Happen, Inc 8-K, filed Jul 7, 2021

Happen, Inc. (HAPN)

8-K 2021-07-07 For: 2021-07-07

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Added on April 11, 2026

About this 8-K

Happen, Inc filed this 8-K on July 7, 2021.

Items reported

Item 7.01: Regulation FD disclosure
Item 9.01: Financial statements and exhibits

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Delaware			51-0605731
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Emerging growth company			☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.			☐


Title of each class	Trading Symbol	Name of each exchange on which registered
Common stock, par value $0.01 per share	LC	New York Stock Exchange


Item 9.01						Financial Statements and Exhibits
(d)						Exhibits


CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


LendingClub Corporation
(Exact name of registrant as specified in its charter)


Exhibit Number						Exhibit Title or Description
99.1						Consolidated financial statements of LendingClub Corporation for the three month period ended March 31, 2020, for the three and six month periods ended June 30, 2020, for the three and nine month periods ended September 30, 2020, and as of and for the years ended December 31, 2019 and December 31, 2020.
104						Cover Page Interactive Data File (Cover page XBRL tags are embedded within the Inline XBRL document)


		LendingClub Corporation
Date:	July 7, 2021	By:	/s/ Thomas W. Casey
			Thomas W. Casey
			Chief Financial Officer
			(duly authorized officer)


	As of December 31, 2019
	LendingClub Historical Presentation		Reclassification Adjustments		LendingClub Reclassified Amounts
Assets
Cash and cash equivalents	$	243,779	$	(243,779)	$	—
Cash and due from banks	—		1,724		1,724
Interest bearing deposits in banks	—		242,055		242,055
Total cash and cash equivalents	—		243,779		243,779
Restricted cash	243,343		—		243,343
Securities available for sale at fair value	270,927		—		270,927
Loans held for investment at fair value	1,079,315		(1,079,315)		—
Loans held for investment by the Company at fair value	43,693		(43,693)		—
Loans held for sale by the Company at fair value	722,355		(722,355)		—
Loans held for sale at fair value	—		722,355		722,355
Retail and certificate loans held for investment at fair value	—		1,079,315		1,079,315
Other loans held for investment at fair value	—		43,693		43,693
Accrued interest receivable	12,857		(12,857)		—
Property, equipment and software, net	114,370		—		114,370
Operating lease assets	93,485		(93,485)		—
Intangible assets, net	14,549		(14,549)		—
Other assets	143,668		120,891		264,559
Total assets	$	2,982,341	$	—	$	2,982,341
Liabilities and Equity
Accounts payable	$	10,855	$	(10,855)	$	—
Accrued interest payable	9,260		(9,260)		—
Operating lease liabilities	112,344		(112,344)		—
Accrued expenses and other liabilities	142,636		(142,636)		—
Payable to investors	97,530		(97,530)		—
Credit facilities and securities sold under repurchase agreements	587,453		(587,453)		—
Short-term borrowings	—		573,202		573,202
Retail notes, certificates and secured borrowings at fair value	1,081,466		—		1,081,466
Payable on Structured Program borrowings	40,610		—		40,610
Other long-term debt	—		14,251		14,251
Other liabilities	—		372,625		372,625
Total liabilities	2,082,154		—		2,082,154
Equity
Common stock	892		—		892
Additional paid-in capital	1,467,882		—		1,467,882
Accumulated deficit	(548,472)		—		(548,472)
Treasury stock, at cost	(19,550)		—		(19,550)
Accumulated other comprehensive loss	(565)		—		(565)
Total equity	900,187		—		900,187
Total liabilities and equity	$	2,982,341	$	—	$	2,982,341


	As of December 31, 2020 (1)
	LendingClub Historical Presentation		Reclassification Adjustments		LendingClub Reclassified Amounts
Assets
Cash and cash equivalents	$	524,963	$	(524,963)	$	—
Cash and due from banks	—		5,197		5,197
Interest bearing deposits in banks	—		519,766		519,766
Total cash and cash equivalents	—		524,963		524,963
Restricted cash	103,522		—		103,522
Securities available for sale at fair value	142,226		—		142,226
Loans held for investment at fair value	636,686		(636,686)		—
Loans held for investment by the Company at fair value	49,954		(49,954)		—
Loans held for sale by the Company at fair value	121,902		(121,902)		—
Loans held for sale at fair value	—		121,902		121,902
Retail and certificate loans held for investment at fair value	—		636,686		636,686
Other loans held for investment at fair value	—		49,954		49,954
Accrued interest receivable	5,205		(5,205)		—
Property, equipment and software, net	96,641		—		96,641
Operating lease assets	74,037		(74,037)		—
Intangible assets, net	11,427		(11,427)		—
Other assets	96,730		90,669		187,399
Total assets	$	1,863,293	$	—	$	1,863,293
Liabilities and Equity
Accounts payable	$	3,698	$	(3,698)	$	—
Accrued interest payable	4,572		(4,572)		—
Operating lease liabilities	94,538		(94,538)		—
Accrued expenses and other liabilities	101,457		(101,457)		—
Payable to investors	40,286		(40,286)		—
Credit facilities and securities sold under repurchase agreements	104,989		(104,989)		—
Short-term borrowings	—		104,989		104,989
Retail notes, certificates and secured borrowings at fair value	636,774		—		636,774
Payable on Structured Program borrowings	152,808		—		152,808
Other liabilities	—		244,551		244,551
Total liabilities	1,139,122		—		1,139,122
Equity
Common stock	881		—		881
Additional paid-in capital	1,508,020		—		1,508,020
Accumulated deficit	(786,214)		—		(786,214)
Accumulated other comprehensive income	1,484		—		1,484
Total equity	724,171		—		724,171
Total liabilities and equity	$	1,863,293	$	—	$	1,863,293


	Year Ended December 31, 2019
	LendingClub Historical Presentation		Reclassification Adjustments		LendingClub Reclassified Amounts
Net Revenue
Transaction fees	$	598,760	$	(598,760)	$	—
Interest income	345,345		(345,345)		—
Interest expense	(246,587)		246,587		—
Net fair value adjustments	(144,990)		144,990		—
Net interest income and fair value adjustments	(46,232)		46,232		—
Investor fees	124,532		(124,532)		—
Gain on sales of loans	67,716		(67,716)		—
Net investor revenue	146,016		(146,016)		—
Other revenue	13,831		(13,831)		—
Total net revenue	758,607		(758,607)		—
Non-interest income
Marketplace revenue (1)	—		646,735		646,735
Other non-interest income	—		13,831		13,831
Total non-interest income	—		660,566		660,566
Interest income
Interest on loans held for sale	—		109,493		109,493

Interest on retail and certificate loans held for investment at fair value	—		214,395		214,395
Interest on other loans held for investment at fair value	—		1,104		1,104
Interest on securities available for sale	—		14,351		14,351
Other interest income	—		6,002		6,002
Total interest income	—		345,345		345,345
Interest expense

Interest on short-term borrowings	—		26,826		26,826
Interest on retail notes, certificates and secured borrowings	—		214,395		214,395
Interest on Structured Program borrowings	—		5,070		5,070
Interest on other long-term debt	—		1,013		1,013
Total interest expense	—		247,304		247,304
Net interest income	—		98,041		98,041
Total net revenue	—		758,607		758,607
Provision for credit losses	—		—		—
Operating expenses
Sales and marketing	279,423		(279,423)		—
Origination and servicing	103,403		(103,403)		—
Engineering and product development	168,380		(168,380)		—
Other general and administrative	238,292		(238,292)		—
Total operating expenses	789,498		(789,498)		—
Non-interest expense
Compensation and benefits	—		333,628		333,628
Marketing	—		235,337		235,337
Equipment and software	—		24,927		24,927
Occupancy	—		29,367		29,367
Depreciation and amortization	—		59,152		59,152
Professional services	—		43,010		43,010
Other non-interest expense	—		64,077		64,077
Total non-interest expense	—		789,498		789,498
Loss before income tax expense	(30,891)		—		(30,891)
Income tax benefit	(201)		—		(201)
Consolidated net loss	(30,690)		—		(30,690)
Less: Income attributable to noncontrolling interests	55		—		55
LendingClub net loss	$	(30,745)	$	—	$	(30,745)


	Year Ended December 31, 2019
Origination fees	$	598,760
Servicing fees	124,532
Gain on sales of loans	67,716
Net fair value adjustments	(144,273)
Total marketplace revenue	$	646,735


	Three Months Ended March 31, 2020 (1)
	LendingClub Historical Presentation		Reclassification Adjustments		LendingClub Reclassified Amounts
Net Revenue
Transaction fees	$	136,243	$	(136,243)	$	—
Interest income	69,411		(69,411)		—
Interest expense	(44,241)		44,241		—
Net fair value adjustments	(101,738)		101,738		—
Net interest income and fair value adjustments	(76,568)		76,568		—
Investor fees	41,759		(41,759)		—
Gain on sales of loans	14,261		(14,261)		—
Net investor revenue	(20,548)		20,548		—
Other revenue	4,511		(4,511)		—
Total net revenue	120,206		(120,206)		—
Non-interest income
Marketplace revenue (2)	—		102,477		102,477
Other non-interest income	—		4,511		4,511
Total non-interest income	—		106,988		106,988
Interest income
Interest on loans held for sale	—		27,376		27,376

Interest on retail and certificate loans held for investment at fair value	—		35,376		35,376
Interest on other loans held for investment at fair value	—		1,999		1,999
Interest on securities available for sale	—		3,779		3,779
Other interest income	—		881		881
Total interest income	—		69,411		69,411
Interest expense

Interest on short-term borrowings	—		7,398		7,398
Interest on retail notes, certificates and secured borrowings	—		35,376		35,376
Interest on Structured Program borrowings	—		2,299		2,299
Interest on other long-term debt	—		140		140
Total interest expense	—		45,213		45,213
Net interest income	—		24,198		24,198
Total net revenue	—		131,186		131,186
Provision for credit losses	—		10,980		10,980
Operating expenses
Sales and marketing	49,784		(49,784)		—
Origination and servicing	20,994		(20,994)		—
Engineering and product development	38,710		(38,710)		—
Other general and administrative	58,486		(58,486)		—
Total operating expenses	167,974		(167,974)		—
Non-interest expense
Compensation and benefits	—		75,545		75,545
Marketing	—		39,081		39,081
Equipment and software	—		6,490		6,490
Occupancy	—		6,813		6,813
Depreciation and amortization	—		12,873		12,873
Professional services	—		14,141		14,141
Other non-interest expense	—		13,031		13,031
Total non-interest expense	—		167,974		167,974
Loss before income tax expense	(47,768)		—		(47,768)
Income tax expense	319		—		319
Consolidated net loss	$	(48,087)	$	—	$	(48,087)


	Three Months Ended March 31, 2020
Origination fees	$	136,243
Servicing fees	41,759
Gain on sales of loans	14,261
Net fair value adjustments	(89,786)
Total marketplace revenue	$	102,477


FORM			8-K


Item 7.01						Regulation FD Disclosure


	Year Ended December 31,
	2020		2019
Cash Flows from Operating Activities:
Consolidated net loss	$	(187,538)	$	(30,690)
Adjustments to reconcile consolidated net loss to net cash provided by (used for) operating activities:
Net fair value adjustments	105,002		144,273
Provision for credit losses	3,382		—
Change in fair value of loan servicing assets	58,730		58,172

Stock-based compensation, net	61,533		73,639


Depreciation, amortization, and accretion	56,526		62,151
Gain on sales of loans	(30,812)		(67,716)
Other, net	12,506		5,110

Net change to loans held for sale	435,245		(440,192)








Other assets	34,483		1,499

Other liabilities	(131,026)		(77,609)




Net cash provided by (used for) operating activities	418,031		(270,644)
Cash Flows from Investing Activities:
Net decrease in loans	7,151		9,150
Net decrease in retail and certificate loans	411,428		602,678


	Year Ended December 31,
	2020		2019
Supplemental Cash Flow Information:
Cash paid for interest	$	143,840	$	254,585
Cash paid for operating leases included in the measurement of lease liabilities	$	16,679	$	16,816
Non-cash investing activity:
Net securities retained from Structured Program transactions	$	43,458	$	197,267
Accruals for property, equipment and software	$	686	$	1,745
Non-cash investing and financing activity:
Transfer of whole loans to redeem certificates	$	17,414	$	122,330
Non-cash financing activity:
Exchange of common stock for preferred stock	$	207,244	$	—


Derecognition of payable on Structured Program borrowings	$	—	$	200,881


	Three Months Ended June 30, 2020
	LendingClub Historical Presentation		Reclassification Adjustments		LendingClub Reclassified Amounts
Net Revenue
Transaction fees	$	3,874	$	(3,874)	$	—
Interest income	60,560		(60,560)		—
Interest expense	(37,766)		37,766		—
Net fair value adjustments	(6,378)		6,378		—
Net interest income and fair value adjustments	16,416		(16,416)		—
Investor fees	19,315		(19,315)		—
Gain on sales of loans	1,724		(1,724)		—
Net investor revenue	37,455		(37,455)		—
Other revenue	2,540		(2,540)		—
Total net revenue	43,869		(43,869)		—
Non-interest income
Marketplace revenue (1)	—		18,881		18,881
Other non-interest income	—		2,540		2,540
Total non-interest income	—		21,421		21,421
Interest income
Interest on loans held for sale	—		25,287		25,287

Interest on retail and certificate loans held for investment at fair value	—		29,700		29,700
Interest on other loans held for investment at fair value	—		2,074		2,074
Interest on securities available for sale	—		3,397		3,397
Other interest income	—		102		102
Total interest income	—		60,560		60,560
Interest expense

Interest on short-term borrowings	—		5,755		5,755
Interest on retail notes, certificates and secured borrowings	—		29,700		29,700
Interest on Structured Program borrowings	—		6,073		6,073
Interest on other long-term debt	—		95		95
Total interest expense	—		41,623		41,623
Net interest income	—		18,937		18,937
Total net revenue	—		40,358		40,358
Reversal of provision for credit losses	—		(3,511)		(3,511)
Operating expenses
Sales and marketing	8,723		(8,723)		—
Origination and servicing	17,830		(17,830)		—
Engineering and product development	39,167		(39,167)		—
Other general and administrative	56,620		(56,620)		—
Total operating expenses	122,340		(122,340)		—
Non-interest expense
Compensation and benefits	—		65,797		65,797
Marketing	—		1,814		1,814
Equipment and software	—		8,011		8,011
Occupancy	—		8,962		8,962
Depreciation and amortization	—		16,611		16,611
Professional services	—		9,765		9,765
Other non-interest expense	—		11,380		11,380
Total non-interest expense	—		122,340		122,340
Loss before income tax expense	(78,471)		—		(78,471)
Income tax expense	—		—		—
Consolidated net loss	$	(78,471)	$	—	$	(78,471)


	Three Months Ended June 30, 2020
Origination fees	$	3,874
Servicing fees	19,315
Gain on sales of loans	1,724
Net fair value adjustments	(6,032)
Total marketplace revenue	$	18,881


	Six Months Ended June 30, 2020
	LendingClub Historical Presentation		Reclassification Adjustments		LendingClub Reclassified Amounts
Net Revenue
Transaction fees	$	140,117	$	(140,117)	$	—
Interest income	129,971		(129,971)		—
Interest expense	(82,007)		82,007		—
Net fair value adjustments	(108,116)		108,116		—
Net interest income and fair value adjustments	(60,152)		60,152		—
Investor fees	61,074		(61,074)		—
Gain on sales of loans	15,985		(15,985)		—
Net investor revenue	16,907		(16,907)		—
Other revenue	7,051		(7,051)		—
Total net revenue	164,075		(164,075)		—
Non-interest income
Marketplace revenue (1)	—		121,358		121,358
Other non-interest income	—		7,051		7,051
Total non-interest income	—		128,409		128,409
Interest income
Interest on loans held for sale	—		52,663		52,663

Interest on retail and certificate loans held for investment at fair value	—		65,076		65,076
Interest on other loans held for investment at fair value	—		4,073		4,073
Interest on securities available for sale	—		7,176		7,176
Other interest income	—		983		983
Total interest income	—		129,971		129,971
Interest expense

Interest on short-term borrowings	—		13,153		13,153
Interest on retail notes, certificates and secured borrowings	—		65,076		65,076
Interest on Structured Program borrowings	—		8,372		8,372
Interest on other long-term debt	—		235		235
Total interest expense	—		86,836		86,836
Net interest income	—		43,135		43,135
Total net revenue	—		171,544		171,544
Provision for credit losses	—		7,469		7,469
Operating expenses
Sales and marketing	58,507		(58,507)		—
Origination and servicing	38,824		(38,824)		—
Engineering and product development	77,877		(77,877)		—
Other general and administrative	115,106		(115,106)		—
Total operating expenses	290,314		(290,314)		—
Non-interest expense
Compensation and benefits	—		141,342		141,342
Marketing	—		40,895		40,895
Equipment and software	—		14,501		14,501
Occupancy	—		15,775		15,775
Depreciation and amortization	—		29,484		29,484
Professional services	—		23,906		23,906
Other non-interest expense	—		24,411		24,411
Total non-interest expense	—		290,314		290,314
Loss before income tax expense	(126,239)		—		(126,239)
Income tax expense	319		—		319
Consolidated net loss	$	(126,558)	$	—	$	(126,558)


	Six Months Ended June 30, 2020
Origination fees	$	140,117
Servicing fees	61,074
Gain on sales of loans	15,985
Net fair value adjustments	(95,818)
Total marketplace revenue	$	121,358


	Three Months Ended September 30, 2020
	LendingClub Historical Presentation		Reclassification Adjustments		LendingClub Reclassified Amounts
Net Revenue
Transaction fees	$	24,372	$	(24,372)	$	—
Interest income	46,773		(46,773)		—
Interest expense	(32,440)		32,440		—
Net fair value adjustments	(696)		696		—
Net interest income and fair value adjustments	13,637		(13,637)		—
Investor fees	25,850		(25,850)		—
Gain on sales of loans	7,739		(7,739)		—
Net investor revenue	47,226		(47,226)		—
Other revenue	3,115		(3,115)		—
Total net revenue	74,713		(74,713)		—
Non-interest income
Marketplace revenue (1)	—		54,635		54,635
Other non-interest income	—		3,115		3,115
Total non-interest income	—		57,750		57,750
Interest income
Interest on loans held for sale	—		14,916		14,916

Interest on retail and certificate loans held for investment at fair value	—		27,117		27,117
Interest on other loans held for investment at fair value	—		1,948		1,948
Interest on securities available for sale	—		2,754		2,754
Other interest income	—		38		38
Total interest income	—		46,773		46,773
Interest expense

Interest on short-term borrowings	—		3,179		3,179
Interest on retail notes, certificates and secured borrowings	—		27,117		27,117
Interest on Structured Program borrowings	—		3,046		3,046
Interest on other long-term debt	—		137		137
Total interest expense	—		33,479		33,479
Net interest income	—		13,294		13,294
Total net revenue	—		71,044		71,044
Reversal of provision for credit losses	—		(3,669)		(3,669)
Operating expenses
Sales and marketing	7,201		(7,201)		—
Origination and servicing	15,595		(15,595)		—
Engineering and product development	31,984		(31,984)		—
Other general and administrative	54,332		(54,332)		—
Total operating expenses	109,112		(109,112)		—
Non-interest expense
Compensation and benefits	—		58,649		58,649
Marketing	—		2,135		2,135
Equipment and software	—		6,430		6,430
Occupancy	—		6,466		6,466
Depreciation and amortization	—		12,348		12,348
Professional services	—		8,817		8,817
Other non-interest expense	—		14,267		14,267
Total non-interest expense	—		109,112		109,112
Loss before income tax expense	(34,399)		—		(34,399)
Income tax benefit	(74)		—		(74)
Consolidated net loss	$	(34,325)	$	—	$	(34,325)


	Three Months Ended September 30, 2020
Origination fees	$	24,372
Servicing fees	25,850
Gain on sales of loans	7,739
Net fair value adjustments	(3,326)
Total marketplace revenue	$	54,635


	Nine Months Ended September 30, 2020
	LendingClub Historical Presentation		Reclassification Adjustments		LendingClub Reclassified Amounts
Net Revenue
Transaction fees	$	164,489	$	(164,489)	$	—
Interest income	176,744		(176,744)		—
Interest expense	(114,447)		114,447		—
Net fair value adjustments	(108,812)		108,812		—
Net interest income and fair value adjustments	(46,515)		46,515		—
Investor fees	86,924		(86,924)		—
Gain on sales of loans	23,724		(23,724)		—
Net investor revenue	64,133		(64,133)		—
Other revenue	10,166		(10,166)		—
Total net revenue	238,788		(238,788)		—
Non-interest income
Marketplace revenue (1)	—		175,993		175,993
Other non-interest income	—		10,166		10,166
Total non-interest income	—		186,159		186,159
Interest income
Interest on loans held for sale	—		67,579		67,579

Interest on retail and certificate loans held for investment at fair value	—		92,193		92,193
Interest on other loans held for investment at fair value	—		6,021		6,021
Interest on securities available for sale	—		9,930		9,930
Other interest income	—		1,021		1,021
Total interest income	—		176,744		176,744
Interest expense

Interest on short-term borrowings	—		16,332		16,332
Interest on retail notes, certificates and secured borrowings	—		92,193		92,193
Interest on Structured Program borrowings	—		11,418		11,418
Interest on other long-term debt	—		372		372
Total interest expense	—		120,315		120,315
Net interest income	—		56,429		56,429
Total net revenue	—		242,588		242,588
Provision for credit losses	—		3,800		3,800
Operating expenses
Sales and marketing	65,708		(65,708)		—
Origination and servicing	54,419		(54,419)		—
Engineering and product development	109,861		(109,861)		—
Other general and administrative	169,438		(169,438)		—
Total operating expenses	399,426		(399,426)		—
Non-interest expense
Compensation and benefits	—		199,991		199,991
Marketing	—		43,030		43,030
Equipment and software	—		20,931		20,931
Occupancy	—		22,241		22,241
Depreciation and amortization	—		41,832		41,832
Professional services	—		32,723		32,723
Other non-interest expense	—		38,678		38,678
Total non-interest expense	—		399,426		399,426
Loss before income tax expense	(160,638)		—		(160,638)
Income tax expense	245		—		245
Consolidated net loss	$	(160,883)	$	—	$	(160,883)


	Nine Months Ended September 30, 2020
Origination fees	$	164,489
Servicing fees	86,924
Gain on sales of loans	23,724
Net fair value adjustments	(99,144)
Total marketplace revenue	$	175,993


	Year Ended December 31, 2020
	LendingClub Historical Presentation		Reclassification Adjustments		LendingClub Reclassified Amounts
Net Revenue
Transaction fees	$	207,640	$	(207,640)	$	—
Interest income	209,694		(209,694)		—
Interest expense	(141,503)		141,503		—
Net fair value adjustments	(117,247)		117,247		—
Net interest income and fair value adjustments	(49,056)		49,056		—
Investor fees	111,864		(111,864)		—
Gain on sales of loans	30,812		(30,812)		—
Net investor revenue	93,620		(93,620)		—
Other revenue	13,442		(13,442)		—
Total net revenue	314,702		(314,702)		—
Non-interest income
Marketplace revenue (1)	—		245,314		245,314
Other non-interest income	—		13,442		13,442
Total non-interest income	—		258,756		258,756
Interest income
Interest on loans held for sale	—		72,876		72,876

Interest on retail and certificate loans held for investment at fair value	—		115,952		115,952
Interest on other loans held for investment at fair value	—		7,688		7,688
Interest on securities available for sale	—		12,125		12,125
Other interest income	—		1,053		1,053
Total interest income	—		209,694		209,694
Interest expense

Interest on short-term borrowings	—		17,837		17,837
Interest on retail notes, certificates and secured borrowings	—		115,952		115,952
Interest on Structured Program borrowings	—		16,204		16,204
Interest on other long-term debt	—		373		373
Total interest expense	—		150,366		150,366
Net interest income	—		59,328		59,328
Total net revenue	—		318,084		318,084
Provision for credit losses	—		3,382		3,382
Operating expenses
Sales and marketing	79,055		(79,055)		—
Origination and servicing	71,193		(71,193)		—
Engineering and product development	139,050		(139,050)		—
Other general and administrative	213,021		(213,021)		—
Total operating expenses	502,319		(502,319)		—
Non-interest expense
Compensation and benefits	—		252,517		252,517
Marketing	—		51,518		51,518
Equipment and software	—		26,842		26,842
Occupancy	—		27,870		27,870
Depreciation and amortization	—		54,030		54,030
Professional services	—		41,780		41,780
Other non-interest expense	—		47,762		47,762
Total non-interest expense	—		502,319		502,319
Loss before income tax expense	(187,617)		—		(187,617)
Income tax benefit	(79)		—		(79)
Consolidated net loss	$	(187,538)	$	—	$	(187,538)


	Year to Date
	September 30, 2020		June 30, 2020		March 31, 2020(1)
Cash Flows from Operating Activities:
Consolidated net loss	$	(160,883)	$	(126,558)	$	(48,087)
Adjustments to reconcile consolidated net loss to net cash provided by (used for) operating activities:
Net fair value adjustments	99,144		95,818		89,786
Provision for credit losses	3,800		7,469		10,980
Change in fair value of loan servicing assets	48,046		34,670		9,608

Stock-based compensation, net	47,455		32,333		18,129


Depreciation, amortization, and accretion	44,055		30,916		13,730
Gain on sales of loans	(23,724)		(15,985)		(14,261)
Other, net	9,259		7,385		1,455

Net change to loans held for sale	375,782		(34,773)		(191,496)






Net change in operating assets and liabilities:

Other assets	55,035		43,658		(4,918)

Other liabilities	(133,012)		(129,300)		(101,373)




Net cash provided by (used for) operating activities	364,957		(54,367)		(216,447)
Cash Flows from Investing Activities:
Net increase in loans	5,987		4,583		(101,852)
Net decrease in retail and certificate loans	340,853		248,320		228,057




Purchases of securities available for sale	(53,536)		(47,443)		(34,909)
Proceeds from sales of securities available for sale	2,396		2,396		2,396
Proceeds from maturities and paydowns of securities available for sale	179,174		126,945		61,038
Purchases of property, equipment and software, net	(24,583)		(19,583)		(11,435)

Other investing activities	300		200		100

Net cash provided by investing activities	450,591		315,418		143,395
Cash Flows from Financing Activities:
Proceeds from issuance of retail notes and certificates	237,283		159,894		104,620


Net decrease in retail notes and certificates	(580,841)		(409,904)		(229,002)

Principal payments on Structured Program borrowings	(51,635)		(28,398)		(6,911)
Proceeds from issuance of notes and certificates from Structured Program transactions	186,190		186,190		186,190
Proceeds from short-term borrowings	1,105,051		1,050,551		979,539
Principal payments on short-term borrowings	(1,558,150)		(1,152,798)		(946,038)













Principal payments on other long-term debt	(14,419)		(5,298)		—
Deemed dividend paid to preferred stockholder	(50,204)		(50,204)		(50,204)
Other financing activities	(31,978)		(25,467)		(18,672)
Net cash (used for) provided by financing activities	(758,703)		(275,434)		19,522
Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash	$	56,845	$	(14,383)	$	(53,530)
Cash, Cash Equivalents and Restricted Cash, Beginning of Period	$	487,122	$	487,122	$	487,122
Cash, Cash Equivalents and Restricted Cash, End of Period	$	543,967	$	472,739	$	433,592