10-Q 1 tree-20230930.htm 10-Q tree-20230930
0001434621false12/312023Q3http://fasb.org/us-gaap/2023#AccountingStandardsUpdate202006Member00014346212023-01-012023-09-3000014346212023-10-27xbrli:shares00014346212023-07-012023-09-30iso4217:USD00014346212022-07-012022-09-3000014346212022-01-012022-09-30iso4217:USDxbrli:shares00014346212023-09-3000014346212022-12-310001434621us-gaap:CommonStockMember2022-12-310001434621us-gaap:AdditionalPaidInCapitalMember2022-12-310001434621us-gaap:RetainedEarningsMember2022-12-310001434621us-gaap:TreasuryStockCommonMember2022-12-3100014346212023-01-012023-03-310001434621us-gaap:RetainedEarningsMember2023-01-012023-03-310001434621us-gaap:AdditionalPaidInCapitalMember2023-01-012023-03-310001434621us-gaap:CommonStockMember2023-01-012023-03-3100014346212023-03-310001434621us-gaap:CommonStockMember2023-03-310001434621us-gaap:AdditionalPaidInCapitalMember2023-03-310001434621us-gaap:RetainedEarningsMember2023-03-310001434621us-gaap:TreasuryStockCommonMember2023-03-3100014346212023-04-012023-06-300001434621us-gaap:RetainedEarningsMember2023-04-012023-06-300001434621us-gaap:AdditionalPaidInCapitalMember2023-04-012023-06-300001434621us-gaap:CommonStockMember2023-04-012023-06-3000014346212023-06-300001434621us-gaap:CommonStockMember2023-06-300001434621us-gaap:AdditionalPaidInCapitalMember2023-06-300001434621us-gaap:RetainedEarningsMember2023-06-300001434621us-gaap:TreasuryStockCommonMember2023-06-300001434621us-gaap:RetainedEarningsMember2023-07-012023-09-300001434621us-gaap:AdditionalPaidInCapitalMember2023-07-012023-09-300001434621us-gaap:CommonStockMember2023-07-012023-09-300001434621us-gaap:CommonStockMember2023-09-300001434621us-gaap:AdditionalPaidInCapitalMember2023-09-300001434621us-gaap:RetainedEarningsMember2023-09-300001434621us-gaap:TreasuryStockCommonMember2023-09-3000014346212021-12-310001434621us-gaap:CommonStockMember2021-12-310001434621us-gaap:AdditionalPaidInCapitalMember2021-12-310001434621us-gaap:RetainedEarningsMember2021-12-310001434621us-gaap:TreasuryStockCommonMember2021-12-3100014346212022-01-012022-03-310001434621us-gaap:RetainedEarningsMember2022-01-012022-03-310001434621us-gaap:AdditionalPaidInCapitalMember2022-01-012022-03-310001434621us-gaap:TreasuryStockCommonMember2022-01-012022-03-310001434621us-gaap:CommonStockMember2022-01-012022-03-3100014346212021-01-012021-12-310001434621srt:CumulativeEffectPeriodOfAdoptionAdjustmentMember2021-12-310001434621us-gaap:AdditionalPaidInCapitalMembersrt:CumulativeEffectPeriodOfAdoptionAdjustmentMember2021-12-310001434621srt:CumulativeEffectPeriodOfAdoptionAdjustmentMemberus-gaap:RetainedEarningsMember2021-12-3100014346212022-03-310001434621us-gaap:CommonStockMember2022-03-310001434621us-gaap:AdditionalPaidInCapitalMember2022-03-310001434621us-gaap:RetainedEarningsMember2022-03-310001434621us-gaap:TreasuryStockCommonMember2022-03-3100014346212022-04-012022-06-300001434621us-gaap:RetainedEarningsMember2022-04-012022-06-300001434621us-gaap:AdditionalPaidInCapitalMember2022-04-012022-06-300001434621us-gaap:CommonStockMember2022-04-012022-06-3000014346212022-06-300001434621us-gaap:CommonStockMember2022-06-300001434621us-gaap:AdditionalPaidInCapitalMember2022-06-300001434621us-gaap:RetainedEarningsMember2022-06-300001434621us-gaap:TreasuryStockCommonMember2022-06-300001434621us-gaap:RetainedEarningsMember2022-07-012022-09-300001434621us-gaap:AdditionalPaidInCapitalMember2022-07-012022-09-300001434621us-gaap:CommonStockMember2022-07-012022-09-3000014346212022-09-300001434621us-gaap:CommonStockMember2022-09-300001434621us-gaap:AdditionalPaidInCapitalMember2022-09-300001434621us-gaap:RetainedEarningsMember2022-09-300001434621us-gaap:TreasuryStockCommonMember2022-09-300001434621tree:A2025ConvertibleNotesMember2023-09-30utr:Rate0001434621tree:A2025ConvertibleNotesMember2023-01-012023-09-300001434621tree:A2025ConvertibleNotesMember2022-01-012022-09-300001434621tree:A2022ConvertibleNotesMember2022-09-30xbrli:pure0001434621tree:A2022ConvertibleNotesMember2023-01-012023-09-300001434621tree:A2022ConvertibleNotesMember2022-01-012022-09-300001434621us-gaap:RetainedEarningsMember2022-01-010001434621tree:HomeSegmentMember2023-07-012023-09-300001434621tree:HomeSegmentMember2022-07-012022-09-300001434621tree:HomeSegmentMember2023-01-012023-09-300001434621tree:HomeSegmentMember2022-01-012022-09-300001434621tree:CreditCardsMember2023-07-012023-09-300001434621tree:CreditCardsMember2022-07-012022-09-300001434621tree:CreditCardsMember2023-01-012023-09-300001434621tree:CreditCardsMember2022-01-012022-09-300001434621tree:PersonalLoansMember2023-07-012023-09-300001434621tree:PersonalLoansMember2022-07-012022-09-300001434621tree:PersonalLoansMember2023-01-012023-09-300001434621tree:PersonalLoansMember2022-01-012022-09-300001434621tree:OtherConsumerMember2023-07-012023-09-300001434621tree:OtherConsumerMember2022-07-012022-09-300001434621tree:OtherConsumerMember2023-01-012023-09-300001434621tree:OtherConsumerMember2022-01-012022-09-300001434621tree:ConsumerSegmentMember2023-07-012023-09-300001434621tree:ConsumerSegmentMember2022-07-012022-09-300001434621tree:ConsumerSegmentMember2023-01-012023-09-300001434621tree:ConsumerSegmentMember2022-01-012022-09-300001434621tree:InsuranceSegmentMember2023-07-012023-09-300001434621tree:InsuranceSegmentMember2022-07-012022-09-300001434621tree:InsuranceSegmentMember2023-01-012023-09-300001434621tree:InsuranceSegmentMember2022-01-012022-09-300001434621tree:OtherProductsAndServicesMember2023-07-012023-09-300001434621tree:OtherProductsAndServicesMember2022-07-012022-09-300001434621tree:OtherProductsAndServicesMember2023-01-012023-09-300001434621tree:OtherProductsAndServicesMember2022-01-012022-09-300001434621tree:HomeSegmentMember2023-09-300001434621tree:ConsumerSegmentMember2023-09-300001434621tree:InsuranceSegmentMember2023-09-3000014346212023-09-290001434621tree:InsuranceSegmentMember2023-09-302023-09-300001434621tree:ConsumerSegmentMember2023-09-302023-09-300001434621tree:HomeSegmentMember2023-09-302023-09-300001434621us-gaap:CustomerListsMember2023-09-300001434621us-gaap:TrademarksAndTradeNamesMember2023-09-300001434621us-gaap:CustomerListsMember2022-12-310001434621us-gaap:TrademarksAndTradeNamesMember2022-12-310001434621tree:ConsumerSegmentMemberus-gaap:DisposalGroupHeldForSaleOrDisposedOfBySaleNotDiscontinuedOperationsMember2022-12-3100014346212022-01-012022-12-310001434621us-gaap:EmployeeStockOptionMember2023-07-012023-09-300001434621us-gaap:RestrictedStockUnitsRSUMember2023-07-012023-09-300001434621us-gaap:EmployeeStockOptionMember2023-01-012023-09-300001434621us-gaap:RestrictedStockUnitsRSUMember2023-01-012023-09-300001434621us-gaap:EmployeeStockOptionMember2022-07-012022-09-300001434621us-gaap:RestrictedStockUnitsRSUMember2022-07-012022-09-300001434621us-gaap:EmployeeStockOptionMember2022-01-012022-09-300001434621us-gaap:RestrictedStockUnitsRSUMember2022-01-012022-09-300001434621us-gaap:ConvertibleDebtMember2023-07-012023-09-300001434621us-gaap:ConvertibleDebtMember2023-01-012023-09-300001434621us-gaap:ConvertibleDebtMembertree:A2025ConvertibleNotesMember2023-09-300001434621us-gaap:ConvertibleDebtMember2022-07-012022-09-300001434621us-gaap:ConvertibleDebtMember2022-01-012022-09-300001434621us-gaap:ConvertibleDebtMembertree:A2022ConvertibleNotesMember2023-09-3000014346212018-02-2800014346212019-02-280001434621us-gaap:CostOfSalesMember2023-07-012023-09-300001434621us-gaap:CostOfSalesMember2022-07-012022-09-300001434621us-gaap:CostOfSalesMember2023-01-012023-09-300001434621us-gaap:CostOfSalesMember2022-01-012022-09-300001434621us-gaap:SellingAndMarketingExpenseMember2023-07-012023-09-300001434621us-gaap:SellingAndMarketingExpenseMember2022-07-012022-09-300001434621us-gaap:SellingAndMarketingExpenseMember2023-01-012023-09-300001434621us-gaap:SellingAndMarketingExpenseMember2022-01-012022-09-300001434621us-gaap:GeneralAndAdministrativeExpenseMember2023-07-012023-09-300001434621us-gaap:GeneralAndAdministrativeExpenseMember2022-07-012022-09-300001434621us-gaap:GeneralAndAdministrativeExpenseMember2023-01-012023-09-300001434621us-gaap:GeneralAndAdministrativeExpenseMember2022-01-012022-09-300001434621us-gaap:ResearchAndDevelopmentExpenseMember2023-07-012023-09-300001434621us-gaap:ResearchAndDevelopmentExpenseMember2022-07-012022-09-300001434621us-gaap:ResearchAndDevelopmentExpenseMember2023-01-012023-09-300001434621us-gaap:ResearchAndDevelopmentExpenseMember2022-01-012022-09-300001434621us-gaap:RestructuringChargesMember2023-07-012023-09-300001434621us-gaap:RestructuringChargesMember2022-07-012022-09-300001434621us-gaap:RestructuringChargesMember2023-01-012023-09-300001434621us-gaap:RestructuringChargesMember2022-01-012022-09-300001434621us-gaap:EmployeeStockOptionMember2022-12-310001434621us-gaap:EmployeeStockOptionMember2023-01-012023-09-300001434621us-gaap:EmployeeStockOptionMember2023-09-300001434621tree:PerformanceOptionsMember2022-12-310001434621tree:PerformanceOptionsMember2023-01-012023-09-300001434621tree:PerformanceOptionsMember2023-09-300001434621us-gaap:RestrictedStockUnitsRSUMember2022-12-310001434621us-gaap:RestrictedStockUnitsRSUMember2023-01-012023-09-300001434621us-gaap:RestrictedStockUnitsRSUMember2023-09-300001434621us-gaap:PerformanceSharesMember2022-12-310001434621us-gaap:PerformanceSharesMember2023-01-012023-09-300001434621us-gaap:PerformanceSharesMember2023-09-300001434621us-gaap:EmployeeStockMember2021-12-310001434621us-gaap:EmployeeStockMember2023-09-300001434621us-gaap:EmployeeStockMember2023-01-012023-09-300001434621us-gaap:EmployeeStockMember2022-01-012022-09-300001434621us-gaap:ConvertibleDebtMembertree:A2025ConvertibleNotesMember2020-07-240001434621tree:A2025ConvertibleNotesMember2020-07-240001434621tree:A2025ConvertibleNotesMember2023-03-080001434621tree:A2025ConvertibleNotesMember2023-01-012023-03-310001434621tree:A2025ConvertibleNotesMember2020-07-242020-07-24tree:day0001434621tree:A2025ConvertibleNotesMember2022-12-310001434621us-gaap:ConvertibleDebtMembertree:A2022ConvertibleNotesMember2017-05-310001434621tree:A2022ConvertibleNotesMember2023-09-300001434621tree:A2020WarrantsMember2020-07-240001434621tree:A2020WarrantsMember2020-07-210001434621tree:A2020WarrantsMember2023-09-300001434621us-gaap:LineOfCreditMemberus-gaap:RevolvingCreditFacilityMembertree:CreditAgreementMember2021-09-150001434621us-gaap:LineOfCreditMembertree:CreditAgreementMembertree:DelayedDrawTermLoanMember2021-09-150001434621us-gaap:LineOfCreditMembertree:CreditAgreementMembertree:DelayedDrawTermLoanMember2023-09-300001434621us-gaap:LineOfCreditMembertree:SecuredOvernightFinancingRateSOFRMembertree:CreditAgreementMembertree:DelayedDrawTermLoanMember2023-01-012023-09-300001434621us-gaap:LineOfCreditMemberus-gaap:RevolvingCreditFacilityMember2023-09-300001434621us-gaap:LineOfCreditMembertree:CreditAgreementMembertree:DelayedDrawTermLoanMember2022-12-310001434621us-gaap:LineOfCreditMemberus-gaap:RevolvingCreditFacilityMember2022-12-310001434621us-gaap:LineOfCreditMemberus-gaap:RevolvingCreditFacilityMembertree:CreditAgreementMember2023-01-012023-09-300001434621us-gaap:LineOfCreditMembertree:CreditAgreementMembertree:DelayedDrawTermLoanMember2023-01-012023-09-300001434621us-gaap:LineOfCreditMemberus-gaap:RevolvingCreditFacilityMembertree:CreditAgreementMember2022-01-012022-09-300001434621us-gaap:LineOfCreditMembertree:CreditAgreementMembertree:DelayedDrawTermLoanMember2022-01-012022-09-300001434621tree:LondonInterbankOfferedRateLIBOR1Memberus-gaap:LineOfCreditMembertree:CreditAgreementMembertree:DelayedDrawTermLoanMember2022-01-012022-09-30tree:segment0001434621us-gaap:AllOtherSegmentsMember2023-07-012023-09-300001434621us-gaap:AllOtherSegmentsMember2022-07-012022-09-300001434621us-gaap:AllOtherSegmentsMember2023-01-012023-09-300001434621us-gaap:AllOtherSegmentsMember2022-01-012022-09-300001434621tree:Q32023RestructuringMember2023-09-012023-09-30tree:employee0001434621tree:Q32023RestructuringMember2023-09-300001434621tree:Q32023RestructuringMemberus-gaap:EmployeeSeveranceMember2023-09-300001434621srt:ScenarioForecastMembertree:NonCashCompensationMembertree:Q32023RestructuringMember2023-12-310001434621tree:OvationClosureMember2023-04-062023-04-060001434621srt:ScenarioForecastMembertree:OvationClosureMember2023-04-062024-03-310001434621tree:A2023ReductionActionReductionPlanMember2023-03-242023-03-240001434621srt:ScenarioForecastMembertree:A2023ReductionActionReductionPlanMember2023-03-242024-06-300001434621tree:A2023ReductionActionReductionPlanMember2023-03-240001434621tree:A2023ReductionActionReductionPlanMemberus-gaap:EmployeeSeveranceMember2023-03-240001434621tree:NonCashCompensationMembertree:A2023ReductionActionReductionPlanMember2023-03-240001434621tree:A2023ReductionActionReductionPlanMember2023-01-012023-03-310001434621tree:A2023ReductionActionReductionPlanMember2023-04-012023-06-300001434621tree:A2022ReductionActionMember2022-01-012022-03-310001434621tree:A2022ReductionActionMember2022-04-012022-06-300001434621tree:A2022ReductionActionMember2022-10-012022-12-310001434621tree:A2022ReductionActionMember2022-01-012022-09-300001434621tree:Q32023RestructuringMemberus-gaap:EmployeeSeveranceMember2022-12-310001434621tree:Q32023RestructuringMemberus-gaap:EmployeeSeveranceMember2023-01-012023-09-300001434621tree:NonCashCompensationMembertree:Q32023RestructuringMember2022-12-310001434621tree:NonCashCompensationMembertree:Q32023RestructuringMember2023-01-012023-09-300001434621tree:NonCashCompensationMembertree:Q32023RestructuringMember2023-09-300001434621tree:OvationClosureMemberus-gaap:EmployeeSeveranceMember2022-12-310001434621tree:OvationClosureMemberus-gaap:EmployeeSeveranceMember2023-01-012023-09-300001434621tree:OvationClosureMemberus-gaap:EmployeeSeveranceMember2023-09-300001434621tree:A2023ReductionActionReductionPlanMemberus-gaap:EmployeeSeveranceMember2022-12-310001434621tree:A2023ReductionActionReductionPlanMemberus-gaap:EmployeeSeveranceMember2023-01-012023-09-300001434621tree:A2023ReductionActionReductionPlanMemberus-gaap:EmployeeSeveranceMember2023-09-300001434621tree:NonCashCompensationMembertree:A2023ReductionActionReductionPlanMember2022-12-310001434621tree:NonCashCompensationMembertree:A2023ReductionActionReductionPlanMember2023-01-012023-09-300001434621tree:NonCashCompensationMembertree:A2023ReductionActionReductionPlanMember2023-09-300001434621tree:A2022ReductionActionMemberus-gaap:EmployeeSeveranceMember2022-12-310001434621tree:A2022ReductionActionMemberus-gaap:EmployeeSeveranceMember2023-01-012023-09-300001434621tree:A2022ReductionActionMemberus-gaap:EmployeeSeveranceMember2023-09-300001434621tree:A2022And2023ReductionActionMember2022-12-310001434621tree:A2022And2023ReductionActionMember2023-01-012023-09-300001434621tree:A2022And2023ReductionActionMember2023-09-30
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q 
 
☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended September 30, 2023
or 
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                 
Commission File No. 001-34063 
 
ltlogogradient.jpg
LendingTree, Inc.
(Exact name of Registrant as specified in its charter)
Delaware
26-2414818
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
 1415 Vantage Park Dr., Suite 700, Charlotte, North Carolina 28203
(Address of principal executive offices)(Zip Code)
(704) 541-5351
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, $0.01 par value per share TREE The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  ☒  No  ☐ 
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes  ☒  No  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer☐
Accelerated filer
☒
Non-accelerated filer
☐
Smaller reporting company
☐
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes  ☐  No  ☒ 
As of October 27, 2023, there were 13,002,786 shares of the registrant's common stock, par value $0.01 per share, outstanding, excluding treasury shares.



TABLE OF CONTENTS


2

PART I—FINANCIAL INFORMATION

Item 1.  Financial Statements 

LENDINGTREE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(Unaudited) 
 Three Months Ended
September 30,		Nine Months Ended
September 30,
 2023202220232022
 (in thousands, except per share amounts)
Revenue$155,188 $237,836 $538,149 $782,937 
Costs and expenses:    
Cost of revenue (exclusive of depreciation and amortization shown separately below)
7,570 14,105 30,632 44,240 
Selling and marketing expense97,244 176,875 350,420 565,569 
General and administrative expense26,380 39,540 92,223 115,808 
Product development10,840 14,043 36,096 42,413 
Depreciation4,760 5,274 14,239 15,024 
Amortization of intangibles1,981 6,582 6,012 21,574 
Goodwill impairment38,600 — 38,600 — 
Restructuring and severance1,955 — 9,967 3,760 
Litigation settlements and contingencies(150)(7)350 (41)
Total costs and expenses189,180 256,412 578,539 808,347 
Operating loss(33,992)(18,576)(40,390)(25,410)
Other income (expense), net:    
Interest (expense) income, net(7,097)(5,720)10,992 (19,990)
Other (expense) income(110,910)1,523 (108,637)1,806 
Loss before income taxes(151,999)(22,773)(138,035)(43,594)
Income tax benefit (expense)3,534 (135,911)2,912 (133,954)
Net loss and comprehensive loss$(148,465)$(158,684)$(135,123)$(177,548)
Weighted average shares outstanding:
Basic12,993 12,758 12,919 12,794 
Diluted12,993 12,758 12,919 12,794 
Net loss per share:  
Basic$(11.43)$(12.44)$(10.46)$(13.88)
Diluted$(11.43)$(12.44)$(10.46)$(13.88)
 
The accompanying notes to consolidated financial statements are an integral part of these statements.
3
LENDINGTREE, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
 (Unaudited) 
 September 30,
2023		December 31,
2022
 (in thousands, except par value and share amounts)
ASSETS:  
Cash and cash equivalents$175,580 $298,845 
Restricted cash and cash equivalents3 124 
Accounts receivable (net of allowance of $2,449 and $2,317, respectively)
64,334 83,060 
Prepaid and other current assets26,959 26,250 
Assets held for sale (Note 7)
— 5,689 
Total current assets266,876 413,968 
Property and equipment (net of accumulated depreciation of $37,116 and $33,851, respectively)
54,199 59,160 
Operating lease right-of-use assets63,565 67,050 
Goodwill381,539 420,139 
Intangible assets, net52,302 58,315 
Equity investments60,076 174,580 
Other non-current assets6,426 6,101 
Total assets$884,983 $1,199,313 
LIABILITIES:  
Current portion of long-term debt$2,500 $2,500 
Accounts payable, trade1,560 2,030 
Accrued expenses and other current liabilities66,986 75,095 
Liabilities held for sale (Note 7)
— 2,909 
Total current liabilities71,046 82,534 
Long-term debt625,749 813,516 
Operating lease liabilities82,822 88,232 
Deferred income tax liabilities2,494 6,783 
Other non-current liabilities253 308 
Total liabilities782,364 991,373 
Commitments and contingencies (Note 14)
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; 16,357,312 and 16,167,184 shares issued, respectively, and 13,001,846 and 12,811,718 shares outstanding, respectively
164 162 
Additional paid-in capital1,219,055 1,189,255 
Accumulated deficit(850,422)(715,299)
Treasury stock; 3,355,466 and 3,355,466 shares, respectively
(266,178)(266,178)
Total shareholders' equity102,619 207,940 
Total liabilities and shareholders' equity$884,983 $1,199,313 
 
The accompanying notes to consolidated financial statements are an integral part of these statements.
4
LENDINGTREE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(Unaudited)
 
  Common Stock Treasury Stock
 TotalNumber
of Shares		AmountAdditional
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 income13,457 — — — 13,457 — — 
Non-cash compensation11,274 — — 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)— — — 
Other1 — — 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 compensation10,199 — — 10,199 — — — 
Issuance of common stock for stock options, employee stock purchase plan, restricted stock awards and restricted stock units, net of withholding taxes652 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 compensation9,854 — — 9,854 — — — 
Issuance of common stock for stock options, restricted stock awards and restricted stock units, net of withholding taxes and cancellations(485)33 1 (486)— — — 
Balance as of September 30, 2023$102,619 16,357 $164 $1,219,055 $(850,422)3,355 $(266,178)

5
  Common Stock Treasury Stock
 TotalNumber
of Shares		AmountAdditional
Paid-in
Capital		Accumulated
Deficit		Number
of Shares		Amount
 (in thousands)
Balance as of December 31, 2021$447,992 16,071 $161 $1,242,794 $(571,794)2,976 $(223,169)
Net loss and comprehensive loss(10,826)— — — (10,826)— — 
Non-cash compensation15,080 — — 15,080 — — — 
Purchase of treasury stock(43,009)— — — — 379 (43,009)
Issuance of common stock for stock options, restricted stock awards and restricted stock units, net of withholding taxes(3,086)49 — (3,086)— — — 
Cumulative effect adjustment due to ASU 2020-06(65,303)— — (109,750)44,447 — — 
Balance as of March 31, 2022$340,848 16,120$161 $1,145,038 $(538,173)3,355$(266,178)
Net loss and comprehensive loss(8,038)— — — (8,038)— — 
Non-cash compensation17,335 — — 17,335 — — — 
Issuance of common stock for stock options, restricted stock awards and restricted stock units, net of withholding taxes341 21 — 341 — — — 
Balance as of June 30, 2022$350,486 16,141 $161 $1,162,714 $(546,211)3,355 $(266,178)
Net loss and comprehensive loss(158,684)— — — (158,684)— — 
Non-cash compensation15,575 — — 15,575 — — — 
Issuance of common stock for stock options, restricted stock awards and restricted stock units, net of withholding taxes(880)(1)— (880)— — — 
Balance as of September 30, 2022$206,497 16,140 $161 $1,177,409 $(704,895)3,355 $(266,178)
 
The accompanying notes to consolidated financial statements are an integral part of these statements.
6
LENDINGTREE, INC. AND SUBSIDIARIES
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (Unaudited)
 Nine Months Ended
September 30,
 20232022
 (in thousands)
Cash flows from operating activities:  
Net loss and comprehensive loss$(135,123)$(177,548)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Loss on impairments and disposal of assets5,255 4,261 
Amortization of intangibles6,012 21,574 
Depreciation14,239 15,024 
Non-cash compensation expense31,327 47,990 
Deferred income taxes(4,289)133,943 
Bad debt expense1,803 2,708 
Amortization of debt issuance costs3,473 5,443 
Write-off of previously-capitalized debt issuance costs2,373 — 
Amortization of debt discount— 1,475 
Reduction in carrying amount of ROU asset, offset by change in operating lease liabilities(3,118)(890)
Gain on settlement of convertible debt(34,308)— 
Loss on impairment of investments114,504 — 
Loss on impairment of goodwill38,600 — 
Changes in current assets and liabilities:
Accounts receivable18,276 (1,380)
Prepaid and other current assets(525)(6,271)
Accounts payable, accrued expenses and other current liabilities(11,878)(19,149)
Income taxes receivable1,115 (389)
Other, net(1,044)(469)
Net cash provided by operating activities46,692 26,322 
Cash flows from investing activities:
Capital expenditures(9,928)(8,970)
Equity investments— (16,440)
Net cash used in investing activities(9,928)(25,410)
Cash flows from financing activities:
Proceeds from term loan— 250,000 
Repayment of term loan(1,250)(625)
Payments related to net-share settlement of stock-based compensation, net of proceeds from exercise of stock options(1,527)(3,292)
Purchase of treasury stock— (43,009)
Repurchase of 0.50% Convertible Senior Notes
(156,294)— 
Repayment of 0.625% Convertible Senior Notes
— (169,659)
Payment of debt costs(1,079)(4)
Net cash (used in) provided by financing activities(160,150)33,411 
Net (decrease) increase in cash, cash equivalents, restricted cash and restricted cash equivalents(123,386)34,323 
Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of period298,969 251,342 
Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period$175,583 $285,665 
 
The accompanying notes to consolidated financial statements are an integral part of these statements.
7

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, 2023 and for the three and nine months ended September 30, 2023 and 2022, 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, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023, or any other period. The accompanying consolidated balance sheet as of December 31, 2022 was derived from audited financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 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 2022 Annual Report. The Company reclassified certain amounts in the prior year consolidated statements of operations and comprehensive income and consolidated statement of cash flows to be consistent with the current year presentation.
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
8

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 credit card fraud.
Financial instruments, which potentially subject the Company to concentration of credit risk at September 30, 2023, consist primarily of cash and cash equivalents and accounts receivable, as disclosed in the consolidated balance sheet. Cash and cash equivalents are in excess of Federal Deposit Insurance Corporation insurance limits, but are maintained with quality financial institutions of high credit. The Company requires certain Network Partners to maintain security deposits with the Company, which, in the event of non-payment, would be applied against any accounts receivable outstanding.
Due to the nature of the mortgage lending industry, interest rate fluctuations may negatively impact future revenue from the Company's marketplace.
Lenders and lead purchasers participating on the Company's marketplace can offer their products directly to consumers through brokers, mass marketing campaigns or through other traditional methods of credit distribution. These lenders and lead purchasers can also offer their products online, either directly to prospective borrowers, through one or more online competitors, or both. If a significant number of potential consumers are able to obtain loans and other products from Network Partners without utilizing the Company's services, the Company's ability to generate revenue may be limited. Because the Company does not have exclusive relationships with the Network Partners whose loans and other financial products are offered on its online marketplace, consumers may obtain offers from these Network Partners without using its service.
Other than a support services office in India, the Company's operations are geographically limited to and dependent upon the economic condition of the United States.
Litigation Settlements and Contingencies
Litigation settlements and contingencies consists of expenses related to actual or anticipated litigation settlements.
Recently Adopted Accounting Pronouncements
In August 2020, the Financial Accounting Standards Board issued Accounting Standards Update ("ASU") 2020-06, which simplifies the accounting for convertible instruments, amends the derivatives scope exception guidance for contracts in an entity’s own equity, and amends the related earnings-per-share guidance. Under the new guidance, the embedded conversion features are no longer separated from the host contract for convertible instruments with conversion features that are not required to be accounted for as derivatives under Topic 815, or that do not result in substantial premiums accounted for as paid-in capital. As a result, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost, as long as no other features require bifurcation and recognition as derivatives. The Company adopted ASU 2020-06 on January 1, 2022 using the modified retrospective transition approach and recognized the cumulative effect of initially applying ASU 2020-06 as a $44.4 million adjustment to the opening balance of accumulated deficit, comprised of $60.8 million for the interest adjustment, net of $16.4 million for the related tax impacts. The recombination of the equity conversion component of the Company's convertible debt remaining outstanding caused a reduction in additional paid-in capital and an increase in deferred income tax assets. The removal of the remaining debt discounts recorded for this previous separation had the effect of increasing our net debt balance. ASU 2020-06 also requires the dilutive impact of convertible debt instruments to utilize the if-converted method when calculating diluted earnings per share and the result is more dilutive. The adoption of ASU 2020-06 did not impact the Company's cash flows or compliance with debt covenants.
Recently Issued Accounting Pronouncements
The Company has considered the applicability of recently issued accounting pronouncements by the Financial Accounting Standards Board and have determined that they are either not applicable or are not expected to have a material impact on the Company's consolidated financial statements.
9

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,
2023202220232022
Home$33,390 $64,927 $118,628 $240,809 
Credit cards14,571 24,298 53,942 81,426 
Personal loans26,524 37,701 78,260 115,209 
Other Consumer26,158 40,662 97,237 113,238 
Total Consumer67,253 102,661 229,439 309,873 
Insurance54,536 70,231 190,016 232,025 
Other9 17 66 230 
Total revenue$155,188 $237,836 $538,149 $782,937 
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 will remain a customer and receive services. Subscription fees were recognized over the period a consumer is receiving services. As of the second quarter of 2023, the Company discontinued providing its credit services product to consumers and no longer receives upfront and 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 $13.7 million and $12.2 million at September 30, 2023 and December 31, 2022, respectively.
10

LENDINGTREE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The contract liability recorded within accrued expenses and other current liabilities on the consolidated balance sheet related to upfront fees paid by consumers was $0.9 million at December 31, 2022. 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. During the first nine months of 2022, the Company recognized revenue of $0.8 million that was included in the contract liability balance at December 31, 2021.
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 a decrease of $0.1 million in the third quarter of 2023, and there was an increase of $0.1 million in the third quarter of 2022.
NOTE 4—CASH AND RESTRICTED CASH
Total cash, cash equivalents, restricted cash and restricted cash equivalents consist of the following (in thousands):
September 30,
2023		December 31,
2022
Cash and cash equivalents$175,580 $298,845 
Restricted cash and cash equivalents3 124 
Total cash, cash equivalents, restricted cash and restricted cash equivalents$175,583 $298,969 
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,
 2023202220232022
Balance, beginning of the period$2,609 $2,300 $2,317 $1,456 
Charges to earnings(91)679 1,803 2,708 
Write-off of uncollectible accounts receivable(102)(623)(2,075)(1,808)
Recoveries collected33 — 33 — 
Assets held for sale (Note 7)
— — 371 — 
Balance, end of the period$2,449 $2,356 $2,449 $2,356 
11

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,
2023		December 31,
2022
Goodwill$903,227 $903,227 
Accumulated impairment losses(521,688)(483,088)
Net goodwill$381,539 $420,139 
Intangible assets with indefinite lives$10,142 $10,142 
Intangible assets with definite lives, net42,160 48,173 
Total intangible assets, net$52,302 $58,315 
Goodwill and Indefinite-Lived Intangible Assets
The Company's goodwill at September 30, 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’s market capitalization declined significantly compared to the second quarter of 2023. The closing stock price on September 29, 2023 was $15.50 reflecting a market capitalization below the Company's book value. In addition, the effects of the challenging interest rate environment, low for-sale home inventories and the rise in home prices in the Home reporting unit and consumer price inflation negatively impacting carrier underwriting in the Insurance reporting unit continue to provide revenue headwinds. Based on these factors, it was concluded that a triggering event had occurred, and an interim quantitative impairment test was performed as of September 30, 2023. Upon completing the 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. The fair value of the Home and Consumer reporting units exceeded their carrying amounts, indicating no goodwill impairment. The fair values of each reporting unit were determined using a combination of the income approach and the market approach valuation methodologies.

The Company will continue to monitor the recovery of the Insurance and Home reporting units. Changes in the timing of the recovery compared to current expectations could cause an impairment to the Home reporting unit or further impairment to the Insurance 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):
 CostAccumulated
Amortization		Net
Customer lists77,300 (35,357)41,943 
Trademarks and tradenames9,100 (8,883)217 
Balance at September 30, 2023$86,400 $(44,240)$42,160 
 CostAccumulated
Amortization		Net
Customer lists$77,300 $(30,775)$46,525 
Trademarks and tradenames10,100 (8,452)1,648 
Balance at December 31, 2022$87,400 $(39,227)$48,173 
12

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, 2023, future amortization is estimated to be as follows (in thousands):
 Amortization Expense
Remainder of current year$1,682 
Year ending December 31, 20245,889 
Year ending December 31, 20255,830 
Year ending December 31, 20265,504 
Year ending December 31, 20275,198 
Thereafter18,057 
Total intangible assets with definite lives, net$42,160 
See Note 7—Assets and Liabilities Held for Sale for intangible assets with definite lives classified as held for sale.
NOTE 7—ASSETS AND LIABILITIES HELD FOR SALE
In the fourth quarter of 2022, the Company approved a plan to sell its Ovation credit services business, an asset group associated with the Company's Consumer segment. The asset group was expected to be sold in 2023 to an unrelated third party and is classified, at its carrying value, as current assets held for sale and current liabilities held for sale in the consolidated balance sheet as of December 31, 2022.
In the first quarter of 2023, the third party withdrew the letter of intent to purchase the asset group held for sale. The Company made the decision to close the Ovation credit services business. As a result, 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 carrying value of the accounts receivable, prepaid and other assets, and other non-current assets previously held for sale, and the liabilities previously held for sale approximate their fair value and were no longer classified as assets and liabilities held for sale in the consolidated balance sheet as of March 31, 2023.
The following table presents information related to the major classes of assets and liabilities that were classified as held for sale (in thousands):
December 31, 2022
Accounts receivable, net of allowance$1,353 
Prepaid and other current assets79 
Property and equipment, net of accumulated depreciation of $1,102
1,665 
Operating lease right-of-use assets436 
Intangible assets, net of accumulated amortization of $3,857
2,143 
Other non-current assets13 
Total assets held for sale$5,689 
Accounts payable, trade$253 
Accrued expenses and other current liabilities2,551 
Operating lease liabilities105 
Total liabilities held for sale$2,909 
13

LENDINGTREE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 8—EQUITY INVESTMENT
The investments in equity securities do not have a readily determinable fair value and, upon their acquisition, the Company elected the measurement alternative to value its securities. The equity securities 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 with any gains or losses recorded to the consolidated statement of operations and comprehensive income.

In the third quarter of 2023, the Company determined there was an impairment indicator related to one of its investments in equity securities 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.
The impairments are included within other income on the consolidated statement of operations and comprehensive income. As of December 31, 2022, there had been no impairments to the acquisition cost of the equity securities.
NOTE 9—ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
Accrued expenses and other current liabilities consist of the following (in thousands):
 September 30,
2023		December 31,
2022
Accrued advertising expense$27,696 $37,703 
Accrued compensation and benefits10,693 11,444 
Accrued professional fees1,014 1,393 
Customer deposits and escrows7,282 7,273 
Contribution to LendingTree Foundation— 500 
Current lease liabilities8,442 8,513 
Accrued restructuring and severance2,002 304 
Other9,857 7,965 
Total accrued expenses and other current liabilities$66,986 $75,095 
See Note 7—Assets and Liabilities Held for Sale for accrued expenses and other current liabilities classified as held for sale.
NOTE 10—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,
 2023202220232022
Weighted average basic common shares12,993 12,758 12,919 12,794 
Effect of stock options— — — — 
Effect of dilutive share awards— — — — 
Weighted average diluted common shares12,993 12,758 12,919 12,794 
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
14

LENDINGTREE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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 third quarter and first nine months of 2022, 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 0.1 million and 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 2022, respectively, because their inclusion would have been anti-dilutive. For the third quarter of 2022, the weighted average shares that were anti-dilutive, and therefore excluded from the calculation of diluted income per share, included options to purchase 1.0 million shares of common stock and 0.5 million restricted stock units. For the first nine months of 2022, the weighted average shares that were anti-dilutive, and therefore excluded from the calculation of diluted income per share, included options to purchase 1.0 million and 0.4 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 13—Debt for additional information. On January 1, 2022, the Company adopted ASU 2020-06 using the modified retrospective method. Following the adoption, the if-converted method is used for diluted net income per share calculation of our convertible notes. Prior to the adoption of ASU 2020-06 the dilutive impact of the convertible notes was calculated using the treasury stock method. See Note 2—Significant Accounting Policies for additional information.
Approximately 0.8 million and 1.2 million shares related to the potentially dilutive shares of the Company's common stock associated with the 0.50% Convertible Senior Notes due July 15, 2025 were excluded from the calculation of diluted loss (income) per share for the third quarter and first nine months of 2023, respectively, because their inclusion would have been anti-dilutive. Approximately 1.2 million and 2.1 million shares related to the potentially dilutive shares of the Company's common stock associated with the 0.50% Convertible Senior Notes due July 15, 2025 and the 0.625% Convertible Senior Notes due June 1, 2022 were excluded from the calculation of diluted loss per share for the third quarter and first nine months of 2022, respectively, because their inclusion would have been anti-dilutive. Shares of the Company's stock associated with the warrants issued by the Company in 2020 were excluded from the calculation of diluted loss per share for the third quarter and first nine months of 2023, and shares of the Company's stock associated with the warrants issued by the Company in 2017 and 2020 were excluded from the calculation of diluted loss per share for the third quarter and first nine months of 2022 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.
Common Stock Repurchases
In each of February 2018 and February 2019, the board of directors authorized and the Company announced the repurchase of up to $100.0 million and $150.0 million, respectively, of LendingTree's common stock. During the first nine months of 2023, the Company did not repurchase shares of its common stock. During the first nine months of 2022, the Company repurchased 379,895 shares of its common stock pursuant to the stock repurchase program. At September 30, 2023, approximately $96.7 million of the previous authorizations to repurchase common stock remain available.
NOTE 11—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,
 2023202220232022
Cost of revenue$66 $417 $311 $1,252 
Selling and marketing expense1,127 2,198 4,207 6,522 
General and administrative expense5,828 11,212 19,721 32,685 
Product development1,571 1,748 4,760 6,448 
Restructuring and severance1,262 — 2,328 1,083 
Total non-cash compensation$9,854 $15,575 $31,327 $47,990 
15

LENDINGTREE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Stock Options
A summary of changes in outstanding stock options is as follows:
 Number of OptionsWeighted
Average
Exercise
Price		Weighted
Average
Remaining
Contractual
Term
Aggregate
Intrinsic
Value(a)
  (per option)(in years)(in thousands)
Options outstanding at January 1, 2023805,079 $155.10 
Granted— — 
Exercised— — 
Forfeited(14,833)124.26 
Expired(51,042)227.94 
Options outstanding at September 30, 2023739,204 150.69 4.02$— 
Options exercisable at September 30, 2023579,316 $129.61 3.05$— 
(a)The aggregate intrinsic value represents the total pre-tax intrinsic value (the difference between the Company's closing stock price of $15.50 on the last trading day of the quarter ended September 30, 2023 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, 2023. 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 ConditionsWeighted
Average
Exercise
Price		Weighted
Average
Remaining
Contractual
Term
Aggregate
Intrinsic
Value(a)
  (per option)(in years)(in thousands)
Options outstanding at January 1, 2023734,685 $230.79 
Granted— — 
Exercised— — 
Forfeited— — 
Expired(16,247)308.96 
Options outstanding at September 30, 2023718,438 229.02 4.93$— 
Options exercisable at September 30, 2023481,669 $195.10 3.85$— 
(a)The aggregate intrinsic value represents the total pre-tax intrinsic value (the difference between the Company's closing stock price of $15.50 on the last trading day of the quarter ended September 30, 2023 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, 2023. The intrinsic value changes based on the market value of the Company's common stock.
As of September 30, 2023, a maximum of 395,404 shares may be earned for achieving superior performance up to 167% of the remaining unvested target number of shares. As of September 30, 2023, no additional performance-based nonqualified stock options with a market condition had been earned.
16

LENDINGTREE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Restricted Stock Units
A summary of changes in outstanding nonvested restricted stock units (“RSUs”) is as follows:
 RSUs
 Number of UnitsWeighted Average Grant Date Fair Value
(per unit)
Nonvested at January 1, 2023485,053 $127.46 
Granted390,338 31.74 
Vested(228,262)131.92 
Forfeited(138,290)72.31 
Nonvested at September 30, 2023508,839 $67.03 
Restricted Stock Units with Performance Conditions
A summary of changes in outstanding nonvested RSUs with performance conditions is as follows:
 RSUs with Performance Conditions
 Number of UnitsWeighted Average Grant Date Fair Value
(per unit)
Nonvested at January 1, 202316,000 $83.25 
Granted— — 
Vested— — 
Forfeited(16,000)83.25 
Nonvested at September 30, 2023— $— 
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, 2023, 190,277 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, 2023, 36,536 shares were issued under the ESPP.
During the nine months ended September 30, 2023 and 2022, the Company granted employee stock purchase rights to certain employees with a grant date fair value per share of $8.53 and $20.96, 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,
20232022
Expected term (1)
0.50 years0.50 years
Expected dividend (2)
— — 
Expected volatility (3)
82 %
49 - 73%
Risk-free interest rate (4)
4.76 - 5.50%
0.19 - 2.51%
(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.
17

LENDINGTREE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(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 12—INCOME TAXES
 Three Months Ended
September 30,		Nine Months Ended
September 30,
 2023202220232022
(in thousands, except percentages)
Income tax benefit (expense)$3,534 $(135,911)$2,912 $(133,954)
Effective tax rate2.3 %(596.8)%2.1 %(307.3)%
For 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. For the third quarter and first nine months of 2022, the effective tax rate varied from the federal statutory rate of 21% primarily due to expense of $139.7 million to record a full valuation allowance against the Company's net deferred tax assets, excess tax expense of $1.8 million and $4.7 million, respectively, resulting from vesting of restricted stock in accordance with ASU 2016-09 and the effect of state taxes.
The Company has a valuation allowance against the net deferred tax assets, with the exception of the net deferred tax liabilities that result from indefinite-life intangibles. At September 30, 2022, the Company recorded a net deferred tax asset of zero as the cumulative net deferred tax asset had a full valuation on it and there was not enough positive evidence that would warrant recognizing the benefit of the net deferred tax asset. In addition, the net indefinite lived deferred tax items were determined to be a net liability resulting in the recognition of a deferred tax liability.
 Three Months Ended
September 30,		Nine Months Ended
September 30,
 2023202220232022
(in thousands)
Income tax benefit - excluding excess tax expense on stock compensation$3,534 $5,511 $2,912 $10,374 
Income tax expense from valuation allowance— (139,670)— (139,670)
Excess tax expense on stock compensation— (1,752)— (4,658)
Income tax benefit (expense)$3,534 $(135,911)$2,912 $(133,954)
NOTE 13—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).
On March 8, 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 first quarter of 2023, the Company recognized a gain on the extinguishment of debt of $34.3 million, a loss on the write-off of unamortized debt issuance costs of $2.4 million and incurred
18

LENDINGTREE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

debt repayment costs of $1.0 million, all of which are included in interest income/expense, 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, 2023 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, 2023, 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 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. In the first nine months of 2022, the Company recorded interest expense on the 2025 Notes of $4.4 million which consisted of $2.1 million associated with the 0.50% coupon rate and $2.3 million associated with the amortization of the debt issuance costs.
As of September 30, 2023, the fair value of the 2025 Notes is estimated to be approximately $306.6 million using the Level 1 observable input of the last quoted market price on September 30, 2023.
A summary of the gross carrying amount, debt issuance costs, and net carrying value of the 2025 Notes, all of which is recorded as a non-current liability in the September 30, 2023 consolidated balance sheet, are as follows (in thousands):
 September 30,
2023		December 31,
2022
Gross carrying amount$384,398 $575,000 
Debt issuance costs3,649 7,734 
Net carrying amount$380,749 $567,266 
2022 Notes
On May 31, 2017, the Company issued $300.0 million aggregate principal amount of its 0.625% Convertible Senior Notes due June 1, 2022 (the "2022 Notes") in a private placement. In the first nine months of 2022, the Company recorded interest expense on the 2022 Notes of $0.8 million which consisted of $0.4 million associated with the 0.625% coupon rate and $0.4 million associated with the amortization of the debt issuance costs. The 2022 Notes were fully settled in June 2022.
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 March 8, 2023 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 a portion of these call spread transactions effective March 8, 2023 in notional amounts corresponding to the principal amount of the 2025 Notes repurchased.
19

LENDINGTREE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Subsequent to such termination, the outstanding portion of the 2020 Hedge covers 0.8 million shares of the Company's common stock and 2020 Warrants to acquire 0.8 million shares of the Company's common stock remain outstanding.
Credit Facility
On September 15, 2021, the Company entered into a credit agreement (the “Credit Agreement”), consisting of a $200.0 million revolving credit facility (the “Revolving Facility”), which matures on September 15, 2026, and a $250.0 million delayed draw term loan facility (the “Term Loan Facility” and together with the Revolving Facility, the “Credit Facility”), which matures on September 15, 2028.
As of September 30, 2023, the Company had $247.5 million of borrowings outstanding under the Term Loan Facility bearing interest at the SOFR option rate of 9.2% and had no borrowings under the Revolving Facility. As of December 31, 2022, the Company had $248.8 million of borrowings outstanding under the Credit Facility and no borrowings under the Revolving Facility. As of September 30, 2023, borrowings of $2.5 million under the Term Loan Facility are recorded as current portion of long-term debt on the consolidated balance sheet.
At each of September 30, 2023 and December 31, 2022, 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, 2023.
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 Term Loan Facility 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.
In the first nine months of 2022, 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 2022, the Company recorded interest expense related to the Term Loan Facility of $13.5 million which consisted of $4.9 million associated with borrowings bearing interest at the LIBO rate, $5.1 million in unused commitment fees, $2.0 million associated with the amortization of the debt issuance costs, and $1.5 million associated with the amortization of the original issue discount.
NOTE 14—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 14, 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, 2023 and December 31, 2022, the Company had litigation settlement accruals of $0.6 million and $0.1 million, respectively. The litigation settlement accruals relate to litigation matters that were either settled or a firm offer for settlement was extended, thereby establishing an accrual amount that is both probable and reasonably estimable.
NOTE 15—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, 2023. See Note 13—Debt for additional information on the convertible notes and warrants.
20

LENDINGTREE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 16—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 Company ceased offering reverse mortgage loans in the fourth quarter of 2022. 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.
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, 2023
HomeConsumerInsuranceOtherTotal
(in thousands)
Revenue$33,390 $67,253 $54,536 $9 $155,188 
Segment marketing expense22,095 32,826 31,177 21 86,119 
Segment profit (loss)11,295 34,427 23,359 (12)69,069 
Cost of revenue7,570 
Brand and other marketing expense11,125 
General and administrative expense26,380 
Product development10,840 
Depreciation4,760 
Amortization of intangibles1,981 
Goodwill impairment38,600 
Restructuring and severance1,955 
Litigation settlements and contingencies(150)
Operating loss(33,992)
Interest expense, net(7,097)
Other expense(110,910)
Loss before income taxes$(151,999)
21

LENDINGTREE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Three Months Ended September 30, 2022
HomeConsumerInsuranceOtherTotal
(in thousands)
Revenue$64,927 $102,661 $70,231 $17 $237,836 
Segment marketing expense40,810 56,868 47,663 228 145,569 
Segment profit (loss)24,117 45,793 22,568 (211)92,267 
Cost of revenue14,105 
Brand and other marketing expense31,306 
General and administrative expense39,540 
Product development14,043 
Depreciation5,274 
Amortization of intangibles6,582 
Restructuring and severance— 
Litigation settlements and contingencies(7)
Operating loss(18,576)
Interest expense, net(5,720)
Other income1,523 
Loss before income taxes$(22,773)

Nine Months Ended September 30, 2023
HomeConsumerInsuranceOtherTotal
(in thousands)
Revenue$118,628 $229,439 $190,016 $66 $538,149 
Segment marketing expense78,878 119,466 111,754 516 310,614 
Segment profit (loss)39,750 109,973 78,262 (450)227,535 
Cost of revenue30,632 
Brand and other marketing expense39,806 
General and administrative expense92,223 
Product development36,096 
Depreciation14,239 
Amortization of intangibles6,012 
Goodwill impairment38,600 
Restructuring and severance9,967 
Litigation settlements and contingencies350 
Operating loss(40,390)
Interest income, net10,992 
Other expense(108,637)
Loss before income taxes$(138,035)
22

LENDINGTREE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Nine Months Ended September 30, 2022
HomeConsumerInsuranceOtherTotal
(in thousands)
Revenue$240,809 $309,873 $232,025 $230 $782,937 
Segment marketing expense154,043 176,985 165,770 643 497,441 
Segment profit (loss)86,766 132,888 66,255 (413)285,496 
Cost of revenue44,240 
Brand and other marketing expense68,128 
General and administrative expense115,808 
Product development42,413 
Depreciation15,024 
Amortization of intangibles21,574 
Restructuring and severance3,760 
Litigation settlements and contingencies(41)
Operating loss(25,410)
Interest expense, net(19,990)
Other income1,806 
Loss before income taxes$(43,594)
NOTE 17—RESTRUCTURING ACTIVITIES
During September 2023, the Company completed workforce reductions of approximately 12 employees. The Company estimates that it will incur 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 for the accelerated vesting of certain equity awards of approximately $0.2 million through the fourth quarter of 2023. The cash payments are expected to be substantially 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 includes the elimination of approximately 197 employees, or 18%, of the Company's current 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. The Ovation Closure, including cash payments, is expected to be completed by 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 includes the elimination of approximately 162 employees, or 13%, of the Company’s current workforce. As a result of the Reduction Plan, the Company estimates that it will incur 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 has 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, is expected to be substantially completed by the end of the second quarter of 2024.
23

LENDINGTREE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

During 2022, the Company completed workforce reductions in each of the first, second, and fourth quarters of approximately 75 employees, 25 employees, and 50 employees, respectively. In the first nine months of 2022, the Company incurred total expense of $3.8 million consisting of employee separation costs of $2.7 million and non-cash compensation expense of $1.1 million due to the accelerated vesting of certain equity awards. All employee separation costs for 2022 actions are expected to be paid by the fourth quarter of 2023.
Accrued Balance at December 31, 2022
Income Statement ImpactPaymentsNon-Cash
Accrued Balance at September 30, 2023
Q3 2023 action
Employee separation payments$— $654 $(36)$— $618 
Non-cash compensation— 28