LENDINGTREE, INC. - 10-K - Management's Discussion and Analysis of Financial Condition and Results of Operations - Insurance News | InsuranceNewsNet

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February 28, 2023 Newswires
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LENDINGTREE, INC. – 10-K – Management's Discussion and Analysis of Financial Condition and Results of Operations

Edgar Glimpses
The following Management's Discussion and Analysis of Financial Condition and
Results of Operations should be read in conjunction with our consolidated
financial statements and accompanying notes included elsewhere within this
report. This discussion includes both historical information and forward-looking
information that involves risks, uncertainties and assumptions. Our actual
results may differ materially from management's expectations as a result of
various factors, including but not limited to those discussed in the sections
entitled "Risk Factors" and "Cautionary Statement Regarding Forward-Looking
Information."

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.

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, auto loans, credit cards, deposit accounts,
personal loans, student loans, small business loans, insurance quotes, sales of
insurance policies 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(s) 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 MyLendingTree platform offers a personalized comparison-shopping experience
by providing free credit scores and credit score analysis. This platform enables
us to monitor 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.

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 by
leveraging the widespread recognition of the LendingTree brand.

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 Network
Partners 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 (loss) 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


We continue to monitor the impact of the COVID-19 pandemic, government actions
and measures taken to prevent its spread, and the potential to affect our
operations. We are also monitoring the current global economic environment,
specifically including inflationary pressures and interest rates, and any
resulting impacts on our financial position and results of operations. Refer to
Item 1A. "Risk Factors" for additional information.

Of our three reportable segments, the Consumer segment was impacted the most as
unsecured credit and the flow of capital in certain areas of the market
contracted. 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 was negatively impacted during the COVID-19
pandemic and the macro-economic conditions that followed, our marketing expenses
generally decreased in line with revenue.

During 2022, the challenging interest rate environment and persistent
inflationary pressures have presented additional challenges for many of our
mortgage lending and insurance partners. We have seen the most significant
impact in our Home segment as mortgage rates have nearly doubled in 2022,
causing a sharp decline in refinance volumes and more recent pressure on
purchase activity. Although our Insurance segment continues to rebound from the
trough in the fourth quarter of 2021, the recovery has been slower than expected
as demand from our carrier partners remains volatile as they continue to attempt
to

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implement premium increases to offset the effect of inflation on claims. In
addition, the auto and home insurance industry was impacted in 2022 by
persistent industry headwinds, supply chain issues, rising accident severity and
frequency, and hurricane losses.

Segment Reporting

We have three reportable segments: Home, Consumer, and Insurance.

Recent Business Acquisitions & Investments

In January 2022, the Company acquired an equity interest in EarnUp for
$15.0 million. EarnUp is a consumer-first mortgage payment platform that
intelligently automates loan payment scheduling and helps consumers better
manage their money and improve their financial well-being.


In February 2020, we acquired an equity interest in Stash for $80.0 million, and
in January 2021, we acquired an additional equity interest in Stash for $1.2
million. Stash is a consumer investing and banking platform. Stash brings
together banking, investing, and financial services education into one seamless
experience offering a full suite of personal investment accounts, traditional
and Roth IRAs, custodial investment accounts, and banking services, including
checking accounts and debit cards with a Stock-Back® rewards program. In the
fourth quarter of 2021, we sold a portion of our investment in Stash for $46.3
million, realizing a gain on the sale of $27.9 million.

See Note 8-Equity Investments in the notes to the consolidated financial
statements included elsewhere in this report for additional information on the
equity interest in Stash and EarnUp.

Recent Mortgage Interest Rate Trends


Interest rate and market risks are 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 refinancings, 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 refinancing 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 steadily decreased in
2020, largely as a result of stimulus efforts in response to the COVID-19
pandemic, beginning at a monthly average of 3.62% in January 2020 and ending at
a monthly average of 2.68% in December 2020. During 2021, 30-year mortgage
interest rates steadily increased from a monthly average of 2.74% in January
2021, ending at a monthly average of 3.10% in December 2021. During 2022,
30-year mortgage interest rates increased significantly from a monthly average
of 3.45% in January 2022, ending at a monthly average of 6.36% in December 2022.

On a full-year basis, 30-year mortgage interest rates increased to an average
5.33% in 2022, compared to 2.96% and 3.11% in 2021 and 2020, respectively.

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                    [[Image Removed: tree-20221231_g3.jpg]]

Typically, as mortgage interest rates rise, there are fewer consumers in the
marketplace seeking refinancings and, accordingly, the mix of mortgage
origination dollars will move toward purchase mortgages. According to Mortgage
Bankers Association ("MBA") data, total refinance origination dollars of total
mortgage origination dollars remained relatively consistent in 2020 and 2021,
with 60% of total 2020 mortgage origination dollars from refinance and 59% of
total 2021 mortgage origination dollars from refinance as a result of the
general trend in average mortgage interest rates. Total refinance original
dollars decreased to 30% of total mortgage origination dollars in 2022 due to
the increase in average mortgage interest rates. Total refinance origination
dollars decreased by 11% in 2021 over 2020 and 74% in 2022 over 2021.
Industry-wide mortgage origination dollars decreased by 3% in 2021 over 2020 and
49% in 2022 over 2021.

Looking forward, the MBA is projecting 30-year mortgage interest rates to
decrease in 2023 to an average 5.2%. According to MBA projections, the mix of
mortgage origination dollars is expected to continue to move towards purchase
mortgages with the refinance share representing just 24% for 2023.

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 Fannie Mae data, in 2020, existing home sales grew by 6% over 2019,
fueled by increased competition for low inventory as well as an increase in
first-time home buyers. This trend continued into 2021 with existing home sales
growing 9% over 2020. In 2022, existing home sales decreased by 17% as compared
to 2021 due to increased interest rates and limited inventory of homes. Fannie
Mae expects a 22% decrease in existing home sales in 2023 compared to 2022.

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MyLendingTree


We consider certain metrics related to MyLendingTree set forth below to help us
evaluate our business and growth trends and assess operational efficiencies. The
calculation of the metrics discussed below may differ from other similarly
titled metrics used by other companies, securities analysts or investors.

We continued to grow our user base and added 3.8 million new users in 2022,
bringing cumulative sign-ups to 24.8 million at December 31, 2022. We attribute
$123.7 million of revenue in 2022 to registered MyLendingTree members across the
LendingTree platform.

Our focus on improving the MyLendingTree experience for consumers remains a top
priority. Becoming an integrated digital advisor will greatly improve the
consumer experience, which we expect to result in higher levels of engagement
improved membership growth rates, and ultimately stronger financial results.

Convertible Senior Notes and Hedge and Warrant Transactions


On July 24, 2020, we issued $575.0 million aggregate principal amount of our
0.50% Convertible Senior Notes due July 15, 2025 and, in connection therewith,
entered into Convertible Note Hedge and Warrant transactions with respect to our
common stock.

On May 31, 2017, we issued $300.0 million aggregate principal amount of our
0.625% Convertible Senior Notes due June 1, 2022 and, in connection therewith,
entered into Convertible Note Hedge and Warrant transactions with respect to our
common stock. On July 24, 2020, a portion of the net proceeds from the issuance
of the 2025 Notes was used to repurchase approximately $130.3 million principal
amount of the 2022 Notes. A portion of the call spread transactions associated
with the 2022 Notes was also terminated on July 24, 2020 in notional amounts
corresponding to the principal amount of the 2022 Notes repurchased.

On May 31, 2022, we drew $250.0 million on the Term Loan Facility. A portion of
this was used to pay the outstanding balance of $169.7 million and interest on
our 0.625% Convertible Senior Notes that matured on June 1, 2022. The remaining
call spread transactions associated with the 2022 Notes terminated in 2022.

For more information, see Note 16-Debt, in the notes to the consolidated
financial statements included elsewhere in this report.

North Carolina Office Properties

Our new corporate office is located on approximately 176,000 square feet of
office space in Charlotte, North Carolina under an approximate 15-year lease
that commenced in the second quarter of 2021.


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 through 2029
beginning in 2017 for investing in real estate and infrastructure in addition to
increasing jobs in North Carolina at specific targeted levels through 2021, and
maintaining the jobs thereafter. We have received approximately $0.7 million
related to the December 2016 grants. If we are unable to maintain the specified
target levels, our ability to earn further reimbursements could be limited.
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 an aggregate
amount up to $8.4 million in reimbursements through 2032 beginning in 2021 for
increasing jobs in North Carolina at specific targeted levels through 2024, and
maintaining the jobs thereafter. We have currently not met the specified target
levels set forth in the December 2018 grant and may not realize any
reimbursements from this grant.
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Results of Operations for the Years ended December 31, 2022 and 2021

For information on fiscal 2020 results and similar comparisons, see Item 7.
Management's Discussion and Analysis of Financial Condition and Results of
Operations-Results of Operations for the Years ended December 31, 2021 and 2020
of our Form 10-K for the fiscal year ended December 31, 2021.

                                                               Year Ended December 31,                         2022 vs. 2021
                                                                                                            $                %
                                                              2022                   2021                 Change           Change
                                                                                   (Dollars in thousands)
Home                                                   $     289,383             $  441,738          $    (152,355)             (34) %
Consumer                                                     396,109                329,945                 66,164               20  %
Insurance                                                    299,073                326,153                (27,080)              (8) %
Other                                                            427                    663                   (236)             (36) %
Revenue                                                      984,992              1,098,499               (113,507)             (10) %
Costs and expenses:
Cost of revenue (exclusive of depreciation and
amortization shown separately below)                          57,769                 57,297                    472                1  %
Selling and marketing expense                                702,238                773,990                (71,752)              (9) %
General and administrative expense                           152,377                153,472                 (1,095)              (1) %
Product development                                           55,553                 52,865                  2,688                5  %
Depreciation                                                  20,095                 17,910                  2,185               12  %
Amortization of intangibles                                   25,306                 42,738                (17,432)             (41) %
Change in fair value of contingent consideration                   -                 (8,249)                 8,249              100  %
Restructuring and severance                                    4,428                     53                  4,375            8,255  %
Litigation settlements and contingencies                         (18)                   392                   (410)            (105) %
Total costs and expenses                                   1,017,748              1,090,468                (72,720)              (7) %
Operating (loss) income                                      (32,756)                 8,031                (40,787)            (508) %
Other (expense) income, net:
Interest expense, net                                        (26,014)               (46,867)               (20,853)             (44) %
Other income                                                   3,843                123,272               (119,429)             (97) %
(Loss) income before income taxes                            (54,927)                84,436               (139,363)            (165) %
Income tax expense                                          (133,019)               (11,298)               121,721            1,077  %
Net (loss) income from continuing operations                (187,946)                73,138               (261,084)            (357) %
Loss from discontinued operations, net of tax                     (6)                (4,023)                (4,017)            (100) %

Net (loss) income and comprehensive (loss) income $ (187,952)

     $   69,115          $    (257,067)            (372) %


Revenue

Revenue decreased in 2022 compared to 2021 due to decreases in our Home and
Insurance segments, partially offset by an increase in our Consumer segment.


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 increased $66.2 million in 2022 from 2021, or 20%,
primarily due to increases in our personal loans, small business loans products,
credit cards, and deposit accounts, partially offset by a decrease in student
loans. Many of our products in the Consumer segment experienced increases in
revenue in 2022 from 2021 due to the recovery from the impacts of the COVID-19
pandemic.

Revenue from our personal loans product increased $34.0 million, or 31%, to
$144.1 million in 2022 from $110.1 million in 2021 primarily due to an increase
in the number of consumers completing request forms.


Revenue from our credit cards product increased $6.8 million, or 7%, to
$100.2 million in 2022 from $93.4 million in 2021 primarily due to an increase
in revenue earned per click, partially offset by a decrease in the number of
clicks.

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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. Revenue from our small business loans product increased
$19.9 million in 2022 compared to 2021, due to an increase in revenue earned per
consumer, partially offset by a decrease in the number of consumers. Revenue
from our deposit accounts product increased $6.6 million in 2022 compared to
2021 due to an increase in the number of consumers and an increase in revenue
earned per consumer. Student loans decreased $6.4 million in 2022 compared to
2021, due to a decrease in the number of consumers, partially offset by an
increase in revenue earned per consumer.

Revenue from our Insurance segment decreased $27.1 million, or 8%, to
$299.1 million in 2022 from $326.2 million in 2021 primarily due to a decrease
in carrier budgets reducing the number of consumers completing request forms.
The decrease in carrier budgets was due primarily to reduced customer
acquisition activity for insurance carriers as they attempted to raise premium
rates in response to inflationary pressures on claims.

Our Home segment includes the following products: purchase mortgage, refinance
mortgage, home equity loans and lines of credit, and real estate. We ceased
offering reverse mortgage loans in the fourth quarter of 2022. Revenue from our
Home segment decreased $152.4 million, or 34%, in 2022 from 2021 primarily due
to a decrease in revenue from our refinance mortgage product, partially offset
by increases in our home equity loans and purchase mortgage products.

Revenue from our mortgage products decreased $196.6 million, or 52%, to $179.4
million in 2022 from $376.1 million in 2021. Revenue from our refinance mortgage
product decreased $203.7 million in 2022 compared to 2021, primarily due to a
decrease in the number of consumers completing request forms and a decrease in
revenue earned per consumer, as interest rates rose significantly in 2022.
Revenue from our purchase mortgage product increased $7.1 million in 2022
compared to 2021 primarily due to an increase in revenue earned per consumer,
partially offset by a decrease in the number of consumers completing request
forms. Revenue from our home equity loans and lines of credit product increased
$43.0 million, or 67% to $105.8 million in 2022 from $62.7 million in 2021 due
to an increase in both the number of consumers completing request forms and the
revenue earned per consumer.

While we believe our three reportable segments have generally recovered from the
impacts of the ongoing COVID-19 pandemic, we are continuously monitoring the
impacts of the pandemic on the economy and any potential future impacts to our
segment revenue.

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, credit scoring fees, credit card fees, website network hosting, and server
fees.

Cost of revenue remained relatively consistent in 2022 compared to 2021.

Cost of revenue as a percentage of revenue increased to 6% in 2022 compared to
5% in 2021.

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.

The $71.8 million decrease in selling and marketing expense in 2022 compared to
2021 was primarily due to the decreases in advertising and promotional expense
discussed below. Additionally, compensation and benefits decreased $2.4 million
in 2022 compared to 2021.

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Advertising and promotional expense is the largest component of selling and
marketing expense, and is comprised of the following:


                                                        Year Ended December 31,                        2022 vs. 2021
                                                                                                     $                %
                                                        2022                   2021                Change          Change
                                                                            (Dollars in thousands)
Online                                          $     614,369              $ 687,976          $     (73,607)            (11) %
Broadcast                                              16,654                  8,738                  7,916              91  %
Other                                                  16,301                 19,925                 (3,624)            (18) %
Total advertising and promotional expense       $     647,324              $ 716,639          $     (69,315)            (10) %


In the periods presented, advertising and promotional expenses are equivalent to
the non-GAAP measure variable marketing expense. See Variable Marketing Expense
and Variable Marketing Margin below for additional information.

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 adjusted our advertising expenditures in 2022 compared to 2021 in response to
changes in Network Partner demand on our marketplace. We will continue to adjust
selling and marketing expenditures dynamically 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.


General and administrative expense decreased in 2022 compared to 2021, primarily
due to decreases in compensation and benefits, facilities, and professional fees
expense of $13.4 million, $1.6 million, and $1.1 million, respectively. This was
partially offset by increases in technology, fees and charges, travel and
entertainment, and other tax expense of $5.6 million, $2.0 million,
$1.5 million, and $1.5 million, respectively. Additionally, losses on the
disposal of assets increased $3.1 million in 2022 compared to 2021.

Non-cash compensation expense, included in total compensation and benefits noted
above, within general and administrative expense decreased in 2022, which
resulted in an increase in net income from continuing operations in 2022
compared to 2021. For additional information, see Note-14-Stock-Based
Compensation in the notes to the consolidated financial statements included
elsewhere in this report. Non-cash compensation expense is excluded from
Adjusted Earnings Before Interest, Taxes, Depreciation, and Amortization
("Adjusted EBITDA"), as discussed below.

General and administrative expense as a percentage of revenue increased to 15%
in 2022 from 14% in 2021.


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 2022 compared to 2021 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 2022 compared to 2021 was primarily the
result of higher investment in internally developed software in recent years, to
support the growth of our business in addition to depreciation on new assets
related to our principal executive offices which we moved into in mid-2021.

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Amortization of Intangibles

The decrease in amortization of intangibles in 2022 compared to 2021 was due to
certain intangible assets associated with our recent business acquisitions
becoming fully amortized.

Contingent consideration

During 2022, we did not record contingent consideration expense. All earnouts
were completed prior to 2022.

During 2021, we recorded aggregate contingent consideration gains of
$8.2 million due to adjustments in the estimated fair value of the earnout
payment related to the QuoteWizard acquisition for which the earnout period
ended in 2021.

Restructuring and severance


During 2022, we completed workforce reductions in each of the first, second, and
fourth quarters of approximately 75 employees, 25 employees, and 50 employees,
respectively. We incurred total expense of $4.4 million consisting of employee
separation costs of $3.3 million and non-cash compensation expense of
$1.1 million due to the accelerated vesting of certain equity awards. All
employee separation costs are expected to be paid by the third quarter of 2023.

Interest expense


Interest expense decreased in 2022 compared to 2021 primarily due to the
adoption of Accounting Standards Update ("ASU") 2020-06 on January 1, 2022,
whereby we derecognized the remaining debt discounts on the 2022 Notes and 2025
Notes and therefore no longer recognize any amortization of debt discounts as
interest expense, partially offset by an increase in interest from our Term Loan
Facility. See Note-2 Significant Accounting Policies in the notes to the
consolidated financial statements included elsewhere in this report for
additional information.

Other Income


Other income for 2022 primarily consists of dividend income. During 2021, we
sold a portion of our investment in Stash and realized a gain of $27.9 million.
Additionally, we recorded unrealized gains of $95.4 million as a result of an
adjustment to the fair value of the Stash equity securities still held by us
based on observable market events.

Income tax expense
                                  Year Ended December 31,
                              2022                            2021
                            (in thousands, except percentages)
Income tax expense   $         (133,019)                  $ (11,298)
Effective tax rate               (242.2)  %                    13.4  %


For 2022, the effective tax rate varied from the federal statutory rate of 21%
primarily due to expense of $139.4 million to record a full valuation allowance
against our net deferred tax assets. See Note-15 Income Taxes in the notes to
the consolidated financial statements included elsewhere in this report for
additional information on the valuation allowance.

For 2021, the effective tax rate varied from the federal statutory rate of 21%
in part due to the benefit derived from excess tax deductions from exercise of
stock options of $11.7 million, including state taxes and from research and
experimentation tax credits of $3.2 million, partially offset by expense due to
nondeductible executive compensation of $3.1 million and incremental valuation
allowance on state net operating losses of $0.6 million, primarily due to state
legislative changes.

Discontinued Operations

The results of discontinued operations include the results of the LendingTree
Loans business formerly operated by our wholly-owned subsidiary, 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.

During the HLC bankruptcy, a bar date for claims against HLC was set,
establishing a deadline for all HLC's creditors to assert any claim they may
have had against HLC. Distributions were made to holders of allowed claims
deemed timely filed.

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After all distributions to creditors were made and HLC's Chapter 7 bankruptcy
estate was fully administered, the HLC bankruptcy case was closed on July 14,
2021.

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


See Note 22-Discontinued Operations in the notes 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
                     Year Ended December 31,               2022 vs. 2021
                                                            $            %
                         2022            2021            Change       Change
                                    (Dollars in thousands)
Home             $     103,084        $ 153,352      $     (50,268)     (33) %
Consumer               174,578          143,497             31,081       22  %
Insurance               91,834          113,464            (21,630)     (19) %
Other                     (555)              53               (608)   1,147  %
Segment profit   $     368,941        $ 410,366      $     (41,425)     (10) %


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
23-Segment Information in the notes to the consolidated financial statements
included elsewhere in this report for additional information on segments and a
reconciliation of segment profit to pre-tax income from continuing operations.

HOME


Revenue in the Home segment decreased 34% to $289.4 million in 2022 from 2021,
with segment profit of $103.1 million in 2022, a decrease of 33% from 2021. Our
Home segment margin (segment profit divided by segment revenue) remained
relatively consistent, at 36% in 2022 compared to 35% in 2021.

Within Home, our core mortgage business generated revenue of $179.4 million in
2022, down 52% from 2021, as demand for refinancing transactions diminished
throughout the year, with almost no outstanding mortgages later in the year
carrying a higher rate than current loan offerings. The 30-year mortgage
interest rates increased from a monthly average of 3.1% in December 2021 to a
monthly average of 6.36% in December 2022, according to Freddie Mac Near record
home prices coupled with higher mortgage rates led to a 17% decrease in existing
home sales in 2022 compared to 2021. Our mortgage volume decreased 47% and
revenue per lead decreased 10% in 2022 compared to 2021. The volume mix in our
mortgage business was close to evenly balanced between refinance at 54% and
purchase loans at 46% of total volume in 2022 as compared to refinance at 67%
and purchase at 33% of total volume in 2021.

Revenue from our home equity loan product of $105.8 million in 2022 increased
69% from 2021, as homeowners in the U.S. enjoy near record levels of equity to
borrow against for other debt repayments and to finance home improvements.

Home equity revenue per lead increased 13% in 2022 compared to 2021 as we were
able to capture 49% more volume in 2022 compared to 2021. During the fourth
quarter of 2022, we discontinued our reverse mortgage offering to better focus
resources on supporting our traditional lending Network Partners going forward.

The outlook for the mortgage industry is a sustained period of lower refinance
demand, with the Mortgage Bankers Association forecasting a 37% decline in
refinance originations in 2023 after falling 76% in 2022. We have been actively
engaged with our Network Partners in mortgage to increase purchase lead
conversion rates, and are focusing on this metric internally as a key growth
priority for the segment this year. We expect home equity will continue to
generate the majority of our Home revenue in 2023, as our Network Partners have
leaned on the favorable environment for cash-out transactions to maintain loan
officer productivity.

CONSUMER

Growth in our Consumer segment continued, with revenue of $396.1 million in
2022, an increase of 20% from 2021, and segment profit of $174.6 million in
2022, an increase of 22% from 2021. Our Consumer segment margin remained
consistent, at 44% in 2022 compared to 43% in 2021.

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Revenue from our personal loan product of $144.1 million increased 31% in 2022
compared to 2021 as debt consolidation was attractive with consumer credit card
balances continuing to rise. Many of our partners have tightened their
underwriting criteria to reduce portfolio risk given recession fears, focusing
their customer acquisition activity on consumers with somewhat higher credit
quality.

Credit card revenue increased to $100.2 million or 7.3% in 2022 compared to
2021. Revenue per click grew 17% in 2022 compared to 2021 while we experienced
an 8% decrease in the number of clicks. Operational improvements are being
implemented and improving credit card results is a core priority for the company
in 2023.

Small business achieved revenue growth of 41% in 2022 from 2021. In the second
half of 2022 we continue to focus on lender performance to grow originations and
improve conversion rates. By optimizing our marketing mix, we have aimed to
increase the quality of our leads which benefits lenders and increases
profitability. Our ability to efficiently steer borrowers to the most
appropriate lender on our network with our concierge model continues to
positively impact results. Going forward we are implementing technology
improvements to automate capture of applicant financial data to enhance the
borrower experience and increase lender match rate.

INSURANCE


The auto and home insurance industry in 2022 was impacted by persistent industry
headwinds, supply chain issues, rising accident severity and frequency, and
hurricane losses in the back half of the year. This difficult operating
environment for our carrier partners caused an 8% decrease in revenue in our
Insurance segment to $299.1 million in 2022, from 2021. Segment profit of $91.8
million in 2022 decreased 19% from 2021. Our Insurance segment margin decreased
to 31% in 2022 compared to 35% in 2021.

Variable Marketing Expense and Variable Marketing Margin


We report variable marketing expense and variable marketing margin as
supplemental measures to GAAP. These related measures are the primary metrics by
which we measure the effectiveness of our marketing efforts. Variable marketing
expense represents the portion of selling and marketing expense attributable to
variable costs paid for advertising, direct marketing, and related expenses, and
excludes overhead, fixed costs, and personnel-related expenses. Variable
marketing margin is a measure of the efficiency of our operating model,
measuring revenue after subtracting variable marketing expense. Our operating
model is highly sensitive to the amount and efficiency of variable marketing
expenditures, and our proprietary systems are able to make rapidly changing
decisions concerning the deployment of variable marketing expenditures
(primarily but not exclusively online and mobile advertising placement) based on
proprietary and sophisticated analytics. 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.

Variable marketing expense is defined as the expense attributable to variable
costs paid for advertising, direct marketing and related expenses, and excluding
overhead, fixed costs and personnel-related expenses. The majority of these
variable advertising costs are expressly intended to drive traffic to our
websites and these variable advertising costs are included in selling and
marketing expense on our consolidated statements of operations and comprehensive
income (loss). Variable marketing margin is defined as revenue less variable
marketing expense.

The following shows the calculation of variable marketing margin:

                                 Year Ended December 31,
                                  2022             2021
                                     (in thousands)
Revenue                      $    984,992      $ 1,098,499
Variable marketing expense        647,324          716,639
Variable marketing margin    $    337,668      $   381,860


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Below is a reconciliation of selling and marketing expense, the most directly
comparable GAAP measure, to variable marketing expense:

                                                   Year Ended December 31,
                                                     2022               2021
                                                       (in thousands)
Selling and marketing expense                $     702,238           $ 773,990
Non-variable selling and marketing expense         (54,914)            (57,351)
Variable marketing expense                   $     647,324           $ 716,639

The following is a reconciliation of net (loss) income from continuing
operations, the most directly comparable GAAP measure, to variable marketing
margin:

                                                                                 Year Ended December 31,
                                                                                 2022                   2021
                                                                                      (in thousands)
Net (loss) income from continuing operations                              $    (187,946)            $  73,138

Adjustments to reconcile to variable marketing margin:
Cost of revenue

                                                                  57,769                57,297

Non-variable selling and marketing expense (1)                                   54,914                57,351
General and administrative expense                                              152,377               153,472
Product development                                                              55,553                52,865
Depreciation                                                                     20,095                17,910
Amortization of intangibles                                                      25,306                42,738
Change in fair value of contingent consideration                                      -                (8,249)
Restructuring and severance                                                       4,428                    53
Litigation settlements and contingencies                                            (18)                  392
Interest expense, net                                                            26,014                46,867
Other income                                                                     (3,843)             (123,272)
Income tax expense                                                              133,019                11,298
Variable marketing margin                                                 $     337,668             $ 381,860


(1) Represents the portion of selling and marketing expense not attributable to variable

costs paid for advertising, direct marketing and related expenses. Includes overhead,

fixed costs and personnel-related expenses.

Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization


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, in most
years, 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) gain/loss on investments (5)
restructuring and severance expenses, (6) litigation settlements and
contingencies, (7) acquisitions and dispositions income or expense (including
with respect to changes in fair value of contingent consideration), (8)
contributions to the LendingTree Foundation, and (9) 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

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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. One-time items for the year ended
December 31, 2022 consisted of the $1.5 million franchise tax caused by the
equity investment gain in Stash. There are no adjustments for one-time items for
the year ended December 31, 2021.

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 (loss) income from continuing
operations, the most directly comparable GAAP measure, to Adjusted EBITDA.

                                                        Year Ended December 31,
                                                          2022               2021
                                                             (in thousands)

Net (loss) income from continuing operations $ (187,946) $

73,138

Adjustments to reconcile to Adjusted EBITDA:
Amortization of intangibles                               25,306             42,738
Depreciation                                              20,095             17,910
Restructuring and severance                                4,428                 53
Loss on impairments and disposal of assets                 6,590            

3,465

Gain on investments                                            -           

(123,272)

Non-cash compensation expense                             58,541            

68,555

Franchise tax caused by equity investment gain             1,500            

-

Contribution to LendingTree Foundation                       500            

-

Change in fair value of contingent consideration               -            

(8,249)

Acquisition expense                                          277            

1,796

Litigation settlements and contingencies                     (18)               392
Interest expense, net                                     26,014             46,867
Dividend income                                           (3,842)                 -
Income tax expense                                       133,019             11,298
Adjusted EBITDA                                    $      84,464          $ 134,691

Financial Position, Liquidity and Capital Resources

For information on fiscal 2020 results and similar comparisons, see Item 7.
Management's Discussion and Analysis of Financial Condition and Results of
Operations-Financial Position, Liquidity and Capital Resources of our Form 10-K
for the fiscal year ended December 31, 2021.

General

As of December 31, 2022, we had $298.8 million of cash and cash equivalents,
compared to $251.2 million of cash and cash equivalents as of December 31, 2021.

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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 credit facility described below is an additional potential source of
liquidity. We will continue to monitor economic impacts caused by the
challenging interest rate environment, high levels of inflation, and lingering
effects of the COVID-19 pandemic on our liquidity and capital resources.

Notable transactions affecting cash and cash equivalents during the reported
periods are as follows:


2022

In 2022, we repurchased an aggregate of 379,895 shares of our common stock
pursuant to a stock repurchase program for $43.0 million.

In the first quarter of 2022, we acquired an equity interest in EarnUp for
$15.0 million. See Note 8-Equity Investments in the notes to the consolidated
financial statements included elsewhere in this report for additional
information on the equity interest.

2021

In 2021, we repurchased an aggregate of 334,253 shares of our common stock
pursuant to a stock repurchase program for $40.0 million.


In the first quarter of 2021, we acquired an additional equity interest in Stash
for $1.2 million. In the fourth quarter of 2021, we sold a portion of our Stash
equity securities to a third party for $46.3 million. See Note 8-Equity
Investment in the notes to the consolidated financial statements included
elsewhere in this report for additional information on the equity interest in
Stash.

Credit Facility

On September 15, 2021, we entered into a credit agreement (the "Credit
Agreement"), consisting of a $200.0 million Revolving Facility, which matures on
September 15, 2026, and a $250.0 million delayed draw Term Loan Facility, which
matures on September 15, 2028. The proceeds of the Revolving Facility can be
used to finance working capital, for general corporate purposes, and any other
purpose not prohibited by the Credit Agreement. We drew $250.0 million under the
Term Loan Facility on May 31, 2022 and used $170.2 million of the proceeds to
settle the Company's 2022 Notes, including interest. The remaining proceeds of
$79.8 million may be used for general corporate purposes and any other purposes
not prohibited by the Credit Agreement.

As of February 27, 2023, we have outstanding $248.8 million under the Term Loan
Facility, a $0.2 million letter of credit under the Revolving Facility, and the
remaining borrowing capacity is $199.8 million.

For additional information on the Credit Facility, see Note 16-Debt in the notes
to the consolidated financial statements included elsewhere in this report.

Operating Leases


We have operating lease obligations associated with office space in various
cities across the country and office equipment. Our principal executive office
is located in Charlotte, North Carolina under an approximate 15-year lease that
commenced in the second quarter of 2021. We anticipate cash payments under
operating lease obligations of $13.1 million in 2023. See Note 12-Leases in the
notes to the consolidated financial statements included elsewhere in this report
for more information.

Cash Flows from Continuing Operations

Our cash flows attributable to continuing operations are as follows:

                                                            Year Ended December 31,
                                                              2022               2021
                                                                (in thousands)
Net cash provided by operating activities             $      42,974           $ 131,256
Net cash (used in) provided by investing activities   $     (27,876)          $  10,067
Net cash provided by (used in) financing activities   $      32,536         

$ (63,347)

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

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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
decreased in 2022 from 2021 primarily due to a decrease in revenue, partially
offset by a corresponding decrease in selling and marketing expense.
Additionally, cash from changes in working capital decreased primarily as a
result of changes in accounts payable, accrued expenses and other current
liabilities, and income taxes receivable, partially offset by favorable changes
in accounts receivable.

Cash Flows from Investing Activities

Net cash used in investing activities attributable to continuing operations in
2022 of $27.9 million consisted of the purchase of a $16.4 million equity
investment in EarnUp and another small investment, as well as capital
expenditures of $11.4 million primarily related to internally-developed
software.


Net cash provided by investing activities attributable to continuing operations
in 2021 of $10.1 million consisted of $46.3 million in proceeds from a partial
sale of our equity interest in Stash partially offset by $1.2 million for the
purchase of an additional equity interest in Stash and capital expenditures of
$35.1 million primarily related to internally developed software.

Cash Flows from Financing Activities


Net cash provided by financing activities attributable to continuing operations
in 2022 of $32.5 million consisted primarily of $250.0 million in proceeds from
the term loan and the repayment of $169.7 million to settle our 2022 Notes
discussed in the "Credit Facility" section above, $43.0 million for the
repurchase of our stock, $3.4 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 $1.3 million repayment of the term loan.

Net cash used in financing activities attributable to continuing operations in
2021 of $63.3 million consisted primarily of $40.0 million for the repurchase of
our stock, $14.4 million in withholding taxes paid upon surrender of shares to
satisfy obligations on equity awards, net of proceeds from the exercise of stock
options, as well as $6.4 million for the payment of debt issuance costs and $2.5
million paid for the original issue discount on the Term Loan Facility.

Critical Accounting Policies and Estimates


The following disclosure is provided to supplement the description of our
accounting policies contained in Note 2-Significant Accounting Policies in the
notes to the consolidated financial statements included elsewhere in this report
in regard to significant areas of judgment. This disclosure includes accounting
policies related to both continuing operations and discontinued operations.
Management is required to make certain estimates and assumptions during the
preparation of the consolidated financial statements in accordance with
generally accepted accounting principles. 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. Because of the size of the financial
statement elements to which they relate, some of our accounting policies and
estimates have a more significant impact on our consolidated financial
statements than others. A discussion of some of our more significant accounting
policies and estimates follows.

Income Taxes


Estimates of current and deferred income taxes and the significant items giving
rise to the deferred assets and liabilities are shown in Note 15-Income Taxes in
the notes to the consolidated financial statements included elsewhere in this
report, and reflect management's assessment of actual future taxes to be paid on
items reflected in the consolidated financial statements, giving consideration
to both timing and the probability of realization. Actual income taxes could
vary from these estimates due to future changes in income tax law, state income
tax apportionment or the outcome of any review of our tax returns by the IRS
and/or state tax authorities, as well as actual operating results that may vary
significantly from anticipated results.

We also recognize liabilities for uncertain tax positions based on the two-step
process prescribed by the accounting guidance for uncertainty in income taxes.
The first step is to evaluate the tax position for recognition by determining if
the weight of available evidence indicates it is more likely than not that the
position will be sustained on audit, including resolution of related appeals or
litigation processes, if any. The second step is to measure the tax benefit as
the largest amount that is more than 50% likely of being realized upon ultimate
settlement. This measurement step is inherently difficult and requires
subjective estimations of such amounts to determine the probability of various
possible outcomes. We consider many factors when evaluating and estimating our
tax positions and tax benefits, which may require periodic adjustments and which
may not accurately anticipate actual outcomes.

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A valuation allowance is provided on deferred tax assets if it is determined
that it is "more likely than not" that the deferred tax asset will not be
realized.


During the third quarter of 2022, we established a full valuation allowance
against our net deferred tax assets due to historical cumulative pre-tax losses
and continued pre-tax losses in the quarter. We regularly review our deferred
tax assets for recoverability based on historical taxable income, projected
future taxable income, the expected timing of the reversals of existing taxable
temporary differences, and tax planning strategies. The ultimate realization of
deferred tax assets is dependent upon the generation of future taxable income.
In determining the amount of the valuation allowance, we considered the
scheduled reversal of deferred tax liabilities. We will maintain a full
valuation allowance on net deferred tax assets until there is sufficient
evidence to support the reversal of some or all of the allowance. Should there
be a change in the valuation allowance in the future, the income tax provision
would increase or decrease in the period in which the allowance is changed.

The indefinite carryforward period for certain deferred tax assets means that
indefinite-lived deferred tax liabilities can be considered as support for
realization of such deferred tax assets including post December 31, 2017 net
operating loss carryovers, which can affect the need to record or maintain a
valuation allowance for deferred tax assets.

During 2022, we incurred income tax expense of $139.4 million related to the
valuation allowance. At December 31, 2022, we maintain a valuation allowance of
$145.4 million against our net deferred tax assets.

At December 31, 2021 and 2020, we recorded a partial valuation allowance of $6.0
million and $5.8 million, respectively, primarily related to state net operating
losses, which we do not expect to be able to utilize prior to expiration.

Stock-Based Compensation


The forms of stock-based awards granted to our employees are principally
restricted stock units ("RSUs"), RSUs with performance conditions, stock
options, and employee stock purchases related to the Employee Stock Purchase
Plan ("Employee Stock Purchase Rights"). Further, stock options with market
conditions, restricted stock awards ("RSAs") with performance conditions and
RSAs with market conditions have been granted to our Chairman and Chief
Executive Officer. The value of RSUs is measured at their grant dates as the
fair value of common stock and amortized ratably as non-cash compensation
expense over the vesting term. The value of stock options issued and Employee
Stock Purchase Rights are generally estimated using a Black-Scholes option
pricing model. The value of performance-based grants is measured at their grant
dates and recognized as non-cash compensation expense, considering the
probability of the targets being achieved. Performance-based grants with a
market condition are generally valued using a Monte Carlo simulation model. If
an award is modified, we determine if the modification requires a new
calculation of fair value or change in the vesting term of the award. See
Note 14-Stock-Based Compensation in the notes to the consolidated financial
statements included elsewhere in this report for additional information on
assumptions and inputs to the fair value determination of stock-based awards.

Evaluation of Goodwill Impairment


We test goodwill annually for impairment as of October 1, or more frequently
upon the occurrence of certain events or substantive changes in circumstances.
As part of our annual impairment testing of goodwill, we may elect to assess
qualitative factors as a basis for determining whether it is necessary to
perform the traditional quantitative impairment testing. If our assessment of
these qualitative factors indicates that it is not more likely than not that the
fair value of the reporting unit or indefinite-lived intangible asset is less
than its carrying value, then no further testing is required. Otherwise, the
goodwill reporting unit must be quantitatively tested for impairment.

Performing the quantitative test for goodwill impairment that compares the
reporting unit fair value with its carrying value using a discounted cash flow
and market analysis requires the exercise of significant judgments, including
judgments about appropriate discount rates, perpetual growth rates, including
revenue, the amount and timing of expected future cash flows, and market
multiples. If the carrying amount of a reporting unit exceeds its fair value, an
impairment loss is recognized in an amount equal to that excess.

At June 30, 2022, we assessed the qualitative factors in our impairment testing
of goodwill and determined that the effects of the challenging interest rate
environment, consumer price inflation, and the decline in our market
capitalization required a quantitative impairment test be performed. The
quantitative goodwill impairment test found that the fair value of each
reporting unit exceeded its carrying amount, indicating no goodwill impairment.
We will monitor the recovery of the Insurance reporting unit and the Mortgage
reporting unit. The property and casualty auto insurance industry is
experiencing challenges caused by inflation, supply chain challenges, and the
rising severity and frequency of claims. Additionally, the significant increase
in mortgage interest rates have had a negative impact on our Mortgage reporting
unit. Changes in the timing of the recovery compared to current expectations
could cause an impairment to the Insurance or Mortgage reporting units.

The value of goodwill subject to assessment for impairment at December 31, 2022
is $420.1 million.

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Recoverability of Long-Lived Assets


We review the carrying value of all long-lived assets, primarily property and
equipment, definite-lived intangible assets and operating lease right-of-use
assets for impairment whenever events or changes in circumstances indicate that
the carrying value of an asset may be impaired. Impairment is considered to have
occurred whenever the carrying value of a long-lived asset cannot be recovered
from cash flows that are expected to result from the use and eventual
disposition of the asset. This recoverability test requires us to make
assumptions and judgments related to factors used in a calculation of
undiscounted cash flows, including, but not limited to, management's
expectations for future operations and projected cash flows. The key assumptions
used in this calculation include Adjusted EBITDA, the remaining useful lives of
the primary cash flow generating asset in the asset group and, to a lesser
extent, the deduction of capital expenditures and taxes paid in cash to arrive
at net cash flows.

Subsequent to the adoption of ASU 2018-15 in the first quarter of 2020,
capitalized implementation costs incurred in a hosting arrangement that is a
service contract are also allocated to and included within long-lived asset
groups tested for recoverability.

The combined value of long-lived assets and capitalized implementation costs
incurred in a hosting arrangement that is a service contract subject to
assessment for impairment is $179.4 million at December 31, 2022.

Business Acquisitions


When we acquire businesses, we allocate the purchase price to tangible assets
and liabilities and identifiable intangible assets acquired at their acquisition
date fair values. Any residual purchase price is recorded as goodwill. We also
estimate the fair value of any contingent consideration using Level 3
unobservable inputs. Our estimates of fair value are based upon assumptions
believed to be reasonable but which are uncertain and involve significant
judgments by management.

We reassess the fair value of contingent consideration quarterly until the
contingency is resolved, and changes in the fair value are recorded in operating
income in the consolidated statements of operations and comprehensive income
(loss).

Equity Investment

Our equity securities do not have a readily determinable fair value and, upon
acquisition, we elected the measurement alternative to value these securities.
Accordingly, 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.

The carrying value of our equity investment at December 31, 2022 is $174.6
million
.

New Accounting Pronouncements

See Note 2-Significant Accounting Policies in the notes to the consolidated
financial statements included elsewhere in this report for a description of
recent accounting pronouncements.

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  • Transamerica agrees to $57M settlement in cost-of-insurance lawsuit
  • The next step for AI in insurance — partnerships to scale
  • Your clients are sitting on underused assets
  • National Life Group Names Jason Doiron CEO of NLG Capital to Lead the Next Phase of Growth
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Press Releases

  • Sequent Planning Recognized on USA TODAY’s Best Financial Advisory Firms 2026 List
  • Highland Capital Brokerage Acquires Premier Financial, Inc.
  • ePIC Services Company Joins wealth.com on Featured Panel at PEAK Brokerage Services’ SPARK! Event, Signaling a Shift in How Advisors Deliver Estate and Legacy Planning
  • Hexure Offers Real-Time Case Status Visibility and Enhanced Post-Issue Servicing in FireLight Through Expanded DTCC Partnership
  • RFP #T01325
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