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United States securities and exchange commission logo
May 3, 2024
Douglas 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, 2023
Filed February 29,
2024
File No. 001-34063
Dear Douglas Lebda:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments.
Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to this letter, we may have additional comments.
Form 10-K for the Fiscal Year ended December 31, 2023
Management's Discussion and Analysis of Financial Condition and Results
of Operations
Results of Operations for the Years ended December 31, 2023 and 2022,
page 40
1. We note your disclosure
on page 39 stating that you continued to grow your user base
during 2023, with an
additional 3.4 million new users resulting in cumulative sign-ups of
28.2 million as of
year-end. Please expand this disclosure to explain how you define user
base and view the
utility of the measure in understanding your results of operations.
Please also clarify the
extent to which you have accounted for attrition in calculating
your user base, and how
the measure compares to the number of active or current users
associated with the
transactions underlying revenues for each period.
2. We note that while your
accounting policy disclosures on pages 61 and 62 indicate that
your revenues are
derived from match fees, click and phone transfer fees, closing fees,
approval fees, and
service and subscription fees, you do not quantify any of these driver
metrics in your
discussion and analysis of the results of operations.
Douglas Lebda
FirstName LastNameDouglas Lebda
LendingTree, Inc.
Comapany
May 3, 2024NameLendingTree, Inc.
May 3,
Page 2 2024 Page 2
FirstName LastName
For example, the disclosures regarding consolidated and segment
revenues that begin on
pages 40 and 44 appear to attribute various decreases in revenues to
declines in the
number of refinancing transactions and home purchases, though do not
report the extent to
which the number of fee generating transactions have changed for any
period. You also
mention a decrease in the number of consumers completing request
forms, though do not
quantify the number of request form submissions for any period.
We note that your discussion and analysis does not include information
about operating
metrics that you agreed to provide in conjunction with a prior review.
For example, you
agreed to report information about mortgage revenue per lead, purchase
volume, and
revenue per approval in your August 19, 2022 response letter.
We believe that your discussion and analysis should include meaningful
and comparative
quantification of the key deliverables/revenue generating metrics that
you describe on
pages 61 and 62, and when discussing the reasons for material changes
in one or more line
items, which may involve material changes within a line item that
offset one another, you
should provide quantification of the change attributable to each of
the specific reasons
identified to comply with Item 303(b) of Regulation S-K.
Given that your financial statements reflect material changes in
various categories of
revenues, you are also required to report the extent to which such
changes are attributable
to changes in prices and separately to changes in volumes, to comply
with Item
303(b)(2)(iii) of Regulation S-K. Please submit the revisions that you
propose to address
the concerns outlined above in an amendment to your annual report.
3. We note that you provide differing levels of detail regarding the
reasons associated with
various changes in activity when discussing the consolidated and
segment information on
pages 40-41, and 44-45, also with regard to market or industry
conditions and your plans
for the future. For example, you refer to the number of consumers
completing request
forms, the number of clicks and revenue earned per click, and revenue
earned per
consumer when discussing consolidated revenues though do not identify
these reasons
when discussing revenues within the segment narratives. You appear to
discuss product
mix in the segment narratives though not within those pertaining to
the consolidate entity.
Please expand your disclosures at the forepart of this section to
advise readers of your
disclosure approach in structuring content relative to the
consolidated entity and
separately for the reportable segments, and revise your disclosures as
necessary to
differentiate between company-specific information and contextual
information about the
market or industry. For example, clarify the extent to which your
reference to existing
home sales on page 44 is correlated with your transactional volumes.
Douglas Lebda
LendingTree, Inc.
May 3, 2024
Page 3
Given that you identify segment profit as the primary performance
measure and discuss
segment revenues in the adjacent narratives, it would be helpful to
include segment
revenues and cost of revenues, as well as the margins referenced in
your narratives, within
the segment profit tabulation. Please expand the related narratives to
also address cost of
revenues and changes in the relationship between revenues and cost of
revenues.
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.
Please contact John Cannarella at 202-551-3337 or Karl Hiller at
202-551-3686 with any
questions.
FirstName LastNameDouglas Lebda Sincerely,
Comapany NameLendingTree, Inc.
Division of
Corporation Finance
May 3, 2024 Page 3 Office of Energy
& Transportation
FirstName LastName