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United States securities and exchange commission logo
July 26, 2022
Douglas R. Lebda
Chief Executive Officer
LendingTree, Inc.
1415 Vantage Park Dr., Suite 700
Charlotte, North Carolina 28203
Re: LendingTree, Inc.
Form 10-K for the
fiscal year ended December 31, 2021
Filed March 1, 2022
File No. 001-34063
Dear Mr. Lebda:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for the fiscal year ending December 31, 2021
Management's Discussion and Analysis of Financial Condition and Results
of Operations
Results of Operations for the Years ended December 31, 2021 and 2020,
page 38
1. We note that you
disclose in your quarterly earnings releases that through March 31,
2021, 22.1 million
consumers have signed up for MyLendingTree compared to 21 million
through December 31,
2021. We also note discussion and questions of underlying
operating trends and
metrics from your quarterly earnings calls driving financial results
including product
revenues, approvals, volumes, and credit scores. To provide investors
with insight into the
drivers of period over period operating trends, please enhance future
filings to provide
underlying operating metrics to support your operating performance and
trends. Refer to Items
303(a) and 303(b)(2)(ii) of Regulation S-K. Please provide us with
your proposed
disclosure.
Douglas R. Lebda
FirstName LastNameDouglas R. Lebda
LendingTree, Inc.
Comapany
July NameLendingTree, Inc.
26, 2022
July 26,
Page 2 2022 Page 2
FirstName LastName
2. We note that you disclose on page 39 total advertising expense of
$716,639,000 for the
year ended December 31, 2021 which appears to be the same amount as
variable
marketing expense, a non-GAAP measure presented on page 8 of your
earnings release
for the fourth quarter of 2021. Please address the following:
Tell us whether total advertising expense is a GAAP amount and
reconcile it for us to
your selling and marketing expense on your statement of
operations.
Tell us why your total adverting expense and your variable
marketing expense for
2021 are the same and explain why the latter is a non-GAAP
measure.
Tell us your consideration for disclosing variable market expense
and the related
variable marketing margin in your annual and quarterly reports
given your apparent
use of these measures in evaluating operating performance.
Notes to Consolidated Financial Statements
Note 8 - Equity Investment, page 68
3. Please tell us how your accounting for the Stash Financial, Inc.
(Stash) equity investment
at cost and being "subsequently marked to market upon observable
market events"
complies with the guidance in ASC 321-10-35-2 and 35-3. In your
response, specifically
address the following:
Explain what you mean by "observable market events."
Tell us whether observable market events include the impairment
indicators
identified in ASC 321-10-35-2 and, if so, how company specific
events such as
potential deteriorating earning performance is both "observable"
and a "market
event."
Confirm for us that you considered all impairment indicators,
including those
identified in ASC 321-10-35-3, whether driven by Stash-specific
events or overall
economic environmental factors in assessing impairment at
December 31, 2021 and
March 31, 2022. If not, tell us whether inclusion of
Stash-specific factors would
impact your impairment assessment at those dates.
Explain what you mean by "marked to market" given that there is no
active market
for Stash's equity and your use of the word "market" does not
appear to be consistent
with the definitions in the Master Glossary of the FASB
Codification.
Given your acquisition of a second equity investment without a
readily determinable
fair value in January 2022, tell us your consideration for
including a policy statement
that you carry these investments at cost minus impairment
plus/minus observable
price changes in orderly transactions for identical or similar
investments of the same
issuer.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
Douglas R. Lebda
LendingTree, Inc.
July 26, 2022
Page 3
You may contact Michelle Miller at 202-551-3368 or Mark Brunhofer at
202-551-3638
with any questions.
FirstName LastNameDouglas R. Lebda Sincerely,
Comapany NameLendingTree, Inc.
Division of Corporation
Finance
July 26, 2022 Page 3 Office of Finance
FirstName LastName