LendingTree, Inc. 10-Q

Item 1. Financial Statements LENDINGTREE, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Unaudited) September 30, 2024 December 31, 2023 (in thousands, except par value and share amounts) ASSETS: Cash and cash equivalents $ 96,788 $ 112,051 Restricted cash and cash equivalents — 5 Accounts receivable (net of allowance of $ 2,375 and $ 2,222 , respectively) 125,257 54,954 Prepaid and other current assets 29,662 29,472 Total current assets 251,707 196,482 Property and equipment (net of accumulated depreciation of $ 37,784 and $ 36,827 , respectively) 44,713 50,481 Operating lease right-of-use assets 53,706 57,222 Goodwill 381,539 381,539 Intangible assets, net 46,198 50,620 Equity investments 1,700 60,076 Other non-current assets 7,601 6,339 Total assets $ 787,164 $ 802,759 LIABILITIES: Current portion of long-term debt $ 126,266 $ 3,125 Accounts payable, trade 48,794 1,960 Accrued expenses and other current liabilities 97,128 70,544 Total current liabilities 272,188 75,629 Long-term debt 346,203 525,617 Operating lease liabilities 70,723 75,023 Deferred income tax liabilities 3,664 2,091 Other non-current liabilities 130 267 Total liabilities 692,908 678,627 Commitments and contingencies (Note 13) SHAREHOLDERS' EQUITY: Preferred stock $ 0.01 par value; 5,000,000 shares authorized; none issued or outstanding — — Common stock $ 0.01 par value; 50,000,000 shares authorized; 16,715,821 and 16,396,911 shares issued, respectively, and 13,360,355 and 13,041,445 shares outstanding, respectively 167 164 Additional paid-in capital 1,247,180 1,227,849 Accumulated deficit ( 886,913 ) ( 837,703 ) Treasury stock; 3,355,466 and 3,355,466 shares, respectively ( 266,178 ) ( 266,178 ) Total shareholders' equity 94,256 124,132 Total liabilities and shareholders' equity $ 787,164 $ 802,759 The accompanying notes to consolidated financial statements are an integral part of these statements. 3 Table of Contents LENDINGTREE, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (Unaudited) Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 (in thousands, except per share amounts) Revenue $ 260,789 $ 155,188 $ 638,697 $ 538,149 Costs and expenses: Cost of revenue (exclusive of depreciation and amortization shown separately below) 9,372 7,570 26,328 30,632 Selling and marketing expense 193,542 97,244 450,105 350,420 General and administrative expense 26,680 26,380 79,594 92,223 Product development 11,190 10,840 33,421 36,096 Depreciation 4,584 4,760 13,852 14,239 Amortization of intangibles 1,466 1,981 4,422 6,012 Goodwill impairment — 38,600 — 38,600 Restructuring and severance 273 1,955 498 9,967 Litigation settlements and contingencies 3,762 ( 150 ) 3,791 350 Total costs and expenses 250,869 189,180 612,011 578,539 Operating income (loss) 9,920 ( 33,992 ) 26,686 ( 40,390 ) Other income (expense), net: Interest (expense) income, net ( 10,060 ) ( 7,097 ) ( 17,899 ) 10,992 Other expense ( 57,391 ) ( 110,910 ) ( 55,305 ) ( 108,637 ) Loss before income taxes ( 57,531 ) ( 151,999 ) ( 46,518 ) ( 138,035 ) Income tax (expense) benefit ( 447 ) 3,534 ( 2,692 ) 2,912 Net loss and comprehensive loss $ ( 57,978 ) $ ( 148,465 ) $ ( 49,210 ) $ ( 135,123 ) Weighted average shares outstanding: Basic 13,349 12,993 13,236 12,919 Diluted 13,349 12,993 13,236 12,919 Net loss per share: Basic $ ( 4.34 ) $ ( 11.43 ) $ ( 3.72 ) $ ( 10.46 ) Diluted $ ( 4.34 ) $ ( 11.43 ) $ ( 3.72 ) $ ( 10.46 ) The accompanying notes to consolidated financial statements are an integral part of these statements. 4 Table of Contents LENDINGTREE, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Unaudited) Common Stock Treasury Stock Total Number of Shares Amount Additional Paid-in Capital Accumulated Deficit Number of Shares Amount (in thousands) Balance as of December 31, 2023 $ 124,132 16,397 $ 164 $ 1,227,849 $ ( 837,703 ) 3,355 $ ( 266,178 ) Net income and comprehensive income 1,016 — — — 1,016 — — Non-cash compensation 7,789 — — 7,789 — — — Issuance of common stock for stock options, restricted stock awards and restricted stock units, net of withholding taxes ( 1,422 ) 180 2 ( 1,424 ) — — — Balance as of March 31, 2024 $ 131,515 16,577 $ 166 $ 1,234,214 $ ( 836,687 ) 3,355 $ ( 266,178 ) Net income and comprehensive income 7,752 — — — 7,752 — — Non-cash compensation 7,437 — — 7,437 — — — Issuance of common stock for stock options, employee stock purchase plan, restricted stock awards and restricted stock units, net of withholding taxes ( 884 ) 118 1 ( 885 ) — — — Balance as of June 30, 2024 $ 145,820 $ 16,695 $ 167 $ 1,240,766 $ ( 828,935 ) 3,355 $ ( 266,178 ) Net loss and comprehensive loss ( 57,978 ) — — — ( 57,978 ) — — Non-cash compensation 6,859 — — 6,859 — — — Issuance of common stock for stock options, restricted stock awards and restricted stock units, net of withholding taxes and cancellations ( 445 ) 21 — ( 445 ) — — — Balance as of September 30, 2024 $ 94,256 16,716 $ 167 $ 1,247,180 $ ( 886,913 ) 3,355 $ ( 266,178 ) Common Stock Treasury Stock Total Number of Shares Amount Additional Paid-in Capital Accumulated Deficit Number of Shares Amount (in thousands) Balance as of December 31, 2022 $ 207,940 16,167 $ 162 $ 1,189,255 $ ( 715,299 ) 3,355 $ ( 266,178 ) Net income and comprehensive income 13,457 — — — 13,457 — — Non-cash compensation 11,274 — — 11,274 — — — Issuance of common stock for stock options, restricted stock awards and restricted stock units, net of withholding taxes ( 1,693 ) 98 1 ( 1,694 ) — — — Other 1 — — 1 — — — Balance as of March 31, 2023 $ 230,979 16,265 $ 163 $ 1,198,836 $ ( 701,842 ) 3,355 $ ( 266,178 ) Net loss and comprehensive loss ( 115 ) — — — ( 115 ) — — Non-cash compensation 10,199 — — 10,199 — — — Issuance of common stock for stock options, restricted stock awards and restricted stock units, net of withholding taxes 652 59 — 652 — — — Balance as of June 30, 2023 $ 241,715 16,324 $ 163 $ 1,209,687 $ ( 701,957 ) 3,355 $ ( 266,178 ) Net loss and comprehensive loss ( 148,465 ) — — — ( 148,465 ) — — Non-cash compensation 9,854 — — 9,854 — — — Issuance of common stock for stock options, restricted stock awards and restricted stock units, net of withholding taxes ( 485 ) 33 1 ( 486 ) — — — Balance as of September 30, 2023 $ 102,619 16,357 $ 164 $ 1,219,055 $ ( 850,422 ) 3,355 $ ( 266,178 ) The accompanying notes to consolidated financial statements are an integral part of these statements. 5 Table of Contents LENDINGTREE, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Nine Months Ended September 30, 2024 2023 (in thousands) Cash flows from operating activities: Net loss and comprehensive loss $ ( 49,210 ) $ ( 135,123 ) Adjustments to reconcile net loss to net cash provided by operating activities: Loss on impairments and disposal of assets 787 5,255 Amortization of intangibles 4,422 6,012 Depreciation 13,852 14,239 Non-cash compensation expense 22,085 31,327 Deferred income taxes 1,573 ( 4,289 ) Bad debt expense 422 1,803 Amortization of debt issuance costs 1,691 3,473 Write-off of previously-capitalized debt issuance costs — 2,373 Amortization of debt discount 224 — Reduction in carrying amount of ROU asset, offset by change in operating lease liabilities ( 2,624 ) ( 3,118 ) Gain on settlement of convertible debt ( 9,035 ) ( 34,308 ) Loss on impairment of equity investments 58,376 114,504 Loss on impairment of goodwill — 38,600 Changes in current assets and liabilities: Accounts receivable ( 70,726 ) 18,276 Prepaid and other current assets 138 ( 525 ) Accounts payable, accrued expenses and other current liabilities 74,445 ( 11,878 ) Income taxes ( 137 ) 1,115 Other, net ( 261 ) ( 1,044 ) Net cash provided by operating activities 46,022 46,692 Cash flows from investing activities: Capital expenditures ( 8,398 ) ( 9,928 ) Other 2 — Net cash used in investing activities ( 8,396 ) ( 9,928 ) Cash flows from financing activities: Repayment of term loan ( 8,750 ) ( 1,250 ) Payments related to net-share settlement of stock-based compensation, net of proceeds from exercise of stock options ( 2,751 ) ( 1,527 ) Repurchase of 0.50 % Convertible Senior Notes ( 158,839 ) ( 156,294 ) Net proceeds from term loan 125,000 — Payment of debt costs ( 4,152 ) ( 1,079 ) Payment of original issue discount ( 3,125 ) — Other financing activities ( 277 ) — Net cash used in financing activities ( 52,894 ) ( 160,150 ) Net decrease in cash, cash equivalents, restricted cash and restricted cash equivalents ( 15,268 ) ( 123,386 ) Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of period 112,056 298,969 Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period $ 96,788 $ 175,583 The accompanying notes to consolidated financial statements are an integral part of these statements. 6 Table of Contents LENDINGTREE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 1— 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, 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. Intercompany transactions and accounts have been eliminated. Basis of Presentation The accompanying unaudited interim consolidated financial statements as of September 30, 2024 and for the three and nine months ended September 30, 2024 and 2023, respectively, have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). In the opinion of management, the unaudited interim consolidated financial statements have been prepared on the same basis as the audited financial statements, and include all adjustments, consisting only of normal recurring adjustments, necessary for the fair statement of the Company's financial position for the periods presented. The results for the three and nine months ended September 30, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024, or any other period. The accompanying consolidated balance sheet as of December 31, 2023 was derived from audited financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 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 2023 Annual Report. NOTE 2— 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 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; litigation accruals; 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 current economic conditions, including interest rates and inflation on the assumptions and estimates used when preparing its consolidated financial statements including, but not limited to, the allowance for doubtful accounts, valuation allowances, contract asset, and the recoverability of long-lived assets, goodwill and intangible assets. These assumptions and estimates may change as new events occur and additional information is obtained. If 7 Table of Contents LENDINGTREE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) economic conditions worsen, 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 fraud. Financial instruments, which potentially subject the Company to concentration of credit risk at September 30, 2024, 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 Issued Accounting Pronouncements In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("ASU") 2023-07 which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. This ASU is effective for annual periods beginning after December 15, 2023, and interim periods in fiscal years beginning after December 15, 2024. Early adoption is permitted, including adoption in interim periods. An entity should adopt the guidance as of the beginning of the earliest period presented. The Company is evaluating the impact this ASU will have on its consolidated financial statements. In December 2023, the FASB issued ASU 2023-09 which expands annual disclosure requirements for income taxes, primarily through disclosure about disaggregated information about an entity's effective tax rate reconciliation and information on income taxes paid. This ASU is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The guidance will be applied on a prospective basis with the option to adopt the guidance retrospectively. The Company is evaluating the impact this ASU will have on its consolidated financial statements and whether to early adopt. 8 Table of Contents LENDINGTREE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) NOTE 3— REVENUE Revenue is as follows (in thousands) : Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Home $ 32,248 $ 33,390 $ 94,857 $ 118,628 Personal loans 27,819 26,524 74,882 78,260 Other Consumer 31,655 40,729 91,944 151,179 Total Consumer 59,474 67,253 166,826 229,439 Insurance 169,065 54,536 377,008 190,016 Other 2 9 6 66 Total revenue $ 260,789 $ 155,188 $ 638,697 $ 538,149 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 were derived from consumers in the Company's credit services product. Upfront fees paid by consumers were recognized as revenue over the estimated time the consumer was expected to remain a customer and receive services. Subscription fees were recognized over the period a consumer was receiving services. As of the second quarter of 2023, the Company discontinued providing its credit services product to consumers and no longer receives upfront or subscription fees. The Company recognizes revenue on closing fees and approval fees at the point when a loan request or a credit card consumer is delivered to the customer. The Company's contractual right to closing fees and approval fees is not contemporaneous with the satisfaction of the performance obligation to deliver a loan request or a credit card consumer to the customer. As such, the Company records a contract asset at each reporting period-end related to the estimated variable consideration on closing fees and approval fees for which the Company has satisfied the related performance obligation but are still pending the loan closing or credit card approval before the Company has a contractual right to payment. This estimate is based on the Company's historical closing rates and historical time between when a consumer request for a loan or credit card is delivered to the lender or card issuer and when the loan is closed by the lender or approved by the card issuer. Revenue from the Company's Insurance products is primarily generated from upfront match fees and upfront fees for website clicks or fees for calls. Match fees and upfront fees for clicks and call transfers are earned through the delivery of consumer requests that originated through the Company's websites or affiliates. The Company recognizes revenue at the time a consumer request is delivered to the customer, provided that no significant obligations remain. The Company's contractual right to the match fee consideration is contemporaneous with the satisfaction of the performance obligation to deliver a consumer request to the customer. The contract asset recorded within prepaid and other current assets on the consolidated balance sheets related to estimated variable consideration was $ 18.6 million and $ 13.7 million at September 30, 2024 and December 31, 2023, respectively. 9 Table of Contents LENDINGTREE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) As the contract liability was in the Ovation business that closed during 2023, there was no contract liability at December 31, 2023. During the first nine months of 2023, the Company recognized revenue of $ 0.9 million, that was included in the contract liability balance at December 31, 2022. 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 recognizes increases or decreases to such revenue from prior periods. There was an increase of $ 0.2 million in the third quarter of 2024, and there was a decrease of $ 0.1 million in the third quarter of 2023. NOTE 4— CASH AND RESTRICTED CASH Total cash, cash equivalents, restricted cash and restricted cash equivalents consist of the following (in thousands) : September 30, 2024 December 31, 2023 Cash and cash equivalents $ 96,788 $ 112,051 Restricted cash and cash equivalents — 5 Total cash, cash equivalents, restricted cash and restricted cash equivalents $ 96,788 $ 112,056 NOTE 5— ALLOWANCE FOR DOUBTFUL ACCOUNTS Accounts receivable are stated at amounts due from customers, net of an allowance for doubtful accounts. The Company determines its allowance for doubtful accounts by considering a number of factors, including the length of time accounts receivable are past due, previous loss history, current and expected economic conditions and the specific customer's current and expected ability to pay its obligation. Accounts receivable are considered past due when they are outstanding longer than the contractual payment terms. Accounts receivable are written off when management deems them uncollectible. A reconciliation of the beginning and ending balances of the allowance for doubtful accounts is as follows (in thousands) : Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Balance, beginning of the period $ 1,930 $ 2,609 $ 2,222 $ 2,317 Charges to earnings 478 ( 91 ) 422 1,803 Write-off of uncollectible accounts receivable ( 33 ) ( 102 ) ( 269 ) ( 2,075 ) Recoveries collected — 33 — 33 Assets held for sale — — — 371 Balance, end of the period $ 2,375 $ 2,449 $ 2,375 $ 2,449 10 Table of Contents LENDINGTREE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) NOTE 6— GOODWILL AND INTANGIBLE ASSETS The balance of goodwill, net and intangible assets, net is as follows (in thousands) : September 30, 2024 December 31, 2023 Goodwill $ 903,227 $ 903,227 Accumulated impairment losses ( 521,688 ) ( 521,688 ) Net goodwill $ 381,539 $ 381,539 Intangible assets with indefinite lives $ 10,142 $ 10,142 Intangible assets with definite lives, net 36,056 40,478 Total intangible assets, net $ 46,198 $ 50,620 Goodwill and Indefinite-Lived Intangible Assets The Company's goodwill at each of September 30, 2024 and December 31, 2023 consisted of $ 59.3 million associated with the Home segment, $ 166.1 million associated with the Consumer segment, and $ 156.1 million associated with the Insurance segment. During the third quarter of 2023, the Company concluded that a triggering event had occurred related to its goodwill and an interim quantitative impairment test was performed as of September 30, 2023. During the third quarter of 2023, the Company’s market capitalization fell below its book value. Additionally, the Home reporting unit continued to struggle due to the effects of the significant increases in mortgage rates, low for-sale home inventories and the rise in home prices. The Insurance reporting unit continued to see pressure due to the consumer price inflation negatively impacting carrier underwriting. Upon completing a quantitative goodwill impairment test, the Company concluded that the carrying value of the Insurance reporting unit exceeded its fair value which resulted in a goodwill impairment charge of $ 38.6 million in the third quarter of 2023. The fair value of the Home and Consumer reporting units exceeded their carrying amounts, indicating no goodwill impairment. The Company will monitor the recovery of the Insurance reporting unit and Home reporting unit. Any changes in the timing of the recovery compared to current expectations could cause an impairment to the Insurance or Home reporting unit. 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 Customer lists 76,100 ( 40,044 ) 36,056 Balance at September 30, 2024 $ 76,100 $ ( 40,044 ) $ 36,056 Cost Accumulated Amortization Net Customer lists $ 76,100 $ ( 35,644 ) $ 40,456 Trademarks and tradenames 1,300 ( 1,278 ) 22 Balance at December 31, 2023 $ 77,400 $ ( 36,922 ) $ 40,478 11 Table of Contents LENDINGTREE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Amortization of intangible assets with definite lives is computed on a straight-line basis and, based on balances as of September 30, 2024, future amortization is estimated to be as follows (in thousands) : Amortization Expense Remainder of current year $ 1,467 Year ending December 31, 2025 5,830 Year ending December 31, 2026 5,504 Year ending December 31, 2027 5,198 Year ending December 31, 2028 4,685 Thereafter 13,372 Total intangible assets with definite lives, net $ 36,056 NOTE 7— EQUITY INVESTMENT The Company's equity investments do not have a readily determinable fair value and, upon acquisition, the Company elected the measurement alternative to value its investments. Accordingly, the equity investments will be carried at cost less impairment, if any, and subsequently measured to fair value upon observable price changes in an orderly transaction for the identical or similar investments. Additionally, if a qualitative assessment identifies impairment indicators, then the equity investments must be evaluated for impairment and written down to its fair value, if it is determined that the fair value is less than the carrying value. Any gains or losses are included within other income (expense) in the consolidated statements of operations and comprehensive income. In the third quarter of 2024, the Company was informed that Stash executed a term sheet for additional funding. As a result, the Company determined there was an impairment indicator related to its Stash investment. The Company determined the fair value by predominately modeling its value of the investment based on the new funding terms. Based on the valuation of the Stash investment, the Company determined the estimated fair value was below the carrying value of the investment and recorded an impairment charge of $ 43.4 million. In the third quarter of 2024, the Company determined there was an impairment indicator related to its EarnUp investment and recorded an impairment charge of $ 15.0 million. In the third quarter of 2023, the Company determined there was an impairment indicator related to its Stash investment and performed a valuation of the investment. Based on the valuation, the Company determined the estimated fair value was below the carrying value of the investment and recorded an impairment charge of $ 113.1 million. In the second quarter of 2023, the Company recorded an impairment charge of $ 1.4 million on one of its investments in equity securities. NOTE 8— ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities consist of the following (in thousands) : September 30, 2024 December 31, 2023 Accrued advertising expense $ 57,659 $ 27,859 Accrued compensation and benefits 13,791 15,091 Accrued professional fees 1,638 1,101 Customer deposits and escrows 7,100 7,732 Current lease liabilities 5,678 7,387 Other 11,262 11,374 Total accrued expenses and other current liabilities $ 97,128 $ 70,544 12 Table of Contents LENDINGTREE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) NOTE 9— SHAREHOLDERS' EQUITY Basic and diluted income per share was determined based on the following share data (in thousands) : Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Weighted average basic common shares 13,349 12,993 13,236 12,919 Effect of stock options — — — — Effect of dilutive share awards — — — — Weighted average diluted common shares 13,349 12,993 13,236 12,919 For the third quarter and first nine months of 2024, the Company was in a net loss position 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 0.2 million shares related to potentially dilutive securities were excluded from the calculation of diluted loss per share for the third quarter and first nine months of 2024, because their inclusion would have been anti-dilutive. For the third quarter of 2024, 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 0.1 million restricted stock units. For the first nine months of 2024, 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 0.1 million restricted stock units. For the third quarter and first nine months of 2023, the Company was in a net loss position 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. An immaterial amount of shares related to potentially dilutive securities were excluded from the calculation of diluted loss per share for the third quarter and first nine months of 2023 because their inclusion would have been anti-dilutive. For the third quarter of 2023, the weighted average shares that were anti-dilutive, and therefore excluded from the calculation of diluted income per share, included options to purchase 1.2 million shares of common stock and 0.5 million restricted stock units. For the first nine months of 2023, the weighted average shares that were anti-dilutive, and therefore excluded from the calculation of diluted income per share, included options to purchase 1.2 million shares of common stock and 0.5 million restricted stock units. 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. Approximately 0.3 million and 0.6 million shares in the third quarter and first nine months of 2024, and approximately 0.8 million and 1.2 million shares in the third quarter and first nine months of 2023, respectively, associated with the 0.50 % Convertible Senior Notes due July 15, 2025 were excluded from the calculation of diluted income (loss) per share because their inclusion would have been anti-dilutive. Shares of the Company's common stock associated with the warrants issued by the Company in 2020 were excluded from the calculation of diluted income (loss) per share for the third quarter and first nine months of 2024 and the third quarter and first nine months of 2023 as they were anti-dilutive since the strike price of the warrants was greater than the average market price of the Company's common stock during the relevant periods. Equity Distribution Agreement In July 2024, the Company entered into an Equity Distribution Agreement in connection with the establishment of an ATM Equity Program (as defined in the 2024 Term Loan (as defined herein) agreement) under which the Company may sell up to an aggregate of $ 50.0 million of shares of the Company's common stock. No sales were made under the Equity Distribution Agreement during the three months ended September 30, 2024. Common Stock Repurchases The Company has a plan authorized for the repurchase of LendingTree's common stock. During the first nine months of 2024 and 2023, the Company did no t repurchase shares of its common stock. At September 30, 2024, approximately $ 96.7 million of the previous authorizations to repurchase common stock remain available. 13 Table of Contents LENDINGTREE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) NOTE 10— STOCK-BASED COMPENSATION Non-cash compensation related to equity awards is included in the following line items in the accompanying consolidated statements of operations and comprehensive income (in thousands) : Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Cost of revenue $ 62 $ 66 $ 231 $ 311 Selling and marketing expense 713 1,127 2,566 4,207 General and administrative expense 5,029 5,828 15,802 19,721 Product development 1,055 1,571 3,486 4,760 Restructuring and severance — 1,262 — 2,328 Total non-cash compensation $ 6,859 $ 9,854 $ 22,085 $ 31,327 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, 2024 734,775 $ 150.74 Granted — — Exercised ( 257,155 ) 26.00 Forfeited ( 2,798 ) 113.27 Expired ( 98,876 ) 193.70 Options outstanding at September 30, 2024 375,946 225.04 5.79 $ 151 Options exercisable at September 30, 2024 289,625 $ 217.78 5.58 $ 151 (a) The aggregate intrinsic value represents the total pre-tax intrinsic value (the difference between the Company's closing stock price of $ 58.03 on the last trading day of the quarter ended September 30, 2024 and the exercise price, multiplied by the number of shares covered by in-the-money options) that would have been received by the option holder had the option holder exercised these options on September 30, 2024. The intrinsic value changes based on the market value of the Company's common stock. 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, 2024 718,438 $ 229.02 Granted — — Exercised — — Forfeited — — Expired ( 19,126 ) 275.82 Options outstanding at September 30, 2024 699,312 227.74 3.89 $ — Options exercisable at September 30, 2024 481,669 $ 195.10 2.85 $ — 14 Table of Contents LENDINGTREE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (a) The aggregate intrinsic value represents the total pre-tax intrinsic value (the difference between the Company's closing stock price of $ 58.03 on the last trading day of the quarter ended September 30, 2024 and the exercise price, multiplied by the number of shares covered by in-the-money options) that would have been received by the option holder had the option holder exercised these options on September 30, 2024. The intrinsic value changes based on the market value of the Company's common stock. As of September 30, 2024, a maximum of 363,464 shares may be earned for achieving superior performance up to 167 % of the remaining unvested target number of shares. As of September 30, 2024, no additional performance-based nonqualified stock options with a market condition had been earned. 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, 2024 471,593 $ 66.42 Granted 434,665 40.71 Vested ( 249,581 ) 73.88 Forfeited ( 80,258 ) 45.20 Nonvested at September 30, 2024 576,419 $ 46.76 Restricted Stock Units with Market Conditions A summary of changes in outstanding nonvested RSUs with performance conditions is as follows: RSUs with Market Conditions (a) Number of Units Weighted Average Grant Date Fair Value (per unit) Nonvested at January 1, 2024 — $ — Granted 69,000 35.83 Vested ( 23,000 ) 37.02 Forfeited — — Nonvested at September 30, 2024 46,000 $ 35.24 (a) During the nine months ended September 30, 2024, the Company granted RSUs with market conditions that will vest if the Company's 45 trading day average closing stock prices equals or exceeds certain price hurdles ($ 41.17 , $ 52.94 and $ 64.70 ) during the performance period of March 1, 2024 to March 1, 2028. Upon achievement of each price hurdle, one-half of the awards will vest immediately, and the other half of the awards will vest on the first anniversary of the achievement date. For purposes of determining stock-based compensation expense, the weighted average grant date fair value per share of the RSUs with market conditions was estimated using the Monte Carlo simulation model, which requires the use of various key assumptions. Expected term (1) 5.00 years Expected volatility (2) 68.06 % Risk-free interest rate (3) 4.13 % Expected dividend (4) — 15 Table of Contents LENDINGTREE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (1) The expected term of RSUs with market conditions granted was calculated using a four-year performance period plus one year to account for the time-based vesting requirement. (2) The expected volatility rate is based on the historical volatility of the Company's common stock. (3) 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. (4) For all RSUs with market conditions granted, no dividends are expected to be paid over the contractual term of the stock options, resulting in a zero expected dividend rate. 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 September 30, 2024, 134,412 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. During the nine months ended September 30, 2024, 27,852 shares were issued under the ESPP. During the nine months ended September 30, 2024 and 2023, the Company granted employee stock purchase rights to certain employees with a grant date fair value per share of $ 12.68 and $ 8.53 , respectively, 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: Nine Months Ended September 30, 2024 2023 Expected term (1) 0.50 years 0.50 years Expected dividend (2) — — Expected volatility (3) 78 - 82 % 82 % Risk-free interest rate (4) 5.28 - 5.33 % 4.76 - 5.50 % (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. NOTE 11— INCOME TAXES Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 (in thousands, except percentages) Income tax (expense) benefit $ ( 447 ) $ 3,534 $ ( 2,692 ) $ 2,912 Effective tax rate ( 0.8 ) % 2.3 % ( 5.8 ) % 2.1 % For the third quarter and first nine months of 2024, and the third quarter and first nine months of 2023 the effective tax rate varied from the federal statutory rate of 21 % primarily due to the change in the valuation allowance, net of the current period change in tax effected net indefinite-lived intangibles. 16 Table of Contents LENDINGTREE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) NOTE 12— 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 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). In the second quarter of 2024, the Company repurchased approximately $ 161.3 million in principal amount of the 2025 Notes for $ 151.7 million plus accrued and unpaid interest of approximately $ 0.3 million. As a result of the repurchase, the Company recognized a gain on the extinguishment of $ 9.6 million and a loss on the write-off of unamortized debt issuance costs of $ 1.0 million, both of which are included in interest (expense) income, net in the consolidated statements of operations and comprehensive income. In the third quarter of 2024, the Company repurchased approximately $ 7.6 million in principal amount of the 2025 Notes for $ 7.2 million. As a result of the repurchase, the Company recognized a gain on the extinguishment of $ 0.5 million and an immaterial loss on the write-off of unamortized debt issuance costs, both of which are included in interest income/expense, net in the consolidated statements of operations and comprehensive income. In the first quarter of 2023, the Company repurchased approximately $ 190.6 million in principal amount of its 2025 Notes, through individual privately-negotiated transactions with certain holders of the 2025 Notes, for $ 156.3 million in cash plus accrued and unpaid interest of approximately $ 0.1 million. In the fourth quarter of 2023, the Company repurchased approximately $ 100.2 million in principal amount of its 2025 Notes, through privately-negotiated transactions with certain holders of the 2025 Notes, for $ 81.2 million in cash plus accrued and unpaid interest of approximately $ 0.2 million. During the year ended December 31, 2023, the Company recognized a gain on the extinguishment of debt of $ 53.3 million, a loss on the write-off of unamortized debt issuance costs of $ 3.2 million and incurred debt repayment costs of $ 1.6 million, all of which are included in interest (expense) income, net in the consolidated statements of operations and comprehensive income. Holders of the 2025 Notes were not entitled to convert the 2025 Notes during the calendar quarter ended September 30, 2024 as the last reported sale price of the Company's common stock, for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on June 30, 2024, was not greater than or equal to 130 % of the conversion price of the 2025 Notes on each applicable trading day. In the first nine months of 2024, the Company recorded interest expense on the 2025 Notes of $ 1.6 million which consisted of $ 0.8 million associated with the 0.50 % coupon rate and $ 0.8 million associated with the amortization of the debt issuance costs. In the first nine months of 2023, the Company recorded interest expense on the 2025 Notes of $ 3.3 million which consisted of $ 1.6 million associated with the 0.50 % coupon rate and $ 1.7 million associated with the amortization of the debt issuance costs. As of September 30, 2024, the fair value of the 2025 Notes was estimated to be approximately $ 109.0 million using the Level 1 observable input of the last quoted market price on September 30, 2024. A summary of the gross carrying amount, debt issuance costs, and net carrying value of the 2025 Notes, all of which was recorded as a current liability in the September 30, 2024 consolidated balance sheet, are as follows (in thousands) : September 30, 2024 December 31, 2023 Gross carrying amount $ 115,307 $ 284,188 Debt issuance costs 484 2,321 Net carrying amount $ 114,823 $ 281,867 17 Table of Contents LENDINGTREE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 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 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 2025 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. 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. In connection with the repurchases of the 2025 Notes noted above, the Company entered into agreements with the counterparties for the 2020 Hedge and 2020 Warrants transactions to terminate the respective portions of these call spread transactions effective as of each settlement date in notional amounts corresponding to the principal amount of the 2025 Notes repurchased. Subsequent to such termination, the outstanding portion of the 2020 Hedge covers 0.3 million shares of the Company's common stock and 2020 Warrants to acquire 0.3 million shares of the Company's common stock remain outstanding. 2021 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 “2021 Term Loan” and together with the Revolving Facility, the “Credit Facility”), which matures on September 15, 2028. As of September 30, 2024, the Company had $ 244.4 million of borrowings outstanding under the 2021 Term Loan bearing interest at the SOFR option rate of 9.0 % and had no borrowings under the Revolving Facility. As of December 31, 2023, the Company had $ 246.9 million of borrowings outstanding under the 2021 Term Loan and no borrowings under the Revolving Facility. As of September 30, 2024, borrowings of $ 2.5 million under the 2021 Term Loan are recorded as current portion of long-term debt on the consolidated balance sheet. At December 31, 2023, the Company had outstanding one letter of credit issued in the amount of $ 0.2 million. The Company was in compliance with all covenants at September 30, 2024. In the first nine months of 2024, the Company recorded interest expense related to its Revolving Facility of $ 1.3 million which consisted of $ 0.6 million in unused commitment fees and $ 0.7 million associated with the amortization of the debt issuance costs. In the first nine months of 2024, the Company recorded interest expense related to the 2021 Term Loan of $ 17.3 million associated with borrowings bearing interest at the SOFR rate. In the first nine months of 2023, the Company recorded interest expense related to its Revolving Facility of $ 1.1 million which consisted of $ 0.4 million in unused commitment fees and $ 0.7 million associated with the amortization of the debt issuance costs. In the first nine months of 2023, the Company recorded interest expense related to the 2021 Term Loan of $ 16.4 million associated with borrowings bearing interest at the LIBO rate during the first six months of 2023 and the SOFR option rate in the third quarter of 2023. 18 Table of Contents LENDINGTREE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 2024 Term Loan On March 27, 2024, the Company entered into a $ 175.0 million first lien term loan facility (the “2024 Term Loan”), which matures on March 27, 2031. The Company drew $ 125.0 million of the 2024 Term Loan upon closing while the remaining $ 50.0 million will be available as a delayed draw term loan until March 27, 2025. The proceeds of the 2024 Term Loan made on March 27, 2024 were used to pay fees and expenses incurred in connection with the closing of the 2024 Term Loan and delayed draw term loan, and will be used for working capital and general corporate purposes, which may include repayment of the 2025 Notes. As of September 30, 2024, the Company had $ 118.8 million borrowings outstanding under the 2024 Term Loan bearing interest at the SOFR rate of 10.6 %. As of September 30, 2024, borrowings of $ 9.4 million under the 2024 Term Loan are recorded as current portion of long-term debt on the consolidated balance sheet. The 2024 Term Loan is pre-payable at par, after 12 months of call protection (during which time prepayment would be at 101 % of par), or with respect to prepayments made with respect to a change of control, at 101 % of par, and carries a seven-year term. The Company's borrowings under the 2024 Term Loan bear interest at annual rates at (i) a SOFR rate on a daily basis applicable for an interest period of one month and (ii) 5.75 %, with the opportunity for a one-time 25 basis point step-down at a gross first lien leverage ratio less than or equal to 3.75 x after six fiscal quarters from the date of closing. The 2024 Term Loan has certain financial covenants which are tested on a quarterly basis. The covenants include a requirement for the Company to maintain a minimum cash balance of $ 40.0 million as of the last day of any fiscal quarter (or subject to certain conditions an average cash balance of $ 40.0 million based on the average cash balance as of the last day of each week during a fiscal quarter) and a minimum Consolidated EBITDA (as such term is defined in the 2024 Term Loan agreement dated as of March 27, 2024) based on the applicable quarter. The Company was in compliance with all covenants at September 30, 2024. In addition, the 2024 Term Loan 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 agreements of this type, all subject to certain exceptions. In addition, the Company filed an ATM Shelf Registration (as defined in the 2024 Term Loan agreement) with the SEC in the third quarter of 2024. In the event of a default in the minimum Consolidated EBITDA (as defined in the 2024 Term Loan agreement) covenant, the Company is required to utilize the ATM Equity Program (as defined in the 2024 Term Loan agreement) to sell common stock and use the proceeds to cure the event of default in the minimum Consolidated EBITDA covenant. Additionally, the Company may use the ATM Equity Program to maintain the $ 40.0 million minimum cash balance requirement in the 2024 Term Loan. The Company is required to make mandatory prepayments of the outstanding principal amount of loans under the 2024 Term Loan 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 2024 Term Loan includes customary events of default, that include among other things, non-payment of principal, interest or fees, inaccuracy of representations and warranties, violation of certain covenants, cross default to certain other indebtedness, bankruptcy and insolvency events, material judgments, change of control, and certain material ERISA events. The occurrence of a default could result in the acceleration of the obligations under the facility. As security for its obligations under the facility, the Company granted a security interest to substantially all of the Company’s assets and the assets of its material subsidiaries, subject to certain exceptions. With respect to the 2024 Term Loan, the Company incurred financing costs of $ 7.4 million upon closing consisting of $ 2.8 million of debt issuance costs and $ 3.1 million of original issue discount associated with the initial $ 125.0 million borrowing which are being amortized to interest expense over the life of the 2024 Term Loan and $ 1.5 million of debt issuance costs associated with the $ 50.0 million delayed draw term loan which are being deferred until the funds are drawn. Additionally, the Company is required to pay an unused commitment fee quarterly in arrears in an amount equal to 1.50 % per annum on the amount of the undrawn portion of the delayed draw term loan commitments under the 2024 Term Loan. In the first nine months of 2024, the Company recorded interest expense related to the 2024 Term Loan of $ 8.0 million which consisted of $ 7.2 million associated with borrowings bearing interest at the SOFR rate, $ 0.4 million associated with 19 Table of Contents LENDINGTREE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) unused commitment fees, $ 0.2 million associated with the amortization of debt issuance costs, and $ 0.2 million associated with the accretion of the original issue discount. A summary of the gross carrying amount, debt issuance costs, original issue discount, and net carrying value of the 2024 Term Loan in the September 30, 2024 consolidated balance sheet, are as follows (in thousands): September 30, 2024 Current Portion Gross carrying amount $ 9,375 Debt issuance costs 204 Unamortized original issue discount 229 Net carrying amount $ 8,942 Long-term Portion Gross carrying amount $ 109,375 Debt issuance costs 2,375 Unamortized original issue discount 2,672 Net carrying amount $ 104,328 NOTE 13— 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 September 30, 2024 and December 31, 2023, the Company had litigation settlement accruals of $ 4.3 million and $ 0.6 million, respectively. The litigation settlement accruals relate to litigation matters that were either settled, a firm offer for settlement was extended or an estimated settlement range has been determined, thereby establishing an accrual amount that is both probable and reasonably estimable. NOTE 14— 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 September 30, 2024. See Note 12—Debt for additional information on the convertible notes and warrants. NOTE 15— 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, and home equity loans and lines of credit. 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 credit repair business was closed at the end of the second quarter of 2023. The Insurance segment consists of insurance quote products and sales of insurance policies in the agency businesses. 20 Table of Contents LENDINGTREE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The following tables are a reconciliation of segment profit, which is the Company's primary segment profitability measure, to income before income taxes. 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 September 30, 2024 Home Consumer Insurance Other Total (in thousands) Revenue $ 32,248 $ 59,474 $ 169,065 $ 2 $ 260,789 Segment marketing expense 22,993 31,491 127,622 45 182,151 Segment profit (loss) 9,255 27,983 41,443 ( 43 ) 78,638 Cost of revenue 9,372 Brand and other marketing expense 11,391 General and administrative expense 26,680 Product development 11,190 Depreciation 4,584 Amortization of intangibles 1,466 Restructuring and severance 273 Litigation settlements and contingencies 3,762 Operating income 9,920 Interest expense, net ( 10,060 ) Other expense ( 57,391 ) Loss before income taxes $ ( 57,531 ) Three Months Ended September 30, 2023 Home Consumer Insurance Other Total (in thousands) Revenue $ 33,390 $ 67,253 $ 54,536 $ 9 $ 155,188 Segment marketing expense 22,095 32,826 31,177 21 86,119 Segment profit (loss) 11,295 34,427 23,359 ( 12 ) 69,069 Cost of revenue 7,570 Brand and other marketing expense 11,125 General and administrative expense 26,380 Product development 10,840 Depreciation 4,760 Amortization of intangibles 1,981 Goodwill impairment 38,600 Restructuring and severance 1,955 Litigation settlements and contingencies ( 150 ) Operating loss ( 33,992 ) Interest expense, net ( 7,097 ) Other expense ( 110,910 ) Loss before income taxes $ ( 151,999 ) 21 Table of Contents LENDINGTREE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Nine Months Ended September 30, 2024 Home Consumer Insurance Other Total (in thousands) Revenue $ 94,857 $ 166,826 $ 377,008 $ 6 $ 638,697 Segment marketing expense 66,703 84,491 265,751 104 417,049 Segment profit (loss) 28,154 82,335 111,257 ( 98 ) 221,648 Cost of revenue 26,328 Brand and other marketing expense 33,056 General and administrative expense 79,594 Product development 33,421 Depreciation 13,852 Amortization of intangibles 4,422 Restructuring and severance 498 Litigation settlements and contingencies 3,791 Operating income 26,686 Interest expense, net ( 17,899 ) Other expense ( 55,305 ) Loss before income taxes $ ( 46,518 ) Nine Months Ended September 30, 2023 Home Consumer Insurance Other Total (in thousands) Revenue $ 118,628 $ 229,439 $ 190,016 $ 66 $ 538,149 Segment marketing expense 78,878 119,466 111,754 516 310,614 Segment profit (loss) 39,750 109,973 78,262 ( 450 ) 227,535 Cost of revenue 30,632 Brand and other marketing expense 39,806 General and administrative expense 92,223 Product development 36,096 Depreciation 14,239 Amortization of intangibles 6,012 Goodwill impairment 38,600 Restructuring and severance 9,967 Litigation settlements and contingencies 350 Operating loss ( 40,390 ) Interest income, net 10,992 Other expense ( 108,637 ) Loss before income taxes $ ( 138,035 ) 22 Table of Contents LENDINGTREE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) NOTE 16— RESTRUCTURING ACTIVITIES During September 2023, the Company completed workforce reductions of 14 employees. The Company incurred approximately $ 0.9 million in severance charges in connection with the workforce reductions, consisting of cash expenditures for employee separation costs of approximately $ 0.7 million in the third quarter of 2023 and non-cash charges due to the accelerated vesting of certain equity awards of approximately $ 0.2 million through the fourth quarter of 2023. The cash payments were completed by the third quarter of 2024. On April 6, 2023, the Company made the decision to close the Ovation credit services business ( the "Ovation Closure".) The Ovation Closure included the elimination of approximately 197 employees, or 18 % of the Company's workforce. As a result of the Ovation Closure, the Company incurred $ 2.1 million in restructuring expense in connection with cash expenditures for employee separation costs. In connection with the Ovation Closure, in the first quarter of 2023, the Company recorded asset impairment charges of $ 4.2 million, of which $ 2.1 million related to intangible assets, $ 1.7 million related to property and equipment, and $ 0.4 million related to an operating lease right-of-use asset. The cash payments for the Ovation Closure were completed in the first quarter of 2024. On March 24, 2023, the Company committed to a workforce reduction plan (the “Reduction Plan”), to reduce operating costs. The Reduction Plan included the elimination of approximately 162 employees, or 13 % of the Company’s workforce. As a result of the Reduction Plan, the Company incurred approximately $ 5.3 million in severance charges in connection with the workforce reduction, consisting of cash expenditures for employee separation costs of approximately $ 4.3 million and non-cash charges for the accelerated vesting of certain equity awards of approximately $ 1.0 million. The Company incurred restructuring expense of $ 4.3 million in the first quarter of 2023 and an additional $ 1.0 million of restructuring expense in the second quarter of 2023 related to the Reduction Plan. The Reduction Plan, including cash payments, was completed by the end of the third quarter of 2024. Accrued Balance at December 31, 2023 Income Statement Impact Payments Accrued Balance at September 30, 2024 Q3 2023 action Employee separation payments $ 254 $ ( 7 ) $ ( 247 ) $ — Q2 2023 action Employee separation payments 34 4 ( 38 ) — Q1 2023 action Employee separation payments 421 15 ( 436 ) — $ 709 $ 12 $ ( 721 ) $ — 23 Table of Contents