The following Management's Discussion and Analysis of Financial Condition and
Results of Operations ("MD&A;") is intended to help the reader understand our
business, our results of operations and our financial condition. The MD&A; is
provided as a supplement to, and should be read in conjunction with our
unaudited condensed consolidated financial statements and the related notes and
other financial information included elsewhere in this Quarterly Report on Form
10-Q.
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 "Note About Forward-Looking Statements" section of this Quarterly
Report on Form 10-Q 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. We generally refer to loans, customers and other information and data
associated with each of our brands (Rise, Elastic and Today Card) as Elevate's
loans, customers, information and data, irrespective of whether Elevate directly
originates the credit to the customer or whether such credit is originated by a
third party.
OVERVIEW
We provide online credit solutions to consumers in the US who are not
well-served by traditional bank products and who are looking for better options
than payday loans, title loans, pawn and storefront installment loans. Non-prime
consumers now represent a larger market than prime consumers but are riskier to
underwrite and serve with traditional approaches. We're succeeding at it - and
doing it responsibly - with best-in-class advanced technology and proprietary
risk analytics honed by serving more than 2.7 million customers with $10.0
billion in credit. Our current online credit products, Rise, Elastic and Today
Card, reflect our mission to provide customers with access to competitively
priced credit and services while helping them build a brighter financial future
with credit building and financial wellness features. We call this mission "Good
Today, Better Tomorrow."
We earn revenues on the Rise installment loans, on the Rise and Elastic lines of
credit and on the Today Card credit card product. Our revenue primarily consists
of finance charges and line of credit fees. Finance charges are driven by our
average loan balances outstanding and by the average annual percentage rate
("APR") associated with those outstanding loan balances. We calculate our
average loan balances by taking a simple daily average of the ending loan
balances outstanding for each period. Line of credit fees are recognized when
they are assessed and recorded to revenue over the life of the loan. We present
certain key metrics and other information on a "combined" basis to reflect
information related to loans originated by us and by our bank partners that
license our brands, Republic Bank, FinWise Bank and Capital Community Bank
("CCB"), as well as loans originated by third-party lenders pursuant to CSO
programs, which loans originated through CSO programs are not recorded on our
balance sheet in accordance with US GAAP. See "-Key Financial and Operating
Metrics" and "-Non-GAAP Financial Measures."
We use our working capital and our credit facility with Victory Park Management,
LLC ("VPC" and the "VPC Facility") to fund the loans we directly make to our
Rise customers. The VPC Facility has a maximum total borrowing amount available
of $200 million at March 31, 2022.
We also license our Rise installment loan brand to two banks. FinWise Bank
originates Rise installment loans in 17 states. This bank initially provides all
of the funding, retains 4% of the balances of all of the loans originated and
sells the remaining 96% loan participation in those Rise installment loans to a
third-party SPV, EF SPV, Ltd. ("EF SPV"). These loan participation purchases are
funded through a separate financing facility (the "EF SPV Facility"), and
through cash flows from operations generated by EF SPV. The EF SPV Facility has
a maximum total borrowing amount available of $250 million. We do not own EF
SPV, but we have a credit default protection agreement with EF SPV whereby we
provide credit protection to the investors in EF SPV against Rise loan losses in
return for a credit premium. As the primary beneficiary, Elevate is required to
consolidate EF SPV as a variable interest entity ("VIE") under US GAAP and the
condensed consolidated financial statements include revenue, losses and loans
receivable related to the 96% of the Rise installment loans originated by
FinWise Bank and sold to EF SPV.
                                       39
--------------------------------------------------------------------------------
Beginning in the third quarter of 2020, we also license our Rise installment
loan brand to an additional bank, CCB, which originates Rise installment loans
in three different states than FinWise Bank. Similar to the relationship with
FinWise Bank, CCB initially provides all of the funding, retains 5% of the
balances of all of the loans originated and sells the remaining 95% loan
participation in those Rise installment loans to a third-party SPV, EC SPV, Ltd.
("EC SPV"). These loan participation purchases are funded through a separate
financing facility (the "EC SPV Facility"), and through cash flows from
operations generated by EC SPV. The EC SPV Facility has a maximum total
borrowing amount available of $100 million. We do not own EC SPV, but we have a
credit default protection agreement with EC SPV whereby we provide credit
protection to the investors in EC SPV against Rise loan losses in return for a
credit premium. As the primary beneficiary, Elevate is required to consolidate
EC SPV as a VIE under US GAAP and the condensed consolidated financial
statements include revenue, losses and loans receivable related to the 95% of
the Rise installment loans originated by CCB and sold to EC SPV.
The Elastic line of credit product is originated by a third-party lender,
Republic Bank, which initially provides all of the funding for that product.
Republic Bank retains 10% of the balances of all loans originated and sells a
90% loan participation in the Elastic lines of credit. An SPV structure was
implemented such that the loan participations are sold by Republic Bank to
Elastic SPV, Ltd. ("Elastic SPV") and Elastic SPV receives its funding from VPC
in a separate financing facility (the "ESPV Facility"), which was finalized on
July 13, 2015. We do not own Elastic SPV, but we have a credit default
protection agreement with Elastic SPV whereby we provide credit protection to
the investors in Elastic SPV against Elastic loan losses in return for a credit
premium. Per the terms of this agreement, under US GAAP, we are the primary
beneficiary of Elastic SPV and are required to consolidate the financial results
of Elastic SPV as a VIE in our condensed consolidated financial statements. The
ESPV Facility has a maximum total borrowing amount available of $350 million at
March 31, 2022.
Today Card is a credit card product designed to meet the spending needs of
non-prime consumers by offering a prime customer experience. Today Card is
originated by CCB under the licensed MasterCard brand, and a 95% participation
interest in the credit card receivable is sold to us. These credit card
receivable purchases are funded through a separate financing facility (the "TSPV
Facility"), and through cash flows from operations generated by the Today Card
portfolio. The TSPV Facility has a maximum commitment amount of $50 million,
which may be increased up to $100 million. As the lowest APR product in our
portfolio, Today Card allows us to serve a broader spectrum of non-prime
Americans. The Today Card experienced significant growth in its portfolio size
despite the pandemic due to the success of our direct mail campaigns, the
primary marketing channel for acquiring new Today Card customers. We are
following a specific growth plan to grow the product while monitoring customer
responses and credit quality. Customer response to the Today Card is very
strong, as we continue to see extremely high response rates, high customer
engagement, and positive customer satisfaction scores.
In January 2022, we collaborated with Central Pacific Bank ("CPB") to invest in
the launch of a new fintech company, Swell Financial, Inc. ("Swell"). The Swell
App includes several groundbreaking features to help customers automatically
control their spending, tackle debt, and invest in exclusive private market
opportunities with as little as $1 thousand. We will help CPB and Swell offer
the Swell Credit line of credit product with APRs between 8% and 24%. Our
current total investment carrying value in Swell, using equity method
accounting, is $5.5 million and we have a non-controlling interest in Swell.

Our management evaluates our financial performance and our future strategic objectives using key indicators based primarily on the following three themes:

•Revenue growth.   Key metrics related to revenue growth that we monitor by
product include the ending and average combined loan balances outstanding, the
effective APR of our product loan portfolios, the total dollar value of loans
originated, the number of new customer loans made, the ending number of customer
loans outstanding and the related customer acquisition costs ("CAC") associated
with each new customer loan made. We include CAC as a key metric when analyzing
revenue growth (rather than as a key metric within margin expansion).
•Stable credit quality.   Since the time they were managing our legacy US
products, our management team has maintained stable credit quality across the
loan portfolio they were managing. Additionally, in the periods covered in this
Management's Discussion and Analysis of Financial Condition and Results of
Operations, we have maintained our strong credit quality. With the adoption of
fair value for the loans receivable portfolio effective January 1, 2022, the
credit quality metrics we monitor include net charge-offs as a percentage of
revenues, change in fair value of loans receivable as a percentage of revenues,
the percentage of past due combined loans receivable - principal and net
principal charge-offs as a percentage of average combined loans
receivable-principal. Prior to our adoption of fair value for the loans
receivable portfolio effective January 1, 2022, our credit quality metrics also
included the combined loan loss reserve as a percentage of outstanding combined
loans and total provision for loan losses as a percentage of revenues. Under
fair value accounting, a specific loan loss reserve is no longer required to be
recognized as a credit loss estimate is a key assumption used in measuring fair
value. See "-Non-GAAP Financial Measures" for further information.
                                       40
--------------------------------------------------------------------------------
•Margin expansion.   We aim to manage our business to achieve a long-term
operating margin of 20%. In periods of significant loan portfolio growth, our
margins may become compressed due to the upfront costs associated with
marketing. Prior to our adoption of fair value for the loans receivable
portfolio, we incurred upfront credit provisioning expense associated with loan
portfolio growth. When applying fair value accounting, estimated credit loss is
a key assumption within the fair value assumptions used each quarter and
specific loan loss allowance is no longer required to be recognized. As we
continue to rebuild and scale our portfolio from the impacts of COVID-19, we
anticipate that our direct marketing costs primarily associated with new
customer acquisitions will be approximately 10% of revenues and our operating
expenses will decline to 20% of revenues. While our operating margins may exceed
20% in certain years, such as in 2020 when we incurred lower levels of direct
marketing expense and materially lower credit losses due to a lack of customer
demand for loans resulting from the effects of COVID-19, we do not expect our
operating margin to increase beyond that level over the long-term, as we intend
to pass on any improvements over our targeted margins to our customers in the
form of lower APRs. We believe this is a critical component of our responsible
lending platform and over time will also help us continue to attract new
customers and retain existing customers.

Choice of fair value option

Prior to January 1, 2022, we carried our combined loans receivable portfolio at
amortized cost, net of an allowance for estimated loan losses inherent in the
combined loan portfolio. Effective January 1, 2022, we elected the fair value
option to account for all our combined loan portfolio in conjunction with our
early adoption of Measurement of Credit Losses on Financial Instruments ("ASU
2016-13") and the related amendments. We believe the election of the fair value
option better reflects the value of our portfolio and its future economic
performance as well as more closely aligns with our decision-making processes
that relies on unit economics that align with discounted cash flow methodologies
that are utilized in fair value accounting. Refer to Note 1 for discussion of
the election and its impact on our accounting policies.
In accordance with the transition guidance, on January 1, 2022, we released the
allowance for loan losses and measured the combined loans receivable at fair
value at adoption. The cumulative-effect adjustment, net of tax, was recognized
collectively as a net increase of $98.6 million to opening Retained earnings.
In comparing our current period results under the fair value option to prior
periods, it may be helpful to consider that loans receivable are carried at fair
value with changes in fair value of loans receivable recorded in the Condensed
Consolidated Statements of Operations. The fair value takes into consideration
expected lifetime losses of the loans receivable, whereas the prior method
incorporated only incurred losses recognized as an allowance for loan losses. As
such, changes in credit quality, amongst other significant assumptions,
typically have a more significant impact on the carrying value of the combined
loans receivable portfolio under the fair value option. See "-Non-GAAP Financial
Measures" for further information.

Impact of COVID-19

The COVID-19 pandemic and related restrictive measures taken by governments,
businesses and individuals caused unprecedented uncertainty, volatility and
disruption in financial markets and in governmental, commercial and consumer
activity in the United States, including the markets that we serve. As the
restrictive measures have been eased in certain geographic locations, the U.S.
economy has begun to recover, and with the availability and distribution of
COVID-19 vaccines, we anticipate continued improvements in commercial and
consumer activity and the U.S. economy. While positive signs exist, we recognize
that certain of our customers are experiencing varying degrees of financial
distress, which may continue, especially if new COVID-19 variant infections
increase and new economic restrictions are mandated.
In 2020, we experienced a significant decline in the loan portfolio due to a
lack of customer demand for loans resulting from the effects of COVID-19 and
related government stimulus programs. These impacts resulted in a lower level of
direct marketing expense and materially lower credit losses during 2020 and
continuing into early 2021. Beginning in the second quarter of 2021, we
experienced a return of demand for the loan products that we, and the bank
originators we support, offer, resulting in significant growth in the loan
portfolio from that point. This significant loan portfolio growth resulted in
compressed margins in 2021 due to the upfront costs associated with marketing
and credit provisioning expense related to growing and "rebuilding" the loan
portfolio from the impacts of COVID-19. We continue to target loan portfolio
originations within our target CACs of $250-$300 and credit quality metrics of
45-55% of revenue which, when combined with our expectation of continuing
customer loan demand for our portfolio products, we believe will allow us to
return to our historical performance levels prior to COVID-19 after initially
resulting in earnings compression.
                                       41
--------------------------------------------------------------------------------
Both we and the bank originators are closely monitoring the key credit quality
indicators such as payment defaults, continued payment deferrals, and line of
credit utilization. While we initially anticipated that the COVID-19 pandemic
would have a negative impact on our credit quality, instead the monetary
stimulus programs provided by the US government to our customer base have
generally allowed customers to continue making payments on their loans. At the
beginning of the pandemic, we expected an increase in net charge-offs as
compared to prior periods but experienced historically low net charge-offs as a
percentage of revenue in the second half of 2020 and early 2021. With the
increased volume of new customer loans we originated in the third and fourth
quarters of 2021 as we grew the loan portfolio to a level that approximated our
pre-pandemic size and the ending of government assistance, we are experiencing a
short-term increase in net charge-offs in excess of our targeted range with an
expectation of net charge-offs returning to our targeted range of 45-55% of
revenue as the portfolio becomes more seasoned with a balance of new and
returning customers, in the second half of 2022.
We have implemented a hybrid remote environment where employees may choose to
work primarily from the office or from home and gather collectively in the
office on a limited basis. We have sought to ensure our employees feel secure in
their jobs, have flexibility in their work location and have the resources they
need to stay safe and healthy. As a 100% online lending solutions provider, our
technology and underwriting platform has continued to serve our customers and
the bank originators that we support without any material interruption in
services.
COVID-19 has had a significant adverse impact on our business, and while
uncertainty still exists, we believe we are well-positioned to operate
effectively through the present economic environment and expect continued loan
portfolio growth and strong credit quality into the next year. We will continue
assessing our minimum cash and liquidity requirement, monitoring our debt
covenant compliance and implementing measures to ensure that our cash and
liquidity position is maintained through the current economic cycle.

KEY FINANCIAL AND OPERATIONAL INDICATORS

As discussed above, we regularly monitor a number of metrics in order to measure
our current performance and project our future performance. These metrics aid us
in developing and refining our growth strategies and in making strategic
decisions.
Certain of our metrics are non-GAAP financial measures. We believe that such
metrics are useful in period-to-period comparisons of our core business.
However, non-GAAP financial measures are not an alternative to any measure of
financial performance calculated and presented in accordance with US GAAP. See
"-Non-GAAP Financial Measures" for a reconciliation of our non-GAAP measures to
US GAAP.
Revenues
                                                                                        As of and for the three months ended
                                                                                                      March 31,
Revenue metrics (dollars in thousands, except as noted)                                       2022                   2021
Revenues                                                                               $     124,244            $    89,733
Period-over-period change in revenue                                                              38    %               (45) %
Ending combined loans receivable - principal(1)                                        $     511,319            $   353,089
Average combined loans receivable - principal(1)(2)                                    $     535,857            $   378,877
Total combined loans originated - principal                                            $     205,487            $   133,514
Average customer loan balance(3)                                                       $       1,993            $     1,817
Number of new customer loans                                                                  19,303                 13,890
Ending number of combined loans outstanding                                                  256,615                194,331
Customer acquisition costs                                                             $         323            $       316
Effective APR of combined loan portfolio                                                          93    %                96  %
_________
(1)Combined loans receivable is defined as loans owned by us and consolidated
VIEs plus loans originated and owned by third-party lenders pursuant to our CSO
programs. See "-Non-GAAP Financial Measures" for more information and for a
reconciliation of Combined loans receivable to Loans receivable, net, / Loans
receivable at fair value, the most directly comparable financial measures
calculated in accordance with US GAAP.
(2)Average combined loans receivable - principal is calculated using an average
of daily Combined loans receivable - principal balances.
(3)Average customer loan balance is an average of all three products and is
calculated for each product by dividing the ending Combined loans receivable -
principal by the number of loans outstanding at period end.

Revenues. Our revenue is made up of Rise finance fees, Rise CSO fees (which are fees we receive from customers who obtain a loan through the CSO program for credit services, including loan guarantee, which we provide), revenue earned on the Elastic line of credit, and finance charges and fee revenue from the Today Card credit card product. See