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EX-99.2 - EXHIBIT 99.2 - LendingClub Corpq216exhibit992er.htm
8-K - FORM 8-K - LendingClub Corpq216form8-ker.htm
Exhibit 99.1

Lending Club Reports Second Quarter 2016 Results
Investors Re-engage in June
Total Originations Reach $2 Billion in the Second Quarter

SAN FRANCISCO – August 8, 2016 – Lending Club (NYSE: LC), the world’s largest online marketplace connecting borrowers and investors, today announced financial results for the second quarter ended June 30, 2016 and re-established guidance for the third quarter.
 
Quarter Ended June 30,
 
Six Months Ended June 30,
($ in millions)
2016
 
2015
 
% Change
 
2016
 
2015
 
% Change
Originations
$
1,955.4

 
$
1,911.8

 
2
%
 
$
4,705.4

 
$
3,546.8

 
33
%
Operating Revenue
$
102.4

 
$
96.1

 
7
%
 
$
253.7

 
$
177.2

 
43
%
Net Loss (1)
$
(81.4
)
 
$
(4.1
)
 
N/M

 
$
(77.2
)
 
$
(10.5
)
 
N/M

Adjusted EBITDA (2)
$
(30.1
)
 
$
13.4

 
N/M

 
$
(4.9
)
 
$
24.0

 
N/M

N/M
Not Meaningful
(1) 
Includes $35.4 million of goodwill impairment in the quarter ended June 30, 2016
(2) 
Adjusted EBITDA is a non-GAAP financial measure. Please see the discussion below under the heading Non-GAAP Measures and the reconciliation at the end of this release.

“Our efforts to reengage investors are working, with fifteen of our top twenty largest investors back on the platform today,” said Lending Club’s CEO and President, Scott Sanborn. “Despite the unusual disruption to our supply of capital in May, we facilitated nearly $2 billion of loans to nearly 170,000 borrowers. While we still have a lot of work ahead, the value that we bring to borrowers and investors is stronger than ever, and we believe we have the resources and resolve to execute on our mission.”

Second Quarter 2016 Financial Highlights

Originations – Loan originations in the second quarter of 2016 were $1.96 billion, compared to $1.91 billion in the same period last year, an increase of 2% year-over-year. The Lending Club platform has now facilitated loans totaling nearly $21 billion since inception.

Operating Revenue – Operating revenue in the second quarter of 2016 was $102.4 million, compared to $96.1 million in the same period last year, an increase of 7% year-over-year. Operating revenue as a percent of originations, or revenue yield, was 5.24% in the second quarter, up from 5.03% in the same period last year.

Net Loss – GAAP net loss was $81.4 million for the second quarter of 2016, compared to a net loss of $4.1 million in the same period last year. The results for the second quarter of 2016 were negatively affected by a Goodwill impairment charge of $35.4 million related to the 2014 acquisition of Springstone, an increase in professional service fees of $14.9 million primarily due to matters identified in the board review previously announced, approximately $14.0 million in incentives paid to investors, and an increase in compensation related costs of $6.5 million associated with severance costs and a retention program.

Adjusted EBITDA (2) Adjusted EBITDA was $(30.1) million in the second quarter of 2016, compared to
$13.4 million in the same period last year. As a percent of operating revenue, Adjusted EBITDA margin decreased to (29.4)% in the second quarter of 2016, down from 13.9% in the same period last year.

Earnings Per Share (EPS) – Basic and diluted EPS was $(0.21) for the second quarter of 2016, compared to basic and diluted EPS of $(0.01) in the same period last year.





Adjusted EPS (2) Adjusted EPS was $(0.09) for the second quarter of 2016, compared to $0.03 in the same period last year.

Cash, Cash Equivalents and Securities Available for Sale – As of June 30, 2016, cash, cash equivalents and securities available for sale totaled $832 million, with no outstanding debt.

Recent Business Developments
The platform's retail investor base remains a resilient source of capital and now includes over 135,000 self-managed active individual investors who collectively invested over $327 million in the second quarter, up 16% year-over-year;
Since inception, the borrower base has increased to over 1.5 million borrowers;
Servicing and Management Fee revenue associated with the servicing portfolio, excluding fair market value accounting adjustments, more than doubled to a record $19.3 million, up 128% year over year;
In light of lower loan volumes in the second quarter and recognizing that the full scale return of investors may take time, in June 2016, the company eliminated 179 positions in the organization;
Lending Club ended the quarter with strong liquidity including $832 million in cash, equivalents and available for sale securities, and $120 million of undrawn credit facility;
Jefferies successfully executed a three times oversubscribed near prime securitization in August 2016 for $134 million of unsecured Lending Club personal loans;
Separately, Lending Club today announced several leadership changes.

Outlook
Based on the information available as of August 8, 2016, Lending Club provides the following outlook for the third quarter of 2016:

Third Quarter 2016
Operating Revenue in the range of $95 million to $105 million.
Adjusted EBITDA(2) in the range of ($30) million to ($15) million.

(2) Adjusted EBITDA and Adjusted EPS are non-GAAP financial measures. Please see the discussion below under the heading "Non-GAAP Measures" and the reconciliations at the end of this release.

About Lending Club

Lending Club's mission is to transform the banking system to make credit more affordable and investing more rewarding. The company's technology platform enables it to deliver innovative solutions to borrowers and investors. We operate at a lower cost than traditional bank lending programs, so we're able to pass the savings on to borrowers in the form of lower rates and to investors in the form of solid returns. Lending Club is based in San Francisco, California. More information is available at https://www.lendingclub.com. Currently only residents of the following states may invest in Lending Club notes: AL, AR, AZ, CA, CO, CT, DC, DE, FL, GA, HI, IA, ID, IL, IN, KS, KY, LA, MA, ME, MI, MN, MO, MS, MT, NE, NH, NJ, NV, NY, OK, OR, RI, SC, SD, TN, TX, UT, VA, VT, WA, WI, or WY. All loans are made by federally regulated issuing bank partners.

Conference Call and Webcast Information

The Lending Club Second Quarter 2016 webcast and teleconference is scheduled to begin at 2:00 p.m. Pacific Time on Monday, August 8, 2016. A live webcast of the call will be available at http://ir.lendingclub.com under the Events & Presentations menu. To access the call, please dial +1 (888) 317-6003, or outside the U.S. +1 (412)




317-6061, with conference ID 3575411, ten minutes prior to 2:00 p.m. Pacific Time (or 5:00 p.m. Eastern Time). An audio archive of the call will be available at http://ir.lendingclub.com. An audio replay will also be available on August 8, 2016, until August 15, 2016, by calling +1 (877) 344-7529 or +1 (412) 317-0088, with Conference ID 10089933.


Contacts

For Investors:
James Samford
IR@lendingclub.com

Media Contact:
PR@lendingclub.com





Non-GAAP Measures

Our non-GAAP measures have limitations as analytical tools and you should not consider them in isolation or as a substitute for an analysis of our results under GAAP. There are a number of limitations related to the use of these non-GAAP financial measures versus their nearest GAAP equivalents. Adjusted EBITDA, and adjusted EPS should not be viewed as substitutes for, or superior to, net income (loss), and basic and diluted EPS, as prepared in accordance with GAAP. Other companies, including companies in our industry, may calculate these measures differently, which may reduce their usefulness as a comparative measure. Adjusted EBITDA, and adjusted EPS 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 do not reflect cash capital expenditure requirements for such replacements and adjusted EBITDA margin do not reflect tax payments that may represent a reduction in cash available to us. Please see the “Reconciliation of GAAP to Non-GAAP Measures” tables at the end of this release.

In evaluating adjusted EBITDA, and adjusted EPS, you should be aware that in the future we will incur expenses similar to the adjustments in this presentation.

Safe Harbor Statement

Some of the statements above, including statements regarding investor demand and anticipated future financial results are forward-looking statements. The words anticipate, believe, estimate, expect, intend, may, outlook, plan, predict, project, will, would and similar expressions may identify forward-looking statements, although not all forward-looking statements contain these identifying words. Factors that could cause actual results to differ materially from those contemplated by these forward statements include: the outcomes of pending governmental investigations and pending or threatened litigation, which are inherently uncertain; the impact of recent management changes and the ability to continue to retain key personnel; ability to achieve cost savings from recent restructurings; the Company’s ability to continue to attract and retain new and existing retail and institutional investors; competition; overall economic conditions; demand for the types of loans facilitated by the Company; default rates and those factors set forth in the section titled “Risk Factors” in the Company’s most recent Quarterly Report on Form 10-Q and Annual Report on Form 10-K, each filed with the SEC. The Company may not actually achieve the plans, intentions or expectations disclosed in forward-looking statements, and you should not place undue reliance on forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in forward-looking statements. The Company does not assume any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Information in this press release is not an offer to sell securities or the solicitation of an offer to buy securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

Additional information about Lending Club is available in the prospectus for Lending Club’s notes, which can be obtained on Lending Club’s website at https://www.lendingclub.com/info/prospectus.action.








LENDINGCLUB CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share data)
(Unaudited)
 
Three Months Ended  
 June 30,
 
Six Months Ended 
 June 30,
 
2016
 
2015
 
2016
 
2015
Operating revenue:
 
 
 
 
 
 
 
Transaction fees
$
96,605

 
$
85,651

 
$
221,113

 
$
158,133

Servicing fees
11,603

 
6,479

 
28,545

 
11,871

Management fees
3,053

 
2,548

 
6,598

 
4,763

Other revenue (expense)
(8,870
)
 
1,441

 
(2,600
)
 
2,397

Total operating revenue
102,391

 
96,119

 
253,656

 
177,164

Net interest income and fair value adjustments
1,049

 
798

 
2,078

 
985

Total net revenue
103,440

 
96,917

 
255,734

 
178,149

Operating expenses: (1)(2)
 
 
 
 
 
 
 
Sales and marketing
49,737

 
39,501

 
116,312

 
73,971

Origination and servicing
20,934

 
14,706

 
40,132

 
26,907

Engineering and product development
29,209

 
18,214

 
53,407

 
32,112

Other general and administrative
53,457

 
28,247

 
91,492

 
54,657

Goodwill impairment
35,400

 

 
35,400

 

Total operating expenses
188,737

 
100,668

 
336,743

 
187,647

Loss before income tax expense
(85,297
)
 
(3,751
)
 
(81,009
)
 
(9,498
)
Income tax (benefit) expense
(3,946
)
 
389

 
(3,795
)
 
1,016

Net loss
$
(81,351
)
 
$
(4,140
)
 
$
(77,214
)
 
$
(10,514
)
Net loss per share attributable to common stockholders:
 
 
 
 
 
 
 
Basic
$
(0.21
)
 
$
(0.01
)
 
$
(0.20
)
 
$
(0.03
)
Diluted
$
(0.21
)
 
$
(0.01
)
 
$
(0.20
)
 
$
(0.03
)
Weighted-average common shares – Basic
382,893,402

 
372,841,945

 
381,794,090

 
372,401,583

Weighted-average common shares – Diluted
382,893,402

 
372,841,945

 
381,794,090

 
372,401,583

(1) 
Includes stock-based compensation expense as follows:
 
Three Months Ended  
 June 30,
 
Six Months Ended 
 June 30,
 
2016
 
2015(2)
 
2016
 
2015(2)
Sales and marketing
$
1,413

 
$
1,713

 
$
3,317

 
$
3,221

Origination and servicing
963

 
719

 
1,709

 
1,325

Engineering and product development
4,480

 
2,943

 
8,203

 
4,741

Other general and administrative
6,591

 
7,111

 
15,239

 
14,792

Total stock-based compensation expense
$
13,447

 
$
12,486


$
28,468


$
24,079

(2) 
In the fourth quarter of 2015, the Company disaggregated the expense previously reported as “General and administrative” into “Engineering and product development” and “Other general and administrative” expense. Additionally, the Company reclassified certain operating expenses between “Sales and marketing,” “Origination and servicing,” “Engineering and product development” and “Other general and administrative” expense to align such classification and presentation with how the Company currently manages the operations and these expenses. These changes had no impact to “Total operating expenses.” Prior period amounts have been reclassified to conform to the current period presentation.







LENDINGCLUB CORPORATION
OPERATING HIGHLIGHTS
(In thousands, except percentages and number of employees, or as noted)
(Unaudited)
 
 
 
 
 
 
 
 
 
 
 
June 30, 
 2016
 
 
 
 
 
% Change
 
June 30,
2015
 
September 30,
2015
 
December 31, 
 2015
 
March 31, 
 2016
 
June 30,
2016
 
Q/Q
 
Y/Y
Operating Highlights:
Loan originations (in millions)
$
1,912

 
$
2,236

 
$
2,579

 
$
2,750

 
1,955

 
(29
)%
 
2
 %
Operating revenue
$
96,119

 
$
115,062

 
$
134,471

 
$
151,265

 
$
102,391

 
(32
)%
 
7
 %
Net income (loss)
$
(4,140
)
 
$
(950
)
 
$
4,569

 
$
4,137

 
(81,351
)
 
N/M

 
N/M

Contribution (1)(2)
$
44,344

 
$
57,257

 
$
65,732

 
$
68,142

 
34,096

 
(50
)%
 
(23
)%
Contribution margin (1)(2)
46.1
%
 
49.8
%
 
48.9
%
 
45.0
%
 
33.3
 %
 
N/M

 
N/M

Adjusted EBITDA (1)
$
13,399

 
$
21,157

 
$
24,556

 
$
25,228

 
(30,116
)
 
N/M

 
N/M

Adjusted EBITDA margin (1)
13.9
%
 
18.4
%
 
18.3
%
 
16.7
%
 
(29.4
)%
 
N/M

 
N/M

EPS - diluted
$
(0.01
)
 
$

 
$
0.01

 
$
0.01

 
$
(0.21
)
 
N/M

 
N/M

Adjusted EPS - diluted (1)
$
0.03

 
$
0.04

 
$
0.05

 
$
0.05

 
$
(0.09
)
 
N/M

 
N/M

Originations by Investor Type: (3)
Managed accounts
41
%
 
36
%
 
38
%
 
30
%
 
35
 %
 
 
 
 
Self-managed, individuals
15
%
 
15
%
 
13
%
 
15
%
 
17
 %
 
 
 
 
Banks
28
%
 
26
%
 
23
%
 
34
%
 
28
 %
 
 
 
 
Other institutional investors
16
%
 
23
%
 
26
%
 
21
%
 
20
 %
 
 
 
 
Total
100
%
 
100
%
 
100
%
 
100
%
 
100
 %
 
 
 
 
Originations by Program:
 
 
 
 
 
 
 
 
 
 
 
 
 
Personal loans - standard program
76
%
 
76
%
 
77
%
 
76
%
 
74
 %
 
 
 
 
Personal loans - custom program
15
%
 
15
%
 
16
%
 
17
%
 
15
 %
 
 
 
 
Other - custom program (4)
9
%
 
9
%
 
7
%
 
7
%
 
11
 %
 
 
 
 
Total
100
%
 
100
%
 
100
%
 
100
%
 
100
 %
 
 
 
 
Servicing Portfolio by Method Financed (in millions, at end of period):
Notes
$
1,314

 
$
1,458

 
$
1,573

 
$
1,732

 
$
1,816

 
5
 %
 
38
 %
Certificates
2,381

 
2,692

 
3,105

 
3,177

 
2,914

 
(8
)%
 
22
 %
Whole loans sold
2,853

 
3,548

 
4,289

 
5,269

 
5,981

 
14
 %
 
110
 %
Other (5)

 

 
3

 
24

 
36

 
50
 %
 
N/M

Total
$
6,548

 
$
7,698

 
$
8,970

 
$
10,202

 
$
10,747

 
5
 %
 
64
 %
Employees and contractors (6)
1,136

 
1,305

 
1,382

 
1,545

 
1,499

 
 
 
 
Notes:
N/M Not meaningful.
(1)
Represents a Non-GAAP measure. See Reconciliation of GAAP to Non-GAAP measures.
(2)
Prior period amounts have been reclassified to conform to the current period presentation. See “Condensed Consolidated Statements of Operations” for further details.
(3)  
Beginning in the second quarter of 2016, amounts incorporate total originations originated on the platform, whereas, prior period disclosures included only standard program loan originations. Prior period amounts have been reclassified to conform to the current period presentation.
(4) 
Other is comprised of education and patient finance loans, small business loans, and small business lines of credit which are less than 10% of the volumes presented individually and in the aggregate.
(5) 
Includes loans invested in by the Company for which there were no associated notes or certificates.
(6)     As of the end of each respective period.









LENDINGCLUB CORPORATION
SELECT FINANCIAL HIGHLIGHTS
(In thousands, except percentages and number of employees, or as noted)
(Unaudited)
 
 
 
 
 
 
 
 
 
 
 
June 30, 
 2016
 
 
 
 
 
% Change
 
June 30,
2015
 
September 30,
 2015
 
December 31, 
 2015
 
March 31, 
 2016
 
June 30,
2016
 
Q/Q
 
Y/Y
Select Balance Sheet Information (in millions, at end of period):
Cash and cash equivalents
$
490

 
$
579

 
$
624

 
$
584

 
$
573

 
(2
)%
 
17
 %
Securities available for sale
$
398

 
$
339

 
$
297

 
$
284

 
$
259

 
(9
)%
 
(35
)%
Total
$
888

 
$
918

 
$
921

 
$
868

 
$
832

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Loans
$
3,637

 
$
4,069

 
$
4,556

 
$
4,716

 
$
4,408

 
(7
)%
 
21
 %
Notes and certificates
$
3,660

 
$
4,095

 
$
4,572

 
$
4,713

 
$
4,416

 
(6
)%
 
21
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total assets
$
4,783

 
$
5,360

 
$
5,794

 
$
5,948

 
$
5,622

 
(5
)%
 
18
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total stockholders' equity
$
996

 
$
1,016

 
$
1,042

 
$
1,050

 
$
988

 
(6
)%
 
(1
)%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Condensed Cash Flow Information:
Net cash flow from operating activities
$
15,278

 
$
31,577

 
$
21,391

 
$
9,941

 
$
(11,131
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash flow related to loans
(458,923
)
 
(504,065
)
 
(591,626
)
 
(325,475
)
 
103,063

 
 
 
 
Other
(425,803
)
 
(53,427
)
 
105,844

 
(30,522
)
 
(13,994
)
 
 
 
 
Net cash used in investing activities
(884,726
)
 
(557,492
)
 
(485,782
)
 
(355,997
)
 
89,069

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash flow related to notes and certificates
462,978

 
507,870

 
580,602

 
322,212

 
(108,168
)
 
 
 
 
Other
22,811

 
106,785

 
(71,886
)
 
(15,845
)
 
19,314

 
 
 
 
Net cash flow from financing activities
485,789

 
614,655

 
508,716

 
306,367

 
(88,854
)
 
 
 
 
Net change in cash and cash equivalents
$
(383,659
)
 
$
88,740

 
$
44,325

 
$
(39,689
)
 
$
(10,916
)
 
 
 
 








LENDINGCLUB CORPORATION
RECONCILIATION OF GAAP TO NON-GAAP MEASURES
(In thousands, except percentages and per share data)
(Unaudited)
 
Three Months Ended
 
Six Months Ended
 
June 30,
2015
 
September 30,
2015
 
December 31, 
 2015
 
March 31, 
 2016
 
June 30,
2016
 
June 30,
2015
 
June 30,
2016
Contribution reconciliation:
 
 
 
 
Net income (loss)
$
(4,140
)
 
$
950

 
$
4,569

 
$
4,137

 
$
(81,351
)
 
$
(10,514
)
 
$
(77,214
)
Net interest income and fair value adjustments
(798
)
 
(1,214
)
 
(1,047
)
 
(1,029
)
 
(1,049
)
 
(985
)
 
(2,078
)
Engineering and product development expense (1)
18,214

 
21,063

 
23,887

 
24,198

 
29,209

 
32,112

 
53,407

Other general and administrative expense (1)
28,247

 
32,280

 
35,245

 
38,035

 
53,457

 
54,657

 
91,492

Goodwill impairment

 

 

 

 
35,400

 

 
35,400

Stock-based compensation expense (1)
2,432

 
2,945

 
2,494

 
2,650

 
2,376

 
4,546

 
5,026

Income tax (benefit) expense
389

 
1,233

 
584

 
151

 
(3,946
)
 
1,016

 
(3,795
)
Contribution (1)
$
44,344

 
$
57,257

 
$
65,732

 
$
68,142

 
$
34,096

 
$
80,832

 
$
102,238

Total operating revenue
$
96,119

 
$
115,062

 
$
134,471

 
$
151,265

 
$
102,391

 
$
177,164

 
$
253,656

Contribution margin (1)
46.1
%
 
49.8
%
 
48.9
%
 
45.0
%
 
33.3
 %
 
45.6
%
 
40.3
 %
Adjusted EBITDA reconciliation:
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income (loss)
$
(4,140
)
 
$
950

 
$
4,569

 
$
4,137

 
$
(81,351
)
 
$
(10,514
)
 
$
(77,214
)
Net interest income and fair value adjustments
(798
)
 
(1,214
)
 
(1,047
)
 
(1,029
)
 
(1,049
)
 
(985
)
 
(2,078
)
Acquisition and related expense (2)
403

 
937

 
733

 
293

 
293

 
697

 
586

Depreciation expense:
 
 
 
 
 
 
 
 
 
 
 
 
 
Engineering and product development
3,261

 
3,808

 
4,007

 
4,493

 
4,917

 
6,005

 
9,410

Other general and administrative
524

 
708

 
790

 
906

 
993

 
928

 
1,899

Amortization of intangible assets
1,274

 
1,256

 
1,256

 
1,256

 
1,180

 
2,819

 
2,436

Goodwill impairment

 

 

 

 
35,400

 

 
35,400

Stock-based compensation expense
12,486

 
13,479

 
13,664

 
15,021

 
13,447

 
24,079

 
28,468

Income tax (benefit) expense
389

 
1,233

 
584

 
151

 
(3,946
)
 
1,016

 
(3,795
)
Adjusted EBITDA
$
13,399

 
$
21,157


$
24,556


$
25,228

 
$
(30,116
)
 
$
24,045

 
$
(4,888
)
Total operating revenue
$
96,119

 
$
115,062

 
$
134,471

 
$
151,265

 
$
102,391

 
$
177,164

 
$
253,656

Adjusted EBITDA margin
13.9
%
 
18.4
%

18.3
%
 
16.7
%
 
(29.4
)%
 
13.6
%
 
(1.9
)%
Notes:
(1)
Prior period amounts have been reclassified to conform to the current period presentation. See “Condensed Consolidated Statements of Operations” for further details.
(2) 
Represents amounts related to costs for due diligence related to past business acquisitions including those the Company reviewed and determined not to pursue a transaction, as well as incremental compensation expense required to be paid under the purchase agreement to retain key former shareholder employees of an acquired business.


















LENDINGCLUB CORPORATION
RECONCILIATION OF GAAP TO NON-GAAP MEASURES (Continued)
(In thousands, except percentages and per share data)
(Unaudited)
 
Three Months Ended
 
Six Months Ended
 
June 30,
2015
 
September 30,
2015
 
December 31, 
 2015
 
March 31, 
 2016
 
June 30,
2016
 
June 30,
2015
 
June 30,
2016
Adjusted net income reconciliation:
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income (loss)
$
(4,140
)
 
$
950

 
$
4,569

 
$
4,137

 
$
(81,351
)
 
$
(10,514
)
 
$
(77,214
)
Acquisition and related expense (1)
403

 
937

 
733

 
293

 
293

 
697

 
586

Stock-based compensation expense
12,486

 
13,479

 
13,664

 
15,021

 
13,447

 
24,079

 
28,468

Amortization of acquired intangible assets
1,274

 
1,256

 
1,256

 
1,256

 
1,180

 
2,819

 
2,436

Goodwill impairment

 

 

 

 
35,400

 

 
35,400

Income tax (benefit) expense
389

 
1,233

 
584

 
151

 
(3,946
)
 
1,016

 
(3,795
)
Adjusted net income (loss)
$
10,412

 
$
17,855

 
$
20,806

 
$
20,858

 
$
(34,977
)
 
18,097

 
(14,119
)
Adjusted EPS - diluted
$
0.03

 
$
0.04

 
$
0.05

 
$
0.05

 
$
(0.09
)
 
$
0.04

 
$
(0.04
)
Non-GAAP diluted shares reconciliation:
 
 
 
 
 
 
 
 
 
 
 
 
 
GAAP diluted shares (2)
372,842

 
401,935

 
402,634

 
392,398

 
382,893

 
372,402

 
381,794

Other dilutive equity awards (3)
32,808

 

 

 

 

 
34,458

 

Non-GAAP diluted shares
405,650

 
401,935

 
402,634

 
392,398

 
382,893

 
406,860

 
381,794

Notes:
(1)
Represents amounts related to costs for due diligence related to past business acquisitions including those the Company reviewed and determined not to pursue a transaction, as well as incremental compensation expense required to be paid under the purchase agreement to retain key former shareholder employees of an acquired business.
(2)
Equivalent to the basic and diluted shares reflected in the quarterly EPS calculations.
(3) 
Other dilutive equity awards include assumed exercises of unvested stock options, net of assumed repurchases computed under the treasury method, which were excluded from GAAP net loss per share as their impact would have been anti-dilutive, but are included in adjusted net income per share as the impact was dilutive.