2015 Annual Report
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reached its highest ever rating during the fourth quarter of 2015, demonstrating the value that OnDeck is
creating for our customers and, ultimately, for our shareholders.
As a result of our improved targeting, funnel metrics, and channel distribution mix, OnDeck generated
strong, high quality originations growth in 2015, up 62% versus 2014. And, shortly into 2016, we
surpassed our $4 billion loans originated milestone. To put this in perspective, it took OnDeck 80 months
(6 years and 8 months) to reach $1 billion in loans, 10 months to reach $2 billion in loans, 7 months to
reach $3 billion in loans, and only 5 months to reach $4 billion in loans!
Additionally, 2015 was a strong year for our international businesses. Our Canadian business continued
to grow at high rates with strong credit performance despite economic headwinds in that market. We
launched our Australian business as scheduled in Q4, and our early traction there has encouraging.
So, OnDeck has clearly been building our market momentum, through attracting new small business
customers with our enhanced product offerings, retaining those customers longer, and opening up new
markets to serve.
Our Investments in Technology and Data Analytics Are Positioning OnDeck for Long-Term
Success
During 2015, OnDeck generated high quality growth, improved customer loyalty and delivered stronger
operating results, all while investing in our technology innovation and diversifying our business model.
Specifically, in 2015, we began building out our “OnDeck as a Service” capability. This investment has
enabled deeper integrations with strategic partners that understand the problems faced by small
businesses as they seek access to capital.
The respective leaders in small business accounting software and in banking in the U.S. and Australia
have each selected OnDeck as the underwriting engine and servicing platform to power their small
business lending programs. This is a tremendous validation of OnDeck’s small business online lending
expertise and market leadership, and it should provide diversified, high-margin revenue streams for
OnDeck over time.
Given these technology-enabled milestones in 2015, OnDeck will continue to invest in our data and
technology in order to extend our competitive advantages in 2016. From a data perspective, we expect to
release several substantial improvements to the OnDeck Score over the course of the year. We will also
continue to use data science to drive many other facets of our business, from sales and marketing, to
operations, to pricing and collections. From a technology perspective, we will be focusing on continuing
to simplify and improve our customer experience, automating even more of our processes, building out
our mobile functionality, and delivering new and deeper integrations with Strategic Partners.
We’ve Built a Resilient Business Model
With concerns about the credit environment on the mind of most investors, it is important to remember
that OnDeck has built a number of important structural protections into our business, which should
provide us with an important competitive edge in varying economic environments and differentiate our
model from more traditional lending models. Specifically, thanks to almost a decade of lending and
learning over multiple credit and economic cycles, Version 5 of our OnDeck Score ranks risk substantially
better than our prior versions. In addition, OnDeck's short average duration and small average-size loans
are paid back daily or weekly, which means that our loan portfolio revolves quickly, reducing the amount
of time our capital remains outstanding while also providing real-time data regarding our portfolio's credit
performance.
The combination of our experience in the small business lending market and the characteristics of our
products provides us with the flexibility to adjust approval rates, loan offers, and pricing rapidly in
response to changes in the credit landscape. In addition, the strategic evolution of our product and
channel mix has enabled OnDeck to progress up-market in terms of the credit quality of our customers;
we are sourcing customers with higher OnDeck Scores through higher quality channels than we were
several years ago.
Lastly, we believe OnDeck has the most diversified and lowest cost funding model of any of our dedicated
small business lending competitors, which will serve us well in a variety of credit environments. With the
growth of OnDeck Marketplace from 18% of term loan originations for the fourth quarter of 2014 to 40%
for the fourth quarter of 2015, the addition of warehouse facilities with two of the nation’s top financial
institutions, and our recent securitization rating upgrade, all during 2015, OnDeck has further diversified
our funding sources and improved the economics of our model. We ended 2015 with a strong balance
sheet, low leverage and healthy institutional investor demand for our loans. We are excited to put our
diverse funding sources to work for responsible growth over time.
So, while our portfolio performance is strong heading into 2016, we are monitoring the macro
environment very closely for any fundamental changes in small business health or portfolio performance.
We have built OnDeck to perform in a variety of market conditions. To the extent that negative trends
emerge, we believe we can react very nimbly because of the ways in which we have built our credit
model, designed our product structure, and diversified our funding model. OnDeck has a vast amount of
data, early warning signals, and portfolio management tools at our discretion, which could present an
opportunity for OnDeck to extend our market leadership even further over time.
OnDeck in 2016 and Beyond: Leading the Charge with Continued Differentiation
In summary, OnDeck exited 2015 as a stronger company with considerable momentum. And, as we
enter 2016, the transitions we made in 2015 to our funding mix and distribution channels are largely
behind us, so we can intensify our focus on what we believe OnDeck can do better than any other small
business lender in the market: building lifetime relationships with small business owners by providing the
right credit solution for all their needs, simply delivered, and with outstanding service.
We will build the leading small business lending solution, attracting customers at all stages of the small
business lifecycle for all of their needs, and retaining those customers longer as their needs grow and
change. We will drive simplicity into the customer experience, building technology that does the heavy
lifting for our customers, while creating operating leverage for the business. And, we will also deliver
outstanding service and reward loyal customers. OnDeck helps our small business customers build their
business credit profile, earn loyalty terms and pricing, and access concierge services that save them time
and money – all with personalized customer service interactions.
So, as OnDeck continues to execute on all three of these pillars in 2016 and the years to come, we are
confident in the foundation we’ve laid and the competitive advantages we have as the scaled leader in the
small business online lending market.
And, as we look to 2016 and beyond, it is not out of the question to think that, in two to three years,
OnDeck will have a core business that is substantially scaled up from where we are now, while
simultaneously powering online small business loan programs for major banks and large non-banks, and
doing all of this in several international markets around the world as well as in the United Status.
We appreciate your support of our vision as shareholders of our company, and we look forward to the
next stages of the journey together.
Best Regards,
Noah Breslow
Chairman and Chief Executive Officer
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(MARK ONE)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2015
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
Commission File Number 001-36779
________________________
On Deck Capital, Inc.
(Exact name of registrant as specified in its charter)
________________________
Delaware
(State or other jurisdiction of
incorporation or organization)
42-1709682
(I.R.S. Employer
Identification No.)
1400 Broadway, 25th Floor
New York, New York 10018
(Address of principal executive offices)
(888) 269-4246
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Common Stock, par value $0.005 per share
Name of each exchange on which registered
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None.
__________________________
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES NO
Indicate by check mark whether the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES NO
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES NO
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data file required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). YES NO
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
Accelerated filer
Non-accelerated filer
(Do not check if a smaller reporting company)
Smaller reporting company
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES NO
The aggregate market value of the common stock by non-affiliates of the registrant, based on the closing price of a share of the registrant’s common stock
on June 30, 2015 (the last business day of the registrant's most recently completed second fiscal quarter) as reported by the New York Stock Exchange on such
date was $536,469,983. Shares of the registrant’s common stock held by each executive officer, director and holder of 10% or more of the outstanding common
stock have been excluded in that such persons may be deemed to be affiliates. This calculation does not reflect a determination that certain persons are affiliates
of the registrant for any other purpose.
The number of shares of the registrant’s common stock outstanding as of February 22, 2016 was 70,403,696.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive Proxy Statement for its 2016 Annual Meeting of Stockholders are incorporated by reference in Part III of this Annual
Report on Form 10-K. Such Proxy Statement will be filed with the U.S. Securities and Exchange Commission within 120 days after the end of the fiscal year to
which this report relates. Except with respect to information specifically incorporated by reference in this Form 10-K, the Proxy Statement is not deemed to be
filed as part of this Form 10-K.
On Deck Capital, Inc.
Table of Contents
Business
PART I
Item 1.
Item 1A. Risk Factors
Item 1B. Unresolved Staff Comments
Item 2.
Item 3.
Item 4. Mine Safety Disclosures
Properties
Legal Proceedings
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
Selected Consolidated Financial Data
Item 6.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Item 8.
Consolidated Financial Statements and Supplementary Data
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosures
Item 9A. Controls and Procedures
Item 9B. Other Information
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Item 11. Executive Compensation
Item 12.
Item 13. Certain Relationships and Related Transactions, and Director Independence
Item 14.
Principal Accounting Fees and Services
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
PART IV
Item 15. Exhibits, Financial Statement Schedules
Signatures
Page
2
13
32
33
33
33
34
36
36
70
71
103
103
104
105
105
105
105
105
106
107
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995
and other legal authority. These forward-looking statements concern our operations, economic performance, financial condition,
goals, beliefs, future growth strategies, objectives, plans and current expectations.
Forward-looking statements appear throughout this report including in Item 1. Business, Item 1A. Risk Factors, Item 3. Legal
Proceedings and Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. Forward-looking
statements can generally be identified by words such as “will,” “enables,” “expects,” “allows,” "plan," “continues,” “believes,”
“anticipates,” “estimates” or similar expressions.
Forward-looking statements are neither historical facts nor assurances of future performance. They are based only on our
current beliefs, expectations and assumptions regarding the future of our business, anticipated events and trends, the economy and
other future conditions. As such, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to
predict and in many cases outside our control. Therefore, you should not rely on any of these forward-looking statements. Our
expected results may not be achieved, and actual results may differ materially from our expectations.
Important factors that could cause or contribute to such differences include risks relating to: our ability to attract potential
customers to our platform; the degree to which potential customers apply for loans, are approved and borrow from us; anticipated
trends, growth rates and challenges in our business and in the markets in which we operate; the ability of our customers to repay
loans and our ability to accurately assess credit worthiness; our ability to adequately reserve for loan losses; our continuing
compliance measures related to our funding advisor channel and their impact; changes in our product distribution channel mix or our
funding mix; our ability to anticipate market needs and develop new and enhanced offerings to meet those needs; interest rates and
origination fees on loans; maintaining and expanding our customer base; the impact of competition in our industry and innovation
by our competitors; our anticipated growth and growth strategies, including the possible introduction of new products and possible
expansion into new international markets, and our ability to effectively manage that growth; our reputation and possible adverse
publicity about us or our industry; the availability and cost of our funding; our failure to anticipate or adapt to future changes in our
industry; our ability to hire and retain necessary qualified employees; the lack of customer acceptance or failure of our products; our
ability to offer loans to our small business customers that have terms that are competitive with alternatives; our reliance on our third-
party service providers; our ability to issue new loans to existing customers that seek additional capital; the evolution of technology
affecting our offerings and our markets; our compliance with applicable local, state and federal and non-U.S. laws, rules and
regulations and their application and interpretation, whether existing, modified or new; our ability to adequately protect our
intellectual property; the effect of litigation or other disputes to which we are or may be a party; the increased expenses and
administrative workload associated with being a public company; failure to maintain an effective system of internal controls
necessary to accurately report our financial results and prevent fraud; our liquidity and working capital requirements; the estimates
and estimate methodologies used in preparing our consolidated financial statements; the future trading prices of our common stock,
the impact of securities analysts’ reports and shares eligible for future sale on these prices; our ability to prevent or discover security
breaks, disruption in service and comparable events that could compromise the personal and confidential information held in our
data systems, reduce the attractiveness of our platform or adversely impact our ability to service our loans; and other risks, including
those described in this report in Item 1A. Risk Factors and other documents that we file with the Securities and Exchange
Commission, or SEC, from time to time which are available on the SEC website at www.sec.gov.
Except as required by law, we undertake no duty to update any forward-looking statements. Readers are also urged to carefully
review and consider all of the information in this report, as well as the other documents we make available through the SEC’s
website.
When we use the terms “OnDeck,” the “Company,” “we,” “us” or “our” in this report, we are referring to On Deck Capital,
Inc. and its consolidated subsidiaries unless the context requires otherwise.
1
PART I
Item 1.
Business
Our Company
We are a leading online platform for small business lending. We are seeking to transform small business lending by making it
efficient and convenient for small businesses to access capital. Enabled by our proprietary technology and analytics, we aggregate
and analyze thousands of data points from dynamic, disparate data sources to assess the creditworthiness of small businesses rapidly
and accurately. Small businesses can apply for a term loan or line of credit on our website in minutes and, using our proprietary
OnDeck Score®, we can make a funding decision immediately and transfer funds as fast as the same day. We have originated more
than $4 billion of loans since we made our first loan in 2007. Our loan originations have increased at a compound annual growth
rate of 81% from 2012 to 2015 and achieved a year-over-year growth rate of 62% in 2015.
To better meet the capital needs of small businesses, we are seeking to use technology to transform the way this capital is
accessed. We built our integrated platform specifically to meet their financing needs. Our platform touches every aspect of the
customer life cycle, including customer acquisition, sales, scoring and underwriting, funding, and servicing and collections. A small
business can complete an online application 24 hours a day, 7 days a week. Our proprietary data and analytics engine aggregates and
analyzes thousands of online and offline data attributes and the relationships among those attributes to assess the creditworthiness of
a small business in real time. The data points include customer bank activity shown on their bank statements, government filings, tax
and census data. In addition, in certain instances we also analyze reputation and social data. We look at both individual data points
and relationships among the data, with each transaction or action being a separate data point that we take into account. A key
differentiator of our solution is the OnDeck Score, the product of our proprietary small business credit scoring system. Both our data
and analytics engine and the algorithms powering the OnDeck Score undergo continuous improvement to automate and optimize the
credit assessment process, enabling more rapid and predictive credit decisions. Each loan that we make involves our proprietary
automated process and approximately one-half of our loans are completely underwritten using our proprietary automated
underwriting process. Our platform supports same-day funding and automated loan repayment. This technology-enabled approach
provides small businesses with efficient, frictionless access to capital.
Our business has grown rapidly. In 2015, we originated $1.9 billion of loans, representing year-over-year growth of 62% while
in 2014 and 2013, we originated $1.2 billion and $459 million of loans, respectively, representing year-over-year growth of 152%
and 165%, respectively, while maintaining consistent credit quality. Our growth in originations has been supported by a diverse and
scalable set of funding sources, including committed debt facilities, a securitization facility and our OnDeck Marketplace®, our
proprietary whole loan sale platform for institutional investors. In 2015, 2014 and 2013, we recorded gross revenue of $254.8
million, $158.1 million and $65.2 million, respectively, representing year-over-year growth of 61%, 142% and 154%, respectively.
In 2015, 2014 and 2013, our Adjusted EBITDA, a non-GAAP financial measure, was income of $16.2 million, a loss of $165,000
and a loss of $16.3 million respectively, our loss from operations was $1.9 million, $7.1 million and $19.3 million, respectively, and
our net loss attributable to On Deck Capital, Inc. common stockholders was $1.3 million, $31.6 million and $37.1 million,
respectively. See the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-
GAAP Financial Measures” for a discussion and reconciliation of Adjusted EBITDA to net loss. As of December 31, 2015, our total
assets were $749.3 million and the Unpaid Principal Balance on loans outstanding was $543.8 million.
We were incorporated in the state of Delaware on May 4, 2006. We operate from our headquarters in New York, New York
and also have offices in Arlington, Virginia, Denver, Colorado and Sydney, Australia. Additional information about us is available on
our website at http://www.ondeck.com. The information on our website is not incorporated herein by reference and is not a part of
this report.
OnDeck, the OnDeck logo, OnDeck Score, OnDeck Marketplace and other trademarks or service marks of OnDeck appearing
in this report are the property of OnDeck. Trade names, trademarks and service marks of other companies appearing in this report
are the property of their respective holders. We have generally omitted the ® and TM designations, as applicable, for the trademarks
used in this report.
2
The Opportunity
The small business lending market is vast and underserved. According to the FDIC, of business loans in the United States with
originations under $250,000, there were $193 billion in outstanding business loans at December 30, 2015 across 22.9 million loans.
Oliver Wyman estimates that there is a potential $80 to $120 billion in unmet demand for small business lines of credit, and we
believe that there is also substantial unmet demand for other credit-related products, including term loans. We also believe that the
application of our technology to credit assessment can stimulate additional demand for our products and expand the total
addressable market for small business credit.
Our Solution
Our mission is to power the growth of small business through lending technology and innovation. We are combining our
passion for small business with technology and analytics to transform the way small businesses access capital. Our solution was
built specifically to address small businesses’ capital needs and consists of our loan products, our end-to-end integrated platform and
the OnDeck Score. We offer a complete financing solution for small businesses, including short term loans up to 12 months, long
term loans up to 36 months and flexible lines of credit. Our proprietary, end-to-end integrated platform includes: our website, which
allows small businesses to apply for a loan in minutes, 24 hours a day 7 days a week; our proprietary data and analytics engine that
analyzes thousands of data attributes from disparate sources to assess the real-time creditworthiness of a small business; our
technology that enables seamless funding of our loans; our daily and weekly collections and ongoing servicing system. A key
differentiator of our solution is the OnDeck Score, the product of our proprietary small business credit-scoring system. The OnDeck
Score aggregates and analyzes thousands of data elements and attributes related to a business and its owners that are reflective of the
creditworthiness of the business as well as predictive of its credit performance. Our proprietary data and analytics engine and the
algorithms powering the OnDeck Score undergo continuous improvement through machine learning and other statistical techniques
to automate and optimize the credit assessment process.
Our customers choose us because we provide the following key benefits sought by small business borrowers:
•
•
•
Solution. We offer small businesses a suite of financing products with our term loans and lines of credit that can meet the
needs of small businesses throughout their life cycle. We believe that small businesses prefer to work with providers with
whom they can build long-term relationships. We believe our term loans, which are available from $5,000 up to $500,000,
and lines of credit, which range from $6,000 to $100,000, are offered in a wider range of term lengths, pricing alternatives
and repayment options than any other online small business lender making us an ideal lending partner to small businesses
throughout their life cycle. We also report back to several business credit bureaus, which can help small businesses build
their business credit.
Simplicity. Small businesses can submit an application on our website in as little as minutes. We are able to provide many
loan applicants with an immediate approval decision and, if approved, transfer funds as fast as the same day. Because we
require no in-person meetings, collect comprehensive information electronically and have an intuitive online application
form, we have been able to significantly increase the convenience and efficiency of the application process without
burdensome documentation requirements.
Service. Our U.S.-based internal salesforce and customer service representatives provide assistance throughout the
application process and the life of the loan. Our representatives are available Monday through Saturday before, during and
after regular business hours to accommodate the busy schedules of small business owners. We offer all of our customers
credit education and consulting services and other value added services while our qualifying repeat customers are also
offered pricing discounts through our loyalty program. Our commitment to provide a great customer experience has helped
us consistently receive A+ ratings from the Better Business Bureau and, for our direct channel for the three months ended
December 31, 2015 helped us earn a 76 Net Promoter Score, a widely used system of measuring customer loyalty.
Furthermore, the OnDeck Score incorporates data from each customer’s history with us, ensuring that we deliver increasing
efficiency to our customers in making repeat loan decisions.
Our Competitive Strengths
We believe the following competitive strengths differentiate us and serve as barriers for others seeking to enter our market:
•
Significant Scale. Since we made our first loan in 2007, we have funded more than $4 billion of loans across more than 700
industries in all 50 U.S. states and Canada, and have recently begun lending in Australia. We maintain a proprietary
database of more than 10 million small businesses. In 2015 and 2014, we originated $1.9 billion and $1.2 billion,
respectively, of loans, representing year-over-year growth of 62% and 152%, respectively, all while maintaining consistent
credit quality. Our increasing scale offers significant benefits including lower customer acquisition costs, access to a
broader dataset, better underwriting decisions and a lower cost of capital. Our platform, as discussed below, also offers us
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the ability to expand into other countries as demonstrated by our expanded operations in Canada and our recent expansion
into Australia.
• Proprietary Data and Analytics Engine. We use data analytics and technology to optimize our business operations and the
customer experience including sales and marketing, underwriting, servicing and risk management. Our proprietary data and
analytics engine and the OnDeck Score provide us with significant visibility and predictability in assessing the
creditworthiness of small businesses and allow us to better serve more customers across more industries. With each loan
application, each funded loan and each daily or weekly payment, our data set expands and our OnDeck Score improves. In
the latter part of 2014, we introduced the fifth generation, or v5, of the OnDeck Score which has enhanced our credit
scoring capabilities, enabling us to improve offers to our customers while preserving the credit quality of our portfolio. Our
analysis suggests that v5 has become 89% more accurate at identifying credit risk in small businesses across a range of
credit risk profiles as compared to using only personal credit scores. We are therefore able to lend to more small businesses
than if we relied on personal credit scores alone. We are also able to use our proprietary data and analytics engine to pre-
qualify customers and market to those customers we believe are predisposed to take a loan and have a higher likelihood of
approval.
• End-to-End Integrated Technology Platform. We built our integrated platform specifically to meet the financing needs of
small businesses. Our platform touches every aspect of the customer life cycle, including customer acquisition, sales,
scoring and underwriting, funding, and servicing and collections. This purpose-built infrastructure is enhanced by robust
fraud protection, multiple layers of security and proprietary application programming interfaces. It enables us to deliver a
superior customer experience, facilitates agile decision making and allows us to efficiently roll out new products and
features in U.S. dollars as well as foreign currencies. We use our platform to underwrite, process and service all of our
small business loans regardless of distribution channel.
• Diversified Distribution Channels. We are building our brand awareness and enhancing distribution capabilities through
diversified distribution channels, including direct marketing, strategic partnerships and funding advisors. Our direct
marketing includes direct mail, outbound calling, social media and other online marketing channels. Our strategic partners,
including banks, payment processors and small business-focused service providers, offer us access to their base of small
business customers, and data that can be used to enhance our targeting capabilities. We also have relationships with a large
network of funding advisors, including businesses that provide loan brokerage services, which drive distribution and aid
brand awareness. Our internal salesforce contacts potential customers, responds to inbound inquiries from potential
customers, and is available to assist all customers throughout the application process.
The following table summarizes the percentage of loans originated by our three distribution channels for the periods indicated.
From time to time, management is required to make judgments to determine customers' appropriate channel attribution.
Percentage of Originations (Number of Loans)
Direct and Strategic Partner
Funding Advisor
Percentage of Originations (Dollars)
Direct and Strategic Partner
Funding Advisor
Year Ended December 31,
2015
2014
2013
79.5%
20.5%
69.8%
30.2%
54.4%
45.6%
Year Ended December 31,
2015
2014
2013
72.0%
28.0%
58.6%
41.4%
43.6%
56.4%
•
Singular Brand Focus and Visibility. We believe that our singular brand focus on small business lending and our visibility
differentiate us from our competitors and promote customer confidence. Since our initial public offering, or IPO, we have
made significant investments to build our brand, including national television, radio and satellite advertising campaigns; an
official partnership with Minor League Baseball; and a national sponsorship with SCORE, the nation's largest network of
free, expert business mentors. Our partnerships with well-known companies such as JPMorgan Chase Bank, National
Association, or JPM, Intuit Inc., BBVA Compass and others also help increase our visibility and validate our brand. As an
NYSE listed company, we are required to meet high standards of transparency, financial reporting and other legal
requirements. We believe the combination of these factors strengthens our position as we compete for customers.
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• High Customer Satisfaction and Repeat Customer Base. Our strong value proposition has been validated by our customers.
We had a Net Promoter Score of 76 in our direct channel for the three months ended December 31, 2015 based on our
internal survey of customers. The Net Promoter Score is a widely used index ranging from negative 100 to 100 that
measures customer loyalty. Our score places us at the upper end of customer satisfaction ratings and compares favorably to
the average Net Promoter Score of 9 for national banks, 19 for regional banks and 46 for community banks. We have also
consistently achieved an A+ rating from the Better Business Bureau. We believe that high customer satisfaction has played
an important role in repeat borrowing by our customers. In 2015, 2014, and 2013, 57%, 50% and 44%, respectively, of loan
originations were by repeat customers, who either replaced their existing loan with a new, usually larger, loan or took out a
new loan after paying off their existing OnDeck loan in full. Repeat customers generally comprise our highest quality
loans, given many repeat customers require additional financing for growth or expansion. In general, our return customers
demonstrate improvements in key metrics such as their revenue and bank balance when they return for an additional loan.
From our 2013 customer cohort, customers who took at least three loans grew their revenue and bank balance, respectively,
on average by 28% and 47% from their initial loan to their third loan. Similarly, from our 2014 customer cohort, customers
who took at least three loans grew their revenue and bank balance, respectively, on average by 29% and 54%.
Approximately 25% percent of our origination volume from repeat customers in 2015 was due to unpaid principal balances
rolled from existing loans directly into such repeat originations. Each repeat customer seeking another term loan must pass
the following standards:
•
•
•
the business must be approximately 50% paid down on its existing loan;
the business must be current on its outstanding OnDeck loan with no material delinquency history; and
the business must be fully re-underwritten and determined to be of adequate credit quality.
• Durable Business Model. Since we began lending in 2007, we have successfully operated our business through both strong
and weak economic environments. Our real-time data, short duration loans, automated daily and weekly collection, risk
management capabilities and unit economics enable us to react rapidly to changing market conditions and generate
attractive financial results. In addition, we believe the historical consistency and stability of the credit performance of our
loan portfolio are appealing to our sources of funding and help validate our proprietary credit scoring model.
• Differentiated Funding Platform. We source capital through multiple channels, including debt facilities, securitization and
the OnDeck Marketplace, our proprietary whole loan sale platform for institutional investors. This diversity provides us
with a mix of scalable funding sources, long-term capital commitments and access to flexible funding for growth. In
addition, because we contribute a portion of the capital for each loan we fund via our debt facilities and securitization, we
are able to align interests with our investors.
•
100% Small Business-Focused. We are passionate about small businesses. We have developed significant expertise since
we began lending in 2007, remaining exclusively focused on assessing and delivering credit to small businesses. We
believe this passion, focus and small business credit expertise provides us with significant competitive advantages.
Our Strategy for Growth
Our vision is to become the most trusted lender to small businesses, and to accomplish this, we intend to:
• Continue to Acquire Customers Through Direct Marketing and Sales. We plan to continue investing in direct marketing and
sales to add new customers and increase our brand awareness. As our dataset expands, we will continue to pre-qualify and
market to those customers we believe are predisposed to take a loan and have a higher likelihood of approval. We have
seen success from this strategy with an increase in loan transactions attributable to direct marketing of 91% and 227% in
2015 and 2014, respectively.
• Broaden Distribution Capabilities Through Partners. We plan to expand our network of strategic partners, including banks,
payment processors and small business-focused service providers, and leverage their relationships with small businesses to
acquire new customers.
• Enhance Data and Analytics Capabilities. We plan to continue making substantial investments in our data and analytics
capabilities. Our data science team continually uncovers new insights about small businesses and their credit performance
and considers new data sources for inclusion in our models, allowing us to evaluate and lend to more customers. As our
dataset expands, our self-reinforcing scoring algorithm continues to improve through machine learning, enabling us to
make better lending decisions.
• Expand Offerings. We will continue developing financing solutions that support small businesses from inception through
maturity. We now offer a line of credit product with a credit limit up to $100,000 and a 36-month term loan product with
principal amounts up to $500,000. Over time we plan to expand our offerings by introducing new credit-related solutions
5
for small businesses. We believe this will allow us to provide more comprehensive solutions for our current customers and
introduce small business owners to our platform whose needs are not currently met by our term loans and lines of credit.
In addition, we regularly evaluate our product range and explore new ideas including variations of existing products
through test pilot programs before new products or product-enhancements are fully introduced.
• Extend Customer Lifetime Value. We believe we have an opportunity to increase revenue and loyalty from new and existing
customers. We have the ability to accommodate our customers’ needs as they grow and as their funding needs increase and
change. We have introduced and plan to continue adding new features to keep driving the increased use of our platform,
including loyalty pricing and mobile functionality to increase customer engagement. We are focused on providing a
positive customer experience and on continuing to drive customer loyalty.
•
Targeted International Expansion. We believe small businesses around the world need capital to grow, and there is an
opportunity to expand our small business lending in select countries outside of the United States. In the second quarter of
2014 we started providing loans in Canada and in the fourth quarter of 2015 we began providing loans in Australia. We
continue to evaluate additional international market opportunities.
• OnDeck-as-a-Service. We believe that an opportunity exists to leverage the decisioning strength of our platform and the
OnDeck Score, as evidenced by our recent partnerships with JPM and Intuit, both of which are or will be using our
platform to make loan decisions for their own customers. We are actively exploring these opportunities and seek to expand
the availability of OnDeck-as-a-Service to appropriate partners.
Our Sales and Marketing
We originate small business loans and may generate other revenue through three channels: direct marketing, strategic partners
and a funding advisor program. While customers can apply for a loan directly on our website, they also have the ability to initiate
contact with us through other means, such as by telephone or through a strategic partner or funding advisor. We underwrite, process
and service all of our small business loans on our platform regardless of distribution channel.
Direct Marketing
We have originated small business term loans through the direct marketing channel since 2007 and began originating lines of
credit in 2013. Through this channel, we make contact with prospective customers utilizing direct mail, outbound calling, social
media and online marketing.
Our direct sales team is located in our New York City and Denver offices. This team primarily focuses on generating loan
originations and assisting potential customers throughout the application process by responding to their questions, collecting
documentation and providing notification of application outcomes. While our website facilitates the majority of the loan application
process, customers may elect to mail, fax or email us documentation. In such cases, our direct sales team assists in collecting this
documentation. Members of the direct sales team have a commission component to their compensation that is based on loan volume
in the case of term loans and number of lines opened in the case of lines of credit.
When a customer that has previously taken a loan from us returns for a repeat loan, including customers initially acquired via
a strategic partner or funding advisor, our direct sales team typically interacts directly with the customer to help facilitate the
process. We generally still pay commissions to such strategic partner or funding advisor as well as our internal sales agent based on
the amount of the new loan to the customer, but the commission, on a percentage basis, is generally less than the commission on the
initial loan.
Strategic Partners
We have originated small business loans through our strategic partner channel since 2011. Through this channel, we are
introduced to prospective customers by third parties, who we refer to as strategic partners, that serve or otherwise have access to the
small business community in the regular course of their business. Strategic partners conduct their own marketing activities which
may include direct mail, online marketing or leveraging existing business relationships. Strategic partners include, among others,
banks, small business-focused service providers, other financial institutions, financial and accounting solution providers, payment
processors, independent sales organizations and financial and other websites. The material terms of our agreements with strategic
partners vary. In general, if a strategic partner refers a customer that takes a loan from us, we pay that strategic partner a fee based on
the amount of the funded loan. If the strategic partner uses our technology and platform, they pay us a fee and may pay additional
fees to us based on volume and productivity metrics. Such agreements also typically contain other customary terms, including
representations and warranties, covenants, termination provisions and expense allocation. Strategic partners differ from funding
advisors (described below) in that strategic partners generally provide a referral to our direct sales team and our direct sales team is
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the main point of contact with the customer. On the other hand, funding advisors serve as the main point of contact with the
customer on its initial loan and may help a customer assess multiple funding options besides those we offer. As such, funding
advisors' commissions generally exceed strategic partners' referral fees. We generally do not recover these commissions or fees
upon default of a loan. We have entered into a general marketing agreement with one strategic partner that provides for common
stock purchase warrants that vest upon reaching certain performance goals. No other fees are paid to strategic partners. Strategic
partners represent a growing portion of our originations.
Funding Advisor Program
We have originated small business loans through the funding advisor program channel since 2007. Through this channel we
make contact with prospective customers by entering into relationships with third-party independent advisors, known as Funding
Advisor Program partners, which we refer to as funding advisors or FAPs, that typically offer a variety of financial services to small
businesses, including commission-based business loan brokerage services. FAPs conduct their own marketing activities which may
include direct mail, online marketing, paid leads, television and radio advertising or leveraging existing business relationships. FAPs
include independent sales organizations, commercial loan brokers and equipment leasing firms. FAPs act as intermediaries between
potential customers and lenders by brokering business loans on behalf of potential customers. To become a FAP (a) an authorized
representative of the FAP must complete an interview with us (b) both the FAP entity and, in the vast majority of cases, owners,
senior management and sales employees of the FAP must submit to due diligence background checks, including criminal checks, (c)
the FAP must sign an agreement with us and receive training and (d) the FAP must submit to an annual process to update the due
diligence to be re-certified each year. We generally reject a prospective FAP and terminate our relationship with a current FAP if a
background check with respect to such FAP reveals the commission of a crime involving moral turpitude, financial crimes or fraud.
We also employ a senior compliance officer whose responsibilities include overseeing compliance matters involving our funding
advisor channel. Our relationships with FAPs provide for the payment of a commission at the time the term loan is funded or line of
credit account is opened. We generally do not recover these commissions upon default of a loan. As of December 31, 2015, we had
relationships with more than 500 FAPs and no single FAP was associated with more than 2% of our total originations.
Our Customers
We provide term loans and lines of credit to a diverse set of small businesses. We have funded more than $4 billion of loans
across more than 700 industries in all 50 U.S. states and Canada, and we have recently begun lending in Australia. The top five
states in which we originated loans in 2015 were California, Florida, Texas, New York and New Jersey, representing approximately
14%, 9%, 9%, 8% and 4% of our total loan originations, respectively. Our customers have a median annual revenue of
approximately $580,000, with 90% of our customers having between $150,000 and $3.5 million in annual revenue, and have been in
business for a median of 7 years, with 90% in business between 1 and 29 years.
During 2015, the average size of a term loan made was $52,330 and the average size of a line of credit extended to our
customers was $18,333.
For the year ended December 31, 2015, OnDeck Marketplace had one group of customers affiliated with Jefferies Group LLC
that accounted for approximately 13% of our total revenue, which was recognized through gain on sales of loans.
Our Financial Solution
We offer a complete financing solution for small businesses, including short term loans up to 12 months, long term loans up to
36 months and flexible lines of credit. In the fourth quarter of 2014, we instituted a program that allowed us to offer our term loan
and line of credit products to the same customers, subject to customary credit and loan underwriting procedures.
Term Loans
We offer fixed term loans to eligible small businesses. The principal amount of each term loan ranges from $5,000 to
$500,000. The principal amount of our term loan is a function of the requested borrowing amount and our credit risk assessment,
using the OnDeck Score, of the customer’s ability to repay the loan. The original term of each individual term loan ranges from 3 to
36 months. We believe that the highly tailored loan terms are a competitive advantage given the short-term, project-specific nature
of many of our customers’ borrowing needs. Customers repay our term loans through fixed automatic ACH collections from their
business bank account on either a daily or weekly basis. Certain term loans are originated by our issuing bank partners and loans that
we purchase from the issuing banks have similar performance to loans that we originate.
7
Lines of Credit
We offer a revolving line of credit with fixed six-month level-yield amortization on amounts outstanding and automated
weekly payments. The credit lines currently offered to customers are from $6,000 to $100,000. A customer may be offered a line of
credit based on our credit risk assessment of the customer’s ability to repay the line of credit. As of December 31, 2015, we do not
purchase lines of credit from issuing bank partners but we expect to do begin doing so in the first quarter of 2016.
Our Loan Pricing
Our loans are priced based on a risk assessment generated by our proprietary data and analytics engine, which includes the
OnDeck Score. Customer pricing is determined primarily based on the customer’s OnDeck Score, the loan term and origination
channel. Loans originated through direct marketing and strategic partners are generally lower cost than loans originated through
FAPs due to the commission structure of the FAP program. Additionally, we offer qualified repeat customers reduced pricing as part
of our loyalty program.
Our customers pay between $0.003 to $0.04 per month in interest for every dollar they borrow under one of our term loans,
with the actual amount typically driven by the length of term of the particular loan. Our shorter-term loans (12 months or less) are
generally discussed in “Cents on Dollar,” or COD, and/or a simple interest basis - both terms focus on total payback cost; our
longer-term loans (greater than 12 months) are generally discussed in COD and/or an annualized interest rate basis; and our lines of
credit are quoted on an APR basis. Given the use case and payback period associated with our products, we believe our customers
understand pricing on a “dollars in, dollars out” basis and are primarily focused on total payback cost. With respect to longer-term
loans, in addition to considering total payback cost, some of our customers may consider an annualized interest rate in order to help
generally compare loans of similar duration. Finally, revolving lines of credit are commonly priced and compared based on APR.
We believe that our product pricing has historically fallen between traditional bank loans to small businesses and certain non-
bank small business financing alternatives such as merchant cash advances. The weighted average pricing on our originations has
declined over time as measured by both average “Cents on Dollar” borrowed per month and APR as shown in the table below.
Q4 2015 Q3 2015 Q2 2015 Q1 2015
2014
2013
2012
Weighted Average Term Loan “Cents on Dollar”
Borrowed, per Month
Weighted Average APR—Term Loans and Lines
of Credit
1.82 ¢
1.86 ¢
2.04 ¢
2.15 ¢
2.32 ¢
2.65 ¢
2.87 ¢
41.4% 42.7% 46.5% 49.3% 54.4%
63.4% 69.0%
From 2012 to 2015, the weighted average APR for term loans and lines of credit declined from 69.0% to 63.4% to 54.4% and
finally to 44.5% in 2015. We attribute this pricing shift to increased originations from our direct and strategic partner channels as a
percentage of total originations, as well as our declining Cost of Funds Rate. “Cents on Dollar” borrowed reflects the monthly
interest paid by a customer to us for a loan, and does not include the loan origination fee and the repayment of the principal of the
loan. The APRs of our term loans currently range from 7.3% to 98.4% and the APRs of our lines of credit currently range from
14.0% to 36.0%. As noted above, because many of our loans are short term in nature and APR is calculated on an annualized basis,
we believe that small business customers tend to evaluate these loans primarily on a “Cents on Dollar” borrowed basis rather than
APR. Despite these limitations, we are exploring ways to increase standardization of pricing and comparison terms in our industry in
order to help small business customers assess their credit options. We are also providing historical APRs as supplemental
information for comparative purposes. The interest on commercial business loans is also tax deductible as permitted by law, as
compared to typical personal loans which do not provide a tax deduction. APR does not give effect to the small business customer’s
possible tax deductions and cash savings associated with business related interest expenses.
Our Platform and the Underwriting Process
We believe that our technology platform enables a significantly faster process to apply for a loan, a credit assessment that
more accurately determines a small business applicant’s creditworthiness and a superior overall experience. Our platform touches
each point of our relationship with customers, from the application process through the funding and servicing of loans.
We provide an automated, streamlined application process that potential customers may complete in as little as minutes. Our
proprietary scoring model provides applicants with a funding decision rapidly and we can then fund customers as fast as the same
day. Once funded, our customers can use our online portal and mobile applications to monitor their loan balance in real time. To the
8
customer, the process appears simple, seamless and efficient because our platform leverages sophisticated, proprietary technology to
make it possible.
We believe our platform, which has a proprietary database of more than 10 million small businesses, is a significant
competitive advantage and is one of the most important reasons that customers take loans from us.
Our Subsidiaries
We currently have nine active subsidiaries that support our business. Six of these subsidiaries are special purpose vehicles
acting as the borrower in different asset-backed revolving debt facilities and one such special purpose vehicle is the issuer under our
current asset-backed securitization vehicle.
See "Management's Discussion and Analysis of Financial Condition and Results of Operations -- Liquidity and Capital
Resources" and Note 8 of Notes to Consolidated Financial Statements elsewhere in this report for more information regarding these
subsidiaries.
Our Risk Management
Our management team has operated the business through both strong and weak economic environments and has developed
significant risk management experience and protocols. Accordingly, we employ a rigorous, comprehensive and programmatic
approach to risk management that is ingrained in our business. The objectives of our risk management program are to:
• manage the risks of the company, including developing and maintaining systems and internal controls to identify, approve,
measure, monitor, report and prevent risks;
• manage reputational and counterparty risk;
•
•
foster a strong risk-centric mindset across the company; and
control and plan for credit risk-taking consistent with expectations.
We accomplish these risk management objectives both structurally, through product and platform features, as well as by
employing a team of risk management professionals focused on credit and portfolio risks and broader enterprise risks.
The structural protections inherent in our products and technology platform enable us to provide real-time risk monitoring and
management. From an underwriting perspective, we make credit decisions based on real-time performance data about our small
business customers. We believe that the data and analytics powering the OnDeck Score can predict the creditworthiness of a small
business better than models that rely solely on the personal credit score of the small business owner. Our analysis suggests that the
current iteration of our proprietary credit-scoring model has become 89% more accurate at identifying credit risk in small businesses
across a range of credit risk profiles than personal credit scores alone.
In addition, because our products generally require automated payback either each business day or weekly and allow for
ongoing data collection, we obtain early-warning indicators that provide a high degree of visibility not just on individual loans, but
also macro portfolio trends. Insights gleaned from such real-time performance data enable us to be agile and adapt quickly to
changing conditions. For the year ended December 31, 2015, the average length of a term loan at origination was approximately
12.4 months. The rapid amortization and recovery of amounts from short-term loans limits our overall loss exposure.
Organizationally, we have a risk management committee, comprised of members of our board of directors, that meets
regularly to examine credit risks and enterprise risks of the company. We also have subcommittees of our risk management
committee that are comprised of members of our management team that monitor credit risks, enterprise risks and other risks of the
company.
In addition, we have teams of non-management employees within the company that monitor these and other risks. Our credit
risk team is responsible for portfolio management, allowance for loan losses, or ALLL, credit model validation and underwriting
performance. This team engages in numerous risk management activities, including reporting on performance trends, monitoring of
portfolio concentrations and stability, performing economic stress tests on our portfolio, randomly auditing underwriting processes
and loan decisions and conducting peer benchmarking and exogenous risk assessments.
Our enterprise risk team focuses on the following additional risks:
•
ensuring our IT systems, security protocols, and business continuity plans are well established, reviewed and tested;
9
•
•
establishing and testing internal controls with respect to financial reporting; and
regularly reviewing the regulatory environment to ensure compliance with existing laws and anticipate future regulatory
changes that may impact us.
Our management team also closely monitors our competitive landscape in order to assess competitive threats. Finally, from a
capital availability perspective, we employ a diverse and scalable funding strategy that allows us to access debt facilities, the
securitization markets and institutional capital through OnDeck Marketplace, reducing our dependence on any one source of capital.
Our Information Technology and Security
Our network is configured with multiple layers of security to isolate our databases from unauthorized access. We use
sophisticated security protocols for communication among applications. All of our public APIs and websites use Transport Layer
Security.
Our systems infrastructure is deployed on a private cloud hosted in co-located redundant data centers in New Jersey and
Colorado. We believe that we have enough physical capacity to support our operations for the foreseeable future. We have multiple
layers of redundancy to ensure reliability of network service and have 99.9% monthly uptime. We also have a working data
redundancy model with comprehensive backups of our databases and software taken nightly.
Our Intellectual Property
We protect our intellectual property through a combination of trademarks, trade dress, domain names, copyrights, trade secrets
and patents, as well as contractual provisions and restrictions on access to our proprietary technology.
We have registered trademarks in the United States and Canada for “OnDeck,” “OnDeck Score,” “OnDeck Marketplace,” the
OnDeck logo and many other trademarks. We also have filed other trademark applications in the United States and certain other
jurisdictions and will pursue additional trademark registrations to the extent we believe it will be beneficial.
Our Employees
As of December 31, 2015, we had 638 full-time employees located throughout our New York, Denver, Virginia and Sydney
Australia offices as well as several employees in remote locations.
We are proud of our culture, which is anchored by four key values:
Ingenuity
We create new solutions to old problems. We imagine what’s possible and seek out innovation and
technology to reinvent small business financing and delight our customers.
Passion
We think big and act boldly. We care intensely about each other, our company, and the small businesses we
serve.
Openness
We are collaborative and accessible. We know that the best outcomes come when we work together.
Impact
We focus on results. We are committed to making every day count and constantly strive to improve our
business. We work to make a difference to small businesses, their customers and our employees.
We consider our relationship with our employees to be good and we have not had any work stoppages. Additionally, none of
our employees are represented by a labor union or covered by a collective bargaining agreement.
Government Regulation
We are affected by laws and regulations that apply to businesses in general, as well as to commercial lending. This includes a
range of laws, regulations and standards that address information security, data protection, privacy, licensing and interest rates,
among other things. However, because we do not take deposits and are engaged in commercial lending, we are not subject to the
laws and rules that only apply to banks and consumer lenders.
10
State Lending Regulations
Interest Rate Regulations
Although the federal government does not regulate the maximum interest rates that may be charged on commercial loan
transactions, some states have enacted commercial rate laws specifying the maximum legal interest rate at which loans can be made
in the state. We only originate commercial loans and do so under Virginia law. Virginia does not have rate limitations on commercial
loans of $5,000 or more or licensing requirements for commercial lenders making such loans. Our underwriting, servicing,
operations and collections teams are headquartered in Arlington, Virginia, and that is where the commercial loan contracts are made.
All loans originated directly by us provide that they are to be governed by Virginia law. With respect to loans where we work with a
partner or issuing bank, the issuing bank may utilize the law of the jurisdiction applicable to the bank in connection with its
commercial loans.
Licensing Requirements
In states and jurisdictions that do not require a license to make commercial loans, we make term loans and extend lines of
credit directly to customers pursuant to Virginia law, which is the governing law we require in the underlying loan agreements with
our customers. There are five states that have licensing requirements where we do not make any term loans and instead purchase
term loans made by our issuing bank partners: California, Nevada, North Dakota, South Dakota and Vermont. Historically, due to
regulatory limitations, in those five states we have neither originated lines of credit directly nor acquired line of credit draws under
lines of credit extended by issuing bank partners. In addition to those five states, there are other states and jurisdictions that require a
license or have other requirements to make certain commercial loans, including both term loans and lines of credit, and may not
honor a Virginia choice of law. In these other states, historically we have originated some term loans directly but purchased other
term loans from issuing bank partners. Those other states assert either that their own licensing laws and requirements should
generally apply to commercial loans made by nonbanks or apply to commercial loans made by nonbanks of certain principal
amounts or with certain interest rates or other terms. In such other states and jurisdictions and in some other circumstances, term
loans are made by an issuing bank partner that is not subject to state licensing, and may be sold to us. Through December 31, 2015,
in such other states we have neither originated lines of credit directly nor acquired line of credit draws under lines of credit extended
by issuing bank partners. For the years ended December 31, 2015, 2014 and 2013, loans made by issuing bank partners constituted
12.4%, 15.9% and 16.1%, respectively, of our total loan originations. As customer acceptance of our line of credit increases, we
expect that certain lines of credit will be extended by an issuing bank partner in all 50 states in the U.S. and we may purchase loans
drawn under those lines of credit.
The issuing bank partner establishes its underwriting criteria for the issuing bank partner program in consultation with us. We
recommend term loans to the issuing bank partner which meet that bank partner's underwriting criteria, at which point the issuing
bank partner may elect to fund the term loan. If the issuing bank partner decides to fund the term loan, it retains the economics on
the loan for the period that it owns the loan. The issuing bank partner earns origination fees from the customers who borrow from it
and in addition retains the interest paid during the period that the issuing bank partner holds the loan. In exchange for recommending
loans to an issuing bank partner, we earn a marketing referral fee based on the loans recommended to, and funded by, that issuing
bank partner. Historically, we have been the purchaser of the loans that we refer to issuing bank partners. Beginning in the first
quarter of 2016, we expect to have similar arrangements to purchase loans drawn under lines of credit extended by an issuing bank
partner. Our agreements with issuing bank partners also provide for collateral accounts, which are maintained at each respective
issuing bank. These accounts serve as cash collateral for the performance of our obligations under the agreements, which among
other things may include compliance with certain covenants, and also serve to indemnify each issuing bank partner for breaches by
us of representations and warranties where it suffers damages as a result of the loans that we refer to it. The initial term of our
agreement with BofI Federal Bank, or BofI, was for two years, and the agreement automatically extends for one-year periods unless
nonrenewal notice is provided by either party. The agreement with BofI may not be assigned without the prior written consent of
the non-assigning party. The agreement with BofI will expire and not be renewed in July 2016. The initial term of our agreement
with Celtic Bank, or Celtic, is for three years and the agreement automatically extends for one-year periods unless terminated by
either party. Celtic is an industrial bank chartered by the state of Utah and makes small business and certain other loans. The
agreement with Celtic may not be assigned without the prior written consent of the non-assigning party.
We are not required to have licenses to make commercial loans under state law as currently in effect and our operations as
presently conducted. Virginia, unlike some other jurisdictions, does not require licensing of commercial lenders. Because we make
loans from Virginia in accordance with the Virginia choice of law in our loan agreements, we are not required to be licensed as a
lender in other jurisdictions that honor the Virginia choice of law.
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Federal Lending Regulations
We are a commercial lender and as such there are federal laws and regulations that affect our and other lenders’ lending
operations. These laws include, among others, portions of the Wall Street Reform and Consumer Protection Act, or the Dodd-Frank
Act, anti-money laundering requirements (such as the Bank Secrecy Act of 1970 and the law commonly referred to as the USA
PATRIOT Act), Equal Credit Opportunity Act, Fair Credit Reporting Act, privacy regulations (such as the Right to Financial Privacy
Act of 1978), Telephone Consumer Protection Act of 1991, and requirements relating to unfair, deceptive, or abusive acts or
practices.
Competition
The small business lending market is highly competitive and fragmented. We expect competition to continue to increase in the
future. We believe the principal factors that generally determine a company’s competitive advantage in our market include the
following:
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ease of process to apply for a loan;
brand recognition and trust;
loan features, including rate, term and pay-back method;
loan product fit for business purpose;
transparent description of key terms;
effectiveness of customer acquisition; and
customer experience.
Our principal competitors include traditional banks, legacy merchant cash advance providers, and newer, technology-enabled
lenders.
Facilities
The following information regarding our principal facilities is as of December 31, 2015. Our corporate headquarters is located
in New York, New York, where we lease approximately 81,800 square feet of office space pursuant to a lease expiring in 2026. We
lease approximately 18,600 square feet of office space in Arlington, Virginia for our underwriting, servicing, collections and
operations headquarters under a lease that expires in 2022. We also lease approximately 71,900 square feet of office space in
Denver, Colorado under a sublease that expires in 2026 and approximately 22,500 square feet of office space in Denver, Colorado
under a lease that expires in January 2016. We believe these facilities are adequate to meet our existing needs. Our leases are further
described in Item 2 and Note 15 of Notes to Consolidated Financial Statements elsewhere in this report.
Disclosure of Information
We recognize that in today’s environment, our current and potential investors, the media and others interested in us look to
social media and other online sources for information about us. We believe that these sources represent important communications
channels for disseminating information about us, including information that could be deemed to constitute material non-public
information. As a result, in addition to our investor relations website (http://investors.ondeck.com), filings made with the SEC, press
releases we issue from time to time, and public webcasts and conference calls, we have used and intend to continue to use various
social media and other online sources to disseminate information about us and, without limitation, our general business
developments; financial performance; product and service offerings; research, development and other technical updates;
relationships with customers, platform providers and other partners; and market and industry developments. We intend to use the
following social media and other websites for the dissemination of information:
Our blog: https://www.ondeck.com/blog
Our Twitter feed: http://twitter.com/ondeckcapital
Our CEO, Noah Breslow’s Twitter feed: http://twitter.com/noahbreslow
Our Facebook page: http://www.facebook.com/OnDeckCapital
Our corporate LinkedIn page: https://www.linkedin.com/company/ondeck
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We invite our current and potential investors, the media and others interested in us to visit these sources for information
related to us. Please note that this list of social media and other websites may be updated from time to time on our investor relations
website and/or filings we make with the SEC.
Industry and Market Data
This report contains estimates, statistical data, and other information concerning our industry that are based on industry
publications, surveys and forecasts. The industry and market information included in this report involves a number of assumptions
and limitations, and you are cautioned not to give undue weight to such information.
The sources of industry and market data contained in this report are listed below:
FDIC, Loans to Small Businesses and Farms, FDIC-Insured Institutions 1995-2015, Q4 2015.
Federal Reserve Bank of New York, Small Business Credit Survey Spring 2014, August 2014.
Federal Reserve Banks of New York, Atlanta, Cleveland and Philadelphia Joint Small Business Credit Survey, January
2015
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• Oliver Wyman, Financing Small Businesses, 2013.
The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors, including those
described in Item 1A. Risk Factors and elsewhere in this report. These and other factors could cause our actual results to differ
materially from those expressed in the estimates made by the independent parties and by us.
Item 1A.
Risk Factors
Our current and prospective investors should carefully consider the following risks and all other information contained in this
report, including our consolidated financial statements and the related notes, “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” and the “Cautionary Note Regarding Forward-Looking Statements,” before making
investment decisions regarding our securities. The risks and uncertainties described below are not the only ones we face, but include
the most significant factors currently known by us. Additional risks and uncertainties that we are unaware of, or that we currently
believe are not material, also may become important factors that affect us. If any of the following risks materialize, our business,
financial condition and results of operations could be materially harmed. In that case, the trading price of our securities could
decline, and you may lose some or all of your investment.
We have a limited operating history in an evolving industry, which makes it difficult to evaluate our future prospects and may
increase the risk that we will not be successful.
We have a limited operating history in an evolving industry that may not develop as expected. Assessing our business and
future prospects is challenging in light of the risks and difficulties we may encounter. These risks and difficulties include our ability
to:
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increase the number and total volume of term loans and lines of credit we extend to our customers;
improve the terms on which we lend to our customers as our business becomes more efficient;
increase the effectiveness of our direct marketing, as well as our strategic partner and funding advisor program customer
acquisition channels;
increase repeat borrowing by existing customers;
successfully develop and deploy new products;
successfully maintain our diversified funding strategy, including through the OnDeck Marketplace and future securitization
transactions;
favorably compete with other companies that are currently in, or may in the future enter, the business of lending to small
businesses;
successfully navigate economic conditions and fluctuations in the credit market;
effectively manage the growth of our business;
obtain debt or equity capital on attractive terms;
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•
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successfully expand internationally; and
anticipate changes to an evolving regulatory environment.
We may not be able to successfully address these risks and difficulties, which could harm our business and cause our operating
results to suffer.
Our recent, rapid growth may not be indicative of our future growth and, if we continue to grow rapidly, we may not be able to
manage our growth effectively.
Our gross revenue grew to $254.8 million in 2015 from $158.1 million in 2014 and from $65.2 million in 2013. We expect
that, in the future, even if our revenue continues to increase, our rate of revenue growth will decline.
In addition, we expect to continue to expend substantial financial and other resources on:
•
personnel, including expanding our technology and analytics team and significant increases to the total compensation we
pay our employees as we grow our employee headcount;
• marketing, including expenses relating to increased direct marketing efforts;
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product development, including the continued development of our platform and OnDeck Score;
diversification of funding sources, including through OnDeck Marketplace;
expansion into new markets, including international geographies;
office space, as we increase the space we need for our growing employee base;
establishing and maintaining strategic partnerships; and
general administration, including legal, accounting and other compliance expenses related to being a public company.
In addition, our historical rapid growth has placed, and may continue to place, significant demands on our management and
our operational and financial resources. Finally, our organizational structure is becoming more complex as we add additional staff,
and we will need to improve our operational, financial and management controls as well as our reporting systems and procedures. If
we cannot manage our growth effectively, our financial results will suffer.
We have a history of losses and may not achieve consistent profitability in the future.
We generated net losses of $2.2 million, $18.7 million and $24.4 million in 2015, 2014 and 2013, respectively. As of
December 31, 2015, we had an accumulated deficit of $128.3 million. We will need to generate and sustain increased revenue levels
in future periods in order to become profitable in the future, and, even if we do, we may not be able to maintain or increase our level
of profitability. We intend to continue to expend significant funds to expand our marketing and sales operations and technology and
analytics team, increase our customer service and general loan servicing capabilities, meet the increased compliance requirements
associated with our transition to and operation as a public company, lease additional space for our growing employee base, upgrade
our data center infrastructure and expand into new markets. In addition, we record our loan loss provision as an expense to account
for the possibility that loans we intend to hold (rather than sell) may not be repaid in full. Because we incur a given loan loss
expense at the time that we issue the loans we intend to hold, we expect the aggregate amount of this expense to grow as we increase
the number and total amount of loans we make to our customers.
Our efforts to grow our business may be more costly than we expect, and we may not be able to increase our revenue enough
to offset our higher operating expenses. We may incur significant losses in the future for a number of reasons, including the other
risks described in this report, and unforeseen expenses, difficulties, complications and delays, and other unknown events. If we are
unable to achieve and sustain profitability, the market price of our common stock may significantly decrease.
Worsening economic conditions may result in decreased demand for our loans, cause our customers’ default rates to increase
and harm our operating results.
Uncertainty and negative trends in general economic conditions in the United States and abroad, including significant
tightening of credit markets, historically have created a difficult environment for companies in the lending industry. Many factors,
including factors that are beyond our control, may have a detrimental impact on our operating performance. These factors include
general economic conditions, unemployment levels, energy costs and interest rates, as well as events such as natural disasters, acts
of war, terrorism and catastrophes.
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Our customers are small businesses. Accordingly, our customers have historically been, and may in the future remain, more
likely to be affected or more severely affected than large enterprises by adverse economic conditions. These conditions may result in
a decline in the demand for our loans by potential customers or higher default rates by our existing customers. If a customer defaults
on a loan payable to us, the loan enters a collections process where our systems and collections teams initiate contact with the
customer for payments owed. If a loan is subsequently charged off, in the past we have generally sold the loan to a third-party
collection agency in exchange for only a small fraction of the remaining amount payable to us.
In addition, we are changing our collections strategy to retain more and sell fewer charged-off loans, with the goal of
achieving higher recoveries. There is no assurance that this strategy will be successful, and it could result in lower recoveries than
we have realized historically from selling charged-off loans. It may also lead to increased litigation, negative publicity and harm to
our reputation.
There can be no assurance that economic conditions will remain favorable for our business or that demand for our loans or
default rates by our customers will remain at current levels. Reduced demand for our loans would negatively impact our growth and
revenue, while increased default rates by our customers may inhibit our access to capital, harm our ability to grow or maintain our
OnDeck Marketplace program and negatively impact our profitability. Changes in the financial markets, including changes in credit
markets and interest rates, can also impact the price that investors are willing to pay for our loans through OnDeck Marketplace, if
at all, which can adversely impact our gain on sale revenue and limit our financing alternatives. Furthermore, we have received a
large number of applications from potential customers who do not satisfy the requirements for an OnDeck loan. If an insufficient
number of qualified small businesses apply for our loans, our growth and revenue could decline.
Our business may be adversely affected by disruptions in the credit markets or our failure to comply with our debt agreements,
including reduced access to credit and other financing.
Historically, we have depended on debt facilities and other forms of debt in order to finance most of the loans we
make to our customers. However, we cannot guarantee that these financing sources will continue to be available beyond the
current maturity date of each debt facility, on reasonable terms or at all. As the volume of loans that we make to customers on
our platform increases, we may require the expansion of our borrowing capacity on our existing debt facilities and other debt
arrangements or the addition of new sources of capital. The availability of these financing sources depends on many factors,
some of which are outside of our control. We may also experience the occurrence of events of default or breaches of financial
performance or other covenants under our debt agreements, which could reduce or terminate our access to institutional funding.
In addition, in the aggregate, OnDeck Marketplace has become a significant element of our funding strategy,
representing 34.3% of our 2015 term loan originations. To the extent that the institutional investors that purchase loans from us
through OnDeck Marketplace rely on credit to finance those loan purchases, disruptions in the credit market could also harm
our ability to grow or maintain OnDeck Marketplace. We also rely on securitization as part of our funding strategy
and completed our first securitization transaction in May 2014. There can be no assurance that investors will continue to
purchase our loans via our OnDeck Marketplace or that we will be able to successfully access the securitization markets again.
Furthermore, because we only recently began accessing these sources of capital, there is a greater possibility that these sources
of capital may not be available in the future. In the event of a sudden or unexpected shortage of funds in the banking and
financial system, we cannot be sure that we will be able to maintain necessary levels of funding without incurring high funding
costs, a reduction in the term of funding instruments or the liquidation of certain assets. If we were to be unable to arrange new
or alternative methods of financing on favorable terms, we may have to curtail our origination of loans, which could have a
material adverse effect on our business, financial condition, operating results and cash flow.
Our access to financing and our business may be adversely affected by increases in customer default rates, which could make us
and our loans less attractive to institutional purchasers in OnDeck Marketplace, lenders under debt facilities and investors in
securitizations.
We principally rely on OnDeck Marketplace, credit facilities and securitization to fund our loans. Increases in customer
default rates could make us and our loans less attractive to our existing (or prospective) funding sources. If our existing
funding sources do not achieve their desired financial returns or if they suffer losses, they (or prospective funding sources) may
increase the cost of providing financing or refuse to provide financing on terms acceptable to us or at all. Purchasers of loans
in OnDeck Marketplace bear the risks of loan ownership. Unsatisfactory performance of our loans may reduce investor
confidence and reduce the willingness of investors to participate in OnDeck Marketplace, which could harm our ability to grow
or maintain OnDeck Marketplace. In addition, the gain on sale of loans through OnDeck Marketplace has become an important
part of our financial performance, contributing $53.4 million, or 20.9% of our 2015 gross revenue. OnDeck Marketplace sales
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have the effect of accelerating possible future revenue by generating gains at the time of sale, thereby reducing the future
returns as compared to holding loans to maturity.
Our debt facilities for our funding debt and our securitization are non-recourse to On Deck Capital, Inc. and are
collateralized by loans. If the loans securing such debt facilities and securitization fail to perform as expected, the lenders
under our credit facilities and investors in our securitization, or future lenders or investors in similar arrangements, may
increase the cost of providing financing or refuse to provide financing on terms acceptable to us or at all.
In those events, if we were to be unable to arrange new or alternative methods of financing on favorable terms, we may
have to curtail or cease our origination of loans, which could have a material adverse effect on our business, financial
condition, operating results and cash flow.
Many of our strategic partnerships are nonexclusive and subject to termination options that, if terminated, could harm the
growth of our customer base and negatively affect our financial performance. Additionally, these partners are concentrated and
the departure of a significant partner could have a negative impact on our operating results.
We rely on strategic partners for referrals of an increasing portion of our customers and our growth depends in part on the
growth of these referrals. Over the last three years, loans issued to customers referred to us by our strategic partners have grown to
become an increasingly significant percentage of our total loan originations.
Many of our strategic partnerships do not contain exclusivity provisions that would prevent such partners from providing leads
to competing companies. In addition, the agreements governing these partnerships contain termination provisions that, if exercised,
would terminate our relationship with these partners. These agreements also contain no requirement that a partner refer us any
minimum number of leads. There can be no assurance that these partners will not terminate our relationship with them or continue
referring business to us in the future, and a termination of the relationship or reduction in leads referred to us would have a negative
impact on our revenue and operating results.
In addition, a small number of strategic partners refer to us a significant portion of the loans made within this channel. In
2015, 2014 and 2013, loans issued to customers referred to us by our top four strategic partners constituted 11.5%, 9.8% and 6.8%
of our total loan originations, respectively. In the event that one or more of these significant strategic partners terminated our
relationship or reduced the number of leads provided to us, our business would be harmed.
To the extent that Funding Advisor Program partners or direct sales agents mislead loan applicants or are engaging or previously
engaged in disreputable behavior, our reputation may be harmed and we may face liability.
We rely on third-party independent advisors, including business loan brokers, which we call Funding Advisor Program
partners, or FAPs, for referrals of a significant portion of the customers to whom we issue loans. In 2015, 2014 and 2013, loans
issued to customers whose applications were submitted to us via the FAP channel constituted 28.0%, 41.4% and 56.4% of our total
loan originations, respectively. Historically, our practice has been to conduct a personal criminal background check on one of the
authorized representatives of each prospective FAPs as one element of the FAP application process; however, in 2015 we
significantly enhanced the scope and nature of the due diligence for both prospective FAPs and retroactively to existing FAPs.
Because FAPs earn fees on a commission basis, FAPs may have an incentive to mislead loan applicants, facilitate the
submission by loan applicants of false application data or engage in other disreputable behavior so as to earn additional commissions
on those inaccurate loan applications. In addition, while we strictly prohibit, by policy and contract, all FAPs from charging
customers any additional unauthorized fees, it is possible that some FAPs may attempt to charge such fees despite our prohibition.
We also rely on our direct sales agents for customer acquisition in our direct marketing channel, and these sales agents may also
engage in disreputable behavior to increase our customer base. If FAPs or our direct sales agents mislead our customers or engage in
any other disreputable behavior, our customers are less likely to be satisfied with their experience and to become repeat customers,
and we may be subject to costly and time-consuming litigation, each of which could harm our reputation and operating performance.
We have been subject to negative publicity related to our FAP channel, including regarding the alleged backgrounds of certain of
their employees. If we continue to experience such negative publicity, our ability to continue to increase our revenue could be
impaired and our business could otherwise be materially and negatively impacted.
We have implemented certain enhanced contractual provisions and compliance-related measures related to our funding advisor
channel in addition to enhanced due diligence and screening procedures described above. While these measures were intended to
improve certain aspects and reduce the risks of how we work with funding advisors and how they work with our customers, we
cannot assure you whether these measures will work or continue to work as intended, that other compliance-related concerns will
not emerge in the future, that the funding advisors will comply with these measures, and that these measures will not negatively
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impact our business from this channel, including our financial performance, or have other unintended or negative impacts on our
business beyond the FAP channel, such as with existing or potential strategic partners, customers or funding sources.
We pay commissions to our strategic partners and FAPs upfront and generally do not recover them in the event the related loan
or line of credit is eventually charged off.
We pay commissions to strategic partners and FAPs on the term loans and lines of credit we originate through these channels.
We pay these commissions at the time the term loan is funded or line of credit is opened. However, we generally do not require that
this commission be repaid to us in the event of a default on a term loan or line of credit. While we generally discontinue working
with strategic partners and FAPs that refer customers to us that ultimately have unacceptably high levels of defaults, to the extent
that our strategic partners and FAPs are not at risk of forfeiting their commissions in the event of defaults, they may to an extent be
indifferent to the riskiness of the potential customers that they refer to us.
If the information provided by customers to us is incorrect or fraudulent, we may misjudge a customer’s qualification to receive a
loan and our operating results may be harmed.
Our lending decisions are based partly on information provided to us by loan applicants. To the extent that these applicants
provide information to us in a manner that we are unable to verify, the OnDeck Score may not accurately reflect the associated risk.
In addition, data provided by third-party sources is a significant component of the OnDeck Score and this data may contain
inaccuracies. Inaccurate analysis of credit data that could result from false loan application information could harm our reputation,
business and operating results.
In addition, we use identity and fraud checks analyzing data provided by external databases to authenticate each customer’s
identity. From time to time in the past, these checks have failed and there is a risk that these checks could also fail in the future, and
fraud may occur. We may not be able to recoup funds underlying loans made in connection with inaccurate statements, omissions of
fact or fraud, in which case our revenue, operating results and profitability will be harmed. Fraudulent activity or significant
increases in fraudulent activity could also lead to regulatory intervention, negatively impact our operating results, brand and
reputation and require us to take steps to reduce fraud risk, which could increase our costs.
Our current level of interest rate spread and gains of sales of loans in our OnDeck Marketplace program may decline in the
future. Any material reduction in our interest rate spread or gains on sales of loans could harm our business, results of
operations and financial condition.
We earn a majority of our revenues from interest payments on the loans we make to our customers. Financial institutions and
other funding sources provide us with the capital to fund these term loans and lines of credit and charge us interest on funds that we
draw down. In the event that the spread between the rate at which we lend to our customers and the rate at which we borrow from
our lenders decreases, our financial results and operating performance will be harmed. The interest rates we charge to our customers
and pay to our lenders could each be affected by a variety of factors, including access to capital based on our business performance,
the volume of loans we make to our customers, competition and regulatory requirements. These interest rates may also be affected
by a change over time in the mix of the types of products we sell to our customers and investors, the mix of new and renewal loans
and a shift among our channels of customer acquisition. Interest rate changes may adversely affect our business forecasts and
expectations and are highly sensitive to many macroeconomic factors beyond our control, such as inflation, recession, the state of
the credit markets, changes in market interest rates, global economic disruptions, unemployment and the fiscal and monetary
policies of the federal government and its agencies. In addition, we generate gains on sales of loans to institutional investors through
our OnDeck Marketplace program. The prices we are able to charge for loans we sell are based on a variety of factors, including the
terms and credit risk associated with loans, the historical credit performance of the loans we sell, investor demand and other factors.
If these variables or others were to change, we might be required to reduce our sales prices on loans, sell fewer loans or both, which
could reduce our gains on sales of loans in the OnDeck Marketplace program. Any material reduction in our interest rate spread or
gains on sale of loans could have a material adverse effect on our business, results of operations and financial condition.
If the choice of law provisions in our loan agreements are found to be unenforceable, we may be found to be in violation of state
interest rate limit laws.
Although the federal government does not currently regulate the maximum interest rates that may be charged on commercial
loan transactions, many states have enacted interest rate limit laws specifying the maximum legal interest rate at which loans can be
made in their state. We apply Virginia law to the underlying agreement for loans that we originate because our loans are
underwritten and entered into in the state of Virginia, where our underwriting, servicing, operations and collections teams are
headquartered.
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Virginia does not limit interest rates on commercial loans of $5,000 or more. Assuming a court were to recognize this choice
of law provision, Virginia law would be applied to a dispute between the customer and us regardless of where the customer is
located. We intend for Virginia law to control over state interest rate limit laws that would otherwise be applicable to these loans.
We are not aware of any broad-based legal challenges to date to the applicability of Virginia law to these loans or the loans of other
companies. However, many laws to which we are subject were adopted prior to the advent of the internet and related technologies
and, as a result, do not expressly contemplate or address the unique issues of the internet such as the applicability of laws to online
transactions, including in our case, the origination of loans. In addition, many laws that do reference the internet are being
interpreted by the courts, but their applicability and scope remain uncertain. As a result, we cannot predict whether a court may seek
to apply a different choice of law to our loans or to otherwise invalidate the applicability of Virginia law to our loans. If the
applicability of Virginia law to these loans were challenged, and these loans were found to be governed by the laws of another state,
and such other state has an interest rate limit law that prohibits the interest rate in effect with respect to such loans, the obligations of
our customers to pay all or a portion of the interest and principal on these loans could be found unenforceable. A judgment that the
choice of law provisions in our loan agreements is unenforceable also could result in costly and time-consuming litigation, penalties,
damage to our reputation, trigger repurchase obligations, negatively impact the terms of our future loans and harm our operating
results. Likewise, a judgment that the choice of law provision in other commercial loan agreements is unenforceable could result in
challenges to our choice of law provision and that could result in costly and time-consuming litigation. In addition, it could cause us
to incur substantial additional expense to comply with the laws of various states, including either our licensing as a lender in the
various states, or requiring us to place more loans through our issuing bank partners.
Issuing bank partners with whom we have agreements lend to customers in certain states. If our relationships with issuing bank
partners were to end or the legal structure supporting such relationships were to be successfully challenged, then we may have to
comply with additional restrictions, and certain states may require us to obtain a lending license.
In states that do not require a license to make commercial loans, we make term loans directly to customers pursuant to Virginia
law, which is the governing law we require in the underlying loan agreements with our customers. However, twelve states and
jurisdictions, namely Alaska, California, Kentucky, Maryland, Minnesota, Nebraska, Nevada, North Dakota, South Dakota,
Vermont, Washington, D.C., and West Virginia, require a license to make certain commercial loans and may not honor a Virginia
choice of law. They assert either that their own licensing laws and requirements should generally apply to commercial loans made
by nonbanks or apply to commercial loans made by nonbanks of certain principal amounts or with certain interest rates or other
terms. In such states and jurisdictions and in some other circumstances, term loans are made by our issuing bank partners that are
not subject to state licensing and may be sold to us. For the years ended December 31, 2015, 2014 and 2013, loans made by issuing
bank partners constituted 12.4%, 15.9% and 16.1%, respectively, of our total loan originations. These loans are not governed by
Virginia law, but rather the laws of the issuing bank partner’s home state, California law in the case of our issuing bank partner BofI
Federal Bank and Utah law in the case of our issuing bank partner Celtic Bank. The remainder of our term loans provide that they
are to be governed by Virginia law. Our issuing bank partners currently originate all of our loans in California, Nevada, North
Dakota, South Dakota and Vermont as well as some loans in other states and jurisdictions in addition to those listed above. Although
such states and jurisdictions may have licensing requirements and/or interest rate caps that purport to apply to some or all
commercial loans, all such licensing requirements and/or caps that would otherwise be applicable are federally preempted when
these loans are originated by our federally chartered or state chartered issuing bank partners. As a result, loans originated by our
issuing bank partners are generally priced the same as loans originated by us under Virginia law. While the other 39 U.S. states
where we originate loans currently honor our Virginia choice of law, future legal changes could result in any one or more of those
states no longer honoring our Virginia choice of law. In that case, we could address the legal change in a manner similar to how we
approach the nine states and jurisdictions that currently require licensing and may not honor a Virginia choice of law, or we could
consider other approaches, including licensing.
In May 2015, the U.S. Court of Appeals for the Second Circuit held in Madden v. Midland Funding, LLC that a nonbank
assignee of loans originated by a national bank was not entitled to the benefits of federal preemption as to state law claims of usury.
The Second Circuit includes the states of Connecticut, New York and Vermont so the decision is binding in those states. The
nonbank assignee has petitioned the Supreme Court of the United States to hear the case and reverse the decision of the Second
Circuit. The Supreme Court only hears a small fraction of cases as to which a hearing is sought, and even if the case is heard, there
is no assurance that the Supreme Court would reverse the decision of the Second Circuit. If the Supreme Court were to hear the case
and affirm the Second Circuit's decision, then the holding of the case would apply not only in the Second Circuit but also throughout
the entire United States. Also, from time to time in the past the Second Circuit has been an influential court whose precedents have
had impacts on decisions in courts in other parts of the United States. Any extension of Second Circuit's decision, either within or
without the states in the Second Circuit, could challenge the preemption of state laws setting interest rate limitations for those loans
made by our issuing bank partners.
If we were otherwise not able to work with an issuing bank partner or if we were to seek to make loans directly in those states
referenced above, we would have to attempt to comply with the laws of these states in other ways, including through obtaining
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lending licenses. Compliance with the laws of such states could be costly, and if we are unable to obtain such licenses, our loan
volume could substantially decrease and our revenues, growth and profitability would be harmed. In addition, if our activities under
the current arrangement with issuing bank partners were deemed to constitute lending within any such jurisdiction, we could be
found to have engaged in impermissible lending within such jurisdictions. As a result, we could be subjected to fines and other
penalties, all or a portion of the principal and interest charged on the applicable loans could be found to be unenforceable and, to the
extent it is determined that such loans were not originated in accordance with all applicable laws, we could be obligated to
repurchase any loans from our debt facilities and OnDeck Marketplace participants that failed to comply with such legal
requirements. Any finding that we engaged in lending in states in which we are unlicensed to do so could lead to litigation, harm our
reputation and negatively impact our operating expenses and profitability.
An increase in customer default rates may reduce our overall profitability and could also affect our ability to attract institutional
funding. Further, historical default rates may not be indicative of future results.
Customer default rates may be significantly affected by economic downturns or general economic conditions beyond our
control and beyond the control of individual customers. In particular, loss rates on customer loans may increase due to factors such
as prevailing interest rates, the rate of unemployment, the level of consumer and business confidence, commercial real estate values,
the value of the U.S. dollar, energy prices, changes in consumer and business spending, the number of personal bankruptcies,
disruptions in the credit markets and other factors. We offer both our term loan and line of credit products to the same customers,
subject to customary credit and loan underwriting procedures. To the extent that our customers borrow from us under both products
and default, our losses could be greater than if we had offered them only one product. In addition, as of December 31, 2015,
approximately 24.8% of our total loans outstanding related to customers with fewer than five years of operating history. While our
OnDeck Score is designed to establish that, notwithstanding such limited operating and financial history, customers would be a
reasonable credit risk, our loans may nevertheless be expected to have a higher default rate than loans made to customers with more
established operating and financial histories. In addition, if default rates reach certain levels, the principal of our securitized notes
may be required to be paid down, and we may no longer be able to borrow from our debt facilities to fund future loans. In addition,
if customer default rates increase beyond forecast levels, returns for investors in our OnDeck Marketplace program will decline and
demand by investors to participate in this program will decrease, each of which will harm our reputation, operating results and
profitability.
Our risk management efforts may not be effective.
We could incur substantial losses and our business operations could be disrupted if we are unable to effectively identify,
manage, monitor and mitigate financial risks, such as credit risk, interest rate risk, liquidity risk, and other market-related risk, as
well as operational risks related to our business, assets and liabilities. To the extent our models used to assess the creditworthiness of
potential customers do not adequately identify potential risks, the OnDeck Score produced would not adequately represent the risk
profile of such customers and could result in higher risk than anticipated. Our risk management policies, procedures, and techniques,
including our use of our proprietary OnDeck Score technology, may not be sufficient to identify all of the risks we are exposed to,
mitigate the risks that we have identified or identify concentrations of risk or additional risks to which we may become subject in the
future.
We rely on our proprietary credit-scoring model in the forecasting of loss rates. If we are unable to effectively forecast loss rates,
it may negatively impact our operating results.
In making a decision whether to extend credit to prospective customers, we rely heavily on our OnDeck Score, the credit score
generated by our proprietary credit-scoring model and decisioning system, an empirically derived suite of statistical models built
using third-party data, data from our customers and our credit experience gained through monitoring the performance of our
customers over time. If our proprietary credit-scoring model and decisioning system fails to adequately predict the creditworthiness
of our customers, or if our proprietary cash flow analytics system fails to assess prospective customers’ financial ability to repay
their loans, or if any portion of the information pertaining to the prospective customer is false, inaccurate or incomplete, and our
systems did not detect such falsities, inaccuracies or incompleteness, or any or all of the other components of the credit decision
process described herein fails, we may experience higher than forecasted losses. Furthermore, if we are unable to access the third-
party data used in our OnDeck Score, or our access to such data is limited, our ability to accurately evaluate potential customers will
be compromised, and we may be unable to effectively predict probable credit losses inherent in our loan portfolio, which would
negatively impact our results of operations.
Additionally, if we make errors in the development and validation of any of the models or tools we use to underwrite the loans
that we securitize or sell to investors, these investors may experience higher delinquencies and losses and we may be subject to
liability. Moreover, if future performance of our customers’ loans differs from past experience (driven by factors, including but not
limited to, macroeconomic factors, policy actions by regulators, lending by other institutions and reliability of data used in the
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underwriting process), which experience has informed the development of the underwriting procedures employed by us,
delinquency rates and losses to investors of our securitized debt from our customers’ loans could increase, thereby potentially
subjecting us to liability. This inability to effectively forecast loss rates could also inhibit our ability to borrow from our debt
facilities, which could further hinder our growth and harm our financial performance.
Our allowance for loan losses is determined based upon both objective and subjective factors and may not be adequate to absorb
loan losses.
We face the risk on the loans that we hold that our customers will fail to repay their loans in full. We reserve for such losses by
establishing an allowance for loan losses, the increase of which results in a charge to our earnings as a provision for loan losses. We
have established an evaluation process designed to determine the adequacy of our allowance for loan losses. While this evaluation
process uses historical and other objective information, the classification of loans and the forecasts and establishment of loan losses
are also dependent on our subjective assessment based upon our experience and judgment. Actual losses are difficult to forecast,
especially if such losses stem from factors beyond our historical experience, and unlike traditional banks, we are not subject to
periodic review by bank regulatory agencies of our allowance for loan losses. In addition, for our line of credit product we estimate
probable losses on unfunded loan commitments in a process similar to that used for the allowance for loan losses.
As a result, there can be no assurance that our allowance for loan losses or accrual for probable losses on unfunded line of
credit commitments will be comparable to that of traditional banks subject to regulatory oversight or sufficient to absorb losses or
prevent a material adverse effect on our business, financial condition and results of operations.
We face increasing competition and, if we do not compete effectively, our operating results could be harmed.
We compete with other companies that lend to small businesses. These companies include traditional banks, merchant cash
advance providers and newer, technology-enabled lenders. In addition, other technology companies that primarily lend to individual
consumers have been focusing, or may in the future focus, their efforts on lending to small businesses. Competition has intensified
in small business lending and we expect this trend to continue.
In some cases, our competitors focus their marketing on our industry sectors and seek to increase their lending and other
financial relationships with specific industries such as restaurants. In other cases, some competitors may offer a broader range of
financial products to our clients, and some competitors may offer a specialized set of specific products or services. Many of these
competitors have significantly more resources and greater brand recognition than we do and may be able to attract customers more
effectively than we do. In addition as more and more competitors market to the same small businesses, it may be more difficult and
expensive for us to build our brand and achieve or maintain favorable customer response rates.
When new competitors seek to enter one of our markets, or when existing market participants seek to increase their market
share, they sometimes undercut the pricing and/or credit terms prevalent in that market, which could adversely affect our market
share or ability to exploit new market opportunities. Our pricing and credit terms could deteriorate if we act to meet these
competitive challenges. Further, to the extent that the commissions we pay to our strategic partners and funding advisors are not
competitive with those paid by our competitors, whether on new loans or renewals or both, these partners and advisors may choose
to direct their business elsewhere. Those competitive pressures could also result in us reducing the origination fees or interest we
charge to our customers. In addition, increased competition for customer response could require us to incur higher customer
acquisition costs and make it more difficult for us to grow our loan originations in both unit and volume for both new as well as
repeat customers. All of the foregoing could adversely affect our business, results of operations, financial condition and future
growth.
Our success and future growth depend in part on our successful marketing efforts and increased brand awareness. Failure to
effectively use our brand to convert sales may negatively affect our growth and our financial performance.
We believe that an important component of our growth will be continued market penetration through our direct marketing
channel. To achieve this growth, we anticipate relying heavily on marketing and advertising to increase the visibility of the OnDeck
brand with potential customers. The goal of this marketing and advertising is to increase the strength, recognition and trust in the
OnDeck brand, drive more unique visitors to submit loan applications on our website, and ultimately increase the number of loans
made to our customers. We incurred expenses of $60.6 million and $33.2 million on sales and marketing in the years ended
December 31, 2015 and 2014, respectively.
Our business model relies on our ability to scale rapidly and to decrease incremental customer acquisition costs as we grow. If
we are unable to recover our marketing costs through increases in website traffic and in the number of loans made by visitors to our
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platform, or if we discontinue our broad marketing campaigns, it could have a material adverse effect on our growth, results of
operations and financial condition.
To date, we have derived our revenue from a limited number of products and markets. Our efforts to expand our market reach
and product portfolio may not succeed and may reduce our revenue growth.
We offer term loans and lines of credit to our customers in the United States and term loans to our customers in Canada and
Australia. Many of our competitors offer a more diverse set of products to small businesses and in additional international markets.
While we intend to eventually broaden the scope of products that we offer to our customers, there can be no assurance that we will
be successful in such efforts. Failure to broaden the scope of products we offer to potential customers may inhibit the growth of
repeat business from our customers and harm our operating results. There also can be no guarantee that we will be successful with
respect to our current efforts in Canada and Australia, as well as any further expansion beyond the United States, Canada and
Australia, if we decide to attempt such expansion at all, which may also inhibit the growth of our business.
In connection with our sale of loans to our subsidiaries and through OnDeck Marketplace, we make representations and
warranties concerning the loans we sell. If those representations and warranties are not correct, we could be required to
repurchase the loans. Any significant required repurchases could have an adverse effect upon our ability to operate and fund our
business.
In our asset-backed securitization facility and our other asset-backed revolving debt facilities, we transfer loans to our
subsidiaries and make numerous representations and warranties concerning the loans we transfer including representations and
warranties that the loans meet the eligibility requirements. We also make representations and warranties in connection with the loans
we sell through OnDeck Marketplace. If those representations and warranties are incorrect, we may be required to repurchase the
loans. In connection with OnDeck Marketplace and our asset-backed revolving debt facilities, we have been required to repurchase
an immaterial amount of loans. Failure to repurchase such loans when required would constitute an event of default under the
securitization and other asset-backed facilities and may constitute a termination event under the applicable OnDeck Marketplace
agreement. There is no assurance, however, that we would have adequate resources to make such repurchases or, if we did make the
repurchases, that such event might not have a material adverse effect on our business.
We may not have adequate funding capacity in the event that an unforeseen number of customers to whom we have extended a
line of credit decide to draw their lines at the same time.
Our current capacity to fund our customers’ lines of credit through existing debt facilities is limited. Accordingly, we maintain
cash available to fund our customers’ lines of credit based on the amount that we foresee these customers drawing down. For
example, if we make available a line of credit for $15,000 to a small business, we may only reserve a portion of this amount at any
given time for immediate drawdown. We base the amount that we reserve on our analysis of aggregate portfolio demand and the
historical activity of customers using the line of credit product. However, if we inaccurately predict the number of customers that
draw down on their lines of credit at a certain time, or if these customers draw down in greater amounts than we forecast, we may
not have enough funds available to lend to them. Failure to provide funds drawn down by our customers on their lines of credit may
expose us to liability, damage our reputation and inhibit our growth.
As a result of becoming a public company in December 2014, we are obligated to maintain internal controls over financial
reporting and our management is required to report annually on the effectiveness of these internal controls. Any determination
that these internal controls are not effective may adversely affect investor confidence in our company and, as a result, the value
of our common stock.
As a public company, we are required to furnish a report by management on, among other things, the effectiveness of our
internal control over financial reporting as of December 31, 2015 and as of subsequent year ends. This assessment needs to include
disclosure of any material weaknesses identified by our management in our internal control over financial reporting.
In the past we have identified certain control deficiencies in our internal control over financial reporting that represented
significant deficiencies. A deficiency is considered a significant deficiency if it represents a deficiency, or a combination of
deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit
attention by those responsible for oversight of a company’s financial reporting. In contrast, a material weakness is a deficiency, or a
combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material
misstatement of the company's annual or interim financial statements will not be prevented or detected on a timely basis.
In connection with our preparation of the financial statements for the year ended December 31, 2015, which are included
elsewhere in this report, we determined that a previously identified significant deficiency related to the effectiveness of our
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information technology controls continues to exist. Our efforts to resolve this significant deficiency, including designing and
implementing policies and procedures to address it, are ongoing.
We cannot assure you that the measures we have taken, or will take, to remediate this significant deficiency will be effective.
Moreover, we cannot assure you that we have identified all significant deficiencies or that we will not in the future have additional
significant deficiencies or identify material weaknesses. Our independent registered public accounting firm has not evaluated any of
the measures we have taken, or that we propose to take, to address any significant deficiencies.
In addition to the specific actions we have taken or will take to address the foregoing significant deficiency, because our
business has grown and we are a public company, we seek to transition to a more developed internal control environment that
incorporates increased automation. The actions we have taken and plan to take are subject to ongoing senior management review
and audit committee oversight.
We also may not be able to complete our evaluation, testing and any required remediation in a timely fashion. During the
evaluation and testing process, if we identify one or more material weaknesses in our internal control over financial reporting that
we are unable to remediate before the end of the same fiscal year in which the material weakness is identified or if we are otherwise
unable to maintain effective internal controls over financial reporting, we will be unable to assert that our internal controls are
effective. If we are unable to assert that our internal control over financial reporting is effective, or when applicable, if our auditors
are unable to attest to management’s report on the effectiveness of our internal controls, we could lose investor confidence in the
accuracy and completeness of our financial reports, which would cause the price of our common stock to decline.
We will be required to disclose material changes made in our internal controls and procedures on a quarterly basis. However,
our independent registered public accounting firm will not be required to formally attest to the effectiveness of our internal control
over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, until the first audit
following the date we are no longer an “emerging growth company” as defined in the Jump Our Business Startups Act of 2012, or
the JOBS Act. To comply with the requirements of being a public company, we may need to undertake various actions, such as
implementing new internal controls and procedures and hiring accounting or internal audit staff.
We will incur increased costs and demands upon management as a result of complying with the laws and regulations affecting
public companies, which could harm our results of operations and our ability to attract and retain qualified executives and board
members.
As a public company we incur significant legal, accounting, and other expenses that we did not incur as a private company and
these expenses will increase after we cease to be an “emerging growth company.” In addition, the Sarbanes-Oxley Act and rules
subsequently implemented by the SEC and the New York Stock Exchange, or NYSE, impose various requirements on public
companies, including requiring changes in corporate governance practices. Our management and other personnel will need to devote
a substantial amount of time to these compliance initiatives. Moreover, we expect these rules and regulations and future regulations
will continue to increase our legal, accounting and financial compliance costs and will make some activities more time consuming
and costly. For example, we expect these rules and regulations to make it more difficult and more expensive for us to obtain director
and officer liability insurance, and we may be required to accept reduced policy limits and coverage or to incur substantial costs to
maintain the same or similar coverage. These rules and regulations could also make it more difficult for us to attract and retain
qualified persons to serve on our board of directors or our board committees or as executive officers.
In addition, the Sarbanes-Oxley Act requires, among other things, that we assess the effectiveness of our internal control over
financial reporting annually and the effectiveness of our disclosure controls and procedures quarterly. In particular, beginning with
the year ended December 31, 2015, we are required to perform system and process evaluation and testing of our internal control
over financial reporting to allow management to report on, and our independent registered public accounting firm potentially to
attest to, the effectiveness of our internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act, or
Section 404. As long as we remain an “emerging growth company” we may elect to avail ourselves of the exemption from the
requirement that our independent registered public accounting firm attest to the effectiveness of our internal control over financial
reporting under Section 404. However, we may no longer avail ourselves of this exemption when we cease to be an “emerging
growth company” and, when our independent registered public accounting firm is required to undertake an assessment of our
internal control over financial reporting, the cost of our compliance with Section 404 will correspondingly increase. Our compliance
with applicable provisions of Section 404 will require that we incur substantial accounting expense and expend significant
management time on compliance-related issues as we implement additional corporate governance practices and comply with
reporting requirements. Moreover, if we are not able to comply with the requirements of Section 404 applicable to us in a timely
manner, or if we or our independent registered public accounting firm identifies deficiencies in our internal control over financial
reporting that are deemed to be material weaknesses, the market price of our stock could decline and we could be subject to
sanctions or investigations by the SEC or other regulatory authorities, which would require additional financial and management
resources.
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Furthermore, investor perceptions of our company may suffer if deficiencies are found, and this could cause a decline in the
market price of our stock. Irrespective of compliance with Section 404, any failure of our internal control over financial reporting
could have a material adverse effect on our stated operating results and harm our reputation. We expect to have in place accounting,
internal audit and other management systems and resources that will allow us to maintain compliance with the requirements of the
Sarbanes-Oxley Act at the end of any phase-in periods permitted by the NYSE, the SEC, and the JOBS Act. If we are unable to
implement these changes effectively or efficiently, it could harm our operations, financial reporting or financial results and could
result in an adverse opinion on internal control from our independent registered public accounting firm.
Competition for our employees is intense, and we may not be able to attract and retain the highly skilled employees whom we
need to support our business.
Competition for highly skilled engineering and data analytics personnel is extremely intense reflecting a tight labor market,
and we continue to face difficulty identifying and hiring qualified personnel in many areas of our business. We may not be able to
hire and retain such personnel at compensation levels consistent with our existing compensation and salary structure. Many of the
companies with which we compete for experienced employees have greater resources than we have and may be able to offer more
attractive terms of employment. In particular, candidates making employment decisions, specifically in high-technology industries,
often consider the value of any equity they may receive in connection with their employment. Any significant volatility in the price
of our stock may adversely affect our ability to attract or retain highly skilled technical, financial, marketing and other personnel.
In addition, we invest significant time and expense in training our employees, which increases their value to competitors who
may seek to recruit them. If we fail to retain our employees, we could incur significant expenses in hiring and training their
replacements and the quality of our services and our ability to serve our customers could diminish, resulting in a material adverse
effect on our business.
We rely on our management team and need additional key personnel to grow our business, and the loss of key employees or
inability to hire key personnel could harm our business.
We believe our success has depended, and continues to depend, on the efforts and talents of our executives and employees,
including Noah Breslow, our Chief Executive Officer. Our future success depends on our continuing ability to attract, develop,
motivate and retain highly qualified and skilled employees. Qualified individuals are in high demand, and we may incur significant
costs to attract and retain them. In addition, the loss of any of our senior management or key employees could materially adversely
affect our ability to execute our business plan and strategy, and we may not be able to find adequate replacements on a timely basis,
or at all. Our executive officers and other employees are at-will employees, which means they may terminate their employment
relationship with us at any time, and their knowledge of our business and industry would be extremely difficult to replace. We
cannot ensure that we will be able to retain the services of any members of our senior management or other key employees. If we do
not succeed in attracting well-qualified employees or retaining and motivating existing employees, our business could be materially
and adversely affected.
We may require additional capital to pursue our business objectives and respond to business opportunities, challenges or
unforeseen circumstances. If capital is not available to us, our business, operating results and financial condition may be
harmed.
Since our founding, we have raised substantial equity and debt financing to support the growth of our business. Because we
intend to continue to make investments to support the growth of our business, we may require additional capital to pursue our
business objectives and respond to business opportunities, challenges or unforeseen circumstances, including increasing our
marketing expenditures to improve our brand awareness, developing new products or services or further improving existing products
and services, enhancing our operating infrastructure and acquiring complementary businesses and technologies. Accordingly, we
may need to engage in equity or debt financings to secure additional funds. However, additional funds may not be available when
we need them, on terms that are acceptable to us, or at all. In addition, our agreements with our lenders contain restrictive covenants
relating to our capital raising activities and other financial and operational matters, and any debt financing that we secure in the
future could involve further restrictive covenants which may make it more difficult for us to obtain additional capital and to pursue
business opportunities. Volatility in the credit markets may also have an adverse effect on our ability to obtain debt financing.
Volatility or depressed valuations or trading prices in the equity markets may similarly adversely affect our ability to obtain equity
financing
If we raise additional funds through further issuances of equity or convertible debt securities, our existing stockholders could
suffer significant dilution, and any new equity securities we issue could have rights, preferences and privileges superior to those of
holders of our common stock. If we are unable to obtain adequate financing or financing on terms satisfactory to us, when we
require it, our ability to continue to pursue our business objectives and to respond to business opportunities, challenges or
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unforeseen circumstances could be significantly limited, and our business, operating results, financial condition and prospects could
be adversely affected.
Our agreements with our lenders contain a number of early payment triggers and covenants. A breach of such triggers or
covenants or other terms of such agreements could result in an early amortization, default, and/or acceleration of the related
funding facilities which could materially impact our operations.
Primary funding sources available to support the maintenance and growth of our business include, among others, an asset-
backed securitization facility, other asset-backed revolving debt facilities and corporate debt. Our liquidity would be materially
adversely affected by our inability to comply with various covenants and other specified requirements set forth in our agreements
with our lenders which could result in the early amortization, default and/or acceleration of our existing facilities. Such covenants
and requirements include financial covenants, portfolio performance covenants and other events. For a description of these
covenants, requirements and events, see section titled Management’s Discussion and Analysis of Financial Condition and Results of
Operations—Liquidity and Capital Resources.
During an early amortization period or occurrence of an event of default, principal collections from the loans in our asset-
backed facilities would be applied to repay principal under such facilities rather than being available on a revolving basis to fund
purchases of newly originated loans. During the occurrence of an event of default under any of our facilities, the applicable lenders
could accelerate the related debt and such lenders’ commitments to extend further credit under the related facility would terminate.
Our asset-backed securitization trust would not be able to issue future series out of such securitization if an early amortization event
occurred. In addition, the period during which remaining cash flow can be used to purchase additional loans expires April 30, 2016
and the securitization has a final maturity in May 2018. If we were unable to repay the amounts due and payable under such
facilities, the applicable lenders could seek remedies, including against the collateral pledged under such facilities. A default under
one facility could also lead to default under other facilities due to cross-acceleration or cross-default provisions.
An early amortization event or event of default would negatively impact our liquidity, including our ability to originate new
loans, and require us to rely on alternative funding sources, which might increase our funding costs or which might not be available
when needed. If we were unable to arrange new or alternative methods of financing on favorable terms, we might have to curtail the
origination of loans, which could have a material adverse effect on our business, financial condition, operating results and cash flow,
which in turn could have a material adverse effect on our ability to meet our obligations under our facilities.
We act as servicer with respect to our facilities. If we default in our servicing obligations, an early amortization event of
default could occur with respect to the applicable facility and we could be replaced as servicer.
The lending industry is highly regulated. Changes in regulations or in the way regulations are applied to our business could
adversely affect our business.
The regulatory environment in which lending institutions operate has become increasingly complex, and following the
financial crisis of 2008, supervisory efforts to enact and apply relevant laws, regulations and policies have become more intense.
Similar considerations apply to our operations outside of the United States in Canada and Australia.
Over the last year, federal and state regulatory and other policymaking entities have taken increased interest in marketplace
and online lending, including small business lending. For example, in July 2015, the U.S. Department of the Treasury issued a
public request for information regarding expanding access to credit though online marketplace lending. In December 2015, the
California Department of Business Oversight announced an inquiry into the marketplace lending industry and requested information
from fourteen marketplace lenders including OnDeck. Both of the U.S. Treasury and California initiatives were initially presented
as information gathering projects to assist officials in better understanding, among other things, the methods, role and impact of
online and marketplace lending on credit markets.
We expect these and other types of government and regulatory activities to continue in the future as marketplace and
online lending grow or become the subject of greater public interest. We cannot predict the outcome of these or other
comparable future activities, when or whether they will lead to new laws, regulations or other actions or what they might be.
However, the impact and cost of any possible future changes could be substantial and could also require us to change our
business practices and operations in a manner that adversely impacts our business.
Changes in laws or regulations or the regulatory application or judicial interpretation of the laws and regulations applicable to
us could adversely affect our ability to operate in the manner in which we currently conduct business or make it more difficult or
costly for us to originate or otherwise make additional loans, or for us to collect payments on loans by subjecting us to additional
licensing, registration and other regulatory requirements in the future or otherwise. For example, if our loans were determined for
any reason not to be commercial loans or maximum interest rate limitations were imposed on commercial loans, we would be
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subject to many additional requirements, and our fees and interest arrangements could be challenged by regulators or our customers.
A material failure to comply with any such laws or regulations could result in regulatory actions, lawsuits and damage to our
reputation, which could have a material adverse effect on our business and financial condition and our ability to originate and
service loans and perform our obligations to investors and other constituents.
A proceeding relating to one or more allegations or findings of our violation of such laws could result in modifications in our
methods of doing business that could impair our ability to collect payments on our loans or to acquire additional loans or could
result in the requirement that we pay damages and/or cancel the balance or other amounts owing under loans associated with such
violation. We cannot assure you that such claims will not be asserted against us in the future. To the extent it is determined that the
loans we make to our customers were not originated in accordance with all applicable laws, we would be obligated to repurchase
from the entity holding the applicable loan any such loan that fails to comply with legal requirements. We may not have adequate
resources to make such repurchases.
Financial regulatory reform relating to asset-backed securities has not been fully implemented and could have a significant
impact on our ability to access the asset-backed market.
We rely upon asset-backed financing for a significant portion of our funds with which to carry on our business. Asset-backed
securities and the securitization markets were heavily affected by the Dodd-Frank Wall Street Reform and Consumer Protection Act,
or the Dodd-Frank Act, which was signed into law in 2010 and have also been a focus of increased regulation by the SEC. However,
some of the regulations to be implemented under the Dodd-Frank Act have not yet been finalized and other asset-backed regulations
that have been adopted by the SEC have delayed effective dates. For example, the Dodd-Frank Act mandates the implementation of
rules requiring securitizers or originators to retain an economic interest in a portion of the credit risk for any asset that they
securitize or originate. In October 2014, the SEC adopted final rules in relation to such risk retention, but such rules will not be
effective with respect to our transactions until late in 2016. In addition, the SEC previously proposed separate rules which would
affect the disclosure requirements for registered as well as unregistered issuances of asset-backed securities. The SEC has recently
adopted final rules which affect the disclosure requirements for registered issuances of asset-backed securities backed by residential
mortgages, commercial mortgages, auto loans, auto leases and debt securities. However, final rules that would affect the disclosure
requirements for registered issuances of asset-backed securities backed by other types of collateral or for unregistered issuances of
asset-backed securities have not been adopted. Any of such rules if implemented could adversely affect our ability to access the
asset-backed market or our cost of accessing that market.
Customer complaints or negative publicity could result in a decline in our customer growth and our business could suffer.
Our reputation is very important to attracting new customers to our platform as well as securing repeat lending to existing
customers. While we believe that we have a good reputation and that we provide our customers with a superior experience, there can
be no assurance that we will continue to maintain a good relationship with our customers or avoid negative publicity. Any damage to
our reputation, whether arising from our conduct of business, negative publicity, regulatory, supervisory or enforcement actions,
matters affecting our financial reporting or compliance with SEC and New York Stock Exchange listing requirements, security
breaches or otherwise could have a material adverse effect on our business.
Security breaches of customers’ confidential information that we store may harm our reputation and expose us to liability.
We store our customers’ bank information, credit information and other sensitive data. Any accidental or willful security
breaches or other unauthorized access could cause the theft and criminal use of this data. Security breaches or unauthorized access to
confidential information could also expose us to liability related to the loss of the information, time-consuming and expensive
litigation and negative publicity. If security measures are breached because of third-party action, employee error, malfeasance or
otherwise, or if design flaws in our software are exposed and exploited, and, as a result, a third party obtains unauthorized access to
any of our customers’ data, our relationships with our customers will be severely damaged, and we could incur significant liability.
Because techniques used to obtain unauthorized access or to sabotage systems change frequently and generally are not
recognized until they are launched against a target, we and our third-party hosting facilities may be unable to anticipate these
techniques or to implement adequate preventative measures. In addition, many states have enacted laws requiring companies to
notify individuals of data security breaches involving their personal data. These mandatory disclosures regarding a security breach
are costly to implement and often lead to widespread negative publicity, which may cause our customers to lose confidence in the
effectiveness of our data security measures. Any security breach, whether actual or perceived, would harm our reputation and we
could lose customers.
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The collection, processing, storage, use and disclosure of personal data could give rise to liabilities as a result of governmental
regulation, conflicting legal requirements or differing views of personal privacy rights.
We receive, collect, process, transmit, store and use a large volume of personally identifiable information and other sensitive
data from customers and potential customers. There are federal, state and foreign laws regarding privacy, recording telephone calls
and the storing, sharing, use, disclosure and protection of personally identifiable information and sensitive data. Specifically,
personally identifiable information is increasingly subject to legislation and regulations to protect the privacy of personal
information that is collected, processed and transmitted. Any violations of these laws and regulations may require us to change our
business practices or operational structure, address legal claims and sustain monetary penalties and/or other harms to our business.
The regulatory framework for privacy issues in the United States and internationally is constantly evolving and is likely to
remain uncertain for the foreseeable future. The interpretation and application of such laws is often uncertain, and such laws may be
interpreted and applied in a manner inconsistent with our current policies and practices or require changes to the features of our
platform. If either we or our third party service providers are unable to address any privacy concerns, even if unfounded, or to
comply with applicable laws and regulations, it could result in additional costs and liability, damage our reputation and harm our
business.
Our ability to collect payment on loans and maintain accurate accounts may be adversely affected by computer viruses, physical
or electronic break-ins, technical errors and similar disruptions.
The automated nature of our platform may make it an attractive target for hacking and potentially vulnerable to computer
viruses, physical or electronic break-ins and similar disruptions. Despite efforts to ensure the integrity of our platform, it is possible
that we may not be able to anticipate or to implement effective preventive measures against all security breaches of these types, in
which case there would be an increased risk of fraud or identity theft, and we may experience losses on, or delays in the collection
of amounts owed on, a fraudulently induced loan. In addition, the software that we have developed to use in our daily operations is
highly complex and may contain undetected technical errors that could cause our computer systems to fail. Because each loan that
we make involves our proprietary automated underwriting process, any failure of our computer systems involving our automated
underwriting process and any technical or other errors contained in the software pertaining to our automated underwriting process
could compromise our ability to accurately evaluate potential customers, which would negatively impact our results of operations.
Furthermore, any failure of our computer systems could cause an interruption in operations and result in disruptions in, or reductions
in the amount of, collections from the loans we make to our customers.
Additionally, if a hacker were able to access our secure files, he or she might be able to gain access to the personal information
of our customers. While we have taken steps to prevent such activity from affecting our platform, if we are unable to prevent such
activity, we may be subject to significant liability, negative publicity and a material loss of customers, all of which may negatively
affect our business.
Expanding our operations internationally could subject us to new challenges and risks.
We currently operate in the United States, Canada and Australia and may seek to expand our business further internationally.
Additional international expansion, whether in our existing or new international markets, will require additional resources and
controls. Such expansion could subject our business to substantial risks including:
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adjusting our proprietary loan platform, and the OnDeck Score, to account for the country-specific differences in
information available on potential small business borrowers;
conformity with applicable business customs, including translation into foreign languages and associated expenses;
changes to the way we do business as compared with our current operations;
the need to support and integrate with local third-party service providers;
competition with service providers that have greater experience in the local markets than we do or that have pre-existing
relationships with potential borrowers and investors in those markets;
difficulties in staffing and managing foreign operations in an environment of diverse culture, laws and customs, and the
increased travel, infrastructure and legal and compliance costs associated with international operations;
compliance with multiple, potentially conflicting and changing governmental laws and regulations, including banking,
securities, employment, tax, privacy and data protection laws and regulations, such as the EU Data Privacy Directive;
compliance with U.S. and foreign anti-bribery laws, including the Foreign Corrupt Practices Act and the U.K. Anti-Bribery
Act;
difficulties in collecting payments in foreign currencies and associated foreign currency exposure;
26
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restrictions on repatriation of earnings;
compliance with potentially conflicting and changing laws of taxing jurisdictions where we conduct business and
applicable U.S. tax laws as they relate to international operations, the complexity and adverse consequences of such tax
laws and potentially adverse tax consequences due to changes in such tax laws; and
•
regional economic and political conditions.
As a result of these risks, any potential future international expansion efforts that we may undertake may not be successful.
Our business depends on our ability to collect payment on and service the loans we make to our customers.
We rely on unaffiliated banks for the Automated Clearing House, or ACH, transaction process used to disburse the proceeds of
newly originated loans to our customers and to automatically collect scheduled payments on the loans. As we are not a bank, we do
not have the ability to directly access the ACH payment network, and must therefore rely on an FDIC-insured depository institution
to process our transactions, including loan payments. Although we have built redundancy between these banks’ services, if we
cannot continue to obtain such services from our current institutions or elsewhere, or if we cannot transition to another processor
quickly, our ability to process payments will suffer. If we fail to adequately collect amounts owing in respect of the loans, as a result
of the loss of direct debiting or otherwise, then payments to us may be delayed or reduced and our revenue and operating results will
be harmed.
We rely on data centers to deliver our services. Any disruption of service at these data centers could interrupt or delay our ability
to deliver our service to our customers.
We currently serve our customers from two third-party data center hosting facilities in Piscataway, New Jersey and Denver,
Colorado. The continuous availability of our service depends on the operations of these facilities, on a variety of network service
providers, on third-party vendors and on data center operations staff. In addition, we depend on the ability of our third-party facility
providers to protect the facilities against damage or interruption from natural disasters, power or telecommunications failures,
criminal acts and similar events. If there are any lapses of service or damage to the facilities, we could experience lengthy
interruptions in our service as well as delays and additional expenses in arranging new facilities and services. Even with current and
planned disaster recovery arrangements, our business could be harmed.
We designed our system infrastructure and procure and own or lease the computer hardware used for our services. Design and
mechanical errors, failure to follow operations protocols and procedures could cause our systems to fail, resulting in interruptions in
our platform. Any such interruptions or delays, whether as a result of third-party error, our own error, natural disasters or security
breaches, whether accidental or willful, could harm our relationships with customers and cause our revenue to decrease and/or our
expenses to increase. Also, in the event of damage or interruption, our insurance policies may not adequately compensate us for any
losses that we may incur. These factors in turn could further reduce our revenue and subject us to liability, which could materially
adversely affect our business.
Demand for our loans may decline if we do not continue to innovate or respond to evolving technological changes.
We operate in a nascent industry characterized by rapidly evolving technology and frequent product introductions. We rely on
our proprietary technology to make our platform available to customers, determine the creditworthiness of loan applicants, and
service the loans we make to customers. In addition, we may increasingly rely on technological innovation as we introduce new
products, expand our current products into new markets, and continue to streamline the lending process. The process of developing
new technologies and products is complex, and if we are unable to successfully innovate and continue to deliver a superior customer
experience, customers’ demand for our loans may decrease and our growth and operations may be harmed.
It may be difficult and costly to protect our intellectual property rights, and we may not be able to ensure their protection.
Our ability to lend to our customers depends, in part, upon our proprietary technology, including our use of the OnDeck Score.
We may be unable to protect our proprietary technology effectively which would allow competitors to duplicate our products and
adversely affect our ability to compete with them. A third party may attempt to reverse engineer or otherwise obtain and use our
proprietary technology without our consent. The pursuit of a claim against a third party for infringement of our intellectual property
could be costly, and there can be no guarantee that any such efforts would be successful.
In addition, our platform may infringe upon claims of third-party intellectual property, and we may face intellectual property
challenges from such other parties. We may not be successful in defending against any such challenges or in obtaining licenses to
avoid or resolve any intellectual property disputes. The costs of defending any such claims or litigation could be significant and, if
27
we are unsuccessful, could result in a requirement that we pay significant damages or licensing fees, which would negatively impact
our financial performance. Furthermore, our technology may become obsolete, and there is no guarantee that we will be able to
successfully develop, obtain or use new technologies to adapt our platform to compete with other lending platforms as they develop.
If we cannot protect our proprietary technology from intellectual property challenges, or if the platform becomes obsolete, our
ability to maintain our platform, make loans or perform our servicing obligations on the loans could be adversely affected.
Some aspects of our platform include open source software, and any failure to comply with the terms of one or more of these
open source licenses could negatively affect our business.
We incorporate open source software into our proprietary platform and into other processes supporting our business. Such
open source software may include software covered by licenses like the GNU General Public License and the Apache License. The
terms of various open source licenses have not been interpreted by U.S. courts, and there is a risk that such licenses could be
construed in a manner that limits our use of the software, inhibits certain aspects of the platform and negatively affects our business
operations.
Some open source licenses contain requirements that we make available source code for modifications or derivative works we
create based upon the type of open source software we use. If portions of our proprietary platform are determined to be subject to an
open source license, or if the license terms for the open source software that we incorporate change, we could be required to publicly
release the affected portions of our source code, re-engineer all or a portion of our platform or change our business activities. In
addition to risks related to license requirements, the use of open source software can lead to greater risks than the use of third-party
commercial software, as open source licensors generally do not provide warranties or controls on the origin of the software. Many of
the risks associated with the use of open source software cannot be eliminated, and could adversely affect our business.
We may evaluate, and potentially consummate, acquisitions, which could require significant management attention, disrupt our
business, and adversely affect our financial results.
Our success will depend, in part, on our ability to grow our business. In some circumstances, we may determine to do so
through the acquisition of complementary businesses and technologies rather than through internal development. The identification
of suitable acquisition candidates can be difficult, time-consuming, and costly, and we may not be able to successfully complete
identified acquisitions. We also have never acquired a business before and therefore lack experience in integrating new technology
and personnel. The risks we face in connection with acquisitions include:
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diversion of management time and focus from operating our business to addressing acquisition integration challenges;
coordination of technology, product development and sales and marketing functions;
transition of the acquired company’s customers to our platform;
retention of employees from the acquired company;
cultural challenges associated with integrating employees from the acquired company into our organization;
integration of the acquired company’s accounting, management information, human resources and other administrative
systems;
the need to implement or improve controls, procedures and policies at a business that prior to the acquisition may have
lacked effective controls, procedures and policies;
potential write-offs of loans or intangibles or other assets acquired in such transactions that may have an adverse effect our
operating results in a given period;
liability for activities of the acquired company before the acquisition, including patent and trademark infringement claims,
violations of laws, commercial disputes, tax liabilities and other known and unknown liabilities; and
litigation or other claims in connection with the acquired company, including claims from terminated employees,
customers, former stockholders or other third parties.
Our failure to address these risks or other problems encountered in connection with our future acquisitions and investments
could cause us to fail to realize the anticipated benefits of these acquisitions or investments, cause us to incur unanticipated
liabilities and harm our business generally. Future acquisitions could also result in dilutive issuances of our equity securities, the
incurrence of debt, contingent liabilities, amortization expenses or the write-off of goodwill, any of which could harm our financial
condition. Also, the anticipated benefits of any acquisitions may not materialize.
28
We may not be able to utilize a significant portion of our net operating loss carryforwards, which could harm our results of
operations.
We had U.S. federal net operating loss carryforwards of approximately $50.6 million as of December 31, 2015. These net
operating loss carryforwards will begin to expire at various dates beginning in 2027. As of December 31, 2015, we recorded a full
valuation allowance of $32.0 million against our net deferred tax asset.
The Internal Revenue Code of 1986, as amended, or the Code, imposes substantial restrictions on the utilization of net
operating losses and other tax attributes in the event of an “ownership change” of a corporation. Events which may cause limitation
in the amount of the net operating losses and other tax attributes that are able to be utilized in any one year include, but are not
limited to, a cumulative ownership change of more than 50% over a three-year period, which has occurred as a result of historical
ownership changes. Accordingly, our ability to use pre-change net operating loss and certain other attributes are limited as
prescribed under Sections 382 and 383 of the Code. Therefore, if we earn net taxable income in the future, our ability to reduce our
federal income tax liability with our existing net operating losses is subject to limitation. Although we believe that our initial public
offering did not result in another cumulative ownership change under Sections 382 and 383 of the Code, we do not believe that any
resulting limitation will further limit our ability to ultimately utilize our net operating loss carryforwards and other tax attributes in a
material way. Future offerings, as well as other future ownership changes that may be outside our control could potentially result in
further limitations on our ability to utilize our net operating loss and tax attributes. Accordingly, achieving profitability may not
result in a full release of the valuation allowance.
Our business is subject to the risks of earthquakes, fire, power outages, flood, and other catastrophic events, and to interruption
by man-made problems such as terrorism.
Events beyond our control may damage our ability to accept our customers’ applications, underwrite loans, maintain our
platform or perform our servicing obligations. In addition, these catastrophic events may negatively affect customers’ demand for
our loans. Such events include, but are not limited to, fires, earthquakes, terrorist attacks, natural disasters, computer viruses and
telecommunications failures. Despite any precautions we may take, system interruptions and delays could occur if there is a natural
disaster, if a third-party provider closes a facility we use without adequate notice for financial or other reasons, or if there are other
unanticipated problems at our leased facilities. As we rely heavily on our servers, computer and communications systems and the
internet to conduct our business and provide high-quality customer service, such disruptions could harm our ability to run our
business and cause lengthy delays which could harm our business, results of operations and financial condition. We currently are not
able to switch instantly to our backup center in the event of failure of the main server site. This means that an outage at one facility
could result in our system being unavailable for a significant period of time. Our business interruption insurance may not be
sufficient to compensate us for losses that may result from interruptions in our service as a result of system failures. A system outage
or data loss could harm our business, financial condition and results of operations.
Risks Related to the Securities Markets and Ownership of Our Common Stock
The price of our common stock may be volatile and the value of your investment could decline.
Technology stocks have historically experienced high levels of volatility. The trading price of our common stock may fluctuate
substantially. The market price of our common stock may be higher or lower than the price you pay, depending on many factors,
some of which are beyond our control and may not be related to our operating performance. These fluctuations could cause you to
lose all or part of your investment in our common stock. Factors that could cause fluctuations in the trading price of our common
stock include the following:
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announcements of new products, services or technologies, relationships with strategic partners, acquisitions or other events
by us or our competitors;
changes in economic conditions;
changes in prevailing interest rates;
price and volume fluctuations in the overall stock market from time to time;
significant volatility in the market price and trading volume of technology companies in general and of companies in our
industry;
fluctuations in the trading volume of our shares or the size of our public float;
the impact of securities analysts’ reports or other publicity regarding our business or industry;
actual or anticipated changes in our operating results or fluctuations in our operating results;
29
•
quarterly fluctuations in demand for our loans;
• whether our operating results meet the expectations of securities analysts or investors;
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actual or anticipated changes in the expectations of investors or securities analysts;
regulatory developments in the United States, foreign countries or both;
• major catastrophic events;
•
•
sales of large blocks of our stock; or
departures of key personnel.
In addition, if the market for technology stocks or the stock market in general experiences loss of investor confidence, the
trading price of our common stock could decline for reasons unrelated to our business, operating results or financial condition. The
trading price of our common stock might also decline in reaction to events that affect other companies in our industry even if these
events do not directly affect us. In the past, following periods of volatility in the market price of a company’s securities, securities
class action litigation has often been brought against that company. In August 2015, we became the subject of two putative class
actions alleging that the registration statement for our IPO contained materially false and misleading statements regarding, or failed
to disclose, specified information in violation of the Securities Act of 1933, as amended. The court has not ruled on the pending
motion for consolidation of the two suits into a single case, the appointment of a lead plaintiff and approval of plaintiff’s counsel.
If our stock price continues to be volatile, we may become the target of additional securities litigation in the future. Securities
litigation could result in substantial costs and divert our management’s attention and resources from our business. This could have a
material adverse effect on our business, operating results and financial condition.
Sales of substantial amounts of our common stock in the public markets, or the perception that they might occur, could reduce
the price that our common stock might otherwise attain and may dilute your voting power and your ownership interest in us.
Sales of a substantial number of shares of our common stock in the public market, or the perception that these sales could
occur, could adversely affect the market price of our common stock and may make it more difficult for you to sell your common
stock at a time and price that you deem appropriate. At December 31, 2015, we had 70,060,208 shares of common stock outstanding
of which 46,961,322 shares were freely tradable.
At December 31, 2015, an aggregate of 56,832,941 shares of our common stock (including shares issuable pursuant to the
exercise of warrants to purchase common stock), or their permitted transferees, will have rights, subject to some conditions, to
require us to file registration statements covering the sale of their shares or to include their shares in registration statements that we
may file for ourselves or other stockholders. We have also registered the offer and sale of all shares of common stock that we may
issue under our 2014 Equity Incentive Plan and 2014 Employee Stock Purchase Plan.
We may issue our shares of common stock or securities convertible into our common stock from time to time in connection
with a financing, acquisition, investments or otherwise. Any such issuance could result in substantial dilution to our existing
stockholders and cause the trading price of our common stock to decline.
Insiders and large stockholders have or could have substantial control over us, which could limit your ability to influence the
outcome of key transactions, including a change of control.
Our directors, executive officers and each of our stockholders who own greater than 5% of our outstanding common stock and
their affiliates, in the aggregate, own approximately 59% of the outstanding shares of our common stock, based on the number of
shares outstanding as of December 31, 2015. As a result, these stockholders, if acting together, will be able to influence or control
matters requiring approval by our stockholders, including the election of directors and the approval of mergers, acquisitions or other
extraordinary transactions. They may also have interests that differ from yours and may vote in a way with which you disagree and
which may be adverse to your interests. This concentration of ownership may have the effect of delaying, preventing or deterring a
change of control of our company, could deprive our stockholders of an opportunity to receive a premium for their common stock as
part of a sale of our company and might ultimately affect the market price of our common stock.
We do not intend to pay dividends for the foreseeable future.
We have never declared or paid any dividends on our common stock. We intend to retain any earnings to finance the operation
and expansion of our business, and we do not anticipate paying any cash dividends in the future. As a result, you may only receive a
return on your investment in our common stock if the market price of our common stock increases.
30
The requirements of being a public company may strain our resources, divert management’s attention and affect our ability to
attract and retain qualified board members.
As a public company, we are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or the
Exchange Act, the listing standards of the New York Stock Exchange and other applicable securities rules and regulations.
Compliance with these rules and regulations will increase our legal and financial compliance costs, make some activities more
difficult, time-consuming or costly, and increase demand on our systems and resources, particularly after we are no longer an
“emerging growth company” as defined in the JOBS Act. Among other things, the Exchange Act requires that we file annual,
quarterly and current reports with respect to our business and operating results and maintain effective disclosure controls and
procedures and internal control over financial reporting. In order to maintain and, if required, improve our disclosure controls and
procedures and internal control over financial reporting to meet this standard, significant resources and management oversight may
be required. As a result, management’s attention may be diverted from other business concerns, which could harm our business and
operating results. Although we have already hired additional employees to comply with these requirements, we may need to hire
even more employees in the future, which will increase our costs and expenses.
In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating
uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time consuming.
These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a
result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This
could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure
and governance practices. We intend to invest resources to comply with evolving laws, regulations and standards, and this
investment may result in increased general and administrative expense and a diversion of management’s time and attention from
revenue-generating activities to compliance activities. If our efforts to comply with new laws, regulations and standards differ from
the activities intended by regulatory or governing bodies, regulatory authorities may initiate legal proceedings against us and our
business may be harmed.
However, for so long as we remain an “emerging growth company” as defined in the JOBS Act, we may take advantage of
certain exemptions from various requirements that are applicable to public companies that are not “emerging growth companies,”
including not being required to comply with the independent auditor attestation requirements of Section 404 of the Sarbanes-Oxley
Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions
from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden
parachute payments not previously approved. We may take advantage of these exemptions until we are no longer an “emerging
growth company.”
We would cease to be an “emerging growth company” upon the earliest of: (i) the first fiscal year following the fifth
anniversary of our initial public offering, (ii) the first fiscal year after our annual gross revenues are $1 billion or more, (iii) the date
on which we have, during the previous three-year period, issued more than $1 billion in non-convertible debt securities, or (iv) as of
the end of any fiscal year in which the market value of our common stock held by non-affiliates exceeded $700 million as of the end
of the second quarter of that fiscal year.
We also expect that these new rules and regulations and the fact that we have already been subject to two putative class action
litigations will make it more expensive for us as a public company to obtain director and officer liability insurance, and we may be
required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it more
difficult for us to attract and retain qualified members of our board of directors, particularly to serve on our Audit Committee,
Compensation Committee, Risk Management Committee and as qualified executive officers.
We are an “emerging growth company,” and we cannot be certain if the reduced disclosure requirements applicable to emerging
growth companies will make our common stock less attractive to investors.
We are an “emerging growth company,” as defined in the JOBS Act, and are taking advantage of certain exemptions from
various reporting requirements that are applicable to public companies that are not “emerging growth companies,” including, but not
limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced
disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the
requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute
payments not previously approved. We cannot predict if investors will find our common stock less attractive because we may rely on
these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for
our common stock, and our stock price may be more volatile and may decline.
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If securities or industry analysts do not publish or cease publishing research or reports about our business, or publish inaccurate
or unfavorable research reports about our business, our share price and trading volume could decline.
The trading market for our common stock depends, to some extent, on the research and reports that securities or industry
analysts publish about us or our business. We do not have any control over these analysts. If one or more of the analysts who cover
us should downgrade our shares, change their opinion of our shares or provide more favorable relative recommendations about our
competitors, our share price would likely decline. If one or more of these analysts should cease coverage of our company or fail to
regularly publish reports on us, we could lose visibility in the financial markets, which could cause our share price or trading volume
to decline.
Our charter documents and Delaware law could discourage takeover attempts and lead to management entrenchment.
Our amended and restated certificate of incorporation and amended and restated bylaws contain provisions that could delay or
prevent a change in control of our company. These provisions could also make it difficult for stockholders to elect directors that are
not nominated by the current members of our board of directors or take other corporate actions, including effecting changes in our
management. These provisions include:
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a classified board of directors with three-year staggered terms, which could delay the ability of stockholders to change the
membership of a majority of our board of directors;
the ability of our board of directors to issue shares of preferred stock and to determine the price and other terms of those
shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute
the ownership of a hostile acquiror;
the exclusive right of our board of directors to elect a director to fill a vacancy created by the expansion of our board of
directors or the resignation, death or removal of a director, which prevents stockholders from being able to fill vacancies on
our board of directors;
a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special
meeting of our stockholders;
the requirement that a special meeting of stockholders may be called only by the chairman of our board of directors, our
president, our secretary or a majority vote of our board of directors, which could delay the ability of our stockholders to
force consideration of a proposal or to take action, including the removal of directors;
the requirement for the affirmative vote of holders of at least 66 2/3% of the voting power of all of the then outstanding
shares of the voting stock, voting together as a single class, to amend the provisions of our amended and restated certificate
of incorporation relating to the issuance of preferred stock and management of our business or our amended and restated
bylaws, which may inhibit the ability of an acquiror to effect such amendments to facilitate an unsolicited takeover attempt;
the ability of our board of directors, by majority vote, to amend the bylaws, which may allow our board of directors to take
additional actions to prevent an unsolicited takeover and inhibit the ability of an acquiror to amend the bylaws to facilitate
an unsolicited takeover attempt; and
advance notice procedures with which stockholders must comply to nominate candidates to our board of directors or to
propose matters to 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 us.
In addition, as a Delaware corporation, we are subject to Section 203 of the Delaware General Corporation Law. These
provisions may prohibit large stockholders, in particular those owning 15% or more of our outstanding voting stock, from merging
or combining with us for a certain period of time.
Item 1B.
Unresolved Staff Comments
None.
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Item 2.
Properties
Our principal locations, their purposes and the expiration dates for the leases on facilities at those locations as of
December 31, 2015 are shown in the table below.
Location
Purpose
New York, NY Corporate Headquarters, technology and direct sales
Denver, CO
Denver, CO
Arlington, VA
Direct sales and operations
Direct sales and operations
Underwriting, loan origination and servicing
Approximate
Square Feet
81,800
71,900
22,500
18,600
Lease
Expiration Date
2026
2026
2016
2022
To support planned future growth, we are currently in the process of expanding the amount of square footage we occupy in our
New York office facility. We lease all of our facilities. We do not own any real property. We believe our facilities are suitable and
adequate for our current and near-term needs, and that we will be able to locate additional facilities as needed. Our leases are further
described in Note 15 of Notes to Consolidated Financial Statements elsewhere in this report.
Item 3.
Legal Proceedings
Two separate putative class actions were filed in August 2015 in the United States District Court for the Southern District of
New York against us, certain of our executive officers, our directors and certain or all of the underwriters of our initial public
offering. The suits allege that the registration statement for our IPO contained materially false and misleading statements regarding,
or failed to disclose, specified information in violation of the Securities Act of 1933, as amended. The suits seek a determination that
the case is a proper class action and/or certification of the plaintiff as a class representative, rescission or a rescissory measure of
damages and/or unspecified damages, interest, attorneys’ fees and other fees and costs. On February 18, 2016 the court issued an
order (1) consolidating the two cases, (2) selecting the lead plaintiff and (3) appointing lead class counsel. Under the order, the
plaintiffs are directed to file a consolidated complaint by March 18, 2016. Within 30 days of the filing of any consolidated
complaint, the defendants are to answer the complaint or request a pre-motion conference with the court seeking permission to file a
motion to dismiss. We intend to defend ourselves vigorously in these consolidated matters, although at this time we cannot predict
the outcome.
From time to time we are subject to other legal proceedings and claims in the ordinary course of business. The results of
such matters cannot be predicted with certainty. However, we believe that the final outcome of any such current matters will not
result in a material adverse effect on our consolidated financial condition, consolidated results of operations or consolidated cash
flows.
Item 4.
Mine Safety Disclosures
None.
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PART II
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
Market Information
Our common stock began trading on the New York Stock Exchange, or the NYSE, under the symbol “ONDK” on
December 17, 2014 in connection with our initial public offering of our common stock. Prior to that date, there was no public
market for our common stock. The following table sets forth the high and low intraday sale prices of our common stock on the
NYSE from the commencement of trading through the end of 2015:
2014
Fourth Quarter (beginning December 17, 2014)
2015
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
Sale Prices
High
Low
$
$
$
$
$
28.98 $
21.40
24.48 $
21.79 $
14.90 $
12.85 $
14.52
11.38
7.75
8.76
Holders of Record
As of February 22, 2016, there were approximately 177 holders of record of our common stock. This record holder figure does
not include, and we are not able to estimate, the number of holders whose shares are held of record by banks, brokers and other
financial institutions.
Dividends
We have never declared or paid cash dividends on our common stock. We currently intend to retain all available funds and any
future earnings for use in the operation of our business and do not anticipate paying any dividends on our common stock in the
foreseeable future. Any future determination to declare dividends will be made at the discretion of our board of directors and will
depend on our financial condition, operating results, capital requirements, general business conditions, contractual restrictions and
other factors that our board of directors may deem relevant.
Issuer Purchases of Equity Securities
During the quarter and year ended December 31, 2015, we did not purchase any of our equity securities that are registered
under Section 12(b) of the Exchange Act.
Use of Proceeds from Sales of Registered Securities
The Registration Statement on Form S-1 (Registration No. 333-200043) for the initial public offering of our common stock
was declared effective by the SEC on December 16, 2014. The registration statement registered 11,500,000 shares of our common
stock, including 1,500,000 shares issuable to the underwriters of our initial public offering pursuant to an over-allotment option. All
of the shares were offered and sold for our account. On December 22, 2014, we closed our initial public offering and sold
11,500,000 shares of our common stock at a public offering price of $20.00 per share for an aggregate offering price of $230
million. Upon the closing of the sale on that date, our initial public offering terminated.
The underwriters of our initial public offering were led by Morgan Stanley & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith
Incorporated, J.P. Morgan Securities LLC, Deutsche Bank Securities Inc. and Jefferies LLC.
We paid the underwriters of our initial public offering an underwriting discount totaling $16.1 million. In addition, we
incurred expenses of $3.9 million which, when added to the underwriting discount, amount to total expenses of approximately $20.0
million. Thus, the net offering proceeds, after deducting underwriting discounts and offering expenses, were approximately $210.0
34
million. No payments were made to our directors or officers or their associates, holders of 10% or more of any class of our equity
securities or any affiliates in connection with the offering.
There has been no material change in the planned use of proceeds from our initial public offering as described in our final
prospectus filed with the SEC on December 17, 2014 under to Rule 424(b)(4). Pending the application of the net proceeds as
described in our final prospectus, from December 22, 2014 (the closing date of our initial public offering) through December 31,
2015 (the end of the period covered by this report), the net proceeds were maintained in deposit accounts or short term, investment-
grade interest-bearing securities such as money market accounts, certificates of deposit, commercial paper and guaranteed
obligations of the U.S. government.
Performance Graph
This performance graph shall not be deemed “soliciting material” or to be “filed” with the SEC for purposes of Section 18
of the Securities Exchange Act of 1934, as amended, or the Exchange Act, or otherwise subject to the liabilities under that Section,
and shall not be deemed to be incorporated by reference into any filing of On Deck Capital, Inc. under the Securities Act of 1933, as
amended, or the Exchange Act.
The following graph compares the cumulative total stockholder return since December 31, 2014 with the S&P 500 Index and
the NASDAQ Internet Index through December 31, 2015. The graph assumes that the value of the investment in our common stock
and each index was $100 at market close on December 17, 2014 and that any dividends and other distributions paid during the
period covered by the graph were reinvested. The returns shown are historical and are not intended to suggest future performance.
Sales of Unregistered Equity Securities
None.
35
Item 6.
Selected Consolidated Financial Data
The following selected consolidated historical financial data are derived from our audited financial statements. The
consolidated balance sheet data as of December 31, 2015 and 2014 and the consolidated statement of operations data for the years
ended December 31, 2015, 2014 and 2013 are derived from our audited consolidated financial statements and related notes that are
included elsewhere in this Form 10-K. The consolidated balance sheet data as of December 31, 2013 and 2012 and the consolidated
statement of operations data for the year ended December 31, 2012 are derived from our audited consolidated financial statements
and related notes which are not included in this report. The information set forth below should be read in conjunction with our
historical financial statements, including the notes thereto, and “Management’s Discussion and Analysis of Financial Condition and
Results of Operations,” included elsewhere in this report.
(in thousands, except share and per share data)
Consolidated Statements of Operations
Revenue:
Interest income
Gross revenue
Total cost of revenue
Net revenue
Net loss
Net loss attributable to On Deck Capital, Inc. common
stockholders
Net loss per share attributable to On Deck Capital, Inc.
common shareholders:
Basic and diluted
Weighted-average common shares outstanding:
$
$
$
Year Ended December 31,
2015
2014
2013
2012
195,048 $
254,767
95,107
159,660
(2,231)
145,275 $
158,064
84,632
73,432
(18,708)
62,941 $
65,249
39,989
25,260
(24,356 )
25,273
25,643
20,763
4,880
(16,844)
(1,273) $
(31,592) $
(37,080) $
(20,284)
(0.02) $
(0.60) $
(8.64) $
(4.27)
Basic and diluted
69,545,238
52,556,998
4,292,026
4,750,440
Balance sheet data:
Cash and cash equivalents
Loans held for investment
Total assets
Funding debt
Total liabilities
Redeemable convertible preferred stock
Total On Deck Capital, Inc. stockholders' equity (deficit) $
$
159,822 $
552,742
749,252
380,112
419,830
—
322,813 $
220,433 $
504,107
729,632
387,928
419,027
—
310,605 $
4,670 $
222,521
235,450
188,297
216,587
118,343
(99,480) $
7,386
90,975
106,510
96,297
110,443
53,226
(57,159)
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
You should read the following discussion and analysis of our financial condition and results of operations together with our
consolidated financial statements and the related notes and other financial information included elsewhere in this report. Some of
the information contained in this discussion and analysis, including information with respect to our plans and strategy for our
business, includes forward-looking statements that involve risks and uncertainties. You should review the “Cautionary Note
Regarding Forward-Looking Statements” and Item 1A. Risk Factors sections of this report for a discussion of important factors that
could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained
in the following discussion and analysis.
36
Overview
We are a leading online platform for small business lending. We are seeking to transform small business lending by making it
efficient and convenient for small businesses to access capital. Enabled by our proprietary technology and analytics, we aggregate
and analyze thousands of data points from dynamic, disparate data sources to assess the creditworthiness of small businesses rapidly
and accurately. Small businesses can apply for a term loan or line of credit on our website in minutes and, using our proprietary
OnDeck Score, we can make a funding decision immediately and transfer funds as fast as the same day. We have originated more
than $4 billion of loans since we made our first loan in 2007. Our loan originations have increased at a compound annual growth
rate of 60% from 2013 to 2015 and had a year-over-year growth rate of 62% for the year ended December 31, 2015.
We generate the majority of our revenue through interest income and fees earned on the term loans we retain. Our term loans
are obligations of small businesses with fixed dollar repayments, which we offer in principal amounts ranging from $5,000 to
$500,000 and with maturities of 3 to 36 months. Our lines of credit, which we began offering in September 2013, range from $6,000
to $100,000, and are repayable within six months of the date of the latest funds draw. We earn interest on the balance outstanding
and lines of credit are subject to a monthly fee unless the customer makes a qualifying minimum draw, in which case it is waived for
the first six months. In September 2015, in response to what we believe to be the unmet demand of larger, higher credit quality
businesses, we began offering term loans up to $500,000 with terms as long as 36 months as compared to our previous limits of
$250,000 and 24 months and we also increased the maximum size of our line of credit from $25,000 to $100,000. In October 2013,
we also began generating revenue by selling some of our term loans to third-party institutional investors through our OnDeck
Marketplace. The balance of our revenue comes from our servicing and other fee income, which primarily consists of fees we
receive for servicing loans we have sold to third-party institutional investors and marketing fees from issuing bank partners. In 2015,
2014 and 2013, loans originated via issuing bank partners constituted 12.4%, 15.9% and 16.1% of our total loan originations,
respectively.
We rely on a diversified set of funding sources for the capital we lend to our customers. Our primary source of this capital has
historically been debt facilities with various financial institutions. As of December 31, 2015, we had $380.1 million of funding debt
outstanding and $644.7 million total borrowing capacity under such debt facilities. During the years ended 2015, 2014 and 2013, we
sold approximately $617.7 million, $145.2 million and $18.7 million, respectively, of loans to OnDeck Marketplace investors. In
addition, we completed our first securitization transaction in May 2014, pursuant to which we issued debt that is secured by a
revolving pool of OnDeck small business loans. We raised approximately $175.0 million from this securitization transaction. We
have also used proceeds from our stock financings and operating cash flow to fund loans in the past and continue to finance a
portion of our outstanding loans with these funds. Of the total principal outstanding as of December 31, 2015, including our loans
held for investment and loans held for sale, plus loans sold to OnDeck Marketplace investors which had a balance remaining as of
December 31, 2015, 39% were funded via OnDeck Marketplace investors, 26% were funded via our debt warehouse facilities, 21%
were financed via proceeds raised from our securitization transaction and 14% were funded via our own equity.
We originate loans through direct marketing, including direct mail, social media, and other online marketing channels. We also
originate loans through referrals from our strategic partners, including banks, payment processors and small business-focused
service providers, and through funding advisors who advise small businesses on available funding options.
We have grown rapidly over the three years ended December 31, 2015. We generated gross revenue of $254.8 million, $158.1
million and $65.2 million, during the years ended December 31, 2015, 2014 and 2013, respectively. We currently make loans
throughout the United States and in Canada and Australia, although, to date, substantially all of our revenue has been generated in
the United States.
Our Adjusted EBITDA, a non-GAAP measure which is described in further detail in the section below titled “—Key Financial
and Operating Metrics,” improved to positive $16.2 million for the year ended December 31, 2015 from negative $0.2 million and
negative $16.3 million for the years ended December 31, 2014 and 2013, respectively. We incurred net losses of $2.2 million, $18.7
million and $24.4 million for the years ended December 31, 2015, 2014 and 2013, respectively.
Initial Public Offering
On December 22, 2014, we completed our initial public offering. We issued and sold 11,500,000 shares of our common stock
at a public offering price of $20.00 per share, including 1,500,000 shares sold in connection with the exercise in full of the over-
allotment option we granted to the underwriters. We received net offering proceeds of $210.0 million, after deducting underwriting
discounts and commissions and offering expenses.
37
Key Financial and Operating Metrics
We regularly monitor a number of metrics in order to measure our current performance and project our future performance.
These metrics aid us in developing and refining our growth strategies and making strategic decisions.
As of or for the Year Ended
December 31,
2015
2014
2013
Originations
Unpaid Principal Balance
Average Loans
Loans Under Management
Effective Interest Yield
Marketplace Gain on Sale Rate
Average Funding Debt Outstanding
Cost of Funds Rate
Provision Rate
Reserve Ratio
15+ Day Delinquency Ratio
Adjusted EBITDA
Adjusted Net Loss
Originations
$
$
$
$
$
$
$
1,874,438
543,790
527,916
890,351
36.9%
8.6%
377,199
5.4%
5.8%
9.8%
6.6%
16,165
10,309
(dollars in thousands)
$ 1,157,751
$
490,563
$
$
359,652
$
$
571,759
$
$
40.4%
6.1%
279,307
6.2%
6.6%
10.2%
7.3%
(165) $
(4,634) $
$
$
$
$
458,917
215,966
147,398
233,324
42.7%
4.2%
124,238
10.8%
6.0%
9.0%
7.6%
(16,258)
(20,179)
Originations represent the total principal amount of the term loans we made during the period, plus the total amount drawn on
lines of credit during the period. Many of our repeat customers renew their loans before their existing loan is fully repaid. In
accordance with industry practice, originations of such repeat loans are presented as the full renewal loan principal, rather than the
net funded amount, which would be the renewal loan’s principal net of the unpaid principal balance on the existing loan. Loans
referred to, and funded by, our issuing bank partners and later purchased by us are included as part of our originations.
Unpaid Principal Balance
Unpaid Principal Balance represents the total amount of principal outstanding of term loans held for investment and amounts
outstanding under lines of credit at the end of the period. It excludes net deferred origination costs, allowance for loan losses and
any loans sold or held for sale at the end of the period.
Average Loans
Average Loans for the period is the simple average of loans held for investment as of the beginning of the period and as of the
end of each quarter in the period.
Loans Under Management
Loans Under Management represents the Unpaid Principal Balance plus the amount of principal outstanding of loans held for
sale, excluding net deferred origination costs, plus the amount of principal outstanding of term loans we serviced for others at the
end of the period.
Effective Interest Yield
Effective Interest Yield is the rate of return we achieve on loans outstanding during a period. For full years, it is calculated as
our interest income divided by Average Loans and for interim periods it is calculated as our annualized interest income for the
period divided by Average Loans.
38
Net deferred origination costs in loans held for investment consist of deferred origination fees and costs. Deferred origination
fees include fees paid up front to us by customers when loans are funded and decrease the carrying value of loans, thereby
increasing the Effective Interest Yield earned. Deferred origination costs are limited to costs directly attributable to originating loans
such as commissions, vendor costs and personnel costs directly related to the time spent by the personnel performing activities
related to loan origination and increase the carrying value of loans, thereby decreasing the Effective Interest Yield earned.
Recent pricing trends are discussed under the subheading "Key Factors Affecting Our Performance - Pricing."
Marketplace Gain on Sale Rate
Marketplace Gain on Sale Rate equals our gain on sale revenue from loans sold through OnDeck Marketplace divided by the
carrying value of loans sold, which includes both unpaid principal balance sold and the remaining carrying value of the net deferred
origination costs. A portion of loans regularly sold through OnDeck Marketplace are or may be loans which were initially
designated as held for investment upon origination. The portion of such loans sold in a given period may vary materially dependent
upon market conditions and other circumstances.
Average Funding Debt Outstanding
Funding debt outstanding is the debt that we incur to support our lending activities and does not include our corporate debt.
Average Funding Debt Outstanding for the period is the simple average of the funding debt outstanding as of the beginning of the
period and as of the end of each quarter in the period.
Cost of Funds Rate
Cost of Funds Rate is our funding cost, which is the interest expense, fees, and amortization of deferred issuance costs we
incur in connection with our lending activities across all of our debt facilities. For full years, it is calculated as our funding cost
divided by Average Funding Debt Outstanding and for interim periods it is calculated as our annualized funding cost for the period
divided by Average Funding Debt Outstanding.
Provision Rate
Provision Rate equals the provision for loan losses divided by the new originations volume of loans held for investment, net of
originations of sales of such loans within the period. Because we reserve for probable credit losses inherent in the portfolio upon
origination, this rate is significantly impacted by the expectation of credit losses for the period’s originations volume. This rate may
also be impacted by changes in loss expectations for loans originated prior to the commencement of the period.
The denominator of the Provision Rate formula includes the full amount of originations in a period. However, the numerator
reflects only the additional provision required to provide for loan losses on the net funded amount during such period. Therefore, all
other things equal, an increased volume of loan rollovers and line of credit repayments and re-borrowings in a period will reduce the
Provision Rate.
A portion of loans regularly sold through OnDeck Marketplace are or may be loans which were initially designated as held for
investment upon origination. The portion of such loans sold in a given period may vary materially depending upon market
conditions and other circumstances.
The Provision Rate is not directly comparable to the net cumulative lifetime charge-off ratio because (i) the Provision Rate
reflects estimated losses at the time of origination while the net cumulative lifetime charge-off ratio reflects actual charge-offs, (ii)
the Provision Rate includes provisions for losses on both term loans and lines of credit while the net cumulative lifetime charge-off
ratio reflects only charge-offs related to term loans and (iii) the Provision Rate for a period reflects the provision for losses related to
all loans held for investment while the net cumulative lifetime charge-off ratio reflects lifetime charge-offs of term loans related to a
particular cohort of term loans.
Reserve Ratio
Reserve Ratio is our allowance for loan losses as of the end of the period divided by the Unpaid Principal Balance as of the
end of the period.
39
15+ Day Delinquency Ratio
15+ Day Delinquency Ratio equals the aggregate Unpaid Principal Balance for our loans that are 15 or more calendar days
past due as of the end of the period as a percentage of the Unpaid Principal Balance for such period. The Unpaid Principal Balance
for our loans that are 15 or more calendar days past due includes loans that are paying and non-paying. The majority of our loans
require daily repayments, excluding weekends and holidays, and therefore may be deemed delinquent more quickly than loans from
traditional lenders that require only monthly payments.
15+ Day Delinquency Ratio is not annualized, but reflects balances as of the end of the period.
Non-GAAP Financial Measures
We believe that the provision of non-GAAP metrics in this report can provide a useful measure for period-to-period
comparisons of our core business and useful information to investors and others in understanding and evaluating our operating
results. However, non-GAAP metrics are not calculated in accordance with United States generally accepted accounting principles,
or GAAP, and should not be considered an alternative to any measures of financial performance calculated and presented in
accordance with GAAP. Other companies may calculate these non-GAAP metrics differently than we do.
Adjusted EBITDA
Adjusted EBITDA represents our net (loss) income, adjusted to exclude interest expense associated with debt used for
corporate purposes (rather than funding costs associated with lending activities), income tax expense, depreciation and amortization,
stock-based compensation expense and warrant liability fair value adjustment. Stock based compensation includes employee
compensation as well as compensation to third-party service providers.
EBITDA is impacted by changes from period to period in the liability related to both common and preferred stock warrants
which require fair value accounting. Management believes that adjusting EBITDA to eliminate the impact of the changes in fair
value of these warrants is useful to analyze the operating performance of the business, unaffected by changes in the fair value of
stock warrants which are not relevant to the ongoing operations of the business. All such preferred stock warrants converted to
common stock warrants upon our initial public offering in December 2014.
Our use of Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute
for analysis of our results as reported under GAAP. Some of these limitations are:
•
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;
• Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;
• Adjusted EBITDA does not reflect the potentially dilutive impact of equity-based compensation;
• Adjusted EBITDA does not reflect interest associated with debt used for corporate purposes or tax payments that may
represent a reduction in cash available to us;
• Adjusted EBITDA does not reflect the potential costs we would incur if certain of our warrants were settled in cash.
The following table presents a reconciliation of net loss to Adjusted EBITDA for each of the periods indicated:
40
Adjusted EBITDA
Net loss
Adjustments:
Corporate interest expense
Income tax expense
Depreciation and amortization
Stock-based compensation expense
Warrant liability fair value adjustment
Year Ended December 31,
2015
2014
2013
(in thousands)
$
(2,231) $
(18,708) $
(24,356)
306
—
6,508
11,582
—
16,165 $
398
—
4,071
2,842
11,232
(165) $
1,276
—
2,645
438
3,739
(16,258)
Adjusted EBITDA
$
Adjusted Net (Loss) Income
Adjusted Net (Loss) Income represents our net loss adjusted to exclude stock-based compensation expense and warrant
liability fair value adjustment, each on the same basis and with the same limitations as described above for Adjusted EBITDA.
The following table presents a reconciliation of net loss to Adjusted Net (Loss) Income for each of the periods indicated:
Year Ended December 31,
2015
2014
2013
(in thousands)
$
(2,231) $
(18,708) $
(24,356)
958
11,582
—
10,309 $
—
2,842
11,232
(4,634) $
—
438
3,739
(20,179)
Adjusted Net (Loss) Income
Net loss
Adjustments:
Net loss attributable to noncontrolling interest
Stock-based compensation expense
Warrant liability fair value adjustment
Adjusted Net (Loss) Income
$
41
Key Factors Affecting Our Performance
Investment in Long-Term Growth
The core elements of our growth strategy include acquiring new customers, broadening our distribution capabilities through
strategic partners, enhancing our data and analytics capabilities, expanding our product offerings, extending customer lifetime value
and expanding internationally. We plan to continue to invest significant resources to accomplish these goals, and we anticipate that
our operating expense will continue to increase for the foreseeable future, particularly our sales and marketing and technology and
analytics expenses. These investments are intended to contribute to our long-term growth, but they may affect our near-term
operating performance.
Originations
Our revenues continued to grow during the year ended December 31, 2015, primarily as a result of growth in originations.
Growth in originations has been driven by the addition of new customers, increasing business from existing and previous customers,
and increasing average loan size, as loan loss rates have remained relatively constant over this time. In addition, during 2015 we
grew our line of credit product, and we expect this product to drive a larger percentage of our originations as adoption and use of
this product continues to grow. For the years ended December 31, 2015, 2014 and 2013, the number of loans originated were
37,141, 26,921 and 13,059, respectively. For the years ended December 31, 2015, 2014 and 2013, originations from repeat
customers as a percentage of total originations during the period were 57%, 50% and 44%, respectively. Line of credit originations
made up 9.1% and 4.9% of total dollar originations in 2015 and 2014, respectively. In the second half of 2014, we also introduced
the fifth generation, or v5, of the OnDeck Score which has enhanced our credit scoring capabilities, enabling us to improve offers to
our customers while preserving the credit quality of our portfolio.
The number of weekends and holidays in a period can impact our business. Many small businesses tend to apply for loans on
weekdays, and their businesses may be closed at least part of a weekend and on holidays. In addition, our loan fundings and
automated customer loan repayments only occur on weekdays (excluding bank holidays).
We anticipate that our future growth will continue to depend in part on attracting new customers. We plan to increase our sales
and marketing spending to attract these customers as well as continue to increase our analytics spending to better identify potential
customers. We have historically relied on all three of our channels for customer acquisition but have become increasingly focused on
growing our direct and strategic partner channels. Collective originations through our direct and strategic partner channels made up
72%, 59% and 44% of total originations from all customers in 2015, 2014 and 2013, respectively. We plan to continue investing in
direct marketing and sales, increasing our brand awareness and growing our strategic partnerships.
The following tables summarize the percentage of loans made to all customers originated by our three distribution channels
for the periods indicated. From time to time management is required to make judgments to determine customers' appropriate channel
distribution.
Percentage of Originations (Number of Loans)
2015
2014
2013
Year Ended December 31,
Direct and Strategic Partner
Funding Advisor
79.5%
20.5%
69.8%
30.2%
54.4%
45.6%
Percentage of Originations (Dollars)
2015
2014
2013
Year Ended December 31,
Direct and Strategic Partner
Funding Advisor
72.0%
28.0%
58.6%
41.4%
43.6%
56.4%
We originate term loans and lines of credit to customers who are new to OnDeck, as well as to repeat customers. We believe
our ability to increase adoption of our products within our existing customer base will be important to our future growth. A
component of our future growth will include increasing the length of our customer life cycle by expanding our product offerings. In
2015, 2014, and 2013 originations from our repeat customers, which include all draws on lines of credit subsequent to a customer's
initial draw, were 57%, 50% and 44%, respectively, of total originations to all customers. We believe our significant number of
repeat customers is primarily due to our high levels of customer service and continued improvement in products and services.
Repeat customers generally comprise our highest quality loans, given many repeat customers require additional financing for growth
42
or expansion. From our 2013 customer cohort, customers who took at least three loans grew their revenue and bank balance,
respectively, on average by 28% and 47% from their initial loan to their third loan. Similarly, from our 2014 customer cohort,
customers who took at least three loans grew their revenue and bank balance, respectively, on average by 29% and 54%. In 2015,
24.7% percent of our origination volume from repeat customers was due to unpaid principal balance rolled from existing loans
directly into such repeat originations. In order for a current customer to qualify for a new term loan while a term loan payment
obligation remains outstanding, the customer must pass the following standards:
•
•
•
the business must be approximately 50% paid down on its existing loan;
the business must be current on its outstanding OnDeck loan with no material delinquency history; and
the business must be fully re-underwritten and determined to be of adequate credit quality.
The extent to which we generate repeat business from our customers will be an important factor in our continued revenue
growth and our visibility into future revenue. In conjunction with repeat borrowing activity, our customers also tend to increase
their subsequent loan size compared to their initial loan size. In the fourth quarter of 2014, we introduced the ability for our
customers to carry a term loan and line of credit concurrently. We believe that cross-selling these two products will enhance our
ability to generate repeat business going forward.
The following table summarizes the percentage of loans originated by new and repeat customers. Loans from cross-
selling efforts are classified in the table as repeat loans.
Percentage of Originations (Dollars)
2015
2014
2013
Year Ended December 31,
42.6%
57.4%
49.9%
50.1%
56.5%
43.5%
New
Repeat
Pricing
Customer pricing is determined primarily based on the customer’s OnDeck Score, the loan term, the customer type (new or
repeat) and origination channel. Loans originated through the direct and strategic partner channels are generally priced lower than
loans originated through the funding advisor channel due to the higher commissions paid to funding advisors.
Our customers generally pay between $0.003 and $0.04 per month in interest for every dollar they borrow under one of our
term loans, with the actual amount typically driven by the length of term of the particular loan. In general, historically, our term
loans have been primarily quoted in “Cents on Dollar,” or COD, and lines of credit are quoted in annual percentage rate, or APR.
Given the use case and payback period associated with our shorter term products, we believe many of our customers prefer to
understand pricing on a “dollars in, dollars out” basis and are primarily focused on total payback cost.
We believe that our product pricing has historically fallen between traditional bank loans to small businesses and certain non-
bank small business financing alternatives such as merchant cash advances. The weighted average pricing on our originations has
declined over time as measured by both average “Cents on Dollar” borrowed per month and APR as shown in the table below.
Weighted Average Term Loan
"Cents on Dollar" Borrowed, per
Month
Weighted Average APR - Term
Loans and Lines of Credit
Q4 2015 Q3 2015 Q2 2015 Q1 2015
2014
2013
2012
1.82¢
1.86¢
2.04¢
2.15¢
2.32¢
2.65¢
2.87¢
41.4%
42.7%
46.5%
49.3%
54.4%
63.4%
69.0%
The weighted average APR for term loans and lines of credit has declined over the past years. For the years ended December
31, 2015, 2014 and 2013, the weighted average APR for term loans and lines of credit was 44.5%, 54.4% and 63.4% , respectively.
We attribute this pricing shift to longer average loan term lengths, increased originations from our lower cost direct and strategic
partner channels as a percentage of total originations, the growth of our line of credit product which is priced at a lower APR level
than our term loans, the introduction of our customer loyalty program and our continued efforts to pass savings on to customers.
During the first half of 2015, we introduced our customer loyalty program, under which we reduce interest rates for qualifying
repeat customers, who historically have exhibited stronger credit characteristics than new customers, demonstrated successful loan
43
history by paying down previous loans and generated stronger unit economics in part due to the lower CAC of a repeat customer.
This aligns with our goal of building long-term relationships with our customers. We anticipate that the full impact of our loyalty
program will take several quarters to manifest itself as the program has been in existence less than one full year while the average
term length of a term loan is approximately 12 months. Accordingly, we expect this loyalty program to continue to reduce pricing to
repeat customers for several additional quarters. We believe that the lifetime value of a customer is increased through our loyalty
program and that such increase offsets the impact of loyalty program's lower pricing.
“Cents on Dollar” borrowed reflects the total interest to be paid by a customer to us for each dollar of principal borrowed, and
does not include the loan origination fee. As of December 31, 2015, the APRs of our term loans outstanding ranged from 7.3% to
98.4% and the APRs of our lines of credit outstanding ranged from 14.0% to 36.0%. Because many of our loans are short term in
nature and APR is calculated on an annualized basis, we believe that small business customers tend to understand and evaluate term
loans, especially those of a year or less, primarily on a Cents on Dollar borrowed basis rather than APR. While annualized rates like
APR may help a borrower compare loans of similar duration, especially for loans of 12 months or less, an annualized rate may
be less useful because it is sensitive to duration. For loans of 12 months or less, small differences in loan term can yield large
changes in the associated APR, which makes comparisons and understanding of total interest cost more difficult. We believe that for
such short-term loans, Cents on Dollar, or similar cost measures that provide total interest expense, give a borrower important
information to understand and compare loans, and make an educated decision. Despite these limitations, we are exploring ways to
increase standardization of pricing and comparison terms in our industry in order to help small business customers assess their credit
options. We are also providing APRs for prior periods as supplemental information for comparative purposes. Historically, we have
not used APR as an internal metric to evaluate performance of our business or as a basis to compensate our employees or to measure
their performance. The interest on commercial business loans is also tax deductible as permitted by law compared to typical personal
loans which do not provide a tax deduction. APR does not give effect to the small business customer’s possible tax deductions and
cash savings associated with business related interest expenses.
We consider Effective Interest Yield, or EIY, as a key pricing metric. EIY is the rate of return we achieve on loans outstanding
during a period. Our EIY differs from APR in that it takes into account deferred origination fees and deferred origination costs.
Deferred origination fees include fees paid up front to us by customers when loans are funded and decrease the carrying value of
loans, thereby increasing the EIY. Deferred origination costs are limited to costs directly attributable to originating loans such as
commissions, vendor costs and personnel costs directly related to the time spent by the personnel performing activities related to
loan origination and increase the carrying value of loans, thereby decreasing the Effective Interest Yield.
In addition to individual loan pricing and the number of days in a period, there are many other factors that can affect EIY,
including:
• Channel Mix - In general, loans originated from the direct and strategic partner channels have lower EIYs than loans from
the funding advisor channel primarily due to their lower rates, lower acquisition costs and lower loss rates. The direct and
strategic partner channels have, in the aggregate, made up 72%, 59% and 44% of total originations during the years ended
December 31, 2015, 2014 and 2013, respectively. We expect the direct and strategic partner channels to continue to grow
as a percentage of the overall channel mix as we continue to focus on growing these historically higher-quality
originations.
• Term Mix - In general, term loans with longer durations have lower annualized interest rates. Despite lower EIYs, total
revenues from customers with longer loan durations are typically higher than the revenue of customers with shorter-term,
higher EIY loans because total payback is typically higher compared to a shorter length term for the same principal loan
amount. Since the introduction of our 24-month and 36-month term loan products, the average length of new term loan
originations has increased to 11.8 from 10.8 and 10.0 months for the years ended December 31, 2015, 2014 and 2013,
respectively.
• Customer Type Mix - In general, loans originated from repeat customers have lower EIYs than loans from new
customers. This is primarily due to the fact that repeat customers typically have a higher OnDeck Score and are therefore
deemed to be lower risk. In addition, repeat customers are more likely to be approved for longer terms than new customers
given their established payment history and lower risk profiles. Finally, origination fees are generally reduced or waived
and rates are lower for repeat customers due to our loyalty program, contributing to lower EIYs.
• Product Mix - In general, loans originated from line of credit customers have lower EIYs than loans from term loan
customers. This is primarily due to the fact that lines of credit are expected to have longer lifetime usage than term loans,
enabling more time to recoup upfront acquisition costs. For the year ended 2015, the average line of credit APR was
33.8%, compared to the average term loan APR which was 45.0%. Further, draws from line of credit customers have
increased to 9.1% from 4.9% of total originations in 2015 and 2014, respectively. As we expand the availability and
market awareness of our 24-month and 36-month term loan products, we expect the product mix to result in a further
44
reduction of EIY although it is not possible to estimate the impact since such impact is dependent upon the ultimate volume
achieved by those new products which cannot yet be determined.
• Competition - As new online and alternative lenders have entered the market, there has been an increased volume of direct
marketing to potential borrowers and increased competition for responses to those direct marketing efforts. Competitors
may attempt to obtain new customers by pricing term loans and lines of credit below prevailing market rates. This could
cause downward pricing pressure as these new entrants attempt to win new customers even at the cost of pricing loans
below market rates, or even at rates resulting in net losses to them. While we recognize that there has been increased
competition in the market of small business loans, we believe only a small portion of our period over period EIY decline is
a result of increased competition.
• OnDeck Marketplace Loan Sales - Since its inception in October 2013 through the first quarter of 2015, OnDeck
Marketplace sales had a negligible effect on EIY due to the fact that loans were typically sold within several days of
origination resulting in immaterial increases to interest income. During 2015, EIY began to be more significantly impacted
by OnDeck Marketplace loan sales, in particular because we sold seasoned loans in addition to newly originated loans we
typically sell through OnDeck Marketplace. Sales of seasoned loans typically result in an increase to EIY because we earn
interest income on those loans for a longer period of time as compared to loans typically sold through OnDeck
Marketplace (increasing the numerator of the EIY formula ), and removed the loans from our balance sheet, reducing
Average Loans (decreasing the denominator of the EIY formula). Our EIY was also positively impacted by OnDeck
Marketplace loan sales in 2015 due to the increase in time between loan origination and sale of our loans held for sale as
compared to loans previously sold through OnDeck Marketplace. We earn interest income during the period we hold loans
prior to sale. During 2015, we held those loans for a longer period of time than loans previously sold through OnDeck
Marketplace (increasing the numerator of the EIY formula). During 2015, we sold $617.7 million of loans through OnDeck
Marketplace representing a 325% increase over 2014.
Marketplace originations are defined as loans that, at origination or upon renewal, are designated to be sold. Our Marketplace
originations come from one of the following two origination sources:
• New loans which are designated at origination to be sold, referred to as "Originations of loans held for sale;" and
• Loans which were originally designated as held for investment that are subsequently designated to be sold at the
time of their renewal and which are considered modified loans, referred to as "Originations of loans held for investment,
modified;"
The following table summarizes the initial principal of originations of the aforementioned two sources as it relates to the
statement of cash flows during 2015, 2014 and 2013.
Year Ended December 31,
Originations of loans held for sale
Originations of loans held for investment, modified
Marketplace originations
2015
2014
(in thousands)
$ 445,968 $ 140,578
—
$ 584,936 $ 140,578
138,968
2013
$ 18,834
—
$ 18,834
1
The twelve months ended December 31, 2015 excludes the sale of $32,783 of loans held for investment, which were not initially
designated for sale at origination or upon renewal.
Since 2013, as part of our continuing initiative to reduce pricing while controlling risk, our EIY has generally declined. Our
EIY for 2015, 2014 and 2013 was 36.9%, 40.4% and 42.7%, respectively. Although OnDeck Marketplace loan sales had a positive
impact on EIY, the pricing reductions which resulted from the numerous items discussed above generated an impact which resulted
in a net decline in EIY.
We expect our pricing to continue to decline as our originations continue to shift towards our direct and strategic partner
channels and repeat customers take advantage of our loyalty pricing, although over the longer term we expect the decline to be at a
more gradual pace that occurred between 2014 and 2015.
45
Sale of Whole Loans through OnDeck Marketplace
In October 2013, we began to sell whole loans to institutional investors through OnDeck Marketplace. For the years
ended 2015 and 2014, approximately 34.3% and 12.8%, respectively, of total originations were OnDeck Marketplace
originations. Because market conditions allowed us to generate higher premiums on loans sales in 2015 compared to 2014, we
increased the use of OnDeck Marketplace as a funding source. Our Marketplace Gain on Sale Rate increased to 8.6% for the
year ended 2015 as compared to 6.1% for the year ended 2014. By increasing our use of OnDeck Marketplace as a funding
source, we have recognized increased gain on sale revenue, which is recognized at the point of the whole loan sale, as opposed
to recognizing future interest income over the life of the loan. We believe that the increased premiums, ongoing servicing fees
generated and mitigation of credit risk can be an attractive alternative to holding to maturity. The degree to which we sell loans
through OnDeck Marketplace largely depends on the premiums available to us. To the extent our use of OnDeck Marketplace
as a funding source decreases in the future due to lower available premiums or otherwise, our gross revenue could be materially
effected.
Customer Acquisition Costs
Our customer acquisition costs, or CACs, differ depending upon the acquisition channel. CACs in our direct channel
include the commissions paid to our internal salesforce and expenses associated with items such as direct mail, social media
and other online marketing activities. CACs in our strategic partner channel include commissions paid to our internal salesforce
and strategic partners. CACs in our funding advisor channel include commissions paid to our internal salesforce and funding
advisors. CACs in all channels include new originations as well as renewals. Compared to 2014, our CACs in the strategic
partner channel and in our funding advisor channel in 2015 have declined as a percentage of total originations from the
respective channels. Our direct channel CACs have also declined as a percentage of originations as a result of the increasing
scale of our operations, improvements in customer targeting, our introduction of our line of credit product, the addition of pre-
qualifications to our marketing outreach and underwriting process and increased repeat purchases from customers. Increased
competition for customer response could require us to incur higher customer acquisition costs and make it more difficult for us
to grow our loan originations in both unit and volume for both new as well as repeat customers.
Customer Lifetime Value
The ongoing lifetime value of our customers will be an important component of our future performance. We analyze
customer lifetime value not only by tracking the “contribution” of customers over their lifetime with us, but also by comparing
this contribution to the acquisition costs incurred in connection with originating such customers’ initial loans.
For illustration, we consider customers that took their first ever loan from us during 2013 and look at all of their
borrowing and transaction history from that date through December 31, 2015. The borrowing characteristics of these
borrowers include:
• Average number of loans per customer during the measurement period: 2.4
• Average initial loan size: $33,096
• Average repeat loan size: $51,529
• Total borrowings: $824 million
On the same basis, the borrowing characteristics of customers that took their first ever loan from us during 2014 include:
• Average number of loans per customer during the measurement period: 2.0
• Average initial loan size: $40,713
• Average repeat loan size: $56,408
• Total borrowings: $1.26 billion
Historical Charge-Offs
We illustrate below our historical loan losses by providing information regarding our net lifetime charge-off ratios by cohort.
Net lifetime charge-offs are the unpaid principal balance charged off less recoveries of loans previously charged off, and a given
cohort’s net lifetime charge-off ratio equals the cohort’s net lifetime charge-offs through December 31, 2015 divided by the cohort’s
total original loan volume. Repeat loans in both the numerator and denominator include the full renewal loan principal, rather than
the net funded amount, which is the renewal loan’s principal net of the unpaid principal balance on the existing loan. Loans are
46
typically charged off after 90 days of nonpayment. Loans originated and charged off between January 1, 2012 and December 31,
2015 were on average charged off near the end of their loan term. The chart immediately below includes all term loan originations,
regardless of funding source, including loans sold through our OnDeck Marketplace or held for sale on our balance sheet.
Net Charge-off Ratios by Cohort Through December 31, 2015
Principal Outstanding as of
December 31, 2015
2012
—%
2013
0.1%
2014
Q1 2015 Q2 2015 Q3 2015 Q4 2015
1.8%
11.5%
26.1%
56.8%
88.2%
The following charts display the historical lifetime cumulative net charge-off ratios, by origination year. The charts reflect all
term loan originations, regardless of funding source, including loans sold through our OnDeck Marketplace or held for sale on our
balance sheet. The data is shown as a static pool for annual cohorts, illustrating how the cohort has performed given equivalent
months of seasoning.
Given that the originations in the latter half of 2015 cohort are relatively unseasoned as of December 31, 2015, these cohorts
reflect low lifetime charge-off ratios in each of the new customer, repeat customer and total loans charts below. Further, given our
loans are typically charged off after 90 days of nonpayment, all cohorts reflect approximately 0% for the first four months in the
below charts.
47
Net Cumulative Lifetime Charge-off Ratios
New Loans
Originations
New term loans (in thousands)
Weighted average term (months)
2013
2012
Q1 2015 Q2 2015 Q3 2015 Q4 2015
$ 97,367 $ 256,344 $ 521,355 $ 167,321 $ 134,878 $ 154,847 $ 170,448
12.5
11.2
2014
10.0
10.8
11.7
11.5
9.1
48
Net Cumulative Lifetime Charge-off Ratios
Repeat Loans
Originations
Repeat term loans (in
thousands)
Weighted average term
(months)
2012
2013
2014
Q1 2015 Q2 2015 Q3 2015 Q4 2015
$ 75,880
$ 199,587 $ 579,602 $ 217,382 $ 246,611
$ 283,170
$ 328,959
9.3
10.0
11.6
12.2
12.2
12.6
13.5
49
Net Cumulative Lifetime Charge-off Ratios
All Loans
Originations
All term loans (in thousands)
Weighted average term (months)
Economic Conditions
2013
2012
Q1 2015 Q2 2015 Q3 2015 Q4 2015
$ 173,246 $ 455,931 $ 1,100,957 $ 384,703 $ 381,490 $ 438,017 $ 499,407
13.2
11.9
2014
12.3
10.0
11.9
11.2
9.2
Changes in the overall economy may impact our business in several ways, including demand for our products, credit
performance, and funding costs.
• Demand for Our Products. In a strong economic climate, demand for our products may increase as consumer spending
increases and small businesses seek to expand. In addition, more potential customers may meet our underwriting
requirements to qualify for a loan. At the same time, small businesses may experience improved cash flow and liquidity
resulting in fewer customers requiring loans to manage their cash flows. In that climate, traditional lenders may also
approve loans for a higher percentage of our potential customers. In a weakening economic climate or recession, the
opposite may occur.
• Credit Performance. In a strong economic climate, our customers may experience improved cash flow and liquidity, which
may result in lower loan losses. In a weakening economic climate or recession, the opposite may occur. We factor
economic conditions into our loan underwriting analysis and reserves for loan losses, but changes in economic conditions,
particularly sudden changes, may affect our actual loan losses. These effects may be partially mitigated by the short-term
nature and repayment structure of our loans, which should allow us to react more quickly than if the terms of our loans
were longer.
•
Loan Losses. Our underwriting process is designed to limit our loan losses to levels compatible with our business strategy
and financial model. Our aggregate loan loss rates from 2012 through 2015 have been consistent with our financial targets.
50
Our overall loan losses are affected by a variety of factors, including external factors such as prevailing economic
conditions, general small business sentiment and unusual events such as natural disasters, as well as internal factors such as
the accuracy of the OnDeck Score, the effectiveness of our underwriting process and the introduction of new products, such
as our line of credit, with which we have less experience to draw upon when forecasting their loss rates. Our loan loss rates
may vary in the future.
• Funding Costs. Changes in macroeconomic conditions may affect generally prevailing interest rates, and such effects may
be amplified or reduced by other factors such as fiscal and monetary policies, economic conditions in other markets and
other factors. Interest rates may also change for reasons unrelated to economic conditions. To the extent that interest rates
rise, our funding costs will increase and the spread between our Effective Interest Yield and our Cost of Funds Rate may
narrow to the extent we cannot correspondingly increase the payback rates we charge our customers. As we have grown,
we have been able to lower our Cost of Funds Rate by negotiating more favorable interest rates on our debt and accessing
new sources of funding, such as the OnDeck Marketplace and the securitization markets. If we are successful in continuing
to lower our Cost of Funds Rate, we do not expect that it will continue to decline as significantly as it has since 2012.
Components of Our Results of Operations
Revenue
Interest Income. We generate revenue primarily through interest and origination fees earned on the term loans we originate,
and to a lesser extent, interest earned on lines of credit. Interest income also includes interest income earned on loans held for sale
from the time the loan is originated to when it is ultimately sold as well as other miscellaneous interest income. Our interest and
origination fee revenue is amortized over the term of the loan using the effective interest method. Origination fees collected but not
yet recognized as revenue are netted with direct origination costs and recorded as a component of loans held for investment or loans
held for sale, as appropriate, on our consolidated balance sheets and recognized over the term of the loan. Direct origination costs
include costs directly attributable to originating a loan, including commissions, vendor costs and personnel costs directly related to
the time spent by those individuals performing activities related to loan origination.
Gain on Sales of Loans. We sell term loans to third-party institutional investors through OnDeck Marketplace. We recognize a
gain or loss on the sale of such loans as the difference between the proceeds received, adjusted for initial recognition of servicing
assets or liabilities obtained at the date of sale, and the outstanding principal and net deferred origination costs.
Other Revenue. Other revenue includes servicing revenue related to loans previously sold, fair value adjustments to servicing
rights, monthly fees charged to customers for our line of credit, and marketing fees earned from our issuing bank partners, which are
recognized as the related services are provided.
Cost of Revenue
Provision for Loan Losses. Provision for loan losses consists of amounts charged to income during the period to maintain an
allowance for loan losses, or ALLL, estimated to be adequate to provide for probable credit losses inherent in our existing loan
portfolio. Our ALLL represents our estimate of the expected credit losses inherent in our portfolio of term loans and lines of credit
and is based on a variety of factors, including the composition and quality of the portfolio, loan specific information gathered
through our collection efforts, delinquency levels, our historical charge-off and loss experience and general economic conditions. We
expect our aggregate provision for loan losses to increase in absolute dollars as the amount of term loans and lines of credit we
originate and hold for investment increases.
Funding Costs. Funding costs consist of the interest expense we pay on the debt we incur to fund our lending activities, certain
fees and the amortization of deferred debt issuance costs incurred in connection with obtaining this debt, such as banker fees,
origination fees and legal fees. Such costs are expensed immediately upon early extinguishment of the related debt. We expect
funding costs to continue to increase in absolute dollars in the near future as we incur additional debt to support future term loan and
line of credit originations. In addition, funding costs as a percentage of gross revenue will fluctuate based on the applicable interest
rates payable on the debt we incur to fund our lending activities and our OnDeck Marketplace revenue mix. While we will continue
to seek to lower our Cost of Funds Rate, an increase in interest rates or access to financing facilities that offer us greater flexibility
could result in an increase of our cost of funds. We have been able to lower our Cost of Funds Rate by negotiating more favorable
interest rates on our debt and accessing new sources of funding, such as the OnDeck Marketplace and the securitization markets. If
we are successful in continuing to lower our Cost of Funds Rate, we do not expect that it will continue to decline as significantly as
it has since 2012.
51
Operating Expense
Operating expense consists of sales and marketing, technology and analytics, processing and servicing, and general and
administrative expenses. Salaries and personnel-related costs, including benefits, bonuses and stock-based compensation expense,
comprise a significant component of each of these expense categories. We expect our stock-based compensation expense to increase
in the future. The number of employees was 638, 444 and 251 at December 31, 2015, 2014 and 2013, respectively. We expect to
continue to hire new employees in order to support our growth strategy. All operating expense categories also include an allocation
of overhead, such as rent and other overhead, which is based on employee headcount.
Sales and Marketing. Sales and marketing expense consists of salaries and personnel-related costs of our sales and marketing
and business development employees, as well as direct marketing and advertising costs, online and offline customer acquisition
costs (such as direct mail, paid search and search engine optimization costs), public relations, radio and television advertising,
promotional event programs and sponsorships, corporate communications and allocated overhead. We expect our sales and
marketing expense to increase in absolute dollars in the foreseeable future as we further increase the number of sales and marketing
professionals and increase our marketing activities in order to continue to expand our direct customer acquisition efforts and build
our brand. Future sales and marketing expense may include the expense associated with warrants issued to a strategic partner if
performance conditions are met as described in Note 9 of Notes to Consolidated Financial Statements elsewhere in this report.
Technology and Analytics. Technology and analytics expense consists primarily of the salaries and personnel-related costs of
our engineering and product employees as well as our credit and analytics employees who develop our proprietary credit-scoring
models. Additional expenses include third-party data acquisition expenses, professional services, consulting costs, expenses related
to the development of new products and technologies and maintenance of existing technology assets, amortization of capitalized
internal-use software costs related to our technology platform and allocated overhead. We believe continuing to invest in technology
is essential to maintaining our competitive position, and we expect these costs to rise in the near term on an absolute basis and as a
percentage of gross revenue.
Processing and Servicing. Processing and servicing expense consists primarily of salaries and personnel related costs of our
credit analysis, underwriting, funding, fraud detection, customer service and collections employees. Additional expenses include
vendor costs associated with third-party credit checks, lien filing fees and other costs to evaluate, close and fund loans and overhead
costs. We anticipate that our processing and servicing expense will rise in absolute dollars as we grow originations.
General and Administrative. General and administrative expense consists primarily of salary and personnel-related costs for
our executive, finance and accounting, legal and people operations employees. Additional expenses include a provision for the
unfunded portion of our lines of credit, consulting and professional fees, insurance, legal, occupancy, travel, gain or loss on foreign
exchange and other corporate expenses. Subsequent to our initial public offering, these expenses also include costs associated with
compliance with the Sarbanes-Oxley Act and other regulations governing public companies, directors’ and officers’ liability
insurance, increased accounting. We anticipate that our general and administrative expense will increase in absolute dollars as we
continue to grow and expand our operations but will decline as a percentage of gross revenue over the longer term.
Other (Expense) Income
Interest Expense. Interest expense consists of interest expense and amortization of deferred debt issuance costs incurred on
debt associated with our corporate activities. It does not include interest expense incurred on debt associated with our lending
activities.
Warrant Liability Fair Value Adjustment. We issued warrants to purchase shares of our Series E redeemable convertible
preferred stock in connection with certain consulting and commercial agreements in 2014. As the warrant holders had the right to
demand that their redeemable convertible preferred stock be settled in cash after the passage of time, we recorded the warrants as
liabilities on our consolidated balance sheet. The fair values of our redeemable convertible preferred stock warrant liabilities are re-
measured at the end of each reporting period and any changes in fair values are recognized in other (expense) income. During 2014,
a majority of these warrants were exercised, eliminating the associated warrant liabilities. At the completion of our initial public
offering in December 2014, the remaining outstanding warrants were converted into warrants to purchase common stock, which
resulted in the reclassification of the warrant liability to additional paid-in-capital, and no further changes in fair value will be
recognized in other (expense) income. Future warrant liability fair value adjustment may include adjustments associated with
warrants issued to a strategic partner as described in Note 9 of Notes to Consolidated Financial Statements elsewhere in this report.
52
Provision for Income Taxes
Provision for income taxes consists of U.S. federal, state and foreign income taxes, if any. Through December 31, 2015, we
have not been required to pay U.S. federal or state income taxes nor any foreign taxes because of our current and accumulated net
operating losses. As of December 31, 2015, we had $50.6 million of federal net operating loss carryforwards and $49.8 million of
state net operating loss carryforwards available to reduce future taxable income, unless limited due to historical or future ownership
changes. The federal net operating loss carryforwards will begin to expire at various dates beginning in 2027.
The Internal Revenue Code of 1986, as amended, or the Code, imposes substantial restrictions on the utilization of net
operating losses and other tax attributes in the event of an “ownership change” of a corporation. Events which may cause limitation
in the amount of the net operating losses and other tax attributes that are able to be utilized in any one year include, but are not
limited to, a cumulative ownership change of more than 50% over a three-year period, which has occurred as a result of historical
ownership changes. Accordingly, our ability to use pre-change net operating loss and certain other attributes are limited as
prescribed under Sections 382 and 383 of the Code. Therefore, if we earn net taxable income in the future, our ability to reduce our
federal income tax liability with our existing net operating losses is subject to limitation. Future offerings, as well as other future
ownership changes that may be outside our control could potentially result in further limitations on our ability to utilize our net
operating loss and tax attributes. Accordingly, achieving profitability may not result in a full release of the valuation allowance.
As of December 31, 2015, a full valuation allowance of $32.0 million was recorded against our net deferred tax assets.
Results of Operations
The following table sets forth our consolidated statements of operations data for each of the periods indicated.
Revenue:
Interest income
Gain on sales of loans
Other revenue
Gross revenue
Cost of revenue:
Provision for loan losses
Funding costs
Total cost of revenue
Net revenue
Operating expense:
Sales and marketing
Technology and analytics
Processing and servicing
General and administrative
Total operating expense
Loss from operations
Other expense:
Interest expense
Warrant liability fair value adjustment
Total other expense
Loss before provision for income taxes
Provision for income taxes
Net loss
Year Ended December 31,
2015
2014
2013
(dollars in thousands)
$
195,048 $
53,354
6,365
254,767
74,863
20,244
95,107
159,660
60,575
42,653
13,053
45,304
161,585
(1,925)
145,275 $
8,823
3,966
158,064
67,432
17,200
84,632
73,432
33,201
17,399
8,230
21,680
80,510
(7,078)
(306)
—
(306)
(2,231)
—
(2,231) $
(398)
(11,232)
(11,630)
(18,708)
—
(18,708) $
$
62,941
788
1,520
65,249
26,570
13,419
39,989
25,260
18,095
8,760
5,577
12,169
44,601
(19,341)
(1,276)
(3,739)
(5,015)
(24,356)
—
(24,356)
53
The consolidated statements of operations data as a percentage of gross revenue for each of the periods indicated.
Revenue:
Interest income
Gain on sales of loans
Other revenue
Gross revenue
Cost of revenue:
Provision for loan losses
Funding costs
Total cost of revenue
Net revenue
Operating expense:
Sales and marketing
Technology and analytics
Processing and servicing
General and administrative
Total operating expense
Loss from operations
Other expense:
Interest expense
Warrant liability fair value adjustment
Total other expense
Loss before provision for income taxes
Provision for income taxes
Net loss
Year Ended December 31,
2015
2014
2013
76.6 %
20.9
2.5
100.0
91.9 %
5.6
2.5
100.0
29.4
7.9
37.3
62.7
23.8
16.7
5.1
17.8
63.4
(0.8)
(0.1)
—
(0.1)
(0.9)
—
(0.9)%
42.7
10.9
53.5
46.5
21.0
11.0
5.2
13.7
50.9
(4.5)
(0.3)
(7.1)
(7.4)
(11.8)
—
(11.8)%
96.5 %
1.2
2.3
100.0
40.7
20.6
61.3
38.7
27.7
13.4
8.5
18.7
68.4
(29.6)
(2.0)
(5.7)
(7.7)
(37.3)
—
(37.3)%
54
Comparison of Years Ended December 31, 2015 and 2014
Year Ended December 31,
2015
2014
Amount
Percentage of
Gross
Revenue
Amount
Percentage of
Gross
Revenue
(dollars in thousands)
Period-to-Period
Change
Amount
Percentage
$
195,048
53,354
6,365
254,767
74,863
20,244
95,107
159,660
60,575
42,653
13,053
45,304
161,585
(1,925)
76.6 % $
20.9
2.5
100.0
145,275
8,823
3,966
158,064
91.9 % $
5.6
2.5
100.0
29.4
7.9
37.3
62.7
23.8
16.7
5.1
17.8
63.4
(0.8)
67,432
17,200
84,632
73,432
33,201
17,399
8,230
21,680
80,510
(7,078)
42.7
10.9
53.5
46.5
21.0
11.0
5.2
13.7
50.9
(4.5 )
49,773
44,531
2,399
96,703
7,431
3,044
10,475
86,228
27,374
25,254
4,823
23,624
81,075
5,153
34.3 %
504.7
60.5
61.2
11.0
17.7
12.4
117.4
82.4
145.1
58.6
109.0
100.7
72.8
(306)
(0.1)
(398)
(0.3 )
92
(23.1)
—
(306)
(2,231)
—
(2,231)
—
(0.1)
(0.9)
—
(0.9)% $
(11,232)
(11,630)
(18,708)
—
(18,708)
(7.1 )
(7.4 )
(11.8 )
—
(11.8 )% $
11,232
11,324
16,477
—
16,477
(100.0)
(97.4)
(88.1)
—
(88.1)%
Revenue:
Interest income
Gain on sales of loans
Other revenue
Gross revenue
Cost of revenue:
Provision for loan losses
Funding costs
Total cost of revenue
Net revenue
Operating expenses:
Sales and marketing
Technology and analytics
Processing and servicing
General and administrative
Total operating expenses
Loss from operations
Other (expense) income:
Interest expense
Warrant liability fair value
adjustment
Total other (expense) income:
Loss before provision for income taxes
Provision for income taxes
Net loss
$
Revenue
Revenue:
Interest income
Gain on sales of loans
Other revenue
Gross revenue
Year Ended December 31,
2015
2014
Amount
Percentage of
Gross
Revenue
Amount
Percentage of
Gross
Revenue
(dollars in thousands)
Period-to-Period
Change
Amount
Percentage
$
$
195,048
53,354
6,365
254,767
76.6% $
20.9
2.5
100.0% $
145,275
8,823
3,966
158,064
91.9% $
5.6
2.5
100.0% $
49,773
44,531
2,399
96,703
34.3%
504.7
60.5
61.2%
55
Gross revenue increased by $96.7 million, or 61%, from $158.1 million in 2014 to $254.8 million in 2015. This growth was in
part attributable to a $49.8 million, or 34.3%, increase in interest income, which was primarily driven by increases in the Average
Loans in 2015. During 2015, our Average Loans increased 46.8% to $527.9 million from $359.7 million during 2015. The increase
in originations was partially offset by a decline in our Effective Interest Yield on loans outstanding from 40.4% to 36.9% over the
same period.
Gain on sales of loans increased by $44.5 million, from $8.8 million in 2014 to $53.4 million in 2015. This increase was
primarily attributable to a $472.4 million increase in sales of loans through OnDeck Marketplace in 2015 as well as an increase in
Marketplace Gain on Sale Rate from 6.1% in 2014 to 8.6% in 2015.
Other revenue increased $2.4 million, or 60%, in 2015 as compared to 2014, primarily attributable to a $2.8 million increase
related to servicing fees which was driven by the increase in OnDeck Marketplace loan sales. This increase was partially offset by a
$1.0 million reduction in marketing fees from our issuing bank partners.
Cost of Revenue
Year Ended December 31,
2015
2014
Amount
Percentage of
Gross
Revenue
Amount
Percentage of
Gross
Revenue
(dollars in thousands)
Period-to-Period
Change
Amount
Percentage
Cost of revenue:
Provision for loan losses
Funding costs
Total cost of revenue
$
$
74,863
20,244
95,107
29.4% $
7.9
37.3% $
67,432
17,200
84,632
42.7% $
10.9
53.5% $
7,431
3,044
10,475
11.0%
17.7
12.4%
Provision for Loan Losses. Provision for loan losses increased by $7.4 million, or 11%, from $67.4 million in 2014 to $74.9
million in 2015. This increase was primarily attributable to the increase in originations of term loans and lines of credit originated
and held for investment. In accordance with GAAP, we recognize revenue on loans over their term, but provide for probable credit
losses on the loans at the time they are originated. We then periodically adjust our estimate of those probable credit losses based on
actual performance and changes in loss expectations. As a result, we believe that analyzing provision for loan losses as a percentage
of originations, rather than as a percentage of gross revenue, provides more useful insight into our operating performance. Our
provision for loan losses as a percentage of originations held for investment, or the Provision Rate, decreased from 6.6% in 2014 to
5.8% in 2015. The decrease was related to improvements in the portfolio performance, increase in loan rollovers and line of credit
repayments and re-borrowings and a more predictive OnDeck Score, partially offset by the origination of longer average term loans
and the increase of originations of our line of credit product.
Funding Costs. Funding costs increased by $3.0 million, or 17.7%, from $17.2 million in 2014 to $20.2 million in 2015. The
increase in funding costs was primarily attributable to the increases in our aggregate outstanding borrowings and the impact of the
growth of our partner synthetic participation program which was partially offset by our lower Cost of Funds Rate. The average
balance of our funding debt facilities during 2015 was $377.2 million as compared to the average balance of $279.3 million during
2014. In addition, we experienced a $0.5 million increase in unused commitment fees in 2015 as compared to 2014, primarily
related to the increase in capacity associated with our ODART and ODAP facilities. As a percentage of gross revenue, funding costs
decreased from 10.9% in 2014 to 7.9% in 2015. The decrease in funding costs as a percentage of gross revenue was primarily the
result of more favorable interest rates on our debt facilities associated with our lending activities and the increased utilization of
OnDeck Marketplace, as we incur a marginal amount of funding costs to finance many of the loans we sell through OnDeck
Marketplace. As a result, our funding costs have decreased as a percentage of gross revenue and our Cost of Funds Rate decreased
from 6.2% in 2014 to 5.4% in 2015.
56
Operating Expense
Sales and Marketing
Year Ended December 31,
2015
2014
Amount
Percentage of
Gross
Revenue
Amount
Percentage of
Gross
Revenue
Period-to-Period
Change
Amount
Percentage
Sales and marketing
$
60,575
23.8% $
(dollars in thousands)
33,201
21.0% $
27,374
82.4%
Sales and marketing expense increased by $27.4 million, or 82%, from $33.2 million in 2014 to $60.6 million in 2015. The
increase was in part attributable to a $16.6 million increase in direct marketing, general marketing and advertising costs as we
expanded our marketing programs to drive increased customer acquisition and brand awareness. In addition, we incurred a $10.7
million increase in salaries and personnel-related costs and consultant expenses as we expanded our sales and marketing
departments expanded to meet our growing needs.
Technology and Analytics
Year Ended December 31,
2015
2014
Amount
Percentage of
Gross
Revenue
Amount
Percentage of
Gross
Revenue
Period-to-Period
Change
Amount
Percentage
Technology and analytics
$
42,653
16.7% $
(dollars in thousands)
17,399
11.0% $
25,254
145.1%
Technology and analytics expense increased by $25.3 million, or 145%, from $17.4 million in 2014 to $42.7 million in 2015.
The increase was primarily attributable to a $16.6 million increase in salaries and personnel-related costs, as we increased the
number of technology personnel developing our platform, as well as analytics personnel to further improve upon algorithms
underlying the OnDeck Score. We incurred a $3.7 million increase in information technology security expense, non-capitalizable
technology supplies and software licenses, a $2.0 million increase in amortization of capitalized internal-use software costs related
to our technology platform and our new data center facility, and a $1.9 million increase in technology-related consulting expense.
Processing and Servicing
Year Ended December 31,
2015
2014
Period-to-Period
Change
Amount
Percentage of
Gross
Revenue
Amount
Percentage of
Gross
Revenue
Amount
Percentage
Processing and servicing
$
13,053
5.1% $
(dollars in thousands)
8,230
5.2% $
4,823
58.6%
Processing and servicing expense increased by $4.8 million, or 59%, from $8.2 million in 2014 to $13.1 million in 2015. The
increase was primarily attributable to a $4.0 million increase in salaries and personnel-related costs, as we increased the number of
processing and servicing personnel to support the increased volume of loan applications and approvals and increased loan servicing
requirements. In addition, we incurred a $0.7 million increase in third-party processing costs, credit information and filing fees as a
result of the increased volume of loan applications and originations.
57
General and Administrative
Year Ended December 31,
2015
2014
Period-to-Period
Change
Amount
Percentage of
Gross
Revenue
Amount
Percentage of
Gross
Revenue
Amount
Percentage
General and administrative
$
45,304
17.8% $
(dollars in thousands)
21,680
13.7% $
23,624
109.0%
General and administrative expense increased by $23.6 million, or 109%, from $21.7 million in 2014 to $45.3 million in 2015.
The increase was primarily attributable to a $10.7 million increase in salaries and personnel-related costs as we increased the
number of general and administrative personnel in 2015 to support the growth of our business and to meet the operating needs of a
public company. We incurred a $5.2 million increase in consulting, legal, recruiting, accounting and other miscellaneous expenses in
2015 in support of our growth and to meet the operating needs of being a public company. We reserved an additional $1.7 million in
2015 related to potential future losses on the unfunded portion of our lines of credit, due to the growth of that product. Our loss
related to foreign currency transactions and holdings associated with the decline in the value of the Canadian dollar relative to the
U.S. dollar increased by $1.3 million in 2015 as compared to the prior year. In 2014, general and administrative expenses was
negatively impacted by a $0.8 million expense related to the termination of a lease.
58
Comparison of Years Ended December 31, 2014 and 2013
Year Ended December 31,
2014
2013
Amount
Percentage of
Gross
Revenue
Amount
Percentage of
Gross
Revenue
(dollars in thousands)
Period-to-Period
Change
Amount
Percentage
Revenue:
Interest income
Gain on sales of loans
Other revenue
Gross revenue
Cost of revenue:
Provision for loan losses
Funding costs
Total cost of revenue
Net revenue
Operating expense:
Sales and marketing
Technology and analytics
Processing and servicing
General and administrative
Total operating expense
Loss from operations
Other expense:
Interest expense
Warrant liability fair value
adjustment
Total other expense
Loss before provision for income
taxes
Provision for income taxes
Net loss
$
$
145,275
8,823
3,966
158,064
67,432
17,200
84,632
73,432
33,201
17,399
8,230
21,680
80,510
(7,078)
91.9 % $
5.6
2.5
100.0
42.7
10.9
53.5
46.5
21.0
11.0
5.2
13.7
50.9
(4.5)
62,941
788
1,520
65,249
26,570
13,419
39,989
25,260
18,095
8,760
5,577
12,169
44,601
(19,341)
96.5 % $
1.2
2.3
100.0
40.7
20.6
61.3
38.7
27.7
13.4
8.5
18.7
68.4
(29.6 )
82,334
8,035
2,446
92,815
40,862
3,781
44,643
48,172
15,106
8,639
2,653
9,511
35,909
12,263
130.8 %
1,019.7
160.9
142.2
153.8
28.2
111.6
190.7
83.5
98.6
47.6
78.2
80.5
(63.4)
(398)
(0.3)
(1,276)
(2.0 )
878
(68.8)
(11,232)
(11,630)
(18,708)
—
(18,708)
(7.1)
(7.4)%
(3,739)
(5,015)
(5.7 )
(7.7 )%
(7,493)
(6,615)
200.4
131.9 %
(11.8)
—
(11.8)% $
(24,356)
—
(24,356)
(37.3 )
—
(37.3 )% $
5,648
(23.2)
—
5,648
(23.2)%
59
Revenue
Revenue:
Interest income
Gain on sales of loans
Other revenue
Gross revenue
_________________________
Year Ended December 31,
2014
2013
Amount
Percentage of
Gross
Revenue
Amount
Percentage of
Gross
Revenue
(dollars in thousands)
Period-to-Period
Change
Amount
Percentage
$
$
145,275
8,823
3,966
158,064
91.9% $
5.6
2.5
100.0% $
62,941
788
1,520
65,249
96.5% $
1.2
2.3
100.0% $
82,334
8,035
2,446
92,815
130.8%
1,019.7
160.9
142.2%
Gross revenue increased by $92.8 million, or 142%, from $65.2 million in 2013 to $158.1 million in 2014. This growth was
primarily attributable to a $82.3 million, or 131%, increase in interest income, which was primarily driven by increases in the
average total loans outstanding in 2014. During 2014, our average total loans outstanding increased 144% to $359.7 million from
$147.4 million during 2013. The increase in originations was partially offset by a decline in our Effective Interest Yield on loans
outstanding from 42.7% to 40.4% in the later period.
Gain on sales of loans increased by $8.0 million, from $0.8 million in 2013 to $8.8 million in 2014. This increase was
primarily attributable to a $121.6 million (which equated to a carrying value of $126.5 million) increase in sale of term loans
through OnDeck Marketplace in 2014. We launched OnDeck Marketplace in October 2013.
Other revenue increased $2.4 million, or 161%, in 2014 as compared to 2013, primarily attributable to an increase in
marketing fees from our issuing bank partners and an increase in OnDeck Marketplace servicing fees.
Cost of Revenue
Year Ended December 31,
2014
2013
Period-to-Period
Change
Amount
Percentage of
Gross
Revenue
Amount
Percentage of
Gross
Revenue
Amount
Percentage
(dollars in thousands)
Cost of revenue:
Provision for loan losses
Funding costs
Total cost of revenue
$
$
67,432
17,200
84,632
42.7% $
10.9
53.5% $
26,570
13,419
39,989
40.7% $
20.6
61.3% $
40,862
3,781
44,643
153.8%
28.2
111.6%
Provision for Loan Losses. Provision for loan losses increased by $40.9 million, or 154%, from $26.6 million in 2013 to $67.4
million in 2014. The increase in provision for loan losses was primarily attributable to the increase in originations of term loans and
lines of credit. In accordance with GAAP, we recognize revenue on loans over their term, but provide for probable credit losses on
the loans at the time they are originated and then adjust periodically based on actual performance and changes in loss expectations.
As a result, we believe that analyzing provision for loan losses as a percentage of originations, rather than as a percentage of gross
revenue, provides more useful insight into our operating performance. The Provision Rate increased from 6.0% in 2013 to 6.6% in
2014. The increase was primarily due to the longer average term of loan originations and the increase of originations of our line of
credit product.
Funding Costs. Funding costs increased by $3.8 million, or 28.2%, from $13.4 million in 2013 to $17.2 million in 2014. The
increase in funding costs was primarily attributable to the increases in our aggregate outstanding borrowings. The average balance of
our funding debt facilities during 2014 was $279.3 million as compared to the average balance of $124.2 million during 2013. In
60
addition, we experienced a $0.4 million increase in amortization of debt issuance costs in 2014 as compared to 2013, primarily
related to our securitization transaction in May 2014. As a percentage of gross revenue, funding costs decreased from 20.6% in 2013
to 10.9% in 2014. The decrease in funding costs as a percentage of gross revenue was primarily the result of more favorable interest
rates on our debt facilities associated with our lending activities and the creation of the OnDeck Marketplace, as loans sold through
the OnDeck Marketplace do not incur funding costs from our debt facilities. The decrease in funding costs as a percentage of gross
revenue can be seen in the decrease in our Cost of Funds Rate which decreased from 10.8% in 2013 to 6.2% in 2014.
Operating Expense
Sales and Marketing
Year Ended December 31,
2014
2013
Amount
Percentage of
Gross
Revenue
Amount
Percentage of
Gross
Revenue
Period-to-Period
Change
Amount
Percentage
Sales and marketing
$
33,201
21.0% $
(dollars in thousands)
18,095
27.7% $
15,106
83.5%
Sales and marketing expense increased by $15.1 million, or 83%, from $18.1 million in 2013 to $33.2 million in 2014. The
increase was in part attributable to a $5.7 million increase in salaries and personnel-related costs and consultant expenses. In
addition, we experienced an $8.7 million increase in direct marketing, general marketing and advertising costs as we expanded our
marketing programs to drive increased customer acquisition and brand awareness. As a percentage of gross revenue, sales and
marketing expense decreased from 27.7% in 2013 to 21.0% in 2014.
Technology and Analytics
Year Ended December 31,
2014
2013
Amount
Percentage of
Gross
Revenue
Amount
Percentage of
Gross
Revenue
(dollars in thousands)
Period-to-Period
Change
Amount
Percentage
Technology and analytics
$
17,399
11.0% $
8,760
13.4% $
8,639
98.6%
Technology and analytics expense increased by $8.6 million, or 99%, from $8.8 million in 2013 to $17.4 million in 2014. The
increase was primarily attributable to a $6.4 million increase in salaries and personnel-related costs, as we increased the number of
technology personnel developing our platform, as well as analytics personnel to further improve upon algorithms underlying the
OnDeck Score. In addition, we experienced a $1.8 million increase in amortization of capitalized internal-use software costs related
to our technology platform, expenses related to our new data center facility, technology licenses and other costs to support our larger
employee base. As a percentage of gross revenue, technology and analytics expense decreased from 13.4% in 2013 to 11.0% in
2014.
Processing and Servicing
Year Ended December 31,
2014
2013
Amount
Percentage of
Gross
Revenue
Amount
Percentage of
Gross
Revenue
(dollars in thousands)
Period-to-Period
Change
Amount
Percentage
Processing and servicing
$
8,230
5.2% $
5,577
8.5% $
2,653
47.6%
61
Processing and servicing expense increased by $2.7 million, or 47.6%, from $5.6 million in 2013 to $8.2 million in 2014. The
increase was primarily attributable to a $1.7 million increase in salaries and personnel-related costs, as we increased the number of
processing and servicing personnel to support the increased volume of loan applications and approvals and increased loan servicing
requirements. In addition, we experienced a $0.8 million increase in third-party processing costs, credit information and filing fees
as a result of the increased volume of loan applications and originations. As a percentage of gross revenue, processing and servicing
expense decreased from 8.5% in 2013 to 5.2% in 2014.
General and Administrative
Year Ended December 31,
2014
2013
Amount
Percentage of
Gross
Revenue
Amount
Percentage of
Gross
Revenue
Period-to-Period
Change
Amount
Percentage
General and administrative
$
21,680
13.7% $
(dollars in thousands)
12,169
18.7% $
9,511
78.2%
General and administrative expense increased by $9.5 million, or 78%, from $12.2 million in 2013 to $21.7 million in 2014.
The increase was primarily attributable to a $2.7 million increase in salaries and personnel-related costs, as we increased the number
of general and administrative personnel in 2014 to support the growth of our business and to prepare to operate as a public company.
The personnel-related costs in 2013 also reflects a $1.0 million severance expense incurred in connection with the departure of an
executive. We incurred a $1.3 million charge in 2014 related to the unfunded portion of our lines of credit, due to the growth of that
product. Furthermore, we experienced a $6.7 million increase in consulting, legal, recruiting, accounting and other miscellaneous
expenses in 2014 in preparation to operate as a public company. As a percentage of gross revenue, general and administrative
expense decreased from 18.7% in 2013 to 13.7% in 2014.
Liquidity and Capital Resources
Sources of Liquidity
On December 22, 2014, we completed our initial public offering, or IPO, in which we received net proceeds of $210.0
million, net of underwriting discounts, commissions and offering expenses. At December 31, 2015, we had approximately
$160 million of cash on hand to fund our future operations as compared to approximately $220 million at December 31, 2014.
See Item 5 of this report under the subheading “-Use of Proceeds from Sales of Registered Securities.”
62
Current Debt Facilities
The following table summarizes our current debt facilities available for funding our lending activities, funding debt, and
our operating expenditures, corporate debt, as of December 31, 2015:
Description
Funding debt:
Maturity
Date
Weighted
Average
Interest Rate
Borrowing
Capacity
Principal
Outstanding
(in millions)
OnDeck Asset Securitization Trust LLC
Prime OnDeck Receivable Trust, LLC
Receivable Assets of OnDeck, LLC
OnDeck Account Receivables Trust 2013-1 LLC
On Deck Asset Company, LLC
Small Business Asset Fund 2009 LLC
On Deck Asset Pool, LLC
Partner Synthetic Participations
May 2018(1)
June 2017
May 2017
September 2017
May 2017
Various(3)
August 2017(4)
Various(5)
3.4% $
2.7%
3.3%
2.6%
8.6%
6.9%
5.0%
Various
$
175.0
100.0
50.0 (2)
150.0
50.0
12.8
100.0
6.9
644.7
20.0
$
$
$
175.0
59.4
47.5
42.1
27.7
12.8
8.7
6.9
380.1
2.7
October 2016
4.5% $
Total funding debt
Corporate debt:
On Deck Capital, Inc.
_________________________
(1) The period during which remaining cash flow can be used to purchase additional loans expires April 30, 2016
(2) On February 26, 2016 this agreement was amended to increase the borrowing capacity from $50 million to $100 million
(3) Maturity dates range from January 2016 through August 2017
(4) The period during which new borrowings may be made under this facility expires in August 2016
(5) Maturity dates range from January 2016 through October 2017
While the lenders under our corporate debt facility and Partner Synthetic Participation have direct recourse to us as the
borrower thereunder, lenders to our subsidiaries do not have direct recourse to us.
Funding Debt
Asset-Backed Securitization Facility. At December 31, 2015, a portion of our loans were funded through the securitization of
small business loans we generated. In May 2014, we, through a wholly-owned subsidiary, accessed the asset-backed securitization
market when such wholly-owned subsidiary issued our inaugural series of fixed-rate asset backed notes in a $175 million rated
transaction. Notes issued in this securitization and any other series issued under the same indenture are secured by and payable from
a revolving pool of small business loans transferred from us to such wholly-owned subsidiary. Loans transferred to such wholly-
owned subsidiary are accounted for and included in our consolidated financial statements as if owned by us. Notes issues in this
securitization provide us with a blended interest rate fixed at 3.41%. A portion of such notes contain a two-year revolving period
through April 2016, during which the subsidiary may purchase additional small business loans using remaining cash flow generated
from the revolving pool of small business loans, after which principal on the asset-backed securities will be paid sequentially to all
notes monthly from collections on the loans. The final maturity date of this securitization is in May 2018. As of December 31, 2015,
the outstanding principal balance of this securitization was $175.0 million and the principal amount of loans pledged was $188.4
million. Lenders under our asset backed securitization facility do not have direct recourse to us.
Asset-Backed Revolving Debt Facilities. We also fund loans through asset-backed revolving debt facilities which are
structured in one of two ways. With respect to the facilities other than the OnDeck Asset Pool, LLC, or ODAP, facility, the lenders
under the applicable facility commit to make loans during a specified period to one of our wholly-owned subsidiaries, the proceeds
of which are used to finance the subsidiary’s purchase of small business loans from us. In the case of the ODAP facility, the note
purchasers thereunder are allowed, on an uncommitted basis, to purchase revolving notes issued by ODAP, the proceeds of which
are used finance ODAP’s purchase of small business loans from us. The revolving pool of small business loans transferred to each
wholly-owned subsidiary serves as collateral for the loans made to, or the note issued by, the subsidiary borrower under the
applicable debt facility. Such transferred loans are accounted for and included in our consolidated financial statements as if owned
by us. The subsidiaries repay the borrowings or notes, as applicable, from collections received on the loans. We currently utilize six
such asset-backed revolving debt facility structures through six separate subsidiaries. As of December 31, 2015, the aggregate
63
outstanding principal balance under these revolving debt facilities was $198.3 million and the principal amount of loans pledged to
secure these revolving debt facilities was $228.8 million. We expect to use additional asset-backed debt facilities, including possible
new facilities and increases to existing facilities, as part of our financing strategy to support and expand our business in the future.
Lenders or note purchasers under our asset-backed revolving debt facilities do not have direct recourse to us.
Our ability to utilize our asset-backed revolving debt facilities as well as our securitization facility, as described herein, is subject
to compliance with various requirements. Such requirements include:
• Eligibility Criteria. In order for our loans to be eligible for purchase by the applicable subsidiary, they must meet all
applicable eligibility criteria.
• Concentration Limits. The subsidiary collateral pools are subject to certain concentration limits that, if exceeded, would
require the applicable subsidiary borrower to add additional collateral.
• Covenants and Other Requirements. The subsidiary facilities contain several financial covenants, portfolio performance
covenants and other covenants or requirements that, if not complied with, may result in events of default, the accelerated
repayment of amounts owed, often referred to as an early amortization event, and/or the termination of the facility.
As of December 31, 2015, we were in compliance with all financial and portfolio covenants required per the debt agreements.
Corporate Debt
During 2013, we entered into a revolving debt facility with Square 1 Bank to finance our corporate investments in
technology, sales and marketing, processing and servicing and other general corporate expenditures. We amended and restated this
revolving debt facility in November 2014 to (i) extend its maturity date to October 2015; (ii) decrease the interest rate to prime plus
1.25%, with a floor of 4.5% per annum; and (iii) increase our borrowing capacity to $20 million. In October 2015, we further
amended the maturity date to extend to October 2016 and provide for a minimum monthly interest payable to Square 1. This
borrowing arrangement is collateralized by substantially all of our assets. As of December 31, 2015, the outstanding principal
balance under this revolving debt facility was $2.7 million.
Our ability to utilize our corporate debt facility as described herein is subject to compliance with various requirements. The
corporate debt facility contains financial covenants, portfolio performance covenants and other covenants or requirements that, if not
complied with, may result in events of default, the accelerated repayment of amounts owed, and/or the termination of the facility.
OnDeck Marketplace
OnDeck Marketplace is our proprietary whole loan sale platform that allows participating third-party institutional investors to
directly purchase small business loans from us. OnDeck Marketplace participants enter into whole loan purchase agreements, so as
to purchase a pre-determined dollar amount of loans that satisfy certain eligibility criteria. Some participants agree to purchase such
loans on what is known as a "forward flow basis" while other participants purchase larger pools of whole loans in isolated
transactions. The loans are sold to the participant at a pre-determined purchase price above par. We recognize a gain or loss from
OnDeck Marketplace loans when sold. The loan sales typically are conducted daily. We currently act as servicer in exchange for a
servicing fee with respect to the loans purchased by the applicable OnDeck Marketplace participant. For the years ended 2015 and
2014, 34.3% and 12.8%, respectively, of total originations were OnDeck Marketplace originations. As our originations continue to
grow, we expect to continue growing the OnDeck Marketplace business in absolute dollars. The proportion of loans we sell through
OnDeck Marketplace largely depends on the premiums available to us. To the extent our use of OnDeck Marketplace as a funding
source decreases in the future due to lower available premiums or otherwise, we may choose to generate liquidity through our other
available funding sources.
64
Cash and Cash Equivalents, Loans (Net of Allowance for Loan Losses), and Cash Flows
The following table summarizes our cash and cash equivalents, loans (net of ALLL) and cash flows:
As of and for the Year Ended December 31,
Cash and cash equivalents
Restricted cash
Loans held for investment, net
Cash provided by (used in):
Operating activities
Investing activities
Financing activities
2015
2013
2014
(in thousands)
4,670
$ 159,822 $ 220,433 $
14,842
29,448 $
$
$ 499,431 $ 454,303 $ 203,078
38,463 $
31,385
$ 118,947 $ 103,196 $
$ (168,415 ) $ (371,570 ) $ (176,729 )
(10,468 ) $ 484,137 $ 142,628
$
Our cash and cash equivalents at December 31, 2015 were held primarily for working capital purposes. We may, from time to
time, use excess cash and cash equivalents to fund our lending activities. We do not enter into investments for trading or speculative
purposes. Our policy is to invest any cash in excess of our immediate working capital requirements in investments designed to
preserve the principal balance and provide liquidity. Accordingly, our excess cash is invested primarily in demand deposit accounts
that are currently providing only a minimal return.
Our restricted cash represents funds held in accounts as reserves on certain debt facilities and as collateral for issuing bank
partner transactions. We have no ability to draw on such funds as long as they remain restricted under the applicable arrangements.
Cash Flows
Operating Activities
For the year ended December 31, 2015, net cash provided by our operating activities $118.9 million, which were primarily the
result of our cash received from our customers including interest payments $234.6 million, plus proceeds from sale of loans held for
sale of $489.4 million, less $433.7 million of loans held for sale originations in excess of loan repayments received, $134.7 million
utilized to pay our operating expenses and $15.4 million we used to pay the interest on our debt (both funding and
corporate). During that same period, accounts payable and accrued expenses and other liabilities increased by approximately $16.2
million.
Cash flows provided by operating activities in 2014 were $103.2 million, which were primarily the result of our cash received
from our customers including interest payments as well as the gain on sale of our loans totaling approximately $185.3 million, less
the amount of cash we utilized to pay our operating expenses of approximately $67.8 million and $15.0 million we used to pay the
interest on our debt (both funding and corporate). During that same period, accounts payable and accrued expenses and other
liabilities increased by approximately $7.6 million.
Cash flows provided by operating activities in 2013 were $31.4 million, which were primarily the result of our cash received
from our customers including interest payments as well as the gain on sale of our loans totaling approximately $82.6 million, less
the amount of cash we utilized to pay our operating expenses of approximately $39.7 million and $10.6 million we used to pay the
interest on our debt (both funding and corporate). During that same period, accounts payable and accrued expenses and other
liabilities increased by approximately $3.5 million.
Investing Activities
Our investing activities have consisted primarily of funding our term loan and line of credit originations, including payment of
associated direct costs and receipt of associated fees, offset by customer repayments of term loans and lines of credit, purchases of
property, equipment and software, capitalized internal-use software development costs, proceeds from the sale of term loans which
were not specifically identified at origination through our OnDeck Marketplace and changes in restricted cash. Purchases of
property, equipment and software and capitalized internal-use software development costs may vary from period to period due to the
65
timing of the expansion of our operations, the addition of employee headcount and the development cycles of our internal-use
technology.
For the year ended December 31, 2015, net cash used to fund our investing activities was $168.4 million, and consisted
primarily $177.0 million of proceeds from sales of loans held for investment, less $289.9 million of loan originations in excess of
loan repayments received, $28.0 million of origination costs paid in excess of fees collected and $17.9 million for the purchase of
property, equipment and software and capitalized internal-use software development costs. The growth in our loan originations was
consistent with the overall increase in revenue during the year. We also restricted more cash as collateral for financing arrangements,
resulting in a $9.0 million decrease in unrestricted cash during the year.
For the year ended December 31, 2014, net cash used to fund our investing activities was $371.6 million, and consisted
primarily of $311.7 million of loan originations in excess of loan repayments received, $34.3 million of origination costs paid in
excess of fees collected and $11.0 million for the purchase of property, equipment and software and capitalized internal-use software
development costs. The growth in our loan originations was consistent with the overall increase in revenue during the year. We also
restricted more cash as collateral for financing arrangements, resulting in a $14.6 million decrease in unrestricted cash during the
year.
For the year ended December 31, 2013, net cash used to fund our investing activities was $176.7 million, and consisted
primarily of $142.1 million of loan originations in excess of loan repayments received, $23.2 million of origination costs paid in
excess of fees collected and $5.8 million for the purchase of property, equipment and software and capitalized internal-use software
development costs. The growth in our loan originations was consistent with the overall increase in revenue during the year. We also
restricted more cash as collateral for financing arrangements, resulting in a $5.6 million decrease in unrestricted cash during the
year.
Financing Activities
Our financing activities have consisted primarily of the issuance of common stock and redeemable convertible preferred stock
and net borrowings from our securitization facility and our revolving debt facilities.
For the year ended December 31, 2015, net cash used to fund our financing activities was $10.5 million and consisted
primarily of $16.7 million in net repayments from our securitization and debt facilities, primarily associated with the increase in loan
originations during the year and $1.8 million of payments of IPO costs offset by $7.9 million of cash received from investment by
noncontrolling interests.
For the year ended December 31, 2014, net cash provided by financing activities was $484.1 million and consisted primarily
of $213.8 million in proceeds from our initial public offering, net of underwriting discount and commissions before expenses,
$196.6 million in net borrowings from our securitization and revolving debt facilities, primarily associated with the increase in loan
originations during the year, and $77.0 million in net proceeds from the issuance of redeemable convertible preferred stock. These
amounts were partially offset by $2.2 million of initial public offering costs and payments debt issuance costs of $5.7 million.
For the year ended December 31, 2013, net cash provided by financing activities was $142.6 million and consisted primarily
of $107.0 million in net borrowings from our revolving debt facilities, primarily associated with the increase in loan originations
during the year, and $49.7 million in net proceeds from the issuance of redeemable convertible preferred stock. These amounts were
partially offset by $6.3 million used to repurchase redeemable convertible preferred stock from investors and $6.1 million used to
repurchase common stock warrants and retire stop options from current and former employees.
Operating and Capital Expenditure Requirements
We require substantial capital to fund our current operating and capital expenditure requirements. We expect these
requirements to increase as we pursue our growth strategy.
In May 2016, the two-year period during which remaining cash flow under our asset-backed securitization transaction can
be used to purchase additional loans will expire. Similarly, in August 2016, the period during which new borrowings may be made
under the ODAP facility for purposes of the purchase of additional loans will expire. Accordingly, our ability to finance additional
loans utilizing these two financing sources will end. Excluding these two funding sources, at December 31, 2015, we had
approximately $173 million of available capacity through other debt facilities to finance additional loans in addition to
approximately $17.3 million available under our corporate debt facility.
66
In order to pursue our growth strategy, we will be required to secure additional funding sources such as new asset-backed
securitization transactions, new debt facilities and/or extensions and increases to existing facilities. In addition, OnDeck
Marketplace has become an increasingly important source of our liquidity. The proportion of loans we sell through OnDeck
Marketplace largely depends on the premiums available to us. If premiums available to us were to decrease or other events were to
reduce the benefit of selling loans, we may choose to reduce our use of OnDeck Marketplace as a funding source, which could
require us to find other financing alternatives.
In addition to pursuing funding through OnDeck Marketplace or additional debt funding sources as described above,
although it is not currently anticipated, depending upon the circumstances we may seek additional equity financing. The sale of
equity may result in dilution to our stockholders and those securities may have rights senior to those of our common shares. If we
raise additional funds through the issuance of additional debt, the agreements governing such debt could contain covenants that
would restrict our operations and such debt would rank senior to shares of our common stock.
We believe that our cash from operations, available capacity under our revolving lines of credit (and expected extensions
or replacements of those lines), liquidity from expected sales of loans through OnDeck Marketplace and existing cash balances are
sufficient to meet our cash operating and capital expenditure requirements for at least the next 12 months. We also believe that those
sources of liquidity, together with additional debt financing we expect to be able to obtain on market terms, will be sufficient to meet
the needs of our currently planned growth. It is possible that we may require capital in excess of amounts we currently anticipate.
Depending on market conditions and other factors, we may not be able to obtain additional capital for our current operations or
anticipated future growth on reasonable terms or at all.
Contractual Obligations
Our principal commitments consist of obligations under our outstanding debt facilities and securitization facility and non-
cancelable leases for our office space and computer equipment. The following table summarizes these contractual obligations at
December 31, 2015. Future events could cause actual payments to differ from these estimates.
Contractual Obligations:
Long-term debt:
Funding debt
Corporate debt
Interest payments(1)
Capital leases, including interest
Operating leases
Purchase obligations
$
Total contractual obligations
$
Total
Less than
1 Year
Payment Due by Period
1-3 Years
3-5 Years
(in thousands)
More than
5 Years
380,131 $
2,700
26,808
197
90,526
7,159
507,521 $
66,365 $
2,700
15,681
197
5,465
4,564
94,972 $
313,766 $
—
11,127
—
24,700
2,595
352,188 $
— $
—
—
—
18,179
—
18,179 $
—
—
—
—
42,182
—
42,182
_________________________
(1)
Interest payments on our debt facilities with variable interest rates are calculated using the interest rate as of December 31,
2015.
The obligations of our subsidiaries for the funding debt described above and related interest payment obligations are structured
to be non-recourse to On Deck Capital, Inc.
Off-Balance Sheet Arrangements
As of December 31, 2015, we did not have any off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of
Regulation S-K, such as the use of unconsolidated subsidiaries, structured finance, special purpose entities or variable interest
entities.
67
Critical Accounting Policies and Significant Judgments and Estimates
Our management’s discussion and analysis of our financial condition and results of operations is based on our consolidated
financial statements, which have been prepared in accordance with GAAP. The preparation of these consolidated financial
statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of
contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and
expenses during the reported period. In accordance with GAAP, we base our estimates on historical experience and on various other
assumptions that we believe are reasonable under the circumstances. Actual results may differ from these estimates under different
assumptions or conditions.
While our significant accounting policies are more fully described in Note 2 of Notes to Consolidated Financial Statements
appearing elsewhere in this report, we believe the following accounting policies require the most significant judgment and estimates
in the preparation of our consolidated financial statements.
Allowance for Loan Losses
The allowance for loan losses, or ALLL, is established through periodic charges to the provision for loan losses. Loan losses
are charged against the ALLL when we believe that the future collection of principal is unlikely. Subsequent recoveries, if any, are
credited to the ALLL.
We evaluate the creditworthiness of our portfolio on a pooled basis, due to its composition of small, homogeneous loans with
similar general credit risk characteristics and diversified among variables including industry and geography. We use a proprietary
forecast loss rate at origination for new loans that have not had the opportunity to make payments when they are first funded. The
allowance is subjective as it requires material estimates, including such factors as historical trends, known and inherent risks in the
loan portfolio, adverse situations that may affect borrowers’ ability to repay and current economic conditions. Other qualitative
factors considered may include items such as uncertainties in forecasting and modeling techniques, changes in portfolio
composition, seasonality, business conditions and emerging trends. Recovery of the carrying value of loans is dependent to a great
extent on conditions that may be beyond our control. Any combination of the aforementioned factors may adversely affect our loan
portfolio resulting in increased delinquencies and loan losses and could require additional provisions for credit losses, which could
impact future periods. In our opinion, we have provided adequate allowances to absorb probable credit losses inherent in our loan
portfolio based on available and relevant information affecting the loan portfolio at each balance sheet date.
Nonaccrual Loans and Charged-Off Loans
We consider a loan to be delinquent when the daily or weekly payments are one day past due. We do not recognize interest
income on loans that are delinquent and non-paying. Loans are returned to accrual status if they are brought to non-delinquent status
or have performed in accordance with the contractual terms for a reasonable period of time and, in our judgment, will continue to
make periodic principal and interest payments as scheduled. When we determine it is probable that we will be unable to collect
additional principal amounts on the loan the remaining Unpaid Principal Balance is charged off. Generally, charge offs occur after
the 90th day of delinquency.
Accrual for Unfunded Loan Commitments
In September 2013, we introduced a line of credit product. Customers may draw on their lines of credit up to defined
maximum amounts. As of December 31, 2015 and 2014, our off balance sheet credit exposure related to the undrawn line of credit
balances was $89.1 million and $28.7 million, respectively. Similar to our ALLL, we are required to accrue for potential losses
related to these unfunded loan commitments at the time the line of credit is originated despite the fact that the customer has not yet
drawn these funds. Significant judgment is required to estimate both the amount that may ultimately be drawn on the lines of credit
as well as the amount which would ultimately require a reserve. If additional amounts drawn or the rate of default differ from our
estimates, actual expenses could differ significantly from our original estimates. The accrual for unfunded loan commitments was
$4.2 million and $1.3 million as of December 31, 2015 and 2014, respectively, and is included in general and administrative
expense.
Servicing Rights
We record service assets or liabilities at fair value when we sell whole loans to third-parties and upon such sale, we have
retained the rights to services those loans. The gain or loss on the recognition of a servicing asset or liability is initially recognized
as a component of gain on sales of loans in our Consolidated Statements of Operations and Comprehensive Income (Loss), while the
change in fair value of servicing asset or liability is included in other revenue in our Consolidated Statements of Operations and
68
Comprehensive Income (Loss). Servicing assets and liabilities are presented as a component of other assets or accrued expenses and
other liabilities, respectively.
We utilize industry-standard modeling, such as discounted cash flow models, to arrive at an estimate of fair value and may
utilize third-party service providers to assist in the valuation process. Significant assumptions used in valuing our servicing rights
are adequate compensation, discount rate, renewal rate and default rate. The assumptions utilized to arrive at fair value are sensitive
to changes. Our selection of renewal rate and default rate are based on data derived from historical trends and are inherently
judgmental.
Internal-Use Software Development Costs
We capitalize certain costs related to software developed for internal-use, primarily associated with the ongoing development
and enhancement of our technology platform and other internal uses. We begin to capitalize our costs to develop software when
preliminary development efforts are successfully completed, management has authorized and committed project funding, and it is
probable that the project will be completed and the software will be used to perform the function as intended. These costs are
amortized on a straight-line basis over the estimated useful life of the related asset, generally three years. Costs incurred prior to
meeting these criteria together with costs incurred for training and maintenance are expensed as incurred and recorded in technology
and analytics expense on our consolidated statements of operations.
Stock-Based Compensation
We recognize stock-based compensation expense net of an estimated forfeiture rate and therefore only recognize
compensation expense for those options expected to vest over the service period of the award. Calculating stock-based
compensation expense requires the input of subjective assumptions, including the expected term of the options, stock price volatility,
and the pre-vesting forfeiture rate. We estimate the expected life of options granted based on historical exercise patterns, which we
utilize as the means of estimating future behavior. Because our stock only became publicly traded in December 2015, we do not
have enough data upon which to estimate volatility based on historical performance. We estimate the volatility of our common stock
on the date of grant using historical data of public companies we judge to be reasonably comparable, e.g., companies in similar
industries that recently completed initial public offerings of comparable size. In the near future, upon achieving a reasonable base of
historical performance data, we will utilize historical and/or implied volatility as part of our assumptions.
The assumptions used in calculating the fair value of stock-based awards represent our best estimates, but these estimates
involve inherent uncertainties and the application of management judgment. As a result, if factors change and we use different
assumptions, our stock-based compensation expense could be materially different in the future. In addition, we are required to
estimate the expected pre-vesting award forfeiture rate, and recognize expense only for those options expected to vest. We estimate
this forfeiture rate based on historical experience of our stock-based awards that are granted and canceled before vesting. If our
actual forfeiture rate is materially different from our original estimates, the stock-based compensation expense could be significantly
different from what we have recorded in the current period. Changes in the estimated forfeiture rate can have a significant effect on
reported stock-based compensation expense, as the effect of adjusting the forfeiture rate for all current and previously recognized
expense for unvested awards is recognized in the period the forfeiture estimate is changed. If the actual forfeiture rate is higher than
the estimated forfeiture rate, then an adjustment will be made to increase the estimated forfeiture rate, which will result in a decrease
to the expense recognized in our consolidated financial statements. If the actual forfeiture rate is lower than the estimated forfeiture
rate, then an adjustment will be made to lower the estimated forfeiture rate, which will result in an increase to the expense
recognized in our consolidated financial statements.
Income Taxes
We recognize deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their respective tax bases, as well as for operating loss and tax credit
carryforwards. We measure deferred tax assets and liabilities using enacted tax rates expected to apply to taxable income in the years
in which we expect to recover or settle those temporary differences. We recognize the effect of a change in tax rates on deferred tax
assets and liabilities in the results of operations in the period that includes the enactment date. We reduce the measurement of a
deferred tax asset, if necessary, by a valuation allowance if it is more likely than not that we will not realize some or all of the
deferred tax asset.
Uncertain tax positions are recognized only when we believe it is more likely than not that the tax position will be upheld
upon examination by the taxing authorities based on the merits of the position. We recognize interest and penalties, if any, related to
unrecognized income tax uncertainties in income tax expense. We did not have any accrued interest or penalties associated with
uncertain tax positions in any of the reporting periods included in this report.
69
Recently Issued Accounting Pronouncements and JOBS Act Election
Recent Accounting Pronouncements Not Yet Adopted
In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs, which amends ASC 835-
30, Interest - Imputation of Interest. ASU 2015-03 requires entities to reclassify the presentation of deferred debt issuance costs in
the financial statements. Under the ASU, an entity will be required to present such deferred costs in the balance sheet as a direct
deduction from the related debt liability rather than as an asset. This accounting standard update is mandatorily effective beginning
January 1, 2016 and is to be applied retrospectively. In the first quarter of 2016 we will reclassify all deferred debt issuance costs as
a reduction to Funding debt or Corporate debt in the Consolidated Balance Sheet, as applicable.
In May 2014, the FASB issued ASU 2014-09, Revenue Recognition, which creates ASC 606, Revenue from Contracts with
Customers, and supersedes ASC 605, Revenue Recognition. ASU 2014-09 requires revenue to be recognized in an amount that
reflects the consideration to which the entity expects to be entitled in exchange for goods or services as described in ASU 2014-09.
In July 2015, the FASB voted to defer the effective date of the new revenue standard by one year. The new guidance will be
effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period.
Early adoption is permitted, but not before the original effective date of December 15, 2016. We are currently in the process of
assessing the impact the adoption of this guidance will have on our consolidated financial statements.
In February 2016, the FASB issued ASU 2016-02, Leases, which creates ASC 842, Leases, and supersedes ASC 840, Leases.
ASU 2016-02 requires lessees to recognize a right-of-use asset and lease liability for all leases with terms of more than 12 months.
Recognition, measurement and presentation of expenses will depend on classification as a finance or operating lease. The new
guidance will be effective for annual reporting periods beginning after December 15, 2018, including interim periods within that
reporting period and is applied retrospectively. Early adoption is permitted. We are currently in the process of assessing the impact
the adoption of this guidance will have on our consolidated financial statements.
JOBS Act
Under the JOBS Act, we meet the definition of an “emerging growth company.” We have irrevocably elected to opt out of the
extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the JOBS Act.
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
Market risk is the risk of loss to future earnings, values or future cash flows that may result from changes in the price of a
financial instrument. The value of a financial instrument may change as a result of changes in interest rates, exchange rates,
commodity prices, equity prices and other market changes. We are exposed to market risk related to changes in interest rates and
foreign currency exchange rates.
Interest Rate Sensitivity
Our cash and cash equivalents as of December 31, 2015 consisted of cash maintained in several FDIC insured operating
accounts, which may exceed FDIC insured amounts. Our primary exposure to market risk for our cash and cash equivalents is
interest income sensitivity, which is affected by changes in the general level of U.S. interest rates. Given the currently low U.S.
interest rates, we generate only a de minimis amount of interest income from these deposits.
We are subject to interest rate risk in connection with borrowings under our debt agreements which are subject to variable
interest rates. As of December 31, 2015, we had $185.5 million of outstanding borrowings under debt agreements with variable
interest rates. An increase of one percentage point in interest rates would result in an approximately $1.8 million increase in our
annual interest expense on our outstanding borrowings at December 31, 2015. The amount of the increase is less than 1% of our
outstanding variable rate debt at that date as a result of interest rate floors. Each additional one percentage point increase in interest
rates thereafter would increase our annual interest expense by approximately $1.9 million on our outstanding borrowings as of that
date as the floors would no longer apply. Any debt we incur in the future may also bear interest at variable rates. Any increase in
interest rates in the future will likely affect our borrowing costs under all of our sources of capital for our lending activities.
Foreign Currency Exchange Risk
Substantially all of our revenue and operating expenses are denominated in U.S. dollars. As a result of our growing Canadian
operations and our expansion to Australia, as of December 31, 2015, we are subject to greater foreign currency exchange rate risk as
compared to December 31, 2014. Foreign currency exchange rate risk is the possibility that our financial position or results of
70
operations could be positively or negatively impacted by fluctuations in exchange rates. We have recently begun limited use of
derivative instruments to hedge this risk and we are currently exploring the feasibility of an expanded hedging program which may
include natural hedges as well as derivative instruments such as forwards, options and/or swaps. To date, such hedging has not been
material. We intend to enter into these transactions only to hedge underlying risk reasonably related to our business and not for
speculative purposes.
Item 8.
Consolidated Financial Statements and Supplementary Data
Index to Consolidated Financial Statements:
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets
Consolidated Statements of Operations and Comprehensive Income
Consolidated Statements of Changes in Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
Financial Statement Schedules:
II – Valuation and Qualifying Accounts
Page
72
73
74
75
77
79
102
71
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of
On Deck Capital, Inc. and subsidiaries
We have audited the accompanying consolidated balance sheets of On Deck Capital, Inc. and subsidiaries (the “Company”) as
of December 31, 2015 and 2014, and the related consolidated statements of operations and comprehensive income, changes in
equity, and cash flows for each of the three years in the period ended December 31, 2015. These financial statements are the
responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our
audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over
financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the
Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used
and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial
position of On Deck Capital, Inc. and subsidiaries at December 31, 2015 and 2014, and the consolidated results of their operations
and their cash flows for each of the three years in the period ended December 31, 2015, in conformity with U.S. generally accepted
accounting principles.
/s/ Ernst & Young LLP
New York, NY
March 3, 2016
72
ON DECK CAPITAL, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(in thousands, except share and per share data)
Assets
Cash and cash equivalents
Restricted cash
Loans held for investment
Less: Allowance for loan losses
Loans held for investment, net
Loans held for sale
Deferred debt issuance costs
Property, equipment and software, net
Other assets
Total assets
Liabilities and equity
Liabilities:
Accounts payable
Interest payable
Funding debt
Corporate debt
Accrued expenses and other liabilities
Total liabilities
Commitments and contingencies (Note 15)
Stockholders’ equity (deficit):
Common stock—$0.005 par value, 1,000,000,000 shares authorized and 73,107,848 and
72,069,768 shares issued and 70,060,208 and 69,031,719 outstanding at December 31, 2015
and 2014, respectively
Treasury stock—at cost
Additional paid-in capital
Accumulated deficit
Accumulated other comprehensive loss
Total On Deck Capital, Inc. stockholders' equity
Noncontrolling interest
Total equity
Total liabilities and equity
December 31,
2015
2014
$
$
$
$
159,822 $
38,463
552,742
(53,311)
499,431
706
4,227
26,187
20,416
749,252 $
2,701 $
757
380,112
2,700
33,560
419,830
366
(5,843)
457,003
(128,341)
(372)
322,813
6,609
329,422
749,252 $
220,433
29,448
504,107
(49,804)
454,303
1,523
5,374
13,929
4,622
729,632
4,065
819
387,928
12,000
14,215
419,027
360
(5,656)
442,969
(127,068)
—
310,605
—
310,605
729,632
The accompanying notes are an integral part of these consolidated financial statements.
73
ON DECK CAPITAL, INC. AND SUBSIDIARIES
Consolidated Statements of Operations and Comprehensive Income
(in thousands, except share and per share data)
Year Ended December 31,
2015
2014
2013
$
195,048 $
Revenue:
Interest income
Gain on sales of loans
Other revenue
Gross revenue
Cost of revenue:
Provision for loan losses
Funding costs
Total cost of revenue
Net revenue
Operating expense:
Sales and marketing
Technology and analytics
Processing and servicing
General and administrative
Total operating expense
Loss from operations
Other expense:
Interest expense
53,354
6,365
254,767
74,863
20,244
95,107
159,660
60,575
42,653
13,053
45,304
161,585
(1,925)
(306)
—
(306)
(2,231)
—
(2,231)
—
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145,275 $
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17,200
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8,230
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(11,630)
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13,419
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12,169
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Total other expense
Loss before provision for income taxes
Provision for income taxes
Net loss
Series A and Series B preferred stock redemptions
Accretion of dividends on redeemable convertible preferred stock
Net loss attributable to noncontrolling interest
Net loss attributable to On Deck Capital, Inc. common stockholders
Net loss per share attributable to On Deck Capital, Inc. common shareholders:
Basic and diluted
Weighted-average common shares outstanding:
Basic and diluted
Comprehensive loss:
Net loss
Other comprehensive loss:
Foreign currency translation adjustment
Comprehensive loss
Comprehensive loss attributable to noncontrolling interests
Net loss attributable to noncontrolling interest
$
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Comprehensive loss attributable to On Deck Capital, Inc. common stockholders
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The accompanying notes are an integral part of these consolidated financial statements.
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76
ON DECK CAPITAL, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(in thousands)
Cash flows from operating activities
Net income (loss)
Adjustments to reconcile net loss to net cash provided by operating
activities:
Provision for loan losses
Depreciation and amortization
Amortization of debt issuance costs
Stock-based compensation
Loss on disposal
Debt discount
Preferred stock warrant issuance and warrant liability fair value
adjustment
Amortization of net deferred origination costs
Changes in servicing rights, at fair value
Gain on sales of loans
Unfunded loan commitment reserve
Common stock warrant issuance
Gain on extinguishment of debt
Changes in operating assets and liabilities:
Other assets
Accounts payable
Interest payable
Accrued expenses and other liabilities
Originations of loans held for sale
Payments of net deferred origination costs of loans held for sale
Proceeds from sale of loans held for sale
Principal repayments of loans held for sale
Net cash provided by operating activities
Cash flows from investing activities
Change in restricted cash
Purchases of property, equipment and software
Capitalized internal-use software
Originations of term loans and lines of credit, excluding rollovers into new
originations
Proceeds from sale of loans held for investment
Payments of net deferred origination costs
Principal repayments of term loans and lines of credit
Other
Net cash used in investing activities
Cash flows from financing activities
Investments by noncontrolling interests
Proceeds from exercise of stock options and warrants
Proceeds from public offering, net of underwriting discount
77
Year Ended December 31,
2014
2015
2013
$
(2,231) $
(18,708) $
(24,356)
74,863
6,508
2,837
11,582
—
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2,922
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(17,601)
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(4,197)
(1,162,537)
177,014
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2,676
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(7,576)
(3,467)
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(2,093)
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389
—
Payments of initial public offering costs
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Net cash provided by financing activities
Effect of exchange rate changes on cash and cash equivalents
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
Supplemental disclosure of other cash flow information
Cash paid for interest
$
$
Supplemental disclosures of non-cash investing and financing activities
Loans transferred from loans held for sale to loans held for investment $
Conversion of redeemable convertible preferred stock to common
stock
Unpaid offering expenses charged to equity
Stock-based compensation included in capitalized internal-use
software
Unpaid principal balance of term loans rolled into new originations
Conversion of debt to redeemable convertible preferred stock
Accretion of dividends on redeemable convertible preferred stock
$
$
$
$
$
$
Year Ended December 31,
2014
2015
2013
(1,845)
(187)
1,825
—
—
212,562
2,700
(1,690)
(219,957)
(12,000)
(10,468)
(675)
(60,611)
220,433
159,822 $
(2,239)
—
—
77,000
—
472,242
9,000
(5,723)
(272,611)
(12,000)
484,137
—
215,763
4,670
220,433 $
—
(6,123)
—
49,717
(6,282)
201,860
15,000
(2,071)
(109,862)
—
142,628
—
(2,716)
7,386
4,670
15,394 $
14,968 $
10,616
1,348 $
— $
— $
— $
221,504
$
1,670 $
877 $
265,933 $
— $
— $
253
$
158,876 $
— $
12,884 $
—
—
—
10
59,623
8,959
7,470
The accompanying notes are an integral part of these consolidated financial statements.
78
ON DECK CAPITAL, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
1. Organization
On Deck Capital, Inc.’s principal activity is providing financing products to small businesses located throughout the United
States as well as Canada and Australia, through term loans and lines of credit. We use technology and analytics to aggregate data
about a business and then quickly and efficiently analyze the creditworthiness of the business using our proprietary credit-scoring
model. We originate most of the loans in our portfolio and also purchase loans from issuing bank partners. We subsequently transfer
most loans into one of our wholly-owned subsidiaries or sell them through OnDeck Marketplace®.
2. Summary of Significant Accounting Policies
Basis of Presentation and Principles of Consolidation
We prepare our consolidated financial statements and footnotes in accordance with accounting principles generally accepted in
the United States of America (“U.S. GAAP”) as contained in the Financial Accounting Standards Board ("FASB") Accounting
Standards Codification ("ASC"). All intercompany transactions and accounts have been eliminated in consolidation. When used in
these notes to consolidated financial statements, the terms "we," "us," "our" or similar terms refers to On Deck Capital, Inc. and its
consolidated subsidiaries.
In the second quarter of 2015, we acquired a 55% interest in On Deck Capital Australia PTY LTD ("OnDeck Australia") with
the remaining 45% owned by non-affiliated parties. We have entered into this transaction with local Australian partners to facilitate
providing financing products to small businesses in Australia. In the third quarter of 2015, we acquired a 67% interest in Lancelot
QBFOD LLC with the remaining 33% owned by Intuit Inc. ("Intuit"). We and Intuit jointly invested in Lancelot QBFOD LLC to
provide integrated access to line of credit financing to Intuit customers utilizing Intuit's customer data. We consolidate the financial
position and results of operations of OnDeck Australia and Lancelot QBFOD LLC. The noncontrolling interest, which is presented
as a separate component of our consolidated equity, represents the minority owners' proportionate share of the equity of the jointly
owned entities. The noncontrolling interest is adjusted for the minority owners' share of the earnings, losses, investments and
distributions.
Segment Reporting
Operating segments are defined as components of an enterprise for which discrete financial information is available that is
evaluated regularly by the chief operating decision maker (“CODM”) for purposes of allocating resources and evaluating financial
performance. Based upon the way our CODM reviews financial information and makes operating decisions and considering that our
CODM reviews financial information on a consolidated basis for purposes of allocating resources and evaluating financial
performance, our operations constitute a single operating segment and one reportable segment. Substantially all revenue was
generated and all assets were held in the United States during the years ended December 31, 2015, 2014 and 2013.
Reclassifications
Certain reclassifications have been made to the prior year amounts to conform to the current year presentation. We reclassified
gain on sales of loans, payments of net deferred origination costs of loans held for sale and proceeds from sale of loans held for sale
to be included as operating activities in the consolidated statement of cash flows. Previously, such amounts were presented as a
component of net income and sales of loans held for sale.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that
affect the reported amounts in the consolidated financial statements and accompanying notes. Significant estimates include
allowance for loan losses, valuation of warrants, stock-based compensation expense, servicing assets/liabilities, capitalized software
development costs, the useful lives of long-lived assets and valuation allowance for deferred tax assets. We base our estimates on
historical experience, current events and other factors we believe to be reasonable under the circumstances. These estimates and
assumptions are inherently subjective in nature; actual results may differ from these estimates and assumptions.
Cash and Cash Equivalents
Cash and cash equivalents include checking, savings and money market accounts. We consider all highly liquid investments
with original maturities of three months or less at the time of purchase to be cash equivalents.
79
Restricted Cash
Restricted cash represents funds held in accounts as reserves on certain debt facilities and as collateral for issuing bank
partner transactions. We have no ability to draw on such funds as long as they remain restricted under the applicable
arrangements
Loans Held for Investment and Loans Held for Sale
Loans Held for Investment
Loans held for investment consist of term loans and lines of credit that require daily or weekly repayments. We have both the
ability and intent to hold these loans to maturity. When we originate a term loan, the borrower grants us a security interest in its
assets which we may perfect by publicly filing a financing statement. Loans are carried at amortized cost, reduced by a valuation
allowance for loan losses estimated as of the balance sheet dates. In accordance with ASC Subtopic 310-20, Nonrefundable Fees and
Other Costs, the amortized cost of a loan is equal to the unpaid principal balance, plus net deferred origination costs. Net deferred
origination costs are comprised of certain direct origination costs, net of all loan origination fees received. Loan origination fees
include fees charged to the borrower related to origination that increase the loan’s effective interest yield. Loan origination costs are
limited to direct costs attributable to originating a loan, including commissions and personnel costs directly related to the time spent
by those individuals performing activities related to loan origination. Direct origination costs in excess of loan origination fees
received are included in the loan balance and for term loans are amortized over the life of the term loan using the effective interest
method, while for lines of credit principal amounts drawn are amortized using the straight-line method over 6 months.
When a term loan is originated in conjunction with the extinguishment of a previously issued term loan, also known as a
renewal, we determine whether such subsequent term loan is a new loan or a modification to an existing loan in accordance with
ASC 310-20. If accounted for as a new loan, any remaining unamortized net deferred costs are recognized when the new loan is
originated. Further, when a renewal is accounted for as a new loan, the cash flows of the origination and related net deferred
origination costs of that new loan are presented as (i) operating cash outflows on the Statement of Cash Flows if the renewal is
designated to be sold or (ii) as investing cash outflows if the renewal is designated to be held for investment. If a renewal is
accounted for as a modification, any remaining unamortized net deferred costs are amortized over the life of the modified loan.
When a renewal is accounted for as a modification, the additional cash flows associated with the origination and related net deferred
origination costs of that modification are presented on the Statement of Cash Flows within the same section as the originally issued
term loan prior to renewal.
Loans Held for Sale
OnDeck Marketplace is our proprietary whole loan sale platform whereby we sell certain term loans to third-party institutional
investors and retain the related servicing rights. We sell these whole loans to purchasers in exchange for a cash payment. A loan is
initially classified as held for sale when the whole loan is identified for sale and a plan exists for the sale. A loan that is initially
designated as held for sale or held for investment may be reclassified when our intent for that loan changes. When a loan held for
sale is reclassified to held for investment, the loan is recorded at amortized cost and a provision for loan loss is recorded. When a
loan held for investment is reclassified to held for sale, any allowance for loan loss related to that loan is released. Loans held for
sale, inclusive of net deferred origination costs, are recorded at the lower of amortized cost or fair value until the loans are sold or
reclassified. To determine the fair value of loans held for sale we utilize industry-standard modeling, such as discounted cash flow
models, to arrive at an estimate of fair value and may utilize third-party service providers to assist in the valuation process.
Servicing Rights
We service loans that we have sold to third parties and upon such sale, we may recognize a servicing asset or liability,
collectively referred to as servicing rights. Receiving more than adequate compensation, as defined by ASC Topic 860 Transfers and
Servicing, results in the recognition of a servicing asset. Receiving less than adequate compensation results in a servicing liability.
Servicing assets and liabilities are recorded at fair value and are presented as a component of other assets or accrued expenses and
other liabilities, respectively. The initial recognition of a servicing asset results in a corresponding increase to gain on sales of loans.
The initial recognition of a servicing liability results in a corresponding decrease to gain on sales of loans. Subsequent adjustments
to the fair value of servicing rights are recognized as an adjustment to other revenue. The initial recognition includes both servicing
rights resulting from transfers of financial assets and when applicable, changes in inputs or assumptions used in the valuation model.
We utilize industry-standard modeling, such as discounted cash flow models, to arrive at an estimate of fair value and may
utilize third-party service providers to assist in the valuation process. Significant assumptions used in valuing our servicing rights
are as follows:
• Adequate compensation: We estimate adequate compensation as the rate a willing market participant would require to
service loans with similar characteristics as those in the serviced portfolio. In the event of a lack of transparency and
quantity of transactions related to trades of servicing rights of comparable loans (i.e., loans with comparable terms, unpaid
80
principal balances, renewal rates and default rates) we may consider the actual cost incurred as a basis for determining what
a market participant would require to service the loans.
• Discount rate: For servicing rights on loans, the discount rate reflects the time value of money and a risk premium intended
to reflect the amount of compensation market participants would require.
• Renewal rate: We estimate the timing and probability that a borrower may renew their loan in advance of scheduled
repayment, thus reducing the projected unpaid principal balance and expected term of the loan, which are used to project
future servicing revenues.
• Default rate: We estimate the timing and probability of loan defaults and write-offs, thus reducing the projected unpaid
principal balance and expected term of the loan, which are used to project future servicing revenues.
Allowance for Loan Losses
The allowance for loan losses (“ALLL”) is established with respect to our loans held for investment through periodic charges
to the provision for loan losses. Loan losses are charged against the ALLL when we believe that the future collection of principal is
unlikely. Subsequent recoveries, if any, are credited to the ALLL.
We evaluate the creditworthiness of our portfolio on a pooled basis due to its composition of small, homogeneous loans with
similar general credit risk characteristics and diversification among variables including industry and geography. We use a proprietary
forecasted loss rate at origination for new loans that have not had the opportunity to make payments when they are first funded. The
forecasted loss rate is updated daily to reflect actual loan performance and the underlying ALLL model is updated monthly to reflect
our assumptions. The allowance is subjective as it requires material estimates, including such factors as historical trends, known and
inherent risks in the loan portfolio, adverse situations that may affect borrowers’ ability to repay and current economic conditions.
Other qualitative factors considered may include items such as uncertainties in forecasting and modeling techniques, changes in
portfolio composition, business conditions and emerging trends. Recovery of the carrying value of loans is dependent to a great
extent on conditions that may be beyond our control. Any combination of the aforementioned factors may adversely affect our loan
portfolio resulting in increased delinquencies and loan losses and could require additional provisions for credit losses, which could
impact future periods.
Accrual for Unfunded Loan Commitments and Off-Balance Sheet Credit Exposures
For our lines of credit we estimate probable losses on unfunded loan commitments similarly to the ALLL process and include
the calculated amount in accrued expenses and other liabilities. We believe the accrual for unfunded loan commitments is sufficient
to absorb estimated probable losses related to these unfunded credit commitments. The determination of the adequacy of the accrual
is based on evaluations of the unfunded credit commitments, including an assessment of the probability of commitment usage, credit
risk factors for lines of credit outstanding to these customers and the terms and expiration dates of the unfunded credit commitments.
As of December 31, 2015 and 2014, our off-balance sheet credit exposure related to the undrawn line of credit balances was $89.1
million and $28.7 million, respectively. The related accrual for unfunded loan commitments was $4.2 million and $1.3 million as of
December 31, 2015 and 2014, respectively. Net adjustments to the accrual for unfunded loan commitments are included in general
and administrative expenses.
Accrual for Third-Party Representations
We have made certain representations to third parties that purchase loans through OnDeck Marketplace. Our obligations
under those representations are not secured by escrows or similar arrangements. However, if the representations are expected to be
breached, we could be required to make accruals. Any significant estimated post-sale obligations or contingent obligations to the
purchaser of the loans, such as loan repurchase obligations or excess loss indemnification obligations, would be accrued if probable
and estimable in accordance with ASC 450, Contingencies. There are no restricted assets related to these agreements. As of
December 31, 2015 and 2014, we have not incurred any significant losses and or material liability for probable obligations requiring
accrual.
Nonaccrual Loans, Restructured Loans and Charged-Off Loans
We consider a loan to be delinquent when the daily or weekly payments are one day past due. We place loans on nonaccrual
status and stop accruing interest income on loans that are delinquent and non-paying. Loans are returned to accrual status if they are
brought to non-delinquent status or have performed in accordance with the contractual terms for a reasonable period of time and, in
our judgment, will continue to make periodic principal and interest payments as scheduled.
Certain borrowers who have experienced or are expected to experience financial difficulty may not be able to maintain their
regularly scheduled and contractually required payments. Following discussions with us, such borrowers may temporarily make
reduced payments and/or make payments on a less frequent basis than contractually required. As part of our effort to maximize loan
recoverability and as a temporary accommodation to the borrower, we may voluntarily forebear from pursuing our legal rights and
remedies under the applicable loan agreement, which loan agreement we do not modify and which remains in full force and effect.
81
Generally, after the 90th day of delinquency, we will make an initial assessment of whether an individual loan should be
charged off based on payment status and information gathered through collection efforts. A loan is charged off when we determine it
is probable that we will be unable to collect all of the remaining principal payments.
Deferred Debt Issuance Costs and Debt
We borrow from various lenders to finance our lending activities and general corporate operations. Costs incurred in
connection with financings, such as banker fees, origination fees and legal fees, are classified as deferred debt issuance costs. We
capitalize these costs and amortize them over the expected life of the related financing agreements. The related fees are expensed
immediately upon early extinguishment of the debt. In a debt modification, the initial issuance costs and any additional fees incurred
as a result of the modification are deferred over the term of the modified agreement. Deferred debt issuance costs are amortized
using the effective interest method for term debt and the straight-line method for revolving lines of credit. Interest expense and the
amortization of deferred debt issuance costs incurred on debt used to fund loan originations are presented as funding costs in our
consolidated statements of operations. Interest expense and the amortization of deferred debt issuance costs incurred on debt used to
fund general corporate operations are recorded as interest expense, a component of other expense, in our consolidated statements of
operations.
Property, Equipment and Software
Property, equipment and software consists of computer and office equipment, purchased software, capitalized internal-use
software costs and leasehold improvements. Property, equipment and software are stated at cost less accumulated depreciation and
amortization. Depreciation and amortization expense are recognized over the estimated useful lives of the assets using the straight-
line method. Leasehold improvements are amortized over the shorter of the terms of the respective leases or the estimated lives of
the improvements.
In accordance with ASC Subtopic 350-40, Internal-Use Software, we begin to capitalize the costs to develop software for our
website and other internal uses when the following criteria are met: (i) the preliminary project stage is completed (ii) we have
authorized funding (iii) it is probable that the project will be completed and (iv) we conclude that the software will perform the
function intended. Capitalized internal-use software costs primarily include salaries and payroll-related costs for employees directly
involved in the development efforts, software licenses acquired and fees paid to outside consultants.
Software development costs incurred prior to meeting the criteria for capitalization and costs incurred for training and
maintenance are expensed as incurred. Certain upgrades and enhancements to existing software that result in additional functionality
are capitalized. Capitalized software development costs are amortized using the straight-line method over their expected useful lives,
which is generally three years.
We review long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying values of
those assets may not be recoverable. An impairment loss will be recognized only if the carrying value of a long-lived asset is not
recoverable and exceeds its fair market value. If there is an indication of impairment, we will estimate the future cash flows
(undiscounted and without interest charges) expected from the use of the asset and its eventual disposition. If an impairment is
determined to exist, the impairment loss will be measured as the amount by which the carrying value of the asset exceeds its fair
value and recorded in the period the determination is made. Assets held for sale are reported at the lower of the carrying amount or
fair value, less costs to sell.
Redeemable Convertible Preferred Stock
Until our initial public offering ("IPO") in December 2014, we had outstanding redeemable convertible preferred stock which
was redeemable at the option of the holder after the passage of time and, therefore, had been classified outside of permanent equity
in accordance with the SEC Staff Accounting Bulletin (“SAB”) Topic 3C, Redeemable Preferred Stock. We made periodic accretions
to the carrying amount of the redeemable convertible preferred stock so that the carrying amount would equal the redemption. As all
redeemable convertible preferred stock automatically converted into shares of common stock upon the closing of our IPO in
December 2014, there was no accretion of dividends for the year ended December 31, 2015. As of December 31, 2015 and 2014 we
had no redeemable convertible preferred stock outstanding.
Stock Warrants for Shares of Preferred Stock
At various dates prior to our IPO, we issued warrants for certain series of our redeemable convertible preferred stock to third
parties in connection with certain agreements. As the warrant holders had the right to demand their preferred shares to be settled in
cash after the passage of time, we recorded the warrants as liabilities and at each balance sheet date. We valued the warrants using
the Black-Scholes-Merton Option Pricing Model. Any change in warrant value was recorded through a warrant liability fair value
adjustment in our consolidated statements of operations. All warrants for shares of preferred stock automatically converted into
warrants for shares of common stock upon closing of our IPO in December 2014. Upon conversion, the warrant liability was
82
converted to permanent equity as a component of additional paid-in capital. No preferred stock or other warrants were issued during
the year ended December 31, 2015.
Revenue Recognition
Interest Income
We generate revenue primarily through interest and origination fees earned on loans originated and held to maturity.
For term loans, we recognize interest and origination fee revenue over the terms of the underlying loans using the effective
interest method. For lines of credit, we recognize interest income when earned in accordance with terms of the contract. Origination
fees collected but not yet recognized as revenue are netted with direct origination costs and presented as a component of loans in our
consolidated balance sheets.
Historically, borrowers who elected to prepay term loans were required to pay future interest and fees that would have been
assessed had the term loan been repaid in accordance with its original agreement. Beginning in December 2014, certain term loans
may be eligible for a discount of future interest and fees that would have been assessed had the loan been repaid in accordance with
its original agreement.
Gain on Sales of Loans
We account for OnDeck Marketplace loan sales in accordance with ASC Topic 860, Transfers and Servicing, which states that
a transfer of a financial asset, a group of financial assets, or a participating interest in a financial asset is accounted for as a sale if all
of the following conditions are met:
1. The financial assets are isolated from the transferor and its consolidated affiliates as well as its creditors.
2. The transferee or beneficial interest holders have the right to pledge or exchange the transferred financial assets.
3. The transferor does not maintain effective control of the transferred assets.
For the years ended December 31, 2015, 2014 and 2013, all sales met the requirements for sale treatment in accordance with
ASC Topic 860, Transfers and Servicing. We record the gain or loss on the sale of a loan at the sale date in an amount equal to the
proceeds received, adjusted for initial recognition of servicing assets or liabilities obtained at the date of sale, less outstanding
principal and net deferred origination costs. A change in inputs or assumptions used in the valuation model related to servicing
assets or liabilities is recognized as a component of gain on sales of loans.
Other Revenue
Other revenue includes servicing fees related to loans previously sold, fair value adjustments to servicing rights, monthly fees
charged to customers for our line of credit and marketing fees earned from our issuing bank partners, which are recognized as the
related services are provided.
Stock-Based Compensation
In accordance with ASC Topic 718, Compensation—Stock Compensation, all stock-based compensation provided to
employees, including stock options and restricted stock units, or RSU's, is measured based on the grant-date fair value of the awards
and recognized as compensation expense on a straight-line basis over the period during which the award holder is required to
perform services in exchange for the award (the vesting period). The fair value of stock options is estimated using the Black-
Scholes-Merton Option Pricing Model. The use of the option valuation model requires subjective assumptions, including the fair
value of our common stock, the expected term of the option and the expected stock price volatility, which is based on our stock as
well as our peer companies. RSU's issued to employees and directors are measured based on the fair values of the underlying stock
on the dates of grant. Additionally, the recognition of stock-based compensation expense requires an estimation of the number of
options and RSUs that will ultimately be forfeited. Estimated forfeitures are subsequently adjusted to reflect actual forfeiture.
Options typically vest at a rate of 25% after one year from the vesting commencement date and then monthly over an
additional three-year period. The options expire ten years from the grant date or, for terminated employees, 90 days after the
employee’s termination date. RSUs typically vest at a rate of 25% annually, over four annual vesting periods. Compensation
expense for the fair value of the options and RSUs at their grant date is recognized ratably over the vesting period.
83
Advertising Costs
Advertising costs are expensed as incurred and are included within sales and marketing in our consolidated statements of
operations. For the years ended December 31, 2015, 2014 and 2013, advertising costs totaled $22.5 million, $14.4 million and $7.2
million, respectively.
Foreign Currency
In accordance with ASC 830, Foreign Currency Matters, we have determined the functional currency of our subsidiary,
OnDeck Australia, is the Australian dollar. We translate the financial statements of this subsidiary to U.S. dollars using month-end
exchange rates for assets and liabilities, and average exchange rates for revenue and expenses. Translation gains and losses are
recorded in accumulated other comprehensive loss as a component of stockholders' equity. As of December 31, 2015 we had a
cumulative translation loss of $0.4 million. The net loss resulting from foreign exchange transactions, which are transactions
designated in currencies other than our functional currency, was $1.3 million for the year ended December 31, 2015 and was
recorded within general and administrative expenses in our consolidated statements of operations. The impact of foreign currency
transactions was not material for the year ended December 31, 2014.
Income Taxes
In accordance with ASC 740, Income Taxes, we recognize deferred tax assets and liabilities for the expected future tax
consequences of temporary differences between the financial reporting and tax basis of assets and liabilities, as well as for operating
loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in
which the differences are expected to reverse. Valuation allowances are recorded to reduce deferred tax assets to the amount we
believe is more likely than not to be realized.
Uncertain tax positions are recognized only when we believe it is more likely than not that the tax position will be upheld on
examination by the taxing authorities based on the merits of the position. We recognize interest and penalties, if any, related to
uncertain tax positions in income tax expense. We did not have any accrued interest or penalties associated with uncertain tax
positions as of December 31, 2015 and 2014.
We file income tax returns in the United States for federal, state and local jurisdictions. We are no longer subject to U.S.
federal, certain states, and local income tax examinations for years prior to 2012, with certain states no longer subject for years prior
to 2011, although carryforward attributes that were generated prior to 2012 may still be adjusted upon examination by the Internal
Revenue Service if used in a future period. No income tax returns are currently under examination by taxing authorities.
Fair Value Measurement
In accordance with ASC 820, Fair Value Measurement, we use a three-tier fair value hierarchy to classify and disclose all
assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-
recurring basis, in periods subsequent to their initial measurement. The hierarchy requires us to use observable inputs when
available, and to minimize the use of unobservable inputs when determining fair value. The three tiers are defined as follows:
Level 1: Quoted prices in active markets or liabilities in active markets for identical assets or liabilities, accessible by us at the
measurement date.
Level 2: Quoted prices for similar assets or liabilities in active markets, or quoted prices for identical or similar assets or
liabilities in markets that are not active, or other observable inputs other than quoted prices.
Level 3: Unobservable inputs for assets or liabilities for which there is little or no market data, which require us to develop our
own assumptions. These unobservable assumptions reflect estimates of inputs that market participants would use in pricing the
asset or liability. Valuation techniques include the use of option pricing models, discounted cash flows, or similar techniques,
which incorporate our own estimates of assumptions that market participants would use in pricing the instrument or valuations
that require significant management judgment or estimation.
A financial instrument’s categorization within the valuation hierarchy is based on the lowest level of input that is significant to
the fair value measurement.
Basic and Diluted Net Loss per Common Share
Basic net loss per common share is computed by dividing net loss attributable to On Deck Capital, Inc. common stockholders
by the weighted-average number of common shares outstanding for the period and excludes the effects of any potentially dilutive
securities. We compute net loss per common share using the two-class method required for participating securities. We consider all
series of redeemable convertible preferred stock to be participating securities due to their cumulative dividend rights. In accordance
with the two-class method, earnings allocated to these participating securities, which include participation rights in undistributed
84
earnings, are subtracted from net income or loss to determine total undistributed earnings or losses to be allocated to common
stockholders. All participating securities are excluded from basic weighted-average common shares outstanding. Upon the closing of
our IPO in December 2014, all redeemable convertible preferred stock was converted to common stock and became included in our
weighted-average common shares outstanding.
Diluted net loss per common share includes the dilution that would occur upon the exercise or conversion of all potentially
dilutive securities into common stock using the “treasury stock” or “if converted” methods, as applicable. Diluted net loss per
common share is computed under the two-class method by using the weighted-average number of common shares outstanding, plus,
for periods with net income attributable to common stockholders, the potential dilutive effects of stock options, warrants and
convertible preferred stock. In addition, we analyze the potential dilutive effect of the outstanding participating securities under the
“if converted” method when calculating diluted earnings per share in which it is assumed that the outstanding participating securities
convert into common stock at the beginning of the period. We report the more dilutive of the approaches (two-class or “if
converted”) as our diluted net income per share during the period. Due to net losses for the years ended December 31, 2015, 2014
and 2013, basic and diluted net loss per common share were the same, as the effect of potentially dilutive securities was anti-
dilutive.
Recent Accounting Pronouncements Not Yet Adopted
In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs, which amends ASC 835-
30, Interest - Imputation of Interest. ASU 2015-03 requires entities to reclassify the presentation of deferred debt issuance costs in
the financial statements. Under the ASU, an entity will be required to present such deferred costs in the balance sheet as a direct
deduction from the related debt liability rather than as an asset. This accounting standard is mandatorily effective beginning January
1, 2016 and is to be applied retrospectively. In the first quarter of 2016 we will reclassify all deferred debt issuance costs as a
reduction to Funding debt or Corporate debt in the Consolidated Balance Sheet, as applicable.
In May 2014, the FASB issued ASU 2014-09, Revenue Recognition, which creates ASC 606, Revenue from Contracts with
Customers, and supersedes ASC 605, Revenue Recognition. ASU 2014-09 requires revenue to be recognized in an amount that
reflects the consideration to which the entity expects to be entitled in exchange for goods or services as described in ASU 2014-09.
In July 2015, the FASB voted to defer the effective date of the new revenue standard by one year. The new guidance will be
effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period.
Early adoption is permitted, but not before the original effective date of December 15, 2016. We are currently in the process of
assessing the impact that the adoption of this guidance will have on our consolidated financial statements.
In February 2016, the FASB issued ASU 2016-02, Leases, which creates ASC 842, Leases, and supersedes ASC 840, Leases.
ASU 2016-02 requires lessees to recognize a right-of-use asset and lease liability for all leases with terms of more than 12 months.
Recognition, measurement and presentation of expenses will depend on classification as a finance or operating lease. The new
guidance will be effective for annual reporting periods beginning after December 15, 2018, including interim periods within that
reporting period and is applied retrospectively. Early adoption is permitted. We are currently in the process of assessing the impact
the adoption of this guidance will have on our consolidated financial statements.
3. Net Loss Per Common Share
Basic and diluted net loss per common share is calculated as follows (in thousands, except share and per share data):
Numerator:
Net loss
Less: Series A and B preferred stock redemptions
Less: Accretion of dividends on the redeemable convertible preferred
stock
Less: net loss attributable to noncontrolling interest
Net loss attributable to On Deck Capital, Inc. common stockholders
Denominator:
Weighted-average common shares outstanding, basic and diluted
Net loss per common share, basic and diluted
$
$
$
Year Ended December 31,
2015
2014
2013
(2,231) $
—
(18,708) $
—
—
958
(1,273) $
(12,884)
—
(31,592) $
(24,356)
(5,254)
(7,470)
—
(37,080)
69,545,238
52,556,998
4,292,026
(0.02) $
(0.60) $
(8.64)
85
Diluted loss per common share is the same as basic loss per common share for all periods presented because the effects of
potentially dilutive items were anti-dilutive given our net losses. The following common share equivalent securities have been
excluded from the calculation of weighted-average common shares outstanding because the effect is anti-dilutive for the
periods presented:
Anti-Dilutive Common Share Equivalents
Redeemable convertible preferred stock:
Series A
Series B
Series C
Series C-1
Series D
Series E
Warrants to purchase redeemable convertible preferred stock
Warrants to purchase common stock
Restricted stock units
Stock options
Total anti-dilutive common share equivalents
Year Ended December 31,
2015
2014
2013
—
—
—
—
—
—
—
309,792
1,853,452
10,711,321
12,874,565
—
—
—
—
—
—
—
309,792
88,418
10,371,469
10,769,679
4,438,662
10,755,262
9,735,538
1,701,112
14,467,756
—
1,393,768
4,057,066
—
7,814,970
54,364,134
The weighted-average exercise price for warrants to purchase 2,516,288 shares of common stock was $9.51 as December 31,
2015. For the year ended December 31, 2015 and 2014, a warrant to purchase 2,206,496 shares of common stock was excluded
from anti-dilutive common share equivalents as performance conditions had not been met.
4. Interest Income
Interest income was comprised of the following components for the years ended December 31 (in thousands):
Interest on unpaid principal balance
Interest on deposits
Amortization of net deferred origination costs
Total interest income
2015
227,579 $
408
(32,939)
195,048 $
2014
172,472 $
70
(27,267)
145,275 $
2013
51,699
7
11,235
62,941
$
$
5. Loans Held for Investment, Allowance for Loan Losses and Loans Held for Sale
Loans Held for Investment and Allowance for Loan Losses
Loans held for investment consisted of the following as of December 31 (in thousands):
Term loans
Lines of credit
Total unpaid principal balance
Net deferred origination costs
Total loans held for investment
2015
482,596 $
61,194
543,790
8,952
552,742 $
$
$
2014
466,386
24,177
490,563
13,544
504,107
86
The activity in the allowance for loan losses for the years ended December 31 consisted of the following (in thousands):
Balance at January 1
Provision for loan losses
Loans charged off
Recoveries of loans previously charged off
Allowance for loan losses at December 31
2015
2014
2013
$
$
49,804 $
74,863
(78,485)
7,129
53,311 $
19,443 $
67,432
(39,638)
2,567
49,804 $
9,288
26,570
(17,651)
1,236
19,443
We include both loans we originate and loans funded by our issuing bank partners and later purchased by us as part of our
originations. During the years ended December 31, 2015, 2014 and 2013 we purchased loans in the amount of $231.7 million,
$180.8 million and $73.5 million, respectively.
Historically, we typically sold previously charged-off loans to a third-party debt collector. The proceeds from these sales
are recorded as a component of the recoveries of loans previously charged off. For the years ended December 31, 2015, 2014
and 2013, previously charged-off loans sold accounted for $5.5 million, $1.7 million and $1.0 million, respectively, of
recoveries of loans previously charged off.
The following table illustrates the unpaid principal balance related to non-delinquent, paying and non-paying delinquent
loans as of December 31 (in thousands):
Non-delinquent loans
Delinquent: paying (accrual status)
Delinquent: non-paying (non-accrual status)
Total
2015
486,729 $
28,192
28,869
543,790 $
$
$
2014
430,689
40,049
19,825
490,563
The portion of the allowance for loan losses attributable to non-delinquent loans was $27.0 million and $20.5 million as
of December 31, 2015 and December 31, 2014, respectively, while the portion of the allowance for loan losses attributable to
delinquent loans was $26.3 million and $29.3 million as of December 31, 2015 and December 31, 2014, respectively.
The following table shows an aging analysis of the unpaid principal balance related to loans held for investment by
delinquency status as of December 31 (in thousands):
By delinquency status:
Non-delinquent loans
1-14 calendar days past due
15-29 calendar days past due
30-59 calendar days past due
60-89 calendar days past due
90 + calendar days past due
Total unpaid principal balance
2015
2014
$
$
486,729 $
21,360
8,703
10,347
7,443
9,208
543,790 $
430,689
23,954
9,462
10,707
7,724
8,027
490,563
87
Loans Held for Sale
Loans held for sale consisted of the following as of December 31 (in thousands):
Loans held for sale
Net deferred origination costs
Loans held for sale, net
6. Servicing Rights
2015
2014
696 $
10
706 $
1,483
40
1,523
$
$
As of December 31, 2015 and 2014, we serviced term loans we sold with a remaining unpaid principal balance of $345.9
million and $79.7 million, respectively. During the years ended December 31, 2015, 2014 and 2013, we sold through OnDeck
Marketplace loans with an unpaid principal balance of $600.0 million, $139.1 million and $17.5 million, respectively.
For the years ended December 31, 2015 and 2014, we earned $3.5 million, and $0.9 million of servicing revenue,
respectively.
The following table summarizes the activity related to the fair value of our servicing assets for the year ended
December 31:
Fair value at the beginning of period
Addition:
Servicing resulting from transfers of financial assets
Changes in fair value:
Change in inputs or assumptions used in the valuation model
Other changes in fair value (1)
Fair value at the end of period (Level 3)
2015
—
3,708
1,051
(1,270)
3,489
$
$
___________
(1) Represents changes due to collection of expected cash flows through December 31, 2015.
7. Property, Equipment and Software, net
Property, equipment and software, net, consisted of the following as of December 31 (in thousands):
Computer/office equipment
Capitalized internal-use software
Leasehold improvements
Total property, equipment and software, at cost
Less accumulated depreciation and amortization
Property, equipment and software, net
Estimated
Useful Life
12 – 36 months $
36 months
Life of lease
$
2015
2014
11,866 $
15,674
15,417
42,957
(16,770)
26,187 $
7,249
10,599
6,343
24,191
(10,262)
13,929
Amortization expense on capitalized internal-use software costs was $2.8 million, $1.8 million and $1.2 million for the
years ended December 31, 2015, 2014 and 2013, respectively, and is included as a component of technology and analytics in
our consolidated statements of operations.
88
8. Debt
The following table summarizes our outstanding debt as of December 31 (in thousands):
Description
Funding Debt:
ODAST Agreement
PORT Agreement
RAOD Agreement
ODART Agreement
ODAC Agreement
SBAF Agreement
ODAP Agreement
Partner Synthetic
Participations
Corporate Debt:
Square 1 Agreement
Type
Maturity Date
Weighted Average
Interest
Rate at
December 31,
2015
December 31,
2015
December 31,
2014
Securitization Facility
Revolving
Revolving
Revolving
Revolving
Revolving
Revolving
Term
May 2018 (1)
June 2017
May 2017
September 2017
May 2017
Various(2)
August 2017 (3)
$
3.4%
2.7%
3.3%
2.6%
8.6%
6.9%
5.0%
Various(4)
Various
174,980 $
59,415
47,465
42,090
27,699
12,783
8,819
6,861
380,112
174,972
—
—
105,598
32,733
16,740
56,686
1,199
387,928
Revolving
October 2016
4.5%
2,700
382,812 $
12,000
399,928
$
(1) The period during which remaining cash flow can be used to purchase additional loans expires April 30, 2016
(2) Maturity dates range from January 2016 through August 2017
(3) The period during which new borrowings may be made under this facility expires in August 2016
(4) Maturity dates range from January 2016 through October 2017
Certain of our loans held for investment are pledged as collateral for borrowings in our funding debt facilities, with the
exception of Partner Synthetic Participations. These loans totaled $417.1 million and $431 million as of December 31, 2015 and
2014, respectively. There is no collateral requirement for Partner Synthetic Participations. Our corporate debt facility is
collateralized by substantially all of our assets.
During the three years ended December 31, 2015, the following significant activity took place related to our debt facilities:
ODAST Agreement
On May 8, 2014, ODAST entered into a $175 million securitization agreement with Deutsche Bank Securities (“Deutsche
Bank”) as administrative agent. Of the total commitment, Deutsche Bank allowed for $156.7 million of Class A (primary group of
lenders) asset backed notes and $18.3 million of Class B (subordinate group of lenders) asset backed notes. The agreement requires
pooled loans to be transferred from us to ODAST with a minimum aggregate principal balance of approximately $183.2 million.
Class A and Class B commitments bear interest at 3.15% and 5.68%, respectively. Monthly payments of interest were due beginning
June 17, 2014 and principal and interest are due beginning in June 2016, with the final payment occurring in May 2018.
PORT Agreement
On June 12, 2015, through a wholly-owned bankruptcy remote subsidiary, we entered into a $100 million revolving line of
credit with Bank of America, N.A. ("PORT Agreement"). The facility bears interest at LIBOR plus 2.25%, and matures in June
2017.
RAOD Agreement
On May 22, 2015, through a wholly-owned bankruptcy remote subsidiary, we entered into a $50 million revolving line of
credit with SunTrust Bank ("RAOD Agreement"). The facility bears interest at LIBOR plus 3.00%, and matures in May 2017. On
February 26, 2016, the RAOD Agreement was amended to increase the borrowing capacity from $50 million to $100 million.
89
ODART Agreement
On September 15, 2014, we entered into an amendment of the ODART agreement which provided for:
•
the increase of the total facility size from $111.8 million to $167.6 million. with the Class A commitments
increased from $100 million to $150 million and the Class B commitments increased from $11.8 million to $17.6
million;
•
the decrease in the Class A interest rate to the applicable cost of funds rate plus 3%;
•
the decrease in the Class B interest rate to 7.25% plus the greater of 1% or LIBOR; and
•
the extensions of the commitment termination date of from August 16, 2015 to September 15, 2016.
On October 7, 2015 an amendment was made to the ODART Agreement which included for:
•
•
•
the decrease in Class A interest rate to the applicable cost of funds rate plus 2.25%;
the extension of the commitment termination date of the ODART Agreement by approximately one year to
September 15, 2017;
the extension of the date on or prior to which early termination fees may be payable in the event of a termination
or other permanent reduction of the revolving commitments by approximately one year to May 15, 2017, and the
ability to make certain partial commitment terminations without early termination fees;
•
the ability to use up to a specified portion of the facility for financing of our weekly pay term loan product;
and
•
the termination of the Class B revolving lending commitment, the effect of which is to reduce the total facility
capacity to $150 million; the termination was made at ODART's request and consented to by the Class B
Revolving Lender. The ODART Second A&R Credit Agreement also contemplates the reintroduction, at
ODART's election and administrative agent's consent, of one or more Class B Revolving Lending resulting in
Class B commitments up to $17.6 million, thereby potentially restoring the facility size to up to$167.6 million.
The borrowing base advance rate for reintroduced Class B revolving loans is 95% and the interest rate will be
LIBOR plus 7.00%.
ODAC Agreement
In October 2013, ODAC entered into a $25 million revolving credit agreement (the “ODAC Agreement”). On January 2, 2014,
ODAC entered into a second amendment of the ODAC Agreement increasing the financing limit of the ODAC Agreement from $25
million to $50 million bearing an interest rate of LIBOR plus 8.25%. On December 19, 2014 amendments were made to the ODAC
Agreement to among other items, extend the commitment termination date to October 2016 to introduce the ability to use up to a
specified portion of the ODAC facility for the financing our line of credit product. On May 22, 2015, amendments were made to the
ODAC Agreement to, among other items, extend the commitment termination date to May 2017 and to provide for the utilization of
up to the entire ODAC facility solely for the financing of our line of credit product. In addition to other changes, this facility is now
exclusively used to our line of credit product.
ODAP Agreement
In August 2014, ODAP entered into a $75 million revolving line of credit with Jefferies Mortgage Funding, LLC ("ODAP
Agreement"). On August 13, 2015, an amendment was made to the ODAP Agreement converting the Lenders’ obligation from a
commitment to make revolving loans to ODAP of up to $75 million to an agreement under which the Lenders are allowed to make,
on an uncommitted basis, revolving loans to ODAP of up to $100 million; extending the revolving termination date (i.e., the period
during which ODAP is permitted to request the advance of revolving loans) by approximately one year to August 13, 2016 and the
amortization period end date by approximately one year to August 13, 2017; increasing the borrowing advance rate; and various
other changes. On November 25, 2015 ODAP terminated its existing asset-backed revolving debt facility and simultaneously
entered into a new-asset backed revolving debt facility with substantially similar terms to the terminated facility. The note bears
interest at 4% plus the greater of 1% or LIBOR.
90
Square 1 Agreement
On October 2, 2015 an amendment was made to the Square 1 Agreement which extended the date of maturity of our corporate
revolving line of credit from October 2015 to October 2016, added a minimum monthly interest payment and modified certain
financial and portfolio covenants.
Other
In August 2013, and as subsequently amended, we entered into an $8 million senior subordinated loan and security agreement
(“SSL&SA”) with certain entities collectively referred to as SF Capital. On January 22, 2014, we entered into a second amendment
with SF Capital, increasing the credit limit available on SSL&SA from $8 million to $18 million with borrowings up to $8 million
bearing the original interest rate of 16% and all borrowings in excess of $8 million bearing an interest rate of 12%. No other
significant terms were modified under this amendment. On February 27, 2014, approximately $30 million of the proceeds of the
issuance of the Series E redeemable convertible preferred shares was used to repay the SSL&SA in full and portions of certain other
debt payable. On April 7, 2014, the SBLP II Agreement was terminated and the amount outstanding of $63.3 million was paid in full
to the lenders.
As of December 31, 2015, future maturities of our borrowings were as follows (in thousands):
2016
2017
2018
2019
2020
Thereafter
Total
9. Warrant Liability
$
$
69,046
277,308
36,458
—
—
—
382,812
In conjunction with certain consulting agreements, we issued warrants to purchase shares of Series E redeemable convertible
preferred stock (“Series E warrants”). The holders were entitled to purchase 30,000 shares of Series E shares for $14.71 per share.
The warrants are exercisable upon vesting through the earlier of ten years after issuance (various dates through June 6, 2024), or two
years after closing a qualified initial public offering, which occurred in December 2014. As the Series E warrants vested, they were
recorded as liabilities in the accompanying consolidated balance sheets and subsequently adjusted to fair value each period because
they were exercisable into redeemable securities. For the years ended December 31, 2014 and 2013, changes in the fair value of
these and previously issued warrants were recognized in our consolidated statements of operations as warrant liability fair value
adjustment. In connection with our IPO in December 2014, all warrants for shares of preferred stock converted to warrants for
shares of common stock which are not subject to fair value adjustments. As of December 31, 2015, warrants to purchase 20,000
common shares have vested but have not been exercised.
In September 2014, in conjunction with a general marketing agreement, we issued a warrant to purchase shares of common
stock (“common stock warrant”) to a strategic partner. As of December 31, 2015, the holder was entitled to purchase up to 2,206,496
shares of common stock for $10.66 per share. The number of exercisable shares is dependent upon performance conditions. The
warrant is exercisable upon vesting through the earlier of ten years after issuance, September 29, 2024, or one year after the
termination of the agreement. As the performance conditions are met, the common stock warrant will be recorded as a liability in our
consolidated balance sheets and as sales and marketing expense in our consolidated statements of operations. The warrant liability
will be adjusted to fair value each period and recognized in our consolidated statements of operations as warrant liability fair value
adjustment. For the years ended December 31, 2015 and 2014, no performance conditions had been met and therefore no expense or
liability has been recorded.
91
10. Redeemable Convertible Preferred Stock
Series A, Series B, Series C, Series C-1, Series D and Series E redeemable convertible preferred stock are collectively
referred to as the “preferred stock” and individually as the “Series A”, “Series B”, “Series C”, “Series C-1”, “Series D” and
“Series E." Each of the prices per share is referred to as the original issue price and excludes the cost of issuance. Any costs
incurred in connection with the issuance of various classes of the preferred stock have been recorded as a reduction of the
carrying amount.
The following table presents a summary of activity for the preferred stock issued and outstanding for the years ended
December 31, 2015, 2014 and 2013 (in thousands):
Series A
3,250
(835)
—
Series B
21,838
(193)
—
Series C
23,113
—
—
Series C-1
5,025
—
—
Series D
—
—
58,675
Series E
—
—
—
Total
Amount
53,226
(1,028)
58,675
Balance, January 1, 2013
Redemption of preferred stock(1)
Issuance of preferred stock(2)
Accretion of dividends on
preferred stock
—
—
Issuance of preferred stock(2)
Exercise of preferred stock
warrants
Accretion of dividends on
preferred stock
Conversion of preferred stock to
common stock in connection
with initial public offering
Balance, December 31, 2013
$
2,559 $ 22,918 $
144
1,273
1,636
24,749 $
—
376
5,401 $
—
4,041
62,716 $
—
7,470
—
— $ 118,343
76,985
76,985
—
5,982
—
7,225
—
85
13,292
124
1,240
1,570
413
4,619
4,918
12,884
Balance, December 31, 2014
$
— $
— $
— $
— $
— $
— $
(2,683)
(30,140)
(26,319)
(13,039)
(67,335)
(81,988)
(221,504)
—
_________________________
(1)
During 2013, we redeemed 1,514,698 shares of Series A and 91,460 shares of Series B stock held by investors. The
differential between the redemption price and the carrying value of the shares of $5.3 million was charged to accumulated
deficit in accordance with accounting for distinguishing liabilities from equity.
Includes the conversion of a convertible note.
(2)
Dividends
Each series of preferred stock contained a cumulative annual dividend rate of 8% per share. No dividends were declared as of
December 31, 2015 and 2014 or through the date of issuing these financial statements. Cumulative dividends were payable in the
event of redemption. In addition to the preferential cumulative dividends, holders of preferred stock were entitled to receive, on an
if-converted basis, any declared or paid dividends on our common stock.
Conversion
Each series of redeemable convertible preferred stock was mandatorily convertible upon the close of a qualified IPO or upon
written consent of the majority of holders, as defined within each preferred stock agreement. All shares of preferred stock were
automatically converted to shares of common on a 1:1 basis upon the close of our IPO.
Liquidation
In the event of any liquidation, dissolution, merger or consolidation (resulting in the common and preferred stockholders’ loss
of majority), disposition or transfer of assets, or winding up of the company, whether voluntary or involuntary (a “Liquidation
Event”), and after all declared dividends have been paid, holders of certain series of preferred stock were entitled to participate in
the distribution of remaining company assets along with common stockholders with variable participation rights per series. These
92
liquidation participation rights were nullified upon the conversion of the preferred shares to common shares which occurred upon
the close of our IPO.
Redemption Rights
Each series of preferred stock was redeemable at the election of its holders. The redemption price was equal to any unpaid
cumulative dividends and other dividends plus the original issue price. In connection with our IPO in December 2014, all preferred
stock was converted to shares of common stock. At December 31, 2015, there were no preferred shares outstanding.
Voting Rights
Certain preferred series holders had rights to elect a variable number of members of the board of directors. At December 31,
2015, there were no preferred shares outstanding.
11. Stockholders’ Equity
Initial Public Offering
On December 22, 2014, we completed our IPO in which we sold 11.5 million shares of our common stock to the public at
$20 per share. We received net proceeds of $210.0 million from the IPO, net of underwriting discounts, commissions and
offering expenses. Upon the closing of the IPO, all shares of outstanding redeemable convertible preferred stock automatically
converted into shares of common stock and all warrants for redeemable convertible preferred stock converted to warrants for
common stock.
Retroactive Stock Split
On November 26, 2014, we further amended our amended and restated certificate of incorporation effecting a 2-for-1
forward stock split of our common stock and redeemable convertible preferred stock. The stock split caused an adjustment to
the par value of common and preferred stock, from $0.01 per share to $0.005 per share, and a doubling of the number of
authorized and outstanding shares of such stock. As a result of the stock split, the share amounts under our employee incentive
plan and warrant agreements with third parties were also adjusted accordingly. All numbers of shares and per share data in the
accompanying consolidated financial statements and related notes have been retroactively adjusted to reflect this stock split for
all periods presented.
12. Income Tax
Our financial statements include a total income tax expense of $0 on net losses of $2.2 million, $18.7 million and $24.4
million for the years ended December 31, 2015, 2014 and 2013, respectively. A reconciliation of the difference between the
provision for income taxes and income taxes at the statutory U.S. federal income tax rate is as follows for the years ended
December 31:
Federal statutory rate
Effect of:
Change in valuation allowance
Federal effect of change in state and local tax valuation allowance
Income tax provision effective rate
2015
2014
2013
34.0 %
34.0 %
34.0 %
(28.0)%
(6.0)%
— %
(35.7)%
1.7 %
— %
(40.3)%
6.3 %
— %
93
The significant components of our deferred tax asset were as follows as of December 31 (in thousands):
Deferred tax assets relating to:
Net operating loss carryforwards
Loan loss reserve
Imputed interest income
Loss on sublease
Deferred rent
Miscellaneous items
Total gross deferred tax assets
Deferred tax liabilities:
Internally developed software
Property, equipment and software
Origination costs
Total gross deferred tax liabilities
Deferred assets less liabilities
Less: valuation allowance
Net deferred tax asset
2015
2014
$
19,183 $
20,231
729
(20)
1,613
5
41,741
1,756
4,613
3,394
9,763
31,978
(31,978)
$
— $
12,271
18,989
444
145
664
4
32,517
1,049
214
5,164
6,427
26,090
(26,090)
—
In assessing the realizability of deferred tax assets, we consider whether it is more likely than not that some portion or all of
the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future
taxable income during the periods in which those temporary differences become deductible. We consider the scheduled reversal of
deferred tax liabilities, projected future taxable income, and planned tax strategies in making this assessment. Based upon the level
of historical losses and projections for future taxable income over the periods in which the deferred tax assets are deductible, we
believe it is more likely than not that we will not realize the benefits of these deductible differences in the future. Therefore, we have
recorded a full valuation allowance on our net deferred tax asset.
Deductions that are not deemed more likely than not to withstand examination by a taxing authority are considered to be
"uncertain tax positions" as defined in ASC 740 Income Taxes. Prior to January 1, 2015, we had not recognized any uncertain tax
positions. During the year ended December 31, 2015, we claimed deductions on our U.S. federal tax return for certain expenses
related to our initial public offering that were validated at the level of substantial authority, but did not exceed the "more likely than
not" threshold. We estimate the tax-effected exposure of these deductions to be approximately $2.2 million. These deductions did
not result in any change to our tax payable or our provision for income taxes, both of which were $0 as of and for the year ended
December 31, 2015. These deductions will increase our deferred tax asset as well as the corresponding valuation allowance. There
will be no financial statement benefit derived from this additional deferred tax asset until such time as the valuation allowance is
released.
Our net operating loss carryforwards for federal income tax purposes were approximately $50.6 million, $57.2 million and
$53.4 million at December 31, 2015, 2014 and 2013, respectively, and, if not utilized, will expire at various dates beginning in 2027.
State net operating loss carryforwards were $49.8 million, $56.4 million and $53.2 million at December 31, 2015, 2014 and 2013,
respectively. Net operating loss carryforwards and tax credit carryforwards reflected above may be limited due to historical and
future ownership changes.
13. Fair Value of Financial Instruments
Assets and Liabilities Measured at Fair Value on a Recurring Basis Using Significant Unobservable Inputs (Level 3)
We evaluate our financial assets and liabilities subject to fair value measurements on a recurring basis to determine the
appropriate level at which to classify them for each reporting period. Due to the lack of transparency and quantity of transactions
related to trades of servicing rights of comparable loans, we utilize an income valuation technique to estimate fair value. We utilize
industry-standard modeling, such as discounted cash flow models, to arrive at an estimate of fair value and may utilize third-party
service providers to assist in the valuation process. This determination requires significant judgments to be made.
94
The following tables present information about our assets and liabilities that are measured at fair value on a recurring
basis as of December 31 (in thousands):
Description
Assets:
Servicing assets
Total assets
Level 1
Level 2
Level 3
Total
2015
$
$
— $
— $
— $
— $
3,489 $
3,489 $
3,489
3,489
There were no transfers between levels for the year ended December 31, 2015.
The following tables presents quantitative information about the significant unobservable inputs used for certain of our
Level 3 fair value measurement at December 31, 2015.
December 31, 2015
Unobservable input
Weighted Average
Servicing assets
Discount rate
Cost of service(1)
Renewal rate
Default rate
30.00 %
0.09 %
53.21 %
10.00 %
(1) Estimated cost of servicing a loan as a percentage of unpaid principal balance.
The weighted averages above are indicative of the range for discount rate and cost of service. The renewal rate had a range of
31.78% to 53.21% while the default rate had a range of 6.43% to 10.36% during the year ended December 31, 2015. The above
unobservable inputs were consistent during the year ended December 31, 2015, when servicing right assets were initially
recognized.
Changes in certain of the unobservable inputs noted above may have a significant impact on the fair value of our servicing
asset. The following table summarizes the effect adverse changes in estimate would have on the fair value of the servicing asset as of
December 31, 2015 given a hypothetical changes in default rate and cost to service (in thousands):
Servicing Assets
Default rate assumption:
Default rate increase of 25%
Default rate increase of 50%
Cost to service assumption:
Cost to service increase by 25%
Cost to service increase by 50%
$
$
$
$
(145)
(282)
(79)
(159)
We had no servicing assets or liabilities as of December 31, 2014.
Warrant Liability
The following table presents the changes in the Level 3 instruments measured at fair value on a recurring basis for the
years ended December 31 (in thousands):
95
Warrant liability balance at January 1
Exercise of warrants
Change in fair value
Conversion of preferred stock warrants to common stock warrants upon IPO
Warrant liability balance at December 31
2014
4,446
(10,766)
11,232
(4,912)
—
$
$
The warrant liability is classified within Level 3 due to the use of the value of our common stock, which in 2014 was a
significant unobservable input, in determining the warrant liability's fair value. As the valuation of our common stock was
determined prior to our initial public offering, we used a combination of the inputs including option pricing models, secondary
transactions with third-party investors and an initial public offering scenario to determine the valuation of our common
stock.
Assets and Liabilities Disclosed at Fair Value
Because our loans held for investment, loans held for sale and fixed-rate debt are not measured at fair value, we are required to
disclose their fair value in accordance with ASC 825. We utilize industry-standard modeling, such as discounted cash flow models,
to arrive at an estimate of fair value and may utilize third-party service providers to assist in the valuation process. This
determination requires significant judgments to be made.
Description
Assets:
Loans held for investment
Loans held for sale
Total assets
Description
Liabilities:
Fixed-rate debt
Total fixed-rate debt
Carrying Value
Fair Value
Level 1
Level 2
Level 3
December 31, 2015
$
$
$
$
499,431 $
706
545,740 $
763
500,137 $
546,503 $
— $
—
— $
— $
—
— $
545,740
763
546,503
194,624 $
190,411 $
194,624 $
190,411 $
— $
— $
— $
— $
190,411
190,411
The following techniques and assumptions are used in estimating fair value:
Loans held for investment and loans held for sale - Fair value is based on discounted cash flow models which contain certain
unobservable inputs such as discount rate, renewal rate and default rate.
Fixed-rate debt - Our ODAST Agreement, SBAF Agreement and Partner Synthetic Participations is considered fixed-rate debt.
Fair value of our fixed-rate debt is based on a discounted cash flow model with an unobservable input of discount rate.
As of December 31, 2014, loans held for investment and loans held for sale approximated fair value due to their short-term
nature and are considered to be Level 3 assets. As of December 31, 2014, the carrying amounts of our financing obligations, such as
fixed-rate debt, approximates fair value, considering the borrowing rates currently available to us for financing obligations with
similar terms and credit risks.
14. Stock-Based Compensation and Employee Benefit Plans
Stock-Based Compensation Plans
2014 Equity Incentive Plan
Our board of directors adopted, and our stockholders approved, our 2014 Equity Incentive Plan (“2014 Plan”). Our 2014 Plan
provides for the grant of incentive stock options, within the meaning of Section 422 of the Internal Revenue Code, to our employees,
and for the grant of nonstatutory stock options, restricted stock, restricted stock units, stock appreciation rights, performance units
and performance shares to our employees, directors and consultants. When initially adopted, there were up to 7,200,000 shares of
our common stock authorized for issuance under the 2014 Plan subject to increase pursuant to the terms of the 2014 Plan. The shares
of common stock available for issuance pursuant to the 2014 Plan is increased by shares returned that would otherwise return to our
2007 Plan as the result of the expiration or termination of awards. In addition, the number of shares available for issuance under the
96
2014 Plan will also include an annual increase on the first day of each fiscal year beginning in fiscal 2016 and ending immediately
following fiscal 2020, equal to the least of:
•
•
•
•
7,200,000 shares of our common stock;
4% of the outstanding shares of our common stock as of the last day of our immediately preceding fiscal year, which is
referred to as the threshold percentage;
a percentage equal to the threshold percentage, plus the difference between the threshold percentage and the percentage
added to the 2014 Plan for each prior fiscal year; or
such other amount as our board of directors may determine.
2014 Employee Stock Purchase Plan
Our board of directors adopted, and our stockholders approved, the 2014 Employee Stock Purchase Plan (“ESPP”), which
became effective in connection with our IPO in December 2014. The ESPP allows eligible employees to purchase shares of our
common stock at a discount through payroll deductions of up to 15% of their eligible compensation, subject to any plan limitations.
The offering periods generally start on the first trading day on or after March 15 and September 15 of each year and end on the first
trading approximately six months later. The administrator may, in its discretion, modify the terms of future offering periods. Due to
the timing of the IPO, the first offering period started December 22, 2014 and ended on September 15, 2015. At the end of each
offering period, employees are able to purchase shares at 85% of the lower of the fair market value of our common stock on the first
trading day of the offering period or on the last trading day of the offering period. When initially adopted, there were 1,800,000
shares of our common stock are available for sale under our ESPP. In addition, our ESPP provides for annual increases in the
number of shares available for issuance under the ESPP on the first day of each fiscal year beginning in fiscal 2016, equal to the
lesser of:
•
•
•
1% of the outstanding shares of our common stock on the first day of such fiscal year;
1,800,000 shares of our common stock; or
such other amount as may be determined by our board of directors.
2007 Stock Option Plan
Our Amended and Restated 2007 Stock Incentive Plan (“2007 Plan”) was terminated in connection with the IPO, and
accordingly, no shares are available for issuance under this plan. Our 2007 Plan continues to govern outstanding awards granted
thereunder. Our 2007 Plan allowed for the grant of incentive stock options, nonqualified stock options and restricted stock. The
terms of the stock option grants under the 2007 Plan, including the exercise price per share and vesting periods, were determined by
our Compensation Committee of the Board (“Committee”). Stock options were granted at exercise prices defined by the Committee
but, historically, were equal to the fair market value of our common stock at the date of grant. As of December 31, 2014 and 2013,
we had 0 and 1,109,292 shares, respectively, allocated to the 2007 Plan.
Options
The following table summarizes the assumptions used for estimating the fair value of stock options granted under our option
plans for the years ended December 31:
Risk-free interest rate
Expected term (years)
Expected volatility
Dividend yield
Weighted-average grant date fair value per share
2015
1.65-2.13%
5.5 - 6.0
41 - 47%
—%
$5.70
2014
1.02-2.08%
3.2 - 6.1
2013
0.88-2.29%
5.8 - 8.5
35 - 59%
—%
$5.57
54 - 60%
—%
$0.65
97
The following is a summary of option activity for the year ended December 31, 2015:
Outstanding at January 1, 2015
Granted
Exercised
Forfeited
Expired
Outstanding at December 31, 2015
Exerciseable at December 31, 2015
Vested or expected to vest as of December 31, 2015
Weighted-
Average
Exercise
Price
Weighted-
Average
Remaining
Contractual
Term
(in years)
4.59
13.84
1.24
7.42
6.19
6.16
3.18
6.00
—
—
—
—
—
7.8 $
7.1 $
7.8 $
Aggregate
Intrinsic
Value
(in thousands)
—
—
—
—
—
53,012
37,857
52,643
Number of
Options
10,371,469 $
1,611,617 $
(804,857) $
(430,878) $
(36,030) $
10,711,321 $
5,146,604 $
10,393,562 $
Total compensation cost related to nonvested option awards not yet recognized as of December 31, 2015 was $20.5
million and will be recognized over a weighted-average period of approximately 2.8. The aggregate intrinsic value of employee
options exercised during the years ended December 31, 2015, 2014 and 2013 was $10.8 million, $12.1 million and $1.0
million, respectively.
Restricted Stock Units
During 2015, we began issuing RSUs to certain employees, officers and directors. The following table summarizes our
activities of RSUs during the year ended December 31, 2015:
Unvested at December 31, 2014
RSUs granted
RSUs vested
RSUs forfeited/expired
Unvested at December 31, 2015
Expected to vest after December 31, 2015
Number of
RSUs
—
1,939,462 $
—
(86,010) $
1,853,452 $
1,384,650 $
Weighted-
Average Grant
Date Fair Value
—
12.99
—
16.06
12.85
12.98
As of December 31, 2015, there was $21.5 million of unrecognized compensation cost related to unvested RSUs, which is
expected to be recognized over the next 3.6 years.
Employee Stock Purchase Plan
As of December 31, 2015, there was $0.3 million of unrecognized compensation expense related to the ESPP.
The assumptions used to calculate our Black-Scholes-Merton Option Pricing Model for each stock purchase right granted
under the ESPP were as follows or the year ended December 31:
Risk-free interest rate
Expected term (years)
Expected volatility
Dividend yield
2015
2014
0.27 %
0.50
42 %
— %
0.17%
0.75
42%
—%
98
Stock-based compensation expense related to stock options, RSUs and ESPP are included in the following line items in
our accompanying consolidated statements of operations for the year ended December 31 (in thousands):
Sales and marketing
Technology and analytics
Processing and servicing
General and administrative
Total
401(k) Plan
2015
2014
$
$
3,081 $
2,351
775
5,375
11,582 $
686
539
219
1,398
2,842
We maintain a 401(k) defined contribution plan that covers substantially all of our employees. Participants may elect to
contribute their annual compensation up to the maximum limit imposed by federal tax law. During the years ended December
31, 2015, 2014 and 2013 we had $1.0 million, $0.3 million, and $0 in employer related match expense, respectively.
15. Commitments and Contingencies
Lease Commitments
Operating Leases
In January 2013, we entered into an operating lease in Virginia for office space, which was amended in January 2015 (as
amended, “Virginia Lease”) to extend the term of the lease and rent additional space. The Virginia Lease calls for monthly rental
payments of $65,000, subject to escalation, and provides for a rent holiday of approximately six months and an aggregate $1 million
leasehold improvement incentive.
During 2014 and 2015, we amended the lease of our corporate headquarters in New York City (as amended, “New York
Lease”) to extend the term of the lease and rent additional space. We will occupy additional spaces under the New York Lease
incrementally, as spaces becomes available, at which time we will incur additional rent payments. For all spaces delivered to us
under the New York Lease as of December 31, 2015, our average monthly fixed rent payment will be approximately $0.4 million,
subject to escalations. We are entitled to rent credits aggregating $3.8 million and a tenant improvement allowance not to exceed
$5.8 million for all spaces delivered to us under the New York Lease as of December 31, 2015. The New York Lease is expected to
terminate in December 2026.
In April 2015, we provided notice of termination to the landlord of one of our office spaces in Denver, Colorado (“Existing
Denver Lease”) resulting in a termination fee of $0.4 million, which is included in general and administrative expenses for the year
ended December 31, 2015. The Existing Denver Lease is scheduled to expire in January 2016.
In June 2015, we entered into a sublease in Denver, Colorado ("New Denver Lease") as the subtenant. The New Denver Lease
calls for an average monthly fixed rent payment of approximately $144,000. The New Denver Lease also provides for a four-month
rent holiday and a tenant improvement allowance not to exceed $2.6 million and is scheduled to expire in April 2026.
Certain of our leases have free or escalating rent payment provisions. We recognize rent expense under such leases on a
straight-line basis over the term of the lease and record the difference between the rent paid and the straight-line rent expense as
deferred rent within other liabilities on our consolidated balance sheets. Improvements funded by tenant allowances are recorded as
leasehold improvements and depreciated over the improvements’ estimated useful lives or the remaining lease term, whichever is
shorter. The incentive is recorded as deferred rent and amortized over the term of the lease.
Capital Leases
In January 2014, we entered into a capital lease agreement for additional data warehouses. The agreement called for monthly
principal and interest payments of $18,000 through January 2017. As of December 31, 2015, total future minimum payments is
$212,000.
For the years ended December 31, 2015 and 2014, we recorded depreciation expense of $0.2 million and $0.3 million,
respectively, related to our fixed assets under capital leases. These capital leases are recorded in property, equipment and software,
net with a corresponding liability in accrued expenses and other liabilities.
99
Lease Commitments
At December 31, 2015, future minimum lease commitments under operating and capital leases, net of sublease income of $2.1
million, for the remaining terms of the operating leases were as follows (in thousands):
For the years ending December 31,
2016
2017
2018
2019
2020
Thereafter
Total
Concentrations of Credit Risk
$
$
5,465
7,872
8,142
8,686
8,951
51,410
90,526
Financial instruments that potentially subject us to significant concentrations of credit risk consist principally of cash, cash
equivalents, restricted cash and loans. We hold cash, cash equivalents and restricted cash in accounts at regulated domestic financial
institutions in amounts that exceed or may exceed FDIC insured amounts and at non-U.S. financial institutions where deposited
amounts may be uninsured. We believe these institutions to be of acceptable credit quality and we have not experienced any related
losses to date.
We are exposed to default risk on loans we originate and hold and that we purchase from our issuing bank partner. We perform
an evaluation of each customer's financial condition and during the term of the customer's loan(s), we have the contractual right to
limit a customer's ability to take working capital loans or other financing from other lenders that may cause a material adverse
change in the financial condition of the customer.
Concentrations of Credit Risk
For the year ended December 31, 2015, we had one group of customers that accounted for approximately 13% of total
revenue, which was recognized through gain on sales of loans.
Contingencies
Two separate putative class actions were filed in August 2015 in the United States District Court for the Southern District of
New York against us, certain of our executive officers, our directors and certain or all of the underwriters of our initial public
offering. The suits allege that the registration statement for our IPO contained materially false and misleading statements regarding,
or failed to disclose, specified information in violation of the Securities Act of 1933, as amended. The suits seek a determination that
the case is a proper class action and/or certification of the plaintiff as a class representative, rescission or a rescissory measure of
damages and/or unspecified damages, interest, attorneys’ fees and other fees and costs. On February 18, 2016 the court issued an
order (1) consolidating the two cases, (2) selecting the lead plaintiff and (3) appointing lead class counsel. Under the order, the
plaintiffs are directed to file a consolidated complaint by March 18, 2016. Within 30 days of the filing of any consolidated
complaint, the defendants are to answer the complaint or request a pre-motion conference with the court seeking permission to file a
motion to dismiss. We intend to defend ourselves vigorously in these consolidated matters, although at this time we cannot predict
the outcome.
From time to time we are subject to other legal proceedings and claims in the ordinary course of business. The results of such
matters cannot be predicted with certainty. However, we believe that the final outcome of any such current matters will not result in
a material adverse effect on our consolidated financial condition, consolidated results of operations or consolidated cash flows.
100
16. Quarterly Financial Information (unaudited)
The following table contains selected unaudited financial data for each quarter of 2015 and 2014. The unaudited
information should be read in conjunction with our financial statements and related notes included elsewhere in this report. We
believe that the following unaudited information reflects all normal recurring adjustments necessary for a fair presentation of
the information for the periods presented. The operating results for any quarter are not necessarily indicative of results for any
future period.
Gross revenues
Net revenue
Net income (loss)
Net loss attributable to
common stockholders
Basic
Diluted
December 31,
2015
September 30,
2015
June 30, 2015
March 31,
2015
December 31,
2014
September 30,
2014
67,599
42,299
(5,144)
(4,644)
(0.07)
(0.07)
67,398
46,033
3,507
3,733
0.05
0.05
63,312
43,015
4,748
4,980
0.07
0.07
56,458
28,312
(5,342)
(5,342)
(0.08)
(0.08)
50,491
25,401
(4,291)
(7,348)
(0.13)
(0.13)
43,509
22,060
354
(3,273)
(0.51)
(0.51)
June 30, 2014
35,502
18,628
(1,054)
(4,650)
(0.88)
(0.88)
March 31,
2014
28,562
7,343
(13,717)
(16,321)
(3.47)
(3.47)
101
Schedule II—Valuation and Qualifying Accounts
Years Ended December 31, 2015, 2014 and 2013
Description
Allowance for Loan Losses:
2015
2014
2013
Deferred tax asset valuation allowance:
2015
2014
2013
Balance at
Beginning
of Period
Charged
to Cost
and
Expenses
Charged
to Other
Accounts
(in thousands)
Deductions—
Write offs
Balance
at End of
Period
49,804
19,443
9,288
26,090
26,199
17,266
74,863
67,432
26,570
(2,514)
(5,826)
—
7,129
2,567
1,236
8,402
5,717
8,933
(78,485)
(39,638)
(17,651)
—
—
—
53,311
49,804
19,443
31,978
26,090
26,199
102
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A.
Controls and Procedures
Disclosure Controls and Procedures
As required by Rule 13a-15 under the Securities Exchange Act of 1934, “Exchange Act”, management has evaluated,
with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls
and procedures as of the end of the period covered by this report. Disclosure controls and procedures refer to controls and other
procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act
are recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Securities and
Exchange Commission. Disclosure controls and procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed by us in our reports that we file or submit under the Exchange Act are
accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as
appropriate, to allow timely decisions regarding our required disclosure. In designing and evaluating our disclosure controls
and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can
provide only reasonable assurance of achieving the desired control objectives, and management was required to apply its
judgment in evaluating and implementing possible controls and procedures.
Based on the foregoing evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of
December 31, 2015, the end of the period covered by this report, our disclosure controls and procedures were effective at a
reasonable assurance level.
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting for
the Company as defined in Rules 13a-15(f) and 15d-15(f) of the Securities Exchange Act of 1934, as amended. The
Company’s internal control over financial reporting is a process designed by, or under the supervision of, our Chief Executive
Officer and Chief Financial Officer, and effected by our board of directors, management and other personnel, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes those
policies and procedures that:
• pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and
dispositions of our assets;
• provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements
in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made
only in accordance with authorizations of our management and directors; and
• provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition
of our assets that could have a material effect on our financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Our management, under the supervision of our Chief Executive Officer and Chief Financial Officer, assessed the
effectiveness of the Company’s internal control over financial reporting as of December 31, 2015 using the criteria established
in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway
Commission (“COSO”). Based on this assessment and those criteria, our Chief Executive Officer and our Chief Financial
Officer concluded that our internal control over financial reporting was effective as of December 31, 2015 to provide
reasonable assurance of the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with U.S. generally accepted accounting principles.
103
This Annual Report on Form 10-K does not include an attestation report of our registered public accounting firm on
our internal control over financial reporting due to an exemption established by the JOBS Act for "emerging growth
companies."
Changes in Internal Control over Financial Reporting
During the three months ended December 31, 2015, we made numerous changes to our internal control over financial
reporting in preparation for and in connection with management’s first annual assessment thereof. During the period, we
designed and implemented new policies and procedures, related to, among other things, our information technology controls,
and established an internal audit function, to further improve and develop our internal control environment. We believe that in
the aggregate, these changes materially improved our control environment and contributed to the ability of our Chief Executive
Officer and Chief Financial Officer to assess the effectiveness of our internal control over financial reporting. Other than the
aforementioned items, there were no changes in our internal control over financial reporting during the quarter ended
December 31, 2015 that materially affected, or are reasonably likely to materially affect, our internal control over financial
reporting.
Item 9B.
Other Information
None.
104
PART III
Item 10.
Directors, Executive Officers and Corporate Governance
The information required by this item will be included under the caption “Directors, Executive Officers and Corporate
Governance” in our Proxy Statement for the 2016 Annual Meeting of Stockholders to be filed with the SEC within 120 days of
the fiscal year ended December 31, 2015, which we refer to as our 2016 Proxy Statement, and is incorporated herein by
reference.
The Company has a “Code of Business Conduct and Ethics Policy” that applies to all of our employees, including our
Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and our Board of Directors. A copy of
this code is available on our website at http://investors.ondeck.com. We intend to satisfy the disclosure requirement under
Item 5.05 of Form 8-K regarding amendment to, or waiver from, a provision of our Code of Business Conduct and Ethics
Policy by posting such information on our investor relations website under the heading “Governance—Governance
Documents” at http://investors.ondeck.com.
Item 11.
Executive Compensation
The information required by this item will be included under the captions “Executive Compensation” and under the
subheadings “Board’s Role in Risk Oversight,” “Non-Employee Director Compensation,” “Outside Director Compensation
Policy,” and “Compensation Committee Interlocks and Insider Participation” under the heading “Directors, Executive Officers
and Corporate Governance” in the 2016 Proxy Statement and is incorporated herein by reference.
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this item will be included under the captions “Security Ownership of Certain Beneficial
Owners and Management” and under the subheading “Potential Payments upon Termination or Change in Control” and “Equity
Benefit and Stock Plans” under the heading “Executive Compensation” in the 2016 Proxy Statement and is incorporated herein
by reference.
Item 13.
Certain Relationships and Related Transactions, and Director Independence
The information required by this item will be included under the captions “Certain Relationships and Related
Transactions” and “Directors, Executive Officers and Corporate Governance—Director Independence” in the 2016 Proxy
Statement and is incorporated herein by reference.
Item 14.
Principal Accounting Fees and Services
The information required by this item will be included under the caption “Proposal Two: Ratification of Selection of
Independent Registered Public Accountants” in the 2016 Proxy Statement and is incorporated herein by reference.
105
Item 15.
Exhibits, Financial Statement Schedules
PART IV
Item 15(a)(1) and (2) and 15(c) Financial Statements and Schedules
See “Index to Consolidated Financial Statements” in Item 8 of this Annual Report on Form 10-K. Other financial
statement schedules have not been included because they are not applicable or the information is included in the financial
statements or notes thereto.
Item 15(a)(3)
The exhibits filed or incorporated by reference as part of this Annual Report on Form 10-K are listed in the Exhibit Index
immediately preceding the exhibits. We have identified in the Exhibit Index each management contract and compensation plan
filed as an exhibit to this Annual Report on Form 10-K in response to Item 15(a)(3) of Form 10-K.
Item 15(b) Exhibits
The documents listed in the Exhibit Index of this report are incorporated by reference or are filed with this Annual Report
on Form 10-K, in each case as indicated therein (numbered in accordance with Item 601 of Regulation S-K).
106
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.
SIGNATURES
On Deck Capital, Inc.
/s/ Howard Katzenberg
Howard Katzenberg
Chief Financial Officer
(Principal Financial Officer)
/s/ Nicholas Sinigaglia
Nicholas Sinigaglia
Senior Vice President
(Principal Accounting Officer)
Date: March 3, 2016
Date: March 3, 2016
POWER OF ATTORNEY
KNOW ALL THESE PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and
appoints Noah Breslow, Howard Katzenberg and Cory Kampfer, and each of them, his attorneys-in-fact, each with full power of
substitution, for him in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the
same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that each said attorneys-in-fact or his substitute or substitutes, may do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on the dates indicated.
107
Signature
Title
Date
/s/ Noah Breslow
Noah Breslow
/s/ Howard Katzenberg
Howard Katzenberg
/s/ Nicholas Sinigaglia
Nicholas Sinigaglia
/s/ David Hartwig
David Hartwig
/s/ J. Sanford Miller
J. Sanford Miller
/s/ Bruce P. Nolop
Bruce P. Nolop
/s/ James D. Robinson
James D. Robinson III
/s/ Jane J. Thompson
Jane J. Thompson
/s/ Ronald F. Verni
Ronald F. Verni
/s/ Neil E. Wolfson
Neil E. Wolfson
March 3, 2016
March 3, 2016
March 3, 2016
March 3, 2016
March 3, 2016
March 3, 2016
March 3, 2016
March 3, 2016
March 3, 2016
March 3, 2016
Chief Executive Officer and
Director (Principal Executive
Officer)
Chief Financial Officer
(Principal Financial Officer)
Senior Vice President
(Principal Accounting Officer)
Director
Director
Director
Director
Director
Director
Director
108
Exhibit Index
Exhibit
Number
3.1
3.2
4.1
4.2
4.3
4.4
10.1+
10.2+
10.3+
10.4+
10.5+
10.6+
10.7+
10.8+
10.9+
10.10+
10.11+
10.12
10.12.1
10.13
Description
Amended and Restated Certificate of Incorporation
Second Amended and Restated Bylaws
Form of common stock certificate.
Ninth Amended and Restated Investors’ Rights Agreement,
dated March 13, 2014, by and among the Registrant and certain
of its stockholders.
Form of warrant to purchase Series E preferred stock.
Form of warrant to purchase common stock.
Form of Indemnification Agreement between the Registrant
and each of its directors and executive officers.
Amended and Restated 2007 Stock Incentive Plan and forms of
agreements thereunder.
2014 Equity Incentive Plan and forms of agreements
thereunder.
2014 Employee Stock Purchase Plan and form of agreement
thereunder.
Employee Bonus Plan.
Outside Director Compensation Policy as amended through
March 25, 2015.
Confirmatory Employment Offer Letter between the Registrant
and Noah Breslow dated October 30, 2014.
Confirmatory Employment Offer Letter between the Registrant
and James Hobson dated November 7, 2014.
Confirmatory Employment Offer Letter between the Registrant
and Howard Katzenberg dated November 3, 2014.
Form of Change in Control and Severance Agreement between
the Registrant and Noah Breslow.
Form of Change in Control and Severance Agreement between
the Registrant and other executive officers.
Lease, dated September 25, 2012, by and between the
Registrant and 1400 Broadway Associates L.L.C.
Lease Modification Agreement, dated March 3, 2015, by and
between Registrant and ESRT 1400 Broadway, L.P.
Second Amended and Restated Credit Agreement, dated as of
October 7, 2015, by and among OnDeck Account Receivables
Trust 2013-1 LLC, as Borrower, the Lenders party thereto from
time to time, Deutsche Bank AG, New York Branch, as
Administrative Agent for the Class A Revolving Lenders and as
Collateral Agent for the Secured Parties, Deutsche Bank Trust
Company Americas, as Paying Agent for the Lenders, and
Deutsche Bank Securities Inc., as Lead Arranger, Syndication
Agent and Documentation Agent.
Date Filed
12/22/2014
5/1/2015
11/10/2014
11/10/2014
11/10/2014
11/10/2014
11/10/2014
11/10/2014
12/4/2014
12/4/2014
11/10/2014
11/10/2014
11/10/2014
11/10/2014
Filed / Furnished /
Incorporated by
Reference from
Form *
8-K
8-K
S-1
S-1
Incorporated
by Reference
from Exhibit
Number
3.1
3.1
4.1
4.2
4.5
4.6
10.1
10.2
10.3
10.4
10.5
10.7
10.8
10.9
S-1
S-1
S-1
S-1
S-1/A
S-1/A
S-1
Filed herewith.
S-1
S-1
S-1
S-1
S-1
S-1
10-K
10-Q
10.10
11/10/2014
10.11
11/10/2014
10.12
11/10/2014
10.21
3/10/2015
10.1
11/10/2015
10.14
10.15
Second Amended and Restated Loan and Security Agreement,
dated March 21, 2011, by and among Small Business Asset
Fund 2009 LLC, each Lender party thereto from time to time
and Deutsche Bank Trust Company Americas, as amended
January 10, 2014.
Second Amended and Restated Credit Agreement, dated
December 19, 2014, by and among On Deck Asset Company,
LLC, each Lender party thereto from time to time, WS 2014-1,
LLC, and Deutsche Bank Trust Company Americas.
S-1
10.15
11/10/2014
10-K
10.16
3/10/2015
109
10.16
10.17
10.18
10.19
10.20
10.21
Base Indenture, dated May 8, 2014, by and between OnDeck
Asset Securitization Trust LLC and Deutsche Bank Trust
Company Americas.
Series 2014-1 Supplement, dated May 8, 2014, by and between
OnDeck Asset Securitization Trust LLC and Deutsche Bank
Trust Company Americas.
Note Issuance and Purchase Agreement, dated as of November
25, 2015, by and among OnDeck Asset Pool, LLC, in its
capacity as Issuer, the Purchasers party thereto from time to
time, Jefferies Funding LLC, as Administrative Agent for the
Purchasers, and Deutsche Bank Trust Company Americas, as
Paying Agent and as Collateral Agent for the Secured Parties
Form of Managed Applicant Commission Agreement between
the Registrant and its funding advisors.
Credit Agreement, dated as of May 22, 2015, by and among
Receivable Assets of OnDeck, LLC, as Borrower, the Lenders
party thereto from time to time, SunTrust Bank, as
Administrative Agent for the Class A Revolving Lenders, and
Wells Fargo Bank, N.A., as Paying Agent and as Collateral
Agent for the Secured Parties.
Credit Agreement, dated as of June 12, 2015, by and among
Prime OnDeck Receivable Trust, LLC, as Borrower, the
Lenders party thereto from time to time, Bank of America,
N.A., as Administrative Agent for the Class A Revolving
Lenders and Wells Fargo Bank, N.A., as Paying Agent and as
Collateral Agent for the Secured Parties.
S-1
S-1
10.17
11/10/2014
10.18
11/10/2014
Filed herewith.
S-1
10-Q
10.20
11/10/2014
10.2
8/11/2015
10-Q
10.3
8/11/2015
10.22
First Amendment to Amended and Restated Loan Agreement,
dated October 2, 2015, between Square 1 Bank, as Lender, and
the Registrant.
10-Q
10.2
11/10/2015
21.1
23.1
31.1
31.2
32.1
32.2
101.INS
List of subsidiaries of the Registrant.
Consent of Ernst & Young LLP, Independent Registered Public
Accounting Firm.
Certification pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002, Rule 13a-14(a)/15d-14(a), by President and Chief
Executive Officer.
Certification pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002, Rule 13a-14(a)/15d-14(a), by President and Chief
Financial Officer.
Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by
President and Chief Executive Officer.
Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by
President and Chief Financial Officer.
XBRL Instance Document
Filed herewith.
Filed herewith.
Filed herewith.
Filed herewith.
Filed herewith.
Filed herewith.
Filed herewith.
101.SCH
XBRL Taxonomy Extension Schema Document
Filed herewith.
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
Filed herewith.
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document
Filed herewith.
110
101.LAB
XBRL Taxonomy Extension Labels Linkbase Document
Filed herewith.
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document
Filed herewith.
* All exhibits incorporated by reference to the Registrant's Form S-1 or S-1/A registration statements relate to Registration
No. 333-200043
Indicates a management contract or compensatory plan.
+
111