interest expense, net									(7,505)
Other income									(1)
Loss before income taxes and discontinued operations									$	(10,440)


	Three Months Ended March 31, 2021
	Home		Consumer		Insurance		Other		Total
	(in thousands)
Revenue	$	128,125	$	57,907	$	86,614	$	104	$	272,750
Segment marketing expense	89,135		33,300		53,772		196		176,403
Segment profit (loss)	38,990		24,607		32,842		(92)		96,347
Cost of revenue									13,895
Brand and other marketing expense									21,059
General and administrative expense									34,989
Product development									12,468
Depreciation									3,718
Amortization of intangibles									11,312
Change in fair value of contingent consideration									797

Litigation settlements and contingencies									16
Operating loss									(1,907)
Interest expense, net									(10,215)
Other income									40,072
Income before income taxes and discontinued operations									$	27,950

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8924-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 34
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8981-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 21
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8721-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e9031-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (e)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 26
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8844-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e9038-108599

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e9054-108599

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8657-108599

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 21
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8721-108599

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-URI http://asc.fasb.org/topic&trid=2134510

+ Details

DISCONTINUED OPERATIONS

3 Months Ended

Mar. 31, 2022

Discontinued Operations and Disposal Groups [Abstract]

DISCONTINUED OPERATIONS

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

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


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

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

RESTRUCTURING ACTIVITIES

3 Months Ended

Mar. 31, 2022

Restructuring and Related Activities [Abstract]

RESTRUCTURING ACTIVITIES

In the first quarter of 2022, the Company completed a workforce reduction of approximately 75 employees. The Company incurred total expense of $3.6 million consisting of employee separation costs of $2.5 million and non-cash compensation expense of $1.1 million due to the accelerated vesting of certain equity awards. All employee separation costs are expected to be paid by the first quarter of 2023.


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

SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

Mar. 31, 2022

Accounting Policies [Abstract]

Accounting Estimates

Certain Risks and Concentrations

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

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 and Recently Issued Accounting Pronouncements

Recently Adopted Accounting Pronouncements

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


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

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

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

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

Recently Issued Accounting Pronouncements

Income Taxes

- Definition

Disclosure of accounting policy for income taxes, which may include its accounting policies for recognizing and measuring deferred tax assets and liabilities and related valuation allowances, recognizing investment tax credits, operating loss carryforwards, tax credit carryforwards, and other carryforwards, methodologies for determining its effective income tax rate and the characterization of interest and penalties in the financial statements.

+ References + Details

SIGNIFICANT ACCOUNTING POLICIES (Tables)

3 Months Ended

Mar. 31, 2022

Accounting Policies [Abstract]

Cumulative Effect of Changes Made to Balance Sheet For Adoption of ASU 2020-06

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


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

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

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

REVENUE (Tables)

3 Months Ended

Mar. 31, 2022

Revenue from Contract with Customer [Abstract]

Disaggregation of Revenue

Revenue is as follows (in thousands):


	Three Months Ended March 31,
		2022		2021
Home		$	101,944	$	128,125
Credit cards		29,822		17,637
Personal loans		35,210		14,868
Other Consumer		36,036		25,402
Total Consumer		101,068		57,907
Insurance		80,038		86,614
Other		128		104
Total revenue		$	283,178	$	272,750

CASH AND RESTRICTED CASH (Tables)

3 Months Ended

Mar. 31, 2022

Cash and Cash Equivalents [Abstract]

Schedule of Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents

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


	March 31, 2022		December 31, 2021
Cash and cash equivalents	$	196,658	$	251,231
Restricted cash and cash equivalents	120		111
Total cash, cash equivalents, restricted cash and restricted cash equivalents	$	196,778	$	251,342

ALLOWANCE FOR DOUBTFUL ACCOUNTS (Tables)

3 Months Ended

Mar. 31, 2022

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 March 31,
		2022		2021
Balance, beginning of the period		$	1,456	$	1,402
Charges to earnings		850		516
Write-off of uncollectible accounts receivable		(503)		(494)
Recoveries collected		—		5
Balance, end of the period		$	1,803	$	1,429

GOODWILL AND INTANGIBLE ASSETS (Tables)

3 Months Ended

Mar. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Balance of Goodwill, Net and Intangible Assets, Net

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


	March 31, 2022		December 31, 2021
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	67,705		75,621
Total intangible assets, net	$	77,847	$	85,763

Schedule of Intangible Assets with Definite Lives

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


	Cost		Accumulated Amortization		Net
Technology	$	83,500	$	(70,236)	$	13,264
Customer lists	77,300		(26,195)		51,105
Trademarks and tradenames	11,700		(8,364)		3,336

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


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

Schedule of Amortization of Intangible Assets with Definite Lives


	Amortization Expense
Remainder of current year	$	17,339
Year ending December 31, 2023	8,602
Year ending December 31, 2024	6,747
Year ending December 31, 2025	6,259
Year ending December 31, 2026	5,504
Thereafter	23,254
Total intangible assets with definite lives, net	$	67,705

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables)

3 Months Ended

Mar. 31, 2022

Payables and Accruals [Abstract]

Schedule of Accrued Expenses and Other Current Liabilities

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


	March 31, 2022		December 31, 2021
Accrued advertising expense	$	65,778	$	59,150
Accrued compensation and benefits	12,394		16,330
Accrued professional fees	1,127		1,887
Customer deposits and escrows	8,209		7,546
Contribution to LendingTree Foundation	—		3,333
Current lease liabilities	8,561		8,595
Other	11,812		9,890
Total accrued expenses and other current liabilities	$	107,881	$	106,731

SHAREHOLDERS' EQUITY (Tables)

3 Months Ended

Mar. 31, 2022

Earnings Per Share [Abstract]

Schedule of Basic and Diluted Income per Share

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


	Three Months Ended March 31,
		2022	2021
Weighted average basic common shares		12,901	13,070
Effect of stock options		—	658
Effect of dilutive share awards		—	118
Effect of Convertible Senior Notes and warrants		—	273
Weighted average diluted common shares		12,901	14,119

STOCK-BASED COMPENSATION (Tables)

3 Months Ended

Mar. 31, 2022

Share-based Payment Arrangement [Abstract]

Schedule of Non-cash Compensation 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 March 31,
		2022		2021
Cost of revenue		$	393	$	397
Selling and marketing expense		2,039		1,802
General and administrative expense		9,600		12,171
Product development		1,965		2,066
Restructuring and severance		1,083		—
Total non-cash compensation		$	15,080	$	16,436

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

Schedule of Stock Option Valuation Assumptions


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

(2)For all stock options granted in 2022, no dividends are expected to be paid over the contractual term of the stock options, resulting in a zero expected dividend rate.

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

Summary 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, 2022	700,209	$	236.01
Granted	—	—
Exercised	—	—
Forfeited	—	—
Expired	(13,163)	378.95
Options outstanding at March 31, 2022	687,046	233.27		6.51	$	—
Options exercisable at March 31, 2022	—	$	—	0.00	$	—

Summary of Changes in Outstanding Nonvested Restricted Stock Units

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


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

Summary of Changes in Outstanding Nonvested RSUs with Performance Conditions, Nonvested RSAs with Performance Conditions and Nonvested RSAs 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, 2022	26,674	$	340.25
Granted	—	—
Vested	—	—
Forfeited	—	—
Nonvested at March 31, 2022	26,674	$	340.25

Summary of Employee Stock Purchase Plan Valuation Assumptions

For purposes of determining stock-based compensation expense, the grant date fair value per share estimated using the Black-Scholes option pricing model required the use of the following key assumptions:


Expected term (1)	0.50 years
Expected dividend (2)	—
Expected volatility (3)	49	%
Risk-free interest rate (4)	0.19	%

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

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

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

INCOME TAXES (Tables)

3 Months Ended

Mar. 31, 2022

Income Tax Disclosure [Abstract]

Schedule of Income Tax (Expense) Benefit and Effective Tax Rate


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

Reconciliation of Income Tax (Expense) Benefit


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

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

DEBT (Table)

3 Months Ended

Mar. 31, 2022

Debt Disclosure [Abstract]

Component of the Notes


	March 31, 2022		December 31, 2021
Gross carrying amount	$	575,000	$	575,000
Unamortized debt discount	—		87,994
Debt issuance costs	10,019		8,855
Net carrying amount	$	564,981	$	478,151


	March 31, 2022		December 31, 2021
Gross carrying amount	$	169,659	$	169,659
Unamortized debt discount	—		3,260
Debt issuance costs	175		391
Net carrying amount	$	169,484	$	166,008

FAIR VALUE MEASUREMENTS (Tables)

3 Months Ended

Mar. 31, 2022

Fair Value Disclosures [Abstract]

Schedule of Changes in Fair Value of Level 3 Liabilities

The changes in the fair value of the Company's Level 3 liabilities are as follows (in thousands):


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

SEGMENT INFORMATION (Tables)

3 Months Ended

Mar. 31, 2022

Segment Reporting [Abstract]

Schedule of Segment Reporting Information by Segment


	Three Months Ended March 31, 2022
	Home		Consumer		Insurance		Other		Total
	(in thousands)
Revenue	$	101,944	$	101,068	$	80,038	$	128	$	283,178
Segment marketing expense	66,035		58,561		58,935		183		183,714
Segment profit (loss)	35,909		42,507		21,103		(55)		99,464
Cost of revenue									15,561
Brand and other marketing expense									20,443
General and administrative expense									35,973
Product development									14,052
Depreciation									4,854
Amortization of intangibles									7,917

Severance									3,625
Litigation settlements and contingencies									(27)
Operating loss									(2,934)
Interest expense, net									(7,505)
Other income									(1)
Loss before income taxes and discontinued operations									$	(10,440)


	Three Months Ended March 31, 2021
	Home		Consumer		Insurance		Other		Total
	(in thousands)
Revenue	$	128,125	$	57,907	$	86,614	$	104	$	272,750
Segment marketing expense	89,135		33,300		53,772		196		176,403
Segment profit (loss)	38,990		24,607		32,842		(92)		96,347
Cost of revenue									13,895
Brand and other marketing expense									21,059
General and administrative expense									34,989
Product development									12,468
Depreciation									3,718
Amortization of intangibles									11,312
Change in fair value of contingent consideration									797

Litigation settlements and contingencies									16
Operating loss									(1,907)
Interest expense, net									(10,215)
Other income									40,072
Income before income taxes and discontinued operations									$	27,950

DISCONTINUED OPERATIONS (Tables)

3 Months Ended

Mar. 31, 2022

Discontinued Operations and Disposal Groups [Abstract]

Schedule of Discontinued Operations

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


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

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

RESTRUCTURING ACTIVITIES (Tables)

3 Months Ended

Mar. 31, 2022

Restructuring and Related Activities [Abstract]

Schedule of Rollforward of Accrued Balance for Restructuring Activities


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

SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Jan. 01, 2022	Dec. 31, 2021	Mar. 31, 2021	Dec. 31, 2020
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Total shareholders' equity	$ 340,848		$ 447,992	$ 395,443	$ 364,761
Assets:
Deferred income tax assets	127,823	$ 111,560	87,581
Liabilities:
Current portion of long-term debt	169,484	169,221	166,008
Long-term debt	564,981	564,220	478,151
Shareholders' equity:
Additional paid-in capital	1,145,038	1,133,044	1,242,794
Accumulated deficit	(538,173)	(527,347)	(571,794)
Accumulated Deficit
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Total shareholders' equity	$ (538,173)	44,400	(571,794)	$ (621,860)	$ (640,909)
Interest adjustment due to ASU 2020-06 adoption		60,800
Tax impacts due to ASU 2020-06 adoption		16,400
Cumulative Effect, Period of Adoption, Adjustment
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Total shareholders' equity			(65,303)
Assets:
Deferred income tax assets		23,979
Liabilities:
Current portion of long-term debt		3,213
Long-term debt		86,069
Shareholders' equity:
Additional paid-in capital		(109,750)
Accumulated deficit		$ 44,447
Cumulative Effect, Period of Adoption, Adjustment \| Accumulated Deficit
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Total shareholders' equity			$ 44,447

REVENUE - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Disaggregation of Revenue [Line Items]
Revenue	$ 283,178	$ 272,750
Other
Disaggregation of Revenue [Line Items]
Revenue	128	104
Home
Disaggregation of Revenue [Line Items]
Revenue	101,944	128,125
Credit cards
Disaggregation of Revenue [Line Items]
Revenue	29,822	17,637
Personal loans
Disaggregation of Revenue [Line Items]
Revenue	35,210	14,868
Other Consumer
Disaggregation of Revenue [Line Items]
Revenue	36,036	25,402
Total Consumer
Disaggregation of Revenue [Line Items]
Revenue	101,068	57,907
Insurance
Disaggregation of Revenue [Line Items]
Revenue	$ 80,038	$ 86,614

- Definition

Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 323
-SubTopic 10
-Section 50
-Paragraph 3
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 28
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=123596393&loc=d3e14064-108612

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(A))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e9031-108599

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8906-108599

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e9038-108599

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(A))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e9054-108599

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 235
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-05(b)(2))
-URI http://asc.fasb.org/extlink&oid=120399901&loc=d3e537907-122884

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(B))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

Reference 22: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(ii))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(1))
-URI http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227

+ Details

REVENUE - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
REVENUE - Narrative (Details) - USD ($) $ in Millions	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Revenue from Contract with Customer [Abstract]
Contract asset	$ 9.7		$ 9.1
Contract liability	1.0		$ 0.8
Revenue recognized from prior period	0.7	$ 0.6
Estimated variable consideration, increase in revenue	$ 0.2	$ 0.3

CASH AND RESTRICTED CASH (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021	Mar. 31, 2021	Dec. 31, 2020
Cash and Cash Equivalents [Abstract]
Cash and cash equivalents	$ 196,658	$ 251,231
Restricted cash and cash equivalents	120	111
Total cash, cash equivalents, restricted cash and restricted cash equivalents	$ 196,778	$ 251,342	$ 162,170	$ 170,049

ALLOWANCE FOR DOUBTFUL ACCOUNTS (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Balance, beginning of the period	$ 1,456	$ 1,402
Charges to earnings	850	516
Write-off of uncollectible accounts receivable	(503)	(494)
Recoveries collected	0	5
Balance, end of the period	$ 1,803	$ 1,429

GOODWILL AND INTANGIBLE ASSETS - Schedule of Balance of Goodwill, Net and Intangible Assets, Net (Details ) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
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	67,705	75,621
Total intangible assets, net	$ 77,847	$ 85,763

GOODWILL AND INTANGIBLE ASSETS - Narrative (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Intangible assets with definite lives
Goodwill	$ 903,227	$ 903,227
Home
Intangible assets with definite lives
Goodwill	59,300	59,300
Total Consumer
Intangible assets with definite lives
Goodwill	166,100	166,100
Insurance
Intangible assets with definite lives
Goodwill	$ 194,700	$ 194,700

GOODWILL AND INTANGIBLE ASSETS - Schedule of Intangible Assets with Definite Lives (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Intangible assets with definite lives
Cost	$ 172,500	$ 202,800
Accumulated Amortization	(104,795)	(127,179)
Total intangible assets with definite lives, net	67,705	75,621
Technology
Intangible assets with definite lives
Cost	83,500	87,700
Accumulated Amortization	(70,236)	(69,369)
Total intangible assets with definite lives, net	13,264	18,331
Customer lists
Intangible assets with definite lives
Cost	77,300	77,300
Accumulated Amortization	(26,195)	(24,668)
Total intangible assets with definite lives, net	51,105	52,632
Trademarks and tradenames
Intangible assets with definite lives
Cost	11,700	11,700
Accumulated Amortization	(8,364)	(7,767)
Total intangible assets with definite lives, net	$ 3,336	3,933
Website content
Intangible assets with definite lives
Cost		26,100
Accumulated Amortization		(25,375)
Total intangible assets with definite lives, net		$ 725

GOODWILL AND INTANGIBLE ASSETS - Schedule of Amortization of Intangible Assets with Definite Lives (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Amortization of intangible assets with definite lives computed on a straight-line basis
Remainder of current year	$ 17,339
2023	8,602
2024	6,747
2025	6,259
2026	5,504
Thereafter	23,254
Total intangible assets with definite lives, net	$ 67,705	$ 75,621

EQUITY INVESTMENT (Details) - USD ($)	1 Months Ended		2 Months Ended		12 Months Ended
EQUITY INVESTMENT (Details) - USD ($)	Nov. 30, 2021	Oct. 31, 2021	Dec. 31, 2021	Nov. 30, 2021	Dec. 31, 2021	Mar. 31, 2022	Jan. 31, 2022	Jan. 06, 2021	Feb. 28, 2020
Schedule of Equity Method Investments [Line Items]
Impairment loss on equity method investments						$ 0
EarnUp Inc.
Schedule of Equity Method Investments [Line Items]
Equity investment, aggregate cost							$ 15,000,000
Stash
Schedule of Equity Method Investments [Line Items]
Equity investment, aggregate cost								$ 1,200,000	$ 80,000,000
Proceeds from sale of equity method investments	$ 11,000,000	$ 35,300,000		$ 46,300,000
Realized gain from sale of equity method investment			$ 27,900,000
Unrealized gain on investments					$ 95,400,000

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Accrued expenses and other current liabilities
Accrued advertising expense	$ 65,778	$ 59,150
Accrued compensation and benefits	12,394	16,330
Accrued professional fees	1,127	1,887
Customer deposits and escrows	8,209	7,546
Contribution to LendingTree Foundation	0	3,333
Current lease liabilities	8,561	8,595
Other	11,812	9,890
Total accrued expenses and other current liabilities	$ 107,881	$ 106,731

SHAREHOLDERS' EQUITY (Details) - USD ($)	3 Months Ended
SHAREHOLDERS' EQUITY (Details) - USD ($)	Mar. 31, 2022	Mar. 31, 2021	Jul. 24, 2020	Feb. 28, 2019	Feb. 28, 2018	May 31, 2017
Weighted average shares outstanding:
Weighted average basic common shares (in shares)	12,901,000	13,070,000
Effect of stock options (in shares)	0	658,000
Effect of dilutive share awards (in shares)	0	118,000
Effect of Convertible Senior Notes (in shares)	0	273,000
Weighted average diluted common shares (in shares)	12,901,000	14,119,000
Additional disclosure
Antidilutive securities excluded from computation of earnings per share (in shares)	300,000
Common stock repurchases
Value of common stock authorized to be repurchased				$ 150,000,000	$ 100,000,000
Purchased shares of common stock under stock repurchase program (in shares)	379,895
Repurchases of common stock	$ 43,009,000	$ 0
Remaining authorized repurchase amount	$ 96,700,000
2025 Convertible Notes \| Convertible Debt
Additional disclosure
Stated interest rate	0.50%		0.50%
2022 Convertible Notes
Additional disclosure
Stated interest rate						0.625%
2022 Convertible Notes \| Convertible Debt
Additional disclosure
Stated interest rate	0.625%
Option
Additional disclosure
Antidilutive securities excluded from computation of earnings per share (in shares)	900,000	300,000
Restricted Stock Units (RSUs)
Additional disclosure
Antidilutive securities excluded from computation of earnings per share (in shares)	200,000
Convertible Debt
Additional disclosure
Antidilutive securities excluded from computation of earnings per share (in shares)	2,100,000

STOCK-BASED COMPENSATION - Schedule of Non-cash Compensation Related to Equity Awards (Details ) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total non-cash compensation	$ 15,080	$ 16,436
Cost of revenue
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total non-cash compensation	393	397
Selling and marketing expense
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total non-cash compensation	2,039	1,802
General and administrative expense
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total non-cash compensation	9,600	12,171
Product development
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total non-cash compensation	1,965	2,066
Restructuring and severance
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total non-cash compensation	$ 1,083	$ 0

STOCK-BASED COMPENSATION - Summary of Stock Options and Stock Options with Market Conditions (Details)	3 Months Ended
	Mar. 31, 2022 USD ($) $ / shares shares
Stock options, Grant Date Fair Value Valuation
Share price (in dollars per share) \| $ / shares	$ 119.67
Grant date fair value (in dollars per share) \| $ / shares	$ 58.60
Option
Stock options, Shares
Outstanding at the beginning of the period (in shares) \| shares	676,293
Granted (in shares) \| shares	130,428
Exercised (in shares) \| shares	0
Forfeited (in shares) \| shares	(10,010)
Expired (in shares) \| shares	(811)
Outstanding at the end of the period (in shares) \| shares	795,900
Options exercisable at the end of the period (in shares) \| shares	485,638
Stock options, Weighted Average Exercise Price
Outstanding at the beginning of the period (in dollars per share) \| $ / shares	$ 169.71
Granted (in dollars per share) \| $ / shares	114.28
Exercised (in dollars per share) \| $ / shares	0
Forfeited (in dollars per share) \| $ / shares	258.09
Expired (in dollars per share) \| $ / shares	278.83
Outstanding at the end of the period (in dollars per share) \| $ / shares	159.41
Options exercisable at the end of the period (in dollars per share) \| $ / shares	$ 126.88
Stock options, Weighted Average Remaining Contractual Term
Outstanding at the end of the period (in years)	5 years 10 months 6 days
Options exercisable at the end of the period (in years)	3 years 9 months 7 days
Stock options, Aggregate Intrinsic Value
Outstanding at the end of the period \| $	$ 25,773,000
Options exercisable at the end of the period \| $	$ 24,985,000
Stock options, Grant Date Fair Value Valuation
Vesting period (in years)	3 years
Expected term (in years)	6 years
Expected dividend rate	0.00%
Expected volatility, minimum	53.00%
Expected volatility, maximum	56.00%
Risk-free interest rate, minimum	1.62%
Risk-free interest rate, maximum	1.79%
Expected dividends \| $	$ 0
Market options
Stock options, Shares
Outstanding at the beginning of the period (in shares) \| shares	700,209
Granted (in shares) \| shares	0
Exercised (in shares) \| shares	0
Forfeited (in shares) \| shares	0
Expired (in shares) \| shares	(13,163)
Outstanding at the end of the period (in shares) \| shares	687,046
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) \| $ / shares	$ 236.01
Granted (in dollars per share) \| $ / shares	0
Exercised (in dollars per share) \| $ / shares	0
Forfeited (in dollars per share) \| $ / shares	0
Expired (in dollars per share) \| $ / shares	378.95
Outstanding at the end of the period (in dollars per share) \| $ / shares	233.27
Options exercisable at the end of the period (in dollars per share) \| $ / shares	$ 0
Stock options, Weighted Average Remaining Contractual Term
Outstanding at the end of the period (in years)	6 years 6 months 3 days
Options exercisable at the end of the period (in years)	0 years
Stock options, Aggregate Intrinsic Value
Outstanding at the end of the period \| $	$ 0
Options exercisable at the end of the period \| $	$ 0
Stock options, Grant Date Fair Value Valuation
Maximum number of shared to be earned \| shares	1,147,367
Percentage of target number of shares	167.00%
Performance awards earned (in shares) \| shares	481,669

STOCK-BASED COMPENSATION - Summary of RSA & RSU (Details)	3 Months Ended
	Mar. 31, 2022 $ / shares shares
Restricted Stock Units (RSUs)
Nonvested RSUs and Restricted Stock Units, Number of Shares
Nonvested at the beginning of the period (in shares)	308,068
Granted (in shares)	321,998
Vested (in shares)	(75,786)
Forfeited (in shares)	(26,687)
Nonvested at the end of the period (in shares)	527,593
Nonvested RSUs and Restricted Stock Units,, Weighted Average Grant Date Fair Value
Nonvested at the beginning of the period (in dollars per share) \| $ / shares	$ 226.55
Granted (in dollars per share) \| $ / shares	113.55
Vested (in dollars per share) \| $ / shares	280.44
Forfeited (in dollars per share) \| $ / shares	215.35
Nonvested at the end of the period (in dollars per share) \| $ / shares	$ 150.41
Restricted Stock Awards with Market Conditions
Nonvested RSUs and Restricted Stock Units, 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 and Restricted Stock Units,, 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
Maximum number of shared to be earned	44,545
Percentage of target number of shares	167.00%
Performance awards earned (in shares)	29,601

STOCK-BASED COMPENSATION - Employee Stock Purchase Plan (Details) - Employee Stock - USD ($)	3 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock reserved for issuance (in shares)	257,188	262,731
Purchase price of common stock, percent	85.00%
Offering period (in months)	6 months
Purchase period (in months)	6 months
Shares issued under ESPP (in shares)	0
Grant date fair value (in dollars per share)	$ 35.43
Expected term (in years)	6 months
Expected dividend rate	0.00%
Expected volatility rate	49.00%
Risk-free interest rate	0.19%
Expected dividends	$ 0

INCOME TAXES - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
INCOME TAXES - Narrative (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Mar. 31, 2021
Income Tax Disclosure [Abstract]
Income tax expense	$ (383)	$ (8,638)
Effective tax rate	(3.70%)	30.90%
Federal statutory income tax rate	21.00%	21.00%
Excess tax expense on stock compensation	$ 2,468	$ (32)

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

INCOME TAXES - Reconciliation of Income Tax (Expense) Benefit (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Income Tax Disclosure [Abstract]
Income tax expense - excluding excess tax benefit on stock compensation	$ 2,085	$ (8,670)
Excess tax (expense) benefit on stock compensation	(2,468)	32
Income tax expense	$ (383)	$ (8,638)

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

DEBT - Convertible Senior Notes Narrative (Details)			3 Months Ended
DEBT - Convertible Senior Notes Narrative (Details)	Jul. 24, 2020 USD ($) day $ / shares Rate shares	May 31, 2017 day Rate shares	Mar. 31, 2022 USD ($) day Rate	Mar. 31, 2021 USD ($)	Sep. 30, 2020 USD ($)	Dec. 31, 2021 USD ($)	May 31, 2017 USD ($)	May 31, 2017 $ / shares	May 31, 2017	May 31, 2017 Rate
Debt Instrument [Line Items]
Amortization of debt issuance costs			$ 2,467,000	$ 1,275,000
Amortization of debt discount			879,000	7,346,000
2025 Convertible Notes
Debt Instrument [Line Items]
Initial conversion rate, shares per $1,000 principal amount of notes \| shares	2.1683
Initial conversion price per share (in dollars per share) \| $ / shares	$ 461.19
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	$ 455,600,000
Equity component of the principal amount	119,400,000
Financing costs	15,100,000
Debt issuance costs	12,000,000		10,019,000			$ 8,855,000
Debt issuance costs, equity component	$ 3,100,000
Interest expense			1,500,000	6,800,000
Interest expense recognized associated with the coupon rate			700,000	700,000
Annual interest rate on convertible senior notes	0.50%
Amortization of debt issuance costs			$ 800,000	600,000
Amortization of debt discount				5,500,000
2025 Convertible Notes \| Conversion option one
Debt Instrument [Line Items]
Threshold trading days \| day	20
Threshold consecutive trading days \| day	30		30
Conversion rate, sales price of common stock as a percentage of the conversion price \| Rate	130.00%		130.00%
2025 Convertible Notes \| Conversion option two
Debt Instrument [Line Items]
Threshold trading days \| day	5
Threshold consecutive trading days \| day	5
Conversion rate \| Rate	98.00%
2025 Convertible Notes \| Convertible Debt
Debt Instrument [Line Items]
Aggregate principal amount	$ 575,000,000
Stated interest rate	0.50%		0.50%
Fair value			$ 471,500,000
2025 Notes Under 13-day Purchase Option \| Convertible Debt
Debt Instrument [Line Items]
Aggregate principal amount	$ 75,000,000
2022 Convertible Notes
Debt Instrument [Line Items]
Aggregate principal amount							$ 300,000,000
Stated interest rate \| Rate										0.625%
Initial conversion rate, shares per $1,000 principal amount of notes \| shares		4.8163
Initial conversion price per share (in dollars per share) \| $ / shares								$ 207.63
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									5.36%
Debt component of the principal amount							238,400,000
Equity component of the principal amount							61,600,000
Financing costs							9,300,000
Debt issuance costs			175,000			$ 391,000	7,400,000
Debt issuance costs, equity component							$ 1,900,000
Interest expense			500,000	2,300,000
Interest expense recognized associated with the coupon rate			300,000	300,000
Annual interest rate on convertible senior notes									0.625%	0.625%
Amortization of debt issuance costs			200,000	200,000
Amortization of debt discount				$ 1,800,000
Fair value			$ 168,400,000
Repayments of convertible debt	234,000,000
Debt repurchase amount	130,300,000
Debt repurchased amount, accrued interest	100,000
Extinguishment of debt	126,000,000
Repurchase of 0.625% Convertible Senior Notes, net	$ 107,900,000
Loss on extinguishment of debt					$ 7,800,000
2022 Convertible Notes \| Conversion option one
Debt Instrument [Line Items]
Threshold trading days \| day		20
Threshold consecutive trading days \| day		30
Conversion rate, sales price of common stock as a percentage of the conversion price \| Rate		130.00%
2022 Convertible Notes \| Conversion option two
Debt Instrument [Line Items]
Threshold trading days \| day		5
Threshold consecutive trading days \| day		5
Conversion rate \| Rate		98.00%
2022 Convertible Notes \| Convertible Debt
Debt Instrument [Line Items]
Stated interest rate			0.625%

DEBT - Components of Notes (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Jan. 01, 2022	Dec. 31, 2021	Jul. 24, 2020	May 31, 2017
Debt Instrument [Line Items]
Net carrying amount	$ 564,981	$ 564,220	$ 478,151
2025 Convertible Notes
Debt Instrument [Line Items]
Gross carrying amount	575,000		575,000
Unamortized debt discount	0		87,994
Debt issuance costs	10,019		8,855	$ 12,000
Net carrying amount	564,981		478,151
2022 Convertible Notes
Debt Instrument [Line Items]
Gross carrying amount	169,659		169,659
Unamortized debt discount	0		3,260
Debt issuance costs	175		391		$ 7,400
Net carrying amount	$ 169,484		$ 166,008

DEBT - Convertible Note Hedge and Warrant Transactions (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions			3 Months Ended
	Jul. 24, 2020	May 31, 2017	Mar. 31, 2022	Jul. 21, 2020	May 24, 2017
Debt Instrument [Line Items]
Share price (in dollars per share)			$ 119.67
Termination of convertible note hedge on the 0.625% Convertible Senior Notes			$ 109.9
Payments for repurchase of warrants			$ 94.3
2020 Hedge and Warrants
Debt Instrument [Line Items]
Net proceeds from debt used to pay for the cost of the hedge	$ 63.0
Payment of convertible note hedge transactions	$ 124.2
Number of shares covered by the hedge transactions	1.2
Initial conversion price per share (in dollars per share)	$ 461.19
Strike price of warrants sold (in dollars per share)	$ 709.52
Premium of warrant strike price over sales price of common stock	100.00%
Share price (in dollars per share)				$ 354.76
Proceeds from the sale of warrants related to the Convertible Senior Notes	$ 61.2
2017 Hedge and Warrants
Debt Instrument [Line Items]
Net proceeds from debt used to pay for the cost of the hedge		$ 18.1
Payment of convertible note hedge transactions		$ 61.5
Number of shares covered by the hedge transactions	0.8	1.4
Initial conversion price per share (in dollars per share)		$ 207.63
Strike price of warrants sold (in dollars per share)		$ 266.39
Premium of warrant strike price over sales price of common stock		70.00%
Share price (in dollars per share)					$ 156.70
Proceeds from the sale of warrants related to the Convertible Senior Notes		$ 43.4
Proceeds from hedge and warrants	$ 15.6

DEBT - Credit Facility (Details)			3 Months Ended		12 Months Ended
DEBT - Credit Facility (Details)	Sep. 15, 2021 USD ($)	Dec. 10, 2019 USD ($)	Mar. 31, 2022 USD ($)	Mar. 31, 2021 USD ($)	Dec. 31, 2021 USD ($)
Line of Credit Facility [Line Items]
Letters of credit outstanding			$ 200,000		$ 200,000
Ratio of debt to EBITDA increase	0.50
Amortization of debt issuance costs			2,467,000	$ 1,275,000
Amortization of debt discount			879,000	7,346,000
Line of Credit
Line of Credit Facility [Line Items]
Unused commitment fees				600,000
Revolving Credit Facility
Line of Credit Facility [Line Items]
Collateral, percent of domestic subsidiaries equity	100.00%
Collateral, percent of voting equity	65.00%
Collateral, percent of non-voting equity	100.00%
Letter of credit fronting fee percentage	0.125%
Letter of Credit
Line of Credit Facility [Line Items]
Maximum borrowing capacity	$ 20,000,000
Fed Funds Effective Rate \| Revolving Credit Facility
Line of Credit Facility [Line Items]
Basis spread on variable rate	0.50%
LIBOR \| Revolving Credit Facility
Line of Credit Facility [Line Items]
Basis spread on variable rate	1.00%
Minimum \| Revolving Credit Facility
Line of Credit Facility [Line Items]
Unused capacity, commitment fee percentage	0.25%
Letter of credit participation fee percentage	2.25%
Maximum
Line of Credit Facility [Line Items]
Ratio of debt to EBITDA	2.50
Maximum \| Revolving Credit Facility
Line of Credit Facility [Line Items]
Unused capacity, commitment fee percentage	0.50%
Letter of credit participation fee percentage	2.75%
Revolving Credit Facility \| Line of Credit
Line of Credit Facility [Line Items]
Interest expense				1,100,000
Amortization of debt issuance costs				$ 500,000
Credit Agreement \| Line of Credit
Line of Credit Facility [Line Items]
Line of credit outstanding			0		0
Potential additional borrowing capacity	$ 116,000,000
Credit agreement, ratio of debt to EBITDA	3.00
Premium percentage	0.010
Premium percentage period (in months)	6 months
Credit Agreement \| Revolving Credit Facility \| Line of Credit
Line of Credit Facility [Line Items]
Maximum borrowing capacity	$ 200,000,000
Capacity available for general corporate purchases	80,000,000
Covenant threshold	20,000,000
Fees and expense paid to lenders at closing	2,800,000
Interest expense			400,000
Unused commitment fees			200,000
Amortization of debt issuance costs			200,000
Credit Agreement \| Delayed Draw Term Loan \| Line of Credit
Line of Credit Facility [Line Items]
Maximum borrowing capacity	250,000,000
Fees and expense paid to lenders at closing	3,500,000
Unamortized debt discount	$ 2,500,000
Interest expense			5,100,000
Unused commitment fees			3,000,000
Amortization of debt issuance costs			1,200,000
Amortization of debt discount			$ 900,000
Credit Agreement \| Minimum \| LIBOR \| Revolving Credit Facility \| Line of Credit
Line of Credit Facility [Line Items]
Basis spread on variable rate	2.25%
Credit Agreement \| Minimum \| LIBOR \| Delayed Draw Term Loan \| Line of Credit
Line of Credit Facility [Line Items]
Basis spread on variable rate	3.75%
Credit Agreement \| Minimum \| Base Rate \| Revolving Credit Facility \| Line of Credit
Line of Credit Facility [Line Items]
Basis spread on variable rate	1.25%
Credit Agreement \| Minimum \| Base Rate \| Delayed Draw Term Loan \| Line of Credit
Line of Credit Facility [Line Items]
Basis spread on variable rate	2.75%
Credit Agreement \| Maximum \| LIBOR \| Revolving Credit Facility \| Line of Credit
Line of Credit Facility [Line Items]
Basis spread on variable rate	2.75%
Credit Agreement \| Maximum \| LIBOR \| Delayed Draw Term Loan \| Line of Credit
Line of Credit Facility [Line Items]
Basis spread on variable rate	4.00%
Credit Agreement \| Maximum \| Base Rate \| Revolving Credit Facility \| Line of Credit
Line of Credit Facility [Line Items]
Basis spread on variable rate	1.75%
Credit Agreement \| Maximum \| Base Rate \| Delayed Draw Term Loan \| Line of Credit
Line of Credit Facility [Line Items]
Basis spread on variable rate	3.00%
Amended Revolving Credit Facility \| Revolving Credit Facility \| Line of Credit
Line of Credit Facility [Line Items]
Maximum borrowing capacity		$ 500,000,000
Debt term (in years)		5 years
Write-off of previously capitalized debt issuance costs					$ 1,100,000

CONTINGENCIES (Details) - USD ($) $ in Millions	Mar. 31, 2022	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Accrued litigation liability	$ 0.1	$ 0.1

FAIR VALUE MEASUREMENTS (Details) - USD ($)	3 Months Ended		12 Months Ended
FAIR VALUE MEASUREMENTS (Details) - USD ($)	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Change in fair value of contingent consideration related to acquisition	$ 0	$ 797,000
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Contingent consideration, beginning of period		8,249,000	$ 8,249,000
Transfers into Level 3		0
Transfers out of Level 3		0
Change in fair value of contingent consideration	$ 0	797,000
Additions		0
Payments		0
Contingent consideration, end of period		9,046,000
QuoteWizard
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Change in fair value of contingent consideration related to acquisition		800,000
Contingent consideration payment			$ 0
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Change in fair value of contingent consideration		$ 800,000

SEGMENT INFORMATION (Details) $ in Thousands	3 Months Ended
SEGMENT INFORMATION (Details) $ in Thousands	Mar. 31, 2022 USD ($) segment	Mar. 31, 2021 USD ($)
Segment Information
Number of operating segments \| segment	3
Number of reportable segments \| segment	3
Revenue	$ 283,178	$ 272,750
Segment marketing expense	183,714	176,403
Segment profit (loss)	99,464	96,347
Cost of revenue	15,561	13,895
Brand and other marketing expense	20,443	21,059
General and administrative expense	35,973	34,989
Product development	14,052	12,468
Depreciation	4,854	3,718
Amortization of intangibles	7,917	11,312
Change in fair value of contingent consideration	0	797
Restructuring and severance	3,625	0
Litigation settlements and contingencies	(27)	16
Operating loss	(2,934)	(1,907)
Interest expense, net	(7,505)	(10,215)
Other income	(1)	40,072
(Loss) income before income taxes	(10,440)	27,950
Home
Segment Information
Revenue	101,944	128,125
Segment marketing expense	66,035	89,135
Segment profit (loss)	35,909	38,990
Consumer
Segment Information
Revenue	101,068	57,907
Segment marketing expense	58,561	33,300
Segment profit (loss)	42,507	24,607
Insurance
Segment Information
Revenue	80,038	86,614
Segment marketing expense	58,935	53,772
Segment profit (loss)	21,103	32,842
Other
Segment Information
Revenue	128	104
Segment marketing expense	183	196
Segment profit (loss)	$ (55)	$ (92)

DISCONTINUED OPERATIONS - Schedule of Discontinued Operations (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Revenue and net income (loss) of discontinued operations
Revenue	$ 0	$ 0
Loss before income taxes	(4)	(353)
Income tax benefit	1	90
Net loss	$ (3)	$ (263)

- Definition

Amount before tax of income (loss) from a discontinued operation. Includes, but is not limited to, the income (loss) from operations during the phase-out period, gain (loss) on disposal, gain (loss) for reversal of write-down (write-down) to fair value, less cost to sell, and adjustments to a prior period gain (loss) on disposal.

+ References + Details

- Definition

Amount of tax expense (benefit) related to a discontinued operation. Includes, but is not limited to, tax expense (benefit) related to income (loss) from operations during the phase-out period, tax expense (benefit) related to gain (loss) on disposal, tax expense (benefit) related to gain (loss) for reversal of write-down (write-down) to fair value, less cost to sell, and tax expense (benefit) related to adjustments of a prior period gain (loss) on disposal.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 45
-Paragraph 3B
-URI http://asc.fasb.org/extlink&oid=109222160&loc=SL51721525-107759

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 20
-Section 45
-Paragraph 2
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123586238&loc=d3e38679-109324

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 45
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=109222160&loc=d3e1012-107759

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=109222650&loc=d3e1361-107760

Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 45
-Paragraph 3A
-URI http://asc.fasb.org/extlink&oid=109222160&loc=SL51721523-107759

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.7)
-URI http://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 5C
-Subparagraph (b)(2)
-URI http://asc.fasb.org/extlink&oid=109222650&loc=SL51721675-107760

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 5B
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=109222650&loc=SL51721673-107760

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32672-109319

+ Details

- Definition

Amount after tax of income (loss) from a discontinued operation attributable to the parent. Includes, but is not limited to, the income (loss) from operations during the phase-out period, gain (loss) on disposal, gain (loss) for reversal of write-down (write-down) to fair value, less cost to sell, and adjustments to a prior period gain (loss) on disposal.

+ References + Details

RESTRUCTURING ACTIVITIES (Details) $ in Thousands	3 Months Ended
RESTRUCTURING ACTIVITIES (Details) $ in Thousands	Mar. 31, 2022 USD ($) employee	Mar. 31, 2021 USD ($)
Restructuring Cost and Reserve [Line Items]
Number of employees eliminated in workforce reduction \| employee	75
Total expense due to restructuring activities	$ 3,625	$ 0
Restructuring and severance	2,500
Non-cash compensation due to accelerated vesting of equity awards	1,083
Restructuring Reserve [Roll Forward]
Accrued Balance at beginning of period	0
Income Statement Impact	3,625	$ 0
Payments	(1,828)
Non-Cash	(1,083)
Accrued Balance at end of period	714
Employee separation payments
Restructuring Cost and Reserve [Line Items]
Total expense due to restructuring activities	2,542
Non-cash compensation due to accelerated vesting of equity awards	0
Restructuring Reserve [Roll Forward]
Accrued Balance at beginning of period	0
Income Statement Impact	2,542
Payments	(1,828)
Non-Cash	0
Accrued Balance at end of period	714
Non-cash compensation
Restructuring Cost and Reserve [Line Items]
Total expense due to restructuring activities	1,083
Non-cash compensation due to accelerated vesting of equity awards	1,083
Restructuring Reserve [Roll Forward]
Accrued Balance at beginning of period	0
Income Statement Impact	1,083
Payments	0
Non-Cash	(1,083)
Accrued Balance at end of period	$ 0