Net Income (Loss) Per Share

12 Months Ended

Dec. 31, 2021

The following table details the computation of the Company’s basic and diluted EPS of common stock and Series A Preferred Stock:


Year Ended December 31,	2021				2020				2019
	Common Stock		Preferred Stock(1)		Common Stock		Preferred Stock(1)		Common Stock
Basic EPS:
Allocation of undistributed LendingClub net income (loss)	$	18,456	$	124	$	(154,664)	$	(32,874)	$	(30,745)
Deemed dividend	—		—		(50,204)		50,204		—
Net income (loss) attributable to stockholders	$	18,456	$	124	$	(204,868)	$	17,330	$	(30,745)
Weighted-average common shares – Basic	97,486,754		653,118		77,934,302		12,505,393		87,278,596
Basic EPS	$	0.19	$	0.19	$	(2.63)	$	1.39	$	(0.35)

Diluted EPS:
Allocation of undistributed LendingClub net income (loss)	$	18,580	$	—	$	(154,664)	$	(32,874)	$	(30,745)
Deemed dividend	—		—		(50,204)		50,204		—
Net income (loss) attributable to stockholders	$	18,580	$	—	$	(204,868)	$	17,330	$	(30,745)
Weighted-average common shares – Diluted	102,147,353		—		77,934,302		12,505,393		87,278,596
Diluted EPS	$	0.18	$	0.00	$	(2.63)	$	1.39	$	(0.35)

(1) Presented on an as-converted basis.

In February 2020, the Company entered into an exchange agreement with its largest stockholder, Shanda Asset Management Holdings Limited and its affiliates (Shanda), pursuant to which, on March 20, 2020, Shanda exchanged all of 19,562,881 shares of LendingClub common stock, par value of $0.01 per share, held by it for (i) 195,628 newly issued shares of mandatorily convertible, non-voting, Series A Preferred Stock, par value of $0.01 per share, and (ii) a one-time cash payment of $50.2 million. The Series A Preferred Stock is considered a separate class of common shares for purposes of calculating EPS because it participates in earnings similar to

common stock and does not receive any significant preferences over the common stock. As a result of the preferred stock outstanding during 2020 and the first quarter of 2021, Basic and Diluted EPS were computed using the two-class method, which is a net income (loss) allocation that determines EPS for each class of common stock according to dividends declared and participation rights in undistributed income (loss). Shanda sold the remainder of its preferred stock during the first quarter of 2021 and, therefore, there were no shares of preferred stock outstanding as of March 31, 2021.

The following table summarizes the weighted-average common shares that were excluded from the Company’s diluted EPS computation because their effect would have been anti-dilutive for the periods presented:


Year Ended December 31,	2021	2020	2019
Preferred stock	—	12,505,393	—
Stock options	—	221,949	455,627
RSUs and PBRSUs	—	299,747	59,812
Total	—	13,027,089	515,439