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What changed in LendingTree, Inc.'s 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of LendingTree, Inc.'s 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+328 added−283 removedSource: 10-K (2025-03-07) vs 10-K (2024-02-29)

Top changes in LendingTree, Inc.'s 2024 10-K

328 paragraphs added · 283 removed · 246 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeSegment Reporting We have three reportable segments: Home, Consumer, and Insurance. Products Our Home segment includes the following products: purchase mortgage, refinance mortgage, and home equity loans and lines of credit. 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 debt settlement.
Biggest changeOur Consumer segment includes the following products: credit cards, personal loans, small business loans, auto loans, deposit accounts, and other credit products such as debt settlement. We are in the process of exiting the student loan business and plan to be substantially completed by the end of the first quarter of 2025.
As a result, we are subject to a variety of federal and state laws and regulations, including: • The Truth-in-Lending Act, the Equal Credit Opportunity Act, the Fair Credit Reporting Act, Fair and Accurate Credit Transactions Act of 2003 (“FACTA”), the Fair Housing Act, the Real Estate Settlement Procedures Act (“RESPA”), and similar state laws, all of which place certain restrictions on the manner in which consumer loans are marketed and originated, and some of which impose restrictions on the amount and nature of fees that may be charged to lenders and real estate professionals for providing or obtaining consumer loan requests. • The Dodd-Frank Wall Street Reform and Consumer Protection Act, which imposes, among other things, limitations on fees charged by mortgage lenders, and requirements related to mortgage disclosures. • Federal and state licensing laws. • Federal and state laws, which impose restrictions on activities conducted through telephone, mail, email, mobile device or the Internet, including the Telemarketing Sales Rule (“TSR”), the Telephone Consumer Protection Act (“TCPA”), the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 (“CAN-SPAM”) and the Federal Trade Commission Act. • Federal and state laws and regulations relating to data privacy and security, including the Gramm-Leach-Bliley Act (“GLBA”), which may impact how we collect, use, store, share and otherwise process personal information of consumers and other individuals.
As a result, we are subject to a variety of federal and state laws and regulations, including: • The Truth-in-Lending Act, the Equal Credit Opportunity Act, the Fair Credit Reporting Act, Fair and Accurate Credit Transactions Act of 2003 (“FACTA”), the Fair Housing Act, the Real Estate Settlement Procedures Act (“RESPA”), and similar state laws, all of which place certain restrictions on the manner in which consumer loans are marketed and originated, and some of which impose restrictions on the amount and nature of fees that may be charged to lenders and real estate professionals for providing or obtaining consumer loan requests. • The Dodd-Frank Wall Street Reform and Consumer Protection Act, which imposes, among other things, limitations on fees charged by mortgage lenders, and requirements related to mortgage disclosures. • Federal and state consumer lending and insurance licensing laws. • Federal and state laws, which impose restrictions on activities conducted through telephone, mail, email, mobile device or the Internet, including the Telemarketing Sales Rule (“TSR”), the Telephone Consumer Protection Act (“TCPA”), the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 (“CAN-SPAM”) and the Federal Trade Commission Act. • Federal and state laws and regulations relating to data privacy and security, including the Gramm-Leach-Bliley Act (“GLBA”), which may impact how we collect, use, store, share and otherwise process personal information of consumers and other individuals.
Services include mortgage loans, mortgage refinances, 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.
Services include mortgage loans, mortgage refinances, home equity loans and lines of credit, auto loans, credit cards, deposit accounts, personal 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.
Through multiple branded marketplaces, LendingTree empowers consumers to shop for financial services the same way they would shop for airline tickets or hotel stays, comparing multiple offers from a nationwide network of approximately 500 partners (which we refer to as “Network Partners”) in one simple search, and choose the option that best fits their financial needs.
Through multiple branded marketplaces, LendingTree empowers consumers to shop for financial services the same way they would shop for airline tickets or hotel stays, comparing multiple offers from a nationwide network of approximately 430 partners (which we refer to as “Network Partners”) in one simple search, and choose the option that best fits their financial needs.
During 2022, the challenging interest rate environment and persistent inflationary pressures presented challenges for many of our mortgage lending and insurance partners. We saw the most significant impact in our Home segment as mortgage rates nearly doubled in 2022, causing a sharp decline in refinance volumes and pressure on purchase activity.
During 2022, the challenging interest rate environment and persistent inflationary pressures presented challenges for many of our mortgage, consumer and insurance partners. We saw the most significant impact in our Home segment as mortgage rates nearly doubled in 2022, causing a sharp decline in refinance volumes and pressure on purchase activity.
Any amendments to or waivers of the code of business conduct and ethics that are of the type described in Item 406(b) and (d) of Regulation S-K will be disclosed on our website or in public filings to the extent required by the applicable rules. 8 Table of Contents
Any amendments to or waivers of the code of business conduct and ethics that are of the type described in Item 406(b) and (d) of Regulation S-K will be disclosed on our website or in public filings to the extent required by the applicable rules. 9 Table of Contents
As we develop or identify new or improved proprietary technologies, we seek patent protection in the United States and abroad, as appropriate. As of December 31, 2023, we owned one (1) issued U.S. patent related to the system and method for collecting financial information over a global communications network, that expires in 2032.
As we develop or identify new or improved proprietary technologies, we seek patent protection in the United States and abroad, as appropriate. As of December 31, 2024, we owned one issued U.S. patent related to the system and method for collecting financial information over a global communications network, that expires in 2032.
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. During 2023, the challenging interest rate environment and inflationary pressures have continued to present challenges for many of our mortgage lending and insurance partners.
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. During 2023, the challenging interest rate environment and inflationary pressures continued to present challenges for many of our mortgage, consumer and insurance partners.
We also offer matches to providers of other Home lending products on our online marketplace include the following: • Home equity loans and lines of credit, which enable home owners to borrow against the equity in their home, as measured by the difference between the market value of the home and any existing loans secured by the home.
We also offer matches to providers of other Home lending products on our online marketplace that include the following: • Home equity loans and lines of credit, which enable homeowners to borrow against the equity in their home, as measured by the difference between the market value of the home and any existing loans secured by the home.
None of our employees are represented under collective bargaining agreements and we consider our relations with employees and independent contractors to be good. Additional Information Website and Public Filings We maintain a corporate website at www.lendingtree.com and an investor relations website at investors.lendingtree.com .
None of our employees are represented under collective bargaining agreements and we consider our relations with employees and independent contractors to be good. 8 Table of Contents Additional Information Website and Public Filings We maintain a corporate website at www.lendingtree.com and an investor relations website at investors.lendingtree.com .
Network Partners that receive a consumer request form evaluate the information contained in it to determine whether to make a conditional loan offer. (4) Communication of a Conditional Offer. All matched Network Partners and any conditional offers are presented to the consumer upon completion of the consumer request form.
Network Partners that receive a consumer request form evaluate the information contained in it to determine whether to make a conditional loan offer. 5 Table of Contents (4) Communication of a Conditional Offer. All matched Network Partners and any conditional offers are presented to the consumer upon completion of the consumer request form.
We ceased offering matches to providers of reverse mortgage loans in the fourth quarter of 2022. 5 Table of Contents Consumer Segment Consumer lending products on our online marketplace include information, tools and access to multiple conditional loan offers for the following: • Auto, which includes our auto refinance and purchase loan products.
We ceased offering matches to providers of reverse mortgage loans in the fourth quarter of 2022. Consumer Segment Consumer lending products on our online marketplace that include information, tools and access to multiple conditional loan offers for the following: • Auto, which includes our auto refinance and purchase loan products.
See “Risk Factors—Risks Related to Legal, Compliance and Regulations” for additional information and a discussion of our regulatory risks. Intellectual Property We believe that our intellectual property and proprietary rights are vital to our success.
See “Risk Factors—Risks Related to Legal, Compliance and Regulations” for additional information and a discussion of our regulatory risks. 7 Table of Contents Intellectual Property We believe that our intellectual property and proprietary rights are vital to our success.
Customers can track the progress of their financial health over time based on actions they have taken, and see recommended credit score improvement actions, loans or other products offered by LendingTree. By expanding our portfolio of financial services offerings, we are growing and diversifying our business and sources of revenue.
Customers can track the progress of their financial health over time based on actions they have taken, and see recommended credit score improvement actions, loans or other products offered by LendingTree. By expanding our portfolio of financial services offerings, we have grown and diversified our business and sources of revenue.
Home sales (and purchase mortgages) typically rise during the spring and summer months and decline during the fall and winter months, while refinancing and home equity activity is principally driven by mortgage interest rates as well as real estate values.
Home sales (and purchase mortgages) typically rise during the spring and summer months and decline during the fall and winter months, while refinancing and home equity 6 Table of Contents activity is principally driven by mortgage interest rates as well as real estate values.
We intend to capitalize on our expertise in performance marketing, product development and technology by leveraging the widespread recognition of the LendingTree brand.
We intend to capitalize on our expertise in performance marketing, product development and technology by leveraging the widespread recognition of the LendingTree brand and our expanded portfolio of product offerings.
The Company and our employees are committed to helping our communities thrive through a variety of Company-sponsored annual and ongoing community outreach efforts. As of December 31, 2023, we had 870 employees, of which approximately 860 are full-time and 10 are temporary or part-time.
The Company and our employees are committed to helping our communities thrive through a variety of Company-sponsored annual and ongoing community outreach efforts. As of December 31, 2024, we had 937 employees, of which approximately 927 are full-time and 10 are temporary or part-time.
In our Insurance segment, demand from our carrier partners remained volatile for much of the year as they continued to deal with persistent industry headwinds. In the last months of 2023, we began to see advertising budgets from our carrier partners increase and we are optimistic about the prospect for continued increases into 2024.
In our Insurance segment, demand from our carrier partners remained volatile for much of the year as they continued to deal with persistent industry headwinds. In the last months of 2023, we began to see advertising budgets from our carrier partners increase.
We believe the consumer and small business financial services industry is in the middle 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 the consumer and insurance industries are in the middle 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.
For our credit card product, we send click traffic to issuers and are generally paid per card approval. Revenues from our Insurance products are primarily derived from upfront match fees, and upfront fees for website clicks or fees for calls, earned through the delivery of consumer requests, as well as commissions earned on policy sales in our agency businesses.
Revenues from our Insurance products are primarily derived from upfront match fees, and upfront fees for website clicks or fees for calls, earned through the delivery of consumer requests, as well as commissions earned on policy sales in our agency businesses.
Insurance Segment Our Insurance segment includes information, tools and access to insurance quote products, including automobile, home, health and Medicare, through which consumers are matched with insurance lead aggregators to obtain insurance offers, as well as insurance policies in our agency businesses. Our QuoteWizard business is one of the largest insurance comparison marketplaces in the growing online insurance advertising market.
Insurance Segment Our Insurance segment includes information, tools and access to insurance quote products, including automobile, home, life, health and Medicare, through which consumers are matched with insurance lead aggregators to obtain insurance offers, as well as insurance policies in our agency businesses.
Because a given consumer request form can be matched with more than one Network Partner, up to five match fees may be generated from a single consumer request form. Revenues from our Consumer products are generally derived from upfront match fees paid on delivery of a consumer request, click or call and closed loan fees.
Revenues from our Home products are mostly derived from upfront match fees paid by Network Partners that receive a consumer request. Because a given consumer request form can be matched with more than one Network Partner, up to five match fees may be generated from a single consumer request form.
We may develop such new offerings through internal product development efforts, strategic business relationships with third parties and/or acquisitions. Seasonality Revenue in our Home segment is subject to cyclical and seasonal trends.
We intend to continue adding new offerings for consumers, small businesses and Network Partners on our online marketplace, in order to grow and diversify our sources of revenue. We may develop such new offerings through internal product development efforts, strategic business relationships with third parties and/or acquisitions. Seasonality Revenue in our Home segment is subject to cyclical and seasonal trends.
Our Insurance segment consists of insurance quote products and insurance policies in our agency businesses. 4 Table of Contents Segment revenue is as follows (in thousands) : For the Year Ended December 31, 2023 2022 2021 Home $ 143,753 $ 289,383 $ 441,738 Consumer 278,945 396,109 329,945 Insurance 249,605 299,073 326,153 Other 199 427 663 Total revenue $ 672,502 $ 984,992 $ 1,098,499 LendingTree does not charge consumers for the use of our services.
Segment revenue is as follows (in thousands) : For the Year Ended December 31, 2024 2023 2022 Home $ 128,854 $ 143,753 $ 289,383 Consumer 222,462 278,945 396,109 Insurance 548,704 249,605 299,073 Other 199 199 427 Total revenue $ 900,219 $ 672,502 $ 984,992 LendingTree does not charge consumers for the use of our services.
For the years ended December 31, 2023, 2022 and 2021 no Network Partners accounted for more than 10% of total consolidated revenue. Home Segment We partner with lenders throughout the United States to provide full geographic lending coverage and to offer a complete suite of loan offerings on our marketplace.
Home Segment We partner with lenders throughout the United States to provide full geographic lending coverage and to offer a complete suite of loan offerings on our marketplace.
We ceased offering reverse mortgage loans on our marketplace in the fourth quarter of 2022. We ceased offering credit repair products at the end of the second quarter of 2023 when we shut-down our Ovation business.
We ceased offering credit repair products at the end of the second quarter of 2023 when we shut-down our Ovation business. Our Insurance segment consists of insurance quote products and insurance policies in our agency businesses.
Other factors affecting our businesses include macro factors such as credit availability in the market, interest rates, inflation, the strength of the economy and employment. 6 Table of Contents Competition Our businesses compete with other online marketing companies, including online intermediaries that operate network-type arrangements. We also face competition from lenders and insurance agents that source consumers directly.
Competition Our businesses compete with other online marketing companies, including online intermediaries that operate network-type arrangements. We also face competition from lenders and insurance agents that source consumers directly.
In addition, we reserve and register domain names when and where we deem appropriate. As of December 31, 2023, we owned approximately 1,550 registered domain names. We also have agreements with third parties that provide for the licensing of patented, copyrighted and other proprietary technology used in our business.
We also have agreements with third parties that provide for the licensing of patented, copyrighted and other proprietary technology used in our business.
We have made investments in technologically-adept personnel and we use in-market real-time testing to improve our digital platforms. Additionally, we work with our Network Partners, including providing training and other resources, to improve the consumer experience throughout the process.
We have made investments in technologically-adept personnel and we use in-market real-time testing to improve our digital platforms.
We believe that consumers with existing LendingTree-branded associations will be more likely to utilize our other service offerings than those of other providers whose brands consumers may not recognize. Our Spring platform (previously called MyLendingTree) offers a personalized comparison-shopping experience, financial health advice and credit simulations by providing free access to credit scores and credit score analysis.
We believe that consumers with existing LendingTree-branded associations will be more likely to utilize our other service offerings than those of other providers whose brands consumers may not recognize. We introduced our Spring platform, which provides a relationship-based consumer experience, rather than just a transaction-based experience.
Further, we have been building and improving our Spring platform (previously MyLendingTree), which provides a relationship-based consumer experience, rather than just a transaction-based experience. 3 Table of Contents Evolution and Future Growth of Our Business At its inception, our original business was to serve consumers seeking home mortgage loans by matching them with various lenders.
Additionally, we work with our Network Partners, including providing training and other resources, to improve the consumer experience throughout the process. 3 Table of Contents Evolution and Future Growth of Our Business At its inception, our original business was to serve consumers seeking home mortgage loans by matching them with various lenders.
Our personal loan product experiences less consumer demand during the fourth and first quarters of each year. We also anticipate less consumer demand for credit cards in the fourth quarter of each year, and we anticipate higher consumer demand for deposit accounts in the first quarter of each year.
We also anticipate less consumer demand for credit cards in the fourth quarter of each year, and we anticipate higher consumer demand for deposit accounts in the first quarter of each year. Other factors affecting our businesses include macro factors such as credit availability in the market, interest rates, inflation, the strength of the economy and employment.
As of December 31, 2023, we owned 60 trademarks and service marks, 53 of which are registered with the United States Patent and Trademark Office (“USPTO”), and seven of which have applications pending with the USPTO but have not yet been registered. These registrations can typically be renewed at 10-year intervals.
Of the 43 marks registered or pending with the USPTO, six have applications pending but have not yet been registered. These registrations can typically be renewed at 10-year intervals. In addition, we reserve and register domain names when and where we deem appropriate. As of December 31, 2024, we owned approximately 1,570 registered domain names.
We also owned one (1) 7 Table of Contents provisional U.S. patent related to systems and methods for optimizing software development and testing that expired on January 30, 2024. Many of our services are offered under proprietary trademarks and service marks.
We also owned one provisional U.S. patent related to systems for determination of fair market value of a mortgage lead that expires on July 26, 2025, at which time a non-provisional patent application may be filed. Many of our services are offered under proprietary trademarks and service marks.
ValuePenguin, a personal finance website that offers consumers objective analysis on a variety of financial topics from insurance to credit cards, is also part of our Insurance segment. We intend to continue adding new offerings for consumers, small businesses and Network Partners on our online marketplace, in order to grow and diversify our sources of revenue.
Our QuoteWizard business is one of the largest insurance comparison marketplaces in the growing online insurance advertising market. ValuePenguin, a personal finance website that offers consumers objective analysis on a variety of financial topics related to insurance, is also part of our Insurance segment.
Revenues from our Home products are mostly derived from upfront match fees paid by Network Partners that receive a consumer request, and in some cases upfront fees for clicks or call transfers.
Revenues from our Consumer products are generally derived from upfront match fees paid on delivery of a consumer request, click or call and closed loan fees. For our credit card product, we send click traffic to issuers and are generally paid per card approval.
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The majority of consumer demand for in-school student loan products occurs in the third quarter coinciding with collegiate enrollment in late summer.
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Our Spring platform offers a personalized comparison-shopping experience, financial health advice and credit simulations by providing free access to credit scores and credit score analysis.
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Our Consumer segment was also negatively impacted by economic conditions, with successive Federal Reserve rate increases having their intended effect of tightening financial conditions. The availability of credit contracted and lenders were less inclined to make loans in an environment with high inflation and significantly increased cost of capital.
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During 2024, the challenging interest rate environment and inflationary pressures have continued to present challenges for many of our mortgage lending partners. In our Home segment, mortgage rates remained relatively consistent in 2024, with the annual average mortgage rate in 2024 of 6.7% compared to 6.8% in 2023.
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However, these rates are more than doubled compared to the low annual average mortgage rates seen in 2021. The increased mortgage rates continue to cause reduced refinance volumes and continue to put pressure on purchase activity. Additionally, the restrictive lending conditions continue to pressure our Consumer segment.
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In our Insurance segment, demand from our carrier partners increased significantly in 2024 and we are optimistic about maintaining the strong performance in the Insurance segment as we head into 2025. 4 Table of Contents Segment Reporting We have three reportable segments: Home, Consumer, and Insurance.
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Products Our Home segment includes the following products: purchase mortgage, refinance mortgage, and home equity loans and lines of credit. We ceased offering reverse mortgage loans on our marketplace in the fourth quarter of 2022.
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For the year ended December 31, 2024, two Network Partners, Progressive Casualty Insurance and Allstate Insurance Company, accounted for 22% and 11%, respectively, of total consolidated revenue, all of which was recorded within our Insurance segment. For the years ended December 31, 2023 and 2022, no Network Partners accounted for more than 10% of total consolidated revenue.
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We are in the process of exiting the student loans business, and plan to be substantially completed by the end of the first quarter of 2025.
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Our insurance segment typically experiences a decline in December around the holidays and an increase in the spring around tax season. Our personal loan product experiences less consumer demand during the fourth and first quarters of each year.
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As of December 31, 2024, we owned 58 trademarks and service marks; 15 of those marks are registered outside of the United States, and 43 are registered or in the midst of the application process with the United States Patent and Trademark Office (“USPTO”).

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeThese sales might also make it more difficult for us to sell equity securities at a time and price that we deem appropriate. We may issue additional shares of our common stock in the future pursuant to current or future equity incentive plans, or in connection with current or future acquisitions or financings.
Biggest changeThe market price of our common stock could decline as a result of sales by our existing stockholders in the market, or the perception that these sales could occur. These sales might also make it more difficult for us to sell equity securities at a time and price that we deem appropriate.
Our financial condition and results of operations have been and may continue to be adversely affected by public health issues, including epidemics or pandemics such as COVID-19. We face various risks related to public health issues, including epidemics, pandemics, and other outbreaks, including the global outbreak of COVID-19.
Our financial condition and results of operations have been and may continue to be adversely affected by public health issues, including epidemics or pandemics such as COVID-19. We face various risks related to public health issues, including epidemics, pandemics, and other outbreaks, such as the global outbreak of COVID-19.
Some of our products are new to the market and may fail to achieve or maintain customer acceptance and profitability. We have, in the past, launched a number of new products and may, in the future, launch new products. We do not have as much experience with new products as with the other more mature products.
Some of our products are new to the market and may fail to achieve or maintain customer acceptance and profitability. We have, in the past, launched a number of new products and may, in the future, launch new products. We do not have as much experience with new products as with other more mature products.
If consumers do not find value in our Spring platform or other platforms, or do not like the consumer experience on the platforms, the number of matches on our platform may decline, which would harm our business, financial condition and resul ts of operations.
If consumers do not find value in our Spring platform or other platforms, or do not like the consumer experience on the platforms, the number of matches on our platforms may decline, which would harm our business, financial condition and resul ts of operations.
Our QuoteWizard business poses risks for our ongoing operations, including, but not limited to: • adverse conditions in the economy may affect insurance carriers and their willingness to issue policies; • covered losses among insurance carriers may increase beyond normal and budgeted levels which could cause a reduction in demand for leads; • insurance carriers and other advertisers in the business verticals in which we or QuoteWizard operate may be unwilling to advertise on our or QuoteWizard’s websites or mobile applications; • concentration of customers with large insurance carriers may cause significant budget reductions from these customers and may impact our business; • major publishers may determine they no longer want QuoteWizard as an advertising partner; • changes in underwriting approval rates by insurance carrier customers; • increased competition and its effect on our or QuoteWizard’s website traffic, click-through rates, advertising rates, revenue, margins, and market share; • the cost of media may rise at a faster pace than QuoteWizard's monetization of traffic; • ability to provide competitive service to insurance carriers and to consumers using QuoteWizard’s and our online offerings and other platforms; • insurance carriers may determine that the online digital marketing channel is no longer a viable marketing platform for generating new insurance customers; • government regulatory agencies may hinder or disallow the operation of QuoteWizard's marketplace; • new government regulations and/or laws that affect the ability of private insurance carriers to market products directly to the consumer; • new government regulations and/or laws that would replace private insurance programs with government run programs; • our ability to maintain brand recognition for both LendingTree and QuoteWizard and to effectively leverage the LendingTree brand with the QuoteWizard brand; • our ability to develop new products and services and enhance existing ones; • our ability to retain key employees of QuoteWizard; 12 Table of Contents • costs and expenses associated with any undisclosed or potential liabilities; • that the business acquired in the acquisition may not continue to perform as well as anticipated; and • ongoing operating risks, including liabilities arising from data privacy and security laws and regulations or security breaches.
Our QuoteWizard business poses risks for our ongoing operations, including, but not limited to: • adverse conditions in the economy may affect insurance carriers and their willingness to issue policies; • covered losses among insurance carriers may increase beyond normal and budgeted levels which could cause a reduction in demand for leads; • insurance carriers and other advertisers in the business verticals in which we or QuoteWizard operate may be unwilling to advertise on our or QuoteWizard’s websites or mobile applications; • concentration of customers with large insurance carriers may cause significant budget reductions from these customers and may impact our business; 12 Table of Contents • major publishers may determine they no longer want QuoteWizard as an advertising partner; • changes in underwriting approval rates by insurance carrier customers; • increased competition and its effect on our or QuoteWizard’s website traffic, click-through rates, advertising rates, revenue, margins, and market share; • the cost of media may rise at a faster pace than QuoteWizard's monetization of traffic; • ability to provide competitive service to insurance carriers and to consumers using QuoteWizard’s and our online offerings and other platforms; • insurance carriers may determine that the online digital marketing channel is no longer a viable marketing platform for generating new insurance customers; • government regulatory agencies may hinder or disallow the operation of QuoteWizard's marketplace; • new government regulations and/or laws that affect the ability of private insurance carriers to market products directly to the consumer; • new government regulations and/or laws that would replace private insurance programs with government run programs; • our ability to maintain brand recognition for both LendingTree and QuoteWizard and to effectively leverage the LendingTree brand with the QuoteWizard brand; • our ability to develop new products and services and enhance existing ones; • our ability to retain key employees of QuoteWizard; • costs and expenses associated with any undisclosed or potential liabilities; • that the business may not continue to perform as well as anticipated; and • ongoing operating risks, including liabilities arising from data privacy and security laws and regulations or security breaches.
Even if we successfully acquire additional businesses or technologies, we may not achieve the anticipated benefits or synergies due to a number of factors, including but not limited to: • senior management’s attention may be diverted from the management of daily operations to the integration of the businesses acquired in the acquisition; • inability to generate sufficient revenue to offset acquisition costs; • inability to maintain relationships with customers and partners of the acquired business; • challenges maintaining quality and security standards consistent with our brand; • inability to achieve anticipated synergies or unanticipated difficulty with integration into our corporate culture; • the need to integrate or implement additional controls, procedures, and policies; • harm to our existing business relationships with business partners as a result of the acquisition; • use of substantial portions of our available cash or the incurrence of debt to consummate the acquisition; • inability to retain key employees of businesses acquired; • inability to fully integrate the businesses acquired; • costs and expenses associated with any undisclosed or potential liabilities; • that the businesses acquired in the acquisition may not perform as well as anticipated; • adverse conditions in the economy may affect the lenders or insurance carriers or other customers of the acquired businesses and their willingness to issue new credit, write new policies or otherwise expand their businesses; • advertisers in the business verticals in which we, or the acquired businesses we operate, may be unwilling to advertise on our websites or mobile applications; • increased competition and its effect on our or the acquired businesses' website traffic, click-through rates, submitted consumer requests, advertising rates, revenue, margins, and market share; 15 Table of Contents • our ability to maintain brand recognition for both us and the acquired businesses and to effectively leverage the LendingTree brand with the newly acquired brands; • our ability to develop new products and services and enhance existing ones; and • assumed liabilities associated with the historical operations of the acquired businesses, including as a result of data privacy and security laws and regulations or security breaches.
Even if we successfully acquire additional businesses or technologies, we may not achieve the anticipated benefits or synergies due to a number of factors, including but not limited to: • senior management’s attention may be diverted from the management of daily operations to the integration of the businesses acquired in the acquisition; • inability to generate sufficient revenue to offset acquisition costs; • inability to maintain relationships with customers and partners of the acquired business; • challenges maintaining quality and security standards consistent with our brand; • inability to achieve anticipated synergies or unanticipated difficulty with integration into our corporate culture; • the need to integrate or implement additional controls, procedures, and policies; • harm to our existing business relationships with business partners as a result of the acquisition; • use of substantial portions of our available cash or the incurrence of debt to consummate the acquisition; • inability to retain key employees of businesses acquired; • inability to fully integrate the businesses acquired; • costs and expenses associated with any undisclosed or potential liabilities; • that the businesses acquired in the acquisition may not perform as well as anticipated; • adverse conditions in the economy may affect the lenders or insurance carriers or other customers of the acquired businesses and their willingness to issue new credit, write new policies or otherwise expand their businesses; • advertisers in the business verticals in which we, or the acquired businesses we operate, may be unwilling to advertise on our websites or mobile applications; • increased competition and its effect on our or the acquired businesses' website traffic, click-through rates, submitted consumer requests, advertising rates, revenue, margins, and market share; • our ability to maintain brand recognition for both us and the acquired businesses and to effectively leverage the LendingTree brand with the newly acquired brands; • our ability to develop new products and services and enhance existing ones; and • assumed liabilities associated with the historical operations of the acquired businesses, including as a result of data privacy and security laws and regulations or security breaches.
Our businesses have experienced, and will likely continue to experience a decline in demand for their offerings due to decreased consumer demand as a result of the conditions described above, now or in the future. The high interest rates in 2022 and 2023 and home affordability significantly impacted our mortgage business and continue to do so.
Our businesses have experienced, and will likely continue to experience a decline in demand for their offerings due to decreased consumer demand as a result of the conditions described above, now or in the future. The high interest rates in 2022, 2023, and 2024 and home affordability significantly impacted our mortgage business and continue to do so.
Some of the factors that could negatively affect the price of our common stock or result in fluctuations in the price or trading volume of our common stock include: • our ability to attract new customers and retain existing customers; • the timing and success of introductions of new products and services; • rapid technological change, frequent new product introductions and evolving industry standards; • variations in our quarterly operating and financial results or our projected operating and financial results; • failure to meet analysts' earnings estimates; • publication of research reports about us, our Network Partners or our industry; • additions or departures of key management personnel; • adverse market reaction to any indebtedness we may incur or preferred or common stock we may issue in the future; • actions by stockholders, including “activist” investors; • changes in market valuations of other companies in our industry, including our Network Partners and competitors; • announcements by us or our competitors of significant contracts, acquisitions, dispositions, strategic partnerships, joint ventures or capital commitments; • increased competition from one or more large, well-established technology companies; • systems, data center, website and internet failures, breaches and service interruptions; • speculation in the press or investment community, including the short selling of our common stock; 27 Table of Contents • changes or proposed changes in laws or regulations affecting our industry or enforcement of these laws and regulations, or announcements relating to these matters; • threatened or actual ligation; • loss of key employees; and • changes in general economic or market conditions.
Some of the factors that could negatively affect the price of our common stock or result in fluctuations in the price or trading volume of our common stock include: • our ability to attract new customers and retain existing customers; • the timing and success of introductions of new products and services; • rapid technological change, frequent new product introductions and evolving industry standards; 28 Table of Contents • variations in our quarterly operating and financial results or our projected operating and financial results; • failure to meet analysts' earnings estimates; • publication of research reports about us, our Network Partners or our industry; • additions or departures of key management personnel; • adverse market reaction to any indebtedness we may incur or preferred or common stock we may issue in the future; • actions by stockholders, including “activist” investors; • changes in market valuations of other companies in our industry, including our Network Partners and competitors; • announcements by us or our competitors of significant contracts, acquisitions, dispositions, strategic partnerships, joint ventures or capital commitments; • increased competition from one or more large, well-established technology companies; • systems, data center, website and internet failures, breaches and service interruptions; • speculation in the press or investment community, including the short selling of our common stock; • changes or proposed changes in laws or regulations affecting our industry or enforcement of these laws and regulations, or announcements relating to these matters; • threatened or actual ligation; and • changes in general economic or market conditions.
Furthermore, if any free search engine traffic on which we rely begins charging fees for listing or placement, or if one or more of the search engines or other online sources on which we rely for purchased listings, modifies or terminates its relationship with us, our expenses could rise, we could lose customers, and traffic to our websites could decrease, all of which could have a material adverse effect on our business, financial condition and results of operations. 10 Table of Contents We rely on technology to operate our business and continue to implement substantial changes to our information systems.
Furthermore, if any free search engine traffic on which we rely begins charging fees for listing or placement, or if one or more of the search engines or other online sources on which we rely for purchased listings, modifies or terminates its relationship with us, our expenses could rise, we could lose customers, and traffic to our websites could decrease, all of which could have a material adverse effect on our business, financial condition and results of operations. 11 Table of Contents We rely on technology to operate our business and continue to implement substantial changes to our information systems.
Factors that could negatively affect our ability to grow our user base and engagement include, among others: • we lose users to new market entrants and/or existing competitors; • we do not obtain regulatory approvals necessary for expansion into new verticals, or to launch new products, product features or tools; • we fail to effectively use search engines, social media platforms, digital app stores, content-based online advertising, and other online sources for generating traffic to our platform; 14 Table of Contents • our platform experiences disruptions or outages; • we suffer reputational harm to our brand including from negative publicity, whether accurate or inaccurate; • we fail to offer new and competitive products, to provide effective updates to our existing products or to keep pace with technological improvements in our industry; • technical or other problems frustrate the user experience; • we are unable to address user concerns regarding the content, privacy, and security of our digital platform; • we are unable to continue to innovate and improve our platform by generating compelling content and tools; or • existing or new financial services providers use incentives to directly cross-sell their products, reducing consumer benefits of using multiple providers.
Factors that could negatively affect our ability to grow our user base and engagement include, among others: • we lose users to new market entrants and/or existing competitors; • we do not obtain regulatory approvals necessary for expansion into new verticals, or to launch new products, product features or tools; • we fail to effectively use search engines, social media platforms, digital app stores, content-based online advertising, and other online sources for generating traffic to our platforms; • our platforms experience disruptions or outages; • we suffer reputational harm to our brand including from negative publicity, whether accurate or inaccurate; • we fail to offer new and competitive products, to provide effective updates to our existing products or to keep pace with technological improvements in our industry; • technical or other problems frustrate the user experience; • we are unable to address user concerns regarding the content, privacy, and security of our digital platforms; • we are unable to continue to innovate and improve our platforms by generating compelling content and tools; or 15 Table of Contents • existing or new financial services providers use incentives to directly cross-sell their products, reducing consumer benefits of using multiple providers.
The full impact of COVID-19 or any widespread public health issue on our financial condition and results of operations will depend on the duration and scope of an outbreak (including any potential future waves, the emergence or re-emergence of variants and their transmissibility, and the success of vaccination programs and treatments), its impact on our consumers and our Network Partners, how quickly normal economic conditions, operations, and the demand for our services and products can resume, and any permanent behavioral changes that the pandemic may cause.
The full impact of any widespread public health issue on our financial condition and results of operations will depend on the duration and scope of an outbreak (including any potential future waves, the emergence or re-emergence of variants and their transmissibility, and the success of vaccination programs and treatments), its impact on our consumers and our Network Partners, how quickly normal economic conditions, operations, and the demand for our services and products can resume, and any permanent behavioral changes that the pandemic may cause.
It is possible that further amendments to the CCPA and the CPRA will be enacted, but even in their current forms it remains unclear how various provisions of the CCPA and CPRA will be interpreted and enforced.
It is possible that further amendments to the CCPA will be enacted, but even in their current forms it remains unclear how various provisions of the CCPA will be interpreted and enforced.
Our amended and restated certificate of incorporation and/or bylaws include provisions that: 28 Table of Contents • authorize our board of directors to issue, without further action by our stockholders, up to 5,000,000 shares of undesignated preferred stock, sometimes referred to as “blank check preferred”; • prohibit cumulative voting in the election of directors; • provide that vacancies on our board of directors may be filled only by the affirmative vote of a majority of directors then in office or by the sole remaining director; • provide that only our board of directors may change the size of our board of directors; • specify that special meetings of our stockholders may be called only by or at the direction of our board of directors or by a person specifically designated with such authority by the board; and • prohibit stockholders from taking action by written consent.
Our amended and restated certificate of incorporation and/or bylaws include provisions that: • authorize our board of directors to issue, without further action by our stockholders, up to 5,000,000 shares of undesignated preferred stock, sometimes referred to as “blank check preferred”; • prohibit cumulative voting in the election of directors; • provide that vacancies on our board of directors may be filled only by the affirmative vote of a majority of directors then in office or by the sole remaining director; • provide that only our board of directors may change the size of our board of directors; • specify that special meetings of our stockholders may be called only by or at the direction of our board of directors or by a person specifically designated with such authority by the board; and • prohibit stockholders from taking action by written consent.
The success of our new products will depend on a number of factors, including, but not limited to: • implementing, at an acceptable cost, product features offered by our competitors and/or expected by consumers, lenders and lead purchasers; • market acceptance by consumers, lenders and lead purchasers; • offerings by current and future competitors; • our ability to attract and retain management and other skilled personnel for these businesses; • our ability to collect amounts owed to us from third parties; • our ability to develop successful and cost-effective marketing campaigns; and • our ability to timely adjust marketing expenditures in relation to changes in demand for the underlying products and services offered by our Network Partners.
The success of our new products will depend on a number of factors, including, but not limited to: • implementing, at an acceptable cost, product features offered by our competitors and/or expected by consumers, and Network Partners; • market acceptance by consumers and Network Partners; • offerings by current and future competitors; • our ability to attract and retain management and other skilled personnel for these businesses; • our ability to collect amounts owed to us from third parties; • our ability to develop successful and cost-effective marketing campaigns; and • our ability to timely adjust marketing expenditures in relation to changes in demand for the underlying products and services offered by our Network Partners.
If we do not succeed in attracting well-qualified employees or developing, retaining and motivating existing employees, our business and results of operations could be harmed. 16 Table of Contents Network Partners on our marketplaces may not provide competitive levels of service to consumers, which could materially and adversely affect our brands and businesses and their ability to attract consumers.
If we do not succeed in attracting well-qualified employees or developing, retaining and motivating existing employees, our business and results of operations could be harmed. 17 Table of Contents Network Partners on our marketplaces may not provide competitive levels of service to consumers, which could materially and adversely affect our brands and businesses and their ability to attract consumers.
Breaches or failures of security involving our systems or website or those of any of our affiliates, Network Partners or external service providers have occurred 18 Table of Contents in the past and may occur in the future, and have in the past resulted in, and could in the future result in, the theft, unauthorized access, acquisition, use, disclosure, modification or misappropriation of personal information of our consumers, employees or third parties with whom we conduct business, or other confidential, proprietary and sensitive data, fraudulent activity, or system disruptions or shutdowns.
Breaches or failures of security involving our systems or website or those of any of our affiliates, Network Partners or external service providers have occurred in the past and may occur in the future, and have in the past resulted in, and could in the future result in, the theft, unauthorized access, acquisition, use, disclosure, modification or misappropriation of personal information of our consumers, employees or third parties with whom we conduct business, or other confidential, proprietary and sensitive data, fraudulent activity, or system disruptions or shutdowns.
From when we became a publicly-traded company to as of December 31, 2023, the price per share of our common stock has fluctuated from an intraday low of $1.42 per share to an intraday high of $434.94 per share. The market price of our common stock may fluctuate or decline significantly in the future.
From when we became a publicly-traded company to as of December 31, 2024, the price per share of our common stock has fluctuated from an intraday low of $1.42 per share to an intraday high of $434.94 per share. The market price of our common stock may fluctuate or decline significantly in the future.
Network Partners can offer loans, insurance and other financial products directly to consumers through their own marketing 9 Table of Contents campaigns or other traditional methods of distribution, such as referral arrangements, physical store-front operations or broker agreements.
Network Partners can offer loans, insurance and other financial products directly to consumers through their own marketing campaigns or other traditional methods of distribution, such as referral arrangements, physical store-front operations or broker 10 Table of Contents agreements.
In addition, if our practices are not consistent, or viewed as not 22 Table of Contents consistent, with legal and regulatory requirements, including changes in laws, regulations and standards or new interpretations or applications of existing laws, regulations and standards, we may also become subject to audits, inquiries, whistleblower complaints, adverse media coverage, investigations, or severe criminal or civil sanctions, all of which may affect our financial condition, operating results and our reputation.
In addition, if our practices are not consistent, or viewed as not consistent, with legal and regulatory requirements, including changes in laws, regulations and standards or new interpretations or applications of existing laws, regulations and standards, we may also become subject to audits, inquiries, whistleblower complaints, adverse media coverage, investigations, or severe criminal or civil sanctions, all of which may affect our financial condition, operating results and our reputation.
Reasons that lenders might reduce their willingness to make personal loans at attractive interest rates may include regulatory changes, stricter institutional lending criteria, a lack of adequate funding sources or capital for loan originations, or increased borrower default levels, which may occur upon adverse changes in regional, national or global economic conditions.
Reasons that lenders might reduce their willingness to make personal loans at attractive 13 Table of Contents interest rates may include regulatory changes, stricter institutional lending criteria, a lack of adequate funding sources or capital for loan originations, or increased borrower default levels, which may occur upon adverse changes in regional, national or global economic conditions.
Moreover, we cannot guarantee that we have entered into confidentiality agreements with each party that has or may have had access to our confidential or proprietary information, know-how and trade secrets, or that any such confidentiality agreements will be effective in controlling access to, and distribution, use, misuse, misappropriation, reverse engineering or disclosure of, our confidential or proprietary information, know-how and trade secrets.
Moreover, we cannot guarantee that we have entered into confidentiality agreements with each party that has or may have had access to our confidential or proprietary information, know-how and trade secrets, or that any such confidentiality agreements 26 Table of Contents will be effective in controlling access to, and distribution, use, misuse, misappropriation, reverse engineering or disclosure of, our confidential or proprietary information, know-how and trade secrets.
Business—Seasonality included elsewhere in this annual report for more information. Any of these seasonal trends, or the combination of them, may negatively impact the price of our common stock. 29 Table of Contents The conditional conversion feature of our outstanding convertible senior notes, if triggered, may adversely affect our financial condition and operating results.
Business—Seasonality included elsewhere in this Annual Report for more information. Any of these seasonal trends, or the combination of them, may negatively impact the price of our common stock. The conditional conversion feature of our outstanding convertible senior notes, if triggered, may adversely affect our financial condition and operating results.
Factors that may be considered a change in circumstances, indicating that the carrying value of our goodwill or indefinite-lived intangible assets may not be recoverable, include a decline in stock price and market capitalization, reduced future cash flow estimates and slower growth rates in our industry or our customers’ industries.
Factors that may be considered a change in circumstances, indicating that the carrying value of our goodwill or indefinite-lived intangible assets may not be recoverable, include a decline in stock price and market capitalization, reduced future cash flow 32 Table of Contents estimates and slower growth rates in our industry or our customers’ industries.
While we strive to protect our trademarks, service marks and domain names, effective trademark protection may not 24 Table of Contents be available and contractual disputes may affect the use of marks governed by private contract. Similarly, not every variation of a domain name may be available or be registered, even if available.
While we strive to protect our trademarks, service marks and domain names, effective trademark protection may not be available and contractual disputes may affect the use of marks governed by private contract. Similarly, not every variation of a domain name may be available or be registered, even if available.
Ineffective disclosure controls and procedures and internal control over financial reporting could also cause investors to lose confidence in our reported financial and other information, which would likely have a negative effect on the trading price of our common stock.
Ineffective disclosure controls and procedures and internal control over financial reporting could also cause investors to lose confidence in our reported financial and other information, which would likely have a negative effect on the trading price of our 27 Table of Contents common stock.
Under GAAP, 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 31 Table of Contents estimate the fair value of any contingent consideration.
Under GAAP, 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.
There can be no assurance that the Internet’s infrastructure will continue to be able to support the demands placed on it by sustained growth in the number of users and amount of traffic. To the extent that the Internet’s infrastructure is unable to support the demands placed on it, our business may 26 Table of Contents be impacted.
There can be no assurance that the Internet’s infrastructure will continue to be able to support the demands placed on it by sustained growth in the number of users and amount of traffic. To the extent that the Internet’s infrastructure is unable to support the demands placed on it, our business may be impacted.
We need to anticipate, develop and introduce new products, services and applications on a timely and cost-effective basis that keep pace with technological developments and changing consumer and customer needs. We are continually working to improve our consumer experience through enhancements to our products and services.
We need to anticipate, develop and introduce new products, services and applications on a timely and cost-effective basis that keep pace with technological developments and changing consumer and Network Partner needs. We are continually working to improve our consumer experience through enhancements to our products and services.
Fire, flood, power loss, telecommunications failure, hurricanes, tornadoes, earthquakes, acts of war or terrorism, acts of God, unauthorized intrusions or computer viruses, and similar events or disruptions may damage or interrupt computer, broadband or other communications systems and infrastructures at any time.
Fire, flood, power loss, telecommunications failure, hurricanes, tornadoes, earthquakes, acts of war or terrorism, acts of God, unauthorized intrusions or 19 Table of Contents computer viruses, and similar events or disruptions may damage or interrupt computer, broadband or other communications systems and infrastructures at any time.
The CCPA provides for civil penalties for violations, as 21 Table of Contents well as a private right of action for certain data breaches that result in the loss of certain personal information. This private right of action may increase the likelihood of, and risks associated with, data breach litigation.
The CCPA provides for civil penalties for violations, as well as a private right of action for certain data breaches that result in the loss of certain personal information. This private right of action may increase the likelihood of, and risks associated with, data breach litigation.
However, we may not be aware or we may disagree that our products or services 23 Table of Contents are infringing, misappropriating or otherwise violating third-party intellectual property rights and such third parties may bring claims alleging such infringement, misappropriation or violation. Lawsuits are often time-consuming and expensive to resolve and they may divert management’s time and attention.
However, we may not be aware or we may disagree that our products or services are infringing, misappropriating or otherwise violating third-party intellectual property rights and such third parties may bring claims alleging such infringement, misappropriation or violation. Lawsuits are often time-consuming and expensive to resolve and they may divert management’s time and attention.
Therefore, for the foreseeable future, Mr. Lebda will have influence over our management and affairs and all matters requiring stockholder approval, including the election or removal (with or without cause) of directors and approval of any significant corporate transaction, such as a merger or other sale of us or our assets. The interests of Mr.
Lebda will have influence over our management and affairs and all matters requiring stockholder approval, including the election or removal (with or without cause) of directors and approval of any significant corporate transaction, such as a merger or other sale of us or our assets. The interests of Mr.
We have adopted appropriate policies and procedures to address these requirements (such as appropriate consumer 20 Table of Contents disclosures and call scripting, call monitoring and other quality assurance and compliance measures), but it is not possible to ensure that all employees comply with our policies and procedures at all times.
We have adopted appropriate policies and procedures to address these requirements (such as appropriate consumer disclosures and call scripting, call monitoring and other quality assurance and compliance measures), but it is not possible to ensure that all employees comply with our policies and procedures at all times.
In such a scenario, the lenders could exercise their lien on the pledged collateral, which would have a material adverse effect on our business, operations, financial condition and liquidity. For additional information on the Credit Facility, see Note 15—Debt, in the notes to the consolidated financial statements included elsewhere in this annual report.
In such a scenario, the lenders could exercise their lien on the pledged collateral, which would have a material adverse effect on our business, operations, financial condition and liquidity. For additional information on the Credit Facility and the 2024 Term Loan, see Note 14—Debt, in the notes to the consolidated financial statements included elsewhere in this annual report.
As data security-related threats continue to evolve, we may be required to expend significant additional resources to continue to modify or enhance our protective measures or to investigate and remediate any information security vulnerabilities. In addition, our remediation efforts may not be successful.
As data security-related threats continue to evolve, we may be required to expend significant 20 Table of Contents additional resources to continue to modify or enhance our protective measures or to investigate and remediate any information security vulnerabilities. In addition, our remediation efforts may not be successful.
We may not be able to protect our intellectual property and similar proprietary rights if we are unable to enforce our rights or if we do not detect unauthorized use of our intellectual property or similar proprietary rights.
We may not be able to protect our intellectual property and similar proprietary rights if we are unable to enforce our rights or if 25 Table of Contents we do not detect unauthorized use of our intellectual property or similar proprietary rights.
ITEM 1A. Risk Factors Risk Factors Investing in our common stock involves a high degree of risk. Before making an investment decision, you should carefully consider the risks described below, together with all of the other information included in this annual report and the information incorporated by reference herein.
ITEM 1A. Risk Factors Risk Factors Investing in our common stock involves a high degree of risk. Before making an investment decision, you should carefully consider the risks described below, together with all of the other information included in this Annual Report.
If we fail to develop our websites or apps to respond to technological developments and changing consumer and customer needs cost effectively, or if consumers and customers respond negatively to changes, we may lose market share, which could materially and adversely affect our business, financial condition and results of operations.
If we fail to develop our websites or apps to respond to technological developments and changing consumer and Network Partner needs cost effectively, or if consumers and Network Partners respond negatively to changes, we may lose market share, which could materially and adversely affect our business, financial condition and results of operations.
The regulatory framework for data privacy and security worldwide is continuously evolving and developing and, as a result, interpretation and implementation standards and enforcement practices are likely to remain uncertain for the foreseeable future.
The regulatory framework for data privacy and 22 Table of Contents security worldwide is continuously evolving and developing and, as a result, interpretation and implementation standards and enforcement practices are likely to remain uncertain for the foreseeable future.
If this significant Network Partner were to cease purchasing consumer requests and we were unable to replace the associated demand, the loss could have a material adverse effect on our results of operations in the short term and potentially also the longer term.
If either of these significant Network Partners were to cease purchasing consumer requests and we were unable to replace the associated demand, the loss could have a material adverse effect on our results of operations in the short term and potentially also the longer term.
Although our existing Credit Facility limits our ability to incur additional indebtedness, these restrictions are subject to a number of qualifications and exceptions and may be amended with the consent of our lenders. Accordingly, under certain circumstances, we may incur substantial additional debt.
Although our existing Credit Facility and 2024 Term Loan limit our ability to incur additional indebtedness, these restrictions are subject to a number of qualifications and exceptions and may be amended with the consent of our lenders. Accordingly, under certain circumstances, we may incur substantial additional debt.
We have incurred operating losses from continuing operations at times in our history and we have an accumulated deficit of $837.7 million at December 31, 2023. If we fail to maintain or grow our revenue and manage our expenses, we may incur significant losses in the future and not be able to maintain or increase our profitability.
We have incurred operating losses from continuing operations at times in our history and we have an accumulated deficit of $879.4 million at December 31, 2024. If we fail to maintain or grow our revenue and manage our expenses, we may incur significant losses in the future and not be able to maintain or increase our profitability.
The Credit Facility requires us to pledge as collateral, subject to certain customary exclusions, substantially all of our assets. The obligations under this facility are unconditionally guaranteed, subject to certain customary exclusions, on a senior basis by our material domestic subsidiaries.
The Credit Facility requires us to pledge as collateral, subject to certain customary exclusions, substantially all of our assets. The obligations under this facility are unconditionally guaranteed, subject to certain customary exclusions, on a senior basis by our material domestic subsidiaries. The guaranties are secured, subject to certain customary exclusions, by substantially all of each such guarantor's assets.
One holder of our common stock owns a substantial portion of our outstanding common stock, which concentrates voting control and limits your ability to influence corporate matters. As of February 28, 2024, Douglas Lebda, our Chairman and Chief Executive Officer, beneficially owned approximately 21% of our outstanding common stock. Additionally, Mr.
One holder of our common stock owns a substantial portion of our outstanding common stock, which concentrates voting control and limits your ability to influence corporate matters. As of March 6, 2025, Douglas Lebda, our Chairman and Chief Executive Officer, beneficially owned approximately 21% of our outstanding common stock. Additionally, Mr.
There were no repurchases during the year ended December 31, 2023. During the years ended December 31, 2022 and 2021, we purchased 379,895 and 334,253 shares of our common stock, respectively, for $43.0 million and $40.0 million, respectively. At December 31, 2023, $96.7 million remains authorized for share repurchase.
There were no repurchases during the years ended December 31, 2024 and 2023. During the year ended December 31, 2022 we purchased 379,895 shares of our common stock for $43.0 million. At December 31, 2024, $96.7 million remains authorized for share repurchase.
Also, if this Network Partner reduces its volume of consumer requests for any reason, our business could be adversely affected. We have incurred significant operating losses in the past and we may not be able to generate sufficient revenue to be profitable over the long term.
Also, if either of these Network Partners reduces their volume of consumer requests for any reason, our business could be adversely affected. We have incurred significant operating losses in the past and we may not be able to generate sufficient revenue to be profitable over the long term.
The extent to which the COVID-19 pandemic or any widespread public health issue impacts our business, financial condition 13 Table of Contents and results of operations, as well as our regulatory capital and liquidity ratios, will depend on future developments, which are highly uncertain and cannot be predicted.
The extent to which any widespread public health issue impacts our business, financial condition and results of operations, as well as our regulatory capital and liquidity ratios, will depend on future developments, which are highly uncertain and cannot be predicted.
Increases or decreases based on the actual performance of the acquired company against the contingent consideration targets or other factors will cause decreases or increases, respectively, in our results of operations. These quarterly adjustments could have a material adverse effect on our results of operations.
Increases or decreases based on the actual performance of the acquired company against the contingent consideration targets or other factors will cause decreases or increases, respectively, in our results of operations. These quarterly adjustments could have a material adverse effect on our results of operations. ITEM 1B. Unresolved Staff Comments Not applicable.
The applicability of referral fee and fee sharing prohibitions to lenders and real estate providers, including online networks, may have the effect of reducing the types and amounts of fees that may be charged or paid in connection with real estate-secured loan offerings or activities, including mortgage brokerage, lending and real estate brokerage services, or otherwise limiting our and our Network Partners' ability to conduct marketing and referral activities.
Some state authorities have also asserted enforcement rights. 21 Table of Contents The applicability of referral fee and fee sharing prohibitions to lenders and real estate providers, including online networks, may have the effect of reducing the types and amounts of fees that may be charged or paid in connection with real estate-secured loan offerings or activities, including mortgage brokerage, lending and real estate brokerage services, or otherwise limiting our and our Network Partners' ability to conduct marketing and referral activities.
Our Credit Facility contains financial covenants and other restrictions on our actions and it could therefore limit our operational flexibility or otherwise adversely affect our financial condition. Failure to comply with the terms of any such facility could impair our rights to the assets that have been pledged as collateral under the facility.
Our Credit Facility and 2024 Term Loan (as defined herein) contain financial covenants and other restrictions on our actions and they could therefore limit our operational flexibility or otherwise adversely affect our financial condition. Failure to comply with the terms of any such facilities could impair our rights to the assets that have been pledged as collateral under the facilities.
The CCPA and the CPRA contain several exemptions, including a provision to the effect that the CCPA and CPRA do not apply where the personal information is collected, processed, sold or disclosed pursuant to the GLBA.
The CCPA contains several exemptions, including a provision to the effect that the CCPA does not apply where the personal information is collected, processed, sold or disclosed pursuant to the GLBA.
Our ability to repurchase stock is limited by our Credit Facility. The program could affect the trading price of our stock and increase volatility, and any announcement of a termination or change of this program may result in a decrease in the trading price of our stock. In addition, any purchases made under this program may diminish our cash reserves.
The program could affect the trading price of our stock and increase volatility, and any announcement of a termination or change of this program may result in a decrease in the trading price of our stock. In addition, any purchases made under this program may diminish our cash reserves.
Any changes in enacted tax laws, rules or regulatory or judicial interpretations (including any attempt to tax online services such as those offered by us); any adverse outcome in connection with tax audits in any jurisdiction; or any change in the pronouncements relating to accounting for income taxes could materially and adversely impact our effective tax rate, tax payments, financial condition and results of operations.
Any changes in enacted tax laws, rules or regulatory or judicial interpretations (including any attempt to tax online services such as those offered by us); any adverse outcome in connection with tax audits in any jurisdiction; or any change in the pronouncements relating to accounting for income taxes could materially and adversely impact our effective tax rate, tax payments, financial condition and results of operations. 24 Table of Contents Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited.
A significant portion of our total revenue has, in the past, been derived from one Network Partner, and our results of operations could be adversely affected if we lose significant business from this Network Partner.
Additionally, a significant portion of the business loans revenue is derived from one Network Partner and if we lose significant business from this partner, our results of operations could be adversely affected.
We may not have the ability to pay off the Notes with our current cash and future cash flow, combined with our borrowing capacity under our current Credit Facility, or raise the funds necessary to pay off the Notes upon their maturity in July 2025. Our Notes mature on July 15, 2025, unless earlier repurchased, redeemed or converted.
We may not have the ability to pay off the Notes with our current cash and future cash flow, combined with our borrowing capacity under our current Credit Facility and 2024 Term Loan, or raise the funds necessary to pay off the Notes upon their maturity in July 2025.
Any inability to adequately address data privacy or security-related concerns, even if unfounded, or to comply with applicable laws, regulations, standards and other obligations relating to data privacy and security, could result in additional cost and liability to us, harm our reputation and brand, damage our relationships with consumers and have a material and adverse impact on our business, financial condition and results of operations.
Any inability to adequately address data privacy or security-related concerns, even if unfounded, or to comply with applicable laws, regulations, standards and other obligations relating to data privacy and security, could result in additional cost and liability to us, harm our reputation and brand, damage our relationships with consumers and have a material and adverse impact on our business, financial condition and results of operations. 23 Table of Contents We make public statements about our use and disclosure of personal information through our privacy policies, information provided on our website and press statements.
In addition, the Credit Facility contains certain restrictions on our ability to pay dividends. See Note 15—Debt, in the notes to the consolidated financial statements included elsewhere in this annual report. The declaration, payment and amount of future cash dividends, if any, will be at the discretion of our board of directors.
See Note 14—Debt, in the notes to the consolidated financial statements included elsewhere in this Annual Report. The declaration, payment and amount of future cash dividends, if any, will be at the discretion of our board of directors.
CFPB Advisory Opinion “Real Estate Settlement Procedures Act (Regulation X); Digital Mortgage Comparison-Shopping Platforms and Related Payments to Operators” (February 7, 2023)). Some state authorities have also asserted enforcement rights.
CFPB Advisory Opinion “Real Estate Settlement Procedures Act (Regulation X); Digital Mortgage Comparison-Shopping Platforms and Related Payments to Operators” (February 7, 2023)).
We market and provide services in heavily regulated industries through a number of different channels across the United States. As a result, our businesses have been and remain subject to a variety of laws, rules, regulations, statutes, standards, policies and procedures in various jurisdictions in the United States and abroad, which are subject to change at any time.
As a result, our businesses have been and remain subject to a variety of laws, rules, regulations, statutes, standards, policies and procedures in various jurisdictions in the United States and abroad, which are subject to change at any time.
Alternatively, if a court were to find our choice of forum provisions contained in our bylaws to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, results of operations, and financial condition.
Alternatively, if a court were to find our choice of forum provisions contained in our bylaws to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, results of operations, and financial condition. 30 Table of Contents We do not intend to pay any cash dividends on our common stock in the foreseeable future.
If any of the risks described below, or incorporated by reference into this annual report actually occur, our business, financial condition or results of operations could suffer. In that case, the trading price of our common stock may decline and you may lose all or part of your investment.
If any of the risks described below actually occur, our business, financial condition or results of operations could suffer. In that case, the trading price of our common stock may decline and you may lose all or part of your investment. The risks and uncertainties we have described are not the only ones we face.
See the information included under the heading “Cautionary Statement Regarding Forward-Looking Information” included elsewhere in this annual report. Risks Related to our Business Adverse conditions in the primary and secondary mortgage markets, as well as the general economy, have had and could continue to have a material adverse effect on our business, financial condition and results of operations.
Risks Related to our Business Adverse conditions in the primary and secondary mortgage markets, as well as the general economy, have had and could continue to have a material adverse effect on our business, financial condition and results of operations.
We do not intend to pay any cash dividends on our common stock in the foreseeable future. We have not declared or paid a cash dividend on our common stock in over ten years. We have no current intention to declare or pay cash dividends on our common stock in the foreseeable future.
We have not declared or paid a cash dividend on our common stock in over ten years. We have no current intention to declare or pay cash dividends on our common stock in the foreseeable future. In addition, the Credit Facility and the 2024 Term Loan contain certain restrictions on our ability to pay dividends.
As of December 31, 2023, $284 million of the Notes were outstanding. We may not have enough available cash or availability under our Credit Facility or be able to obtain financing at the time the Notes mature, which could harm our reputation and affect the trading price of our common stock.
We may not have enough available cash or availability under our Credit Facility or 2024 Term Loan or be able to obtain financing at the time the Notes mature, which could harm our reputation and affect the trading price of our common stock. Additional funding may not be available to us on acceptable terms or at all.
The Credit Facility contains a restrictive financial covenant, which limits the amount of first lien consolidated debt to an EBITDA ratio subject to a step up following a material acquisition.
As of December 31, 2024, we have $243.8 million borrowings outstanding under the Term Loan Facility. The Credit Facility contains a restrictive financial covenant, which limits the amount of first lien consolidated debt to an EBITDA ratio subject to a step up following a material acquisition.
This activity could cause or avoid an increase or a decrease in the market price of our common stock or the Notes. 30 Table of Contents We may need additional equity, debt or other financing in the future, which we may not be able to obtain on acceptable terms, or at all, and any additional financing may result in restrictions on our operations or substantial dilution to our stockholders.
We may need additional equity, debt or other financing in the future, which we may not be able to obtain on acceptable terms, or at all, and any additional financing may result in restrictions on our operations or substantial dilution to our stockholders.
The guaranties are secured, subject to certain customary exclusions, by substantially all of each such guarantor's assets. 17 Table of Contents If an event of default occurs or if we otherwise fail to comply with any of the negative or affirmative covenants of the Credit Facility, the lenders may declare all of the obligations and indebtedness under such facility due and payable.
If an event of default occurs or if we otherwise fail to comply with any of the negative or affirmative covenants of the Credit Facility or the 2024 Term Loan, the lenders may declare all of the obligations and indebtedness under such facility due and payable.
The risks and uncertainties we have described are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our business, financial condition and results of operations. Certain statements below are forward-looking statements.
Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our business, financial condition and results of operations. Certain statements below are forward-looking statements. See the information included under the heading “Cautionary Statement Regarding Forward-Looking Information” included elsewhere in this annual report.
Our business is dependent on the products offered by our Network Partners across the consumer financial services and personal insurance industries. Changes in economic conditions, including general factors such as a slower pace of economic growth or recessionary periods, could negatively impact these industries and our business.
Changes in economic conditions, including general factors such as a slower pace of economic growth or recessionary periods, could negatively impact these industries and our business.
The successful assertion of one or more large claims against us that exceed available insurance coverage, or the occurrence of changes in our insurance policies, including premium increases or the imposition of large deductible or co-insurance requirements, could have a material and adverse effect on our business, financial condition and results of operations. 19 Table of Contents Risks Related to Legal, Compliance and Regulation Failure to comply with past, existing or new laws, rules and regulations, or to obtain and maintain required licenses, could materially and adversely affect our business, financial condition and results of operations.
The successful assertion of one or more large claims against us that exceed available insurance coverage, or the occurrence of changes in our insurance policies, including premium increases or the imposition of large deductible or co-insurance requirements, could have a material and adverse effect on our business, financial condition and results of operations.
This concentrated control could delay, defer or prevent a change of control, merger, consolidation, takeover or other business combination involving us that other stockholders may otherwise support. This concentrated control could also discourage a potential investor from acquiring our common stock and might harm the market price of our common stock.
This concentrated control could delay, defer or prevent a change of control, merger, consolidation, takeover or other business combination involving us that other stockholders may otherwise support.
Our hedge and warrant transactions may affect the value of the Notes and our common stock. In connection with the pricing of the Notes, we entered into convertible note hedge transactions with certain counterparties.
If we elect to settle the Notes in shares, then existing stockholders could experience substantial dilution. 31 Table of Contents Our hedge and warrant transactions may affect the value of the Notes and our common stock. In connection with the pricing of the Notes, we entered into convertible note hedge transactions with certain counterparties.
We make public statements about our use and disclosure of personal information through our privacy policies, information provided on our website and press statements. Although we endeavor to comply with our public statements and documentation, we may at times fail to do so or be alleged to have failed to do so.
Although we endeavor to comply with our public statements and documentation, we may at times fail to do so or be alleged to have failed to do so.
If our credit card product is impacted by the risks described above, then our results of operations and future growth prospects could be materially and adversely affected. 11 Table of Contents Economic conditions, including changes in the consumer lending and insurance markets could harm our business, financial condition and results of operations.
If our credit card product is impacted by the risks described above, then our results of operations and future growth prospects could be materially and adversely affected.
Additionally, our interaction with our Network Partners is dependent on the technology and services we offer to these customers. Our inability to offer competitive technology solutions to support our lenders could have a negative impact on our business.
Our inability to offer competitive technology solutions to support our Network Partners could have a negative impact on our business.
As a result of the foregoing, our acquisitions may not be accretive to us in the near term, or at all. Furthermore, if we fail to realize the intended benefits of the business acquired in the acquisition, the market price of our common stock could decline to the extent that the market price reflects an expectation of those benefits.
Furthermore, if we fail to realize the intended benefits of the business acquired in the acquisition, the market price of our common stock could decline to the extent that the market price reflects an expectation of those benefits. 16 Table of Contents Other acquisitions or strategic investments that we pursue may not be successful and could disrupt our business and harm our financial condition.
Our results of operations may suffer if we fail to successfully anticipate and manage these issues associated with new products. If we are unable to continually enhance our products and services and adapt them to technological changes and consumer and lender, insurer and/or lead purchaser needs, we may lose market share and revenue and our business could suffer.
If we are unable to continually enhance our products and services and adapt them to technological changes and consumer and Network Partner needs, we may lose market share and revenue and our business could suffer.
Our NOLs will be available to offset taxable income subject to the limitations found in Internal Revenue Code Sections 382 and 383. In addition, we have state NOLs of approximately $466.4 million at December 31, 2023, some of which will expire at various times between 2024 and 2043. The state NOLs could expire before we are able to utilize them.
In addition, we have state NOLs of approximately $428.6 million at December 31, 2024, some of which will expire at various times between 2025 and 2044. The state NOLs could expire before we are able to utilize them.
However, we may not be able to develop products and services that are equivalent to or better than our competitors or that successfully meet our consumer needs. We may not be successful, or as successful as our competitors, in developing technologies and systems that operate effectively across multiple devices and platforms in a way that is appealing to our consumers.
However, we may not be able to develop products and services that are equivalent to or better than our competitors or that successfully meet our consumer and Network Partner needs.
We may consider or undertake strategic acquisitions of, or material investments in, businesses, products or technologies, such as our January 2022 acquisition of an equity interest in EarnUp or our February 2020 acquisition of an equity interest in Stash.
We may consider or undertake strategic acquisitions of, or material investments in, businesses, products or technologies.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeSecuring our business information, intellectual property, consumer, customer and employee data and technology systems is essential for the continuity of our business, meeting applicable regulatory requirements and maintaining the trust of our stakeholders. 32 Table of Contents To help protect the Company from a major cybersecurity incident that could have a material impact on operations or our financial results, we have implemented policies, procedures, programs and controls, including technology investments that focus on cybersecurity incident prevention, identification and mitigation.
Biggest changeTo help protect the Company from a major cybersecurity incident that could have a material impact on operations or our financial results, we have implemented policies, procedures, programs and controls, including technology investments that focus on cybersecurity incident prevention, identification and mitigation.
The cybersecurity incident response process is reviewed and updated, as necessary, under the leadership of the Company’s Chief Information Security Officer (“CISO”) and General Counsel (“GC”). We face a number of cybersecurity risks in connection with our business.
The cybersecurity incident response process is reviewed and updated, as necessary, under the leadership of the Company’s Chief Information Security Officer and General Counsel. We face a number of cybersecurity risks in connection with our business.
The CISO reports to our Chief Executive Officer (“CEO”) and provides updates to him on a regular basis of any cybersecurity matters. Our board of directors oversees the management of our risks from cybersecurity threats. The board of directors has delegated the responsibility for the oversight of our cybersecurity risks program to the Audit Committee.
The CISO reports to our Chief Executive Officer (“CEO”) and provides updates to him on a regular basis of any cybersecurity matters. 33 Table of Contents Our board of directors oversees the management of our risks from cybersecurity threats. The board of directors has delegated the responsibility for the oversight of our cybersecurity risks program to the Audit Committee.
Although we did not experience a material cybersecurity incident during the year ended December 31, 2023, the scope and impact of any future incident cannot be predicted.
Although we did not experience a material cybersecurity incident during the year ended December 31, 2024, the scope and impact of any future incident cannot be predicted.
Cybersecurity Risk Management Cybersecurity is critical to our ongoing business as a provider of online marketplaces where consumers shop for financial services.
Cybersecurity Risk Management Cybersecurity is critical to our ongoing business as a provider of online marketplaces where consumers shop for financial services. Securing our business information, intellectual property, consumer, customer and employee data and technology systems is essential for the continuity of our business, meeting applicable regulatory requirements and maintaining the trust of our stakeholders.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeITEM 2. Properties Our principal executive offices are located on approximately 161,000 square feet of office space in Charlotte, North Carolina under a lease that expires in 2036. Primarily as a result of our acquisitions in recent years, we also operate offices in: Charleston, South Carolina; Denver, Colorado; Seattle, Washington; Beachwood, Ohio; Ahmedabad, India; and Hyderabad, India.
Biggest changeITEM 2. Properties Our principal executive offices are located on approximately 161,000 square feet of office space in Charlotte, North Carolina under a lease that expires in 2036. We also operate offices in: Denver, Colorado; Seattle, Washington; Ahmedabad, India; and Hyderabad, India. Our Charlotte operations support all three of our segments: Home, Consumer and Insurance.
Our Charlotte operations support all three of our segments: Home, Consumer and Insurance. The Consumer segment has personnel in the Charleston, Ahmedabad and Hyderabad offices. The Insurance segment has personnel in the Denver, Beachwood, and Seattle offices.
The Consumer segment has personnel in the Ahmedabad and Hyderabad offices. The Insurance segment has personnel in the Denver and Seattle offices.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeSee Note 17 — Contingencies and Note 21—Discontinued Operations in the notes to the consolidated financial statements included elsewhere in this report for a discussion of our current and recently settled litigation. ITEM 4. Mine Safety Disclosures Not applicable. 33 Table of Contents PART II
Biggest changeSee Note 16 — Contingencies in the notes to the consolidated financial statements included elsewhere in this report for a discussion of our current and recently settled litigation. ITEM 4. Mine Safety Disclosures Not applicable. 35 Table of Contents PART II
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On or about October 29, 2019, Joseph Mantha filed a class action lawsuit against QuoteWizard.com, LLC alleging claims in violation of the Telephone Consumer Protection Act. On August 16, 2024, the U.S. District Court of Massachusetts granted the plaintiff’s 34 Table of Contents motion to certify a class. Mediation in November 2024 was not successful.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeIn 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. During 2023, the challenging interest rate environment and inflationary pressures have continued to present challenges for many of our mortgage lending and insurance partners.
Biggest changeDuring 2024, the challenging interest rate environment and inflationary pressures have continued to present challenges for many of our mortgage lending partners. In our Home segment, mortgage rates remained relatively consistent in 2024, with the annual average mortgage rate in 2024 of 6.7% compared to 6.8% in 2023.
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.
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, small business loans, insurance quotes, sales of insurance policies and other related offerings.
For more information, see Note 15—Debt, in the notes to the consolidated financial statements included elsewhere in this report. Cost Reductions and Simplification of Business On March 24, 2023, we committed to a workforce reduction plan (the “Reduction Plan”), to reduce operating costs, which included the elimination of approximately 13% of the Company’s workforce.
For more information, see Note 14—Debt, in the notes to the consolidated financial statements included elsewhere in this report. Cost Reductions and Simplification of Business On March 24, 2023, we committed to a workforce reduction plan (the “Reduction Plan”), to reduce operating costs, which included the elimination of approximately 13% of the Company’s workforce.
Set forth below is a line graph, for the period from December 31, 2018 through December 31, 2023, comparing the cumulative total stockholder return of $100 invested (assuming that all dividends were reinvested) in (1) our common stock, (2) the cumulative return of all companies listed on the Nasdaq Composite Index and (3) the cumulative total return of the Research Development Group (“RDG”) Internet index.
Set forth below is a line graph, for the period from December 31, 2019 through December 31, 2024, comparing the cumulative total stockholder return of $100 invested (assuming that all dividends were reinvested) in (1) our common stock, (2) the cumulative return of all companies listed on the Nasdaq Composite Index and (3) the cumulative total return of the Research Development Group (“RDG”) Internet index.
Additionally, we incurred $2.1 million in severance charges in 2023 in connection with cash expenditures for employee separation costs. We acquired Ovation in 2018 to better serve those customers who come to LendingTree and receive suboptimal offers of credit.
Additionally, we incurred $2.1 million in severance charges in 2023 in connection with cash expenditures for employee separation costs. We acquired Ovation in 2018 to better serve those customers who come to 41 Table of Contents LendingTree and receive suboptimal offers of credit.
(2) See the narrative disclosure above the table for further description of our publicly announced stock repurchase program. ITEM 6. [Reserved] 35 Table of Contents ITEM 7.
(2) See the narrative disclosure above the table for further description of our publicly announced stock repurchase program. ITEM 6. [Reserved] 37 Table of Contents ITEM 7.
The business grew for a number of years before running into challenges in the wake of COVID-19, and more recently the industry has faced increased regulatory pressure. The business is capital-intensive, requires elevated overhead, and future prospects were becoming uncertain.
The business grew for a number of years before running into challenges in the wake of COVID-19, and more recently the industry has faced increased regulatory pressure. The business was capital-intensive, required elevated overhead, and future prospects were becoming uncertain.
We have used available cash to finance these repurchases. We will determine the timing and amount of any additional repurchases based on our evaluation of market conditions, applicable SEC guidelines and regulations, and other factors. This program may be suspended or discontinued at any time at the discretion of our board of directors.
We have used available cash to finance these repurchases. We will determine the timing and amount of any additional repurchases based on our evaluation of market conditions, applicable SEC guidelines and regulations, and other factors. This program may be suspended or discontinued at any time at the discretion of our board of directors. Our 2024 Term Loan limits stock repurchases.
The following table provides information about the Company's purchases of equity securities during the quarter ended December 31, 2023.
The following table provides information about the Company's purchases of equity securities during the quarter ended December 31, 2024.
During the quarter ended December 31, 2023, no shares of common stock were repurchased under the stock repurchase program. As of December 31, 2023 and February 23, 2024, approximately $96.7 million is authorized for future share repurchases.
During the quarter ended December 31, 2024, no shares of common stock were repurchased under the stock repurchase program. As of December 31, 2024 and February 28, 2025, approximately $96.7 million is authorized for future share repurchases.
ITEM 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities General Market Information, Holders and Dividends Our common stock has been listed on the Nasdaq Global Select Market under the ticker symbol “TREE” since August 2008. As of February 23, 2024, there were approximately 482 holders of record of our common stock.
ITEM 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities General Market Information, Holders and Dividends Our common stock has been listed on the Nasdaq Global Select Market under the ticker symbol “TREE” since August 2008. As of February 28, 2025, there were approximately 438 holders of record of our common stock.
During the quarter ended December 31, 2023, 4,725 shares were purchased related to these obligations under the LendingTree 2023 Stock Plan. The withholding of those shares does not affect the dollar amount or number of shares that may be purchased under the stock repurchase program described above.
During the quarter ended December 31, 2024, 2,601 shares were purchased related to these obligations under the LendingTree 2023 Stock Plan. The withholding of those shares does not affect the dollar amount or number of shares that may be purchased under the stock repurchase program described above.
We anticipate the Reduction Plan will reduce annual compensation expense by approximately $14 million, comprised of $2 million in cost of revenue, $4 million in selling and marketing expense, $3 million in general and administrative expense, and $5 million in product development. During September 2023, we completed workforce reductions of 14 employees.
We estimate the Reduction Plan reduced annual compensation expense by approximately $14 million, comprised of $2 million in cost of revenue, $4 million in selling and marketing expense, $3 million in general and administrative expense, and $5 million in product development. During September 2023, we completed workforce reductions of 14 employees.
On March 8, 2023, we repurchased approximately $190.6 million in principal amount of our 2025 Notes, through separate transactions with certain holders of the 2025 Notes, for $156.3 million plus accrued and unpaid interest of approximately $0.1 million.
In the first quarter of 2023, we repurchased approximately $190.6 million in principal amount of our 2025 Notes, through separate transactions with certain holders of the 2025 Notes, for $156.3 million plus accrued and unpaid interest of approximately $0.1 million.
On December 7, 2023, we repurchased approximately $100.2 million in principal amount of our 2025 Notes, through separate transactions with certain holders of the 2025 Notes, for $81.2 million plus accrued and unpaid interest of approximately $0.2 million.
In the fourth quarter of 2023, we repurchased approximately $100.2 million in principal amount of our 2025 Notes, through separate transactions with certain holders of the 2025 Notes, for $81.2 million plus accrued and unpaid interest of approximately $0.2 million.
According to Mortgage Bankers Association (“MBA”) data, total refinance origination dollars of total mortgage origination dollars decreased to 30% in 2022 from 59% of total 2021 mortgage origination dollars from refinance due to the increase in average mortgage rates.
According to Mortgage Bankers Association (“MBA”) data, total refinance origination dollars of total mortgage origination dollars decreased to 15% in 2023 from 30% of total 2022 mortgage origination dollars from refinance due to the increase in average mortgage rates.
Looking forward, the MBA is projecting 30-year mortgage interest rates to decrease in 2024 to an average of 6.1%. According to MBA projections, the mix of mortgage origination dollars is expected to remain primarily with purchase mortgages with the refinance share representing just 24% for 2024. The U.S.
Looking forward, the MBA is projecting 30-year mortgage interest rates to decrease slightly in 2025 to an average of 6.5%. According to MBA projections, the mix of mortgage origination dollars is expected to remain primarily with purchase mortgages with the refinance share representing just 31% for 2025. The U.S.
On a full-year basis, 30-year mortgage interest rates increased to an average 6.80% in 2023, compared to 5.33% and 2.96% in 2022 and 2021, respectively. 37 Table of Contents 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.
On a full-year basis, 30-year mortgage interest rates decreased to an average of 6.72% in 2024 compared to 6.80% in 2023, and increased from 5.33% in 2022. 39 Table of Contents 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.
Economic Conditions We continue to monitor the current global economic environment, specifically inflationary pressures and interest rates, and any resulting impacts on our financial position and results of operations. During 2022, the challenging interest rate environment and persistent inflationary pressures presented challenges for many of our mortgage lending and insurance partners.
Economic Conditions We continue to monitor the current global economic environment, specifically inflationary pressures and interest rates, and any resulting impacts on our financial position and results of operations. During 2023, the challenging interest rate environment and inflationary pressures continued to present challenges for many of our mortgage, consumer and insurance partners.
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 increased during 2021, from a monthly average of 2.74% in January 2021, ending at a monthly average of 3.10% in December 2021.
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 increased significantly during 2022, from a monthly average of 3.45% in January 2022, ending at a monthly average of 6.36% in December 2022.
We believe the consumer and small business financial services industry is in the middle 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 the consumer and insurance industries are in the middle 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.
Period Total Number of Shares Purchased (1) Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2) Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs (in thousands) 10/1/23 - 10/31/23 303 $ 13.74 — $ 96,655 11/1/23 - 11/30/23 1,772 $ 15.78 — $ 96,655 12/1/23 - 12/31/23 2,650 $ 19.79 — $ 96,655 Total 4,725 $ 17.90 — $ 96,655 (1) During October 2023, November 2023, and December 2023, 303 shares, 1,772 shares, and 2,650 shares, respectively (totaling 4,725 shares), were purchased to satisfy federal and state withholding obligations of our employees upon the settlement of restricted stock units and restricted stock awards, all in accordance with our 2023 Stock Plan and 2023 Inducement Grant Plan, as described above.
Period Total Number of Shares Purchased (1) Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2) Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs (in thousands) 10/1/24 - 10/31/24 741 $ 51.99 — $ 96,655 11/1/24 - 11/30/24 1,610 $ 45.15 — $ 96,655 12/1/24 - 12/31/24 250 $ 39.07 — $ 96,655 Total 2,601 $ 46.51 — $ 96,655 (1) During October 2024, November 2024, and December 2024, 741 shares, 1,610 shares, and 250 shares, respectively (totaling 2,601 shares), were purchased to satisfy federal and state withholding obligations of our employees upon the settlement of restricted stock units and restricted stock awards, all in accordance with our 2023 Stock Plan and 2023 Inducement Grant Plan, as described above.
In our Insurance segment, demand from our carrier partners remained volatile for much of the year as they continued to deal with persistent industry headwinds.
In our Insurance segment, demand from our carrier partners remained volatile for much of the year as they continued to deal with persistent industry headwinds. In the last months of 2023, we began to see advertising budgets from our carrier partners increase.
The Ovation business accounted for approximately 3% of total revenue and 3% of total costs and expenses, with an immaterial impact to net income on the consolidated statement of operations and comprehensive income (loss) for the year ended December 31, 2022. 39 Table of Contents Results of Operations for the Years ended December 31, 2023 and 2022 For information on fiscal 2021 results and similar comparisons, see
The Ovation business accounted for approximately 3% of total revenue and 3% of total costs and expenses, with an immaterial impact to net income on the consolidated statement of operations and comprehensive income (loss) for the year ended December 31, 2022.
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.
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.
This trend continued into 2023 with existing home sales decreasing 19% over 2022. Fannie Mae expects a 4% increase in existing home sales in 2024 compared to 2023. LendingTree Spring (previously MyLendingTree) We consider certain metrics related to Spring set forth below to help us evaluate our business and growth trends and assess operational efficiencies.
Fannie Mae expects a 3% increase in existing home sales in 2025 compared to 2024. LendingTree Spring We consider certain metrics related to Spring set forth below to help us evaluate our business and growth trends and assess operational efficiencies.
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.
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 Spring platform offers a personalized comparison-shopping experience, financial health advice and credit simulations by providing free credit scores and credit score analysis.
Total refinance original dollars decreased further to 19% of total mortgage origination dollars in 2023 due to the increase in average mortgage interest rates. Total refinance origination dollars decreased by 74% in 2022 over 2021 and 54% in 2023 over 2022. Industry-wide mortgage origination dollars decreased by 49% in 2022 over 2021 and 29% in 2023 over 2022.
Total refinance original dollars increased to 28% of total mortgage origination dollars in 2024 due to the decrease in average mortgage interest rates. Total refinance origination dollars decreased by 68% in 2023 over 2022 and increased 124% in 2024 over 2023. Industry-wide mortgage origination dollars decreased by 37% in 2023 over 2022 and increased 22% in 2024 over 2023.
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.
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.
According to Fannie Mae data, in 2021, existing home sales grew by 9% over 2020, fueled by increased competition for low inventory as well as an increase in first-time home buyers. In 2022, existing home sales decreased by 17% as compared to 2021 due to increased interest rates and limited inventory of homes.
According to Fannie Mae data, in 2022, existing home sales decreased by 17% compared to 2021 due to increased interest rates and limited inventory of homes. This trend continued into 2023 with existing home sales decreasing 19% compared to 2022 and decreased a further 1% in 2024 from 2023.
Issuer Purchases of Equity Securities In each of February 2018 and February 2019, the board of directors authorized, and we announced, a stock repurchase program that allowed for the repurchase of up to $100.0 million and $150.0 million, respectively, of our common stock. Under this program, we can repurchase stock in the open market or through privately-negotiated transactions.
The issuance of these securities was exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933. Issuer Purchases of Equity Securities We have a stock repurchase program authorized for the repurchase of LendingTree common stock. Under this program, we can repurchase stock in the open market or through privately-negotiated transactions.
The calculation of the metrics discussed below may differ from other similarly titled metrics used by other companies, securities analysts or investors. 38 Table of Contents We continued to grow our user base and added 3.4 million new users in 2023, bringing cumulative sign-ups to 28.2 million as of December 31, 2023.
We believe our Spring platform drives repeat user engagement resulting in lower acquisition costs and 40 Table of Contents increases consumer lifetime value. The calculation of the metrics discussed below may differ from other similarly titled metrics used by other companies, securities analysts or investors.
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.
During 2024, 30-year mortgage interest rates remained relatively consistent, starting the year at a monthly average of 6.64% in January 2024 and ending at a monthly average of 6.72% in December 2024, with monthly high of 7.06% in May and a monthly low of 6.18% in September 2024.
In the last months of 2023, we began to see advertising budgets from our carrier partners increase and we are optimistic about the prospect for continued increases into 2024. 36 Table of Contents Segment Reporting We have three reportable segments: Home, Consumer, and Insurance.
In our Insurance segment, demand from our carrier partners increased significantly in 2024 and we are optimistic about maintaining the strong performance in the Insurance segment as we head into 2025. Segment Reporting We have three reportable segments: Home, Consumer, and Insurance. Recent Mortgage Interest Rate Trends Interest rate and market risks are substantial in the mortgage lead generation business.
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Returns over the indicated periods should not be considered indicative of future stock prices or stockholder returns. 34 Table of Contents Recent Sales of Unregistered Securities During the year ended December 31, 2023, we did not issue or sell any shares of our common stock or other equity securities in transactions that were not registered under the Securities Act.
Added
Returns over the indicated periods should not be considered indicative of future stock prices or stockholder returns. 36 Table of Contents Recent Sales of Unregistered Securities Pursuant to Mr. Lebda’s employment agreement, in lieu of receiving cash payment in respect of Mr. Lebda’s base salary, Mr. Lebda elected to receive a portion of his 2024 base salary in Company stock.
Removed
Our Spring platform (previously MyLendingTree) offers a personalized comparison-shopping experience, financial health advice and credit simulations by providing free credit scores and credit score analysis.
Added
During the year ended December 31, 2024, the Company agreed to issue and Mr. Lebda agreed to accept 7,193 shares of the Company’s common stock. This amount represents the net (after tax withholding) amount of Mr. Lebda’s salary during a portion of the year ended December 31, 2024.
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We saw the most significant impact in our Home segment as mortgage rates nearly doubled in 2022, causing a sharp decline in refinance volumes and pressure on purchase activity.
Added
Our Consumer segment was also negatively impacted by economic conditions, with successive Federal Reserve rate increases having their intended effect of tightening financial conditions. The availability of credit contracted and lenders were less inclined to make loans in an environment with high inflation and significantly increased cost of capital.
Removed
Although our Insurance segment rebounded from the trough in the fourth quarter of 2021, the recovery was slower than expected as demand from our carrier partners remained volatile as they continued to attempt to implement premium increases to offset the effect of inflation on claims.
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However, these rates are more than doubled compared to the low annual average mortgage rates seen in 2021. The increased mortgage rates continue to cause reduced refinance volumes and continue to put pressure on purchase activity. Additionally, the restrictive lending conditions continue to 38 Table of Contents pressure our Consumer segment.
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We continued to grow our user base and added 3.1 million new users in 2024, bringing cumulative active users to 31.3 million as of December 31, 2024. We calculate the number of Spring users at a period end as the number of users that had an active account at any point during the quarter that includes the period end date.
Added
Users that deactivated their accounts prior to the most recent quarter are no longer considered in the user base at the end of the most recent quarter. We attribute approximately $23.1 million of revenue, or 3% of total revenue, for the year ended December 31, 2024 to registered Spring users who initiated their transaction from the Spring platform.
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During 2024, approximately 0.9 million Spring users initiated a transaction from the Spring platform that contributed to revenue.
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In the second quarter of 2024, we repurchased approximately $161.3 million in principal amount of the 2025 Notes for $151.7 million plus accrued and unpaid interest of approximately $0.3 million. In the third quarter of 2024, we repurchased approximately $7.6 million in principal amount of the 2025 Notes for $7.2 million.
Added
In 2024, we recognized a gain on the extinguishment of debt of $10.1 million and a loss on the write-off of unamortized debt issuance costs of $1.1 million, both of which are included in interest (expense) income, net in the consolidated statements of operations and comprehensive income.
Added
Regulations Our revenue and earnings may fluctuate from time to time as a result of changes to federal, state, and industry-based laws and regulations, or changes to standards concerning the enforcement thereof. On January 26, 2024, the U.S.
Added
Federal Communications Commission (the “FCC”) published regulations which, among other things, amended the consent requirements of the Telephone Consumer Protection Act of 1991 to close what the FCC refers to as the “lead generator loophole” by requiring “one-to-one consent” for outbound telemarketing calls or texts made using an automatic telephone dialing system or pre-recorded or artificial voice messages to wireless or residential numbers.
Added
The new “one-to-one consent” rule was scheduled to take effect on January 27, 2025. However, on January 24, 2025, in Insurance Marketing Coalition Limited. v. Federal Communications Commission, the United States Court of Appeals for the Eleventh Circuit ruled that the “one-to-one consent” requirement was improper, preventing its implementation.
Added
Results of Operations for the Years ended December 31, 2024 and 2023 Our discussion within Revenue provides the details of consolidated revenue by segment and significant products. In this section, we describe overall changes in revenue in our segments and significant products within each segment and increases or decreases in revenue from the prior period.
Added
We also provide insight into how changes in price and volume in each significant product impacted product revenue. Our Segment Profit is a discussion of profitability within each segment of the business. It is impacted by segment revenues as well as segment cost of revenue and marketing expenses.
Added
In Segment Profit, we provide a discussion of the business within each segment, addressing both Company and market impacts on the profitability of each segment in addition to a discussion of segment margin. 42 Table of Contents For information on fiscal 2022 results and similar comparisons, see

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

77 edited+34 added−26 removed42 unchanged
Biggest changeYear Ended December 31, 2023 vs. 2022 2023 2022 $ Change % Change (Dollars in thousands) Home $ 143,753 $ 289,383 $ (145,630) (50) % Consumer 278,945 396,109 (117,164) (30) % Insurance 249,605 299,073 (49,468) (17) % Other 199 427 (228) (53) % Revenue 672,502 984,992 (312,490) (32) % Costs and expenses: Cost of revenue (exclusive of depreciation and amortization shown separately below) 38,758 57,769 (19,011) (33) % Selling and marketing expense 433,588 702,238 (268,650) (38) % General and administrative expense 117,700 152,383 (34,683) (23) % Product development 47,197 55,553 (8,356) (15) % Depreciation 19,070 20,095 (1,025) (5) % Amortization of intangibles 7,694 25,306 (17,612) (70) % Goodwill impairment 38,600 — 38,600 — % Restructuring and severance 10,118 4,428 5,690 129 % Litigation settlements and contingencies 388 (18) 406 2,256 % Total costs and expenses 713,113 1,017,754 (304,641) (30) % Operating loss (40,611) (32,762) (7,849) (24) % Other (expense) income, net: Interest income (expense), net 21,685 (26,014) 47,699 183 % Other (expense) income (105,993) 3,843 (109,836) (2,858) % Loss before income taxes (124,919) (54,933) (69,986) (127) % Income tax benefit (expense) 2,515 (133,019) 135,534 102 % Net loss and comprehensive loss $ (122,404) $ (187,952) $ 65,548 35 % Revenue Revenue decreased in 2023 compared to 2022 due to decreases in our Home, Consumer and Insurance segments.
Biggest changeYear Ended December 31, 2024 vs. 2023 2024 2023 $ Change % Change (Dollars in thousands) Home $ 128,854 $ 143,753 $ (14,899) (10) % Consumer 222,462 278,945 (56,483) (20) % Insurance 548,704 249,605 299,099 120 % Other 199 199 — — % Revenue 900,219 672,502 227,717 34 % Costs and expenses: Cost of revenue (exclusive of depreciation and amortization shown separately below) 36,072 38,758 (2,686) (7) % Selling and marketing expense 635,963 433,588 202,375 47 % General and administrative expense 108,705 117,700 (8,995) (8) % Product development 46,358 47,197 (839) (2) % Depreciation 18,300 19,070 (770) (4) % Amortization of intangibles 5,889 7,694 (1,805) (23) % Goodwill impairment — 38,600 (38,600) (100) % Restructuring and severance 508 10,118 (9,610) (95) % Litigation settlements and contingencies 3,797 388 3,409 879 % Total costs and expenses 855,592 713,113 142,479 20 % Operating income (loss) 44,627 (40,611) 85,238 210 % Other (expense) income, net: Interest (expense) income, net (27,849) 21,685 (49,534) (228) % Other (expense) income (54,162) (105,993) 51,831 49 % Loss before income taxes (37,384) (124,919) 87,535 70 % Income tax (expense) benefit (4,320) 2,515 (6,835) (272) % Net loss and comprehensive loss $ (41,704) $ (122,404) $ 80,700 66 % Revenue Revenue increased in 2024 compared to 2023 due to an increase in our Insurance segment, partially offset by decreases in our Home and Consumer segments.
Product development expense decreased in 2023 compared to 2022 primarily due to the Reduction Plan at the end of the first quarter of 2023. 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.
Product development expense decreased in 2024 compared to 2023 primarily due to the Reduction Plan at the end of the first quarter of 2023. 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.
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 14—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.
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 13—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.
In 2023, we recognized a gain on the extinguishment of debt of $53.3 million, a loss on the write-off of unamortized debt issuance costs of $3.2 million and incurred debt repayment costs of $1.6 million, all of which are included in interest income/expense, net in the consolidated statement of operations and comprehensive income.
In 2023, we recognized a gain on the extinguishment of debt of $53.3 million, a loss on the write-off of unamortized debt issuance costs of $3.2 million and incurred debt repayment costs of $1.6 million, both of which are included in interest income/expense, net in the consolidated statement of operations and comprehensive income.
Amortization of Intangibles The decrease in amortization of intangibles in 2023 compared to 2022 was due to certain intangible assets associated with our recent business acquisitions becoming fully amortized. Goodwill Impairment We incurred a goodwill impairment charge of $38.6 million in 2023 in our Insurance reporting unit.
Amortization of Intangibles The decrease in amortization of intangibles in 2024 compared to 2023 was due to certain intangible assets associated with our recent business acquisitions becoming fully amortized. Goodwill Impairment We incurred a goodwill impairment charge of $38.6 million in 2023 in our Insurance reporting unit.
As a result of the Reduction Plan, the Company incurred approximately $5.3 million in severance charges in connection with the workforce reduction, consisting of cash expenditures for employee separation costs of approximately $4.3 million and non-cash charges for the accelerated vesting of certain equity awards of approximately $1.0 million.
As a result of the Reduction Plan, we incurred approximately $5.3 million in severance charges in connection with the workforce reduction, consisting of cash expenditures for employee separation costs of approximately $4.3 million and non-cash charges for the accelerated vesting of certain equity awards of approximately $1.0 million.
Additionally, if a qualitative assessment identifies impairment indicators, then the equity investments must be evaluated for impairment and written down to its fair value, if it is determined that the fair value is less than the carrying value. Any gains or losses are included within other (expense) income in the consolidated statement of operations and comprehensive income.
Additionally, if a qualitative assessment identifies impairment indicators, then the equity investments must be evaluated for impairment and written down to its fair value, if it is determined that the fair value is less than the carrying value. 54 Table of Contents Any gains or losses are included within other (expense) income in the consolidated statement of operations and comprehensive income.
See Note 22—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.
See Note 20—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.
We adjusted our advertising expenditures in 2023 compared to 2022 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.
We adjusted our advertising expenditures in 2024 compared to 2023 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.
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. 51 Table of Contents
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. 55 Table of Contents
Cash Flows from Financing Activities Net cash used in financing activities in 2023 of $242.0 million consisted primarily of the repurchase of our 2025 Notes for $237.5 million and the related payment of debt issuance costs of $1.6 million, $1.1 million in withholding taxes paid upon surrender of shares to satisfy obligations on equity awards, net of proceeds from the exercise of stock options and $1.9 million repayment of the Term Loan Facility.
Net cash used in financing activities in 2023 of $242.0 million consisted primarily of the repurchase of our 2025 Notes for $237.5 million and the related payment of debt issuance costs of $1.6 million, $1.1 million in withholding taxes paid upon surrender of shares to satisfy obligations on equity awards, net of proceeds from the employee stock purchase plan and the exercise of stock options and $1.9 million repayment of the Term Loan Facility.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations for the Years ended December 31, 2022 and 2021 of our Form 10-K for the fiscal year ended December 31, 2022.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations for the Years ended December 31, 2023 and 2022 of our Form 10-K for the fiscal year ended December 31, 2023.
In determining the amount of the valuation allowance, we considered the 49 Table of Contents 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.
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.
During 2022, we incurred income tax expense of $139.4 million related to the valuation allowance. At December 31, 2023 and 2022, we maintain a valuation allowance of $162.5 million and $145.4 million, respectively, against our net deferred tax assets.
During 2022, we incurred income tax expense of $139.4 million related to the valuation allowance. At December 31, 2024, 2023 and 2022, we maintained a valuation allowance of $167.5 million, $162.5 million and $145.4 million, respectively, against our net deferred tax assets.
The decreases are primarily due to the Reduction Plan at the end of the first quarter of 2023, including shutting down the LendingTree customer call center, and the closure of our Ovation credit services business at the end of the second quarter of 2023.
The decrease is primarily due to the Reduction Plan at the end of the first quarter of 2023, including shutting down the LendingTree customer call center, and the closure of our Ovation credit services business at the end of the second quarter of 2023.
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 $11.4 million in 2024. See Note 11—Leases in the notes to the consolidated financial statements included elsewhere in this report for more information.
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 $9.5 million in 2025. See Note 10—Leases in the notes to the consolidated financial statements included elsewhere in this report for more information.
We incurred $0.9 million in severance charges in 2023 in connection with the workforce reductions, consisting of cash expenditures for employee separation costs of approximately $0.7 million and non-cash charges for the accelerated vesting of certain equity awards of approximately $0.2 million. The cash payments are expected to be substantially completed by the third quarter of 2024.
We incurred $0.9 million in severance charges in 2023 in connection with the workforce reductions, consisting of cash expenditures for employee separation costs of approximately $0.7 million and non-cash charges for the accelerated vesting of certain equity awards of approximately $0.2 million. The cash payments were completed by the third quarter of 2024.
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 $154.7 million at December 31, 2023.
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 $134.6 million at December 31, 2024.
An increase in a product’s revenue is generally 41 Table of Contents 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.
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.
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, 2022. General As of December 31, 2023, we had $112.1 million of cash and cash equivalents, compared to $298.8 million of cash and cash equivalents as of December 31, 2022.
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, 2023. General As of December 31, 2024, we had $106.6 million of cash and cash equivalents, compared to $112.1 million of cash and cash equivalents as of December 31, 2023.
See Note 7 - Goodwill and Intangible Assets for additional information . 42 Table of Contents Restructuring and severance During September 2023, we initiated workforce reductions of 14 employees.
See Note 7 - Goodwill and Intangible Assets for additional information . 45 Table of Contents Restructuring and severance During September 2023, we completed workforce reductions of 14 employees.
We incurred impairment charges of $114.5 million on our investments in equity securities during 2023. See Note 8—Equity Investments in the notes to the consolidated financial statements included elsewhere in this report for additional information. The carrying value of our equity investments at December 31, 2023 is $60.1 million.
We incurred impairment charges of $58.4 million and $114.5 million on our investments in equity securities during 2024 and 2023, respectively. See Note 8—Equity Investments in the notes to the consolidated financial statements included elsewhere in this report for additional information. The carrying value of our equity investments at December 31, 2024 is $1.7 million.
Cost of revenue as a percentage of revenue remained consistent at 6% in 2023 compared to 2022. 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.
Cost of revenue as a percentage of revenue decreased to 4% in 2024 compared to 6% in 2023. 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.
Definition of Adjusted EBITDA We report Adjusted EBITDA as net income 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, (9) dividend income, and (10) one-time items.
We provide and encourage investors to examine the reconciling adjustments between the GAAP and non-GAAP measures discussed below. 49 Table of Contents Definition of Adjusted EBITDA We report Adjusted EBITDA as net income 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, (9) dividend income, and (10) one-time items.
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 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).
Cash Flows from Investing Activities Net cash used investing activities in 2023 of $12.5 million consisted of capital expenditures primarily related to internally developed software.
Cash Flows from Investing Activities Net cash used in investing activities in 2024 and 2023 consisted of capital expenditures primarily related to internally developed software of $11.2 million and $12.5 million, respectively.
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.
Credit Facilities On September 15, 2021, we entered into a credit agreement (the “Credit Agreement”), consisting of a $200.0 million Revolving Facility (the “Revolving Facility”), which matures on September 15, 2026, and a $250.0 million delayed draw Term Loan Facility (the “2021 Term Loan” and together with the Revolving Facility, the “Credit Facility”), which matures on September 15, 2028.
Income tax benefit (expense) Year Ended December 31, 2023 2022 (in thousands, except percentages) Income tax benefit (expense) $ 2,515 $ (133,019) Effective tax rate 2.0 % (242.2) % For 2023, the effective tax rate varied from the federal statutory rate of 21% primarily due to the change in the valuation allowance, net of the current period change in tax effected net indefinite-lived intangibles.
Income tax benefit (expense) Year Ended December 31, 2024 2023 (in thousands, except percentages) Income tax (expense) benefit $ (4,320) $ 2,515 Effective tax rate (11.6) % 2.0 % For 2024 and 2023, the effective tax rate varied from the federal statutory rate of 21% primarily due to the change in the valuation allowance, net of the current period change in tax effected net indefinite-lived intangibles.
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 advertisement is first run. Selling and marketing expense decreased in 2023 compared to 2022 primarily due to the $255.8 million decrease in advertising and promotional expense discussed below.
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 advertisement is first run. Selling and marketing expense increased in 2024 compared to 2023 primarily due to the $204.4 million increase in advertising and promotional expense discussed below.
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 regarding significant areas of judgment. This disclosure includes accounting policies related to both continuing operations and discontinued operations.
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 regarding 52 Table of Contents significant areas of judgment.
As a result of the repurchases, we recognized a gain on the extinguishment of $53.3 million, a loss on the write-off of unamortized debt issuance costs of $3.2 million, and incurred debt repayment costs of $1.6 million, all of which are included in interest income/expense, net in the consolidated statements of operations and comprehensive income.
As a result of these repurchases, we recognized a gain on the extinguishment of $10.1 million and a loss on the write-off of unamortized debt issuance costs of $1.1 million, both of which are included in interest (expense) income, net in the consolidated statements of operations and comprehensive income.
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.
The value of goodwill subject to assessment for impairment at December 31, 2024 is $381.5 million. 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.
Revenue from our refinance mortgage product decreased $82.9 million in 2023 compared to 2022, primarily due to a decrease in the number of consumers completing request forms and a decrease in revenue earned per consumer as interest rates continued to increase in 2023.
Revenue from our refinance mortgage product decreased $6.3 million in 2024 compared to 2023, primarily due to a decrease in the number of consumers completing request forms and a decrease in revenue earned per consumer, as interest rates were generally flat compared to 2023.
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.
This measure excludes overhead, fixed costs and personnel-related costs. 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.
Notable transactions affecting cash and cash equivalents during the reported periods are as follows: 47 Table of Contents 2023 On March 8, 2023, we repurchased approximately $190.6 million in principal amount of our 2025 Notes, through separate transactions with certain holders of the 2025 Notes, for $156.3 million plus accrued and unpaid interest of approximately $0.1 million.
On March 8, 2023, we repurchased approximately $190.6 million in principal amount of our 2025 Notes, through separate transactions with certain holders of the 2025 Notes, for $156.3 million plus accrued and unpaid interest of approximately $0.1 million.
We have $79.9 million available for borrowing under the Revolving Facility as of February 28, 2024. For additional information on the Credit Facility, see Note 15—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.
For additional information on the Credit Facility, see Note 14—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.
Cash Flows Our cash flows are as follows: Year Ended December 31, 2023 2022 (in thousands) Net cash provided by operating activities $ 67,571 $ 42,967 Net cash (used in) provided by investing activities $ (12,478) $ (27,876) Net cash (used in) provided by financing activities $ (242,006) $ 32,536 Cash Flows from Operating Activities Our largest source of cash provided by our operating activities is revenue generated by our products.
Cash Flows Our cash flows are as follows: Year Ended December 31, 2024 2023 (in thousands) Net cash provided by operating activities $ 62,258 $ 67,571 Net cash used in investing activities $ (11,218) $ (12,478) Net cash used in financing activities $ (56,502) $ (242,006) Cash Flows from Operating Activities Our largest source of cash provided by our operating activities is revenue generated by our products.
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.
General and administrative expense as a percentage of revenue decreased to 12% in 2024 from 18% in 2023. 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.
For additional information, see Note—13-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 18% in 2023 from 15% in 2022.
Non-cash compensation expense, included in total compensation and benefits noted above, within general and administrative expense decreased in 2024 compared to 2023. For additional information, see Note—12-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.
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 28, 2024, we have outstanding $246.3 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.
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 March 6, 2025, we have outstanding $243.8 million under the 2021 Term Loan and the remaining borrowing capacity is $200.0 million.
On March 24, 2023, we committed to the Reduction Plan to reduce operating costs. The Reduction Plan included the elimination of approximately 162 employees, or 13%, of the Company’s current workforce.
The cash payments for the Ovation Closure were completed in the first quarter of 2024. On March 24, 2023, we committed to the Reduction Plan to reduce operating costs. The Reduction Plan included the elimination of approximately 162 employees, or 13%, of the Company’s workforce.
Revenue from our purchase mortgage product decreased $37.9 million in 2023 compared to 2022 primarily due to decreases in revenue earned per consumer and in the number of consumers completing request forms.
We measure volume for our mortgage products as the number of consumers completing request forms. Revenue from our purchase mortgage product decreased $11.0 million in 2024 compared to 2023 primarily due to decreases in the number of consumers completing request forms and a decrease in revenue earned per consumer.
The following shows the calculation of variable marketing margin: Year Ended December 31, 2023 2022 (in thousands) Revenue $ 672,502 $ 984,992 Variable marketing expense 391,557 647,324 Variable marketing margin $ 280,945 $ 337,668 Below is a reconciliation of selling and marketing expense, the most directly comparable GAAP measure, to variable marketing expense: Year Ended December 31, 2023 2022 (in thousands) Selling and marketing expense $ 433,588 $ 702,238 Non-variable selling and marketing expense (42,031) (54,914) Variable marketing expense $ 391,557 $ 647,324 45 Table of Contents The following is a reconciliation of net loss, the most directly comparable GAAP measure, to variable marketing margin: Year Ended December 31, 2023 2022 (in thousands) Net loss $ (122,404) $ (187,952) Adjustments to reconcile to variable marketing margin: Cost of revenue 38,758 57,769 Non-variable selling and marketing expense (1) 42,031 54,914 General and administrative expense 117,700 152,383 Product development 47,197 55,553 Depreciation 19,070 20,095 Amortization of intangibles 7,694 25,306 Goodwill impairment 38,600 — Restructuring and severance 10,118 4,428 Litigation settlements and contingencies 388 (18) Interest (income) expense, net (21,685) 26,014 Other expense (income) 105,993 (3,843) Income tax (benefit) expense (2,515) 133,019 Variable marketing margin $ 280,945 $ 337,668 (1) Represents the portion of selling and marketing expense not attributable to variable costs paid for advertising, direct marketing and related expenses.
Variable marketing margin is defined as revenue less variable marketing expense. 48 Table of Contents The following shows the calculation of variable marketing margin: Year Ended December 31, 2024 2023 (in thousands) Revenue $ 900,219 $ 672,502 Variable marketing expense 595,908 391,557 Variable marketing margin $ 304,311 $ 280,945 Below is a reconciliation of selling and marketing expense, the most directly comparable GAAP measure, to variable marketing expense: Year Ended December 31, 2024 2023 (in thousands) Selling and marketing expense $ 635,963 $ 433,588 Non-variable selling and marketing expense (40,055) (42,031) Variable marketing expense $ 595,908 $ 391,557 The following is a reconciliation of net loss, the most directly comparable GAAP measure, to variable marketing margin: Year Ended December 31, 2024 2023 (in thousands) Net loss $ (41,704) $ (122,404) Adjustments to reconcile to variable marketing margin: Cost of revenue 36,072 38,758 Non-variable selling and marketing expense (1) 40,055 42,031 General and administrative expense 108,705 117,700 Product development 46,358 47,197 Depreciation 18,300 19,070 Amortization of intangibles 5,889 7,694 Goodwill impairment — 38,600 Restructuring and severance 508 10,118 Litigation settlements and contingencies 3,797 388 Interest expense (income), net 27,849 (21,685) Other expense (income) 54,162 105,993 Income tax expense (benefit) 4,320 (2,515) Variable marketing margin $ 304,311 $ 280,945 (1) Represents the portion of selling and marketing expense not attributable to variable costs paid for advertising, direct marketing and related expenses.
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.
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.
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.
For more information , see Note 14—Debt, in the notes to the consolidated financial statements included elsewhere in this report.
Year Ended December 31, 2023 2022 (in thousands) Net loss $ (122,404) $ (187,952) Adjustments to reconcile to Adjusted EBITDA: Amortization of intangibles 7,694 25,306 Depreciation 19,070 20,095 Restructuring and severance 10,118 4,428 Loss on impairments and disposal of assets 5,437 6,590 Loss on investments 114,504 — Goodwill impairment 38,600 — Non-cash compensation expense 37,176 58,541 Franchise tax caused by equity investment gain — 1,500 Contribution to LendingTree Foundation — 500 Acquisition expense (5) 277 Litigation settlements and contingencies 388 (18) Interest (income) expense, net (21,685) 26,014 Dividend income (7,888) (3,842) Income tax (benefit) expense (2,515) 133,019 Adjusted EBITDA $ 78,490 $ 84,458 Financial Position, Liquidity and Capital Resources For information on fiscal 2021 results and similar comparisons, see Item 7.
Year Ended December 31, 2024 2023 (in thousands) Net loss $ (41,704) $ (122,404) Adjustments to reconcile to Adjusted EBITDA: Amortization of intangibles 5,889 7,694 Depreciation 18,300 19,070 Restructuring and severance 508 10,118 Loss on impairments and disposal of assets 2,584 5,437 Loss on investments 58,376 114,504 Goodwill impairment — 38,600 Non-cash compensation expense 28,579 37,176 Acquisition expense — (5) Litigation settlements and contingencies 3,797 388 Interest expense (income), net 27,849 (21,685) Dividend income (4,385) (7,888) Income tax expense (benefit) 4,320 (2,515) Adjusted EBITDA $ 104,113 $ 78,490 50 Table of Contents Financial Position, Liquidity and Capital Resources For information on fiscal 2022 results and similar comparisons, see Item 7.
Revenue from our credit cards product decreased $38.2 million, or 38%, to $62.0 million in 2023 from $100.2 million in 2022 primarily due to a decrease in the number of clicks and a decrease in revenue earned per click.
Revenue from our credit cards product decreased $38.2 million, or 62% in 2024 compared to 2023 primarily due to a decrease in revenue earned per click and volume . We measure volume for our credit cards product as the number of consumers clicking through to a card issuer.
Revenue from our credit products decreased $12.1 million, or 28%, in 2023 40 Table of Contents compared to 2022 primarily due to the closure of our Ovation credit services business at the end of the second quarter of 2023. Student loans decreased $5.7 million in 2023 compared to 2022, due to a d ecrease in the number of consumers.
Revenue from our credit products decreased $12.4 million, or 40%, in 2024 compared to 2023 primarily due to the closure of our Ovation credit services business at the end of the second quarter of 2023.
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.
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.
The Ovation Closure includes the elimination of approximately 197 employees, or 18%, of the Company's current workforce. As a result of the Ovation Closure, we incurred $2.1 million in restructuring expense in connection with cash expenditures for employee separation costs. The Ovation Closure, including cash payments, is expected to be completed by the first quarter of 2024.
In April 2023, we made the decision to close the Ovation credit services business ( the "Ovation Closure"). The Ovation Closure included the elimination of approximately 197 employees, or 18%, of the Company's workforce. As a result of the Ovation Closure, we incurred $2.1 million in restructuring expense in connection with cash expenditures for employee separation costs.
General and administrative expense decreased in 2023 compared to 2022, primarily due to a decrease in compensation and benefits of $18.1 million. Additionally, professional fees, technology, facilities, and bad debt expense decreased $2.8 million, $2.6 million, $2.4 million, and $2.3 million, respectively.
General and administrative expense decreased in 2024 compared to 2023, primarily due to a decrease in compensation and benefits of $3.7 million, a decrease in loss on assets of $2.9 million, a decrease in facilities expense of $2.5 million and a decrease in bad debt expense of $1.6 million.
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.
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.
Our Home segment includes the following products: purchase mortgage, refinance mortgage, and home equity loans and lines of credit. We ceased offering reverse mortgage loans in the fourth quarter of 2022. Revenue from our Home segment decreased $145.6 million, or 50%, in 2023 from 2022 primarily due to a decrease in revenue from our mortgage products.
Our Home segment includes the following products: purchase mortgage, refinance mortgage, and home equity loans and lines of credit. Revenue from our Home segment decreased $14.9 million, or 10%, in 2024 from 2023 primarily due to a decrease in revenue from our mortgage products partially offset by an increase in revenue from our home equity loans product.
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.
We measure volume for our personal loans product as the number of unique consumers completing request forms. 43 Table of Contents 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.
The fair value of the Home and Consumer reporting units exceeded their carrying amounts, indicating no goodwill impairment.
The fair value of the Home and Consumer reporting units exceeded their carrying amounts, indicating no goodwill impairment. The fair values of each reporting unit were determined using a combination of the income approach and the market approach valuation methodologies.
In addition, our uses of cash from operating activities include compensation and other employee-related costs, other general corporate expenditures, litigation settlements and contingencies, certain contingent consideration payments, and income taxes. 48 Table of Contents Cash from changes in working capital increased primarily as a result of favorable changes in accounts receivable and accounts payable, accrued expenses and other current liabilities.
Our primary uses of cash from our operating activities include advertising and promotional payments. In addition, our uses of cash from operating activities include compensation and other employee-related costs, other general corporate expenditures, litigation settlements and contingencies, certain contingent consideration payments, and income taxes.
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 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.
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 46 Table of Contents and we include the related shares in our calculations of fully diluted shares outstanding.
For the periods presented below, there are no adjustments for one-time items. 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.
Revenue from our Consumer segment decreased $117.2 million in 2023 from 2022, or 30%, primarily due to decreases in our personal loans, credit cards, small business loans products and other credit products. Several of our other products in the Consumer segment experienced decreases in revenue in 2023 from 2022.
Revenue from our Consumer segment decreased $56.5 million in 2024 from 2023, or 20%, primarily due to decreases in our credit cards, other credit products and deposits, partially offset by an increase in small business loans.
Cost of revenue decreased in 2023 compared to 2022 primarily due to a decrease in compensation and benefits of $13.9 million, a decrease in website network hosting and server hosting fees of $2.4 million and a decrease in customer service fees of $1.5 million.
Cost of revenue decreased in 2024 compared to 2023 primarily due to a decrease in compensation and benefits of $2.7 million.
The forecast calls for a 22% growth in total loan originations over 2023, with purchase loans accounting for 77% of total volume. CONSUMER Revenue in our Consumer segment decreased 30% to $278.9 million in 2023 from 2022, with segment profit of $138.9 million in 2023, a decrease of 20% from 2022.
The forecast calls for total loan originations of $2.1 trillion and purchase loans are expected to account for 69% of origination volume. CONSUMER Revenue in our Consumer segment decreased 20% to $222.5 million in 2024 from 2023, with segment profit of $110.5 million in 2024, a decrease of 20% from 2023.
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, the most directly comparable GAAP measure, to Adjusted EBITDA.
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.
Revenue from our small business loans product decreased $16.5 million, or 24%, in 2023 compared to 2022, due to a decrease in revenue earned per consumer and a decrease in the number of consumers completing request forms.
Partially offsetting these declines, r evenue from our small business loans product increased $4.0 million, or 8%, in 2024 compared to 2023, due to an increase in revenue earned per consumer partially offset by a decline in the number of consumers completing request forms.
All employee separation costs for 2022 actions were paid by the fourth quarter of 2023. Interest expense In the first quarter of 2023, we repurchased approximately $190.6 million in principal amount of our 2025 Notes for $156.3 million plus accrued and unpaid interest of approximately $0.1 million.
As a result of these repurchases, we recognized a gain on the extinguishment of $10.1 million and a loss on the write-off of unamortized debt issuance costs of $1.1 million. In the first quarter of 2023, we repurchased approximately $190.6 million in principal amount of our 2025 Notes for $156.3 million plus accrued and unpaid interest of approximately $0.1 million.
Revenue from our home equity loans and lines of credit product decreased $20.7 million, or 20%, to $85.1 million in 2023 from $105.8 million in 2022 primarily due to a decrease the reven ue earned per consumer, slightly offset by an increase in the number of consumers completing request forms.
The increase in revenue was due to a 23% increase in volume, representing an increase of $16.6 million, partially offset by a 17% decrease in reven ue earned per consumer, representing a $14.2 million decrease. We measure volume for our home equity loans and lines of credit as the number of consumers completing request forms.
See Note 15—Debt for additional information. Other Income We incurred an impairment charge of $113.1 million in 2023 related to an investment in equity securities. See Note 8 - Equity Investments for additional information. Other income for 2022 primarily consisted of dividend income.
Other Income We incurred impairment charges of $58.4 million and $114.5 million in 2024 and 2023, respectively, related to our investments in equity securities. See Note 8—Equity Investments for additional information.
Net cash provided by financing activities 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.
Cash Flows from Financing Activities Net cash used in financing activities in 2024 of $56.5 million consisted primarily of the repurchase of the 2025 Notes for $158.8 million, term loan repayments of $12.5 million and $2.2 million in withholding taxes paid upon surrender of shares to satisfy obligations on equity awards, net of proceeds from the employee stock purchase plan and the exercise of stock options offset by $117.6 million net proceeds from the 2024 Term Loan.
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 expect our cash and cash equivalents and cash flows from operations and available borrowings under our credit facilities to be sufficient to fund our operating needs for the next twelve months and beyond. We will continue to monitor the impact of current economic conditions, including interest rates and inflation on our liquidity and capital resources.
Advertising and promotional expense is the largest component of selling and marketing expense, and is comprised of the following: Year Ended December 31, 2023 vs. 2022 2023 2022 $ Change % Change (Dollars in thousands) Online $ 383,996 $ 614,369 $ (230,373) (37) % Broadcast 278 16,654 (16,376) (98) % Other 7,283 16,301 (9,018) (55) % Total advertising and promotional expense $ 391,557 $ 647,324 $ (255,767) (40) % In the periods presented, advertising and promotional expenses are equivalent to the non-GAAP measure variable marketing expense.
Additionally, compensation and benefits decreased $2.0 million in 2024 compared to 2023. 44 Table of Contents Advertising and promotional expense is the largest component of selling and marketing expense, and is comprised of the following: Year Ended December 31, 2024 vs. 2023 2024 2023 $ Change % Change (Dollars in thousands) Online $ 592,019 $ 383,996 $ 208,023 54 % Broadcast 39 278 (239) (86) % Other 3,850 7,283 (3,433) (47) % Total advertising and promotional expense $ 595,908 $ 391,557 $ 204,351 52 % In the periods presented, advertising and promotional expenses are equivalent to the non-GAAP measure variable marketing expense.
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 13—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.
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.
Revenue from our Insurance segment decreased $49.5 million, or 17%, to $249.6 million in 2023 from $299.1 million in 2022 primarily due to a decrease in the revenue earned per consumer, partially offset by an increase in the number of consumers completing request forms.
Revenue from our Insurance segment increased $299.1 million, or 120%, to $548.7 million in 2024 from $249.6 million in 2023. The increase in revenue was due to a 63% increase in revenue earned per consumer, representing $156.8 million of the increase and a 35% increase in volume representing $142.3 million of the increase.
HOME Revenue in the Home segment decreased 50% to $143.8 million in 2023 from 2022, with segment profit of $47.9 million in 2023, a decrease of 54% from 2022. Our Home segment margin, which is segment profit divided by segment revenue, decreased slightly to 33% in 2023 compared to 36% in 2022.
Our Home segment margin, which is segment profit divided by segment revenue, decreased slightly to 31% in 2024 compared to 33% in 2023 primarily due to a decline in revenue earned per consumer, due to a decline in close rates at our lender partners.
Revenue from our home equity loan product of $85.1 million in 2023 decreased 20% from 2022 as higher short-term interest rates broadly pressured demand from homeowners. The Mortgage Bankers Association expects overall mortgage originations to increase in 2024, although the first quarter of 2024 is expected to remain weak and below fourth quarter of 2023 levels.
According to Freddie Mac, the 30-year mortgage interest rates have remained elevated with a yearly average of 6.72% in 2024 compared to 6.80% in 2023. The Mortgage Bankers Association expects overall mortgage originations to increase 16% in 2025, although the first quarter of 2025 is expected to remain weak and below fourth quarter of 2024 levels.
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, 2023 is $381.5 million.
We will continue to monitor each of the reporting units and the impact of business or economic changes on the fair value of the reporting unit. Changes in the timing of the recovery of the mortgage business, inflation, interest rates and other changes in current expectations could cause an impairment to the Insurance, Mortgage or Consumer reporting units.
Revenue from our personal loans product decreased $44.0 million, or 31%, to $100.1 million in 2023 from $144.1 million in 2022 primarily due to a decrease in the number of consumers completing request forms and in revenue earned per consumer.
Revenue from our deposits product decreased $6.5 million in 2024 compared to 2023, primarily due to a d ecrease in volume and revenue earned per consumer.
Our Consumer segment margin increased to 50% in 2023 compared to 44% in 2022. Revenue from our personal loan product of $100.1 million decreased 31% in 2023 compared to 2022 as our partners broadly tightened underwriting criteria in 2023, however there are indications for increased loan originations and wider credit appetite in 2024.
Our Consumer segment margin remained consistent at 50% in 2024 and 2023. Revenue from our personal loan product of $101.4 million increased 1% in 2024 compared to 2023 as lending standards remained restrictive at our lender partners during the year. The leading reason for consumers to seek personal loans is to re-finance higher-cost credit card debt.
Revenue from our mortgage products decreased $120.8 million, or 67%, to $58.7 million in 2023 from $179.4 million in 2022.
Revenue from our mortgage products decreased $17.3 million, or 29%, to $41.4 million in 2024 from $58.7 million in 2023. The decrease in revenue was due to a 25% decline in volume, representing $13.6 million of the decrease, and a 6% decrease in revenue earned per consumer, representing $3.7 million of the decrease.
Removed
Additionally, compensation and benefits decreased $12.9 million in 2023 compared to 2022.
Added
We measure volume for our insurance product as the number of consumer request forms and in certain cases of re-engagement with a consumer, the number of subsequent consumer engagements through our platform.
Removed
We incurred a $4.2 million loss on the impairment of assets for our Ovation business in the first quarter of 2023. Non-cash compensation expense, included in total compensation and benefits noted above, within general and administrative expense decreased in 2023, which resulted in an increase in net income in 2023 compared to 2022.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

4 edited+2 added−1 removed3 unchanged
Biggest changeITEM 7A. Quantitative and Qualitative Disclosures about Market Risk Other than our Credit Facility, we do not have any financial instruments that are exposed to significant market risk. We maintain our cash and cash equivalents in bank deposits and short-term, highly liquid money market investments.
Biggest changeITEM 7A. Quantitative and Qualitative Disclosures about Market Risk We are exposed to market risks as a result of changes to interest rates. Other than our Credit Facility and the 2024 Term Loan, we do not have any financial instruments that are exposed to significant market risk.
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. 52 Table of Contents
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. 56 Table of Contents
A hypothetical 100-basis point increase or decrease in market interest rates would not have a material impact on the fair value of our cash equivalents securities, or our earnings on such cash equivalents, but would have a $2.5 million annual effect on the interest paid on borrowings under the Credit Facility.
A hypothetical 100-basis point increase or decrease in market interest rates would not have a material impact on the fair value of our cash equivalents securities, or our earnings on such cash equivalents, but would have a $2.4 million annual effect on the interest paid on borrowings under the Credit Facility and a $1.2 million annual effect on the interest paid under the 2024 Term Loan.
Typically, when interest rates decline, we see increased consumer demand for mortgage refinancing, which in turn leads to increased traffic to our website and decreased selling and marketing efforts associated with that traffic.
Fluctuations in interest rates affect consumer demand for new mortgages and the level of refinancing activity which, in turn, affects lender demand for mortgage leads. Typically, when interest rates decline, we see increased consumer demand for mortgage refinancing, which in turn leads to increased traffic to our website and decreased selling and marketing efforts associated with that traffic.
Removed
As of February 28, 2024, the Company had $246.3 million outstanding on its Term Loan Facility, and there were no outstanding borrowings under its Revolving Facility. Fluctuations in interest rates affect consumer demand for new mortgages and the level of refinancing activity which, in turn, affects lender demand for mortgage leads.
Added
We maintain our cash and cash equivalents in bank deposits and short-term, highly liquid money market investments.
Added
As of March 6, 2025, we had $243.8 million outstanding on our Term Loan Facility, and there were no outstanding borrowings under our Revolving Facility. As of March 6, 2025, we had $115.6 million outstanding on our 2024 Term Loan, which was entered into on March 27, 2024.

Other TREE 10-K year-over-year comparisons