ondk investor presentation may'16 (2)

8/17/2019 ONDK Investor Presentation May'16 (2)

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Company Presentation

May 2016


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Forward

-

Looking Statements

This presentation, including the accompanying oral presentation (collectively, this “presentation”), does not constitute an offer to sell or the ssecurities. This presentation is provided by On Deck Capital, Inc. (“OnDeck”) for informational purposes only. No representations expressOnDeck or any other person as to the accuracy or completeness of the information contained herein.

This presentation contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 andlooking statements include statements about scalability, growing distribution channels, credit predictability and information concerning oubusiness plans and objectives, potential growth opportunities, financing plans, competitive position, industry environment and potential mlooking statements can also be identified by words such as "will," "enables," "expects," "allows," "continues," "believes," "anticipates," "estForward-looking statements are neither historical facts nor assurances of future performance. They are based only on our current beliefs,regarding the future of our business, anticipated events and trends, the economy and other future conditions. Moreover, we do not assumeand completeness of forward-looking statements. As such, they are subject to inherent uncertainties, changes in circumstances, knownfactors that are difficult to predict and in many cases outside our control.

As a result, you should not rely on any forward-looking statements. Our expected results may not be achieved, and actual resultsexpectations. Important factors that could cause actual results to differ from our forward-looking statements are the risks that we may not beor actual growth effectively, that our credit models do not adequately identify potential risks, and other risks, including those under the headiReport on Form 10-K for the year ended December 31, 2015 and in other documents that we file with the Securities and Exchange Commiswhich are available on the SEC website at www.sec.gov. We undertake no obligation to publicly update any forward-looking statements for apresentation to conform these statements to actual results or to changes in our expectations, except as required by law.

In addition to the U.S. GAAP financial information, this presentation includes certain non-GAAP financial measures. We believe that nonuseful supplemental information for period-to-period comparisons of our core business and is useful to investors and others in understandinresults. These non-GAAP measures have not been calculated in accordance with U.S. GAAP. You should not consider them in isolation or aour results under U.S. GAAP. There are a number of limitations related to the use of these non-GAAP measures versus their nearest GAneither Adjusted EBITDA nor Adjusted Net (Loss) Income is a substitute for Net (Loss) Income and Operating expense (or any of its cocompensation is not a substitute for Operating expense (or any of its components) presented under GAAP. In addition, other companies mameasures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAPcomparison. Adjusted EBITDA excludes some recurring costs, including interest expense associated with debt used for corporate pucompensation, depreciation and amortization expense and fair value adjustment for our warrant liability. Therefore Adjusted EBITDA does nnon-cash impact of stock-based compensation or working capital needs that will continue for the foreseeable future. Adjusted Net (Loss)compensation expense and warrant liability fair value adjustment which will continue for the foreseeable future and therefore will general(Loss) Income determined in accordance with GAAP. Please refer to the Non-GAAP Reconciliations at the end of this presentation for a dmeasures and a reconciliation to Net (Loss) Income.


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$4 Billion+ total originations

Scalable financial model

5th Generation proprietary credit scoring model

50,000+ small businesses served

78 net promoter score 1

37% y-o-y originations growth

A Leading Online Platform for Small Business Le

1. Based on OnDeck’s Direct channel.

1,1581,874

416

2014 2015 Q1 '1

Originations$MM

158255

56

2014 2015 Q1 '1

Gross Revenue$MM

572890

675

2014 2015 Q1 '1

Loans Under Management$MM


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Investment Highlights

Massive and underserved market

Proprietary analytics and scoring models

Integrated and scalable technology platform

Diversified customer acquisition channels

Robust funding platform

Experienced management team

Attractive financial profile


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Small Business Lending Market is Massive and U

Sources: U.S. SBA, FDIC 12/31/15, OliverWyman, How “New-Form Lending” Will Shape Banks’ Small Business Strategies, 20131. As of March 31, 2016. Loans Under Management represents the UnpaidPrincipal Balance plus the amount of principal outstandingof loans held for sale, excludingnetdeferred origination costs, plus theamount of principal outstanding of term loans we serviced for others at the end of theperiod.

$80-120Bn

UnmetDemand for Small

Business Linesof Credit

On

$80-120BnUnmet

Demand for SmallBusiness Lines

of Credit

$193BnBusiness Loan

Balances Under$250,000 inthe U.S.in Q4 ꞌ15

28MMU.S. Small Businesses

OnDeck Unique US Small

Businesses Served

50K+


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Credit Card Rev. Cash Rev. Monthly Exp. Inventory & Payroll

Landscaping Rev. Snow Removal Rev. Monthly Exp. Fuel & Payroll

Repair Rev. Subcontractor Rev. Monthly Exp. Supplies & Payroll

• Diverse businmanual under

• Technology an

limitations

• Lack of standabusiness cred

Diversity of Small Businesses Creates Challengefor Traditional Lenders…

CHALLENGETRADITIONA

Cash Flow ProfileRestaurant

Landscaping Company

Plumbing Company

Q1 Q2 Q3 Q4


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…Leading to a Frustrating Borrowing Experiencefor Small Businesses

FRUSTRATIONS FSMALL BUSINESS

• Time consuming offli

• Non-tailored credit as

• Product mismatch

• Rigid collateral requir


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The OnDeck Sco re ® Proprietary and Purpose Built for Small Business

100+external data sources

5th Generationproprietary credit scoring model

10 Million+small businesses in proprietary database

2,000+data points per application

• Probabilistic record linkag

• Dimensionality reduction

• Ensemble learning

• Exhaustive cross validatio

• Feature engineering

• Adaptive learning

Proprietary DataAnalysis Platform

PublicRecords

Credit

Data

Social

Data

Proprietary

Data

Transactional

Data

Accounting

Data


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Acceptance Rate (%)

OnDeck Score Personal Credit Score Random

Resulting in Funding SignLoans for the Same Risk…

More Accurate than the Personal Credit Scoreat Predicting Bad Credit Risk1…

We Rely on the OnDeck Score for Greater AccuraPredictability and Access

1. Analysis on OnDeck Score v5 using actual OnDeck loan performance data.

90%

100%

0%100% 40% 20% 10% 0%

% o

f D e

f a u l t s E l i m i n a t e d

10%

10

20

Random Personal CrediScore

OnDeck Score


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OnlineMinutes1

AutomatedReview As Fast AsImmediately3

The OnDeck Solution for Small Business Lending

1. Application time depends on customer having the required documentation available.

2. Source: Small business survey conducted by the Federal Reserve Bank of New York, Spring 2014.3. Approximately 1/3 of customers are subjected to secondary, manual review process.

ApproveApply

Offline33 Hours2

ManualReviewWeeks or Months

Traditional

Lending


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Use Case

Size $5,000 – $500,000 $5,000 – $1

Term 3 – 36 months 6 month

Pricing4Annual Interest Rate as low as 5.99%1

Average 41% APR213.99% – 39

Payment Automated daily or weekly payments Automated week

Availability Renewal opportunity at ~50% paid down Draw on-de

Tailored Products for Small Businesses

1. For select customers.

2. Based on Q1 ꞌ16.3. 6 months reset upon each draw.

4. Pricing available through certain OnDeck strategic partners or channels may vary.

Term Loan(Launched in 2007)

Line of C(Launched

HiringNewStaff

BuyingInventory

Marketing Managing Ca


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7 YeMedian Time

$630,000Median Annual Revenue

700+Industries

50,0Small Busine

Established and Diverse Customer Base


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OnlineCustomerExperience

DataAggregation,

Analyticsand Scoring

TechnologyPowered

Servicing &Collections

Integrated and Scalable Technology Platform

$4 Billion+Total Originations

90,000+Total Loans

10 Million+Customer Payment


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Diversified and Growing Distribution Channels

Numbers represent loan units.

7,103

18,79029,516

2013 2014 2015

Direct &StrategicPartners

5,9558,131 7,625

2013 2014 2015

FundingAdvisors

80%

Direct and Strategic Pa

Channel Mi


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Expanding Partner EcosystemOnDeck Enabling Partners to Expand Core Solutions and Value Added

ISOProce

SMBSolutions

OnlineLending

Banks

as a service

Includes affiliates, subsidiaries and divisions.


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Hybrid Funding Model Focused on Diversity

Funding mix includes the principal balance outstanding in Loans Under Management as of March 31, 2016 for loans financed with funding debt or sold to OnDeckMarketplace investors.

OnDeck

Marketplace ®

Target Mix75-85% of Term Loan

Originations15-25% of Term Loan

Originations

InvestorType

Investors Seeking FixedReturns

Investors Seeking VariableReturns

FlexibilityScalable as Originations

Grow

Greater Product and

Investor Flexibility

Cost Low Cost Execution Profitable Revenue Stream

ResiliencyCapital-Light Structure,

Equity Contribution AlignsInterests

Diversified Risk Exposure,Servicing Fee Aligns

Interests

Securitization /

Warehouse

Marketplace

Funding M


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Net Charge-offs by Cohort 1

Consistent Portfolio Performance Over Time

1. Represents net lifetime charge-offs of the unpaid principal balances charged off less recoveries of loans previously charged off. A given cohort’s net lifetime charge-off raticohort’s net lifetime charge-offs through March 31, 2016 divided by the cohort’s total original loan volume. Repeat loans in both thenumerator anddenominator include the fullprincipal amount. Thechart includes all term loan originations, regardless of funding source, includingloans sold through our OnDeck Marketplace or held for sale on our balanc

2. As of March 31, 2016, principal balance of all term loans in Loans Under Management still outstanding was 0% for all cohorts except the 2014, Q1 ‘15, Q2 ’15, Q3 ’15, Q4 ’15cohorts, which hadprincipal outstanding of 0.5%, 4.0%, 9.9%, 28.0%, 60.4% and 87.7%, respectively.

3. Represents theinitial contractual term at origination.

2

5.5%

9.0%

6.4%

4.4%

5.5%

6.9% 6.9% 7.0%

6.2%

5.1%

3.1%

2007 2008 2009 2010 2011 2012 2013 2014 Q1 '15 Q2 '15 Q3 '22

9.6 11.1 8.8 7.5 8.7 9.2 10.0 11.2 11.9 11.9 12.3Avg. Term(months)3


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Growth Strategy

Brand and direct

marketing

Strategic partnerships

Data and analytics

Product expa

Expand custlifetime value

International


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Industry Leading Management Team

Noah

BreslowCEO

James

HobsonCOO

Paul

RosenSales

Howard

KatzenbergCFO

Zhengyuan

LuCapital Markets

Krishna

VenkatramanData & Analytics

Pamela

RiceTechnology

Andrea

GellertMarketing

Management Team Team Experience

Board of Directors

David HartwigSapphire Ventures

Bruce P. NolopE*TRADE Financial Corporation

Neil WolfsonSF Capital Group

Sandy Miller Institutional Venture Partners

Noah BreslowChairman of the Board

Jane J. ThompsonWalmart Financial ServicesCFPB Advisory Board

Ronald VerniSage Software

James Robinson IIIRRE Ventures American Express

Cory

Kampfer Legal


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Capital Light Funding Model

Compelling Customer LTV

Demonstrated Operating Leverage

Sustainable Growth

Financial Highlights


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$113 $137$174

$233$320

$382$466

$572

$675$719

$781

Consistent Loans Under Management Growth

100% 100% 100%93% 88%

89%91% 86%

81% 72% 65%

14%19% 28%

35%

Q1 '13 Q2 '13 Q3 '13 Q4 '13 Q1 '14 Q2 '14 Q3 '14 Q4 '14 Q1 '15 Q2 '15 Q3 '15

($MM)

2013

The sum of the quarters may not exactly match the annual numbers due to rounding

2014 2015

Balance Sheet LoansOnDeck Marketplace UPB


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$11$14 $18

$23$29

$36

$44$50

$56$63

$67

Strong Revenue Growth

98% 97%98% 94%

92%93%

93% 90% 86% 79% 72%

14%21% 28%

Q1 '13 Q2 '13 Q3 '13 Q4 '13 Q1 '14 Q2 '14 Q3 '14 Q4 '14 Q1 '15 Q2 '15 Q3 '15

($MM)

2013

The sum of the quarters may not exactly match the annual numbers due to rounding

2014 2015

Interest IncomeGain on Sale and Other Revenue


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Revenues Expenses

–

Illustrative Loan Economics

=

Origination Fee

Interest Income

Losses

Funding Costs

Processingand Servicing

Acquisition

-


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Compelling Customer Lifetime Value

1. Includes upfront internal and external commissions as well as direct marketing expenses.

2. Contribution is defined to include interest income and fees collected on initial and repeat loans, less acquisition costs for repeat loans, less the following items for both initial aestimatedthird party processing andservicing expenses, estimated funding costs (excluding anycost of equity capital) andcharge offs. For this purpose, processing and servicinestimated based on the mix of new and renewal originations and outstanding principal balances. Includes all loans originated in the period. New and repeat loans sold funding cbased on the average on-balance sheet cost of funds rate in the period. Estimates may be adjustedin subsequent periods to reflect updated information.

3. Return on Investment (ROI) is contribution divided by initial acquisition cost. Acquisitioncosts include upfront internal and external commissions as well as direct marketing expen4. Figures may not foot due to rounding.

All Customers Acquired in 2013• Average 2.4 loans per customer through 10 quarters

($MM)

2013

$27$17

$8

$9

$7

$7

AcquisitionCost1

Contribution2 +Q2 +Q3 +Q4 +Q5 +Q6

$6

+Q7

$20

$5

+Q8

$3

+Q9 +Q10

$5

2.6xROI

C f


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($MM)

1. Includes upfront internal and external commissions as well as direct marketing expenses.

2. Contribution is defined to include interest income and fees collected on initial and repeat loans, less acquisition costs for repeat loans, less the following items for both initial arepeat loans: estimated third party processing and servicing expenses, estimated funding costs (excluding any cost of equity capital) and charge offs. For this purpose, procesand servicing expenses are estimated based on the mix of new and renewal originations and outstanding principal balances. Includes all loans originated in the period. New o

repeat loans sold funding cost is estimated based on the average on balance sheet cost of funds rate in the period.3. Figures may not foot due to rounding.

2014

$46$37

$16

AcquisitionCost1

Contribution2 +Q2 +Q3 +Q4 +Q5

2.8R

aft6 qua

o

$1Ret

$4Inves

$40

$14

$12

Customer Lifetime Value Has Increased 2014 vs 2

+Q6

$10

All Customers Acquired in 2014• Average 2.0 loans per customer through 6 quarters

• 2013 cohort was 2.6x ROI at comparable seasoning

ThroMar 31

Lif ti V l I i O Ti


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Lifetime Value Improving Over Time

1. Cumulative Contribution as defined on theprevious page.

2. Return on Investment (ROI) as defined on the previous page.

Return on InvestCohort Contribution Per Customer 1

$(2,000)

$3,000

$8,000

2014

2013

All Customers Acquired in 2013 and 2014

• At comparable seasoning points, 2014 shows improved returns.

2

0.5x

1.5x

2.5x

3.5x

+6 Quarters +10 Quarters +6 Q

D t t d O ti L


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Provision Rate

Demonstrated Operating Leverage

Cost of Funds Rate

1. Please see page 35 for a Non-GAAP Expense Reconciliation.

Operating Expense ex. SBC of Originations

10%

7%

8%

2013 2014 20

S&M ex. SBC T

P&S ex. SBC G

Operating lescale

11.3%

6.2% 5.5% 5.5%

2013 2014 2015 3M '16

6.0% 6.6% 5.8% 5.8%

2013 2014 2015 3M '16

Adj t d EBITDA d Adj t d N t (L

) I


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Adjusted EBITDA and Adjusted Net (Loss) Incom

See appendix for a reconciliation of these non-GAAP measures.

($0.2)

$16.2

($1.8)

($7.3

($4.6)

$10.3

($3.3)

Adjusted EBITDA Adjusted Net (Loss) Income

2014 2015 Q1 ꞌ15 Q

B ilding Shareholder Val e


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Building Shareholder Value

Expand our addressable market and increase customer lifetime vaspectrum of SMB credit products and by investing in long-term custome

Drive sustainable net revenue growth for the longer term, prioritizing quality across the portfolio

Leverage technology and analytics leadership to extend our competwhile driving operating leverage and enhancing profitability

Diversify our funding sources by type and investor to balance risk retflexibility and resiliency over an economic cycle


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APPENDIX

1

Illustrative $100

1

Loan Accounting and Economic


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Illustrative $1001 Loan Accounting and Economic

1. Carrying value. The foregoing table is for illustrative purposes only. It reflects the difference in the initial accounting treatment underGAAP between selling a hypothetical $100 loan under Marketplace compared to holding such loan on balance sheet. The actualresults may vary materially based on a variety of factors including but not limited to the rate and amount of interest collected, actualgain on sale, servicing fees, the term of a loan, the period a loan is held before it is sold, cost of funds and delinquency and chargeoffs compared to the assumed provision rate.

2. Assumes Q1 ‘16 Marketplace Gain on Sale Rate. Funding Costs do not include cost of equity.

Marketplace Accounting

AtOrigination

FuturePeriods

Total

Interest Income -

Gain on Sale2 $6 $6

Servicing Fee ~$0 $0

Provision Expense -

Funding Costs -

Net Revenue $6 ~$0 $6

AtOrigination

Interest Income

Gain on Sale

Servicing Fee

Provision Expense ($6)

Funding Costs

Net Revenue ($6)

Balance Sheet Accounting

$3 difference2

$9 diffe

Net Cumulative Lifetime Charge

off

Ratios

All L


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Net Cumulative Lifetime Charge-off Ratios – All L

As of March 31, 2016, net charge-off as a percentage of original loan amount for all term loan originations, regardless of funding source, including loans sold through OnDeck Marke

held for sale on our balance sheet.

Current Debt Facilities: Considerable Existing Ca


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Current Debt Facilities: Considerable Existing Ca

1. Total funding debt principal. Balances and capacities as of March 31, 2016, subject to borrowing conditions.

2. The period during which remaining cash flow can be used to purchase additional loans expires April 30, 2016.

3. The period during which new borrowings may be made expires in August 2016.

4. While the lenders under our corporate debt facility and partner synthetic participation have direct recourse to us as the borrower thereunder, lenders to our subsidiaries do not have

direct recourse to us.5. Gross of $3.7 million in deferred debt issuance costs. GAAP Total Funding Debt is $465.6 million.

($MM) Maturity DateWA Interest

RatePrincipa

Outstand

Funding Debt 1,4

OnDeck Asset Securitization Trust LLC May-18 2 3.4% $175

Prime OnDeck Receivable Trust, LLC June-17 2.7% 78

Receivable Assets of OnDeck, LLC May-17 3.4% 79

OnDeck Account Receivables Trust 2013-1 LLC Sept-17 2.7% 33

On Deck Asset Company, LLC May-17 8.7% 35

Small Business Asset Fund 2009 LLC Apr 2016 through Aug 2017 6.7% 9

On Deck Asset Pool, LLC Aug-17 3 5.0% 52

Partner Synthetic Participations 4 Apr 2016 through Feb 2018 Various 6

Total Funding Debt $469.3

Corporate Debt 1,4

On Deck Capital, Inc. Oct-16 4.50% $2

Supplemental Key

Performance Metrics

Revision


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530 535 513 533608535 550 541 565

631

Q1 '15 Q2 '15 Q3 '15 Q4 '15 Q1 '16

Supplemental Key Performance Metrics Revision

Average Loans$MM

Revised Historical

393 383 360 366425386 364 352 364

419

Q1 '15 Q2 '15 Q3 '15 Q4 '15 Q1 '16

Average Funding Debt Outstanding$MM

36.7% 37.6% 37.9%

37.6%35.9%

34.8%

Q1 '15 Q2 '15 Q3 '15

Effective Interest Yield

Cost of Funds Rate

5.1% 5.0%

5.7%

5.2% 5.2%

5.8%

Q1 '15 Q2 '15 Q3 '15

1. Beginning with the quarter ended March 31, 2016, theCompany refined the calculation of Effective Interest Yield (EIY) and certain related definitions to reflect the substantial growof OnDeck Marketplace and to present EIY on a business day adjusted basis. In addit ion, effective January 1, 2016, the company adopted a new a GAAP requirementpresentation of deferred debt issuance costs related to average funding debt outstanding. To enhance comparability of prior periods, the above table contains the relevant KeMetrics (1) as originally presented historically and (2)as revised to conform to the adoption of the 2016 calculation methodology and the retrospective application of the new GAA

regarding the presentation of deferred debt issuance costs. For summary purposes only andis qualified in its entirety by the descriptions of theKey Performance Metrics in our eaissued February 22, 2016.

Three Months Ended / Ending

Annualization Table Q1 ‘15 Q2 ‘15 Q3 ‘15 Q4 ‘15 Q1 ‘16 Q2 ‘16

Business Days in Period 61 64 65 62 62 64

Annualization Factor 4.1311 3.9375 3.8769 4.0645 4.0645 3.9375

Non GAAP Operating Expense Reconciliation


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Non-GAAP Operating Expense Reconciliation

Sales and Marketing Non-GAAP Expense Reconciliat

($MM) 2014

GAAP expense $33

Stock-based compensation (0

Expense excluding stock-based compensation $32

Percentage of Gross RevenueGAAP expense 21.0


Expense excluding stock-based compensation 20.6

Percentage of Originations

GAAP expense 2.9



Technology and Analytics Non-GAAP Expense Reconciliation

($MM) 2014 2015 Q1 '15 Q1 '16

GAAP expense $17.4 $42.7 $8.6 $14.1

Stock-based compensation (0.5) (2.4) (0.4) (0.8)

Expense excluding stock-based compensation $16.9 $40.3 $8.2 $13.3

Percentage of Gross RevenueGAAP expense 11.0% 16.7% 15.2% 22.5%


Expense excluding stock-based compensation 10.7% 15.8% 14.5% 21.2%

Processing and Servicing Non-GAAP Expense Reconciliation

($MM) 2014 2015 Q1 '15 Q1 '16

GAAP expense $8.2 $13.1 $2.7 $4.2



Percentage of Gross Revenue

GAAP expense 5.2% 5.1% 4.8% 6.7%



General and Administrative Non-GAAP Expense Reconciliation

($MM) 2014 2015 Q1 '15 Q1 '16

GAAP expense $21.7 $45.3 $9.6 $9.7



Percentage of Gross Revenue

GAAP expense 13.7% 17.8% 17.0% 15.5%



Figures may not foot due to rounding.

Operating expense (or its components) excluding stock-based compensation expense and the percentages computed using those metrics are not presented in accordance with GAAP

non-GAAP financial measures. Management believes they can provide useful supplemental information to investors and others for comparisons in understanding and evaluating our oexpenses without the impact of non-cash stock-based compensation which can vary significantly from period to period.

Total Operating Expense Non-GAAP Reconciliation

($MM) 2014

GAAP expense $80


Expense excluding stock-based compensation $77Percentage of Originations

GAAP expense 7.0



Non

-

GAAP Adjusted EBITDA Reconciliation


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Adjusted EBITDATwelve Months Ended

December 31,Three Months Ended

March 31,

(000s) 2014 2015 2015 2016

Net Loss ($18,708) ($2,231) ($5,343) ($13,14

Adjustments:

Corporate Interest Expense 398 306 106

Income Tax Expense – – –

Depreciation and Amortization 4,071 6,508 1,378 2,0

Stock-Based Compensation Expense 2,842 11,582 2,042 3,7

Warrant Liability Fair Value Adjustment 11,232 – –

Adjusted EBITDA ($165) $16,165 ($1,817) ($7,2

Non-GAAP Adjusted EBITDA Reconciliation

Adjusted EBITDA represents our net income (loss), adjusted to exclude interest expense associated with debt used for corporate purposes (rather than funding costs associated wlending activities), income tax expense, depreciation and amortization, stock-based compensation expense and warrant liability fair value adjustment. EBITDA is impacted by changfrom period to period in the fair value of the liability related to preferred stock warrants . Management believes that adjust ing EBITDA to eliminate the impact of the changes in fair vof these warrants is useful to analyze the operating performance of the business, unaffected by changes in the fair value of preferred stock warrants which are not relevant to the

ongoing operations of the business. All such preferred stock warrants converted to common stock warrants upon initial our initial public offering in December 2014.

Non

-

GAAP Adjusted (Loss)

Income

Reconciliatio


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Adjusted Net (Loss) IncomeTwelve Months Ended

December 31,Three Months Ended

March 31,

(000s) 2014 2015 2015 2016

Net Loss ($18,708) ($2,231) ($5,343) ($13,1

Adjustments:

Stock-Based Compensation Expense 2,842 11,582 2,042 3,7

Net Loss Attributable to Noncontrolling Interest – 958 – 5

Warrant Liability Fair Value Adjustment 11,232 – –

Adjusted Net (Loss) Income ($4,634) $10,309 ($3,301) ($8,8

Non GAAP Adjusted (Loss) Income Reconciliatio

Adjusted Net Income (Loss) per share represents our net income (loss) adjusted to exclude net loss attributable to noncontrolling interest, stock-based compensation expense andliability fair value adjustment, each on the same basis and with the same limitations as described above for Adjusted EBITDA, divided by the weighted average common shares ouduring the period. Adjusted Net Income (Loss) per share does not include the impact of accretion of dividends on redeemable convertible preferred stock or Series A and B preferr

redemptions. All such preferred stock converted to common stock upon our initial public offering in December 2014.

ondk investor presentation may'16 (2)

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