Cautionary Statement Regarding Forward-Looking Information
This report contains "forward-looking statements" within the meaning of the
Securities Act of 1933 and the Securities Exchange Act of 1934, as amended by
the Private Securities Litigation Reform Act of 1995. These forward-looking
statements include statements related to our anticipated financial performance,
business prospects and strategy; anticipated trends and prospects in the various
industries in which our businesses operate; new products, services and related
strategies; and other similar matters. These forward-looking statements are
based on management's current expectations and assumptions about future events,
which are inherently subject to uncertainties, risks and changes in
circumstances that are difficult to predict. The use of words such as
"anticipates," "estimates," "expects," "projects," "intends," "plans" and
"believes," among others, generally identifies forward-looking statements.
Actual results could differ materially from those contained in the
forward-looking statements. Factors currently known to management that could
cause actual results to differ materially from those in forward-looking
statements include those matters discussed or referenced in Part II, Item 1A.
Risk Factors included elsewhere in this quarterly report and Part I, Item 1A.
Risk Factors of the 2019 Annual Report.
Other unknown or unpredictable factors that could also adversely affect our
business, financial condition and results of operations may arise from time to
time. In light of these risks and uncertainties, the forward-looking statements
discussed in this report may not prove to be accurate. Accordingly, you should
not place undue reliance on these forward-looking statements, which only reflect
the views of LendingTree, Inc.'s management as of the date of this report. We
undertake no obligation to update or revise forward-looking statements to
reflect changed assumptions, the occurrence of unanticipated events or changes
to future operating results or expectations, except as required by law.
Company Overview
LendingTree, Inc. is the parent of LendingTree, LLC and several companies owned
by LendingTree, LLC.
We operate what we believe to be the leading online consumer platform that
connects consumers with the choices they need to be confident in their financial
decisions. Our online consumer platform provides consumers with access to
product offerings from our Network Partners, including mortgage loans, home
equity loans and lines of credit, reverse mortgage loans, auto loans, credit
cards, deposit accounts, personal loans, student loans, small business loans,
insurance quotes and other related offerings. In addition, we offer tools and
resources, including free credit scores, that facilitate comparison shopping for
loans, deposit products, insurance and other offerings. We seek to match
consumers with multiple providers, who can offer them competing quotes for the
product, or products, they are seeking. We also serve 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 we generate with these Network Partners.
Our My LendingTree platform offers a personalized comparison-shopping experience
by providing free credit scores and credit score analysis. This platform enables
us to observe consumers' credit profiles and then identify and alert them to
loans and other offerings on our marketplace that may be more favorable than the
terms they may have at a given point in time. This is designed to provide
consumers with measurable savings opportunities over their lifetimes.
                                                      Three Months Ended June 30,
My LendingTree                                           2020             2019           % Change
Cumulative Sign-ups as of quarter-end (in millions)         15.2              12.1           26  %

Revenue Contribution (in thousands)                 $      9,139    $       20,246          (55 )%
% of total revenue                                           4.9 %             7.3 %


We are focused on developing new product offerings and enhancements to improve
the experiences that consumers and Network Partners have as they interact with
us. By expanding our portfolio of financial services offerings, we are growing
and diversifying our business and sources of revenue. We intend to capitalize on
our expertise in performance marketing, product development and technology, and
to leverage the widespread recognition of the LendingTree brand to effect this
strategy.

                                       31

--------------------------------------------------------------------------------

Table of Contents



We believe the consumer and small business financial services industry is still
in the early stages of a fundamental shift to online product offerings, similar
to the shift that started in retail and travel many years ago and is now well
established. We believe that like retail and travel, as consumers continue to
move towards online shopping and transactions for financial services, suppliers
will increasingly shift their product offerings and advertising budgets toward
the online channel. We believe the strength of our brands and of our partner
network place us in a strong position to continue to benefit from this market
shift.
The LendingTree Loans business is presented as discontinued operations in the
accompanying consolidated balance sheets, consolidated statements of operations
and comprehensive income and consolidated cash flows for all periods presented.
Except for the discussion under the heading "Discontinued Operations," the
analysis within Management's Discussion and Analysis of Financial Condition and
Results of Operations reflects our continuing operations.
Economic Conditions
During March 2020, a global pandemic was declared by the World Health
Organization related to the rapidly growing outbreak of a novel strain of
coronavirus ("COVID-19"). The pandemic has significantly impacted the economic
conditions in the U.S., as federal, state and local governments react to the
public health crisis, creating significant uncertainties in the U.S. economy.
The downstream impact of social distancing and related economic pullback are
affecting our business and marketplace participants to varying degrees. We are
continuously monitoring the impacts of the current economic conditions related
to the COVID-19 pandemic and the effect on our business, financial condition and
results of operations. Of our three reportable segments, the Consumer segment
has been and is expected to be most impacted as unsecured credit and the flow of
capital in certain areas of the market have contracted. Within our Consumer
segment we have seen reductions of over 70% in near-term lender demand for our
services reflecting those lenders' uncertainty over the length and depth of the
economic recession. The impact to our Home and Insurance segments has been and
is anticipated to be much less substantial. Most of our selling and marketing
expenses are variable costs that we adjust dynamically in relation to revenue
opportunities to profitably meet demand. Thus, as our revenue is negatively
impacted during the recession, we anticipate our marketing expenses will
continue to generally decrease in line with revenue.
Segment Reporting
We have three reportable segments: Home, Consumer and Insurance. We changed our
reportable segments in the fourth quarter of 2019, and prior period results have
been reclassified to conform with this change in reportable segments.
Recent Business Acquisitions
On January 10, 2019, we acquired Value Holding Inc., the parent company of
ValuePenguin Inc. ("ValuePenguin"), a personal finance website that offers
consumers objective analysis on a variety of financial topics from insurance to
credit cards for $106.2 million. Combining ValuePenguin's high-quality content
and search engine optimization capability with proprietary technology and
insurance carrier network from QuoteWizard enables us to provide immense value
to carriers and agents. This strategic acquisition positions us to achieve
further scale in the insurance space as well as the broader financial services
industry.
On February 28, 2020, we acquired an equity interest in Stash Financial, Inc.
("Stash") for $80.0 million. Stash is a consumer investing and banking
platform. Stash brings together banking, investing, and education into one
seamless experience offering a full-suite of personal investment accounts,
Traditional and Roth IRAs, custodial investment accounts, and banking services,
including checking accounts and debit cards with a Stock-Back® rewards program.
North Carolina Office Properties
In December 2016, we completed the acquisition of two office buildings in
Charlotte, North Carolina, for $23.5 million in cash. The buildings were
acquired with the intent to use such buildings as our corporate headquarters and
rent any unused space. In November 2018, the office buildings were classified as
held for sale. In May 2019, we sold these buildings to an unrelated third party
for a sale price of $24.4 million.
With our expansion in North Carolina, in December 2016, we received a grant from
the state that provides up to $4.9 million in reimbursements over 12 years
beginning in 2017 for investing in real estate and infrastructure in addition to
increasing jobs in North Carolina at specific targeted levels through 2020, and
maintaining the jobs thereafter. Additionally, the city of Charlotte and the
county of Mecklenburg provided a grant that will be paid over five years and is
based on a percentage of new property tax we pay on the development of a
corporate headquarters. In December 2018, we received an additional grant from
the state that provides up to $8.4 million in reimbursements over 12 years
beginning in 2020 for increasing jobs in North Carolina at specific targeted
levels through 2023, and maintaining the jobs thereafter.

                                       32

--------------------------------------------------------------------------------

Table of Contents



Recent Mortgage Interest Rate Trends
Interest rate and market risks can be substantial in the mortgage lead
generation business. Short-term fluctuations in mortgage interest rates
primarily affect consumer demand for mortgage refinancings, while long-term
fluctuations in mortgage interest rates, coupled with the U.S. real estate
market, affect consumer demand for new mortgages. Consumer demand, in turn,
affects lender demand for mortgage leads from third-party sources, as well as
our own ability to attract online consumers to our website.
Typically, when interest rates decline, we see increased consumer demand for
mortgage refinancing, which in turn leads to increased traffic to our website
and decreased selling and marketing efforts associated with that traffic. At the
same time, lender demand for leads from third-party sources typically decreases,
as there are more consumers in the marketplace seeking refinancings and,
accordingly, lenders receive more organic mortgage lead volume. Due to lower
lender demand, our revenue earned per consumer typically decreases, but with
correspondingly lower selling and marketing costs.
Conversely, when interest rates increase, we typically see decreased consumer
demand for mortgage refinancing, leading to decreased traffic to our website and
higher associated selling and marketing efforts associated with that traffic. At
the same time, lender demand for leads from third-party sources typically
increases, as there are fewer consumers in the marketplace and, accordingly, the
supply of organic mortgage lead volume decreases. Due to high lender demand, we
typically see an increase in the amount lenders will pay per matched lead, which
often leads to higher revenue earned per consumer. However, increases in the
amount lenders will pay per matched lead in this situation is limited by the
overall cost models of our lenders, and our revenue earned per consumer can be
adversely affected by the overall reduced demand for refinancing in a rising
rate environment.
We dynamically adjust selling and marketing expenditures in all interest rate
environments to optimize our results against these variables.
According to Freddie Mac, 30-year mortgage interest rates declined during 2020
to a monthly average of 3.16% in June 2020. On a quarterly basis, 30-year
mortgage interest rates in the second quarter of 2020 averaged 3.23%, compared
to 4.00% in the second quarter of 2019 and 3.51% in the first quarter of 2020.
               [[Image Removed: mdaq22020historicalmixchart.jpg]]
Typically, as mortgage interest rates decline, there are more consumers in the
marketplace seeking refinancings and, accordingly, the mix of mortgage
origination dollars will move towards refinance mortgages. According to Mortgage
Bankers Association ("MBA") data, total refinance origination dollars increased
to 63% of total mortgage origination dollars in the second quarter of 2020
compared to 54% in the first quarter of 2020. In the second quarter of 2020,
total refinance origination dollars increased 297% to $580 million from the
second quarter of 2019 and 90% from the first quarter of 2020. Industry-wide
mortgage origination volume in the second quarter of 2020 was up 85% from the
second quarter of 2019.
In July 2020, the MBA projected 30-year mortgage interest rates to remain
relatively consistent through the end of the year. According to MBA projections,
the refinance share of total mortgage origination dollars is projected to
represent approximately 54% for 2020.

                                       33

--------------------------------------------------------------------------------

Table of Contents



The U.S. Real Estate Market
The health of the U.S. real estate market and interest rate levels are the
primary drivers of consumer demand for new mortgages. Consumer demand, in turn,
affects lender demand for purchase mortgage leads from third-party sources.
Typically, a strong real estate market will lead to reduced lender demand for
leads, as there are more consumers in the marketplace seeking financing and,
accordingly, lenders receive more organic lead volume. Conversely, a weaker real
estate market will typically lead to an increase in lender demand, as there are
fewer consumers in the marketplace seeking mortgages.
According to the National Association of Realtors ("NAR"), existing-home sales
rebounded at the end of the second quarter of 2020 after three straight months
of sales decline caused by the ongoing COVID-19 pandemic. Existing-home sales
decreased 21% in the second quarter of 2020 compared to the first quarter of
2020, and decreased 18% compared to the second quarter of 2019. The NAR expects
a continued increase in existing-home sales as long as mortgage rates remain low
and job gains continue, but predicts an overall decrease of 3% in 2020 compared
to 2019.
Results of Operations for the Three and Six Months ended June 30, 2020 and 2019
                                     Three Months Ended June 30,                    Six Months Ended June 30,
                                                         $         %                                    $         %
                                2020        2019      Change     Change       2020        2019       Change     Change
                                                               (Dollars in thousands)
Home                         $  74,123   $ 71,756   $   2,367       3  %   $ 153,297   $ 135,193   $  18,104      13  %
Consumer                        37,118    128,963     (91,845 )   (71 )%     157,042     249,692     (92,650 )   (37 )%
Insurance                       72,919     71,941         978       1  %     155,656     139,033      16,623      12  %
Other                              166      5,761      (5,595 )   (97 )%       1,415      16,893     (15,478 )   (92 )%
Revenue                        184,326    278,421     (94,095 )   (34 )%     467,410     540,811     (73,401 )   (14 )%
Costs and expenses:
Cost of revenue (exclusive
of depreciation and
amortization shown
separately below)               13,464     16,310      (2,846 )   (17 )%      27,716      33,980      (6,264 )   (18 )%
Selling and marketing
expense                        113,921    191,629     (77,708 )   (41 )%     309,459     366,520     (57,061 )   (16 )%
General and administrative
expense                         28,489     27,951         538       2  %      60,571      59,068       1,503       3  %
Product development             10,812     10,175         637       6  %      21,775      20,341       1,434       7  %
Depreciation                     3,550      2,559         991      39  %       6,928       5,041       1,887      37  %
Amortization of intangibles     13,756     14,280        (524 )    (4 )%      27,513      27,707        (194 )    (1 )%
Change in fair value of
contingent consideration         9,175      2,790       6,385     229  %       1,053      17,382     (16,329 )   (94 )%
Severance                           32        403        (371 )   (92 )%         190         457        (267 )   (58 )%
Litigation settlements and
contingencies                   (1,325 )        8      (1,333 )   N/A           (996 )      (199 )      (797 )  (401 )%
Total costs and expenses       191,874    266,105     (74,231 )   (28 )%     454,209     530,297     (76,088 )   (14 )%
Operating (loss) income         (7,548 )   12,316     (19,864 )  (161 )%      13,201      10,514       2,687      26  %
Other (expense) income, net:
Interest expense, net           (4,955 )   (5,095 )      (140 )    (3 )%      (9,789 )   (10,563 )      (774 )    (7 )%
Other income                         7         71         (64 )   (90 )%           7         139        (132 )   (95 )%
(Loss) income before income
taxes                          (12,496 )    7,292     (19,788 )  (271 )%       3,419          90       3,329   3,699  %
Income tax benefit               3,880      5,689      (1,809 )   (32 )%       6,941      13,441      (6,500 )   (48 )%
Net (loss) income from
continuing operations           (8,616 )   12,981     (21,597 )  (166 )%      10,360      13,531      (3,171 )   (23 )%
Loss from discontinued
operations, net of tax         (21,141 )     (763 )    20,378   2,671  %     (25,716 )    (1,825 )    23,891   1,309  %
Net (loss) income and
comprehensive (loss) income  $ (29,757 ) $ 12,218   $ (41,975 )  (344 )%   $ (15,356 ) $  11,706   $ (27,062 )  (231 )%

Revenue


Revenue decreased in the second quarter and first six months of 2020 compared to
the second quarter and first six months of 2019 due to decreases in our Consumer
segment and Other category, partially offset by increases in our Home and
Insurance segments.

                                       34

--------------------------------------------------------------------------------

Table of Contents



Our 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. Many of our
Consumer segment products are not individually significant to revenue. Revenue
from our Consumer segment decreased in the second quarter and first six months
of 2020 from the second quarter and first six months of 2019, primarily due to
decreases in our credit cards, personal loans, small business loans and student
loans products.
Revenue from our credit cards product decreased $48.8 million to $7.2 million in
the second quarter of 2020 from $56.0 million in the second quarter of 2019, or
87%, and decreased $51.8 million to $58.8 million in the first six months of
2020 from $110.6 million in the first six months of 2019, or 47%, primarily due
to the impact of economic conditions related to the COVID-19 pandemic that
caused a decrease in the number of approvals and a decrease in revenue earned
per approval.
Revenue from our personal loans product decreased $32.3 million to $8.8 million
in the second quarter of 2020 from $41.1 million in the second quarter of 2019,
or 79%, and decreased $33.3 million to $40.3 million in the first six months of
2020 from $73.6 million in the first six months of 2019, or 45%, primarily due
to the impact of economic conditions related to the COVID-19 pandemic that
caused a contraction in the flow of capital and a decrease in revenue earned per
consumer.
For the periods presented, no other products in our Consumer segment represented
more than 10% of revenue; however, certain other Consumer products experienced
notable changes primarily due to the impact of economic conditions related to
the COVID-19 pandemic. Revenue from our small business loans product decreased
$8.5 million in the second quarter of 2020 compared to the second quarter of
2019 and decreased $4.1 million in the first six months of 2020 compared to the
first six months of 2019, due to a contraction in the flow of capital and a
decrease in revenue earned per consumer. Revenue from our student loans product
decreased $2.3 million in the second quarter of 2020 compared to the second
quarter of 2019 and decreased $5.6 million in the first six months of 2020
compared to the first six months of 2019, due to a decrease in the number of
consumers on our marketplace seeking student loans.
The ongoing COVID-19 pandemic is anticipated to significantly impact our
Consumer product revenues in the near-term due to the significant industry-wide
contraction in the availability of capital for products in the Consumer segment,
specifically credit cards, small business loans and personal loans, as discussed
above.
Our Home segment includes the following products: purchase mortgage, refinance
mortgage, home equity loans and lines of credit, reverse mortgage loans, and
real estate. Revenue from our Home segment increased $2.4 million in the second
quarter of 2020 from the second quarter of 2019, or 3%, and increased $18.1
million in the first six months of 2020 from the first six months of 2019, or
13%, primarily due to an increase in revenue from our refinance mortgage
product, partially offset by decreases in our purchase mortgage and home equity
loans and lines of credit products. Revenue from our refinance mortgage product
increased $22.3 million in the second quarter of 2020 compared to the second
quarter of 2019, and increased $48.2 million in the first six months of 2020
compared to the first six months of 2019, primarily due to an increase in the
number of consumers completing request forms resulting from increased
refinancing activity in a declining interest rate environment, partially offset
by a decrease in revenue earned per consumer. Revenue from our purchase mortgage
product decreased $10.3 million in the second quarter of 2020 compared to the
second quarter of 2019 and decreased $15.2 million in the first six months of
2020 compared to the first six months of 2019. Revenue from our home equity
loans and lines of credit product decreased $8.6 million in the second quarter
of 2020 compared to the second quarter of 2019 and decreased $13.2 million in
the first six months of 2020 compared to the first six months of 2019. Revenue
from our purchase mortgage and home equity loans and lines of
credit products decreased due to a shift in lender focus toward refinance
products as well as decreases in revenue earned per consumer.
Revenue from our Insurance segment increased $1.0 million to $72.9 million in
the second quarter of 2020 from $71.9 million in the second quarter of 2019, or
1%, and increased $16.6 million to $155.7 million in the first six months of
2020 from $139.0 million in the first six months of 2019, or 12%, due to
increases in the number of consumers seeking insurance coverage, partially
offset by a decrease in revenue earned per consumer.
Our Other category primarily includes revenue from the resale of online
advertising space to third parties and revenue from home improvement referrals.
Revenue in the Other category decreased $5.6 million in the second quarter of
2020 compared to the second quarter of 2019, and decreased $15.5 million in the
first six months of 2020 compared to the first six months of 2019, as we ceased
offering home improvement referrals during the first quarter of 2019 and ceased
reselling online advertising space during the first quarter of 2020.

                                       35

--------------------------------------------------------------------------------

Table of Contents



Cost of revenue
Cost of revenue consists primarily of costs associated with compensation and
other employee-related costs (including stock-based compensation) relating to
internally-operated customer call centers, third-party customer call center
fees, costs for online advertising resold to third parties, credit scoring fees,
credit card fees, website network hosting and server fees.
Cost of revenue decreased in the second quarter of 2020 from the second quarter
of 2019, primarily due to a $5.1 million decrease for the cost of resold
advertising space. We ceased reselling online advertising space during the first
quarter of 2020. This was partially offset by a $1.1 million increase in website
network hosting and server fees and a $0.7 million increase in compensation and
benefits as a result of increases in headcount. Cost of revenue decreased in the
first six months of 2020 from the first six months of 2019, primarily due to a
$11.3 million decrease for the cost of resold advertising space, partially
offset by increases in website network hosting and server fees, compensation and
benefits, and credit card fees of $2.0 million, $1.8 million and $1.0 million,
respectively.
Cost of revenue as a percentage of revenue increased to 7% in the second quarter
of 2020 compared to 6% in the second quarter of 2019, and remained consistent at
6% in each of the first six months of 2020 and 2019.
Selling and marketing expense
Selling and marketing expense consists primarily of advertising and promotional
expenditures and compensation and other employee-related costs (including
stock-based compensation) for personnel engaged in sales or marketing functions.
Advertising and promotional expenditures primarily include online marketing, as
well as television, print and radio spending. Advertising production costs are
expensed in the period the related ad is first run.
Selling and marketing expense decreased in the second quarter and first six
months of 2020 compared to the second quarter and first six months of 2019
primarily due to decreases in advertising and promotional expense of $77.7
million and $56.5 million, respectively, as discussed below.
Advertising and promotional expense is the largest component of selling and
marketing expense, and is comprised of the following:
                          Three Months Ended June 30,

Six Months Ended June 30,


                                              $          %                                     $          %
                    2020        2019       Change      Change        2020        2019       Change     Change
                                                     (Dollars in thousands)
Online           $  96,416   $ 169,779   $ (73,363 )     (43 )%   $ 269,497   $ 318,718   $ (49,221 )    (15 )%
Broadcast            3,154       6,398      (3,244 )     (51 )%       9,478      16,933      (7,455 )    (44 )%
Other                2,259       3,373      (1,114 )     (33 )%       6,621       6,485         136        2  %
Total
advertising
expense          $ 101,829   $ 179,550   $ (77,721 )     (43 )%   $ 285,596   $ 342,136   $ (56,540 )    (17 )%


Revenue is primarily driven by Network Partner demand for our products, which is
matched to corresponding consumer requests. We adjust our selling and marketing
expenditures dynamically in relation to anticipated revenue opportunities in
order to ensure sufficient consumer inquiries to profitably meet such demand. An
increase in a product's revenue is generally met by a corresponding increase in
marketing spend, and conversely a decrease in a product's revenue is generally
met by a corresponding decrease in marketing spend. This relationship exists for
our Home, Consumer and Insurance segments.
We decreased our advertising expenditures in the second quarter and first six
months of 2020 compared to the second quarter and first six months of 2019 in
response to changes in Network Partner demand on our marketplace as a result of
the ongoing COVID-19 pandemic discussed above. We will continue to adjust
selling and marketing expenditures dynamically in relation to this and in
response to anticipated revenue opportunities.
General and administrative expense
General and administrative expense consists primarily of compensation and other
employee-related costs (including stock-based compensation) for personnel
engaged in finance, legal, tax, corporate information technology, human
resources and executive management functions, as well as facilities and
infrastructure costs and fees for professional services.

                                       36

--------------------------------------------------------------------------------

Table of Contents



General and administrative expense remained relatively consistent in the second
quarter and first six months of 2020 compared to the second quarter and first
six months of 2019. The second quarter and first six months of 2019 benefited
from a $2.7 million gain on the sale of two office buildings. Additionally,
travel and entertainment expense decreased $1.5 million in the second quarter of
2020 compared to the second quarter of 2019. General and administrative expenses
decreased in the first six months of 2020 compared to the first six months of
2019 due to decreases in compensation and benefits, travel and entertainment
expense and other taxes of $3.4 million, $1.8 million and $1.4 million,
respectively. In addition to the change in general and administrative expenses
due to the gain on the sale of the office buildings in 2019, general and
administrative expenses increased in the first six months of 2020 compared to
the first six months of 2019 due to increases in professional fees, technology
expense and facilities expense of $3.2 million, $1.6 million and $1.2 million,
respectively.
General and administrative expense as a percentage of revenue increased to 16%
and 13% in the second quarter and first six months of 2020, respectively,
compared to 10% and 11% in the second quarter and first six months of 2019,
respectively.
Product development
Product development expense consists primarily of compensation and other
employee-related costs (including stock-based compensation) and third-party
labor costs that are not capitalized, for employees and consultants engaged in
the design, development, testing and enhancement of technology.
Product development expense increased in the second quarter and first six months
of 2020 compared to the second quarter and first six months of 2019 as we
continued to invest in internal development of new and enhanced features,
functionality and business opportunities that we believe will enable us to
better and more fully serve consumers and Network Partners.
Depreciation
The increase in depreciation expense in the second quarter and first six months
of 2020 compared to the second quarter and first six months of 2019 was
primarily the result of higher investment in internally developed software in
recent years, to support the growth of our business.
Contingent consideration
During the second quarter and first six months of 2020, we recorded aggregate
contingent consideration expense of $9.2 million and $1.1 million, respectively,
due to adjustments in the estimated fair value of the earnout payments related
to our recent acquisitions. For the second quarter of 2020, the contingent
consideration expense for the QuoteWizard, Ovation and SnapCap acquisitions was
$8.1 million, $1.0 million and $0.1 million, respectively. For the first six
months of 2020, the contingent consideration expense for the Ovation and SnapCap
acquisitions was $1.2 million and $0.1 million, respectively, partially offset
by a contingent consideration gain for the QuoteWizard acquisition of $0.2
million.
During the second quarter and first six months of 2019, we recorded aggregate
contingent consideration expense of $2.8 million and $17.4 million,
respectively, due to adjustments in the estimated fair value of the earnout
payments related to our recent acquisitions. For the second quarter of 2019, the
contingent consideration expense for the QuoteWizard and Ovation acquisitions
was $2.5 million and $0.6 million, respectively. This was partially offset by
contingent consideration gains recorded for the SnapCap and DepositAccounts
acquisitions of $0.1 million and $0.2 million, respectively. For the first six
months of 2019, the contingent consideration expense for the QuoteWizard and
SnapCap acquisitions was $16.9 million and $1.5 million, respectively. This was
partially offset by a contingent consideration gain recorded for the
DepositAccounts acquisition of $0.9 million.
Income tax expense
For the second quarter and first six months of 2020, the effective tax rate
varied from the federal statutory rate of 21% in part due to a tax benefit of
$0.8 million and $1.8 million, respectively, recognized for excess tax benefits
resulting from employee exercises of stock options and vesting of restricted
stock in accordance with ASU 2016-09 and the effect of state taxes. The
effective tax rate for the first six months of 2020 was also impacted by a tax
benefit of $6.1 million for the impact of the Coronavirus Aid, Relief, and
Economic Security ("CARES") Act, as described below.
On March 27, 2020, President Trump signed into law the CARES Act. This
legislation is an economic relief package in response to the public health and
economic impacts of COVID-19 and includes various provisions that impact us,
including, but not limited to, modifications for net operating losses,
accelerated timeframe for refunds associated with prior minimum taxes and
modifications of the limitation on business interest.

                                       37

--------------------------------------------------------------------------------

Table of Contents



We revalued deferred tax assets related to net operating losses in light of the
changes in the CARES Act, and recorded a net tax benefit of $6.1 million during
the first six months of 2020. These deferred tax assets are being revalued, as
they will be carried back to 2016 and 2017, which are tax periods prior to the
Tax Cuts and Jobs Act ("TCJA") when the federal statutory tax rate was 35%
versus the 21% federal statutory tax rate in effect after the enactment of the
TCJA.
For the second quarter and first six months of 2019, the effective tax rate
varied from the federal statutory rate of 21% primarily due to a tax benefit of
$7.7 million and $13.7 million, respectively, recognized for excess tax benefits
resulting from employee exercises of stock options and vesting of restricted
stock in accordance with ASU 2016-09 and the effect of state taxes.
Discontinued operations
The results of discontinued operations include the results of the LendingTree
Loans business formerly operated by our wholly-owned subsidiary, Home Loan
Center, Inc., or HLC. The sale of substantially all of the assets of HLC,
including the LendingTree Loans business, was completed on June 6, 2012. HLC
filed a petition under Chapter 11 of the United States Bankruptcy Code on July
21, 2019, which was converted to Chapter 7 of the United States Bankruptcy Code
on September 16, 2019.
As a result of the voluntary bankruptcy petition, as of the initial July 21,
2019 bankruptcy petition filing date, HLC and its consolidated subsidiary were
deconsolidated from LendingTree's consolidated financial statements. The effect
of such deconsolidation was the elimination of the consolidated assets and
liabilities of HLC (and its consolidated subsidiary) from LendingTree's
consolidated balance sheets.
Prior to the bankruptcy filing, losses from the LendingTree Loans business were
primarily due to litigation settlements and contingencies and legal fees
associated with ongoing legal proceedings.
The results of discontinued operations include litigation settlements and
contingencies and legal fees associated with ongoing legal proceedings against
LendingTree Inc. or LendingTree LLC that arose due to the LendingTree Loans
business or the HLC bankruptcy filing.
See Note 18-Discontinued Operations to the consolidated financial statements
included elsewhere in this report for more information, including the accounting
effect of HLC's bankruptcy filing on our consolidated financial statements.
Segment Profit
                     Three Months Ended June 30,                  Six

Months Ended June 30,


                                         $         %                                  $         %
                 2020       2019      Change    Change       2020        2019      Change    Change
                                              (Dollars in thousands)
Home           $ 38,726  $  24,210  $  14,516     60  %   $  74,637   $  48,131  $  26,506     55  %
Consumer         19,402     50,771    (31,369 )  (62 )%      62,501     104,745    (42,244 )  (40 )%
Insurance        30,122     28,806      1,316      5  %      60,655      56,670      3,985      7  %
Other                81        345       (264 )  (77 )%        (247 )

1,104 (1,351 ) (122 )% Segment profit $ 88,331 $ 104,132 $ (15,801 ) (15 )% $ 197,546 $ 210,650 $ (13,104 ) (6 )%




Segment profit is our primary segment operating metric. Segment profit is
calculated as segment revenue less segment selling and marketing expenses
attributed to variable costs paid for advertising, direct marketing and related
expenses that are directly attributable to the segments' products. See Note
17-Segment Information in the notes to the consolidated financial statements for
additional information on segments and a reconciliation of segment profit to
pre-tax income from continuing operations.
Consumer segment profit decreased $31.4 million in the second quarter of 2020
from the second quarter of 2019, and decreased $42.2 million in the first six
months of 2020 from the first six months of 2019, primarily due to decreases in
revenue, partially offset by corresponding decreases in selling and marketing
expense. The biggest challenge facing many of our consumer Network Partners, and
in turn our own business, is a lack of visibility into the true health of
consumer balance sheets. Credit performance across consumer lenders of varying
shapes and sizes has seemingly fared better than expected, and unemployment has
begun to improve after peaking at nearly 15% in April. But questions remain as
to the impact on these trends from government stimulus, forbearance and
deferment programs offered by the lenders, and ultimately, our country's ability
to re-open safely.

                                       38

--------------------------------------------------------------------------------

Table of Contents



Credit card issuers and personal loan lenders appetite for risk is temporarily
diminished until there is further evidence of economic stabilization. We do
believe the revenue opportunity in our Consumer segment has hit the trough as
many of our consumer Network Partners who initially paused entirely are
beginning to return to the platform. In most cases, those consumer Network
Partners are returning to reach narrower bands of consumers, with much stricter
credit standards, smaller budgets, and less aggressive bids.
Home segment profit increased $14.5 million in the second quarter of 2020 from
the second quarter of 2019, and increased $26.5 million in the first six months
of 2020 from the first six months of 2019, due to increases in revenue and
decreases in selling and marketing expense. Historically, as explained, in
periods similar to those experienced in the second quarter of 2020 with sharp
declines in interest rates and increased consumer interest, our mortgage Network
Partners become inundated with more organic volume than they can process and
their demand for our services diminishes for a period of time. While that
dynamic has remained very relevant for us in the second quarter, our improved
ability to withstand it is evident. We've developed differentiated offerings and
price points for mortgage Network Partners to better serve a wider array of
their needs. Our Home segment has benefited from a decrease in unit marketing
costs during the COVID-19 pandemic. With heightened interest in refinancing and
home-buying activity, we managed to meet the demand of our Network Partners in
an optimized and cost-efficient way. We expect Home unit marketing costs in the
third quarter of 2020 to return to levels experienced prior to the second
quarter of 2020.
Insurance segment profit increased $1.3 million in the second quarter of 2020
from the second quarter of 2019 due to an increase in revenue and a decrease in
selling and marketing expense, and increased $4.0 million in the first six
months of 2020 from the first six months of 2019 due to an increase in revenue,
partially offset by corresponding increases in selling and marketing expense. At
the end of the first quarter of 2020, we noted a slowdown in consumers searching
for auto insurance which we attributed to slumping car sales amid the pandemic.
While those trends have steadily begun to recover since early April, reduced
search engine traffic has continued to present a modest headwind to achieving
the levels of growth in the Insurance segment that we've historically
experienced and we have taken on several initiatives to combat these trends.
We've seen demonstrable traffic growth through several non-search channels and
the agent portion of the Insurance segment is achieving record-highs as agents
find increasing value in our services in a remote work environment.
Adjusted EBITDA
We report Adjusted EBITDA as a supplemental measure to GAAP. This measure is the
primary metric by which we evaluate the performance of our businesses, on which
our marketing expenditures and internal budgets are based and by which
management and many employees are compensated. We believe that investors should
have access to the same set of tools that we use in analyzing our results. This
non-GAAP measure should be considered in addition to results prepared in
accordance with GAAP, but should not be considered a substitute for or superior
to GAAP results. We provide and encourage investors to examine the reconciling
adjustments between the GAAP and non-GAAP measures discussed below.
Definition of Adjusted EBITDA
We report Adjusted EBITDA as net income from continuing operations adjusted to
exclude interest, income tax, amortization of intangibles and depreciation, and
to further exclude (1) non-cash compensation expense, (2) non-cash impairment
charges, (3) gain/loss on disposal of assets, (4) restructuring and severance
expenses, (5) litigation settlements and contingencies, (6) acquisitions and
dispositions income or expense (including with respect to changes in fair value
of contingent consideration), and (7) one-time items. Adjusted EBITDA has
certain limitations in that it does not take into account the impact to our
statement of operations of certain expenses, including depreciation, non-cash
compensation and acquisition-related accounting. We endeavor to compensate for
the limitations of the non-GAAP measures presented by also providing the
comparable GAAP measures with equal or greater prominence and descriptions of
the reconciling items, including quantifying such items, to derive the non-GAAP
measures. These non-GAAP measures may not be comparable to similarly titled
measures used by other companies.
One-Time Items
Adjusted EBITDA is adjusted for one-time items, if applicable. Items are
considered one-time in nature if they are non-recurring, infrequent or unusual
and have not occurred in the past two years or are not expected to recur in the
next two years, in accordance with SEC rules. For the periods presented below,
there are no adjustments for one-time items.

                                       39

--------------------------------------------------------------------------------

Table of Contents



Non-Cash Expenses that are Excluded from Adjusted EBITDA
Non-cash compensation expense consists principally of expense associated with
grants of restricted stock, restricted stock units and stock options, some of
which awards have performance-based vesting conditions. These expenses are not
paid in cash, and we include the related shares in our calculations of fully
diluted shares outstanding. Upon settlement of restricted stock units, exercise
of certain stock options or vesting of restricted stock awards, the awards may
be settled, on a net basis, with us remitting the required tax withholding
amount from our current funds.
Amortization of intangibles are non-cash expenses relating primarily to
intangible assets acquired through acquisitions. At the time of an acquisition,
the intangible assets of the acquired company, such as purchase agreements,
technology and customer relationships, are valued and amortized over their
estimated lives.
The following table is a reconciliation of net income from continuing operations
to Adjusted EBITDA (in thousands).
                                              Three Months Ended           Six Months Ended
                                                   June 30,                    June 30,
                                              2020          2019          2020          2019
Net (loss) income from continuing
operations                                $   (8,616 )   $  12,981     $  10,360     $  13,531
Adjustments to reconcile to Adjusted
EBITDA:
Amortization of intangibles                   13,756        14,280        27,513        27,707
Depreciation                                   3,550         2,559         6,928         5,041
Severance                                         32           403           190           457
Loss (gain) on impairments and disposal
of assets                                         22        (2,196 )         552        (1,978 )
Non-cash compensation expense                 13,158        15,982        25,075        30,035
Change in fair value of contingent
consideration                                  9,175         2,790         1,053        17,382
Acquisition expense                               20            60         2,200           179
Litigation settlements and contingencies      (1,325 )           8          (996 )        (199 )
Interest expense, net                          4,955         5,095         9,789        10,563
Income tax benefit                            (3,880 )      (5,689 )      (6,941 )     (13,441 )
Adjusted EBITDA                           $   30,847     $  46,273     $  75,723     $  89,277


Financial Position, Liquidity and Capital Resources
General
As of June 30, 2020, we had $101.8 million of cash and cash equivalents,
compared to $60.2 million of cash and cash equivalents as of December 31, 2019.
In February 2020, we acquired an equity interest in Stash for $80.0 million. The
investment was funded through $80.0 million drawn on our Amended Revolving
Credit Facility. See Note 7-Equity Investment to the consolidated financial
statements included elsewhere in this report for more information.
During the first six months of 2020, we paid down $25.0 million on our Amended
Revolving Credit Facility. We made net repayments of $130.0 million on our
Amended Revolving Credit Facility in July 2020.
During the first six months of 2020, we made two contingent consideration
payments of $3.0 million each, related to the prior acquisition of SnapCap. We
could make additional potential contingent consideration payments of up to $4.4
million for Ovation and $46.8 million for QuoteWizard.
In July 2020, we made litigation settlement payments of $26.5 million to the
ResCap Liquidating Trust and $36.0 million to the HLC bankruptcy Trustee for the
matters noted in Note 18-Discontinued Operations.

                                       40

--------------------------------------------------------------------------------

Table of Contents



In July 2020, we issued $575.0 million of our 0.50% Convertible Senior Notes due
July 15, 2025 (the "2025 Notes") for estimated net proceeds of approximately
$559.8 million. We used approximately $63.0 million of the net proceeds to enter
into Convertible Note Hedge and Warrant transactions. Further, we used
approximately $234.0 million of the net proceeds to repurchase approximately
$130.3 million principal amount of our 0.625% Convertible Senior Notes due June
1, 2022 (the "2022 Notes"). To the extent of the repurchases of the 2022 Notes,
we received approximately $15.6 million as a result of terminating a
corresponding portion of the Convertible Note Hedge and Warrant transactions
entered into on May 31, 2017. See Note 19-Subsequent Events for additional
information.
We expect our cash and cash equivalents and cash flows from operations to be
sufficient to fund our operating needs for the next twelve months and beyond.
Our revolving credit facility described below is an additional potential source
of liquidity. We will continue to monitor the impact of the ongoing COVID-19
pandemic on our liquidity and capital resources. We expect our cashflow from
operating activities to be negatively impacted by the economic recession.
Senior Secured Revolving Credit Facility
On December 10, 2019, we entered into an amended and restated $500.0
million five-year senior secured revolving credit facility, which matures
on December 10, 2024 (the "Amended Revolving Credit Facility"). Borrowings under
the Amended Revolving Credit Facility can be used to finance working capital
needs, capital expenditures and general corporate purposes, including to finance
permitted acquisitions. In July 2020, we executed a temporary amendment to the
Amended Revolving Credit Facility to provide for certain covenant relief,
primarily to facilitate the issuance of the 2025 Notes, the repurchase of a
portion of the 2022 Notes, and to pay down existing borrowings under the credit
facility.
As of August 4, 2020, we have a $0.2 million letter of credit under the Amended
Revolving Credit Facility. The remaining borrowing capacity at August 4, 2020 is
$499.8 million.
Cash Flows from Continuing Operations
Our cash flows attributable to continuing operations are as follows:
                                                       Six Months Ended
                                                           June 30,
                                                       2020         2019
                                                        (in thousands)
Net cash provided by operating activities           $ 87,916     $ 67,875
Net cash used in investing activities                (89,108 )    (90,838 )

Net cash provided by (used in) financing activities 45,282 (24,653 )




Cash Flows from Operating Activities
Our largest source of cash provided by our operating activities is revenues
generated by our products. Our primary uses of cash from our operating
activities include advertising and promotional payments. In addition, our uses
of cash from operating activities include compensation and other
employee-related costs, other general corporate expenditures, litigation
settlements and contingencies, certain contingent consideration payments, and
income taxes.
Net cash provided by operating activities attributable to continuing operations
increased in the first six months of 2020 from the first six months of 2019
primarily due to changes in accounts receivable, partially offset by changes in
accounts payable, accrued expenses and other current liabilities. The first six
months of 2020 also experienced a decrease in revenue, partially offset by a
corresponding decrease in selling and marketing expense, compared to the first
six months of 2019.
Cash Flows from Investing Activities
Net cash used in investing activities attributable to continuing operations in
the first six months of 2020 of $89.1 million consisted of the purchase of an
$80.0 million equity interest in Stash and capital expenditures of $9.1 million
primarily related to internally developed software.
Net cash used in investing activities attributable to continuing operations in
the first six months of 2019 of $90.8 million consisted primarily of the
acquisition of ValuePenguin for $105.6 million, net of cash acquired, and
capital expenditures of $9.8

                                       41

--------------------------------------------------------------------------------

Table of Contents



million primarily related to internally developed software. This was partially
offset by proceeds of $24.1 million on the sale of two office buildings, net of
closing expenses.
Cash Flows from Financing Activities
Net cash provided by financing activities attributable to continuing operations
in the first six months of 2020 of $45.3 million consisted primarily of $55.0
million of net proceeds from our Amended Revolving Credit Facility, partially
offset by $6.1 million in withholding taxes paid upon surrender of shares to
satisfy obligations on equity awards, net of proceeds from the exercise of stock
options, and $3.3 million related to contingent consideration payments for
SnapCap.
Net cash used in financing activities attributable to continuing operations in
the first six months of 2019 of $24.7 million consisted primarily of $10.0
million of net repayments on our 2017 Revolving Credit Facility, $4.0 million
for the repurchase of our common stock, $7.6 million in withholding taxes paid
upon surrender of shares to satisfy obligations on equity awards, net of
proceeds from the exercise of stock options, and a $3.0 million contingent
consideration payment for SnapCap.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements other than a letter of credit and our
funding commitments pursuant to our surety bonds, none of which have or are
reasonably likely to have a current or future effect on our financial condition,
changes in financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources that is material to
investors.
New Accounting Pronouncements
For information regarding new accounting pronouncements, see Note 2-Significant
Accounting Policies, in Part I, Item 1 Financial Statements.
Item 3.  Quantitative and Qualitative Disclosures about Market Risk
Other than our Amended Revolving Credit Facility, we do not have any financial
instruments that are exposed to significant market risk. We maintain our cash
and cash equivalents in bank deposits and short-term, highly liquid money market
investments. A hypothetical 100-basis point increase or decrease in market
interest rates would not have a material impact on the fair value of our cash
equivalents securities, or our earnings on such cash equivalents, but would have
an effect on the interest paid on borrowings under the Amended Revolving Credit
Facility, if any. As of August 4, 2020, there were no borrowings under the
Amended Revolving Credit Facility.

Fluctuations in interest rates affect consumer demand for new mortgages and the
level of refinancing activity which, in turn, affects lender demand for mortgage
leads. Typically, when interest rates decline, we see increased consumer demand
for mortgage refinancing, which in turn leads to increased traffic to our
website and decreased selling and marketing efforts associated with that
traffic.  At the same time, lender demand for leads from third-party sources
typically decreases, as there are more consumers in the marketplace seeking
refinancings and, accordingly, lenders receive more organic lead volume.  Due to
lower lender demand, our revenue earned per consumer typically decreases but
with correspondingly lower selling and marketing costs. Conversely, when
interest rates increase, we typically see decreased consumer demand for mortgage
refinancing, leading to decreased traffic to our website and higher associated
selling and marketing efforts associated with that traffic.  At the same time,
lender demand for leads from third-party sources typically increases, as there
are fewer consumers in the marketplace and, accordingly, the supply of organic
mortgage lead volume decreases.  Due to high lender demand, we typically see an
increase in the amount lenders will pay per matched lead, which often leads to
higher revenue earned per consumer. However, increases in the amount lenders
will pay per matched lead in this situation is limited by the overall cost
models of our lenders, and our revenue earned per consumer can be adversely
affected by the overall reduced demand for refinancing in a rising rate
environment.
Item 4.  Controls and Procedures
Evaluation of Disclosure Controls and Procedures
As required by Rule 13a-15(b) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), management, with the participation of our principal
executive officer (our Chief Executive Officer) and principal financial officer
(our Chief Financial Officer), evaluated, as of the end of the period covered by
this report, the effectiveness of our disclosure controls and procedures

                                       42

--------------------------------------------------------------------------------

Table of Contents



as defined in Exchange Act Rule 13a-15(e). Based upon that evaluation, our Chief
Executive Officer and Chief Financial Officer concluded that our disclosure
controls and procedures are effective, as of June 30, 2020, to reasonably ensure
that information required to be disclosed and filed under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified,
and that management will be timely alerted to material information required to
be included in our periodic reports filed with the Securities and Exchange
Commission.
Changes in Internal Control Over Financial Reporting
There was no change in our internal control over financial reporting that
occurred during the quarter ended June 30, 2020 that has materially affected, or
is reasonably likely to materially affect, our internal controls over financial
reporting.


                                       43

--------------------------------------------------------------------------------

Table of Contents

© Edgar Online, source Glimpses