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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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45-3361983
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State or Other Jurisdiction of
Incorporation or Organization
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I.R.S. Employer Identification No.
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2 Circle Star Way
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San Carlos,
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CA
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94070
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Address of Principal Executive Offices
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Zip Code
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.0001 par value per share
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OPRT
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Nasdaq Global Select Market
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Large accelerated filer
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Smaller reporting company
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☒
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Accelerated filer
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Emerging growth company
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☐
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Non-accelerated filer
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☒
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TABLE OF CONTENTS
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PART I
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PART II
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PART III
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PART IV
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Term or Abbreviation
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Definition
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30+ Day Delinquency Rate (1)
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Unpaid principal balance for our owned loans that are 30 or more calendar days contractually past due as of the end of the period divided by Owned Principal Balance as of such date
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Access Loan Program
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A program intended to make credit available to select borrowers who do not qualify for credit under Oportun's core loan origination program
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Active Customers (1)
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Number of customers with an outstanding loan serviced by us at the end of a period. Active Customers includes customers whose loans are owned by us and loans that have been sold that we continue to service. Customers with charged-off accounts are excluded from Active Customers
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Adjusted EBITDA
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Adjusted EBITDA is a non-GAAP financial measure calculated as net income (loss), adjusted for the impact of our election of the fair value option and further adjusted to eliminate the effect of the following items: income tax expense (benefit), stock-based compensation, depreciation and amortization, litigation reserve, origination fees for fair value loans, net and fair value mark-to-market adjustment
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Adjusted Earnings Per Share ("EPS")
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Adjusted EPS is a non-GAAP financial measure calculated by dividing Adjusted Net Income by adjusted weighted-average diluted common shares outstanding. Weighted-average diluted common shares outstanding have been adjusted to reflect the conversion of all preferred shares as of the beginning of each annual period
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Adjusted Net Income
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Adjusted Net Income is a non-GAAP financial measure calculated by adjusting our net income (loss), for the impact of our election of the fair value option, and further adjusted to exclude income tax expense (benefit), stock-based compensation expense and litigation reserve, net of tax
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Adjusted Operating Efficiency
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Adjusted Operating Efficiency is a non-GAAP financial measure calculated by dividing total operating expenses (excluding stock-based compensation expense and litigation reserve) by Fair Value Pro Forma Total Revenue
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Adjusted Return on Equity ("ROE")
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Adjusted Return on Equity is a non-GAAP financial measure calculated by dividing annualized Adjusted Net Income by Average Fair Value Pro Forma total stockholders’ equity
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Aggregate Originations (1)
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Aggregate amount disbursed to borrowers during a specific period. Aggregate Originations excludes any fees in connection with the origination of a loan
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Annualized Net Charge-Off Rate (1)
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Annualized loan principal losses (net of recoveries) divided by the Average Daily Principal Balance of owned loans for the period
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AOCI
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Accumulated other comprehensive income (loss)
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APR
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Annual Percentage Rate
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Average Daily Debt Balance
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Average of outstanding debt principal balance at the end of each calendar day during the period
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Average Daily Principal Balance (1)
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Average of outstanding principal balance of owned loans at the end of each calendar day during the period
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Board
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Oportun’s Board of Directors
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Cost of Debt
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Annualized interest expense divided by Average Daily Debt Balance
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Customer Acquisition Cost (1)
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Sales and marketing expenses, which include the costs associated with various paid marketing channels, including direct mail, digital marketing and brand marketing and the costs associated with our telesales and retail operations divided by number of loans originated to new and returning customers during a period
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Fair Value Loans (or "Loans Receivable at Fair Value")
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All loans receivable held for investment that were originated on or after January 1, 2018
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Fair Value Pro Forma
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In order to facilitate comparisons to periods prior to January 1, 2018, certain metrics included in this presentation have been shown on a pro forma basis, or the Fair Value Pro Forma, as if we had elected the fair value option since our inception for all loans originated and held for investment and all asset-backed notes issued
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Fair Value Pro Forma Total Revenue
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Fair Value Pro Forma Total Revenue is calculated as the sum of Fair Value Pro Forma interest income and non-interest income. Fair Value Pro Forma interest income includes interest on loans and fees; origination fees are recognized upon disbursement. Non-interest income includes gain on sales, servicing fees and other income.
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Fair Value Notes
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All asset-backed notes issued by Oportun on or after January 1, 2018
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FICO® score or FICO®
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A credit score created by Fair Isaac Corporation
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GAAP
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Generally Accepted Accounting Principles
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Leverage
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Average Daily Debt Balance divided by Average Daily Principal Balance
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Loans Receivable at Amortized Cost
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Loans held for investment that were originated prior to January 1, 2018
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Loans Receivable at Fair Value (or "Fair Value Loans")
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All loans receivable held for investment that were originated on or after January 1, 2018
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Managed Principal Balance at End of Period (1)
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Total amount of outstanding principal balance for all loans, including loans sold, which we continue to service, at the end of the period
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Net Revenue
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Net Revenue is calculated by subtracting interest expense and provision (release) for loan losses from total revenue and adding the net increase (decrease) in fair value.
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Operating Efficiency
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Total operating expenses divided by total revenue
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Owned Principal Balance at End of Period (1)
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Total amount of outstanding principal balance for all loans, excluding loans sold, at the end of the period
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Principal Balance
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Original principal balance reduced by principal payments received to date
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Return on Equity
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Annualized net income divided by average stockholders' equity for a period
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Term or Abbreviation
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Definition
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TDR Finance Receivables
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Troubled debt restructured finance receivables. Debt restructuring in which a concession is granted to the borrower as a result of economic or legal reasons related to the borrower’s financial difficulties
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Secured Financing
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Asset-backed revolving debt facility issued by Oportun Funding V, LLC, as amended
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VIEs
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Variable interest entities
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Weighted Average Interest Rate
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Annualized interest expense as a percentage of average debt
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Yield
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Annualized interest income as a percentage of Average Daily Principal Balance
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our ability to increase the volume of loans we make;
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our ability to manage our net charge-off rates;
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our expectations regarding our costs and seasonality;
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our ability to successfully build our brand and protect our reputation from negative publicity;
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our ability to expand our capabilities for mobile loan and online origination and increase the volume of loans originated through our mobile and online channels;
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our ability to increase the effectiveness of our marketing efforts;
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our ability to expand our presence in states in which we operate, as well as expand into new states;
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our plans and ability to enter into new markets and introduce new products and services;
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our ability to continue to expand our demographic focus;
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our ability to maintain the terms on which we lend to our customers;
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our plans for and our ability to successfully maintain our diversified funding strategy, including loan warehouse facilities, whole loan sales and securitization transactions;
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our ability to successfully manage our interest rate spread against our cost of capital;
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our ability to successfully adjust our proprietary credit risk models and products in response to changing macroeconomic conditions and fluctuations in the credit market;
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our ability to manage fraud risk;
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our ability to efficiently manage our Customer Acquisition Cost;
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our expectations regarding the sufficiency of our cash to meet our operating and cash expenditures;
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our ability to effectively estimate the fair value of our Fair Value Loans and Fair Value Notes;
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our ability to effectively secure and maintain the confidentiality of the information provided and utilized across our systems;
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our ability to successfully compete with companies that are currently in, or may in the future enter, the business of providing consumer loans to low-to-moderate income customers underserved by traditional, mainstream financial institutions;
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our ability to attract, integrate and retain qualified employees;
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our ability to effectively manage and expand the capabilities of our contact centers, outsourcing relationships and other business operations abroad; and
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our ability to successfully adapt to complex and evolving regulatory environments
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Lack of affordability—Alternatives typically available from other lenders are often provided at rates that are too expensive relative to the borrower’s ability to pay. In addition, many such lenders sell add-on products, such as credit insurance, which may further increase the cost of the loan.
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Lack of transparency and responsibility—Available financing solutions are often structured in a way that force borrowers to become overextended. Some of these products have prepayment penalties and balloon payments.
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Lack of accessibility—Most financing providers lack a true omni-channel presence, either operating just brick-and-mortar branches or providing all solutions only online. Those that do operate in multiple channels often lack the personalized touch we provide like bilingual services, financial education programs, and flexible payment solutions that are essential to cultivating the trust of our customer base.
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Providing access to capital for credit invisible and mis-scored consumers—We take a holistic approach to solving the financial needs of our customers by combining our deep, data-driven understanding of our customers with our advanced proprietary technology. This helps us to score 100% of the applicants who come to us, enabling us to serve credit invisibles and mis-scored consumers that others cannot. In comparison, other lenders, relying on traditional credit bureau-based and in some cases qualitative underwriting and/or legacy systems and processes either decline or inaccurately underwrite loans due to their inability to credit score our customers accurately.
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Offering a simple application process with timely funding—Our innovative, alternative data-based credit models power our ability to successfully preapprove borrowers in seconds after they complete an application process that typically takes as little as 8-10 minutes. Customers who are approved can receive their loan proceeds the same day.
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Designing responsibly structured products to ensure customer success—To provide manageable payments for our customers, our loan size and length of loan term are generally correlated. Our core offering is a simple-to-understand, personal unsecured installment loan ranging in size from $300 to $10,000, which is fully amortizing with fixed payments that are sized to match each customer’s cash flow. Our loans do not have prepayment penalties or balloon payments. As part of our responsible lending philosophy, we verify income for 100% of our personal loan customers, and we only make loans that our ability-to-pay model indicates customers should be able to afford after meeting their other debts and regular living expenses. We determine the loan size and term based on our assessment of a customer’s ability to pay the loan in full and on schedule by the stated maturity, leading to better outcomes compared to alternative credit products available to our customers. To make sure a customer is comfortable with his or her repayment terms, the customer has the option to choose a lower loan amount or alternative repayment terms prior to the execution of the loan documents.
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Delivering significant savings compared to alternatives—According to a study commissioned by us and conducted by the Financial Health Network, we save our customers an estimated average of approximately $1,000 on their first loan with us compared to typically available alternative credit products, which are on average more than four times the cost of our loans, and some options range up to more than seven times the cost of our loans. For a typical new customer of ours, this equates to approximately one-third of their monthly net take-home pay. These savings create substantial benefits for our customers, allowing them access to liquidity during times of need, such as to help cover unexpected medical bills, repair their car that they rely upon to drive to work or to help pay off more expensive debt.
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Servicing our customers how, where and when they want to be served—We operate over 335 retail locations that our customers can visit in person seven days a week, have contact centers that our customers can call between 7 a.m. and 11 p.m. CST on weekdays and between 9 a.m. and 10 p.m. CST on weekends, and have a fully digital origination platform that our customers can access 24/7 through their mobile phones. In addition, our customers can make their loan payments via ACH or in cash at our retail locations and at more than 56,000 third-party payment sites across the nation. Our employees embody our mission-driven approach, can speak to our customers in English or Spanish, and are fully attuned to their problems. We believe our ability to offer such an omni-channel customer experience is a significant differentiator in the market and leads to a high customer retention rate for their future borrowing needs.
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Rewarding customers when they demonstrate successful repayment behavior:
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Larger, lower cost loans for returning customers—We generally are able to offer customers who repay their loan and return to us for a subsequent loan with a loan that is on average approximately $1,300 larger than their prior loan with us. After a full re-underwriting, we typically also offer returning customers a lower rate, with an average rate reduction between a customer’s first and second loan of approximately six percentage points.
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Development of credit history—We report payment history on every loan we make to nationwide credit bureaus, helping our customers develop a credit history. Since inception, we have helped over 830,000 customers who came to us without a FICO® score begin establishing a credit history.
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Enhancing customer experience through value-add services—We include credit education at the time of loan disbursement to ensure customers, many of whom are new to credit, understand the terms and payment obligations of their loans and how timely and complete payment will help them build positive credit. We also offer customers access to free financial coaching by phone with a nonprofit partner and referrals to a variety of financial health resources.
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Unique, large and growing data set—We leverage over one petabyte of data derived from our research and development of alternative data sources and our proprietary data accumulated from more than 8.2 million customer applications, 3.7 million loans and 73.3 million customer payments.
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Serves customers that others cannot—Our use of alternative data allows us to score 100% of the applicants who come to us, enabling us to serve credit invisibles and mis-scored consumers that others cannot.
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Virtuous cycle of risk model improvement—As our data set has grown for over a decade, we have created a virtuous cycle of consistent enhancements to our proprietary risk models that has allowed us to increase both the number of customers for whom we can approve loans and the amount of credit we can responsibly lend as our risk models derive new insights from our growing customer base.
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Scalable and rapidly evolving—Powered by machine learning, our automated model development workflows enable us to evaluate over 10,000 data variables and develop and deploy a new credit risk model in as little as 25 days. We believe this is a process that can typically take 6-12 months for traditional lenders with legacy technology platforms. This quick turnaround time for a new scoring model allows us to quickly incorporate new data sources into our models or to react to changes in consumer behavior or the macroeconomic environment. Our flexible decisioning platform allows our centralized risk team to adjust score cutoffs and assigned loan amounts in a matter of minutes. We use this platform to rapidly build and test strategies across the customer lifecycle, including through direct mail and digital marketing targeting, underwriting, pricing, fraud and customer servicing.
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100% centralized and automated decision making—Fully automated and centralized decision making that does not allow any manual intervention enables us to achieve highly predictable credit performance and rapid, efficient scaling of our business.
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Supports omni-channel network—Our digital loan application allows our customers to transact with us seamlessly through their preferred method: in person at one of over 335 retail locations, over the phone through contact centers, or via mobile or online through our responsive web-based origination solution.
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increase the volume of loans originated through our various origination channels, including retail locations, direct mail marketing, contact centers and online, which includes our mobile origination solution;
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increase the effectiveness of our direct mail marketing, radio advertising, digital advertising, and other marketing strategies;
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efficiently manage and expand our presence and activities in states in which we operate, as well as expand into new states;
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successfully build our brand and protect our reputation from negative publicity;
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manage our Annualized Net Charge-Off Rate;
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maintain the terms on which we lend to our customers;
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protect against increasingly sophisticated fraudulent borrowing and online theft;
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enter into new markets and introduce new products and services;
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continue to expand our customer demographic focus from our original customer base of Spanish-speaking customers;
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successfully maintain our diversified funding strategy, including loan warehouse facilities, whole loan sales and securitization transactions;
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successfully manage our interest rate spread against our cost of capital;
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successfully adjust our proprietary credit risk models, products and services in response to changing macroeconomic conditions and fluctuations in the credit market;
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effectively manage and expand the capabilities of our contact centers, outsourcing relationships and other business operations abroad;
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effectively secure and maintain the confidentiality of the information provided and utilized across our systems;
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successfully compete with companies that are currently in, or may in the future enter, the business of providing consumer financial services to low-to-moderate income customers underserved by traditional, mainstream financial institutions;
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attract, integrate and retain qualified employees; and
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successfully adapt to complex and evolving regulatory environments.
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loan volumes, loan mix and the channels through which our loans are originated;
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the effectiveness of our direct marketing and other marketing channels;
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the timing and success of new products and origination channels;
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the amount and timing of operating expenses related to acquiring customers and the maintenance and expansion of our business, operations and infrastructure;
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net charge-off rates;
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adjustments to the fair value of our Fair Value Loans and Fair Value Notes;
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our cost of borrowing money and access to the capital markets; and
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general economic, industry and market conditions.
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identification of new locations and negotiation of acceptable lease terms; and
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incurrence of additional indebtedness (if necessary to finance new retail locations).
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risks related to government regulation or required compliance with local laws;
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local licensing and reporting obligations;
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difficulties in developing, staffing and simultaneously managing a number of varying foreign operations as a result of distance, language and cultural differences;
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different, uncertain, overlapping or more stringent local laws and regulations;
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political and economic instability, tensions, security risks and changes in international diplomatic and trade relations;
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state or federal regulations that restrict offshoring of business operational functions or require offshore partners to obtain additional licenses, registrations or permits to perform services on our behalf;
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geopolitical events, including natural disasters, public health issues, pandemics, acts of war and terrorism;
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compliance with applicable U.S. laws and foreign laws related to consumer protection, intellectual property, privacy, data security, corruption, money laundering and export/trade control;
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misconduct by our outsourcing partners and their employees or even unsubstantiated allegations of misconduct;
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risks due to lack of direct involvement in hiring and retaining personnel; and
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potentially adverse tax developments and consequences.
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default and foreclosure on our and our subsidiaries’ assets if asset performance and our operating revenue are insufficient to repay debt obligations;
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mandatory repurchase obligations for any loans conveyed or sold into a debt financing or under a whole loan purchase facility if the representations and warranties we made with respect to those loans were not correct when made;
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acceleration of obligations to repay the indebtedness (or other outstanding indebtedness to the extent of cross default triggers), even if we make all principal and interest payments when due, if we breach any covenants that require the maintenance of certain financial ratios with respect to us or the loan portfolio securing our indebtedness or the maintenance of certain reserves or tangible net worth and do not obtain a waiver for such breach or renegotiate our covenant;
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our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding;
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our inability to obtain necessary additional financing if changes in the characteristics of our loans or our collection and other loan servicing activities change and cease to meet conditions precedent for continued or additional availability under our debt financings;
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diverting a substantial portion of cash flow to pay principal and interest on such debt, which would reduce the funds available for expenses, capital expenditures, acquisitions and other general corporate purposes;
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creating limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;
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defaults based on loan portfolio performance or default in our collection and loan servicing obligations could result in our being replaced by a third-party or back-up servicer and notification to our customers to redirect payments;
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downgrades or revisions of agency ratings for our debt financing; and
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monitoring, administration and reporting costs and expenses, including legal, accounting and other monitoring reporting costs and expenses, required under our debt financings.
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failure to meet quarterly or annual guidance with regard to revenue, margins, earnings or other key financial or operational metrics;
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fluctuations in the trading volume of our share or the size of our public float;
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price and volume fluctuations in the overall stock market from time to time;
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changes in operating performance and stock market valuations of similar companies;
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failure of financial analysts to maintain coverage of us, changes in financial estimates by any analysts who follow our company, or our failure to meet these estimates or the expectations of investors;
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public reaction to our press releases, other public announcements and filings with the SEC;
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any major change in our management;
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sales of shares of our common stock by us or our stockholders;
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rumors and market speculation involving us or other companies in our industry;
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actual or anticipated changes in our results of operations or fluctuations in our results of operations;
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changes in prevailing interest rates;
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quarterly fluctuations in demand for our loans;
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actual or anticipated developments in our business or our competitors’ businesses or the competitive landscape generally;
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litigation, government investigations and regulatory actions;
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developments or disputes concerning our intellectual property or other proprietary rights;
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new laws or regulations or new interpretations of existing laws or regulations applicable to our business;
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changes in accounting standards, policies, guidelines, interpretations or principles;
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other general market, political and economic conditions, including any such conditions and local conditions in the markets in which our customers, employees, and contractors are located.
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a classified Board with three-year staggered terms, which may delay the ability of stockholders to change the membership of a majority of our Board;
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our Board has the right to elect directors to fill a vacancy created by the expansion of the Board or the resignation, death or removal of a director, which prevents stockholders from being able to fill board vacancies;
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our stockholders may not act by written consent or call special stockholders’ meetings;
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our amended and restated certificate of incorporation prohibits cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates;
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stockholders must provide advance notice and additional disclosures in order to nominate individuals for election to the Board or to propose matters that can be acted upon at a stockholders’ meeting, which may discourage or deter a potential acquiror from conducting a solicitation of proxies to elect the acquiror’s own slate of directors or otherwise attempting to obtain control of our company; and
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our Board may issue, without stockholder approval, shares of undesignated preferred stock, which may make it possible for our Board to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to acquire us.
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Company Index
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9/26/2019
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9/30/2019
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10/31/2019
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11/30/2019
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12/31/2019
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Oportun Financial Corporation
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$
|
100.00
|
|
$
|
100.31
|
|
$
|
99.69
|
|
$
|
131.05
|
|
$
|
147.19
|
|
NASDAQ Composite Index
|
$
|
100.00
|
|
$
|
99.61
|
|
$
|
98.48
|
|
$
|
107.90
|
|
$
|
111.73
|
|
KBW Nasdaq Financial Technology Index
|
$
|
100.00
|
|
$
|
98.83
|
|
$
|
100.81
|
|
$
|
106.10
|
|
$
|
106.23
|
|
Topic
|
|
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|
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|
As of or for the Year Ended December 31,
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||||||
(in thousands of dollars, except CAC)
|
|
2019
|
|
2018
|
||||
Aggregate Originations (1)
|
|
$
|
2,051,836
|
|
|
$
|
1,759,908
|
|
Number of Loans Originated (1)
|
|
726,964
|
|
|
644,551
|
|
||
Active Customers (1)
|
|
793,254
|
|
|
695,697
|
|
||
Customer Acquisition Cost (1)
|
|
$
|
134
|
|
|
$
|
120
|
|
Owned Principal Balance at End of Period (1)
|
|
$
|
1,842,928
|
|
|
$
|
1,501,284
|
|
Managed Principal Balance at End of Period (1)
|
|
$
|
2,198,950
|
|
|
$
|
1,785,143
|
|
Average Daily Principal Balance (1)
|
|
$
|
1,624,347
|
|
|
$
|
1,282,333
|
|
Charge-offs, Net of Recoveries (1)
|
|
$
|
134,804
|
|
|
$
|
94,384
|
|
30+ Day Delinquent Principal Balance at End of Period (1)
|
|
$
|
73,882
|
|
|
$
|
59,467
|
|
30+ Day Delinquency Rate (1)
|
|
4.0
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%
|
|
4.0
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%
|
||
Annualized Net Charge-Off Rate (1)
|
|
8.3
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%
|
|
7.4
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%
|
||
Operating Efficiency
|
|
60.4
|
%
|
|
57.7
|
%
|
||
Adjusted Operating Efficiency
|
|
57.2
|
%
|
|
57.8
|
%
|
||
Return on Equity
|
|
14.7
|
%
|
|
43.8
|
%
|
||
Adjusted Return on Equity
|
|
14.9
|
%
|
|
13.2
|
%
|
|
|
Year of Origination
|
||||||||||||||||||||||||||||||||||
|
|
2007
|
|
2008
|
|
2009
|
|
2010
|
|
2011
|
|
2012
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
||||||||||||
Net lifetime loan losses as of December 31, 2019 as a percentage of original principal balance
|
|
7.7
|
%
|
|
8.9
|
%
|
|
5.5
|
%
|
|
6.4
|
%
|
|
6.2
|
%
|
|
5.6
|
%
|
|
5.6
|
%
|
|
6.1
|
%
|
|
7.1
|
%
|
|
8.1
|
%*
|
|
7.9
|
%*
|
|
5.4
|
%*
|
Outstanding principal balance as of December 31, 2019 as a percentage of original amount disbursed
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
0.3
|
%
|
|
6.7
|
%
|
|
47.4
|
%
|
Dollar weighted average original term for vintage in months
|
|
9.3
|
|
|
9.9
|
|
|
10.2
|
|
|
11.7
|
|
|
12.3
|
|
|
14.5
|
|
|
16.4
|
|
|
19.1
|
|
|
22.3
|
|
|
24.2
|
|
|
26.3
|
|
|
29.0
|
|
|
|
Years Ended December 31,
|
||||||
(in thousands of dollars)
|
|
2019
|
|
2018
|
||||
Revenue
|
|
|
|
|
||||
Interest income
|
|
$
|
544,126
|
|
|
$
|
448,777
|
|
Non-interest income
|
|
56,022
|
|
|
48,802
|
|
||
Total revenue
|
|
600,148
|
|
|
497,579
|
|
||
Less:
|
|
|
|
|
||||
Interest expense
|
|
60,546
|
|
|
46,919
|
|
||
Provision (release) for loan losses
|
|
(4,483
|
)
|
|
16,147
|
|
||
Total net increase (decrease) in fair value
|
|
(97,237
|
)
|
|
22,899
|
|
||
Net revenue
|
|
446,848
|
|
|
457,412
|
|
||
Operating expenses:
|
|
|
|
|
||||
Technology and facilities
|
|
101,981
|
|
|
82,848
|
|
||
Sales and marketing
|
|
97,153
|
|
|
77,617
|
|
||
Personnel
|
|
90,647
|
|
|
63,291
|
|
||
Outsourcing and professional fees
|
|
57,243
|
|
|
52,733
|
|
||
General, administrative and other
|
|
15,392
|
|
|
10,828
|
|
||
Total operating expenses
|
|
362,416
|
|
|
287,317
|
|
||
Income before taxes
|
|
84,432
|
|
|
170,095
|
|
||
Income tax expense
|
|
22,834
|
|
|
46,701
|
|
||
Net income
|
|
$
|
61,598
|
|
|
$
|
123,394
|
|
|
|
Year Ended December 31,
|
|
2019 vs. 2018 Change
|
|||||||||||
(in thousands of dollars)
|
|
2019
|
|
2018
|
|
$
|
|
%
|
|||||||
Revenue
|
|
|
|
|
|
|
|
|
|||||||
Interest income
|
|
$
|
544,126
|
|
|
$
|
448,777
|
|
|
$
|
95,349
|
|
|
21.2
|
%
|
Non-interest income
|
|
56,022
|
|
|
48,802
|
|
|
7,220
|
|
|
14.8
|
%
|
|||
Total revenue
|
|
$
|
600,148
|
|
|
$
|
497,579
|
|
|
$
|
102,569
|
|
|
20.6
|
%
|
Percentage of total revenue:
|
|
|
|
|
|
|
|
|
|||||||
Interest income
|
|
90.7
|
%
|
|
90.2
|
%
|
|
|
|
|
|||||
Non-interest income
|
|
9.3
|
%
|
|
9.8
|
%
|
|
|
|
|
|||||
Total revenue
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2019 vs. 2018 Change
|
|||||||||||
(in thousands of dollars)
|
|
2019
|
|
2018
|
|
$
|
|
%
|
|||||||
Interest expense
|
|
$
|
60,546
|
|
|
$
|
46,919
|
|
|
$
|
13,627
|
|
|
29.0
|
%
|
Percentage of total revenue
|
|
10.1
|
%
|
|
9.4
|
%
|
|
|
|
|
|||||
Cost of Debt
|
|
4.4
|
%
|
|
4.4
|
%
|
|
|
|
|
|||||
Leverage as a percentage of Average Daily Principal Balance
|
|
85.5
|
%
|
|
83.5
|
%
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2019 vs. 2018 Change
|
|||||||||||
(in thousands of dollars)
|
|
2019
|
|
2018
|
|
$
|
|
%
|
|||||||
Charge-offs, net of recoveries on loans receivable at amortized cost
|
|
$
|
17,871
|
|
|
$
|
71,398
|
|
|
$
|
(53,527
|
)
|
|
(75.0
|
)%
|
Excess provision on loans receivable at amortized cost
|
|
(22,354
|
)
|
|
(55,251
|
)
|
|
32,897
|
|
|
(59.5
|
)%
|
|||
Provision (release) for loan losses
|
|
$
|
(4,483
|
)
|
|
$
|
16,147
|
|
|
$
|
(20,630
|
)
|
|
(127.8
|
)%
|
Allowance for loan losses rate on amortized cost portfolio
|
|
9.45
|
%
|
|
8.13
|
%
|
|
|
|
|
|||||
Percentage of total revenue:
|
|
(0.7
|
)%
|
|
3.2
|
%
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2019 vs. 2018 Change
|
|||||||||||
(in thousands of dollars)
|
|
2019
|
|
2018
|
|
$
|
|
%
|
|||||||
Fair value mark-to-market adjustment:
|
|
|
|
|
|
|
|
|
|||||||
Fair value mark-to-market adjustment on fair value loans
|
|
$
|
31,670
|
|
|
$
|
49,998
|
|
|
$
|
(18,328
|
)
|
|
(36.7
|
)%
|
Fair value mark-to-market adjustment on asset-backed notes
|
|
(11,974
|
)
|
|
(4,113
|
)
|
|
(7,861
|
)
|
|
*
|
|
|||
Total fair value mark-to-market adjustment
|
|
19,696
|
|
|
45,885
|
|
|
(26,189
|
)
|
|
*
|
|
|||
Charge-offs, net of recoveries on loans receivable at fair value
|
|
(116,933
|
)
|
|
(22,986
|
)
|
|
(93,947
|
)
|
|
*
|
|
|||
Total net increase (decrease) in fair value
|
|
$
|
(97,237
|
)
|
|
$
|
22,899
|
|
|
$
|
(120,136
|
)
|
|
*
|
|
Percentage of total revenue:
|
|
|
|
|
|
|
|
|
|||||||
Fair value mark-to-market adjustment
|
|
3.3
|
%
|
|
9.2
|
%
|
|
|
|
|
|||||
Charge-offs, net of recoveries on loans receivable at fair value
|
|
(19.5
|
)%
|
|
(4.6
|
)
|
|
|
|
|
|||||
Total net increase (decrease) in fair value
|
|
(16.2
|
)%
|
|
4.6
|
%
|
|
|
|
|
|||||
Discount rate
|
|
7.77
|
%
|
|
9.20
|
%
|
|
|
|
|
|||||
Remaining cumulative charge-offs
|
|
9.61
|
%
|
|
10.52
|
%
|
|
|
|
|
|||||
Average life in years
|
|
0.81
|
|
|
0.85
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2019 vs. 2018 Change
|
|||||||||||
(in thousands of dollars)
|
|
2019
|
|
2018
|
|
$
|
|
%
|
|||||||
Charge-offs, net of recoveries on loans receivable at amortized cost
|
|
$
|
17,871
|
|
|
$
|
71,398
|
|
|
$
|
(53,527
|
)
|
|
(75.0
|
)%
|
Charge-offs, net of recoveries on loans receivable at fair value
|
|
116,933
|
|
|
22,986
|
|
|
93,947
|
|
|
*
|
|
|||
Total charge-offs, net of recoveries
|
|
$
|
134,804
|
|
|
$
|
94,384
|
|
|
$
|
40,420
|
|
|
42.8
|
%
|
Average Daily Principal Balance
|
|
1,624,347
|
|
|
1,282,333
|
|
|
342,014
|
|
|
26.7
|
%
|
|||
Annualized Net Charge-Off Rate
|
|
8.3
|
%
|
|
7.4
|
%
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2019 vs. 2018 Change
|
|||||||||||
(in thousands of dollars)
|
|
2019
|
|
2018
|
|
$
|
|
%
|
|||||||
Technology and facilities
|
|
$
|
101,981
|
|
|
$
|
82,848
|
|
|
$
|
19,133
|
|
|
23.1
|
%
|
Percentage of total revenue
|
|
17.0
|
%
|
|
16.7
|
%
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2019 vs. 2018 Change
|
|||||||||||
(in thousands of dollars, except CAC)
|
|
2019
|
|
2018
|
|
$
|
|
%
|
|||||||
Sales and marketing
|
|
$
|
97,153
|
|
|
$
|
77,617
|
|
|
$
|
19,536
|
|
|
25.2
|
%
|
Percentage of total revenue
|
|
16.2
|
%
|
|
15.6
|
%
|
|
|
|
|
|||||
Customer Acquisition Cost (CAC)
|
|
$
|
134
|
|
|
$
|
120
|
|
|
$
|
14
|
|
|
11.7
|
%
|
|
|
Year Ended December 31,
|
|
2019 vs. 2018 Change
|
|||||||||||
(in thousands of dollars)
|
|
2019
|
|
2018
|
|
$
|
|
%
|
|||||||
Personnel
|
|
$
|
90,647
|
|
|
$
|
63,291
|
|
|
$
|
27,356
|
|
|
43.2
|
%
|
Percentage of total revenue
|
|
15.1
|
%
|
|
12.7
|
%
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2019 vs. 2018 Change
|
|||||||||||
(in thousands of dollars)
|
|
2019
|
|
2018
|
|
$
|
|
%
|
|||||||
Outsourcing and professional fees
|
|
$
|
57,243
|
|
|
$
|
52,733
|
|
|
$
|
4,510
|
|
|
8.6
|
%
|
Percentage of total revenue
|
|
9.5
|
%
|
|
10.6
|
%
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2019 vs. 2018 Change
|
|||||||||||
(in thousands of dollars)
|
|
2019
|
|
2018
|
|
$
|
|
%
|
|||||||
General, administrative and other
|
|
$
|
15,392
|
|
|
$
|
10,828
|
|
|
$
|
4,564
|
|
|
42.1
|
%
|
Percentage of total revenue
|
|
2.6
|
%
|
|
2.2
|
%
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2019 vs. 2018 Change
|
|||||||||||
(in thousands of dollars)
|
|
2019
|
|
2018
|
|
$
|
|
%
|
|||||||
Income tax expense
|
|
$
|
22,834
|
|
|
$
|
46,701
|
|
|
$
|
(23,867
|
)
|
|
(51.1
|
)%
|
Percentage of total revenue
|
|
3.8
|
%
|
|
9.4
|
%
|
|
|
|
|
|||||
Effective tax rate
|
|
27.0
|
%
|
|
27.5
|
%
|
|
|
|
|
•
|
Loans and notes are recorded at their fair value, not their principal balance or cost basis;
|
•
|
The fair value of the loans takes into consideration net charge-offs for the remaining life of the loans, thus no separate allowance for loan loss is required;
|
•
|
Upfront fees and expenses of loans and notes are no longer deferred but recognized at origination in income or expense, respectively;
|
•
|
Changes in the fair value of loans and notes impact Net Revenue; and
|
•
|
Net charge-offs are recognized as they occur as part of the change in fair value for loans.
|
•
|
Portfolio yield;
|
•
|
Average life;
|
•
|
Prepayments;
|
•
|
Remaining cumulative charge-offs; and
|
•
|
Discount rate.
|
•
|
Subtracting the servicing fee from the weighted average portfolio yield over the remaining life of the loans to calculate net portfolio yield;
|
•
|
Multiplying the net portfolio yield by the weighted average life in years of the loans receivable, which is based upon the contractual amortization of the loans and expected remaining prepayments and charge-offs to calculate net cash flow;
|
•
|
Subtracting the remaining cumulative charge-offs from the net portfolio yield to calculate the net cash flow;
|
•
|
Subtracting the product of the discount rate and the average life from the net cash flow to calculate the gross fair value premium as a percentage of loan principal balance; and
|
•
|
Subtracting the accrued interest and fees as a percentage of loan principal balance from the gross fair value premium as a percentage of loan principal balance to calculate the fair value premium as a percentage of loan principal balance.
|
|
|
Three Months Ended
|
||||||||||||||||||||||
|
|
Dec 31, 2019
|
|
Sep 30, 2019
|
|
Jun 30, 2019
|
|
Mar 31, 2019
|
|
Dec 31, 2018
|
|
Sep 30, 2018
|
|
Jun 30, 2018
|
|
Mar 31, 2018
|
||||||||
Weighted average portfolio yield over the remaining life of the loans
|
|
31.45
|
%
|
|
32.08
|
%
|
|
32.43
|
%
|
|
32.59
|
%
|
|
32.76
|
%
|
|
32.84
|
%
|
|
32.80
|
%
|
|
32.55
|
%
|
Less: Servicing fee
|
|
(5.00
|
)%
|
|
(5.00
|
)%
|
|
(5.00
|
)%
|
|
(5.00
|
)%
|
|
(5.00
|
)%
|
|
(5.00
|
)%
|
|
(5.00
|
)%
|
|
(5.00
|
)%
|
Net portfolio yield
|
|
26.45
|
%
|
|
27.08
|
%
|
|
27.43
|
%
|
|
27.59
|
%
|
|
27.76
|
%
|
|
27.84
|
%
|
|
27.80
|
%
|
|
27.55
|
%
|
Multiplied by: Weighted average life in years
|
|
0.814
|
|
|
0.781
|
|
|
0.792
|
|
|
0.804
|
|
|
0.850
|
|
|
0.875
|
|
|
0.924
|
|
|
0.970
|
|
Pre-loss cash flow
|
|
21.53
|
%
|
|
21.13
|
%
|
|
21.67
|
%
|
|
22.07
|
%
|
|
23.60
|
%
|
|
24.50
|
%
|
|
25.58
|
%
|
|
26.72
|
%
|
Less: Remaining cumulative charge-offs
|
|
(9.61
|
)%
|
|
(9.87
|
)%
|
|
(10.05
|
)%
|
|
(10.00
|
)%
|
|
(10.52
|
)%
|
|
(11.23
|
)%
|
|
(9.48
|
)%
|
|
(8.77
|
)%
|
Net cash flow
|
|
11.92
|
%
|
|
11.26
|
%
|
|
11.62
|
%
|
|
12.07
|
%
|
|
13.08
|
%
|
|
13.27
|
%
|
|
16.10
|
%
|
|
17.95
|
%
|
Less: Discount rate multiplied by average life
|
|
(6.33
|
)%
|
|
(6.19
|
)%
|
|
(6.62
|
)%
|
|
(7.09
|
)%
|
|
(7.82
|
)%
|
|
(7.87
|
)%
|
|
(8.13
|
)%
|
|
(8.45
|
)%
|
Gross fair value premium as a percentage of loan principal balance
|
|
5.59
|
%
|
|
5.07
|
%
|
|
5.00
|
%
|
|
4.98
|
%
|
|
5.26
|
%
|
|
5.40
|
%
|
|
7.97
|
%
|
|
9.50
|
%
|
Less: Accrued interest and fees as a percentage of loan principal balance
|
|
(1.05
|
)%
|
|
(0.97
|
)%
|
|
(0.93
|
)%
|
|
(0.97
|
)%
|
|
(1.01
|
)%
|
|
(0.82
|
)%
|
|
(0.90
|
)%
|
|
(0.84
|
)%
|
Fair value premium as a percentage of loan principal balance
|
|
4.54
|
%
|
|
4.10
|
%
|
|
4.07
|
%
|
|
4.01
|
%
|
|
4.25
|
%
|
|
4.58
|
%
|
|
7.07
|
%
|
|
8.66
|
%
|
Discount Rate
|
|
7.77
|
%
|
|
7.93
|
%
|
|
8.38
|
%
|
|
8.86
|
%
|
|
9.20
|
%
|
|
8.94
|
%
|
|
8.84
|
%
|
|
8.71
|
%
|
|
|
Three Months Ended
|
||||||||||||||||||||||
|
|
Dec 31, 2019
|
|
Sep 30, 2019
|
|
Jun 30, 2019
|
|
Mar 31, 2019
|
|
Dec 31, 2018
|
|
Sep 30, 2018
|
|
Jun 30, 2018
|
|
Mar 31, 2018
|
||||||||
Weighted average portfolio yield over the remaining life of the loans
|
|
31.47
|
%
|
|
31.89
|
%
|
|
32.37
|
%
|
|
32.45
|
%
|
|
32.68
|
%
|
|
32.74
|
%
|
|
31.96
|
%
|
|
30.78
|
%
|
Less: Servicing fee
|
|
(5.00
|
)%
|
|
(5.00
|
)%
|
|
(5.00
|
)%
|
|
(5.00
|
)%
|
|
(5.00
|
)%
|
|
(5.00
|
)%
|
|
(5.00
|
)%
|
|
(5.00
|
)%
|
Net portfolio yield
|
|
26.47
|
%
|
|
26.89
|
%
|
|
27.37
|
%
|
|
27.45
|
%
|
|
27.68
|
%
|
|
27.74
|
%
|
|
26.96
|
%
|
|
25.78
|
%
|
Multiplied by: Weighted average life in years
|
|
0.804
|
|
|
0.765
|
|
|
0.764
|
|
|
0.754
|
|
|
0.762
|
|
|
0.750
|
|
|
0.785
|
|
|
0.785
|
|
Pre-loss cash flow
|
|
21.28
|
%
|
|
20.71
|
%
|
|
20.80
|
%
|
|
20.59
|
%
|
|
21.03
|
%
|
|
20.81
|
%
|
|
21.30
|
%
|
|
20.11
|
%
|
Less: Remaining cumulative charge-offs
|
|
(9.51
|
)%
|
|
(9.83
|
)%
|
|
(9.94
|
)%
|
|
(9.83
|
)%
|
|
(10.18
|
)%
|
|
(11.00
|
)%
|
|
(9.47
|
)%
|
|
(8.95
|
)%
|
Net cash flow
|
|
11.77
|
%
|
|
10.88
|
%
|
|
10.86
|
%
|
|
10.76
|
%
|
|
10.85
|
%
|
|
9.81
|
%
|
|
11.83
|
%
|
|
11.16
|
%
|
Less: Discount rate multiplied by average life
|
|
(6.25
|
)%
|
|
(6.11
|
)%
|
|
(6.37
|
)%
|
|
(6.65
|
)%
|
|
(6.98
|
)%
|
|
(6.64
|
)%
|
|
(6.92
|
)%
|
|
(6.72
|
)%
|
Gross fair value premium as a percentage of loan principal balance
|
|
5.52
|
%
|
|
4.77
|
%
|
|
4.49
|
%
|
|
4.11
|
%
|
|
3.87
|
%
|
|
3.17
|
%
|
|
4.91
|
%
|
|
4.44
|
%
|
Less: Accrued interest and fees as a percentage of loan principal balance
|
|
(1.04
|
)%
|
|
(0.96
|
)%
|
|
(0.92
|
)%
|
|
(0.96
|
)%
|
|
(1.00
|
)%
|
|
(0.94
|
)%
|
|
(0.92
|
)%
|
|
(0.94
|
)%
|
Fair value premium as a percentage of loan principal balance
|
|
4.48
|
%
|
|
3.81
|
%
|
|
3.57
|
%
|
|
3.15
|
%
|
|
2.87
|
%
|
|
2.23
|
%
|
|
3.99
|
%
|
|
3.50
|
%
|
Discount Rate
|
|
7.77
|
%
|
|
7.93
|
%
|
|
8.38
|
%
|
|
8.86
|
%
|
|
9.19
|
%
|
|
8.85
|
%
|
|
8.76
|
%
|
|
8.61
|
%
|
Remaining Cumulative Charge-offs
|
|
Projected percentage change in the fair value of our Fair Value Loans
|
|
Projected change in net fair value recorded in earnings
($ in thousands)
|
|||
120% of expected
|
|
(1.6
|
)%
|
|
$
|
(29,838
|
)
|
110% of expected
|
|
(0.8
|
)%
|
|
(15,099
|
)
|
|
100% of expected
|
|
—
|
%
|
|
—
|
|
|
90% of expected
|
|
0.8
|
%
|
|
15,288
|
|
|
80% of expected
|
|
1.6
|
%
|
|
30,971
|
|
Remaining Cumulative Charge-offs
|
|
Projected percentage change in the fair value of our Fair Value Loans
|
|
Projected change in net fair value recorded in earnings
($ in thousands)
|
|||
120% of expected
|
|
(1.5
|
)%
|
|
$
|
(22,163
|
)
|
110% of expected
|
|
(0.7
|
)%
|
|
(11,168
|
)
|
|
100% of expected
|
|
—
|
%
|
|
—
|
|
|
90% of expected
|
|
0.8
|
%
|
|
11,345
|
|
|
80% of expected
|
|
1.5
|
%
|
|
22,871
|
|
Change in Interest Rates
|
|
Projected percentage change in the fair value of our Fair Value Loans
|
|
Projected percentage change in the fair value of our Fair Value Notes
|
|
Projected change in net fair value recorded in earnings
($ in thousands)
|
||||
-100 Basis Points
|
|
0.7
|
%
|
|
1.5
|
%
|
|
$
|
(8,661
|
)
|
-50 Basis Points
|
|
0.4
|
%
|
|
0.8
|
%
|
|
(4,465
|
)
|
|
-25 Basis Points
|
|
0.2
|
%
|
|
0.4
|
%
|
|
(2,390
|
)
|
|
Basis Interest Rate
|
|
—
|
%
|
|
—
|
%
|
|
—
|
|
|
+25 Basis Points
|
|
(0.2
|
)%
|
|
(0.3
|
)%
|
|
1,719
|
|
|
+50 Basis Points
|
|
(0.4
|
)%
|
|
(0.7
|
)%
|
|
3,752
|
|
|
+100 Basis Points
|
|
(0.7
|
)%
|
|
(1.4
|
)%
|
|
7,776
|
|
Change in Interest Rates
|
|
Projected percentage change in the fair value of our Fair Value Loans
|
|
Projected percentage change in the fair value of our Fair Value Notes
|
|
Projected change in net fair value recorded in earnings
($ in thousands)
|
||||
-100 Basis Points
|
|
0.7
|
%
|
|
2.2
|
%
|
|
$
|
(16,540
|
)
|
-50 Basis Points
|
|
0.3
|
%
|
|
1.1
|
%
|
|
(8,205
|
)
|
|
-25 Basis Points
|
|
0.2
|
%
|
|
0.5
|
%
|
|
(4,091
|
)
|
|
Basis Interest Rate
|
|
—
|
%
|
|
—
|
%
|
|
—
|
|
|
+25 Basis Points
|
|
(0.2
|
)%
|
|
(0.5
|
)%
|
|
4,030
|
|
|
+50 Basis Points
|
|
(0.3
|
)%
|
|
(1.1
|
)%
|
|
8,038
|
|
|
+100 Basis Points
|
|
(0.7
|
)%
|
|
(2.1
|
)%
|
|
15,952
|
|
Remaining Cumulative Prepayments
|
|
Projected percentage change in the fair value of our Fair Value Loans
|
|
Projected change in net fair value recorded in earnings
($ in thousands)
|
|||
120% of expected
|
|
(0.2
|
)%
|
|
$
|
(3,268
|
)
|
110% of expected
|
|
(0.1
|
)%
|
|
(1,709
|
)
|
|
100% of expected
|
|
—
|
%
|
|
—
|
|
|
90% of expected
|
|
0.1
|
%
|
|
1,679
|
|
|
80% of expected
|
|
0.2
|
%
|
|
3,523
|
|
Remaining Cumulative Prepayments
|
|
Projected percentage change in the fair value of our Fair Value Loans
|
|
Projected change in net fair value recorded in earnings
($ in thousands)
|
|||
120% of expected
|
|
(0.1
|
)%
|
|
$
|
(1,244
|
)
|
110% of expected
|
|
—
|
%
|
|
(648
|
)
|
|
100% of expected
|
|
—
|
%
|
|
—
|
|
|
90% of expected
|
|
0.1
|
%
|
|
703
|
|
|
80% of expected
|
|
0.1
|
%
|
|
1,461
|
|
•
|
Other companies, including companies in our industry, may calculate these measures differently, which may reduce their usefulness as a comparative measure.
|
•
|
These measures do not consider the potentially dilutive impact of stock-based compensation.
|
•
|
Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future and Adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements.
|
•
|
Although excess provision represents the portion of provision for loan losses not attributable to net principal charge-offs occurring in the current period, it is expected that net principal charge-offs in the amount of the excess provision will occur in future periods.
|
•
|
Although the fair value mark-to-market adjustment is a non-cash adjustment, it does reflect our estimate of the price a third party would pay for our Fair Value Loans or our Fair Value Notes.
|
•
|
Adjusted EBITDA does not reflect tax payments that may represent a reduction in cash available to us.
|
|
|
Year Ended December 31, 2019
|
|
Year Ended December 31, 2018
|
|
Period-to-period Change in FVPF
|
||||||||||||||||||||||||
(in thousands)
|
|
As Reported
|
|
FV Adjustments
|
|
FV Pro Forma
|
|
As Reported
|
|
FV Adjustments
|
|
FV Pro Forma
|
|
$
|
%
|
|||||||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Interest income
|
|
$
|
544,126
|
|
|
$
|
(1,755
|
)
|
|
$
|
542,371
|
|
|
$
|
448,777
|
|
|
$
|
(12,619
|
)
|
|
$
|
436,158
|
|
|
$
|
106,213
|
|
24
|
%
|
Non-interest income
|
|
56,022
|
|
|
—
|
|
|
56,022
|
|
|
48,802
|
|
|
—
|
|
|
48,802
|
|
|
7,220
|
|
15
|
%
|
|||||||
Total revenue
|
|
600,148
|
|
|
(1,755
|
)
|
|
598,393
|
|
|
497,579
|
|
|
(12,619
|
)
|
|
484,960
|
|
|
113,433
|
|
23
|
%
|
|||||||
Less:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Interest expense
|
|
60,546
|
|
|
(1,412
|
)
|
|
59,134
|
|
|
46,919
|
|
|
(2,900
|
)
|
|
44,019
|
|
|
15,115
|
|
34
|
%
|
|||||||
Provision (release) for loan losses
|
|
(4,483
|
)
|
|
4,483
|
|
|
—
|
|
|
16,147
|
|
|
(16,147
|
)
|
|
—
|
|
|
—
|
|
—
|
%
|
|||||||
Net increase (decrease) in fair value
|
|
(97,237
|
)
|
|
(13,361
|
)
|
|
(110,598
|
)
|
|
22,899
|
|
|
(122,196
|
)
|
|
(99,297
|
)
|
|
(11,301
|
)
|
11
|
%
|
|||||||
Net revenue
|
|
446,848
|
|
|
(18,187
|
)
|
|
428,661
|
|
|
457,412
|
|
|
(115,768
|
)
|
|
341,644
|
|
|
87,017
|
|
25
|
%
|
|||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Technology and facilities
|
|
101,981
|
|
|
—
|
|
|
101,981
|
|
|
82,848
|
|
|
—
|
|
|
82,848
|
|
|
19,133
|
|
23
|
%
|
|||||||
Sales and marketing
|
|
97,153
|
|
|
—
|
|
|
97,153
|
|
|
77,617
|
|
|
—
|
|
|
77,617
|
|
|
19,536
|
|
25
|
%
|
|||||||
Personnel
|
|
90,647
|
|
|
—
|
|
|
90,647
|
|
|
63,291
|
|
|
—
|
|
|
63,291
|
|
|
27,356
|
|
43
|
%
|
|||||||
Outsourcing and professional fees
|
|
57,243
|
|
|
—
|
|
|
57,243
|
|
|
52,733
|
|
|
—
|
|
|
52,733
|
|
|
4,510
|
|
9
|
%
|
|||||||
General, administrative and other
|
|
15,392
|
|
|
—
|
|
|
15,392
|
|
|
10,828
|
|
|
—
|
|
|
10,828
|
|
|
4,564
|
|
42
|
%
|
|||||||
Total operating expenses
|
|
362,416
|
|
|
—
|
|
|
362,416
|
|
|
287,317
|
|
|
—
|
|
|
287,317
|
|
|
75,099
|
|
26
|
%
|
|||||||
Income before taxes
|
|
84,432
|
|
|
(18,187
|
)
|
|
66,245
|
|
|
170,095
|
|
|
(115,768
|
)
|
|
54,327
|
|
|
11,918
|
|
22
|
%
|
|||||||
Income tax expense
|
|
22,834
|
|
|
(5,018
|
)
|
|
17,816
|
|
|
46,701
|
|
|
(31,808
|
)
|
|
14,893
|
|
|
2,923
|
|
20
|
%
|
|||||||
Net income (loss)
|
|
$
|
61,598
|
|
|
$
|
(13,169
|
)
|
|
$
|
48,429
|
|
|
$
|
123,394
|
|
|
$
|
(83,960
|
)
|
|
$
|
39,434
|
|
|
$
|
8,995
|
|
23
|
%
|
|
|
December 31, 2019
|
|
December 31, 2018
|
|
Period-to-period Change in FVPF
|
||||||||||||||||||||||||
(in thousands)
|
|
As Reported
|
|
FV Adjustments
|
|
FV Pro Forma
|
|
As Reported
|
|
FV Adjustments
|
|
FV Pro Forma
|
|
$
|
%
|
|||||||||||||||
Cash and cash equivalents
|
|
$
|
72,179
|
|
|
$
|
—
|
|
|
$
|
72,179
|
|
|
$
|
70,475
|
|
|
$
|
—
|
|
|
$
|
70,475
|
|
|
$
|
1,704
|
|
2
|
%
|
Restricted cash
|
|
63,962
|
|
|
—
|
|
|
63,962
|
|
|
58,700
|
|
|
—
|
|
|
58,700
|
|
|
5,262
|
|
9
|
%
|
|||||||
Loans receivable (1)
|
|
1,920,559
|
|
|
5,011
|
|
|
1,925,570
|
|
|
1,523,250
|
|
|
21,182
|
|
|
1,544,432
|
|
|
381,138
|
|
25
|
%
|
|||||||
Other assets
|
|
145,174
|
|
|
(6,579
|
)
|
|
138,595
|
|
|
87,514
|
|
|
(2,510
|
)
|
|
85,004
|
|
|
53,591
|
|
63
|
%
|
|||||||
Total assets
|
|
2,201,874
|
|
|
(1,568
|
)
|
|
2,200,306
|
|
|
1,739,939
|
|
|
18,672
|
|
|
1,758,611
|
|
|
441,695
|
|
25
|
%
|
|||||||
Total debt (2)
|
|
1,549,223
|
|
|
1,557
|
|
|
1,550,780
|
|
|
1,310,266
|
|
|
(311
|
)
|
|
1,309,955
|
|
|
240,825
|
|
18
|
%
|
|||||||
Other liabilities
|
|
163,885
|
|
|
(1,621
|
)
|
|
162,264
|
|
|
83,124
|
|
|
7,318
|
|
|
90,442
|
|
|
71,822
|
|
79
|
%
|
|||||||
Total liabilities
|
|
1,713,108
|
|
|
(64
|
)
|
|
1,713,044
|
|
|
1,393,390
|
|
|
7,007
|
|
|
1,400,397
|
|
|
312,647
|
|
22
|
%
|
|||||||
Total stockholder's equity
|
|
488,766
|
|
|
(1,504
|
)
|
|
487,262
|
|
|
346,549
|
|
|
11,665
|
|
|
358,214
|
|
|
129,048
|
|
36
|
%
|
|||||||
Total liabilities and stockholders' equity
|
|
$
|
2,201,874
|
|
|
$
|
(1,568
|
)
|
|
$
|
2,200,306
|
|
|
$
|
1,739,939
|
|
|
$
|
18,672
|
|
|
$
|
1,758,611
|
|
|
$
|
441,695
|
|
25
|
%
|
•
|
We believe it is useful to exclude the impact of income tax expense (benefit), as reported, because historically it has included irregular income tax items that do not reflect ongoing business operations.
|
•
|
We believe it is useful to exclude the impact of depreciation and amortization and stock-based compensation expense because they are non-cash charges.
|
•
|
We believe it is useful to exclude the impact of the litigation reserve because this item does not reflect ongoing business operations.
|
•
|
We also reverse origination fees for Fair Value Loans, net. As a result of our election of the fair value option for our Fair Value Loans, we recognize the full amount of any origination fees as revenue at the time of loan disbursement in advance of our collection of origination fees through principal payments. As a result, we believe it is beneficial to exclude the uncollected portion of such origination fees, because such amounts do not represent cash that we received.
|
•
|
We also reverse the fair value mark-to-market adjustment because it is a non-cash adjustment as shown in the table below.
|
Components of Fair Value Mark-to-Market Adjustment - Fair Value Pro Forma (in thousands)
|
|
Year Ended December 31,
|
||||||
|
2019
|
|
2018
|
|||||
Fair value mark-to-market adjustment on Fair Value Loans
|
|
$
|
39,460
|
|
|
$
|
(5,926
|
)
|
Fair value mark-to-market adjustment on asset-backed notes
|
|
(15,253
|
)
|
|
1,013
|
|
||
Total fair value mark-to-market adjustment - Fair Value Pro Forma
|
|
$
|
24,207
|
|
|
$
|
(4,913
|
)
|
|
|
Year Ended December 31,
|
||||||
Adjusted EBITDA (in thousands)
|
|
2019
|
|
2018
|
||||
Net income (1)
|
|
$
|
61,598
|
|
|
$
|
123,394
|
|
Adjustments:
|
|
|
|
|
||||
Fair Value Pro Forma net income adjustment
|
|
(13,169
|
)
|
|
(83,960
|
)
|
||
Income tax expense
|
|
17,816
|
|
|
14,893
|
|
||
Depreciation and amortization
|
|
14,101
|
|
|
11,823
|
|
||
Stock-based compensation expense (2)
|
|
19,183
|
|
|
6,772
|
|
||
Litigation reserve
|
|
905
|
|
|
—
|
|
||
Origination fees for Fair Value Loans, net
|
|
(1,908
|
)
|
|
(3,576
|
)
|
||
Fair value mark-to-market adjustment
|
|
(24,207
|
)
|
|
4,913
|
|
||
Adjusted EBITDA
|
|
$
|
74,319
|
|
|
$
|
74,259
|
|
•
|
We believe it is useful to exclude the impact of income tax expense (benefit), as reported, because historically it has included irregular tax items that do not reflect our ongoing business operations.
|
•
|
We believe it is useful to exclude stock-based compensation expense, net of tax, because it is a non-cash charge.
|
•
|
We believe it is useful to exclude the impact of the litigation reserve, net of tax, because this item does not reflect ongoing business operations.
|
•
|
We include the impact of normalized income tax expense by applying the income tax rate noted in the table.
|
|
|
Year Ended December 31,
|
||||||
Adjusted Net Income (in thousands)
|
|
2019
|
|
2018
|
||||
Net income (1)
|
|
$
|
61,598
|
|
|
$
|
123,394
|
|
Adjustments:
|
|
|
|
|
||||
Fair Value Pro Forma net income adjustment
|
|
(13,169
|
)
|
|
(83,960
|
)
|
||
Income tax expense
|
|
17,816
|
|
|
14,893
|
|
||
Stock-based compensation expense (2)
|
|
19,183
|
|
|
6,772
|
|
||
Litigation reserve
|
|
905
|
|
|
—
|
|
||
Adjusted income before taxes
|
|
86,333
|
|
|
61,099
|
|
||
Normalized income tax expense
|
|
23,548
|
|
|
16,750
|
|
||
Adjusted Net Income
|
|
$
|
62,785
|
|
|
$
|
44,349
|
|
Income tax rate (3)
|
|
27.0
|
%
|
|
27.5
|
%
|
|
|
Year Ended December 31,
|
||||||
(in thousands, except share and per share data)
|
|
2019
|
|
2018
|
||||
Diluted earnings per share
|
|
$
|
0.40
|
|
|
$
|
4.47
|
|
Adjusted EPS
|
|
|
|
|
||||
Adjusted Net Income
|
|
$
|
62,785
|
|
|
$
|
44,349
|
|
|
|
|
|
|
||||
Basic weighted-average common shares outstanding
|
|
9,347,103
|
|
|
2,585,405
|
|
||
Weighted-average common shares outstanding based on assumed convertible preferred conversion
|
|
14,005,753
|
|
|
19,370,949
|
|
||
Weighted average effect of dilutive securities:
|
|
|
|
|
||||
Stock options
|
|
1,300,758
|
|
|
1,114,816
|
|
||
Restricted stock units (1)
|
|
101,671
|
|
|
—
|
|
||
Warrants
|
|
12,320
|
|
|
14,882
|
|
||
Diluted adjusted weighted-average common shares outstanding
|
|
24,767,605
|
|
|
23,086,052
|
|
||
Adjusted Earnings Per Share
|
|
$
|
2.53
|
|
|
$
|
1.92
|
|
|
|
As of or for the Year Ended December 31,
|
||||||
(in thousands)
|
|
2019
|
|
2018
|
||||
Return on Equity
|
|
14.7
|
%
|
|
43.8
|
%
|
||
Adjusted Return on Equity
|
|
|
|
|
||||
Adjusted Net Income
|
|
$
|
62,785
|
|
|
$
|
44,349
|
|
Fair Value Pro Forma average stockholders' equity
|
|
$
|
422,738
|
|
|
$
|
335,275
|
|
Adjusted Return on Equity
|
|
14.9
|
%
|
|
13.2
|
%
|
|
|
As of or for the Year Ended December 30,
|
||||||
(in thousands)
|
|
2019
|
|
2018
|
||||
Operating Efficiency
|
|
60.4
|
%
|
|
57.7
|
%
|
||
Adjusted Operating Efficiency
|
|
|
|
|
||||
Total revenue
|
|
$
|
600,148
|
|
|
$
|
497,579
|
|
Fair Value Pro Forma total revenue adjustments
|
|
(1,755
|
)
|
|
(12,619
|
)
|
||
Fair Value Pro Forma Total Revenue
|
|
598,393
|
|
|
484,960
|
|
||
Total operating expense
|
|
362,416
|
|
|
287,317
|
|
||
Stock-based compensation expense (1)
|
|
(19,183
|
)
|
|
(6,772
|
)
|
||
Litigation Reserve
|
|
(905
|
)
|
|
—
|
|
||
Total Fair Value Pro Forma adjusted operating expenses
|
|
$
|
342,328
|
|
|
$
|
280,545
|
|
Adjusted Operating Efficiency
|
|
57.2
|
%
|
|
57.8
|
%
|
Debt Facility
|
|
Scheduled Amortization Period Commencement Date
|
|
Interest Rate
|
|
Principal (in thousands)
|
||
Secured Financing
|
|
10/1/2021
|
|
LIBOR (minimum of 0.00%) + 2.45%
|
|
$
|
62,000
|
|
Asset-Backed Securitization-Series 2019-A Notes
|
|
8/1/2022
|
|
3.22%
|
|
250,000
|
|
|
Asset-Backed Securitization-Series 2018-D Notes
|
|
12/1/2021
|
|
4.50%
|
|
175,002
|
|
|
Asset-Backed Securitization-Series 2018-C Notes
|
|
10/1/2021
|
|
4.39%
|
|
275,000
|
|
|
Asset-Backed Securitization-Series 2018-B Notes
|
|
7/1/2021
|
|
4.09%
|
|
213,159
|
|
|
Asset-Backed Securitization-Series 2018-A Notes
|
|
3/1/2021
|
|
3.83%
|
|
200,004
|
|
|
Asset-Backed Securitization-Series 2017-B Notes
|
|
10/1/2020
|
|
3.51%
|
|
200,000
|
|
|
Asset-Backed Securitization-Series 2017-A Notes
|
|
6/1/2020
|
|
3.36%
|
|
160,001
|
|
|
|
|
|
|
|
|
$
|
1,535,166
|
|
•
|
Eligibility Criteria. In order for our loans to be eligible for purchase by Oportun Funding V, they must meet all applicable eligibility criteria;
|
•
|
Concentration Limits. The collateral pool is subject to certain concentration limits that, if exceeded, would reduce our borrowing base availability by the amount of such excess; and
|
•
|
Covenants and Other Requirements. The secured financing facility contains several financial covenants, portfolio performance covenants and other covenants or requirements that, if not complied with, may result in an event of default and/or an early amortization event causing the accelerated repayment of amounts owed.
|
•
|
Eligibility Criteria. In order for our loans to be eligible for purchase by our wholly owned special purpose subsidiaries they must meet all applicable eligibility criteria; and
|
•
|
Covenants and Other Requirements. Our securitization facilities contain pool concentration limits, pool performance covenants and other covenants or requirements that, if not complied with, may result in an event of default, and/or an early amortization event causing the accelerated repayment of amounts owed.
|
|
|
Year Ended December 31,
|
||||||
(in thousands of dollars)
|
|
2019
|
|
2018
|
||||
Cash, cash equivalents and restricted cash
|
|
$
|
136,141
|
|
|
$
|
129,175
|
|
Cash provided by (used in)
|
|
|
|
|
||||
Operating activities
|
|
218,374
|
|
|
138,374
|
|
||
Investing activities
|
|
(497,680
|
)
|
|
(471,427
|
)
|
||
Financing activities
|
|
$
|
286,272
|
|
|
$
|
368,073
|
|
•
|
Remaining Cumulative Charge-offs - Remaining cumulative charge-offs are estimates of the principal payments that will not be repaid over the life of a loan held for investment. Remaining cumulative loss expectations are adjusted to reflect the expected principal recoveries on charged-off loans. Remaining cumulative loss expectations are primarily based on the historical performance of our loans but also incorporate adjustments based on our expectations of future credit performance and are quantified by the remaining cumulative charge-off rate.
|
•
|
Remaining Cumulative Prepayments - Remaining cumulative prepayments are estimates of the principal payments that will be repaid earlier than contractually required over the life of a loan held for investment. Remaining cumulative prepayment rates are primarily based on the historical performance of our loans but also incorporate adjustments based on our expectations of future customer behavior and refinancings through our Good Customer Program.
|
•
|
Average Life - Average life is the time weighted average of the estimated principal payments divided by the principal balance at the measurement date. The timing of estimated principal payments is impacted by scheduled amortization of loans, charge-offs, and prepayments.
|
•
|
Discount Rates - The discount rates applied to the expected cash flows of loans held for investment reflect our estimates of the rates of return that investors would require when investing in financial instruments with similar risk and return characteristics. Discount rates are based on our estimate of the rate of return likely to be received on new loans. Discount rates for aged loans are adjusted to reflect the market relationship between interest rates and remaining time to maturity.
|
Remaining Cumulative Charge-Offs
|
|
Projected percentage change in the fair value of our Fair Value Loans
|
|
Projected change in net fair value recorded in earnings
($ in thousands)
|
|||
120% of expected
|
|
(1.6
|
)%
|
|
$
|
(29,324
|
)
|
110% of expected
|
|
(0.8
|
)%
|
|
$
|
(14,899
|
)
|
100% of expected
|
|
—
|
%
|
|
$
|
—
|
|
90% of expected
|
|
0.8
|
%
|
|
$
|
14,815
|
|
80% of expected
|
|
1.6
|
%
|
|
$
|
30,138
|
|
Remaining Cumulative Charge-Offs
|
|
Projected percentage change in the fair value of our Fair Value Loans
|
|
Projected change in net fair value recorded in earnings
($ in thousands)
|
|||
120% of expected
|
|
(1.5
|
)%
|
|
$
|
(18,050
|
)
|
110% of expected
|
|
(0.8
|
)%
|
|
$
|
(9,095
|
)
|
100% of expected
|
|
—
|
%
|
|
$
|
—
|
|
90% of expected
|
|
0.8
|
%
|
|
$
|
9,237
|
|
80% of expected
|
|
1.6
|
%
|
|
$
|
18,620
|
|
Change in Interest Rates
|
|
Projected percentage change in the fair value of our Fair Value Loans
|
|
Projected percentage change in the fair value of our Fair Value Notes
|
|
Projected change in net fair value recorded in earnings
($ in thousands) |
||||
-100 Basis Points
|
|
0.7
|
%
|
|
1.8
|
%
|
|
$
|
(6,257
|
)
|
-50 Basis Points
|
|
0.4
|
%
|
|
0.9
|
%
|
|
$
|
(3,103
|
)
|
-25 Basis Points
|
|
0.2
|
%
|
|
0.4
|
%
|
|
$
|
(1,545
|
)
|
Basis Interest Rate
|
|
—
|
%
|
|
—
|
%
|
|
$
|
—
|
|
+25 Basis Points
|
|
(0.2
|
)%
|
|
(0.4
|
)%
|
|
$
|
1,532
|
|
+50 Basis Points
|
|
(0.4
|
)%
|
|
(0.9
|
)%
|
|
$
|
3,052
|
|
+100 Basis Points
|
|
(0.7
|
)%
|
|
(1.7
|
)%
|
|
$
|
6,053
|
|
Change in Interest Rates
|
|
Projected percentage change in the fair value of our Fair Value Loans
|
|
Projected percentage change in the fair value of our Fair Value Notes
|
|
Projected change in net fair value recorded in earnings
($ in thousands)
|
||||
-100 Basis Points
|
|
0.7
|
%
|
|
2.5
|
%
|
|
$
|
(12,272
|
)
|
-50 Basis Points
|
|
0.4
|
%
|
|
1.2
|
%
|
|
$
|
(6,086
|
)
|
-25 Basis Points
|
|
0.2
|
%
|
|
0.6
|
%
|
|
$
|
(3,038
|
)
|
Basis Interest Rate
|
|
—
|
%
|
|
—
|
%
|
|
$
|
—
|
|
+25 Basis Points
|
|
(0.2
|
)%
|
|
(0.6
|
)%
|
|
$
|
2,970
|
|
+50 Basis Points
|
|
(0.4
|
)%
|
|
(1.2
|
)%
|
|
$
|
5,931
|
|
+100 Basis Points
|
|
(0.7
|
)%
|
|
(2.4
|
)%
|
|
$
|
11,768
|
|
Remaining Cumulative Prepayments
|
|
Projected percentage change in the fair value of our Fair Value Loans
|
|
Projected change in net fair value recorded in earnings
($ in thousands) |
|||
120% of expected
|
|
(0.2
|
)%
|
|
$
|
(3,340
|
)
|
110% of expected
|
|
(0.1
|
)%
|
|
$
|
(1,809
|
)
|
100% of expected
|
|
—
|
%
|
|
$
|
—
|
|
90% of expected
|
|
0.1
|
%
|
|
$
|
1,520
|
|
80% of expected
|
|
0.2
|
%
|
|
$
|
3,331
|
|
Remaining Cumulative Prepayments
|
|
Projected percentage change in the fair value of our Fair Value Loans
|
|
Projected change in net fair value recorded in earnings
($ in thousands)
|
|||
120% of expected
|
|
(0.1
|
)%
|
|
$
|
(1,239
|
)
|
110% of expected
|
|
(0.1
|
)%
|
|
$
|
(646
|
)
|
100% of expected
|
|
—
|
%
|
|
$
|
—
|
|
90% of expected
|
|
0.1
|
%
|
|
$
|
700
|
|
80% of expected
|
|
0.1
|
%
|
|
$
|
1,456
|
|
|
|
December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Assets
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
72,179
|
|
|
$
|
70,475
|
|
Restricted cash
|
|
63,962
|
|
|
58,700
|
|
||
Loans receivable at fair value
|
|
1,882,088
|
|
|
1,227,469
|
|
||
Loans receivable at amortized cost
|
|
42,546
|
|
|
323,814
|
|
||
Less:
|
|
|
|
|
||||
Unamortized deferred origination costs and fees, net
|
|
(103
|
)
|
|
(1,707
|
)
|
||
Allowance for loan losses
|
|
(3,972
|
)
|
|
(26,326
|
)
|
||
Loans receivable at amortized cost, net
|
|
38,471
|
|
|
295,781
|
|
||
Loans held for sale
|
|
715
|
|
|
—
|
|
||
Interest and fees receivable, net
|
|
17,185
|
|
|
13,177
|
|
||
Right of use assets - operating
|
|
50,503
|
|
|
—
|
|
||
Deferred tax assets
|
|
1,563
|
|
|
1,039
|
|
||
Other assets
|
|
75,208
|
|
|
73,298
|
|
||
Total assets
|
|
$
|
2,201,874
|
|
|
$
|
1,739,939
|
|
|
|
|
|
|
||||
Liabilities and stockholders' equity
|
|
|
|
|
||||
Liabilities
|
|
|
|
|
||||
Secured financing
|
|
$
|
60,910
|
|
|
$
|
85,289
|
|
Asset-backed notes at fair value
|
|
1,129,202
|
|
|
867,278
|
|
||
Asset-backed notes at amortized cost
|
|
359,111
|
|
|
357,699
|
|
||
Amount due to whole loan buyer
|
|
33,354
|
|
|
27,941
|
|
||
Lease liabilities
|
|
53,357
|
|
|
—
|
|
||
Deferred tax liabilities
|
|
24,868
|
|
|
13,925
|
|
||
Other liabilities
|
|
52,306
|
|
|
41,258
|
|
||
Total liabilities
|
|
1,713,108
|
|
|
1,393,390
|
|
||
Stockholders' equity
|
|
|
|
|
||||
Convertible preferred stock, $0.0001 par value - 0 and 16,550,904 shares authorized at December 31, 2019 and December 31, 2018; 0 and 14,043,977 shares issued and outstanding (liquidation preference of $0 and $261,343) at December 31, 2019 and December 31, 2018, respectively
|
|
—
|
|
|
16
|
|
||
Convertible preferred stock, additional paid-in capital
|
|
—
|
|
|
257,887
|
|
||
Preferred stock, $0.0001 par value - 100,000,000 and 0 shares authorized at December 31, 2019 and December 31, 2018; 0 shares issued and outstanding at December 31, 2019 and December 31, 2018, respectively
|
|
—
|
|
|
—
|
|
||
Preferred stock, additional paid-in capital
|
|
—
|
|
|
—
|
|
||
Common stock, $0.0001 par value - 1,000,000,000 and 28,181,818 shares authorized at December 31, 2019 and December 31, 2018; 27,262,639 shares issued and 27,003,157 shares outstanding at December 31, 2019; 3,194,731 shares issued and 2,935,249 shares outstanding at December 31, 2018
|
|
6
|
|
|
3
|
|
||
Common stock, additional paid-in capital
|
|
418,299
|
|
|
44,411
|
|
||
Convertible preferred and common stock warrants
|
|
63
|
|
|
130
|
|
||
Accumulated other comprehensive loss
|
|
(162
|
)
|
|
(132
|
)
|
||
Retained earnings
|
|
76,679
|
|
|
52,662
|
|
||
Treasury stock at cost, 259,482 shares at December 31, 2019 and December 31, 2018, respectively
|
|
(6,119
|
)
|
|
(8,428
|
)
|
||
Total stockholders’ equity
|
|
488,766
|
|
|
346,549
|
|
||
Total liabilities and stockholders' equity
|
|
$
|
2,201,874
|
|
|
$
|
1,739,939
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Revenue
|
|
|
|
|
|
|
||||||
Interest income
|
|
$
|
544,126
|
|
|
$
|
448,777
|
|
|
$
|
327,935
|
|
Non-interest income
|
|
56,022
|
|
|
48,802
|
|
|
33,019
|
|
|||
Total revenue
|
|
600,148
|
|
|
497,579
|
|
|
360,954
|
|
|||
Less:
|
|
|
|
|
|
|
||||||
Interest expense
|
|
60,546
|
|
|
46,919
|
|
|
36,399
|
|
|||
Provision (release) for loan losses
|
|
(4,483
|
)
|
|
16,147
|
|
|
98,315
|
|
|||
Net increase (decrease) in fair value
|
|
(97,237
|
)
|
|
22,899
|
|
|
—
|
|
|||
Net revenue
|
|
446,848
|
|
|
457,412
|
|
|
226,240
|
|
|||
|
|
|
|
|
|
|
||||||
Operating expenses:
|
|
|
|
|
|
|
||||||
Technology and facilities
|
|
101,981
|
|
|
82,848
|
|
|
70,896
|
|
|||
Sales and marketing
|
|
97,153
|
|
|
77,617
|
|
|
58,060
|
|
|||
Personnel
|
|
90,647
|
|
|
63,291
|
|
|
47,186
|
|
|||
Outsourcing and professional fees
|
|
57,243
|
|
|
52,733
|
|
|
31,171
|
|
|||
General, administrative and other
|
|
15,392
|
|
|
10,828
|
|
|
16,858
|
|
|||
Total operating expenses
|
|
362,416
|
|
|
287,317
|
|
|
224,171
|
|
|||
|
|
|
|
|
|
|
||||||
Income before taxes
|
|
84,432
|
|
|
170,095
|
|
|
2,069
|
|
|||
Income tax expense
|
|
22,834
|
|
|
46,701
|
|
|
12,275
|
|
|||
Net income (loss)
|
|
$
|
61,598
|
|
|
$
|
123,394
|
|
|
$
|
(10,206
|
)
|
Change in post-termination benefit obligation
|
|
(30
|
)
|
|
10
|
|
|
(119
|
)
|
|||
Total comprehensive income (loss)
|
|
$
|
61,568
|
|
|
$
|
123,404
|
|
|
$
|
(10,325
|
)
|
|
|
|
|
|
|
|
||||||
Net income (loss) attributable to common stockholders
|
|
$
|
4,262
|
|
|
$
|
16,597
|
|
|
$
|
(10,206
|
)
|
|
|
|
|
|
|
|
||||||
Share data:
|
|
|
|
|
|
|
||||||
Earnings (loss) per share:
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
0.46
|
|
|
$
|
6.42
|
|
|
$
|
(4.22
|
)
|
Diluted
|
|
$
|
0.40
|
|
|
$
|
4.47
|
|
|
$
|
(4.22
|
)
|
Weighted average common shares outstanding:
|
|
|
|
|
|
|
||||||
Basic
|
|
9,347,103
|
|
|
2,585,405
|
|
|
2,419,810
|
|
|||
Diluted
|
|
10,761,852
|
|
|
3,715,103
|
|
|
2,419,810
|
|
For the Years Ended December 31, 2019, 2018 and 2017
|
|||||||||||||||||||||||||||||||||||||||||||||
|
|
Convertible Preferred Stock
|
|
Convertible Preferred and Common Stock Warrants
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
|
|
Shares
|
|
Par Value
|
|
Additional Paid-in Capital
|
|
Shares
|
|
Par Value
|
|
Shares
|
|
Par Value
|
|
Additional Paid-in Capital
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Retained Earnings (Deficit)
|
|
Treasury Stock
|
|
Total Stockholders' Equity
|
|||||||||||||||||||||
Balance – January 1, 2019
|
|
14,043,977
|
|
|
$
|
16
|
|
|
$
|
257,887
|
|
|
24,959
|
|
|
$
|
130
|
|
|
2,935,249
|
|
|
$
|
3
|
|
|
$
|
44,411
|
|
|
$
|
(132
|
)
|
|
$
|
52,662
|
|
|
$
|
(8,428
|
)
|
|
$
|
346,549
|
|
Issuance of common stock upon exercise of stock options
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
105,909
|
|
|
—
|
|
|
791
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
791
|
|
|||||||||
Repurchase of stock options
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(86
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(86
|
)
|
|||||||||
Issuance of common stock upon initial public offering, net of offering costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,873,356
|
|
|
—
|
|
|
60,479
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
60,479
|
|
|||||||||
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19,183
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19,183
|
|
|||||||||
Conversion of convertible preferred stock to common stock in connection with initial public offering
|
|
(14,043,977
|
)
|
|
(16
|
)
|
|
(257,887
|
)
|
|
7,643
|
|
|
—
|
|
|
19,075,167
|
|
|
3
|
|
|
295,356
|
|
|
—
|
|
|
(37,456
|
)
|
|
—
|
|
|
—
|
|
|||||||||
Issuance of convertible preferred stock and conversion to common stock upon exercise of warrants, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,090
|
)
|
|
(67
|
)
|
|
3,969
|
|
|
—
|
|
|
67
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Vesting of restricted stock units, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,507
|
|
|
—
|
|
|
(92
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(92
|
)
|
|||||||||
Cumulative effect of adoption of ASC 842
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(125
|
)
|
|
—
|
|
|
(125
|
)
|
|||||||||
Change in post-termination benefit obligation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(30
|
)
|
|
—
|
|
|
—
|
|
|
(30
|
)
|
|||||||||
Secured non-recourse affiliate note
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,810
|
)
|
|
—
|
|
|
—
|
|
|
2,309
|
|
|
499
|
|
|||||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
61,598
|
|
|
—
|
|
|
61,598
|
|
|||||||||
Balance – December 31, 2019
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
23,512
|
|
|
$
|
63
|
|
|
27,003,157
|
|
|
$
|
6
|
|
|
$
|
418,299
|
|
|
$
|
(162
|
)
|
|
$
|
76,679
|
|
|
$
|
(6,119
|
)
|
|
$
|
488,766
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Balance – January 1, 2018
|
|
14,460,517
|
|
|
$
|
16
|
|
|
$
|
267,974
|
|
|
24,959
|
|
|
$
|
130
|
|
|
2,328,278
|
|
|
$
|
3
|
|
|
$
|
24,700
|
|
|
$
|
(142
|
)
|
|
$
|
(70,732
|
)
|
|
$
|
(5,222
|
)
|
|
$
|
216,727
|
|
Issuance of common stock upon exercise of stock options
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
192,979
|
|
|
—
|
|
|
1,030
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,030
|
|
|||||||||
Repurchase of common stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(30,287
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(896
|
)
|
|
(896
|
)
|
|||||||||
Secured non-recourse affiliate note
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,822
|
|
|
—
|
|
|
—
|
|
|
(2,310
|
)
|
|
(488
|
)
|
|||||||||
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,772
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,772
|
|
|||||||||
Issuance of common stock upon conversion of convertible preferred stock
|
|
(416,540
|
)
|
|
—
|
|
|
(10,087
|
)
|
|
—
|
|
|
—
|
|
|
444,279
|
|
|
—
|
|
|
10,087
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Change in post-termination benefit obligation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|||||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
123,394
|
|
|
—
|
|
|
123,394
|
|
|||||||||
Balance – December 31, 2018
|
|
14,043,977
|
|
|
$
|
16
|
|
|
$
|
257,887
|
|
|
24,959
|
|
|
$
|
130
|
|
|
2,935,249
|
|
|
$
|
3
|
|
|
$
|
44,411
|
|
|
$
|
(132
|
)
|
|
$
|
52,662
|
|
|
$
|
(8,428
|
)
|
|
$
|
346,549
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Balance – January 1, 2017
|
|
14,373,976
|
|
|
$
|
16
|
|
|
$
|
265,073
|
|
|
111,500
|
|
|
$
|
1,031
|
|
|
2,420,094
|
|
|
$
|
3
|
|
|
$
|
19,299
|
|
|
$
|
(23
|
)
|
|
$
|
(61,587
|
)
|
|
$
|
(248
|
)
|
|
$
|
223,564
|
|
Issuance of common stock upon exercise of stock options
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
162,837
|
|
|
—
|
|
|
705
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
705
|
|
|||||||||
Repurchase of common stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(164,850
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,898
|
)
|
|
(3,898
|
)
|
|||||||||
Payment of employee tax obligation paid with equivalent shares
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(37,795
|
)
|
|
—
|
|
|
(769
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(769
|
)
|
|||||||||
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,705
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,705
|
|
|||||||||
Repurchase of stock options
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,447
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,447
|
)
|
|||||||||
Issuance of convertible preferred and common stock on exercise of warrants
|
|
86,541
|
|
|
—
|
|
|
2,901
|
|
|
(86,541
|
)
|
|
(901
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,000
|
|
|||||||||
Cumulative adjustment due to new accounting standards update (ASU 2016-09)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,061
|
|
|
—
|
|
|
1,061
|
|
|||||||||
Change in post-termination benefit obligation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(119
|
)
|
|
—
|
|
|
—
|
|
|
(119
|
)
|
|||||||||
Settlement of secured non-recourse affiliate note
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(52,008
|
)
|
|
—
|
|
|
1,207
|
|
|
—
|
|
|
—
|
|
|
(1,076
|
)
|
|
131
|
|
|||||||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,206
|
)
|
|
—
|
|
|
(10,206
|
)
|
|||||||||
Balance – December 31, 2017
|
|
14,460,517
|
|
|
$
|
16
|
|
|
$
|
267,974
|
|
|
24,959
|
|
|
$
|
130
|
|
|
2,328,278
|
|
|
$
|
3
|
|
|
$
|
24,700
|
|
|
$
|
(142
|
)
|
|
$
|
(70,732
|
)
|
|
$
|
(5,222
|
)
|
|
$
|
216,727
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Cash flows from operating activities
|
|
|
|
|
|
|
||||||
Net income (loss)
|
|
$
|
61,598
|
|
|
$
|
123,394
|
|
|
$
|
(10,206
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
14,101
|
|
|
11,823
|
|
|
10,589
|
|
|||
Net decrease (increase) in fair value
|
|
97,237
|
|
|
(22,899
|
)
|
|
—
|
|
|||
Origination fees for loans receivable at fair value, net
|
|
(3,777
|
)
|
|
(17,506
|
)
|
|
—
|
|
|||
Gain on loan sales
|
|
(36,537
|
)
|
|
(33,468
|
)
|
|
(22,254
|
)
|
|||
Stock-based compensation expense
|
|
19,183
|
|
|
6,772
|
|
|
5,705
|
|
|||
Provision (release) for loan losses
|
|
(4,483
|
)
|
|
16,147
|
|
|
98,315
|
|
|||
Deferred tax provision
|
|
10,419
|
|
|
42,023
|
|
|
8,291
|
|
|||
Other, net
|
|
9,728
|
|
|
6,101
|
|
|
9,559
|
|
|||
Originations of loans sold and held for sale
|
|
(355,617
|
)
|
|
(292,386
|
)
|
|
(220,529
|
)
|
|||
Proceeds from sale of loans
|
|
391,438
|
|
|
328,253
|
|
|
241,277
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
||||||
Interest and fee receivable, net
|
|
(7,128
|
)
|
|
(6,889
|
)
|
|
(3,453
|
)
|
|||
Other assets
|
|
(47,628
|
)
|
|
(28,205
|
)
|
|
(6,036
|
)
|
|||
Amount due to whole loan buyer
|
|
5,413
|
|
|
5,898
|
|
|
8,560
|
|
|||
Other liabilities
|
|
64,427
|
|
|
(684
|
)
|
|
19,300
|
|
|||
Net cash provided by operating activities
|
|
218,374
|
|
|
138,374
|
|
|
139,118
|
|
|||
Cash flows from investing activities
|
|
|
|
|
|
|
||||||
Originations of loans
|
|
(1,487,103
|
)
|
|
(1,322,102
|
)
|
|
(1,062,692
|
)
|
|||
Repayments of loan principal
|
|
1,015,646
|
|
|
868,619
|
|
|
731,325
|
|
|||
Purchase of fixed assets
|
|
(8,875
|
)
|
|
(14,559
|
)
|
|
(8,548
|
)
|
|||
Capitalization of system development costs
|
|
(17,348
|
)
|
|
(3,385
|
)
|
|
(3,473
|
)
|
|||
Net cash used in investing activities
|
|
(497,680
|
)
|
|
(471,427
|
)
|
|
(343,388
|
)
|
|||
Cash flows from financing activities
|
|
|
|
|
|
|
||||||
Borrowings under secured financing
|
|
144,000
|
|
|
481,000
|
|
|
441,240
|
|
|||
Proceeds from initial public offering, net of offering costs
|
|
60,479
|
|
|
—
|
|
|
—
|
|
|||
Borrowings under asset-backed notes
|
|
249,951
|
|
|
863,165
|
|
|
360,001
|
|
|||
Payments of secured financing
|
|
(169,000
|
)
|
|
(549,780
|
)
|
|
(323,460
|
)
|
|||
Repayment of asset-backed notes
|
|
—
|
|
|
(424,837
|
)
|
|
(237,544
|
)
|
|||
Repayments of capital lease obligations
|
|
(270
|
)
|
|
(259
|
)
|
|
(397
|
)
|
|||
Payments of deferred financing costs
|
|
—
|
|
|
(862
|
)
|
|
(5,874
|
)
|
|||
Net payments related to stock-based activities
|
|
1,112
|
|
|
(354
|
)
|
|
(3,278
|
)
|
|||
Net cash provided by financing activities
|
|
286,272
|
|
|
368,073
|
|
|
230,688
|
|
|||
Net increase in cash and cash equivalents and restricted cash
|
|
6,966
|
|
|
35,020
|
|
|
26,418
|
|
|||
Cash and cash equivalents and restricted cash, beginning of period
|
|
129,175
|
|
|
94,155
|
|
|
67,737
|
|
|||
Cash and cash equivalents and restricted cash, end of period
|
|
$
|
136,141
|
|
|
$
|
129,175
|
|
|
$
|
94,155
|
|
|
|
|
|
|
|
|
||||||
Supplemental disclosure of cash flow information
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
|
$
|
72,179
|
|
|
$
|
70,475
|
|
|
$
|
48,349
|
|
Restricted cash
|
|
63,962
|
|
|
58,700
|
|
|
45,806
|
|
|||
Total cash and cash equivalents and restricted cash
|
|
$
|
136,141
|
|
|
$
|
129,175
|
|
|
$
|
94,155
|
|
|
|
|
|
|
|
|
||||||
Cash paid for income taxes, net of refunds
|
|
$
|
2,933
|
|
|
$
|
20,440
|
|
|
$
|
4,402
|
|
Cash paid for interest
|
|
$
|
58,038
|
|
|
$
|
42,428
|
|
|
$
|
31,064
|
|
Cash paid for amounts included in the measurement of operating lease liabilities
|
|
$
|
12,759
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Supplemental disclosures of non-cash investing and financing activities
|
|
|
|
|
|
|
||||||
Right of use assets obtained in exchange for operating lease obligations
|
|
$
|
59,564
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Additional common stock issued to Series G shareholders upon initial public offering
|
|
$
|
37,456
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Secured non-recourse affiliate note settled with common stock
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,076
|
|
Non-cash investment in capitalized assets
|
|
$
|
687
|
|
|
$
|
544
|
|
|
$
|
543
|
|
1.
|
Organization and Description of Business
|
2.
|
Summary of Significant Accounting Policies
|
•
|
The Company has the power to direct the activities of the VIE that most significantly impact the entity’s economic performance;
|
•
|
The aggregate indirect and direct variable interests held by us have the obligation to absorb losses or the right to receive benefits from the entity that could be significant to the VIE; an
|
•
|
Qualitative and quantitative factors regarding the nature, size, and form of the Company’s involvement with the VIE.
|
•
|
Level 1 financial instruments are valued based on unadjusted quoted prices in active markets for identical assets or liabilities, accessible by the Company at the measurement date.
|
•
|
Level 2 financial instruments are valued using quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or models using inputs that are observable or can be corroborated by observable market data of substantially the full term of the assets or liabilities.
|
•
|
Level 3 financial instruments are valued using pricing inputs that are unobservable and reflect the Company’s own assumptions that market participants would use in pricing the asset or liability.
|
•
|
Reduction of interest rate;
|
•
|
Extension of term, typically longer than the remaining term of the original loan; or
|
•
|
Forgiveness of a portion or all of the unpaid interest and late fees.
|
•
|
The financial assets are isolated from the transferor and its consolidated affiliates as well as its creditors.
|
•
|
The transferee or beneficial interest holders have the right to pledge or exchange the transferred financial assets.
|
•
|
The transferor does not maintain effective control of the transferred assets.
|
3.
|
Earnings (Loss) per Share
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands, except share and per share data)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net income (loss)
|
|
$
|
61,598
|
|
|
$
|
123,394
|
|
|
$
|
(10,206
|
)
|
Less: Additional common stock issued to Series G shareholders
|
|
(37,456
|
)
|
|
—
|
|
|
—
|
|
|||
Less: Net income allocated to participating securities (1)
|
|
(19,880
|
)
|
|
(106,797
|
)
|
|
—
|
|
|||
Net income (loss) attributable to common stockholders
|
|
$
|
4,262
|
|
|
$
|
16,597
|
|
|
$
|
(10,206
|
)
|
|
|
|
|
|
|
|
||||||
Basic weighted-average common shares outstanding
|
|
9,347,103
|
|
|
2,585,405
|
|
|
2,419,810
|
|
|||
Weighted average effect of dilutive securities:
|
|
|
|
|
|
|
||||||
Stock options
|
|
1,300,758
|
|
|
1,114,816
|
|
|
—
|
|
|||
Restricted stock units (2)
|
|
101,671
|
|
|
—
|
|
|
—
|
|
|||
Warrants
|
|
12,320
|
|
|
14,882
|
|
|
—
|
|
|||
Diluted weighted-average common shares outstanding
|
|
10,761,852
|
|
|
3,715,103
|
|
|
2,419,810
|
|
|||
|
|
|
|
|
|
|
||||||
Earnings (loss) per share:
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
0.46
|
|
|
$
|
6.42
|
|
|
$
|
(4.22
|
)
|
Diluted
|
|
$
|
0.40
|
|
|
$
|
4.47
|
|
|
$
|
(4.22
|
)
|
|
|
Year Ended December 31,
|
|||||||
(in thousands, except share and per share data)
|
|
2019
|
|
2018
|
|
2017
|
|||
Stock options
|
|
2,231,060
|
|
|
—
|
|
|
1,138,870
|
|
Warrants
|
|
—
|
|
|
—
|
|
|
16,920
|
|
Convertible preferred stock
|
|
12,630,249
|
|
|
17,497,594
|
|
|
17,569,360
|
|
Total anti-dilutive common share equivalents
|
|
14,861,309
|
|
|
17,497,594
|
|
|
18,725,150
|
|
4.
|
Variable Interest Entities
|
|
|
December 31,
|
||||||
(in thousands)
|
|
2019
|
|
2018
|
||||
Consolidated VIE assets
|
|
|
|
|
||||
Restricted cash
|
|
$
|
28,821
|
|
|
$
|
29,184
|
|
Loans receivable at fair value
|
|
1,745,465
|
|
|
1,174,684
|
|
||
Loans receivable at amortized cost
|
|
41,747
|
|
|
319,129
|
|
||
Interest and fee receivable
|
|
15,874
|
|
|
13,036
|
|
||
Total VIE assets
|
|
1,831,907
|
|
|
1,536,033
|
|
||
Consolidated VIE liabilities
|
|
|
|
|
||||
Secured financing (1)
|
|
62,000
|
|
|
87,000
|
|
||
Asset-backed notes at fair value
|
|
1,129,202
|
|
|
867,278
|
|
||
Asset-backed notes at amortized cost (1)
|
|
360,001
|
|
|
360,001
|
|
||
Total VIE liabilities
|
|
$
|
1,551,203
|
|
|
$
|
1,314,279
|
|
5.
|
Loans Receivable at Amortized Cost, Net
|
|
|
December 31,
|
||||||
(in thousands)
|
|
2019
|
|
2018
|
||||
Loans receivable at amortized cost
|
|
$
|
42,546
|
|
|
$
|
323,814
|
|
Deferred origination costs and fees, net
|
|
(103
|
)
|
|
(1,707
|
)
|
||
Allowance for loan losses
|
|
(3,972
|
)
|
|
(26,326
|
)
|
||
Loans receivable at amortized cost, net
|
|
$
|
38,471
|
|
|
$
|
295,781
|
|
•
|
Delinquency Status ‑ The delinquency status of the Company’s loan receivables reflects, among other factors, changes in the mix of loans in the portfolio, the quality of receivables, the success of collection efforts and general economic conditions.
|
•
|
Geographic Region - In July 2018, the Company stopped calculating estimated loss rates on a geographic region basis and began using the discounted cash flow model to project net charge-offs for the next 12 months for all vintages to calculate the estimated loss rate on a total portfolio basis. Until June 30, 2018, the Company calculated estimated loss rates for two geographic regions. Northern and Central California were considered as one region. Southern California, Texas and all other states, collectively, were considered as another region, and have higher estimated loss rates compared to the Northern and Central California region. The estimated loss rate for the geographic region covering Southern California, Texas and all other states for loans originated prior to January 1, 2018 and outstanding as of June 30, 2018 was approximately 105 basis points higher than the geographic region covering Northern and Central California. See Note 2, Summary of Significant Accounting Policies, for a discussion of concentrations of credit risk related to geographic regions.
|
|
|
December 31,
|
||||||
Credit Quality Indicator (in thousands)
|
|
2019
|
|
2018
|
||||
Geographic Region
|
|
|
|
|
||||
Northern and Central California
|
|
$
|
12,167
|
|
|
$
|
91,307
|
|
Southern California, Texas and all other states
|
|
30,379
|
|
|
232,507
|
|
||
|
|
$
|
42,546
|
|
|
$
|
323,814
|
|
Delinquency Status
|
|
|
|
|
||||
30-59 days past due
|
|
$
|
2,304
|
|
|
$
|
10,891
|
|
60-89 days past due
|
|
1,615
|
|
|
7,089
|
|
||
90-119 days past due
|
|
1,459
|
|
|
5,872
|
|
||
|
|
$
|
5,378
|
|
|
$
|
23,852
|
|
|
|
December 31,
|
||||||
(in thousands)
|
|
2019
|
|
2018
|
||||
TDRs current to 29 days delinquent
|
|
$
|
6,367
|
|
|
$
|
14,035
|
|
TDRs 30 or more days delinquent
|
|
2,462
|
|
|
5,246
|
|
||
Total
|
|
$
|
8,829
|
|
|
$
|
19,281
|
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Recorded investment in TDRs that subsequently defaulted and were charged off
|
|
$
|
10,225
|
|
|
$
|
15,649
|
|
|
$
|
13,768
|
|
Unpaid interest and fees charged off
|
|
1,286
|
|
|
1,983
|
|
|
1,684
|
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Contractual interest and fees forgiven
|
|
$
|
—
|
|
|
$
|
157
|
|
|
$
|
255
|
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Balance - beginning of period
|
|
$
|
26,326
|
|
|
$
|
81,577
|
|
|
$
|
59,943
|
|
Provision (release) for loan losses
|
|
(4,483
|
)
|
|
16,147
|
|
|
98,315
|
|
|||
Loans charged off
|
|
(30,702
|
)
|
|
(82,605
|
)
|
|
(83,940
|
)
|
|||
Recoveries
|
|
12,831
|
|
|
11,207
|
|
|
7,259
|
|
|||
Balance - end of period
|
|
$
|
3,972
|
|
|
$
|
26,326
|
|
|
$
|
81,577
|
|
6.
|
Loans Held for Sale
|
7.
|
Other Assets
|
|
|
December 31,
|
||||||
(in thousands)
|
|
2019
|
|
2018
|
||||
Fixed assets
|
|
|
|
|
||||
Computer and office equipment
|
|
$
|
10,432
|
|
|
$
|
8,459
|
|
Furniture and fixtures
|
|
10,768
|
|
|
9,542
|
|
||
Purchased software
|
|
4,527
|
|
|
3,955
|
|
||
Vehicles
|
|
171
|
|
|
842
|
|
||
Leasehold improvements
|
|
27,701
|
|
|
23,006
|
|
||
Total cost
|
|
53,599
|
|
|
45,804
|
|
||
Less: Accumulated depreciation
|
|
(30,765
|
)
|
|
(22,609
|
)
|
||
Total fixed assets, net
|
|
$
|
22,834
|
|
|
$
|
23,195
|
|
|
|
|
|
|
||||
System development costs:
|
|
|
|
|
||||
System development costs
|
|
$
|
36,795
|
|
|
$
|
19,022
|
|
Less: Accumulated amortization
|
|
(18,456
|
)
|
|
(13,530
|
)
|
||
Total system development costs, net
|
|
$
|
18,339
|
|
|
$
|
5,492
|
|
|
|
|
|
|
||||
Tax receivable
|
|
$
|
13,107
|
|
|
$
|
24,597
|
|
Servicer fee and whole loan receivables
|
|
6,621
|
|
|
5,769
|
|
||
Prepaid expenses
|
|
12,217
|
|
|
9,237
|
|
||
Deferred IPO costs
|
|
—
|
|
|
3,211
|
|
||
Other
|
|
2,090
|
|
|
1,797
|
|
||
Total other assets
|
|
$
|
75,208
|
|
|
$
|
73,298
|
|
8.
|
Borrowings
|
|
|
December 31, 2019
|
||||||||||
Variable Interest Entity
|
|
Current Balance
|
|
Commitment Amount
|
|
Maturity Date
|
|
Interest Rate
|
||||
(in thousands)
|
|
|
|
|
|
|
|
|
||||
Oportun Funding V, LLC
|
|
$
|
60,910
|
|
|
$
|
400,000
|
|
|
10/1/2021
|
|
LIBOR (minimum of 0.00%) + 2.45%
|
|
|
December 31, 2018
|
||||||||||
Variable Interest Entity
|
|
Current Balance
|
|
Commitment Amount
|
|
Maturity Date
|
|
Interest Rate
|
||||
(in thousands)
|
|
|
|
|
|
|
|
|
||||
Oportun Funding V, LLC
|
|
$
|
85,289
|
|
|
$
|
400,000
|
|
|
10/1/2021
|
|
LIBOR (minimum of 0.00%) + 2.45%
|
|
|
December 31, 2019
|
|||||||||||||||||||
Variable Interest Entity
|
|
Initial note amount issued (a)
|
|
Initial collateral balance (b)
|
|
Current balance (a)
|
|
Current collateral balance (b)
|
|
Weighted average interest rate(c)
|
|
Original revolving period
|
|||||||||
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Asset-backed notes recorded at fair value:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Oportun Funding XIII, LLC (Series 2019-A)
|
|
$
|
279,412
|
|
|
$
|
294,118
|
|
|
$
|
251,090
|
|
|
$
|
299,813
|
|
|
3.22
|
%
|
|
3 years
|
Oportun Funding XII, LLC (Series 2018-D)
|
|
175,002
|
|
|
184,213
|
|
|
178,980
|
|
|
187,447
|
|
|
4.50
|
%
|
|
3 years
|
||||
Oportun Funding X, LLC (Series 2018-C)
|
|
275,000
|
|
|
289,474
|
|
|
280,852
|
|
|
294,380
|
|
|
4.39
|
%
|
|
3 years
|
||||
Oportun Funding IX, LLC (Series 2018-B)
|
|
225,001
|
|
|
236,854
|
|
|
216,306
|
|
|
241,000
|
|
|
4.09
|
%
|
|
3 years
|
||||
Oportun Funding VIII, LLC (Series 2018-A)
|
|
200,004
|
|
|
222,229
|
|
|
201,974
|
|
|
225,945
|
|
|
3.83
|
%
|
|
3 years
|
||||
Total asset-backed notes recorded at fair value
|
|
$
|
1,154,419
|
|
|
$
|
1,226,888
|
|
|
$
|
1,129,202
|
|
|
$
|
1,248,585
|
|
|
|
|
|
|
Asset-backed notes recorded at amortized cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Oportun Funding VII, LLC (Series 2017-B)
|
|
$
|
200,000
|
|
|
$
|
222,231
|
|
|
$
|
199,413
|
|
|
$
|
225,925
|
|
|
3.51
|
%
|
|
3 years
|
Oportun Funding VI, LLC (Series 2017-A)
|
|
160,001
|
|
|
188,241
|
|
|
159,698
|
|
|
191,223
|
|
|
3.36
|
%
|
|
3 years
|
||||
Total asset-backed notes recorded at amortized cost
|
|
$
|
360,001
|
|
|
$
|
410,472
|
|
|
$
|
359,111
|
|
|
$
|
417,148
|
|
|
|
|
|
|
|
December 31, 2018
|
|||||||||||||||||||
Variable Interest Entity
|
|
Initial note amount issued (a)
|
|
Initial collateral balance (b)
|
|
Current balance (a)
|
|
Current collateral balance (b)
|
|
Weighted average interest rate(c)
|
|
Original revolving period
|
|||||||||
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Asset-backed notes recorded at fair value:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Oportun Funding XII, LLC (Series 2018-D)
|
|
$
|
175,002
|
|
|
$
|
184,213
|
|
|
$
|
177,086
|
|
|
$
|
188,710
|
|
|
4.50
|
%
|
|
3 years
|
Oportun Funding X, LLC (Series 2018-C)
|
|
275,000
|
|
|
289,474
|
|
|
277,662
|
|
|
297,443
|
|
|
4.39
|
%
|
|
3 years
|
||||
Oportun Funding IX, LLC (Series 2018-B)
|
|
225,001
|
|
|
236,854
|
|
|
213,751
|
|
|
241,353
|
|
|
4.09
|
%
|
|
3 years
|
||||
Oportun Funding VIII, LLC (Series 2018-A)
|
|
200,004
|
|
|
222,229
|
|
|
198,779
|
|
|
226,465
|
|
|
3.83
|
%
|
|
3 years
|
||||
Total asset-backed notes recorded at fair value:
|
|
$
|
875,007
|
|
|
$
|
932,770
|
|
|
$
|
867,278
|
|
|
$
|
953,971
|
|
|
|
|
|
|
Asset-backed notes recorded at amortized cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Oportun Funding VII, LLC (Series 2017-B)
|
|
$
|
200,000
|
|
|
$
|
222,231
|
|
|
$
|
198,677
|
|
|
$
|
226,465
|
|
|
3.51
|
%
|
|
3 years
|
Oportun Funding VI, LLC (Series 2017-A)
|
|
160,001
|
|
|
188,241
|
|
|
159,022
|
|
|
191,447
|
|
|
3.36
|
%
|
|
3 years
|
||||
Total asset-backed notes recorded at amortized cost
|
|
$
|
360,001
|
|
|
$
|
410,472
|
|
|
$
|
357,699
|
|
|
$
|
417,912
|
|
|
|
|
|
9.
|
Other Liabilities
|
|
|
December 31,
|
||||||
(in thousands)
|
|
2019
|
|
2018
|
||||
Accounts payable
|
|
$
|
5,919
|
|
|
$
|
7,277
|
|
Accrued compensation
|
|
22,226
|
|
|
15,303
|
|
||
Accrued expenses
|
|
15,110
|
|
|
10,335
|
|
||
Deferred rent
|
|
—
|
|
|
2,208
|
|
||
Taxes payable
|
|
4,233
|
|
|
1,610
|
|
||
Accrued interest
|
|
3,842
|
|
|
3,368
|
|
||
Other
|
|
976
|
|
|
1,157
|
|
||
Total other liabilities
|
|
$
|
52,306
|
|
|
$
|
41,258
|
|
10.
|
Stockholders' Equity
|
|
|
December 31, 2018
|
||||||||||||
Series (in thousands, except share data)
|
|
Shares
Authorized
|
|
Shares Issued and Outstanding
|
|
Liquidation Amount
|
|
Proceeds - Net of Issuance Costs
|
||||||
A‐1
|
|
23,636
|
|
|
22,945
|
|
|
$
|
57
|
|
|
$
|
45
|
|
B‐1
|
|
418,181
|
|
|
397,197
|
|
|
2,760
|
|
|
3,878
|
|
||
C‐1
|
|
609,090
|
|
|
577,315
|
|
|
13,505
|
|
|
19,184
|
|
||
D‐1
|
|
863,636
|
|
|
837,399
|
|
|
19,588
|
|
|
27,950
|
|
||
E‐1
|
|
454,545
|
|
|
435,374
|
|
|
14,090
|
|
|
20,037
|
|
||
F
|
|
1,000,000
|
|
|
939,500
|
|
|
43,425
|
|
|
22,794
|
|
||
F‐1
|
|
4,545,454
|
|
|
4,310,729
|
|
|
36,426
|
|
|
36,756
|
|
||
G
|
|
5,727,272
|
|
|
3,889,093
|
|
|
48,981
|
|
|
48,785
|
|
||
H
|
|
2,909,090
|
|
|
2,634,425
|
|
|
82,511
|
|
|
78,474
|
|
||
|
|
16,550,904
|
|
|
14,043,977
|
|
|
$
|
261,343
|
|
|
$
|
257,903
|
|
11.
|
Equity Compensation and Other Benefits
|
|
|
Year Ended December 31,
|
||||
|
|
2019
|
|
2018
|
|
2017
|
Expected volatility (employee)
|
|
50.8 % - 51.2 %
|
|
42.6 % - 43.2 %
|
|
43.1 % - 44.2 %
|
Risk-free interest rate (employee)
|
|
1.8 - 2.6
|
|
2.6 - 2.9
|
|
1.9 - 2.3
|
Expected term (employee, in years)
|
|
5.9 - 6.1
|
|
5.7 - 6.1
|
|
5.7 - 6.1
|
Expected dividend
|
|
—%
|
|
—%
|
|
—%
|
•
|
Expected Volatility ‑ Since the Company does not have enough trading history to use the volatility of its own common stock, the option’s expected volatility is estimated based on historical volatility of a peer group’s common stock.
|
•
|
Risk-Free Interest Rate‑ The risk-free interest rate is based on the U.S. Treasury zero-coupon issues in effect at the time of grant for periods corresponding with the expected term of the option.
|
•
|
Expected Term ‑ The option’s expected term represents the period that the Company’s stock-based awards are expected to be outstanding.
|
•
|
Expected Dividend - The Company has no plans to pay dividends.
|
(in thousands, except share and per share data)
|
|
Options Outstanding
|
|
Options Weighted-Average Exercise Price
|
|
Weighted Average Remaining Life
(in years)
|
|
Aggregate Intrinsic Value
|
||||
Balance – January 1, 2019
|
|
4,593,202
|
|
|
16.31
|
|
|
6.67
|
|
$
|
38,723
|
|
Options granted
|
|
682,679
|
|
|
19.08
|
|
|
|
|
|
|
|
Options exercised
|
|
(105,909
|
)
|
|
7.44
|
|
|
|
|
|
|
|
Options canceled
|
|
(1,219,282
|
)
|
|
26.04
|
|
|
|
|
|
|
|
Balance – December 31, 2019
|
|
3,950,690
|
|
|
14.03
|
|
|
5.87
|
|
$
|
40,264
|
|
|
|
|
|
|
|
|
|
|
||||
Options vested and expected to vest - December 31, 2019
|
|
3,950,690
|
|
|
14.03
|
|
|
5.87
|
|
$
|
40,264
|
|
Options vested and exercisable - December 31, 2019
|
|
2,795,568
|
|
|
11.20
|
|
|
4.68
|
|
$
|
36,298
|
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands, except per share data)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Weighted average fair value per share of options granted
|
|
$
|
9.54
|
|
|
$
|
11.92
|
|
|
$
|
10.08
|
|
Cash received from options exercised, net
|
|
791
|
|
|
1,030
|
|
|
705
|
|
|||
Aggregate intrinsic value of options exercised
|
|
1,028
|
|
|
4,114
|
|
|
3,061
|
|
|||
Fair value of shares vested
|
|
6,735
|
|
|
6,063
|
|
|
5,350
|
|
|
|
As of December 31, 2019
|
||||||||||
|
|
Options Outstanding
|
|
Options Vested and Exercisable
|
||||||||
Range of Weighted-Average Exercise Prices
|
|
Number Outstanding
|
|
Weighted Average Remaining Contractual Life
(in years) |
|
Weighted Average Exercise Price
|
|
Number Exercisable
|
|
Weighted Average Exercise Price
|
||
0.01 - 5.00
|
|
1,295,156
|
|
|
2.78
|
|
1.92
|
|
1,295,156
|
|
|
1.92
|
5.01 - 10.00
|
|
75,011
|
|
|
4.38
|
|
8.21
|
|
75,011
|
|
|
8.21
|
10.01 - 15.00
|
|
305,266
|
|
|
4.73
|
|
10.38
|
|
305,266
|
|
|
10.38
|
15.01 - 20.00
|
|
1,164,459
|
|
|
7.91
|
|
19.00
|
|
548,712
|
|
|
19.64
|
20.01 - 25.00
|
|
632,767
|
|
|
8.23
|
|
22.30
|
|
248,896
|
|
|
22.43
|
25.01 - 30.00
|
|
468,445
|
|
|
7.14
|
|
26.88
|
|
312,941
|
|
|
26.71
|
30.01 - 35.00
|
|
9,586
|
|
|
5.47
|
|
32.64
|
|
9,586
|
|
|
32.64
|
|
|
3,950,690
|
|
|
|
|
|
|
2,795,568
|
|
|
|
|
|
RSU Outstanding
|
|
Weighted Average Grant-Date Fair Value
|
||
Balance – January 1, 2019
|
|
503,491
|
|
|
26.24
|
|
Granted (1)
|
|
1,198,179
|
|
|
17.50
|
|
Vested
|
|
14,534
|
|
|
23.65
|
|
Forfeited (1)
|
|
40,813
|
|
|
17.47
|
|
Balance – December 31, 2019 (1)
|
|
1,646,323
|
|
|
20.12
|
|
Expected to vest after December 31, 2019 (1)
|
|
1,646,323
|
|
|
20.12
|
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands of dollars)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Technology and facilities
|
|
$
|
2,699
|
|
|
$
|
1,262
|
|
|
$
|
1,088
|
|
Sales and marketing
|
|
123
|
|
|
113
|
|
|
116
|
|
|||
Personnel
|
|
16,361
|
|
|
5,397
|
|
|
4,501
|
|
|||
Total stock-based compensation
|
|
$
|
19,183
|
|
|
$
|
6,772
|
|
|
$
|
5,705
|
|
12.
|
Revenue
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Interest income
|
|
|
|
|
|
|
||||||
Interest on loans
|
|
$
|
535,325
|
|
|
$
|
439,939
|
|
|
$
|
320,516
|
|
Fees on loans
|
|
8,801
|
|
|
8,838
|
|
|
7,419
|
|
|||
Total interest income
|
|
$
|
544,126
|
|
|
$
|
448,777
|
|
|
$
|
327,935
|
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Non-interest income
|
|
|
|
|
|
|
||||||
Gain on loan sales
|
|
$
|
36,537
|
|
|
$
|
33,466
|
|
|
$
|
22,254
|
|
Servicing fees
|
|
15,429
|
|
|
11,813
|
|
|
8,260
|
|
|||
Debit card income
|
|
1,151
|
|
|
1,950
|
|
|
2,505
|
|
|||
Sublease income
|
|
1,622
|
|
|
1,573
|
|
|
—
|
|
|||
Other income
|
|
1,283
|
|
|
—
|
|
|
—
|
|
|||
Total non-interest income
|
|
$
|
56,022
|
|
|
$
|
48,802
|
|
|
$
|
33,019
|
|
13.
|
Income Taxes
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Domestic
|
|
$
|
82,612
|
|
|
$
|
168,907
|
|
|
$
|
2,162
|
|
Foreign
|
|
1,820
|
|
|
1,188
|
|
|
(93
|
)
|
|||
Income before taxes
|
|
$
|
84,432
|
|
|
$
|
170,095
|
|
|
$
|
2,069
|
|
(in thousands)
|
|
Federal
|
|
State
|
|
Foreign
|
|
Total
|
||||||||
December 31, 2019
|
|
|
|
|
|
|
|
|
||||||||
Current
|
|
$
|
7,946
|
|
|
$
|
2,835
|
|
|
$
|
1,308
|
|
|
$
|
12,089
|
|
Deferred
|
|
7,830
|
|
|
3,439
|
|
|
(524
|
)
|
|
10,745
|
|
||||
Total provision for income taxes
|
|
$
|
15,776
|
|
|
$
|
6,274
|
|
|
$
|
784
|
|
|
$
|
22,834
|
|
|
|
|
|
|
|
|
|
|
||||||||
December 31, 2018
|
|
|
|
|
|
|
|
|
||||||||
Current
|
|
$
|
3,548
|
|
|
$
|
420
|
|
|
$
|
709
|
|
|
$
|
4,677
|
|
Deferred
|
|
28,403
|
|
|
13,934
|
|
|
(313
|
)
|
|
42,024
|
|
||||
Total provision for income taxes
|
|
$
|
31,951
|
|
|
$
|
14,354
|
|
|
$
|
396
|
|
|
$
|
46,701
|
|
|
|
|
|
|
|
|
|
|
||||||||
December 31, 2017
|
|
|
|
|
|
|
|
|
||||||||
Current
|
|
$
|
3,127
|
|
|
$
|
724
|
|
|
$
|
1,195
|
|
|
$
|
5,046
|
|
Deferred
|
|
8,270
|
|
|
(874
|
)
|
|
(167
|
)
|
|
7,229
|
|
||||
Total provision (benefit) for income taxes
|
|
$
|
11,397
|
|
|
$
|
(150
|
)
|
|
$
|
1,028
|
|
|
$
|
12,275
|
|
|
|
December 31,
|
||||||
(in thousands)
|
|
2019
|
|
2018
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Accrued expenses and reserves
|
|
$
|
2,281
|
|
|
$
|
1,891
|
|
Allowance for loan losses
|
|
1,110
|
|
|
7,297
|
|
||
Leases
|
|
14,449
|
|
|
—
|
|
||
Share-based compensation
|
|
7,057
|
|
|
3,034
|
|
||
Mexico fixed assets
|
|
937
|
|
|
738
|
|
||
Depreciation and amortization
|
|
480
|
|
|
—
|
|
||
Other
|
|
672
|
|
|
417
|
|
||
Total deferred tax assets
|
|
$
|
26,986
|
|
|
$
|
13,377
|
|
Valuation allowance
|
|
$
|
—
|
|
|
$
|
—
|
|
Deferred tax liabilities:
|
|
|
|
|
||||
System development costs
|
|
$
|
(4,966
|
)
|
|
$
|
(1,515
|
)
|
Right of use assets
|
|
(13,676
|
)
|
|
—
|
|
||
Depreciation and amortization
|
|
—
|
|
|
(227
|
)
|
||
Prepaid expenses
|
|
(912
|
)
|
|
(174
|
)
|
||
Fair value adjustment
|
|
(30,737
|
)
|
|
(24,347
|
)
|
||
Total deferred tax liabilities
|
|
(50,291
|
)
|
|
(26,263
|
)
|
||
Net deferred taxes
|
|
$
|
(23,305
|
)
|
|
$
|
(12,886
|
)
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Balance as of January 1,
|
|
$
|
1,431
|
|
|
$
|
1,067
|
|
|
$
|
664
|
|
Increases related to current year tax positions
|
|
535
|
|
|
357
|
|
|
330
|
|
|||
Decreases related to current year tax positions
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Increases related to prior year tax positions
|
|
19
|
|
|
7
|
|
|
73
|
|
|||
Decreases related to prior year tax positions
|
|
(52
|
)
|
|
—
|
|
|
—
|
|
|||
Balance as of December 31,
|
|
$
|
1,933
|
|
|
$
|
1,431
|
|
|
$
|
1,067
|
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Income tax expense computed at U.S. federal statutory rate
|
|
$
|
17,731
|
|
|
$
|
35,720
|
|
|
$
|
724
|
|
State Tax
|
|
4,788
|
|
|
11,229
|
|
|
(34
|
)
|
|||
Foreign Rate differential
|
|
164
|
|
|
106
|
|
|
279
|
|
|||
Foreign taxes amended filings
|
|
—
|
|
|
—
|
|
|
782
|
|
|||
Federal tax credits
|
|
(2,042
|
)
|
|
(595
|
)
|
|
(875
|
)
|
|||
Share based compensation expense
|
|
752
|
|
|
148
|
|
|
(263
|
)
|
|||
Uncertain tax positions
|
|
611
|
|
|
—
|
|
|
—
|
|
|||
Other
|
|
830
|
|
|
93
|
|
|
298
|
|
|||
Tax reform impact
|
|
—
|
|
|
—
|
|
|
11,364
|
|
|||
Change in valuation allowance
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Income tax expense
|
|
$
|
22,834
|
|
|
$
|
46,701
|
|
|
$
|
12,275
|
|
Effective tax rate
|
|
27.0
|
%
|
|
27.5
|
%
|
|
593.3
|
%
|
14.
|
Fair Value of Financial Instruments
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||||
(in thousands)
|
|
Unpaid Principal Balance
|
|
Fair Value
|
|
Unpaid Principal Balance
|
|
Fair Value
|
||||||||
Assets
|
|
|
|
|
|
|
|
|
||||||||
Loans receivable
|
|
$
|
1,800,418
|
|
|
$
|
1,882,088
|
|
|
$
|
1,177,471
|
|
|
$
|
1,227,469
|
|
Liabilities
|
|
|
|
|
|
|
|
|
||||||||
Asset-backed notes
|
|
$
|
1,113,165
|
|
|
$
|
1,129,202
|
|
|
$
|
863,165
|
|
|
$
|
867,278
|
|
|
|
December 31, 2019
|
||||||||
(in thousands)
|
|
Fair Value
Level 3
|
|
Valuation Technique
|
|
Significant Unobservable Input
|
|
Weighted Average Inputs
|
||
Loans receivable at fair value
|
|
$
|
1,882,088
|
|
|
Discounted Cash Flows
|
|
Remaining cumulative charge-offs (1)
|
|
9.61%
|
|
Remaining cumulative prepayments (1)
|
|
34.95%
|
|||||||
|
Average life (years)
|
|
0.81
|
|||||||
|
Discount rate
|
|
7.77%
|
|||||||
|
|
|
|
|
|
|
|
|
||
|
|
December 31, 2018
|
||||||||
|
|
Fair Value
Level 3 |
|
Valuation Technique
|
|
Significant Unobservable Input
|
|
Weighted Average Inputs
|
||
Loans receivable at fair value
|
|
$
|
1,227,469
|
|
|
Discounted Cash Flows
|
|
Remaining cumulative charge-offs (1)
|
|
10.52%
|
|
Remaining cumulative prepayments (1)
|
|
33.78%
|
|||||||
|
Average life (years)
|
|
0.85
|
|||||||
|
Discount rate
|
|
9.20%
|
|
|
December 31,
|
||||||||||
(in thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Balance – beginning of period
|
|
$
|
1,227,469
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Principal disbursements
|
|
1,741,899
|
|
|
1,509,379
|
|
|
—
|
|
|||
Principal payments from customers
|
|
(996,945
|
)
|
|
(308,683
|
)
|
|
—
|
|
|||
Gross charge-offs
|
|
(122,005
|
)
|
|
(23,225
|
)
|
|
—
|
|
|||
Net increase in fair value
|
|
31,670
|
|
|
49,998
|
|
|
—
|
|
|||
Balance ‑ end of period
|
|
$
|
1,882,088
|
|
|
$
|
1,227,469
|
|
|
$
|
—
|
|
|
|
December 31, 2019
|
||||||||||||||||||
|
|
Carrying value
|
|
Estimated fair value
|
|
Estimated fair value
|
||||||||||||||
(in thousands of dollars)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
72,179
|
|
|
$
|
72,179
|
|
|
$
|
72,179
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Restricted cash
|
|
63,962
|
|
|
63,962
|
|
|
63,962
|
|
|
—
|
|
|
—
|
|
|||||
Loans receivable at amortized cost, net (Note 5)
|
|
38,471
|
|
|
43,482
|
|
|
—
|
|
|
—
|
|
|
43,482
|
|
|||||
Loans held for sale (Note 6)
|
|
715
|
|
|
772
|
|
|
—
|
|
|
—
|
|
|
772
|
|
|||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
|
5,919
|
|
|
5,919
|
|
|
5,919
|
|
|
—
|
|
|
—
|
|
|||||
Secured financing (Note 8)
|
|
62,000
|
|
|
62,000
|
|
|
—
|
|
|
62,000
|
|
|
—
|
|
|||||
Asset-backed notes at amortized cost (Note 8)
|
|
$
|
359,111
|
|
|
$
|
360,668
|
|
|
$
|
—
|
|
|
$
|
360,668
|
|
|
$
|
—
|
|
|
|
December 31, 2018
|
||||||||||||||||||
|
|
Carrying value
|
|
Estimated fair value
|
|
Estimated fair value
|
||||||||||||||
(in thousands of dollars)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
70,475
|
|
|
$
|
70,475
|
|
|
$
|
70,475
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Restricted cash
|
|
58,700
|
|
|
58,700
|
|
|
58,700
|
|
|
—
|
|
|
—
|
|
|||||
Loans receivable at amortized cost, net (Note 5)
|
|
295,781
|
|
|
316,962
|
|
|
—
|
|
|
—
|
|
|
316,962
|
|
|||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Accounts payable
|
|
7,277
|
|
|
7,277
|
|
|
7,277
|
|
|
—
|
|
|
—
|
|
|||||
Secured financing (Note 8)
|
|
87,000
|
|
|
87,000
|
|
|
—
|
|
|
87,000
|
|
|
—
|
|
|||||
Asset-backed notes at amortized cost (Note 8)
|
|
$
|
357,699
|
|
|
$
|
357,388
|
|
|
$
|
—
|
|
|
$
|
357,388
|
|
|
$
|
—
|
|
•
|
Cash, cash equivalents, restricted cash and accounts payable ‑ The carrying values of certain of the Company’s financial instruments, including cash and cash equivalents, restricted cash and accounts payable, approximate Level 1 fair values of these financial instruments due to their short-term nature.
|
•
|
Loans receivable ‑ The fair value of loans receivable recorded at amortized cost were estimated by discounting the future expected cash flows using a required rate of return that management estimates would be used by a market participant.
|
•
|
Loans held for sale ‑ The fair values of loans held for sale are based on a negotiated agreement with the purchaser.
|
•
|
Secured financing and asset-backed notes ‑ The fair values of secured financing and asset-backed notes recorded at carrying value have been calculated using discount rates equivalent to the weighted-average market yield of comparable debt securities. The Company's asset-backed notes are valued by independent pricing services and brokers using quoted prices for identical or similar notes, which are Level 2 input measures.
|
15.
|
Leases, Commitments and Contingencies
|
(in thousands)
|
|
Operating Leases
|
||
Lease Expense
|
|
|
||
2020
|
|
$
|
15,227
|
|
2021
|
|
12,439
|
|
|
2022
|
|
9,663
|
|
|
2023
|
|
8,340
|
|
|
2024
|
|
7,488
|
|
|
Thereafter
|
|
7,293
|
|
|
Total lease payments
|
|
60,450
|
|
|
Imputed interest
|
|
(6,240
|
)
|
|
Total leases
|
|
$
|
54,210
|
|
|
|
|
||
Sublease income
|
|
|
||
2020
|
|
$
|
(861
|
)
|
2021 and Thereafter
|
|
—
|
|
|
Total lease payments
|
|
(861
|
)
|
|
Imputed interest
|
|
8
|
|
|
Total sublease income
|
|
$
|
(853
|
)
|
|
|
|
||
Net lease liabilities
|
|
$
|
53,357
|
|
Weighted average remaining lease term
|
|
5.0 years
|
|
|
Weighted average discount rate
|
|
4.49
|
%
|
(in thousands)
|
|
Operating Leases
|
||
Lease Expense
|
|
|
||
2019
|
|
$
|
12,994
|
|
2020
|
|
12,558
|
|
|
2021
|
|
10,035
|
|
|
2022
|
|
7,640
|
|
|
2023
|
|
6,500
|
|
|
Thereafter
|
|
12,767
|
|
|
Total lease payments
|
|
$
|
62,494
|
|
16.
|
Subsequent Events
|
17.
|
Selected Quarterly Financial Data (Unaudited)
|
|
|
|
Incorporated by Reference
|
|
|
|||
Exhibit
|
Description
|
|
Form
|
File No.
|
Exhibit
|
Filing Date
|
|
Filed Herewith
|
4.3
|
|
|
|
|
|
|
x
|
|
10.1
|
|
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x
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10.2 ¥
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x
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21.1
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x
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24.1
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x
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31.1
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x
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31.2
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x
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32.1
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x
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101
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Interactive data files pursuant to Rule 405 of Regulation S-T:
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(i) Consolidated Balance Sheets,
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(ii) Consolidated Statements of Operations and Comprehensive Income,
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(iii) Consolidated Statements of Changes in Stockholders' Equity,
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(iv) Consolidated Statements of Cash Flows, and
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(v) Notes to the Consolidated Financial Statements
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104
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Cover Page Interactive Data File in Inline XBRL format (included in Exhibit 101).
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Date:
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February 28, 2020
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By:
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/s/ Jonathan Coblentz
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Jonathan Coblentz
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Chief Financial Officer and Chief Administrative Officer
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(Principal Financial and Accounting Officer)
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/s/ Raul Vazquez
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/s/ Jonathan Coblentz
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Raul Vazquez
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Jonathan Coblentz
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(President, Chief Executive Officer, and Director)
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(Chief Financial Officer and Chief Administrative Officer)
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(Principal Executive Officer)
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(Principal Financial and Accounting Officer)
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/s/ Aida M. Alvarez
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/s/ Jo Ann Barefoot
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Aida M. Alvarez
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Jo Ann Barefoot
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(Director)
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(Director)
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/s/ Louis P. Miramontes
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/s/ Carl Pascarella
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Louis P. Miramontes
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Carl Pascarella
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(Director)
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(Director)
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/s/ David Strohm
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/s/ R. Neil Williams
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David Strohm
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R. Neil Williams
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(Director)
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(Director)
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•
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1,000,000 shares are designated as common stock; and
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•
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100,000,000 shares are designated as preferred stock.
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•
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before such date, the board of directors of the corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;
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•
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upon closing of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction began, excluding for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) those shares owned by (1) persons who are directors and also officers and (2) employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or
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•
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on or after such date, the business combination is approved by the board of directors and authorized at an annual or special meeting of the stockholders, and not by written consent, by the affirmative vote of at least 662/3% of the outstanding voting stock that is not owned by the interested stockholder.
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•
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any merger or consolidation involving the corporation and the interested stockholder;
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•
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any sale, transfer, pledge or other disposition of 10% or more of the assets of the corporation involving the interested stockholder;
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•
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subject to certain exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder;
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•
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any transaction involving the corporation that has the effect of increasing the proportionate share of the stock or any class or series of the corporation beneficially owned by the interested stockholder; or
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•
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the receipt by the interested stockholder of the benefit of any loss, advances, guarantees, pledges or other financial benefits by or through the corporation.
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2
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2
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26
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26
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27
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27
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27
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28
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28
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28
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29
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30
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31
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34
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34
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38
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39
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39
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40
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41
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41
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42
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42
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42
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ARTICLE 3. [ARTICLE 3 IS RESERVED AND SHALL BE SPECIFIED IN ANY SUPPLEMENT WITH RESPECT TO ANY SERIES OF NOTES]
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43
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43
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43
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43
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44
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44
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45
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45
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45
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50
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50
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57
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100
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100
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100
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100
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100
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100
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101
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101
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101
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101
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Exhibit A:
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Form of Release and Reconveyance of Trust Estate
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Exhibit B:
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Form of Lien Release
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Exhibit C:
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Form of Permitted Takeout Release
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Exhibit D:
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Form of Intercreditor Agreement
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Exhibit E:
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Form of Asset Repurchase Demand Activity Report
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Schedule 1
|
Perfection Representations, Warranties and Covenants
|
(v)
|
enter into any Delaware LLC Division.
|
(i)
|
all security interests, liens or other rights which the Secured Parties may have on or in the Released Assets shall be terminated and shall be of no further force and effect (it being understood that no other security interests, liens or other rights under or in connection with the Transaction Documents are being terminated or released); and
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(ii)
|
the Trustee (on behalf of the Secured Parties) hereby (a) authorizes and requests the Issuer to prepare and file, at the expense of the Issuer, UCC amendments with respect to all UCC financing statements covering the Released Assets in order to exclude from the description of collateral thereon all of the Released Assets, and all other appropriate documents deemed necessary or desirable by the Issuer to terminate the security interests, liens and other rights on or in the Released Assets under the Transaction Documents in a form reasonably acceptable to the Required Noteholders and (b) agrees to promptly deliver to the Issuer (or such other Person designated by the Issuer) all possessory collateral to the extent directly related to the Released Assets held by the Trustee.
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(i)
|
no Rapid Amortization Event, Servicer Default, Event of Default or Default would exist after giving effect to the transactions contemplated hereby;
|
(ii)
|
the transactions contemplated hereby could not reasonably be expected to have a Material Adverse Effect on (x) the Issuer, the Seller, the Servicer, the Parent, the Trustee, the Agent, the Collateral Trustee, any Noteholder or any other Secured Party or (y) the bankruptcy remoteness of the Issuer or any of the transfers contemplated by the Transaction Documents;
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(iii)
|
the transactions contemplated hereby will not violate any assumption set forth in any bankruptcy opinion delivered under or in connection with any Transaction Document;
|
(iv)
|
upon effectiveness of this letter agreement and the transactions contemplated hereby, this agreement and the transactions contemplated hereby shall collectively constitute a Permitted Takeout; and
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(v)
|
upon effectiveness of this letter agreement and the transactions contemplated hereby, the Overcollateralization Test will be satisfied.
|
Activity During Reporting Period
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||
Date of Reputed Demand
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Party Making Reputed Demand
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Date of Withdrawal of Reputed Demand
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2
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2
|
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1
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Certain Defined Terms 1
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Accounting and UCC Terms 17
|
17
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Purchase of Receivables. 17
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Purchase and Sale Commitment. 18
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Purchase Price and Payment Procedures. 21
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Repurchase of Ineligible Receivables. 21
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Refinancings 22
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Selection of Receivables 22
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Purchaser Transfers 23
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Auto Loan Refinancing. 23
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Good Customer Program Make-Whole Payments. 23
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23
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Conditions Precedent to Purchaser’s Initial Purchase 23
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Conditions Precedent to All Purchases 24
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Conditions Precedent to Seller’s Initial Sale 25
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Conditions Precedent to Certain Sales 25
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26
|
Representations and Warranties of the Parties 26
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Additional Representations of the Seller 27
|
Additional Representations and Warranties of the Purchaser 30
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31
|
Affirmative Covenants of the Seller 31
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Negative Covenants of the Seller 35
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35
|
Collection Procedures. 35
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Purchase Information. 36
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Compliance Statements 36
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Limitation on Liability of the Seller and Others 36
|
Limitation on Liability of the Purchaser 36
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Good Faith Reliance 37
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Nonpetition 37
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38
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Seller Default or Seller Event of Default 38
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Remedies. 39
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Sale Termination Events 40
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41
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Indemnities by the Seller 41
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42
|
Amendments, Etc 42
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Notices Etc 42
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No Waiver; Remedies 42
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Binding Effect; Governing Law 42
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Costs, Expenses and Taxes 43
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Purchaser Financing 43
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Reserved 43
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Waiver of Setoff 43
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Severability 43
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Counterparts 44
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Grant of License to Use Trademarks 44
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Jurisdiction; Consent to Service of Process. 44
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Third Party Beneficiaries 44
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Confirmation of Intent 44
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Section and Paragraph Headings 45
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Confidentiality 45
|
Intercreditor Agreement Amendments and Restatements 45
|
Exhibit A
|
Form of Funding Request
|
Exhibit B
|
Amended and Restated Acknowledgement and Agreement of 2016 Ellington Investors
|
Exhibit C
|
Amended and Restated Acknowledgement and Agreement of 2017 Ellington Investors
|
Schedule I
|
Initial Receivables Schedule
|
Schedule II
|
Perfection Representations, Warranties and Covenants
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Schedule III
|
List of Competitors
|
Schedule IV
|
Owner Trustee Letter
|
1.
|
The Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Contracts and Related Rights in favor of the Purchaser and/or the Owner Trustee, which security interest is prior to all other Liens, and is enforceable as such as against creditors of and purchasers from the Seller.
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2.
|
The Contracts evidencing the Receivables constitute “general intangibles”, “accounts”, “instruments”, “electronic chattel paper” or “tangible chattel paper” within the meaning of the UCC as in effect in the State of Delaware.
|
3.
|
The Seller has received all consents and approvals, if any, to the sale of the Receivables under the Agreement to the Purchaser required by the terms of the Receivables that constitute instruments or payment intangibles.
|
4.
|
With respect to Receivables that constitute an instrument or tangible chattel paper, either:
|
5.
|
With respect to Receivables that constitute electronic chattel paper, either:
|
6.
|
Any statements made in this Schedule II regarding the timing of the filing of financing statements shall not limit or affect the Seller’s obligation to file the financing statement contemplated by Section 3.1(d) of the Agreement on or before the Closing Date as specified therein.
|
7.
|
Other than the transfer of the Receivables to the Purchaser and/or the Owner Trustee under the Agreement, the Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables. The Seller has not authorized the filing of, or is aware of any financing statements against the Seller that include a description of collateral covering the Receivables or any subaccount thereof other than those that have been released
|
8.
|
The Seller is not aware of any judgment, ERISA or tax lien filings against the Seller or the Nevada Originator.
|
9.
|
Neither Seller nor a custodian holding any collateral that is electronic chattel paper has communicated an authoritative copy of any loan agreement that constitutes or evidences the Receivables to any Person other than the Servicer.
|
10.
|
None of the instruments, certificated securities, tangible chattel paper or electronic chattel paper that constitute or evidence the Receivables has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Purchaser or the Owner Trustee.
|
11.
|
Survival of Perfection Representations. Notwithstanding any other provision of the Agreement or any other Transaction Document, the Perfection Representations contained in this Schedule shall be continuing, and remain in full force and effect (notwithstanding any replacement of the Servicer or termination of Servicer’s rights to act as such) until such time as all Receivables purchased by the Purchaser shall have been either finally and fully paid or written off as uncollectible.
|
12.
|
Seller to Maintain Perfection and Priority. The Seller covenants that, in order to evidence the interests of the Purchaser and/or the Owner Trustee under the Agreement, the Seller shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be requested by the Purchaser to maintain and perfect, as a first priority interest, the security interest of the Purchaser and/or the Owner Trustee in the Contracts and Related Rights. The Seller shall, from time to time and within the time limits established by Law, prepare and present to the Purchaser for the Purchaser to authorize the Seller to file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the security interest of the Purchaser and/or the Owner Trustee in the Contracts and Related Rights as a first-priority interest (each a “Filing”).
|
Subsidiary
|
|
Jurisdiction of Formation
|
Oportun, Inc
|
|
Delaware
|
Oportun Global Holdings, Inc.
|
|
Delaware
|
Oportun Funding V, LLC
|
|
Delaware
|
Oportun Funding VI, LLC
|
|
Delaware
|
Oportun Funding VII, LLC
|
|
Delaware
|
Oportun Funding VIII, LLC
|
|
Delaware
|
Oportun Funding IX, LLC
|
|
Delaware
|
Oportun Funding X, LLC
|
|
Delaware
|
Oportun Funding XII, LLC
|
|
Delaware
|
Oportun Funding XIII, LLC
|
|
Delaware
|
Oportun, LLC
|
|
Delaware
|
OPRT Development Center Private Limited
|
|
India
|
OPTNSVC Mexico, S. de R.L. de C.V.
|
|
Mexico
|
PF Servicing, LLC
|
|
Delaware
|
PF Servicing, S. de R.L. de C.V.
|
|
Mexico
|
1.
|
I have reviewed this Annual Report on Form 10-K of Oportun Financial Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
c.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ Raul Vazquez
|
|
Raul Vazquez
Chief Executive Officer and Director (Principal Executive Officer) |
1.
|
I have reviewed this Annual Report on Form 10-K of Oportun Financial Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
c.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ Jonathan Coblentz
|
|
Jonathan Coblentz
Chief Financial Officer and Chief Administrative Officer (Principal Financial and Accounting Officer) |
1.
|
The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, to which this Certification is attached as Exhibit 32.1 (the “Annual Report”), fully complies with the requirements of Section 13(a) or Section 15(d) of the Exchange Act; and
|
2.
|
The information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Raul Vazquez
|
|
/s/ Jonathan Coblentz
|
Raul Vazquez
Chief Executive Officer and Director (Principal Executive Officer) |
|
Jonathan Coblentz
Chief Financial Officer and Chief Administrative Officer
(Principal Financial and Accounting Officer)
|