Tom Casey
Analyst · Wedbush Securities. Please go ahead
Thanks Scott. I'm going to spend most of my time focusing on my comments on the Radius acquisition and our 2020 outlook. Let me start by summarizing our 2019 results. Overall, we're pleased with our performance, but again, prioritizing profit growth or revenue growth, we met our goal of being adjusted net income positive in the fourth quarter and over the second half of the year and even achieved adjusted net income profitability over the full year in line with the expectations we set out two years ago. We also exited the year with 20% adjusted EBITDA margins. Our record contribution margin was the key to that profitability. We've worked hard on that over the last three years growing our annual contribution dollars 77% to almost $400 million and our annual contribution margin 760 basis points to 51.7%. We've been able to do that by reducing M&S and O&S as a percent of originations from 3.39% in 2017 to 2.98% in 2019. This is 12% proven efficiency despite growing loan originations by 42% or $3.6 billion to $12.3 billion over the same period. These step change improvements in efficiency have been driven by four things. First, the success of our demand generation and conversion work. Second, the vendor renegotiation efforts and our move to Lehigh within our simplification program. Third, our emphasis on lower cost re-engagement of members from our rapidly growing membership base. Fourth, our data-driven focus on the end-to-end financial performance of each channel. This is enabling us to make better decisions through the funnel that affect credit and lifetime value. Achieving our strategic or financial goals in the last two years sets us up well for our next phase of growth. As we indicated through 2019 we believe a bank charter is an important part of that next phase. So let me turn to our announcement this afternoon that we're acquiring Radius Bank. As Scott set out, creating a marketplace bank, which combines the platform characteristics of our current business with the revenue and funding diversity of Radius Bank creates significant synergies and enhances our earnings power over time. These synergies are compelling and mean that we expect to receive cash payback on the premium and all acquisition costs in about two years. We believe this demonstrates the enormous shareholder value generated from this transaction in addition to the strategic advantages Scott outlined. So let me talk about how that value will be generated. For your reference, we posted the Radius acquisition deck which you can find on our IR website. First, as you can see on Slide 8, Radius will enable LendingClub to participate in a much broader part of the bank value chain, specifically in savings and loan issuance, lower cost of financing and diversified revenue from net interest income on high-quality prime loans held for investment. After completion Radius will become a national bank enabling LendingClub to be its own issuing bank and immediately captured the related economic benefits. We believe this will streamline our banking activities and improve our annual financial performance by approximately $25 million annually. The second benefit is lower cost of funds. As you can see on Slide 9, our expected weighted average cost of funding with Radius will fall by approximately 220 basis points as we shift from higher cost warehouse lines to lower cost deposit funding. We estimate this will save approximately $50 million each year as we grow our deposit base. And finally we will generate additional net interest income. While we will continue to sell most of our loans in our marketplace, we will start to build a loan portfolio of high-quality loans, earning net interest income. We expect to add about 10% of our loan volume per year to reconcile balance sheet. We estimate that for each $1 billion of personal loans, we hold on the balance sheet, we can generate about $40 million of economic profit per year. As we prudently grow the bank's loan portfolio, we expect that we will significantly exceed $40 million annually. In addition to earning predictable net interest income, that will diversify our revenues and increase our resiliency, it will also help us to balance the platform more efficiently. It is important to note that as we grow the Bank that our GAAP net income and EPS will differ from economic profit primarily on accounts of the current expected credit losses or CECL standard for provisioning loan losses. However, the underlying economics are immediately accretive on a cash-on-cash basis. Please note, we are only factoring in to our payback analysis structural synergies that have relatively low execution risk. We believe there are further strategic synergies from becoming a bank. That said, even when we only include the mechanical synergies, the value accretion is significant as you can see on Slide 12. We were forecasting cash payback on the purchase price premium to be approximately two years, more than a 100% accretion to adjusted earnings per share in year two and after we adjust proceeds of provisioning about 50% accretion to GAAP earnings per share by year three. And finally, we estimate that the transaction will reduce tangible book value by approximately $90 million. Suffice it to say, we believe this acquisition is very compelling, use of our capital and improvise to giving cash on cash returns and earnings growth. Once the transaction is completed and the bank is up and running and generating capital, we'll have the flexibility to make some clear and potentially substantial capital allocation decisions. So the strategic fit of Radius in addition to the projected financial returns are tremendous. Let me talk now through some of the details of the transaction. We're paying $185 million to Radius shareholders subject to certain closing adjustments, 75% of which will be in cash with remainder in equity to align and set this to LendingClub shareholders. As you can see on Slide 6, 1.72x tangible book value multiple and 8.8% core deposit premium, the purchase price premium is at the lower end of the other precedent transactions on TBV and core deposits. In addition to the purchase price, we will be paying approximately $20 million of advisor and transaction related costs as part of the purchase agreement. In parallel to the approval process of the acquisition Radius, we are undertaking a number of bank charter related initiatives, specifically the regulatory review process and bank charter preparation work. Taking the regulatory process first, we remain in close contact with regulators who are focused on controls, capital and profitability. This underpins the investment we are making in 2020 and reinforces our focus on prioritizing profitable growth. You'll see that reflected when I lay out our guidance for 2020. I also want to highlight two other prerequisites to clearing our path to any bank charter. First, to comply with federal banking ownership regulations and the support of the transaction, our largest shareholder Shanda has agreed to exchange all of its voting common stock for non-voting stock. As part of the exchange, Shanda will receive payment of $50.2 million. While significant, this payment unlocks substantial shareholder value and clears the path for the acquisition of Radius. And second, the company is also adopting a temporary bank charter protection agreement, also known as a stockholder's rights agreement to maintain compliance with ownership thresholds under federal banking regulations by limiting accumulation of shares, disagreement will expire on the earlier of the completion of the transaction or 18 months. So let's move on to our plans for 2020 which consolidate the gains we made over the last three years and prepare us to maximize the benefits from Radius. I'll start by sketching out the macro assumptions behind our guidance. First, we assume the economy continues to grow, but more slowly given we are in the late stages of the economic cycle. Given that, while we assume that consumer demand remains strong, we expect continued credit tightening across the market that will slow the overall personal loan market growth. Second, we assume late cycle recession concerns will continue and market liquidity premiums will remain elevated and that lower interest rates may be offset by volatile credit spreads. So with that as background, let me go through the two LendingClub's specific factors before jumping into our detailed 2020 guidance. First, while we not expect Radius to directly impact our 2020 results given the regulatory timeframe, we do expect to accelerate some investments in our systems, compliance and regulatory reporting to prepare for Radius and also incur some non-recurring integration costs. And second, as with 2019, we will be prioritizing profitable growth. To be clear, what we mean by that is, we are managing the business to increase contribution margin dollars as a percent of originations because that leverages our scale, which drives profitable growth. Profitable growth is sustainable growth. We've been phenomenally success by doing this, driving up contribution margin dollars as the percentage of originations by 64 basis points over the last three years to 3.19%. Profitable growth is the financial core behind much of our actions. For example, simplifying LendingClub through business process outsourcing, geo-location and vendor consolidation drives contribution margin higher. Investing in new structures and channels to attract new investors, puts the pressure on fair value adjustments in the short term, but by growing demand and reducing in liquidity premium for ASIC for the asset class, it drives contribution margin higher over the longer term. Focusing on higher revenue per member and lower customer acquisition costs by driving end-to-end profitability of loan originations purposely slows origination growth, but drives contribution margin higher. And with Radius, we expect to drive revenue per member higher and customer acquisition costs lower, thereby driving contribution margins even higher. So what does all this mean for 2020 guidance? We expect revenue to grow between $790 million to $820 million, on the borrower side of the marketplace, we expect solid growth and transaction fee revenue with rapidly growing repeat customer originations. On the investor side of the marketplace, we expect good growth and net invested revenue, primarily generated by investor fees on our growing loan service portfolio. We expect growth in our structure program to drive gain on sale revenues higher with offsetting growth and fair value adjustments reflecting our continued investment in growing our investment breadth and depth. We expect adjusted EBIDTA to be in the range of $150 million to $170 million driven by operating leverage from revenue growth, the annualization of the simplification program, who is the contribution margin and continued tight control on costs. This implies to adjusted EBITDA margin between 19% and 21% up from 17.8% in 2019. Equally important, the improvement in the underlying cash flow of the company is broadly tracking EBITDA less CapEx and we expect another year of good cash flow generation in 2020. We expect stock-based compensation charges of approximately $79 million and depreciation, amortization and other net adjustment charges of approximately $54 million. We therefore expect GAAP and adjusted net income profit of between $17 million to $37 million. As usual, our GAAP net income guidance excludes legacy expenses, acquisition expenses and other non-recurring costs including the Shanda exchange. Q1 is our seasonally smallest quarter and also our toughest comparable from 2019 that means we expect Q1 revenues to be broadly flat year-on-year at the midpoint of our guidance range of $170 million to $180 million. We expect adjusted EBITDA between $25 million and $30 million implying adjusted EBTIDA margins between 15% to 17%. We expect stock-based compensation charges of approximately $19 million and depreciation, amortization and other net adjustments charges of approximately $11 million. We expect adjusted net income loss of between 0 and negative $5 million. As you have heard in our remarks, we made great progress over the last few years to reach GAAP net income profitability. We're excited about Radius and believe it is a game changer for LendingClub. While we have still had a lot of work to do, the opportunity to grow our profitability and further build resiliency in our marketplace gives us further confidence in 2020 and beyond. Scott, back to you.