LendingTree(TREE) - 2023 Q3 - Quarterly Report

PART I—FINANCIAL INFORMATION Item 1. Financial Statements The company's unaudited consolidated financial statements reflect a significant revenue decrease and operating loss Consolidated Statements of Operations and Comprehensive Income The company reported substantial revenue declines and net losses for the three and nine months ended September 30, 2023 Consolidated Statements of Operations and Comprehensive Income (Unaudited) | Metric | Three Months Ended Sep 30, 2023 (in thousands) | Three Months Ended Sep 30, 2022 (in thousands) | Nine Months Ended Sep 30, 2023 (in thousands) | Nine Months Ended Sep 30, 2022 (in thousands) | | :--- | :--- | :--- | :--- | :--- | | Revenue | $155,188 | $237,836 | $538,149 | $782,937 | | Total costs and expenses | $189,180 | $256,412 | $578,539 | $808,347 | | Operating loss | $(33,992) | $(18,576) | $(40,390) | $(25,410) | | 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) | | Basic Net loss per share | $(11.43) | $(12.44) | $(10.46) | $(13.88) | | Diluted Net loss per share | $(11.43) | $(12.44) | $(10.46) | $(13.88) | - The company incurred a goodwill impairment charge of $38.6 million in Q3 2023 and for the first nine months of 2023, compared to none in the prior year periods[9] Consolidated Balance Sheets Total assets and liabilities decreased significantly, driven by reductions in cash, goodwill, and long-term debt Consolidated Balance Sheets (Unaudited) | Metric | September 30, 2023 (in thousands) | December 31, 2022 (in thousands) | | :--- | :--- | :--- | | Cash and cash equivalents | $175,580 | $298,845 | | Total current assets | $266,876 | $413,968 | | Goodwill | $381,539 | $420,139 | | Total assets | $884,983 | $1,199,313 | | Total current liabilities | $71,046 | $82,534 | | Long-term debt | $625,749 | $813,516 | | Total liabilities | $782,364 | $991,373 | | Total shareholders' equity | $102,619 | $207,940 | - Total assets decreased by approximately $314.3 million from December 31, 2022, to September 30, 2023, primarily due to a reduction in cash and cash equivalents, goodwill, and equity investments[12] - Total liabilities decreased by approximately $209.0 million, largely driven by a reduction in long-term debt[12] Consolidated Statements of Shareholders' Equity Total shareholders' equity declined substantially due to net losses incurred, which increased the accumulated deficit Consolidated Statements of Shareholders' Equity (Unaudited) | Metric | Balance as of Dec 31, 2022 (in thousands) | Balance as of Sep 30, 2023 (in thousands) | | :--- | :--- | :--- | | Total Shareholders' Equity | $207,940 | $102,619 | | Accumulated Deficit | $(715,299) | $(850,422) | | Common Stock (shares) | 16,167 | 16,357 | | Additional Paid-in Capital | $1,189,255 | $1,219,055 | - Total shareholders' equity decreased by $105.3 million from December 31, 2022, to September 30, 2023, primarily due to net losses incurred during the period, increasing the accumulated deficit[14] Consolidated Statements of Cash Flows Operating cash flow increased, while financing activities used significant cash for debt repurchases Consolidated Statements of Cash Flows (Unaudited) | Metric | Nine Months Ended Sep 30, 2023 (in thousands) | Nine Months Ended Sep 30, 2022 (in thousands) | | :--- | :--- | :--- | | Net cash provided by operating activities | $46,692 | $26,322 | | Net cash used in investing activities | $(9,928) | $(25,410) | | 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 end of period | $175,583 | $285,665 | - Net cash provided by operating activities increased by $20.4 million, while net cash used in financing activities significantly increased due to the repurchase of 2025 Notes[18] Notes to Consolidated Financial Statements These notes provide detailed explanations of accounting policies, segment performance, and key financial statement items NOTE 1—ORGANIZATION LendingTree operates an online consumer platform connecting users with various financial products under GAAP guidelines - LendingTree operates an online consumer platform connecting consumers with multiple providers for mortgage loans, home equity loans, auto loans, credit cards, personal loans, student loans, small business loans, and insurance quotes[21] - The financial statements are unaudited and prepared in accordance with GAAP for interim information and SEC rules, including normal recurring adjustments[23] NOTE 2—SIGNIFICANT ACCOUNTING POLICIES This note details key accounting policies, management estimates, business risks, and the impact of new accounting standards - Management's significant estimates include recoverability of long-lived assets, goodwill, intangible assets, income taxes, litigation accruals, and stock-based compensation[25] - Business risks include dependence on third-party technology, online commerce security, credit card fraud, and negative impacts from interest rate fluctuations on mortgage revenue[29][31] - The company adopted ASU 2020-06 on January 1, 2022, resulting in a $44.4 million adjustment to the opening balance of accumulated deficit and changes in accounting for convertible debt[35] NOTE 3—REVENUE Revenue, primarily from match and closing fees, decreased across all segments in Q3 and the first nine months of 2023 Revenue by Segment (in thousands) | Segment | Three Months Ended Sep 30, 2023 | Three Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | | :--- | :--- | :--- | :--- | :--- | | Home | $33,390 | $64,927 | $118,628 | $240,809 | | Consumer | $67,253 | $102,661 | $229,439 | $309,873 | | Insurance | $54,536 | $70,231 | $190,016 | $232,025 | | Total Revenue | $155,188 | $237,836 | $538,149 | $782,937 | - Revenue is primarily derived from match fees and closing fees, recognized at the point of service delivery[38] - The Company discontinued its credit services product in the second quarter of 2023, impacting Consumer segment revenue[40] NOTE 4—CASH AND RESTRICTED CASH Total cash, cash equivalents, and restricted cash decreased significantly from year-end 2022 to September 30, 2023 Cash and Restricted Cash (in thousands) | Category | September 30, 2023 | December 31, 2022 | | :--- | :--- | :--- | | Total cash, cash equivalents, restricted cash and restricted cash equivalents | $175,583 | $298,969 | NOTE 5—ALLOWANCE FOR DOUBTFUL ACCOUNTS The allowance for doubtful accounts is based on aging, loss history, and economic conditions, with a slight decrease in Q3 2023 - Allowance for doubtful accounts is determined by factors including past due duration, loss history, economic conditions, and customer's ability to pay[49] Allowance for Doubtful Accounts Reconciliation (in thousands) | Metric | Three Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2023 | | :--- | :--- | :--- | | Balance, beginning of the period | $2,609 | $2,317 | | Charges to earnings | $(91) | $1,803 | | Write-off of uncollectible accounts receivable | $(102) | $(2,075) | | Balance, end of the period | $2,449 | $2,449 | NOTE 6—GOODWILL AND INTANGIBLE ASSETS Goodwill decreased due to a significant impairment charge in the Insurance segment during Q3 2023 Goodwill and Intangible Assets, Net (in thousands) | Category | September 30, 2023 | December 31, 2022 | | :--- | :--- | :--- | | Net goodwill | $381,539 | $420,139 | | Total intangible assets, net | $52,302 | $58,315 | - A goodwill impairment charge of $38.6 million was recorded in the Insurance reporting unit in Q3 2023 due to a significant decline in market capitalization and challenging interest rate environment[54] - Future amortization for definite-lived intangible assets is estimated at $1,682 thousand for the remainder of 2023 and $5,889 thousand for 2024[58] NOTE 7—ASSETS AND LIABILITIES HELD FOR SALE The planned sale of the Ovation credit services business was terminated, leading to its closure and asset impairment charges - The Ovation credit services business, previously classified as held for sale, was closed in Q1 2023 after a third-party buyer withdrew its letter of intent[59][60] - The closure resulted in asset impairment charges of $4.2 million, including $2.1 million for intangible assets, $1.7 million for property and equipment, and $0.4 million for operating lease right-of-use assets[60] NOTE 8—EQUITY INVESTMENT The company recorded substantial impairment charges on its equity investments during 2023 - The Company recorded an impairment charge of $113.1 million in Q3 2023 related to an equity investment, following a $1.4 million charge in Q2 2023[64] - Equity securities are carried at cost less impairment, with fair value adjustments upon observable price changes[63] NOTE 9—ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses decreased from year-end 2022, primarily due to a reduction in accrued advertising expense Accrued Expenses and Other Current Liabilities (in thousands) | Category | September 30, 2023 | December 31, 2022 | | :--- | :--- | :--- | | Accrued advertising expense | $27,696 | $37,703 | | Accrued compensation and benefits | $10,693 | $11,444 | | Accrued restructuring and severance | $2,002 | $304 | | Total accrued expenses and other current liabilities | $66,986 | $75,095 | NOTE 10—SHAREHOLDERS' EQUITY Due to net losses, no potentially dilutive securities were included in EPS calculations, and no stock was repurchased Weighted Average Shares Outstanding (in thousands) | Metric | Three Months Ended Sep 30, 2023 | Three Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | | :--- | :--- | :--- | :--- | :--- | | Weighted average basic common shares | 12,993 | 12,758 | 12,919 | 12,794 | | Weighted average diluted common shares | 12,993 | 12,758 | 12,919 | 12,794 | - Due to net losses, no potentially dilutive securities were included in diluted loss per share calculations for the periods presented[67][70] - The company did not repurchase common stock in the first nine months of 2023; approximately $96.7 million remains available under previous authorizations[73] NOTE 11—STOCK-BASED COMPENSATION Non-cash compensation expense decreased in 2023 compared to 2022, reflecting changes in equity awards Non-Cash Compensation Expense (in thousands) | Category | Three Months Ended Sep 30, 2023 | Three Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | | :--- | :--- | :--- | :--- | :--- | | Total non-cash compensation | $9,854 | $15,575 | $31,327 | $47,990 | - As of September 30, 2023, 739,204 stock options were outstanding with a weighted average exercise price of $150.69, and 508,839 nonvested restricted stock units (RSUs) were outstanding[76][80] - The Employee Stock Purchase Plan (ESPP) allows eligible employees to purchase shares at 85% of the lesser of grant or exercise fair market value, with 190,277 shares available for issuance as of September 30, 2023[82] NOTE 12—INCOME TAXES The company reported an income tax benefit in 2023 due to valuation allowance changes, contrasting with a large 2022 expense Income Tax Benefit (Expense) (in thousands) | Metric | Three Months Ended Sep 30, 2023 | Three Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | | :--- | :--- | :--- | :--- | :--- | | Income tax benefit (expense) | $3,534 | $(135,911) | $2,912 | $(133,954) | | Effective tax rate | 2.3% | (596.8)% | 2.1% | (307.3)% | - The effective tax rate for 2023 periods varied from the federal statutory rate of 21% primarily due to changes in the valuation allowance[86] - In 2022, a full valuation allowance against net deferred tax assets resulted in a substantial income tax expense[86][87] NOTE 13—DEBT The company repurchased a portion of its 2025 convertible notes at a discount, recognizing a significant gain on extinguishment - The company repurchased $190.6 million principal amount of its 2025 Notes for $156.3 million in Q1 2023, resulting in a $34.3 million gain on extinguishment of debt[90][92] 2025 Notes Carrying Value (in thousands) | Metric | September 30, 2023 | December 31, 2022 | | :--- | :--- | :--- | | Gross carrying amount | $384,398 | $575,000 | | Net carrying amount | $380,749 | $567,266 | - As of September 30, 2023, $247.5 million was outstanding under the Term Loan Facility, bearing interest at 9.2%, and the company was in compliance with all debt covenants[104][106] NOTE 14—CONTINGENCIES The company is involved in ongoing legal proceedings, with a slight increase in litigation settlement accruals - The company is involved in ongoing legal proceedings related to property, contract, intellectual property, and data privacy[109] - Litigation settlement accruals increased to $0.6 million at September 30, 2023, from $0.1 million at December 31, 2022[110] NOTE 15—FAIR VALUE MEASUREMENTS The carrying amounts of most financial instruments approximate their fair value, with some exceptions - The carrying amounts of most financial instruments are equal to fair value, except for convertible notes, warrants, and equity interests[111] NOTE 16—SEGMENT INFORMATION All three operating segments experienced revenue declines, with corresponding impacts on segment profit - The company operates in three reportable segments: Home (mortgage, home equity), Consumer (credit cards, personal loans, small business loans), and Insurance (insurance quotes and sales)[113][114] Segment Revenue and Profit (in thousands) | Segment | Q3 2023 Revenue | Q3 2022 Revenue | Q3 2023 Segment Profit | Q3 2022 Segment Profit | | :--- | :--- | :--- | :--- | :--- | | Home | $33,390 | $64,927 | $11,295 | $24,117 | | Consumer | $67,253 | $102,661 | $34,427 | $45,793 | | Insurance | $54,536 | $70,231 | $23,359 | $22,568 | | Total | $155,188 | $237,836 | $69,069 | $92,267 | - Segment profit is the primary measure of segment profitability, calculated as segment revenue less variable marketing expenses[115] NOTE 17—RESTRUCTURING ACTIVITIES The company undertook multiple workforce reductions in 2023, resulting in significant severance charges - Workforce reductions in September 2023 affected 12 employees, incurring $0.9 million in severance charges[121] - The closure of the Ovation credit services business in April 2023 led to the elimination of approximately 197 employees and $2.1 million in restructuring expense[122] - A broader Reduction Plan in March 2023 eliminated 162 employees, with estimated severance charges of $5.3 million, expected to reduce annual compensation expense by $14 million[123][153] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses financial performance, highlighting revenue declines, impairments, and strategic cost reductions Cautionary Statement Regarding Forward-Looking Information This report contains forward-looking statements subject to inherent risks and uncertainties that may cause actual results to differ - The report contains forward-looking statements regarding anticipated financial performance, business prospects, and strategy, which are subject to inherent uncertainties and risks[128] - Actual results may differ materially from forward-looking statements due to factors discussed in the Risk Factors section of this report and the 2022 Annual Report[129] Company Overview LendingTree operates a leading online consumer platform connecting users with a wide array of financial products and services - LendingTree operates as a leading online consumer platform connecting users with various financial products and services, including loans, credit cards, and insurance[132] - The LendingTree Spring platform offers personalized comparison shopping, free credit scores, and alerts for favorable financial offerings[133] - The company aims to expand its portfolio of financial services, leveraging its brand and expertise in performance marketing, product development, and technology[133] Economic Conditions A challenging interest rate environment and inflationary pressures continued to negatively impact business performance in 2023 - Challenging interest rate environment and inflationary pressures continued to impact mortgage lending and insurance partners in 2023[136] - Mortgage rates remained consistent in Q3 2023 compared to Q4 2022 but nearly doubled compared to Q1 2022, leading to a sharp decline in refinance volumes and pressure on purchase activity[136] - Demand from insurance carrier partners remains volatile due to persistent industry headwinds[136] Segment Reporting The company's business is managed and reported across three primary segments: Home, Consumer, and Insurance - The company has three reportable segments: Home, Consumer, and Insurance[137] Business Acquisitions In January 2022, the company acquired an equity interest in EarnUp, a mortgage payment platform - In January 2022, LendingTree acquired an equity interest in EarnUp for $15.0 million, a mortgage payment platform[138] North Carolina Office Properties The company's corporate office is in Charlotte, NC, under a long-term lease with state and local grant incentives - The corporate office is located in Charlotte, North Carolina, under a 15-year lease that commenced in Q2 2021[139] - The company received state and local grants for investing in real estate, infrastructure, and job creation in North Carolina, but has not met all specified target levels for the December 2018 grant[140] Recent Mortgage Interest Rate Trends Rising mortgage interest rates have significantly dampened consumer demand for mortgages, impacting company revenue - Mortgage interest rate fluctuations significantly affect consumer demand for refinancings and new mortgages, impacting lender demand for leads and the company's revenue[141] - 30-year mortgage interest rates averaged 7.04% in Q3 2023, up from 5.58% in Q3 2022[145] - Refinance origination dollars increased to 18% of total mortgage origination dollars in Q3 2023, but total industry-wide mortgage origination dollars decreased 10% from Q3 2022[146] The U.S. Real Estate Market The health of the U.S. real estate market, a key driver of demand, has weakened with a decline in existing home sales - The health of the U.S. real estate market and interest rate levels are primary drivers of consumer demand for new mortgages[148] - Existing home sales decreased 16% in Q3 2023 compared to Q3 2022, with Fannie Mae predicting an 18% overall decrease in 2023 compared to 2022[149] LendingTree Spring (previously MyLendingTree) The LendingTree Spring platform continues to grow its user base and generate revenue from registered members - LendingTree Spring added 0.7 million new users in Q3 2023, bringing cumulative sign-ups to 27.6 million[150] - The platform generated $21 million in revenue in Q3 2023 from registered members[150] - The company focuses on improving the Spring experience to drive higher engagement, membership growth, and financial results[151] Cost Reductions and Simplification of Business The company implemented significant cost-saving measures, including workforce reductions and the closure of a business unit - Workforce reductions in September 2023 involved 12 employees, with $0.9 million in severance charges[152] - A Reduction Plan in March 2023 eliminated 13% of the workforce, incurring $5.3 million in severance charges and expected annual compensation expense reduction of $14 million[153] - The Ovation credit services business was closed by mid-2023, resulting in a $4.2 million asset impairment charge and $2.1 million in severance charges[154] Results of Operations for the Three and Nine Months ended September 30, 2023 and 2022 This section provides a detailed analysis of the company's operational results, comparing current and prior year periods Revenue Revenue decreased across all segments due to challenging market conditions and the discontinuation of a product line Revenue Changes by Segment (in thousands) | Segment | Q3 2023 vs Q3 2022 Change | Q3 2023 vs Q3 2022 % Change | 9M 2023 vs 9M 2022 Change | 9M 2023 vs 9M 2022 % Change | | :--- | :--- | :--- | :--- | :--- | | Home | $(31,537) | (49)% | $(122,181) | (51)% | | Consumer | $(35,408) | (34)% | $(80,434) | (26)% | | Insurance | $(15,695) | (22)% | $(42,009) | (18)% | | Total Revenue | $(82,648) | (35)% | $(244,788) | (31)% | - Consumer segment revenue decreased due to declines in personal loans (30% in Q3 2023) and credit cards (40% in Q3 2023), and the closure of the Ovation credit services business[160][161][162][164] - Home segment revenue decreased significantly due to lower refinance and purchase mortgage activity (61% in Q3 2023) and home equity loans (31% in Q3 2023) as interest rates rose[165][166] Cost of revenue Cost of revenue decreased due to lower compensation and benefits following workforce reductions and operational changes Cost of Revenue Changes (in thousands) | Period | 2023 | 2022 | Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Q3 | $7,570 | $14,105 | $(6,535) | (46)% | | 9M | $30,632 | $44,240 | $(13,608) | (31)% | - Decreases were primarily driven by a $4.9 million reduction in compensation and benefits in Q3 2023 and a $9.1 million reduction in 9M 2023, linked to the Reduction Plan and call center shutdown[169] - Cost of revenue as a percentage of revenue decreased to 5% in Q3 2023 from 6% in Q3 2022[170] Selling and marketing expense Selling and marketing expense was significantly reduced by cutting advertising expenditures in response to lower partner demand Selling and Marketing Expense Changes (in thousands) | Period | 2023 | 2022 | Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Q3 | $97,244 | $176,875 | $(79,631) | (45)% | | 9M | $350,420 | $565,569 | $(215,149) | (38)% | Advertising and Promotional Expense Changes (in thousands) | Category | Q3 2023 vs Q3 2022 Change | Q3 2023 vs Q3 2022 % Change | 9M 2023 vs 9M 2022 Change | 9M 2023 vs 9M 2022 % Change | | :--- | :--- | :--- | :--- | :--- | | Online | $(58,954) | (41)% | $(184,064) | (37)% | | Broadcast | $(15,091) | (100)% | $(16,481) | (98)% | | Total | $(75,705) | (46)% | $(205,576) | (39)% | - The company dynamically adjusts selling and marketing expenditures based on anticipated revenue opportunities and Network Partner demand[174][175] General and administrative expense General and administrative expense decreased due to lower compensation, professional fees, and technology costs General and Administrative Expense Changes (in thousands) | Period | 2023 | 2022 | Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Q3 | $26,380 | $39,540 | $(13,160) | (33)% | | 9M | $92,223 | $115,808 | $(23,585) | (20)% | - Decreases were driven by a $7.2 million reduction in compensation and benefits in Q3 2023 and a $14.8 million reduction in 9M 2023[177] - General and administrative expense as a percentage of revenue increased to 17% in the first nine months of 2023 from 15% in the first nine months of 2022[178] Product development Product development expense decreased primarily due to the workforce reduction plan implemented in Q1 2023 Product Development Expense Changes (in thousands) | Period | 2023 | 2022 | Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Q3 | $10,840 | $14,043 | $(3,203) | (23)% | | 9M | $36,096 | $42,413 | $(6,317) | (15)% | - The decrease is primarily attributed to the Reduction Plan implemented at the end of Q1 2023[180] Amortization of intangibles Amortization expense decreased significantly as certain intangible assets from past acquisitions became fully amortized Amortization of Intangibles Changes (in thousands) | Period | 2023 | 2022 | Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Q3 | $1,981 | $6,582 | $(4,601) | (70)% | | 9M | $6,012 | $21,574 | $(15,562) | (72)% | - The decrease is primarily due to certain intangible assets from recent business acquisitions becoming fully amortized[181] Goodwill impairment The company recorded a substantial goodwill impairment charge related to its Insurance reporting unit in Q3 2023 - A goodwill impairment charge of $38.6 million was incurred in the Insurance reporting unit in Q3 2023[182] Restructuring and severance Restructuring and severance expenses increased significantly due to multiple workforce reductions and a business closure Restructuring and Severance Expense Changes (in thousands) | Period | 2023 | 2022 | Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Q3 | $1,955 | $0 | $1,955 | 100% | | 9M | $9,967 | $3,760 | $6,207 | 165% | - Expenses include $0.9 million for September 2023 workforce reductions, $5.3 million for the March 2023 Reduction Plan, and $2.1 million for the Ovation business closure[183][184][186] Interest income/expense Net interest shifted from an expense to income for the nine-month period due to a large gain on debt extinguishment Interest (Expense) Income, Net Changes (in thousands) | Period | 2023 | 2022 | Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Q3 | $(7,097) | $(5,720) | $(1,377) | (24)% | | 9M | $10,992 | $(19,990) | $30,982 | 155% | - The first nine months of 2023 included a $34.3 million gain on extinguishment of debt from the repurchase of 2025 Notes[188] Other income Other income became a significant expense due to a substantial impairment charge on an equity investment Other (Expense) Income Changes (in thousands) | Period | 2023 | 2022 | Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Q3 | $(110,910) | $1,523 | $(112,433) | (7,382)% | | 9M | $(108,637) | $1,806 | $(110,443) | (6,115)% | - A $113.1 million impairment charge on an equity investment was incurred in Q3 2023[189] Income tax expense The company recorded an income tax benefit in 2023, a reversal from the large expense in 2022, due to valuation allowance changes Income Tax Benefit (Expense) Changes (in thousands) | Period | 2023 | 2022 | Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Q3 | $3,534 | $(135,911) | $139,445 | 103% | | 9M | $2,912 | $(133,954) | $136,866 | 102% | - The effective tax rate for 2023 periods varied from the federal statutory rate of 21% due to changes in the valuation allowance[190] - In 2022, a $139.7 million expense was recorded to establish a full valuation allowance against net deferred tax assets[191] Segment Profit This section analyzes the profitability of the company's Home, Consumer, and Insurance segments Home Segment Performance The Home segment saw significant declines in revenue and profit due to lower close rates and reduced demand from rising interest rates Home Segment Performance (in thousands) | Metric | Q3 2023 | Q3 2022 | Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Revenue | $33,390 | $64,927 | $(31,537) | (49)% | | Segment Profit | $11,295 | $24,117 | $(12,822) | (53)% | | Segment Margin | 34% | 37% | -3% | - | | Home Equity Revenue | $20,100 | $29,000 | $(8,900) | (31)% | - Lower close rates at lenders and reduced customer demand for home equity loans due to rising interest rates (Prime benchmark at 8.5%) were key factors[193][194] - Sustainable improvement in the Home segment is expected to require lower interest rates, lower home prices, or more for-sale inventory[195] Consumer Segment Performance The Consumer segment's revenue declined, but its segment margin improved due to a smaller decrease in segment profit Consumer Segment Performance (in thousands) | Metric | Q3 2023 | Q3 2022 | Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Revenue | $67,253 | $102,661 | $(35,408) | (34)% | | Segment Profit | $34,427 | $45,793 | $(11,366) | (25)% | | Segment Margin | 51% | 45% | +6% | - | | Personal Loans Revenue | $26,500 | $37,700 | $(11,200) | (30)% | | Credit Card Revenue | $14,600 | $24,300 | $(9,700) | (40)% | - Personal loan close rates declined, and small business loans faced tighter credit requirements, favoring established business owners with strong credit scores[197][198] - The company is implementing platform migrations for personal loans and enhancing application forms for small business loans to improve customization and data enrichment[197][199] Insurance Segment Performance The Insurance segment's revenue decreased, but segment profit and margin increased due to a focus on efficiency Insurance Segment Performance (in thousands) | Metric | Q3 2023 | Q3 2022 | Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Revenue | $54,536 | $70,231 | $(15,695) | (22)% | | Segment Profit | $23,359 | $22,568 | $791 | 4% | | Segment Margin | 43% | 32% | +11% | - | - Carrier partners have implemented successive price increases due to persistent loss cost inflation, but recent commentary suggests optimism for marketing budgets in 2024[201] - Aggressive consumer shopping led to record high volume in Q3 2023, positioning the business for improved financial performance next year[203] Variable Marketing Expense and Variable Marketing Margin Variable marketing expense and margin are key metrics used to measure marketing effectiveness and operating model efficiency - Variable marketing expense represents variable costs for advertising and direct marketing, excluding overhead and fixed costs, and is a primary metric for marketing effectiveness[204][205] - Variable marketing margin, defined as revenue less variable marketing expense, measures operating model efficiency[204][205] Variable Marketing Expense and Margin (in thousands) | Metric | Q3 2023 | Q3 2022 | 9M 2023 | 9M 2022 | | :--- | :--- | :--- | :--- | :--- | | Revenue | $155,188 | $237,836 | $538,149 | $782,937 | | Variable marketing expense | $87,439 | $163,144 | $317,796 | $523,372 | | Variable marketing margin | $67,749 | $74,692 | $220,353 | $259,565 | Adjusted EBITDA Adjusted EBITDA, a non-GAAP measure, increased significantly in Q3 2023 but decreased for the nine-month period - Adjusted EBITDA is a non-GAAP measure used to evaluate business performance, excluding interest, income tax, amortization, depreciation, non-cash compensation, impairment charges, and other one-time items[208][209] Adjusted EBITDA Reconciliation (in thousands) | Metric | Q3 2023 | Q3 2022 | 9M 2023 | 9M 2022 | | :--- | :--- | :--- | :--- | :--- | | Net loss | $(148,465) | $(158,684) | $(135,123) | $(177,548) | | Total Adjustments | $170,300 | $168,470 | $198,150 | $245,295 | | Adjusted EBITDA | $21,834 | $9,786 | $63,027 | $67,747 | - Adjusted EBITDA increased significantly in Q3 2023 to $21.8 million from $9.8 million in Q3 2022, but decreased for the first nine months of 2023 to $63.0 million from $67.7 million in 2022[214] Financial Position, Liquidity and Capital Resources This section details the company's financial health, cash flows, and available capital resources General Cash and cash equivalents decreased, but the company expects existing resources to be sufficient for future operating needs - Cash and cash equivalents were $175.6 million as of September 30, 2023, a decrease from $298.8 million at December 31, 2022[215] - The company repurchased $190.6 million of 2025 Notes for $156.3 million in Q1 2023, resulting in a $34.3 million gain on extinguishment[216] - Cash and cash equivalents and cash flows from operations are expected to be sufficient for operating needs for the next twelve months and beyond[217] Credit Facility The company maintains a credit facility with both revolving and term loan components to support liquidity - The Credit Agreement includes a $200.0 million Revolving Facility (matures Sep 2026) and a $250.0 million Term Loan Facility (matures Sep 2028)[218] - As of October 31, 2023, $246.9 million was outstanding under the Term Loan Facility, and $147.3 million was available for borrowing under the Revolving Facility[219] Cash Flows Operating cash flow increased, while financing activities shifted to a net use of cash due to debt repurchases Cash Flow Summary (in thousands) | Category | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | | :--- | :--- | :--- | | Net cash provided by operating activities | $46,692 | $26,322 | | Net cash used in investing activities | $(9,928) | $(25,410) | | Net cash (used in) provided by financing activities | $(160,150) | $33,411 | Cash Flows from Operating Activities Net cash from operating activities increased, driven by favorable changes in working capital accounts - Net cash provided by operating activities increased from $26.3 million in 9M 2022 to $46.7 million in 9M 2023[220] - The increase was primarily due to favorable changes in accounts receivable, prepaid and other current assets, and accounts payable, accrued expenses and other current liabilities[222] Cash Flows from Investing Activities Net cash used in investing activities decreased, primarily consisting of capital expenditures for software development - Net cash used in investing activities was $9.9 million in 9M 2023, primarily for capital expenditures related to internally developed software[223] - In 9M 2022, net cash used was $25.4 million, including a $16.4 million equity investment in EarnUp[224] Cash Flows from Financing Activities Financing activities resulted in a significant cash outflow due to the repurchase of convertible notes - Net cash used in financing activities was $160.2 million in 9M 2023, mainly due to the $156.3 million repurchase of 2025 Notes[225] - In 9M 2022, net cash provided was $33.4 million, including $250.0 million from a term loan and repayment of 2022 Notes[226] New Accounting Pronouncements Information regarding new accounting pronouncements is provided in Note 2 of the financial statements - Refer to Note 2—Significant Accounting Policies for details on new accounting pronouncements[227] Item 3. Quantitative and Qualitative Disclosures About Market Risk The company's primary market risk exposure relates to interest rate fluctuations affecting its credit facility and mortgage business - The company's financial instruments, other than the Credit Facility, are not exposed to significant market risk[228] - A hypothetical 100-basis point change in market interest rates would have a $2.5 million annual effect on interest paid on Credit Facility borrowings[228] - Interest rate fluctuations directly affect consumer demand for mortgages and refinancing, which in turn impacts lender demand for leads and the company's revenue per consumer[229] Item 4. Controls and Procedures Management concluded that the company's disclosure controls and procedures were effective as of September 30, 2023 Evaluation of Disclosure Controls and Procedures Management evaluated and confirmed the effectiveness of the company's disclosure controls and procedures - Management, with CEO and CFO participation, concluded that disclosure controls and procedures were effective as of September 30, 2023[230][231] - Disclosure controls are designed to ensure timely recording, processing, summarizing, and reporting of information required under the Exchange Act[231] Changes in Internal Control Over Financial Reporting No material changes were made to the company's internal control over financial reporting during the quarter - No material changes in internal control over financial reporting occurred during the quarter ended September 30, 2023[232] PART II—OTHER INFORMATION Item 1. Legal Proceedings The company is routinely involved in various legal proceedings, with details provided in the financial statement notes - The company is party to ongoing litigation involving property, contract, intellectual property, data privacy, and other claims[235] - Updated information on legal proceedings is available in Note 14—Contingencies[235] Item 1A. Risk Factors There have been no material changes to the risk factors previously disclosed in the 2022 Annual Report - No material changes to the risk factors discussed in the 2022 Annual Report have occurred[236] - Investors should consider all described risks, as well as unknown or unpredictable factors, which could adversely affect the business[237] Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities No common stock was repurchased under the public program in Q3 2023, though some shares were acquired for tax withholding Issuer Purchases of Equity Securities No shares were repurchased under the public stock repurchase program during the third quarter of 2023 - No shares of common stock were repurchased under the publicly announced stock repurchase program during Q3 2023[238] - As of October 27, 2023, approximately $96.7 million remains authorized for share repurchases[238] - 14,626 shares were purchased in Q3 2023 to satisfy federal and state withholding obligations for employee equity awards, which does not affect the publicly announced repurchase program[239][245] Item 5. Other Information No directors, executive officers, or the company itself adopted or terminated any Rule 10b5-1 trading arrangements in Q3 2023 - No directors or executive officers adopted or terminated Rule 10b5-1 trading arrangements for company securities during Q3 2023[243] - The company itself did not adopt or terminate a Rule 10b5-1 trading arrangement during Q3 2023[243] Item 6. Exhibits This section lists all exhibits filed with the Form 10-Q, including certifications and interactive data files - Exhibits include the Amended and Restated Certificate of Incorporation, Fourth Amended and Restated By-laws, CEO and CFO certifications (Rule 13a-14(a) and 18 U.S.C. 1350), and XBRL Interactive Data Files[246]