An index to our management's discussion and analysis follows:

Topic


   Forward-Looking Statements                                                      20
   Overview                                                                        21

   Key Financial and Operating Metrics                                             23
   Historical Credit Performance                                                   25
   Results of Operations                                                           26
   Fair Value Estimate Methodology for Loans Receivable at Fair Value              31
   Non-GAAP Financial Measures                                                     32
   Liquidity and Capital Resources                                                 36
   Off-Balance Sheet Arrangements                                                  39
   Critical Accounting Policies and Significant Judgments and Estimates            39
   Recently Issued Accounting Pronouncements                                       39



You should read the following discussion and analysis of our financial condition
and results of operations together with our unaudited condensed consolidated
financial statements and the related notes and other financial information
included elsewhere in this report and the audited consolidated financial
statements and the related notes and the discussion under the heading
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" for the fiscal year ended December 31, 2020 included in our Annual
Report on Form 10-K filed with the Securities and Exchange Commission, on
February 23, 2021. 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 "Risk Factors" section 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.

Forward-Looking Statements



This report contains forward-looking statements, within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended, concerning our business, operations and
financial performance and condition, as well as our plans, objectives and
expectations for our business operations and financial performance and
condition. Any statements contained herein that are not statements of historical
facts may be deemed to be forward-looking statements. In some cases, you can
identify forward-looking statements by terminology such as "aim," "anticipate,"
"assume," "believe," "contemplate," "continue," "could," "due," "estimate,"
"expect," "goal," "intend," "may," "objective," "plan," "predict," "potential,"
"positioned," "seek," "should," "target," "will," "would," and other similar
expressions that are predictions of or indicate future events and future trends,
or the negative of these terms or other comparable terminology, although not all
forward-looking statements contain these words. These forward-looking statements
include, but are not limited to, statements about:

•our ability to increase the volume of loans we make;
•our ability to manage our net charge-off rates;
•our ability to successfully manage the potential adverse impact of the COVID-19
pandemic on our business, results and operations;
•our plans to consolidate a number of our retail locations and estimated future
expenses associated with our retail network optimization plan;
•our plans and timing for new product launches;
•our ability to successfully adjust our proprietary credit risk models and
products in response to changing macroeconomic conditions and fluctuations in
the credit market, including as a result of the COVID-19 pandemic;
•our expectations regarding our costs and seasonality;
•our ability to successfully build our brand and protect our reputation from
negative publicity;
•our ability to expand our digital capabilities origination and increase the
volume of loans originated through our digital channels;
•our ability to increase the effectiveness of our marketing efforts;
•our ability to expand our presence in states in which we operate, as well as
expand into new states, including through the successful development and
execution of strategic partnerships, bank partnerships or by obtaining a
national bank charter;
•our plans and ability to enter into new markets and introduce new products and
services;
•our ability to continue to expand our demographic focus;
•our ability to maintain the terms on which we lend to our customers;
•our plans for and our ability to successfully maintain our diversified funding
strategy, including loan warehouse facilities, whole loan sales and
securitization transactions;
                                       20
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•our ability to successfully manage our interest rate spread against our cost of
capital;
•our ability to manage fraud risk;
•our ability to efficiently manage our Customer Acquisition Cost;
•our expectations regarding the sufficiency of our cash to meet our operating
and cash expenditures;
•our ability to effectively estimate the fair value of our Fair Value Loans and
Fair Value Notes;
•our ability to effectively secure and maintain the confidentiality of the
information provided and utilized across our systems;
•our ability to successfully compete with companies that are currently in, or
may in the future enter, the business of providing consumer loans to low- and
moderate-income customers underserved by traditional, mainstream financial
institutions;
•our ability to attract, integrate and retain qualified employees;
•our ability to effectively manage and expand the capabilities of our contact
centers, outsourcing relationships and other business operations abroad; and
•our ability to successfully adapt to complex and evolving regulatory
environments

Forward-looking statements are based on our management's current expectations,
estimates, forecasts, and projections about our business and the industry in
which we operate and on our management's beliefs and assumptions. In addition,
statements that "we believe" and similar statements reflect our beliefs and
opinions on the relevant subject. These statements are based upon information
available to us as of the date of this Quarterly Report on Form 10-Q, and while
we believe such information forms a reasonable basis for such statements, such
information may be limited or incomplete, and our statements should not be read
to indicate we have conducted exhaustive inquiry into, or review of, all
potentially available relevant information. We anticipate that subsequent events
and developments may cause our views to change. Forward-looking statements do
not guarantee future performance or development and involve known and unknown
risks, uncertainties, and other factors that are in some cases beyond our
control. Factors that may cause actual results to differ materially from current
expectations include, among other things, those listed under the heading "Risk
Factors" and elsewhere in this report. We also operate in a rapidly changing
environment and new risks emerge from time to time. It is not possible for our
management to predict all risks, nor can we assess the impact of all factors on
our business or the extent to which any factor, or combination of factors, may
cause actual results to differ materially from those contained in, or implied
by, any forward-looking statements. As a result, any or all of our
forward-looking statements in this report may turn out to be inaccurate.
Furthermore, if the forward-looking statements prove to be inaccurate, the
inaccuracy may be material.

You should read this report with the understanding that our actual future results, levels of activity, performance and achievements may be materially different from what we expect, particularly given the uncertainties caused by the COVID-19 pandemic.



These forward-looking statements speak only as of the date of this report.
Except as required by law, we assume no obligation to update or revise these
forward-looking statements for any reason, even if new information becomes
available in the future. We qualify all of our forward-looking statements by
these cautionary statements.

Overview



We offer responsible consumer credit through our A.I.-driven digital platform at
a lower cost compared to market alternatives available to individuals that are
not well served by the financial mainstream. In our 15-year lending history, we
have originated more than 4.2 million loans, representing over $10.2 billion of
credit extended, to more than 1.9 million customers. We have developed a deep
data-driven understanding of our customers' needs through a combination of the
rigorous application of machine learning, the use of alternative data sets and
continuous customer engagement. We have been certified as a Community
Development Financial Institution ("CDFI") by the U.S. Department of the
Treasury since 2009.

Our core offering is a simple-to-understand, affordable, unsecured, fully
amortizing personal installment loan with fixed payments and fixed interest
rates throughout the life of the loan. Our personal loans do not have prepayment
penalties or balloon payments and range in size from $300 to $10,000 with terms
ranging from six to 51 months. As part of our commitment to be a responsible
lender, we verify income for 100% of our personal loan customers and only make
loans to customers that our ability-to-pay model indicates should be able to
afford a loan after meeting their other debts and regular living expenses. We
execute our sales and marketing strategy through a variety of acquisition
channels including our digital platform, retail locations, direct mail and
digital marketing, and partnerships. We also benefit from customers learning
about Oportun from friends or family members and other word-of-mouth referrals.
Our omni-channel network enables us to serve our customers in the way they
prefer and when it is convenient for them, online, over-the-phone, and in
person. We have seen our customers' usage and preference for our digital
channels accelerate during 2020 and we are continuing to invest in our digital
origination and servicing platform, as well as building out customer
self-service capabilities. Our personal loan serves as an alternative to
high-cost installment, auto title, payday and pawn lenders. According to the
Financial Health Network study that we commissioned, we estimate that, as of
March 31, 2021, our customers have saved more than $1.9 billion in aggregate
interest and fees compared to alternative products available to them.

                                       21
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Through our recently announced partnership with MetaBank, N.A, a national bank
("MetaBank"), pursuant to which MetaBank will originate unsecured personal loans
in certain states outside of our current state-licensed footprint, we will be
able to offer a uniform product across the nation, while minimizing operational
complexity and generating cost savings that can be passed on to our customers.
Through MetaBank, we plan to offer loan products that are the same as our
unsecured personal loans with APRs capped at 36%. We are anticipating the
rollout of our MetaBank. partnership in mid-2021. In November 2020, we filed our
application to obtain a national bank charter. If approved, Oportun Bank, N.A.
will seek to serve customers in all 50 states with consumer lending and deposit
services.

Beyond our core direct-to-consumer lending business, we believe that our
proprietary credit scoring and underwriting model can be offered as a service to
other companies. This Lending as a Service model is currently being piloted with
our strategic partner, DolEx. In this partnership, DolEx will market loans and
enter customer applications into Oportun's system, and Oportun will underwrite,
originate and service the loans. If successful, we believe we will be able to
offer Lending as a Service to additional partners and thereby expand our reach
into new consumer markets.

We have begun expanding beyond our core offering of unsecured installment loans
into other financial services that a significant portion of our customers
already use and have asked us to provide, such as auto loans and credit cards.
We launched the Oportun Visa Credit Card, issued by WebBank, Member FDIC, in
2019 and offered credit cards in 42 states as of March 31, 2021. In April 2020,
we launched a personal installment loan secured by an automobile, which we refer
to as secured personal loans. Our secured personal loans range in size from
$2,500 to $20,000 with terms ranging from 21 to 66 months.

The map below shows the states in which we offer our products as of March 31, 2021.



                    [[Image Removed: oprt-20210331_g1.jpg]]



To fund our growth at a low and efficient cost, we have built a diversified and
well-established capital markets funding program, which allows us to partially
hedge our exposure to rising interest rates or credit spreads by locking in our
interest expense for up to three years. Over the past seven years, we have
executed 15 bond offerings in the asset-backed securities market, the last 12 of
which include tranches that have been rated investment grade. We issued two- and
three-year fixed rate bonds which have provided us committed capital to fund
future loan originations at a fixed Cost of Debt. We are also party to a whole
loan sale program whereby we sell a percentage of our loans to a third-party
financial institution. In addition to our whole loan sale program, we also have
a $400.0 million Secured Financing committed through October 2021, which also
helps to fund our loan portfolio growth. Further, we have entered into a
separate agreement with another institution which provides us with additional
funding to expand our credit card product.

We closely manage our operating expenses, which consist of technology and facilities, sales and marketing, personnel, outsourcing and


                                       22
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professional fees and general, administrative and other expenses, with the goal
of increasing investments in our data analytics, technology and mobile-first
experiences, and our digital marketing capabilities.


Retail Network Optimization



Consistent with our retail network optimization plan, as of March 31, 2021, we
have closed 136 retail locations and reduced a portion of the employee workforce
who managed and operated these retail locations.  In the first quarter of 2021,
we have incurred $6.2 million in expenses related to the retail location
closures and estimate remaining expenses of $4.7 million. to be recognized in
the second quarter of 2021. In addition, we have also recognized $1.6 million
related to severance and benefits related to the store closures in the first
quarter of 2021 which represents all severance and benefits related costs to be
incurred related to the retail network optimization plan. The income statement
impact of $7.8 million was recorded through General, administrative and other on
the Condensed Consolidated Statements of Operations and Comprehensive Income for
the three months ended March 31, 2021.

Key Financial and Operating Metrics

We monitor and evaluate the following key metrics in order to measure our current performance, develop and refine our growth strategies, and make strategic decisions.



See the next section, "Non-GAAP Financial Measures", included in this Part I.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations for a presentation of the actual impact of the election of the
fair value option for the periods presented in the financial statements included
elsewhere in this report.
                                                    As of or for the Three Months
                                                           Ended March 31,
(in thousands of dollars, except CAC)                  2021                 

2020


Key Financial and Operating Metrics
Aggregate Originations                          $       335,239        $   432,759
Active Customers                                        643,967            777,194
Customer Acquisition Cost                       $           208        $       170

Managed Principal Balance at End of Period $ 1,832,556 $ 2,180,400



30+ Day Delinquency Rate                                    3.0   %            3.8  %
Annualized Net Charge-Off Rate                              8.6   %            8.9  %
Operating Efficiency                                       78.5   %           60.3  %
Adjusted Operating Efficiency                              69.0   %           57.8  %
Return on Equity                                            2.6   %          (11.0) %
Adjusted Return on Equity                                  10.6   %           (1.0) %

Other Useful Metrics
Number of Loans Originated                              114,670            143,150
Average Daily Principal Balance                 $     1,624,753        $ 

1,862,130

Owned Principal Balance at End of Period $ 1,591,789 $ 1,831,011

See "Glossary" at the beginning of this report for formulas and definitions of our key performance metrics.



Aggregate Originations

Aggregate Originations decreased to $335.2 million for the three months ended
March 31, 2021 from $432.8 million for the three months ended March 31, 2020.
The 22.5% decrease is primarily driven by a decrease in the number of loans
originated and a decrease in average loan size. We originated 114,670 and
143,150 loans for the three months ended March 31, 2021 and 2020, respectively,
representing a 19.9% decrease. This decrease is primarily due to a reduction in
application volume attributable to the COVID-19 stimulus measures.

Active Customers

As of March 31, 2021, Active Customers decreased by 17.1% from March 31, 2020 due to lower originations as a result of a reduction in application volume attributable to the COVID-19 stimulus measures.

Customer Acquisition Cost



For the three months ended March 31, 2021 and 2020, our Customer Acquisition
Cost was $208 and $170, respectively, an increase of 22.4%. The increase was
directly related to the decrease in number of loans originated period over
period due to the COVID-19 stimulus measures. The increase was partially offset
by the lower sales and marketing expenses due to a 41% reduction in full-time
equivalents attributable to our retail network optimization plan.
                                       23
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Managed Principal Balance at End of Period



Managed Principal Balance at End of Period as of March 31, 2021 decreased by
16.0% from March 31, 2020, driven by fewer loans originated year-over-year. This
decline was a result of a reduced number of applications attributable both to
COVID-19 stimulus measures and the proactive measures we implemented to tighten
our lending criteria and underwriting practices.

30+ Day Delinquency Rate



Our 30+ Day Delinquency Rate was 3.0% and 3.8% as of March 31, 2021 and 2020,
respectively. The decrease is due to the effectiveness of our collections tools
and payment options that have helped our customers manage through the pandemic,
COVID-19 stimulus measures that our customers have used to stay current on their
payments, as well as our tightened lending criteria and underwriting practices
for loans originated since the pandemic began. As of March 31, 2021, 0.6% of our
Owned Principal Balance at End of Period was in active deferral status under our
Emergency Hardship Deferral program.

Annualized Net Charge-Off Rate



Annualized Net Charge-Off Rate for the three months ended March 31, 2021 and
2020 was 8.6% and 8.9%, respectively. Net charge-offs for the year decreased due
to our tighter underwriting criteria maintained from March of 2020 through July
of 2020 and the impact of stimulus payments to consumers, partially offset by a
decrease in our Average Daily Principal Balance.

Operating Efficiency and Adjusted Operating Efficiency



For the three months ended March 31, 2021 and 2020, Operating Efficiency was
78.5% and 60.3% respectively, and Adjusted Operating Efficiency for the same
period was 69.0% and 57.8%, respectively. The increase in Operating Efficiency
is due to year-over-year increase in operating expenses driven by $6.9 million
in investments in new products and channels, technology, data and digital
capabilities. We incurred $7.8 million of expenses related to our retail network
optimization plan in the first quarter of 2021. Adjusted Operating Efficiency
excludes stock-based compensation expense and expenses associated with our
retail network optimization plan. For a reconciliation of Operating Efficiency
to Adjusted Operating Efficiency, see "Non-GAAP Financial Measures-Fair Value
Pro Forma."

Return on Equity and Adjusted Return on Equity



For the three months ended March 31, 2021 and 2020, Return on Equity was 2.6%
and (11.0)%, respectively and Adjusted Return on Equity was 10.6% and (1.0)%
respectively. The increases in Return on Equity and Adjusted Return on Equity
were primarily due to higher net income. Net income was higher due to the
increase in fair value of our loan portfolio. For a reconciliation of Return on
Equity to Adjusted Return on Equity, see "Non-GAAP Financial Measures-Fair Value
Pro Forma."

Average Daily Principal Balance



Average Daily Principal Balance decreased by 12.7% from $1.86 billion for the
three months ended March 31, 2020 to $1.62 billion for the three months ended
March 31, 2021. The decrease is primarily driven by a decrease in the number of
loans originated and a decrease in average loan size.

Owned Principal Balance at End of Period



Owned Principal Balance decreased by 13.1% from $1.83 billion for the three
months ended March 31, 2020 to $1.59 billion for the three months ended March
31, 2021, driven by fewer loans originated year-over-year. This decline is a
result of a reduced number of applications attributable both to COVID-19
stimulus measures and the proactive measures we implemented to tighten our
lending criteria and underwriting practices.
                                       24
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Historical Credit Performance



Our A.I.-driven credit models enable us to originate loans with low and stable
loss rates. Our Annualized Net Charge-off Rate ranged between 7% and 9% from
2011 to 2019 and was 9.8% in 2020, a modest variance above this range during the
pandemic.

                    [[Image Removed: oprt-20210331_g2.jpg]]

In addition to monitoring our loss and delinquency performance on an owned
portfolio basis, we also monitor the performance of our loans by the period in
which the loan was disbursed, generally years or quarters, which we refer to as
a vintage. We calculate net lifetime loan loss rate by vintage as a percentage
of original principal balance. Net lifetime loan loss rates equal the net
lifetime loan losses for a given year through March 31, 2021 divided by the
total origination loan volume for that year. Loans are charged off no later than
after becoming 120 days contractually delinquent.

The below table shows our net lifetime loan loss rate for each annual vintage
since we began lending in 2006. We have managed to stabilize cumulative net
lifetime loan losses since the financial crisis that started in 2008. We even
achieved a net lifetime loan loss rate of 5.5% during the peak of the recession
in 2009. The evolution of our credit models has allowed us to increase our
average loan size and commensurately extend our average loan terms. Cumulative
net lifetime loan losses for the 2015, 2016, 2017, and 2018 vintages increased
partially due to the delay in tax refunds in 2017 and 2019, the impact of
natural disasters such as Hurricane Harvey, and the longer duration of the
loans. The 2018 and 2019 vintages are increasing due to the COVID-19 pandemic.
The chart below includes all personal loan originations by vintage, excluding
loans originated from July 2017 to August 2020 under a loan program for
customers who did not meet the qualifications for our core loan origination
program. 100% of those loans were sold pursuant to a whole loan sale
arrangement.

                    [[Image Removed: oprt-20210331_g3.jpg]]

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                                                                                                                    Year of Origination
                               2007         2008         2009           2010           2011          2012          2013          2014          2015          2016          2017           2018           2019           2020
Net lifetime loan
losses as of March 31,
2021 as a percentage of
original principal
balance                        7.7%         8.9%         5.5%           6.4%           6.2%          5.6%          5.6%          6.1%          7.1%          8.0%          8.3%          9.8%*          7.4%*          0.0%*
Outstanding principal
balance as of March 31,
2021 as a percentage of
original amount
disbursed                       -%           -%           -%             -%             -%            -%            -%            -%            -%            -%           0.3%           7.5%          39.4%          88.6%
Dollar weighted average
original term for
vintage in months              9.3          9.9          10.2           11.7           12.3          14.5          16.4          19.1          22.3          24.2          26.3           29.0           30.0           32.0


* Vintage is not yet fully mature from a loss perspective.

Results of Operations



The following tables and related discussion set forth our Condensed Consolidated
Statements of Operations (Unaudited) for each of the three months ended March
31, 2021 and 2020.
                                               Three Months Ended March 31,
(in thousands of dollars)                          2021                   2020
Revenue
Interest income                         $       127,191                $ 150,700
Non-interest income                               8,122                   12,728
Total revenue                                   135,313                  163,428
Less:
 Interest expense                                13,504                   16,361

Total decrease in fair value                    (11,568)                 (66,469)
Net revenue                                     110,241                   80,598
Operating expenses:
Technology and facilities                        32,924                   30,774
Sales and marketing                              23,893                   24,827
Personnel                                        26,827                   25,582
Outsourcing and professional fees                12,625                   

13,618


General, administrative and other                 9,997                    3,813
Total operating expenses                        106,266                   98,614
Income before taxes                               3,975                  (18,016)
Income tax expense (benefit)                        956                   (4,715)
Net income (loss)                       $         3,019                $ (13,301)



Total revenue
                                       Three Months Ended
                                           March 31,                     Period-to-period Change
(in thousands of dollars)             2021            2020                   $                    %
Revenue
Interest income                   $ 127,191       $ 150,700       $              (23,509)      (15.6) %
Non-interest income                   8,122          12,728                       (4,606)      (36.2) %
Total revenue                     $ 135,313       $ 163,428       $              (28,115)      (17.2) %
Percentage of total revenue:
Interest income                        94.0  %         92.2  %
Non-interest income                     6.0  %          7.8  %
Total revenue                         100.0  %        100.0  %



                                       26

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Total Revenue. Total revenue decreased by $28.1 million, or 17.2%, from $163.4 million for the three months ended March 31, 2020 to $135.3 million for the three months ended March 31, 2021.



Interest income. Total interest income decreased by $23.5 million, or 15.6%,
from $150.7 million for the three months ended March 31, 2020 to $127.2 million
for the three months ended March 31, 2021. The decrease is primarily
attributable to a decline in our Average Daily Principal Balance from $1.9
billion for the three months ended March 31, 2020 to $1.6 billion for the three
months ended March 31, 2021, a decrease of 12.7%. The decrease was also
attributable to a decrease in portfolio yield of 70 basis points due to
returning customers receiving lower interest rates and our decision to cap our
APR at 36% starting in August 2020.

Non-interest income. Total non-interest income decreased by $4.6 million, or
36.2%, from $12.7 million for the three months ended March 31, 2020 to $8.1
million for the three months ended March 31, 2021. The decrease is primarily due
to a $3.1 million decrease in the gain on sale of loans and a $1.4 million
decrease in servicing revenue from loans sold as a result of a decline in volume
under our whole loan sale program.

See Note 2, Summary of Significant Accounting Policies, and Note 11, Revenue, of
the Notes to the Condensed Consolidated Financial Statements (Unaudited)
included elsewhere in this report for further discussion on our interest income,
non-interest income and revenue.

Interest expense
                                                                 Three Months Ended
                                                                      March 31,                          Period-to-period Change
(in thousands of dollars)                                      2021              2020                      $                       %
Interest expense                                            $ 13,504          $ 16,361          $              (2,857)           (17.5) %
Percentage of total revenue                                     10.0  %           10.0  %
Cost of Debt                                                     3.9  %            4.2  %
Leverage as a percentage of Average Daily Principal
Balance                                                         87.0  %           83.6  %



Interest expense. Interest expense decreased by $2.9 million, or 17.5%, from
$16.4 million for the three months ended March 31, 2020 to $13.5 million for the
three months ended March 31, 2021. We financed approximately 87.0% of our loans
receivable through debt for the three months ended March 31, 2021, as compared
to 83.6% for the three months ended March 31, 2020, and our Average Daily Debt
Balance decreased from $1.6 billion to $1.4 billion for the three months ended
March 31, 2021, a decrease of 9.1%. We have continued to improve our Cost of
Debt as we have been able to refinance and increase the size of our
securitizations.

See Note 7, Borrowings, in the Notes to the Condensed Consolidated Financial
Statements (Unaudited) included in this report for further information on the
Company's Secured Financing facility and asset-backed notes.

                                       27
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Total net increase (decrease) in fair value



Net increase (decrease) in fair value reflects changes in fair value of Fair
Value Loans and Fair Value Notes on an aggregate basis and is based on a number
of factors, including benchmark interest rates, credit spreads, remaining
cumulative charge-offs and customer payment rates. Increases in the fair value
of loans increase Net Revenue. Conversely, decreases in the fair value of loans
decrease Net Revenue. Increases in the fair value of asset-backed notes decrease
Net Revenue. Decreases in the fair value of asset-backed notes increase Net
Revenue. We also have a derivative instrument related to our credit card program
and servicing agreement with WebBank. Changes in the fair value of the
derivative asset are reflected in the total fair value mark-to-market adjustment
below.
                                                                      Three Months Ended
                                                                          March 31,                         Period-to-period Change
(in thousands of dollars)                                          2021               2020                      $                    %
Fair value mark-to-market adjustment:
Fair value mark-to-market adjustment on Loans Receivable       $  21,562          $ (155,125)         $          176,687                 *
at Fair Value
Fair value mark-to-market adjustment on asset-backed               1,524             130,089                    (128,565)                *

notes


Fair value mark-to-market adjustment on credit card                  (46)                  -                         (46)                *

derivative


Total fair value mark-to-market adjustment                        23,040             (25,036)                     48,076                 *
Charge-offs, net of recoveries on loans receivable at            (34,608)            (41,433)                      6,825                 *
fair value

Total decrease in fair value                                   $ (11,568)         $  (66,469)         $           54,901                 *
Percentage of total revenue:
Fair value mark-to-market adjustment                                17.0  %            (15.3) %
Charge-offs, net of recoveries on loans receivable at              (25.6) %            (25.4) %
fair value
Total net increase (decrease) in fair value                         (8.6) %            (40.7) %
Discount rate                                                       6.65  %            12.78  %
Remaining cumulative charge-offs                                    8.60  %            14.56  %
Average life in years                                               0.78                0.90


* Not meaningful

Net increase (decrease) in fair value. Net decrease in fair value for the three
months ended March 31, 2021 was $11.6 million. This amount represents a total
fair value mark-to-market increase of $23.0 million on Loans Receivable at Fair
Value and Asset-Backed Notes at Fair Value, and $34.6 million of charge-offs,
net of recoveries on Loans Receivable at Fair Value. The total fair value
mark-to-market adjustment consists of a $21.6 million mark-to-market reduction
on Fair Value Loans due to (a) a decrease in the discount rate from 6.85% as of
December 31, 2020 to 6.65% as of March 31, 2021 caused by declining interest
rates and credit spreads and (b) a decrease in remaining cumulative charge-offs
from 10.03% as of December 31, 2020 to 8.60% as of March 31, 2021 due to
improving credit trends, partially offset by (c) a decrease in average life from
0.80 years as of December 31, 2020 to 0.78 years as of March 31, 2021. The $1.5
million mark-to-market adjustment on Fair Value Notes is due to the tendency for
ABS prices to trend toward par as they approach their call date.

Charge-offs, net of recoveries


                                                                     Three Months Ended
                                                                          March 31,                             Period-to-period Change
(in thousands of dollars)                                         2021                 2020                        $                       %

Total charge-offs, net of recoveries                         $    34,608          $    41,433          $               (6,825)           (16.5) %
Average Daily Principal Balance                              $ 1,624,753          $ 1,862,130          $             (237,377)           (12.7) %
Annualized Net Charge-Off Rate                                       8.6  %               8.9  %


* Not meaningful

Charge-offs, net of recoveries. Our Annualized Net Charge-Off Rate decreased to
8.6% for the three months ended March 31, 2021, from 8.9% for the three months
ended March 31, 2020. Net charge-offs for the year decreased due to our tighter
underwriting criteria maintained from March of 2020 through July of 2020 and the
impact of stimulus payments to consumers, partially offset by a decrease in our
Average Daily Principal Balance. Consistent with our charge-off policy, we
evaluate our loan portfolio and charge a loan off at the earlier of when the
loan is determined to be uncollectible or when loans are 120 days contractually
past due. As a result of the pandemic and based upon our analysis of loan
performance following natural disasters or other emergencies, more loans have
been determined to be uncollectible prior to reaching 120 days contractually
past due, resulting in $3.2 million of additional charge-offs for the three
months ended March 31, 2021.

Operating expenses



Operating expenses consist of technology and facilities, sales and marketing,
personnel, outsourcing and professional fees and general, administrative and
other expense. Operating expenses include $6.9 million and $4.2 million related
to new products for the three months ended March 31, 2021 and 2020,
respectively.

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Technology and facilities



Technology and facilities expense is the largest component of our operating
expenses, representing the costs required to build our omni-channel network and
technology platform, and consist of three components. The first component is
comprised of costs associated with our technology, engineering, information
security, cybersecurity, platform development, maintenance, and end user
services, including fees for software licenses, consulting, legal and other
services as a result of our efforts to grow our business, as well as personnel
expenses. The second includes rent for retail and corporate locations,
utilities, insurance, telephony costs, property taxes, equipment rental
expenses, licenses and fees, and depreciation and amortization. Lastly, this
category also includes all software licenses, subscriptions, and technology
service costs to support our corporate operations, excluding sales and
marketing.

                                                                      Three Months Ended
                                                                           March 31,                          Period-to-period Change
(in thousands of dollars)                                           2021              2020                       $                       %
Technology and facilities                                        $ 32,924          $ 30,774          $         2,150                    7.0  %
Percentage of total revenue                                          24.3  %           18.8  %



Technology and facilities. Technology and facilities expense increased by $2.2
million, or 7.0%, from $30.8 million for the three months ended March 31, 2020
to $32.9 million for the three months ended March 31, 2021. The increase was
primarily due to $1.3 million in depreciation commensurate with growth in
internally developed software, $1.1 million increase in service costs related to
higher usage of software and cloud services and a $0.2 million increase in rent
expense. These increases were partially offset by $0.7 million lower
depreciation on leasehold improvements due to the reduced number of retail
locations as we began to implement our retail network optimization plan in March
2021. Our retail locations decreased from 341 at March 31, 2020 to 228 at March
31, 2021, or 33.1%.

Sales and marketing

Sales and marketing expense consists of two components and represent the costs
to acquire our customers. The first component is comprised of the expense to
acquire a customer through various paid marketing channels including direct
mail, digital marketing and brand marketing. The second component is comprised
of the costs associated with our telesales, lead generation and retail
operations, including personnel expenses, but excluding costs associated with
retail locations.
                                                                  Three Months Ended
                                                                       March 31,                          Period-to-period Change
(in thousands of dollars)                                       2021              2020                      $                       %
Sales and marketing                                          $ 23,893          $ 24,827          $                (934)            (3.8) %
Percentage of total revenue                                      17.7  %           15.2  %
Customer Acquisition Cost (CAC)                              $    208          $    170          $                  38             22.3  %



Sales and marketing. Sales and marketing expense to acquire our customers
decreased by $0.9 million, or 3.8%, from $24.8 million for the three months
ended March 31, 2020 to $23.9 million for the three months ended March 31, 2021.
This decrease was primarily attributable to $1.9 million lower personnel-related
costs as we implemented our retail network optimization plan in the first
quarter of 2021. The decrease was partially offset by increased investment in
marketing initiatives of $1.3 million across various marketing channels,
including direct mail, digital advertising channels, lead aggregators, and brand
marketing. As a result of our focus on developing new marketing capabilities and
our lower number of loans originated during the period due to the COVID-19
pandemic, our CAC increased by 22.3% from the three months ended March 31, 2020
to the three months ended March 31, 2021.

Personnel



Personnel expense represents compensation and benefits that we provide to our
employees and include salaries, wages, bonuses, commissions, related employer
taxes, medical and other benefits provided and stock-based compensation expense
for all of our staff with the exception of our telesales, lead generation,
retail operations which are included in sales and marketing expenses and
technology which is included technology and facilities.
                                                                      Three Months Ended
                                                                           March 31,                          Period-to-period Change
(in thousands of dollars)                                           2021              2020                       $                       %
Personnel                                                        $ 26,827          $ 25,582          $         1,245                    4.9  %
Percentage of total revenue                                          19.8  %           15.7  %



Personnel. Personnel expense increased by $1.2 million, or 4.9%, from $25.6
million for the three months ended March 31, 2020 to $26.8 million for the three
months ended March 31, 2021, primarily driven by $0.7 million in increased stock
compensation expense related to equity incentive awards for our 2020 annual
review and $0.3 million in benefits related to 401k employer matching.

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Outsourcing and professional fees



Outsourcing and professional fees consist of costs for various third-party
service providers and contact center operations, primarily for the sales,
customer service, collections and store operation functions. Our contact centers
located in Mexico and our third-party contact centers located in Colombia and
Jamaica provide support for the business including application processing,
verification, customer service and collections. We utilize third parties to
operate the contact centers in Colombia and Jamaica and include the costs in
outsourcing and other professional fees. Professional fees also include the cost
of legal and audit services, credit reports, recruiting, cash transportation,
collection services and fees and consultant expenses. Direct loan origination
expenses related to application processing are expensed when incurred. In
addition, outsourcing and professional fees include any financing expenses,
including legal and underwriting fees, related to our Fair Value Notes.
                                                                  Three Months Ended
                                                                       March 31,                          Period-to-period Change
(in thousands of dollars)                                       2021              2020                      $                       %
Outsourcing and professional fees                            $ 12,625          $ 13,618          $                (993)            (7.3) %
Percentage of total revenue                                       9.3  %            8.3  %



Outsourcing and professional fees. Outsourcing and professional fees decreased
by $1.0 million, or 7.3%, from $13.6 million for the three months ended March
31, 2020 to $12.6 million for the three months ended March 31, 2021. This
decrease resulted primarily from a $2.6 million decrease related to ceasing
legal collection on default loans beginning in August 2020, $1.1 million of
lower legal fees, and $0.5 million decrease in credit report expense due to
lower application volume attributed to the COVID-19 pandemic. These decreases
were partially offset by a $3.3 million increase in debt financing fees and
expenses in March 2021 related to an asset-backed securitization.
General, administrative and other
General, administrative and other expense includes non-compensation expenses for
employees, who are not a part of the technology and sales and marketing
organization, which include travel, lodging, meal expenses, political and
charitable contributions, office supplies, printing and shipping. Also included
are franchise taxes, bank fees, foreign currency gains and losses, transaction
gains and losses, debit card expenses, litigation reserve and expenses
associated with our retail network optimization plan.
                                                                    Three Months Ended
                                                                         March 31,                          Period-to-period Change
(in thousands of dollars)                                          2021              2020                      $                       %
General, administrative and other                              $   9,997          $ 3,813          $         6,184                   162.2  %
Percentage of total revenue                                          7.4  %           2.3  %



General, administrative and other. General, administrative and other expense
increased by $6.2 million, or 162.2%, from $3.8 million for the three months
ended March 31, 2020 to $10.0 million for the three months ended March 31, 2021,
primarily due to our retail network optimization expenses of $6.2 million
related to the retail location closures and $1.6 million related to severance
and benefits related to the retail location closures. These increases were
partially offset by decreases in travel expenses and postage and printing costs
due to travel restrictions and remote working arrangements resulting from the
COVID-19 pandemic.

Income taxes

Income taxes consist of U.S. federal, state and foreign income taxes, if any. For the periods ended March 31, 2021 and 2020, we recognized tax expense (benefit) attributable to U.S. federal, state and foreign income taxes.


                                                                 Three Months Ended
                                                                      March 31,                          Period-to-period Change
(in thousands of dollars)                                      2021              2020                       $                       %
Income tax expense (benefit)                                $   956           $ (4,715)         $         5,671                   120.3  %
Percentage of total revenue                                     0.7   %           (2.9) %
Effective tax rate                                             24.1   %           26.2  %



Income tax expense (benefit). Income tax expense increased by $5.7 million or
120.3%, from a benefit of $4.7 million for the three months ended March 31, 2020
to an expense of $1.0 million for the three months ended March 31, 2021,
primarily as a result of higher pretax income for the three months ended March
31, 2021.

See Note 2, Summary of Significant Accounting Policies, and Note 12, Income Taxes, of the Notes to the Condensed Consolidated Financial Statements (Unaudited) included elsewhere in this report for further discussion on our income taxes.


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Fair Value Estimate Methodology for Loans Receivable at Fair Value

Summary



Fair value is an electable option under GAAP to account for any financial
instruments, including loans receivable and debt. It differs from amortized cost
accounting in that loans receivable and debt are recorded on the balance sheet
at fair value rather than on a cost basis. Under the fair value option credit
losses are recognized through income as they are incurred rather than through
the establishment of an allowance and provision for losses. The fair value of
instruments under this election is updated at the end of each reporting period,
with changes since the prior reporting period reflected in the Condensed
Consolidated Statements of Operations and Comprehensive Income (Unaudited) as
net increase (decrease) in fair value which impacts Net Revenue. Changes in
interest rates, credit spreads, realized and projected credit losses and cash
flow timing will lead to changes in fair value and therefore impact earnings.
These changes in the fair value of the Fair Value Loans may be partially offset
by changes in the fair value of the Fair Value Notes, depending upon the
relative duration of the instruments.

Fair Value Estimate Methodology for Loans Receivable at Fair Value

We calculate the fair value of Fair Value Loans using a model that projects and discounts expected cash flows. The fair value is a function of:



•Portfolio yield;
•Average life;
•Prepayments;
•Remaining cumulative charge-offs; and
•Discount rate.

Portfolio yield is the expected interest and fees collected from the loans as an
annualized percentage of outstanding principal balance. Portfolio yield is based
upon (a) the contractual interest rate, reduced by expected delinquencies and
interest charge-offs and (b) late fees, net of late fee charge-offs based upon
expected delinquencies. Origination fees are not included in portfolio yield
since they are generally capitalized as part of the loan's principal balance at
origination.

Average life is the time-weighted average of expected principal payments divided
by outstanding principal balance. The timing of principal payments is based upon
the contractual amortization of loans, adjusted for the impact of prepayments,
Good Customer Program refinances, and charge-offs.

Prepayments are the expected remaining cumulative principal payments that will
be repaid earlier than contractually required over the life of the loan, divided
by the outstanding principal balance.

Remaining cumulative charge-offs is the expected net principal charge-offs over the remaining life of the loans, divided by the outstanding principal balance.



Discount rate is the sum of the interest rate and the credit spread. The
interest rate is based upon the interpolated LIBOR/swap curve rate that
corresponds to the average life. The credit spread is based upon the credit
spread implied by the whole loan purchase price at the time the flow sale
agreement was entered into, updated for observable changes in the fixed income
markets, which serve as a proxy for how a whole loan buyer would adjust their
yield requirements relative to the originally agreed price.

Our internal valuation committee includes members from our risk, legal, finance,
capital markets and operations departments and provides governance and oversight
over the fair value pricing and related financial statement disclosures.
Additionally, this committee provides a challenge of the assumptions used and
outputs of the model, including the appropriateness of such measures and
periodically reviews the methodology and process to determine the fair value
pricing. Any significant changes to the process must be approved by the
committee.

It is also possible to estimate the fair value of our loans using a simplified
calculation. The table below illustrates a simplified calculation to aid
investors in understanding how fair value may be estimated using the last five
quarters:

•Subtracting the servicing fee from the weighted average portfolio yield over
the remaining life of the loans to calculate net portfolio yield;
•Multiplying the net portfolio yield by the weighted average life in years of
the loans receivable, which is based upon the contractual amortization of the
loans and expected remaining prepayments and charge-offs, to calculate net cash
flow;
•Subtracting the remaining cumulative charge-offs from the net portfolio yield
to calculate the net cash flow;
•Subtracting the product of the discount rate and the average life from the net
cash flow to calculate the gross fair value premium as a percentage of loan
principal balance; and
•Subtracting the accrued interest and fees as a percentage of loan principal
balance from the gross fair value premium as a percentage of loan principal
balance to calculate the fair value premium as a percentage of loan principal
balance.
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The table below reflects the application of this methodology for the five quarters since January 1, 2020, on loans held for investment. The data in the table below represents our unsecured personal loan portfolio which is the primary driver of fair value.


                                                                                                     Three Months Ended
                                                        Mar 31,
                                                          2021             Dec 31, 2020             Sep 30, 2020             Jun 30, 2020             Mar 31, 2020
Weighted average portfolio yield over the                30.25  %                 30.17  %                 30.50  %                 30.78  %                 30.74  %
remaining life of the loans
Less: Servicing fee                                      (5.00) %                 (5.00) %                 (5.00) %                 (5.00) %                 (5.00) %
Net portfolio yield                                      25.25  %                 25.17  %                 25.50  %                 25.78  %                 25.74  %
Multiplied by: Weighted average life in years            0.778                    0.796                    0.775                    0.797                    0.903
Pre-loss cash flow                                       19.64  %                 20.03  %                 19.75  %                 20.54  %                 23.25  %
Less: Remaining cumulative charge-offs                   (8.60) %                (10.03) %                (10.61) %                (12.73) %                (14.56) %
Net cash flow                                            11.04  %                 10.00  %                  9.14  %                  7.81  %                  8.69  %
Less: Discount rate multiplied by average life           (5.17) %                 (5.45) %                 (6.07) %                 (7.04) %                (11.54) %
Gross fair value premium (discount) as a                  5.87  %                  4.55  %                  3.07  %                  0.77  %                 (2.85) %
percentage of loan principal balance
Less: Accrued interest and fees as a percentage          (0.92) %                 (1.06) %                 (1.15) %                 (1.35) %                 (1.11) %
of loan principal balance
Fair value premium (discount) as a percentage of          4.95  %                  3.49  %                  1.92  %                 (0.58) %                 (3.96) %
loan principal balance
Discount Rate                                             6.65  %                  6.85  %                  7.84  %                  8.84  %                 12.78  %


The illustrative table included above is designed to assist investors in understanding the impact of our election of the fair value option.

Non-GAAP Financial Measures



We believe that the provision of non-GAAP financial measures in this report,
including Fair Value Pro Forma information, Adjusted EBITDA, Adjusted Net
Income, Adjusted EPS, Adjusted Operating Efficiency and Adjusted Return on
Equity, can provide useful measures 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 financial measures are not
calculated in accordance with United States generally accepted accounting
principles, or GAAP, and should not be considered as an alternative to any
measures of financial performance calculated and presented in accordance with
GAAP. There are limitations related to the use of these non-GAAP financial
measures versus their most directly comparable GAAP measures, which include the
following:

?Other companies, including companies in our industry, may calculate these
measures differently, which may reduce their usefulness as a comparative
measure.
?These measures do not consider the potentially dilutive impact of stock-based
compensation.
?Although depreciation and amortization are non-cash charges, the assets being
depreciated and amortized may have to be replaced in the future and Adjusted
EBITDA does not reflect cash capital expenditure requirements for such
replacements or for new capital expenditure requirements.
?Although the fair value mark-to-market adjustment is a non-cash adjustment, it
does reflect our estimate of the price a third party would pay for our Fair
Value Loans or our Fair Value Notes.
?Adjusted EBITDA does not reflect tax payments that may represent a reduction in
cash available to us.
Reconciliations of non-GAAP to GAAP measures can be found below.

Fair Value Pro Forma



We previously elected the fair value option to account for all Fair Value Loans
held for investment and all Fair Value Notes issued on or after January 1, 2018.
In order to facilitate comparisons to prior periods, we provided unaudited
financial information for the three months ended March 31, 2020 on a pro forma
basis, or the Fair Value Pro Forma, as if we had elected the fair value option
since our inception for all loans originated and held for investment and all
asset-backed notes issued. Upon adoption of ASU 2019-05, effective January 1,
2020, we elected the fair value option on the Fair Value Loans which were
previously measured at amortized cost. Accordingly, for the three months ended
March 31, 2021 and 2020, we did not have any loans receivable measured at
amortized cost. Therefore, there are no Fair Value Pro Forma adjustments related
to assets or revenue as of and for the three months ended March 31, 2021 and
2020. Starting on January 1, 2021, we no longer have any Fair Value Pro Forma
adjustments as there are no longer any amortized cost balances. However, there
were Fair Value Pro Forma adjustments related to our asset-backed notes at
amortized cost for the three months ended March 31, 2020.
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Fair Value Pro Forma Condensed Consolidated Statements of Operations Data:


                                            Three Months
                                          Ended March 31,      Three Months Ended March 31,         Period-to-period Change in
                                              2021 (1)                     2020                              FVPF (1)
(in thousands)                              As Reported                        As Reported             FV Adjustments             FV Pro Forma              $            %
Revenue:
Interest income                           $     127,191                      $    150,700          $                 -          $     150,700          $ (23,509)      (15.6) %
Non-interest income                               8,122                            12,728                            -                 12,728             (4,606)      (36.2) %
Total revenue                                   135,313                           163,428                            -                163,428            (28,115)      (17.2) %
Less:
Interest expense                                 13,504                            16,361                         (492)                15,869             (2,365)      (14.9) %

Net decrease in fair value                      (11,568)                          (66,469)                      11,655                (54,814)            43,246       (78.9) %
Net revenue                                     110,241                            80,598                       12,147                 92,745             17,496        18.9  %
Operating expenses:
Technology and facilities                        32,924                            30,774                            -                 30,774              2,150         7.0  %
Sales and marketing                              23,893                            24,827                            -                 24,827               (934)       (3.8) %
Personnel                                        26,827                            25,582                            -                 25,582              1,245         4.9  %
Outsourcing and professional fees                12,625                            13,618                            -                 13,618               (993)       (7.3) %
General, administrative and other                 9,997                             3,813                            -                  3,813              6,184       162.2  %
Total operating expenses                        106,266                            98,614                            -                 98,614              7,652         7.8  %
Income (loss) before taxes                        3,975                           (18,016)                      12,147                 (5,869)             9,844      (167.7) %
Income tax expense (benefit)                        956                            (4,715)                       3,627                 (1,088)             2,044      (187.9) %
Net income (loss)                         $       3,019                      $    (13,301)         $             8,520          $      (4,781)         $   7,800      (163.1) %


(1) Beginning in 2021 we are no longer including any Fair Value Pro Forma
adjustments because all loans originated and held for investment and
asset-backed notes issued are recorded at fair value. Therefore, the three
months ended March 31, 2021 is presented on a GAAP basis and the three months
ended March 31, 2020 includes Fair Value Pro Forma adjustments related to our
asset-backed notes at amortized cost.
Fair Value Pro Forma Condensed Consolidated Balance Sheet Data:
                                        March 31, 2021                                         Period-to-period Change in
                                              (1)                December 31, 2020                      FVPF (1)
(in thousands)                            As Reported                      As Reported            FV Adjustments           FV Pro Forma              $            %
Cash and cash equivalents               $    140,416                      $   136,187          $               -          $    136,187          $   4,229         3.1  %
Restricted cash                               42,765                           32,403                          -                32,403             10,362        32.0  %
Loans receivable (1)                       1,670,251                        1,696,526                          -             1,696,526            (26,275)       (1.5) %
Other assets                                 138,629                          143,935                          -               143,935             (5,306)       (3.7) %
Total assets                               1,992,061                        2,009,051                          -             2,009,051            (16,990)       (0.8) %
Total debt (2)                             1,405,588                        1,413,694                          -             1,413,694             (8,106)       (0.6) %
Other liabilities                            114,480                          128,990                        682               129,672            (15,192)      (11.7) %
Total liabilities                          1,520,068                        1,542,684                        682             1,543,366            (23,298)       (1.5) %
Total stockholder's equity                   471,993                          466,367                       (682)              465,685              6,308         1.4  %
Total liabilities and                   $  1,992,061                      $ 2,009,051          $               -          $  2,009,051          $ (16,990)       (0.8) %
stockholders' equity


(1) Beginning in 2021 we are no longer including any Fair Value Pro Forma
adjustments because all loans originated and held for investment and
asset-backed notes issued are recorded at fair value. Therefore, the balances as
of March 31, 2021 are presented on a GAAP basis and the balances as of December
31, 2020 include Fair Value Pro Forma adjustments related to our asset-backed
notes at amortized cost.

Adjusted EBITDA

Adjusted EBITDA is a non-GAAP financial measure defined as our net income
(loss), adjusted for the impact of our election of the fair value option and
further adjusted to eliminate the effect of certain items as described below. We
believe that Adjusted EBITDA is an important measure because it allows
management, investors and our Board to evaluate and compare our operating
results, including our return on capital and operating efficiencies, from
period-to-period by making the adjustments described below. In addition, it
provides a useful measure for period-to-period comparisons of our business, as
it removes the effect of taxes, certain non-cash items, variable charges and
timing differences.

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•We believe it is useful to exclude the impact of income tax expense (benefit),
as reported, because historically it has included irregular income tax items
that do not reflect ongoing business operations.
•We believe it is useful to exclude the impact of depreciation and amortization
and stock-based compensation expense because they are noncash charges.
•We believe it is useful to exclude the impact of certain non-recurring charges,
such as expenses associated with our retail network optimization plan, because
these items do not reflect ongoing business operations. During the last three
quarters of 2020 we excluded COVID-19 related expenses in our adjustments to
derive Adjusted EBITDA. As of January 1, 2021, COVID-19 expenses are no longer
being adjusted for to derive Adjusted EBITDA because our business practices have
been updated to operate in the current environment.
•We also reverse origination fees for Fair Value Loans, net. As a result of our
election of the fair value option for our Fair Value Loans, we recognize the
full amount of any origination fees as revenue at the time of loan disbursement
in advance of our collection of origination fees through principal payments. As
a result, we believe it is beneficial to exclude the uncollected portion of such
origination fees, because such amounts do not represent cash that we received.
•We also reverse the fair value mark-to-market adjustment because it is a
non-cash adjustment as shown in the table below.

Components of Fair Value Mark-to-Market Adjustment (in                     Three Months Ended March 31,
thousands)                                                                   2021                 2020
Fair value mark-to-market adjustment on Fair Value Loans               $      21,562          $ (155,124)
Fair value mark-to-market adjustment on asset-backed notes                     1,524             141,745
Fair value mark-to-market adjustment on credit card derivative                   (46)                  -
Total fair value mark-to-market adjustment                             $    

23,040 $ (13,379)





The following table presents a reconciliation of net income (loss) to Adjusted
EBITDA for the three months ended March 31, 2021 and 2020 as if the fair value
option had been in place since inception for all loans held for investment and
all asset-backed notes:

                                                                          Three Months Ended March 31,
Adjusted EBITDA (in thousands)                                              2021                  2020
Net income (loss)                                                     $        3,019          $ (13,301)
Adjustments:
Fair Value Pro Forma net income adjustment (1)                                     -              8,520
Income tax expense (benefit)                                                     956             (1,088)

Depreciation and amortization                                                  5,332              4,658
Stock-based compensation expense                                               5,088              4,151

Retail network optimization expenses                                           7,799                  -
Origination fees for Fair Value Loans, net                                    (1,422)             1,542
Fair value mark-to-market adjustment                                         (23,040)            13,379
Adjusted EBITDA (2)                                                   $       (2,268)         $  17,861


(1) As of January 1, 2021 there are no further Fair Value Pro Forma adjustments
because all loans originated and held for investment and all asset-backed notes
issued are recorded at fair value.
(2) For the three months ended March 31, 2021 and 2020, Adjusted EBITDA included
a pre-tax impact of $5.9 million and $3.4 million, respectively, related to the
launch of new products and services (such as auto and credit card).

Adjusted Net Income (Loss)



We define Adjusted Net Income (Loss) as our net income (loss), adjusted for the
impact of our election of the fair value option, and further adjusted to exclude
income tax expense (benefit), stock-based compensation expenses and certain
non-recurring charges. We believe that Adjusted Net Income (Loss) is an
important measure of operating performance because it allows management,
investors, and our Board to evaluate and compare our operating results,
including our return on capital and operating efficiencies, from period to
period.

•We believe it is useful to exclude the impact of income tax expense (benefit),
as reported, because historically it has included irregular tax items that do
not reflect our ongoing business operations.
•We believe it is useful to exclude the impact of certain non-recurring charges,
such as expenses associated with our retail network optimization plan, because
these items do not reflect ongoing business operations. During the last three
quarters of 2020 we excluded COVID-19 related expenses in our adjustments to
derive Adjusted Net Income. As of January 1, 2021, COVID-19 expenses are no
longer being adjusted for to derive Adjusted Net Income because our business
practices have been updated to operate in the current environment.
•We believe it is useful to exclude stock-based compensation expense because it
is a non-cash charge.
•We include the impact of normalized statutory income tax expense by applying
the income tax rate noted in the table.
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The following table presents a reconciliation of net income (loss) to Adjusted
Net Income (Loss) for the three months ended March 31, 2021 and 2020 as if the
fair value option had been in place since inception for all loans held for
investment and all asset-backed notes:

                                                                         Three Months Ended March 31,
Adjusted Net Income (Loss) (in thousands)                                  2021                  2020
Net income (loss)                                                    $       3,019           $ (13,301)

Adjustments:


Fair Value Pro Forma net income adjustment (1)                                   -               8,520
Income tax expense (benefit)                                                   956              (1,088)

Stock-based compensation expense                                             5,088               4,151

Retail network optimization expenses                                         7,799                   -
Adjusted income (loss) before taxes                                         16,862              (1,718)
Normalized income tax expense (benefit)                                      4,620                (513)
Adjusted Net Income (Loss) (2)                                       $      12,242           $  (1,205)
Income tax rate (3)                                                           27.4   %            29.9  %


(1) As of January 1, 2021 there are no further Fair Value Pro Forma adjustments
because all loans originated and held for investment and all asset-backed notes
issued are recorded at fair value.
(2) For the three months ended March 31, 2021 and 2020, Adjusted Net Income
includes an after-tax impact of $4.4 million and $2.9 million, respectively,
related to the launch of new products and services (such as auto and credit
card).
(3) Income tax rate for the three months ended March 31, 2021 is based on a
normalized statutory rate and the three months ended March 31, 2020 is based on
the effective tax rate.

Adjusted Earnings Per Share ("Adjusted EPS")



Adjusted Earnings Per Share is a non-GAAP financial measure that allows
management, investors and our Board to evaluate the operating results, operating
trends and profitability of the business in relation to diluted adjusted
weighted-average shares outstanding post initial public offering. In addition,
it provides a useful measure for period-to-period comparisons of our business,
as it considers the effect of conversion of all convertible preferred shares as
of the beginning of each annual period.


The following table presents a reconciliation of diluted EPS to Adjusted EPS for
the three months ended March 31, 2021 and 2020. For the reconciliation of net
income (loss) to Adjusted Net Income (Loss), see the immediately preceding table
"Adjusted Net Income (Loss)."

                                                                             Three Months Ended March 31,
(in thousands, except share and per share data)                               2021                   2020
Diluted earnings (loss) per share                                      $          0.10          $      (0.49)
Adjusted EPS
Adjusted Net Income (Loss)                                             $    

12,242 $ (1,205)



Basic weighted-average common shares outstanding                            27,770,063            27,015,730

Weighted average effect of dilutive securities:
Stock options                                                                1,274,818                     -
Restricted stock units                                                         575,153                     -

Diluted adjusted weighted-average common shares outstanding                 29,620,034            27,015,730
Adjusted Earnings (Loss) Per Share                                     $    

0.41 $ (0.04)

Adjusted Return on Equity



We define Adjusted Return on Equity as annualized Adjusted Net Income divided by
average stockholders' equity. Average stockholders' equity is an average of the
beginning and ending stockholders' equity balance for each period. Before
January 1, 2021, we previously defined Adjusted Return on Equity as annualized
Adjusted Net Income divided by average Fair Value Pro Forma total stockholders'
equity. Average Fair Value Pro Forma stockholders' equity is an average of the
beginning and ending Fair Value Pro Forma stockholders' equity balance for each
period. We believe Adjusted Return on Equity is an important measure because it
allows management, investors and our Board to evaluate the profitability of the
business in relation to equity and how well we generate income from the equity
available.

The following table presents a reconciliation of Return on Equity to Adjusted
Return on Equity as of and for the three months ended March 31, 2021 and 2020.
For the reconciliation of net income (loss) to Adjusted Net Income (Loss), see
the immediately preceding table "Adjusted Net Income (Loss)."

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                                                                      As of or for the Three Months Ended
                                                                                   March 31,
(in thousands)                                                              2021                 2020
Return on Equity                                                              2.6    %           (11.0) %
Adjusted Return on Equity
Adjusted Net Income (Loss)                                            $    12,242            $  (1,205)
Fair Value Pro Forma average stockholders' equity (1)                 $   469,180            $ 488,884
Adjusted Return on Equity                                                    10.6    %            (1.0) %


(1) As of January 1, 2021, there are no further Fair Value Pro Forma adjustments
because all loans originated and held for investment and all asset-backed notes
issued are recorded at fair value. Therefore, the average stockholders' equity
amount as of March 31, 2021 reflects the average of the GAAP stockholders'
equity account as of December 31, 2020 and the GAAP stockholders' equity account
as March 31, 2021.

Adjusted Operating Efficiency



We define Adjusted Operating Efficiency as total operating expenses adjusted to
exclude stock-based compensation expense and certain non-recurring charges such
as expenses associated with our retail network optimization plan divided by
total revenue. During the last three quarters of 2020 we excluded COVID-19
related expenses in our adjustments to derive Adjusted Operating Efficiency. As
of January 1, 2021, COVID-19 expenses are no longer being adjusted for to derive
Adjusted Operating Efficiency because our business practices have been updated
to operate in the current environment. We believe Adjusted Operating Efficiency
is an important measure because it allows management, investors and our Board to
evaluate how efficient we are at managing costs relative to revenue.

The following table presents a reconciliation of Operating Efficiency to Adjusted Operating Efficiency for the three months ended March 31, 2021 and 2020:


                                                                     As of 

or for the Three Months Ended


                                                                                  March 31,
(in thousands)                                                             2021                 2020
Operating Efficiency                                                        78.5    %            60.3  %
Adjusted Operating Efficiency
Total revenue                                                            135,313              163,428

Total operating expense                                                  106,266               98,614

Stock-based compensation expense                                          (5,088)              (4,151)

Retail network optimization expenses                                      (7,799)                   -

Total adjusted operating expenses                                    $    93,379            $  94,463
Adjusted Operating Efficiency                                               69.0    %            57.8  %


Liquidity and Capital Resources

Sources of liquidity



To date, we have funded our lending activities and operations primarily through
private issuances of debt, equity issuances, cash from operating activities, and
the sale of loans to a third-party institutional investor. We anticipate issuing
additional securitizations, entering into additional secured financings and
continuing whole loan sales.

Current debt facilities

The following table summarizes our current debt facilities available for funding our lending activities and our operating expenditures as of March 31, 2021:


                                                             Scheduled
                                                        Amortization Period                                      Principal
Debt Facility                                            Commencement Date            Interest Rate            (in thousands)
                                                                                    LIBOR (minimum of
Secured Financing                                                 

10/1/2021 0.00%) + 2.45% $ 65,214 Asset-Backed Securitization-Series 2021-A Notes

                     3/1/2023              1.79%                      375,000
Asset-Backed Securitization-Series 2019-A Notes                     8/1/2022              3.46%                      279,412
Asset-Backed Securitization-Series 2018-D Notes                    12/1/2021              4.50%                      175,002
Asset-Backed Securitization-Series 2018-C Notes                    10/1/2021              4.39%                      275,000
Asset-Backed Securitization-Series 2018-B Notes                     7/1/2021              4.18%                      225,001

                                                                                                             $     1,394,629



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The outstanding amounts set forth in the table above are consolidated on our
balance sheet whereas loans sold to a third-party institutional investor are not
on our balance sheet once sold.

On February 18, 2021, our wholly-owned subsidiary, Oportun Funding VIII, LLC,
the issuer under the 2018-A asset-backed securitization transaction, provided
notice to the trustee that we had elected to redeem all $200.0 million of
outstanding 2018-A Notes on March 8, 2021 and satisfy and discharge Oportun
Funding VIII, LLC's obligations under the 2018-A Notes and the indenture.

On March 8, 2021, we announced the issuance of $375.0 million two-year
fixed-rate asset-backed notes by Oportun Funding XIV, LLC, a wholly-owned
subsidiary of ours and secured by a pool of our unsecured personal installment
loans (the "2021-A Securitization"). The 2021-A Securitization included four
classes of fixed-rate notes: Class A, Class B, Class C and Class D notes, which
were priced with a weighted average interest rate of 1.79% per annum. The
proceeds from this securitization were used to fund the redemption of 2018-A and
paid down our Secured Financing facility.

On March 24, 2021, our wholly-owned subsidiary, Oportun Funding IX, LLC, the
issuer under the Series 2018-B asset-backed securitization transaction, provided
notice to the trustee that we elected to redeem all $225.0 million of
outstanding 2018-B Notes, plus the accrued and unpaid interest, on April 8, 2021
and satisfy and discharge Oportun Funding IX, LLC's obligations under the 2018-B
Notes and the indenture. The redemption price was funded by drawing upon our
Secured Financing facility and using unrestricted cash.

Lenders do not have direct recourse to Oportun Financial Corporation or Oportun, Inc.



Debt

Our ability to utilize our Secured Financing facility as described herein is subject to compliance with various requirements, including:



•Eligibility Criteria. In order for our loans to be eligible for purchase by
Oportun Funding V, they must meet all applicable eligibility criteria;
•Concentration Limits. The collateral pool is subject to certain concentration
limits that, if exceeded, would reduce our borrowing base availability by the
amount of such excess; and
•Covenants and Other Requirements. The Secured Financing facility contains
several financial covenants, portfolio performance covenants and other covenants
or requirements that, if not complied with, may result in an event of default
and/or an early amortization event causing the accelerated repayment of amounts
owed. The Secured Financing facility also requires us to get lender consent
prior to making material changes to our credit and collection policies.
As of March 31, 2021, we were in compliance with all covenants and requirements
per the debt facility.

For more information regarding our Secured Financing facility, see Notes 4 and 7 of the Notes to the Condensed Consolidated Financial Statements (Unaudited) included elsewhere in this report.

Our ability to utilize our asset-backed securitization facilities as described herein is subject to compliance with various requirements including:



•Eligibility Criteria. In order for our loans to be eligible for purchase by our
wholly owned special purpose subsidiaries they must meet all applicable
eligibility criteria; and
•Covenants and Other Requirements. Our securitization facilities contain pool
concentration limits, pool performance covenants and other covenants or
requirements that, if not complied with, may result in an event of default,
and/or an early amortization event causing the accelerated repayment of amounts
owed.

As of March 31, 2021, we were in compliance with all covenants and requirements of all our asset-backed notes.



For more information regarding our asset-backed securitization facilities, see
Notes 4 and 7 of the Notes to the Condensed Consolidated Financial Statements
(Unaudited) included elsewhere in this report.

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Credit card receivables retention facility and servicing



On February 5, 2021, we entered into a Receivables Retention Facility Agreement,
a Servicing Agreement and other related documents with WebBank, providing us
with additional funding to expand our credit card product. Under these
agreements, WebBank will originate, fund and retain credit card receivables up
to $25.0 million. We will purchase any excess receivables originated above the
$25.0 million amount, in addition to certain ineligible receivables and
charged-off receivables. The agreements have a term of two years, commencing on
February 9, 2021. We will provide certain marketing, processing and accounting
processing services to WebBank in connection with our credit card program.
WebBank will pay us a servicing fee of 5% to service the accounts and certain
excess collections on a monthly basis.

Whole loan sales



In November 2014, we entered into a whole loan sale agreement with an
institutional investor. This agreement was amended in March 2021 to extend the
term to March 4, 2022. Pursuant to the agreement, we are obligated to sell at
least 10% of our unsecured loan originations, with an option to sell an
additional 5%, subject to certain eligibility criteria and minimum and maximum
volumes. We retain all rights and obligations involving the servicing of the
loans and earn servicing revenue of 5% of the daily average principal balance of
loans sold each month.

We will continue to evaluate additional loan sale opportunities in the future
and have not made any determinations regarding the percentage of loans we may
sell.

The loans are randomly selected and sold at the pre-determined contractual
purchase price above par and we recognize a gain on the loans. We sell loans
twice per week. We have not repurchased any of the loans sold related to this
agreement and do not anticipate repurchasing loans sold in the future. We
therefore do not record a reserve related to our repurchase obligations from the
whole loan sale agreement.

Cash, cash equivalents, restricted cash and cash flows

The following table summarizes our cash and cash equivalents, restricted cash and cash flows for the periods indicated:


                                                       Three Months Ended March 31,
(in thousands)                                             2021             

2020


Cash, cash equivalents and restricted cash      $       183,181                $ 206,094
Cash provided by (used in)
Operating activities                                     18,156                   52,122
Investing activities                                      8,987                  (39,348)
Financing activities                                    (12,552)                  57,179


Our cash is held for working capital purposes and originating loans. Our restricted cash represents collections held in our securitizations and is applied currently after month-end to pay interest expense and satisfy any amount due to whole loan buyer with any excess amounts returned to us.

Cash flows

Operating Activities



Our net cash provided by operating activities was $18.2 million and $52.1
million for the three months ended March 31, 2021 and 2020, respectively. Cash
flows from operating activities primarily include net income or losses adjusted
for (i) non-cash items included in net income or loss, including depreciation
and amortization expense, fair value adjustments, net, origination fees for
loans at fair value, net, gain on loan sales, stock-based compensation expense
and deferred tax provision, net, (ii) originations of loans sold and held for
sale, and proceeds from sale of loans and (iii) changes in the balances of
operating assets and liabilities, which can vary significantly in the normal
course of business due to the amount and timing of various payments.

Investing Activities



Our net cash provided by (used in) investing activities was $9.0 million and
$(39.3) million for the three months ended March 31, 2021 and 2020,
respectively. Our investing activities consist primarily of loan originations
and loan repayments. We currently do not own any real estate. We invest in
purchases of property and equipment and incur system development costs.
Purchases of property and equipment, and capitalization of system development
costs may vary from period to period due to the timing of the expansion of our
operations, the addition of employee headcount and the development cycles of our
system development. The change in our net cash provided by (used in) investing
activities is due to the decrease in the number of loans originated for the
three months ended March 31, 2021. The decrease in number of loans originated is
attributable to the reduced number of applications which we believe is due to
COVID-19 stimulus measures combined with continued elevated unemployment.
Further, the decrease is due to proactive measures we implemented to tighten our
lending criteria and underwriting practices given the current COVID-19 pandemic.

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Financing Activities



Our net cash provided by (used in) financing activities was $(12.6) million and
$57.2 million for the three months ended March 31, 2021 and 2020, respectively.
For the three months ended March 31, 2021, net cash used in financing activities
was primarily driven by the redemption of our Series 2018-A asset-backed notes
and repayments on our Secured Financing facility. The issuance of our Series
2021-A asset-backed notes securitization was the primary source of funds for the
redemption and repayments. For the three months ended March 31, 2020, net cash
provided by financing activities was primarily driven by borrowings on our
Secured Financing facility, partially offset by repayments on those borrowings
and redemption of our Series 2017-A asset-backed notes.

Operating and capital expenditure requirements



We believe that our existing cash balance, anticipated positive cash flows from
operations and available borrowing capacity under our credit facilities will be
sufficient to meet our anticipated cash operating expense and capital
expenditure requirements through at least the next 12 months. We believe our
liquidity position at March 31, 2021 remains strong as we continue to navigate
through a period of uncertain economic conditions related to COVID-19, and we
will continue to closely monitor our liquidity as economic conditions change. If
our available cash balances are insufficient to satisfy our liquidity
requirements, we will seek additional debt or equity financing. 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. The sale of
equity may result in dilution to our stockholders and those securities may have
rights senior to those of our common stock. We may require additional capital
beyond our currently anticipated amounts and additional capital may not be
available on reasonable terms, or at all.

Off-Balance Sheet Arrangements



On February 5, 2021, we entered into an off-balance sheet arrangement under the
Receivables Retention Facility Agreement, an Amended and Restated Credit Card
Program and Servicing Agreement and other related documents with WebBank, a
Utah-chartered industrial bank, providing us with additional funding to expand
our credit card product. Under these agreements, WebBank will originate, fund
and retain credit card receivables up to $25.0 million. We will purchase any
excess receivables originated above the $25.0 million amount, in addition to
certain ineligible receivables. The agreements have a term of two years,
commencing on February 9, 2021. We will provide certain marketing, processing
and accounting processing services to WebBank in connection with our credit card
program. As of March 31, 2021, $7.8 million of the $25.0 million has been
utilized.

Critical Accounting Policies and Significant Judgments and Estimates



Our Management's Discussion and Analysis of Financial Condition and Results of
Operations is based on our condensed consolidated financial statements, which
have been prepared in accordance with GAAP. The preparation of these condensed
consolidated financial statements requires us to make estimates and assumptions
that affect the reported amounts of assets, liabilities, revenue, expenses and
the related disclosures. 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.

There have been no material changes in our critical accounting policies from
those disclosed in our Annual Report on Form 10-K dated December 31, 2020, filed
with the Securities and Exchange Commission on February 23, 2021 ("2020 Form
10-K"), under the heading Management's Discussion and Analysis of Financial
Condition and Results of Operations. For additional information about our
critical accounting policies and estimates, see the disclosure included in our
2020 Form 10-K.

Recently Issued Accounting Pronouncements

See Note 2 of the Notes to the Condensed Consolidated Financial Statements (Unaudited) included elsewhere in this report for a discussion of recent accounting pronouncements and future application of accounting standards.


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