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LendingClub
LC
#5049
Rank
โน150.19 B
Marketcap
๐บ๐ธ
United States
Country
โน1,303
Share price
-0.43%
Change (1 day)
47.56%
Change (1 year)
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Financial Year FY2022 Q2
LendingClub - 10-Q quarterly report FY2022 Q2
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
10-Q
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
June 30, 2022
Commission File Number:
001-36771
LendingClub Corporation
(Exact name of registrant as specified in its charter)
Delaware
51-0605731
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
595 Market Street, Suite 200,
San Francisco,
CA
94105
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (
415
)
632-5600
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
Common stock, par value $0.01 per share
LC
New York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes
☒
No
☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes
☒
No
☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☒
Accelerated filer
☐
Non-accelerated filer
☐
Smaller reporting company
☐
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
☐
No
☒
As of July 27, 2022, there were
103,654,895
shares of the registrant’s common stock outstanding.
LENDINGCLUB CORPORATION
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
Item 1.
Financial Statements
Condensed Consolidated Balance Sheets
3
Condensed Consolidated Statements of Income
5
Condensed Consolidated Statements of Comprehensive Income (Loss)
7
Condensed Consolidated Statements of Changes in Equity
8
Condensed Consolidated Statements of Cash Flows
10
Notes to Condensed Consolidated Financial Statements
12
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
51
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
79
Item 4.
Controls and Procedures
79
PART II. OTHER INFORMATION
Item 1.
Legal Proceedings
79
Item 1A.
Risk Factors
79
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
80
Item 3.
Defaults Upon Senior Securities
80
Item 4.
Mine Safety Disclosures
80
Item 5.
Other Information
80
Item 6.
Exhibits
81
Signatures
82
Glossary
The following is a list of common acronyms and terms LendingClub Corporation regularly uses in its financial reporting:
Acquisition
Acquisition of Radius Bancorp, Inc.
AFS
Available for Sale
ACL
Allowance for Credit Losses (includes both the allowance for loan and lease losses and the reserve for unfunded lending commitments)
ALLL
Allowance for Loan and Lease Losses
Annual Report
Annual Report on Form 10-K for the year ended December 31, 2021
ASU
Accounting Standards Update
AUM
Assets Under Management (outstanding balances of Loan Originations serviced by the Company including loans sold to investors as well as loans held for investment and held for sale by the Company)
Balance Sheet
Condensed Consolidated Balance Sheets
LC Bank or LendingClub Bank
LendingClub Bank, National Association
CECL
Current Expected Credit Losses (Accounting Standards Update 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments)
CET1
Common Equity Tier 1
CET1 Capital Ratio
Common Equity Tier 1 capital divided by total risk-weighted assets as defined under the U.S. Basel III capital framework
DCF
Discounted Cash Flow
EPS
Net Income (Loss) Per Share
Exchange Act
Securities Exchange Act of 1934, as amended
FRB or Federal Reserve
Board of Governors of the Federal Reserve System and, as applicable, Federal Reserve Bank(s)
GAAP
Accounting Principles Generally Accepted in the United States of America
HFI
Loans which are retained by the Company and held for investment
HFS
Held for sale loans expected to be sold to investors, including Marketplace Loans
Income Statement
Condensed Consolidated Statements of Income
LendingClub, LC, the Company, we, us, or our
LendingClub Corporation and its subsidiaries
Loan Originations
Unsecured personal loans and auto refinance loans originated by the Company or facilitated by third-party issuing banks
Marketplace Loans
Loan Originations designated as HFS and subsequently sold to investors
N/M
Not meaningful
Parent
LendingClub Corporation (the parent company of LendingClub Bank, National Association and other subsidiaries)
PPP Loans
Loans originated pursuant to the U.S. Small Business Administration’s Paycheck Protection Program
Radius
Radius Bancorp, Inc.
ROA
Return on Average Total Assets
ROE
Return on Average Equity
SEC
United States Securities and Exchange Commission
Securities Act
Securities Act of 1933, as amended
Structured Program transactions
Asset-backed securitization transactions and Certificate Program transactions (CLUB and Levered certificates), where certain accredited investors and qualified institutional buyers have the opportunity to invest in securities backed by a pool of unsecured personal whole loans.
Tier 1 Capital Ratio
Tier 1 capital, which includes Common Equity Tier 1 capital plus non-cumulative perpetual preferred equity that qualifies as additional tier 1 capital, divided by total risk-weighted assets as defined under the U.S. Basel III capital framework.
Tier 1 Leverage Ratio
Tier 1 capital, which includes Common Equity Tier 1 capital plus non-cumulative perpetual preferred equity that qualifies as additional tier 1 capital, divided by quarterly adjusted average assets as defined under the U.S. Basel III capital framework.
Total Capital Ratio
Total capital, which includes Common Equity Tier 1 capital, Tier 1 capital and allowance for credit losses and qualifying subordinated debt that qualifies as Tier 2 capital, divided by total risk-weighted assets as defined under the U.S. Basel III capital framework.
Unsecured personal loans
Unsecured personal loans originated on the Company’s platforms, including an online direct to consumer platform and a platform connected with a network of education and patient finance providers.
VIE
Variable Interest Entity
LENDINGCLUB CORPORATION
Except as the context requires otherwise, as used herein, “LendingClub,” “Company,” “we,” “us,” and “our,” refer to LendingClub Corporation, a Delaware corporation, and, where appropriate, its consolidated subsidiaries and consolidated variable interest entities (VIEs), including LendingClub Bank, National Association (LC Bank), and various entities established to facilitate loan sale transactions under LendingClub’s Structured Program.
Forward-looking Statements
This Quarterly Report on Form 10-Q (Report) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (Exchange Act). Forward-looking statements in this Report include, without limitation, statements regarding borrowers, credit scoring, our strategy, future operations, expected losses, future financial position, future revenue, projected costs, prospects, plans, objectives of management, expected market growth and the impact on our business. You can identify these forward-looking statements by words such as “anticipate,” “appear,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “future,” “intend,” “may,” “opportunity,” “plan,” “predict,” “project,” “should,” “strategy,” “target,” “will,” “would,” or similar expressions.
These forward-looking statements include, among other things, statements about:
•
our ability to integrate LC Bank and the timing and ability to realize the expected financial and strategic benefits of the acquisition of Radius Bancorp, Inc.;
•
our ability to attract new members, to expand our product offerings and services, to improve revenue and generate recurring earnings, to capture expense benefits, to increase resiliency, and to enhance regulatory clarity;
•
our ability, and that of third-party partners or providers, to address stricter or heightened regulatory or supervisory requirements and expectations;
•
our compliance, and that of third-party partners or providers, with applicable local, state and federal laws, regulations and regulatory developments or court decisions affecting our business;
•
the impact of COVID-19 and our ability to effectuate, and the effectiveness of, certain operational and strategic initiatives in light of COVID-19;
•
our ability to successfully navigate the current economic climate;
•
our ability to sustain the business under adverse circumstances;
•
the effects of natural disasters, public health crises, acts of war or terrorism and other external events on our customers and business, including the Ukrainian-Russian conflict;
•
the impact of changes in laws or the regulatory or supervisory environment, including as a result of legislation, regulation, policies or changes in government officials or other personnel;
•
the impact of changes in monetary, fiscal, or trade laws or policies, including as a result of actions by governmental agencies, central banks, or supranational authorities;
•
the impact of new accounting standards or policies, including the Current Expected Credit Losses (CECL) standard;
•
the results of examinations of us by regulatory authorities and the possibility that any such regulatory authority may, among other things, limit our business activities, increase our allowance for loan losses, increase our capital levels, or affect our ability to borrow funds or maintain or increase deposits;
•
our ability, and that of third-party partners or providers, to maintain an enterprise risk management framework that is effective in mitigating risk;
•
our ability to effectively manage capital or liquidity to support our evolving business or operational needs, while remaining compliant with regulatory or supervisory requirements and appropriate risk-management standards;
•
our ability to attract and retain loan borrowers;
•
our ability to develop and maintain a strong core deposit base or other low cost funding sources necessary to fund our activities;
•
the impact of changes in consumer spending, borrowing and saving habits;
•
the impact of the continuation of or changes in the short-term and long-term interest rate environment;
•
the ability of borrowers to repay loans and the plans of borrowers;
1
LENDINGCLUB CORPORATION
•
our ability to maintain investor confidence in the operation of our platform;
•
our ability to retain existing sources and secure new or additional sources of investor commitments for our platform;
•
the performance of our loan products and expected rates of return for investors;
•
platform volume, pricing and balance;
•
the effectiveness of our platform’s credit scoring models;
•
our ability to innovate and the adoption and success of new products and services;
•
the adequacy of our corporate governance, risk-management framework and compliance programs;
•
the impact of, and our ability to resolve, pending litigation and governmental inquiries and investigations;
•
the use of our own capital to purchase loans and the impact of holding loans on and our ability to sell loans off our balance sheet;
•
our financial condition and performance, including the impact that management’s estimates have on our financial performance and the relationship between interim period and full year results;
•
our ability, and that of third-party partners and providers, to maintain service and quality expectations;
•
capital expenditures;
•
our compliance with contractual obligations or restrictions;
•
the potential impact of macro-economic developments, including recessions, inflation or other adverse circumstances;
•
our ability to develop and maintain effective internal controls;
•
our ability to recruit and retain quality employees to support current operations and future growth;
•
changes in the effectiveness and reliability of our information technology and computer systems, including the impact of any security or privacy breach;
•
the impact of expense initiatives and our ability to control our cost structure;
•
our ability to manage and repay our indebtedness; and
•
other risk factors listed from time to time in reports we file with the United States Securities and Exchange Commission (SEC).
We caution you that the foregoing list may not contain all of the forward-looking statements in this Report. We 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. We have included important factors in the “Risk Factors” section of this Report and our Annual Report on Form 10-K for the year ended December 31, 2021, as well as in our condensed consolidated financial statements, related notes, and other information appearing elsewhere in this Report and our other filings with the SEC that could, among other things, cause actual results or events to differ materially from forward-looking statements contained in this Report. Forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments we may make.
You should read this Report carefully and completely and with the understanding that actual future results may be materially different from what we expect. We do not assume any obligation to update or revise any forward-looking statements, whether as a result of new information, actual results, future events or otherwise, other than as required by law.
2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
LENDINGCLUB CORPORATION
Condensed Consolidated Balance Sheets
(In Thousands, Except Share and Per Share Amounts)
(Unaudited)
June 30, 2022
December 31, 2021
Assets
Cash and due from banks
$
26,415
$
35,670
Interest-bearing deposits in banks
1,015,565
651,456
Total cash and cash equivalents
1,041,980
687,126
Restricted cash
(1)
60,252
76,460
Securities available for sale at fair value ($
435,451
and $
256,170
at amortized cost, respectively)
402,994
263,530
Loans held for sale (includes $
62,811
and $
142,370
at fair value, respectively)
(1)
62,811
391,248
Loans and leases held for investment
4,054,721
2,899,126
Allowance for loan and lease losses
(
243,260
)
(
144,389
)
Loans and leases held for investment, net
3,811,461
2,754,737
Retail and certificate loans held for investment at fair value
(1)
122,078
229,719
Other loans held for investment at fair value
(1)
20,583
21,240
Property, equipment and software, net
119,976
97,996
Goodwill
75,717
75,717
Other assets
(1)
468,913
302,546
Total assets
$
6,186,765
$
4,900,319
Liabilities and Equity
Deposits:
Interest-bearing
$
4,261,651
$
2,919,203
Noninterest-bearing
266,021
216,585
Total deposits
4,527,672
3,135,788
Short-term borrowings
7,983
27,780
Advances from Paycheck Protection Program Liquidity Facility (PPPLF)
123,444
271,933
Retail notes, certificates and secured borrowings at fair value
(1)
122,078
229,719
Payable on Structured Program borrowings
(1)
15,274
65,451
Other long-term debt
15,300
15,455
Other liabilities
(1)
295,897
303,951
Total liabilities
5,107,648
4,050,077
Equity
Series A Preferred stock, $
0.01
par value;
1,200,000
shares authorized;
0
shares issued and outstanding
—
—
Common stock, $
0.01
par value;
180,000,000
shares authorized;
103,630,776
and
101,043,924
shares issued and outstanding, respectively
1,036
1,010
Additional paid-in capital
1,594,458
1,559,616
Accumulated deficit
(
494,534
)
(
717,430
)
Accumulated other comprehensive income (loss)
(
21,843
)
7,046
Total equity
1,079,117
850,242
Total liabilities and equity
$
6,186,765
$
4,900,319
(1)
Includes amounts in consolidated variable interest entities (VIEs) presented separately in the table below.
3
The following table presents the assets and liabilities of consolidated VIEs, which are included in the Condensed Consolidated Balance Sheets (Balance Sheet) above. The assets in the table below may only be used to settle obligations of consolidated VIEs and are in excess of those obligations. Additionally, the assets and liabilities in the table below include third-party assets and liabilities of consolidated VIEs only and exclude intercompany balances that eliminate in consolidation.
June 30, 2022
December 31, 2021
Assets of consolidated VIEs, included in total assets above
Restricted cash
$
8,865
$
13,462
Loans held for sale at fair value
—
41,734
Retail and certificate loans held for investment at fair value
4,545
10,281
Other loans held for investment at fair value
10,388
20,929
Other assets
272
584
Total assets of consolidated VIEs
$
24,070
$
86,990
Liabilities of consolidated VIEs, included in total liabilities above
Retail notes, certificates and secured borrowings at fair value
$
4,545
$
10,281
Payable on Structured Program borrowings
15,274
65,451
Other liabilities
57
467
Total liabilities of consolidated VIEs
$
19,876
$
76,199
See Notes to Condensed Consolidated Financial Statements.
4
LENDINGCLUB CORPORATION
Condensed Consolidated Statements of Income
(In Thousands, Except Share and Per Share Amounts)
(Unaudited)
Three Months Ended
June 30,
Six Months Ended
June 30,
2022
2021
2022
2021
Non-interest income:
Marketplace revenue
$
206,384
$
151,735
$
386,350
$
233,462
Other non-interest income
7,448
6,741
17,339
12,348
Total non-interest income
213,832
158,476
403,689
245,810
Interest income:
Interest on loans held for sale
7,130
8,694
14,580
13,851
Interest and fees on loans and leases held for investment
108,911
39,068
200,353
54,369
Interest on retail and certificate loans held for investment at fair value
5,091
16,014
12,060
36,276
Interest on other loans held for investment at fair value
631
1,222
1,224
2,701
Interest on securities available for sale
4,426
2,539
8,937
4,774
Other interest income
2,279
190
2,967
346
Total interest income
128,468
67,727
240,121
112,317
Interest expense:
Interest on deposits
6,078
1,699
9,516
2,713
Interest on short-term borrowings
417
1,003
852
2,267
Interest on retail notes, certificates and secured borrowings
5,091
16,014
12,060
36,276
Interest on Structured Program borrowings
360
2,668
1,124
5,876
Interest on other long-term debt
296
438
663
774
Total interest expense
12,242
21,822
24,215
47,906
Net interest income
116,226
45,905
215,906
64,411
Total net revenue
330,058
204,381
619,595
310,221
Provision for credit losses
70,566
34,634
123,075
56,127
Non-interest expense:
Compensation and benefits
85,103
71,925
166,713
136,345
Marketing
61,497
35,107
116,577
54,652
Equipment and software
12,461
9,281
23,507
17,174
Occupancy
6,209
6,157
12,228
13,057
Depreciation and amortization
10,557
11,508
21,596
23,274
Professional services
16,138
11,520
28,544
23,123
Other non-interest expense
17,421
14,641
31,425
26,766
Total non-interest expense
209,386
160,139
400,590
294,391
Income (Loss) before income tax benefit (expense)
50,106
9,608
95,930
(
40,297
)
Income tax benefit (expense)
131,954
(
237
)
126,966
2,584
Net income (loss)
$
182,060
$
9,371
$
222,896
$
(
37,713
)
5
LENDINGCLUB CORPORATION
Condensed Consolidated Statements of Income (Continued)
(In Thousands, Except Share and Per Share Amounts)
(Unaudited)
Three Months Ended
June 30,
Six Months Ended
June 30,
2022
2021
2022
2021
Net income (loss)
$
182,060
$
9,371
$
222,896
$
(
37,713
)
Net income (loss) per share:
(1)
Basic EPS – common stockholders
$
1.77
$
0.10
$
2.18
$
(
0.39
)
Diluted EPS – common stockholders
$
1.73
$
0.09
$
2.13
$
(
0.39
)
Weighted-average common shares – Basic
102,776,867
97,785,089
102,138,760
95,239,769
Weighted-average common shares – Diluted
105,042,626
102,031,088
104,644,825
95,239,769
Basic EPS – preferred stockholders
$
—
$
—
$
—
$
(
0.39
)
Diluted EPS – preferred stockholders
$
—
$
—
$
—
$
(
0.39
)
Weighted-average common shares, as converted – Basic
—
—
—
1,317,062
Weighted-average common shares, as converted – Diluted
—
—
—
1,317,062
(1)
See “
Notes to Condensed Consolidated Financial Statements
–
Note 3. Net Income (Loss) Per Share
” for additional information.
See Notes to Condensed Consolidated Financial Statements.
6
LENDINGCLUB CORPORATION
Condensed Consolidated Statements of Comprehensive Income (Loss)
(In Thousands)
(Unaudited)
Three Months Ended
June 30,
Six Months Ended
June 30,
2022
2021
2022
2021
Net income (loss)
$
182,060
$
9,371
$
222,896
$
(
37,713
)
Other comprehensive income (loss):
Net unrealized gain (loss) on securities available for sale
(
19,830
)
3,186
(
39,817
)
3,390
Other comprehensive income (loss), before tax
(
19,830
)
3,186
(
39,817
)
3,390
Income tax effect
(1)
(
11,128
)
—
(
10,928
)
—
Other comprehensive income (loss), net of tax
(
8,702
)
3,186
(
28,889
)
3,390
Total comprehensive income (loss)
$
173,358
$
12,557
$
194,007
$
(
34,323
)
(1)
Income tax effect for the second quarter and first half of 2022 reflects the release of the deferred tax asset valuation allowance on the securities available for sale portfolio.
See Notes to Condensed Consolidated Financial Statements.
7
LENDINGCLUB CORPORATION
Condensed Consolidated Statements of Changes in Equity
(In Thousands, Except Share Data)
(Unaudited)
Preferred Stock
Common Stock
Additional
Paid-in
Capital
Treasury Stock
Accumulated Other Comprehensive Loss
Accumulated
Deficit
Total
Equity
Shares
Amount
Shares
Amount
Shares
Amount
Balance at
March 31, 2022
—
$
—
102,194,037
$
1,022
$
1,576,147
—
$
—
$
(
13,141
)
$
(
676,594
)
$
887,434
Stock-based compensation
—
—
—
—
19,664
—
—
—
—
19,664
Net issuances under equity incentive plans, net of tax
—
—
1,436,739
14
(
1,353
)
—
—
—
—
(
1,339
)
Net unrealized loss on securities available for sale, net of tax
—
—
—
—
—
—
—
(
8,702
)
—
(
8,702
)
Net income
—
—
—
—
—
—
—
—
182,060
182,060
Balance at
June 30, 2022
—
$
—
103,630,776
$
1,036
$
1,594,458
—
$
—
$
(
21,843
)
$
(
494,534
)
$
1,079,117
Preferred Stock
Common Stock
Additional
Paid-in
Capital
Treasury Stock
Accumulated Other Comprehensive Income (Loss)
Accumulated
Deficit
Total
Equity
Shares
Amount
Shares
Amount
Shares
Amount
Balance at
December 31, 2021
—
$
—
101,043,924
$
1,010
$
1,559,616
—
$
—
$
7,046
$
(
717,430
)
$
850,242
Stock-based compensation
—
—
—
—
36,851
—
—
—
—
36,851
Net issuances under equity incentive plans, net of tax
—
—
2,586,852
26
(
2,009
)
—
—
—
—
(
1,983
)
Net unrealized loss on securities available for sale, net of tax
—
—
—
—
—
—
—
(
28,889
)
—
(
28,889
)
Net income
—
—
—
—
—
—
—
—
222,896
222,896
Balance at
June 30, 2022
—
$
—
103,630,776
$
1,036
$
1,594,458
—
$
—
$
(
21,843
)
$
(
494,534
)
$
1,079,117
Preferred Stock
Common Stock
Additional
Paid-in
Capital
Treasury Stock
Accumulated Other Comprehensive Income
Accumulated
Deficit
Total
Equity
Shares
Amount
Shares
Amount
Shares
Amount
Balance at
March 31, 2021
—
$
—
97,228,126
$
972
$
1,513,661
4,251
$
(
92
)
$
1,688
$
(
783,094
)
$
733,135
Stock-based compensation
—
—
—
—
18,901
—
—
—
—
18,901
Net issuances under equity incentive plans, net of tax
—
—
1,373,022
14
(
2,248
)
—
—
—
—
(
2,234
)
Net unrealized gain on securities available for sale, net of tax
—
—
—
—
—
—
—
3,186
—
3,186
Net income
—
—
—
—
—
—
—
—
9,371
9,371
Balance at
June 30, 2021
—
$
—
98,601,148
$
986
$
1,530,314
4,251
$
(
92
)
$
4,874
$
(
773,723
)
$
762,359
Preferred Stock
Common Stock
Additional
Paid-in
Capital
Treasury Stock
Accumulated Other Comprehensive Income
Accumulated
Deficit
Total
Equity
Shares
Amount
Shares
Amount
Shares
Amount
Balance at
December 31, 2020
43,000
$
—
88,149,510
$
881
$
1,457,816
—
$
—
$
1,484
$
(
736,010
)
$
724,171
Stock-based compensation
—
—
—
—
34,666
—
—
—
—
34,666
Net issuances under equity incentive plans, net of tax
(1)
—
—
2,390,524
24
(
3,549
)
4,251
(
92
)
—
—
(
3,617
)
Net issuances of stock related to
acquisition
(2)
—
—
3,761,114
38
41,424
—
—
—
—
41,462
Exchange of preferred stock for common stock
(
43,000
)
—
4,300,000
43
(
43
)
—
—
—
—
—
Net unrealized gain on securities available for sale, net of tax
—
—
—
—
—
—
—
3,390
—
3,390
Net loss
—
—
—
—
—
—
—
—
(
37,713
)
(
37,713
)
Balance at
June 30, 2021
—
$
—
98,601,148
$
986
$
1,530,314
4,251
$
(
92
)
$
4,874
$
(
773,723
)
$
762,359
8
LENDINGCLUB CORPORATION
Condensed Consolidated Statements of Changes in Equity (Continued)
(In Thousands, Except Share Data)
(Unaudited)
Preferred Stock
Common Stock
Additional
Paid-in
Capital
Treasury Stock
Accumulated Other Comprehensive Loss
Accumulated
Deficit
Total
Equity
Shares
Amount
Shares
Amount
Shares
Amount
Balance at
December 31, 2019
—
$
—
88,757,406
$
892
$
1,467,882
461,391
$
(
19,550
)
$
(
565
)
$
(
548,472
)
$
900,187
Stock-based compensation
—
—
—
—
35,211
—
—
—
—
35,211
Net issuances under equity incentive plans, net of tax
(1)
—
—
1,744,210
17
(
5,423
)
5,658
(
71
)
—
—
(
5,477
)
Issuance of preferred stock in exchange for common stock
195,627
2
(
19,562,781
)
(
196
)
(
50,010
)
—
—
—
—
(
50,204
)
Retirement of treasury stock
—
—
—
(
4
)
(
19,617
)
(
467,049
)
19,621
—
—
—
Net unrealized loss on securities available for sale, net of tax
—
—
—
—
—
—
—
(
7,017
)
—
(
7,017
)
Net loss
—
—
—
—
—
—
—
—
(
126,558
)
(
126,558
)
Balance at
June 30, 2020
(3)
195,627
$
2
70,938,835
$
709
$
1,428,043
—
$
—
$
(
7,582
)
$
(
675,030
)
$
746,142
(1)
Includes shares that were transferred to the Company to satisfy payment of all or a portion of the exercise price in connection with the exercise of stock options.
(2)
Stock issued as part of the consideration paid related to the Acquisition.
(3)
The first half of 2020 is presented to reflect the full retrospective adoption of Accounting Standards Update (ASU) 2020-06. See “
Note 1. Summary of Significant Accounting Policies
” for additional information.
See Notes to Condensed Consolidated Financial Statements.
9
LENDINGCLUB CORPORATION
Condensed Consolidated Statements of Cash Flows
(In Thousands)
(Unaudited)
Six Months Ended
June 30,
2022
2021
Cash Flows from Operating Activities:
Net income (loss)
$
222,896
$
(
37,713
)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Net fair value adjustments
(
24,896
)
9,419
Provision for credit losses
123,075
56,127
Change in fair value of loan servicing assets
38,013
24,600
Accretion of loan deferred fees and costs
(1)
(
41,392
)
(
12,208
)
Stock-based compensation, net
33,467
32,511
Depreciation and amortization
(1)
21,596
23,274
Gain on sales of loans
(
53,429
)
(
27,640
)
Income tax benefit from release of tax valuation allowance
(
135,300
)
—
Other, net
(1)
2,520
7,721
Net change to loans held for sale
66,787
(
51,821
)
Net change in operating assets and liabilities:
Other assets
(
6,648
)
(
5,296
)
Other liabilities
(
14,734
)
13,646
Net cash provided by operating activities
231,955
32,620
Cash Flows from Investing Activities:
Acquisition of company
—
(
145,344
)
Cash received from acquisition
—
668,236
Net change in loans and leases
(
881,279
)
(
792,234
)
Net decrease in retail and certificate loans
113,422
258,785
Purchases of securities available for sale
(
222,534
)
(
50,526
)
Proceeds from sales of securities available for sale
—
106,192
Proceeds from maturities and paydowns of securities available for sale
49,645
73,504
Purchases of property, equipment and software, net
(
37,358
)
(
14,984
)
Other investing activities
(
4,023
)
1,465
Net cash (used for) provided by investing activities
(
982,127
)
105,094
Cash Flows from Financing Activities:
Net change in demand deposits and savings accounts
1,391,884
510,364
Repayment on PPPLF
(
148,489
)
(
225,481
)
Principal payments on retail notes and certificates
(
113,498
)
(
258,918
)
Principal payments on Structured Program borrowings
(
14,538
)
(
46,818
)
Principal payments on short-term borrowings
(
20,217
)
(
46,352
)
Principal payments on long-term debt
—
(
2,834
)
Other financing activities
(
6,324
)
(
3,618
)
Net cash provided by (used for) financing activities
1,088,818
(
73,657
)
Net Increase in Cash, Cash Equivalents and Restricted Cash
$
338,646
$
64,057
Cash, Cash Equivalents and Restricted Cash, Beginning of Period
$
763,586
$
628,485
Cash, Cash Equivalents and Restricted Cash, End of Period
$
1,102,232
$
692,542
10
LENDINGCLUB CORPORATION
Condensed Consolidated Statements of Cash Flows (Continued)
(In Thousands)
(Unaudited)
Six Months Ended
June 30,
2022
2021
Supplemental Cash Flow Information:
Cash paid for interest
$
19,463
$
45,631
Cash paid for income taxes
$
10,840
$
655
Cash paid for operating leases included in the measurement of lease liabilities
$
9,253
$
10,368
Non-cash investing activity:
Loans and leases held for investment transferred to loans held for sale
$
—
$
90,399
Non-cash investing and financing activity:
Net issuances of stock related to acquisition
$
—
$
41,462
Non-cash financing activity:
Derecognition of payable to securitization note and residual certificate holders held in consolidated VIE
$
36,072
$
—
(1)
Prior period amounts have been reclassified to conform to the current period presentation.
The following presents cash, cash equivalents and restricted cash by category within the Balance Sheet:
June 30, 2022
December 31, 2021
Cash and cash equivalents
$
1,041,980
$
687,126
Restricted cash
60,252
76,460
Total cash, cash equivalents and restricted cash
$
1,102,232
$
763,586
See Notes to Condensed Consolidated Financial Statements.
11
LENDINGCLUB CORPORATION
Notes to Condensed Consolidated Financial Statements
(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)
(Unaudited)
1.
Summary of Significant Accounting Policies
Basis of Presentation
On February 1, 2021, LendingClub Corporation (LendingClub) completed the acquisition (the Acquisition) of Radius Bancorp, Inc. (Radius), whereby LendingClub became a bank holding company and formed LendingClub Bank, National Association (LC Bank) as its wholly-owned subsidiary. The Company operates the vast majority of its business through LC Bank, as a lender and originator of loans and as a regulated bank in the United States.
All intercompany balances and transactions have been eliminated in consolidation.
These condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP) for interim financial information and, in the opinion of management, contain all adjustments, consisting of only normal recurring adjustments, necessary for the fair statement of the results and financial position for the periods presented.
These accounting principles require management to make certain estimates and assumptions that affect the amounts in the accompanying financial statements. These estimates and assumptions are inherently subjective in nature and actual results may differ from these estimates and assumptions, and the differences could be material.
Results reported in interim periods are not necessarily indicative of results for the full year or any other interim period. Certain prior period amounts in the condensed consolidated financial statements and accompanying notes have been reclassified to conform to the current period presentation.
The accompanying interim condensed consolidated financial statements and these related notes should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 (Annual Report) filed on February 11, 2022.
Significant Accounting Policies
The Company’s significant accounting policies are discussed in “
Part II – Item 8. Financial Statements and Supplementary Data – Note 1. Summary of Significant Accounting Policies
” in the Annual Report. There have been no changes to these significant accounting policies for the six month period ended June 30, 2022.
Adoption of New Accounting Standards
The Company did not adopt any new accounting standards during the six month period ended June 30, 2022, except as noted below.
In August 2020, the FASB issued ASU 2020-06,
Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity,
which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity including convertible instruments and contracts on an entity’s own equity. The guidance allows for either full or modified retrospective adoption for fiscal periods beginning after December 15, 2021. The Company adopted this ASU on January 1, 2022 under the full retrospective approach.
As a result of the adoption, the deemed dividend recorded in the first quarter of 2020 related to the beneficial conversion feature of the convertible Series A Preferred Stock, was reclassified from Accumulated Deficit to Additional Paid-in Capital within Equity, as shown in the following table:
Six Months Ended June 30, 2020
Additional Paid-in Capital
Accumulated Deficit
Issuance of preferred stock in exchange for common stock, as originally reported
$
194
$
(
50,204
)
Adoption of ASU 2020-06
(
50,204
)
50,204
Issuance of preferred stock in exchange for common stock, as adjusted
$
(
50,010
)
$
—
12
LENDINGCLUB CORPORATION
Notes to Condensed Consolidated Financial Statements
(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)
(Unaudited)
In addition, since the beneficial conversion feature is no longer recorded as a deemed dividend the allocation of net income (loss) attributable to stockholders and the related Basic and Diluted net income (loss) per share (EPS) has been adjusted, as shown in the following table:
Six Months Ended June 30, 2020
Common Stock
Preferred Stock
Net income (loss) attributable to stockholders, as originally reported
$
(
154,890
)
$
28,332
Adoption of ASU 2020-06
43,991
(
43,991
)
Net loss attributable to stockholders, as adjusted
$
(
110,899
)
$
(
15,659
)
Basic and Diluted EPS, as originally reported
$
(
1.98
)
$
2.56
Adoption of ASU 2020-06
0.57
(
3.97
)
Basic and Diluted EPS, as adjusted
$
(
1.41
)
$
(
1.41
)
The adoption of this ASU did not impact the Company’s financial position and cash flows in the first half of 2020, nor did it change net loss reported in the period.
New Accounting Standards Not Yet Adopted
In March 2020, the FASB issued ASU 2020-04,
Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting,
which, if certain criteria are met, provides optional expedients and exceptions for applying generally accepted accounting principles to transactions affected by reference rate reform. These transactions include contract modifications, hedging relationships, and sale or transfer of debt securities classified as held-to-maturity. The provisions of the new standard may be adopted as of the beginning of the reporting period when the election is made until December 31, 2022. The Company is evaluating the impact of this ASU and does not expect it to have a material impact on the Company’s financial position, results of operations, cash flows and disclosures. The Company has not elected an adoption date.
In March 2022, the FASB issued ASU 2022-02,
Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures,
which eliminates the accounting guidance on troubled debt restructurings (TDRs) for creditors that have adopted the CECL model and amends the guidance on “vintage disclosures” to require disclosure of current period gross write-offs by year of origination. The ASU also updates the requirements related to accounting for credit losses under Accounting Standards Codification 326 and adds enhanced disclosures for creditors with respect to loan refinancings and restructurings for borrowers experiencing financial difficulty. The provisions of this standard are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, with early adoption permitted. The Company is evaluating the impact of this ASU.
2.
Marketplace Revenue
Marketplace revenue consists of (i) origination fees, (ii) servicing fees, (iii) gain (loss) on sales of loans and (iv) net fair value adjustments, as described below.
Origination Fees:
Origination fees are primarily fees earned related to originating and issuing unsecured personal loans that are held for sale.
Servicing Fees:
The Company receives servicing fees to compensate it for servicing loans on behalf of investors, including managing payments and collections from borrowers and payments to those investors. The amount of servicing fee revenue earned is predominantly affected by the servicing rates paid by investors and the outstanding
13
LENDINGCLUB CORPORATION
Notes to Condensed Consolidated Financial Statements
(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)
(Unaudited)
principal balance of loans serviced for investors. Servicing fee revenue related to loans sold also includes the associated change in fair value of servicing assets.
Gain (Loss) on Sales of Loans:
In connection with loan sales, the Company recognizes a gain or loss on the sale of loans based on the level to which the contractual servicing fee is above or below an estimated market rate of servicing. Additionally, the Company recognizes transaction costs, if any, as a loss on sale of loans.
Net Fair Value Adjustments:
The Company records fair value adjustments on loans that are recorded at fair value, including gains or losses from sale prices in excess of or less than the loan principal amount sold.
The following table presents components of marketplace revenue for the periods presented:
Three Months Ended
June 30,
Six Months Ended
June 30,
2022
2021
2022
2021
Origination fees
$
149,252
$
113,802
$
271,345
$
169,361
Servicing fees
18,166
22,714
36,680
45,880
Gain on sales of loans
29,319
19,317
53,429
27,640
Net fair value adjustments
9,647
(
4,098
)
24,896
(
9,419
)
Total marketplace revenue
$
206,384
$
151,735
$
386,350
$
233,462
14
LENDINGCLUB CORPORATION
Notes to Condensed Consolidated Financial Statements
(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)
(Unaudited)
3.
Net Income (Loss) Per Share
The following table details the computation of the Company’s Basic and Diluted EPS of common stock and Series A Preferred Stock:
Three Months Ended June 30,
2022
2021
Common Stock
Common Stock
Basic EPS:
Net income attributable to stockholders
$
182,060
$
9,371
Weighted-average common shares – Basic
102,776,867
97,785,089
Basic EPS
$
1.77
$
0.10
Diluted EPS:
Net income attributable to stockholders
$
182,060
$
9,371
Weighted-average common shares – Diluted
105,042,626
102,031,088
Diluted EPS
$
1.73
$
0.09
Six Months Ended June 30,
2022
2021
Common Stock
Common Stock
Preferred Stock
(1)
Basic EPS:
Net income (loss) attributable to stockholders
$
222,896
$
(
37,199
)
$
(
514
)
Weighted-average common shares – Basic
102,138,760
95,239,769
1,317,062
Basic EPS
$
2.18
$
(
0.39
)
$
(
0.39
)
Diluted EPS:
Net income (loss) attributable to stockholders
$
222,896
$
(
37,199
)
$
(
514
)
Weighted-average common shares – Diluted
104,644,825
95,239,769
1,317,062
Diluted EPS
$
2.13
$
(
0.39
)
$
(
0.39
)
(1)
Presented on an as-converted basis.
There were
no
weighted-average common shares that were excluded from the Company’s Diluted EPS computation during the second quarters of 2022 and 2021 or during the first half of 2022.
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 during the first half of 2021:
Restricted Stock Units (RSUs) and Performance-based RSUs (PBRSUs)
2,232,314
Preferred stock
1,317,062
Stock options
251,171
Total
3,800,547
15
LENDINGCLUB CORPORATION
Notes to Condensed Consolidated Financial Statements
(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)
(Unaudited)
4.
Securities Available for Sale
The amortized cost, gross unrealized gains and losses, credit valuation allowance, and fair value of available for sale (AFS) securities were as follows:
June 30, 2022
Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Fair
Value
U.S. agency residential mortgage-backed securities
$
265,677
$
—
$
(
28,498
)
$
237,179
U.S. agency securities
90,444
—
(
9,736
)
80,708
Commercial mortgage-backed securities
29,417
—
(
3,138
)
26,279
Other asset-backed securities
23,195
77
(
792
)
22,480
Asset-backed senior securities
14,653
—
—
14,653
Asset-backed subordinated securities
2,818
7,231
(
136
)
9,913
CLUB Certificate asset-backed securities
5,960
3,251
—
9,211
Municipal securities
3,287
—
(
716
)
2,571
Total securities available for sale
(1)
$
435,451
$
10,559
$
(
43,016
)
$
402,994
December 31, 2021
Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Fair
Value
U.S. agency residential mortgage-backed securities
$
125,985
$
—
$
(
2,286
)
$
123,699
Asset-backed senior securities
28,057
72
—
28,129
U.S. agency securities
26,902
1
(
731
)
26,172
Other asset-backed securities
26,112
151
(
130
)
26,133
Commercial mortgage-backed securities
26,649
1
(
552
)
26,098
CLUB Certificate asset-backed securities
15,049
3,236
—
18,285
Asset-backed subordinated securities
4,119
7,643
—
11,762
Municipal securities
3,297
—
(
45
)
3,252
Total securities available for sale
(1)
$
256,170
$
11,104
$
(
3,744
)
$
263,530
(1)
As of June 30, 2022 and December 31, 2021, includes $
357.9
million and $
236.8
million, respectively, of fair value securities pledged as collateral.
16
LENDINGCLUB CORPORATION
Notes to Condensed Consolidated Financial Statements
(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)
(Unaudited)
A summary of AFS securities with unrealized losses for which a credit valuation allowance has not been recorded, aggregated by period of continuous unrealized loss, is as follows:
Less than
12 months
12 months
or longer
Total
June 30, 2022
Fair
Value
Unrealized
Losses
Fair
Value
Unrealized
Losses
Fair
Value
Unrealized
Losses
U.S. agency residential mortgage-backed securities
$
203,425
$
(
22,147
)
$
33,754
$
(
6,351
)
$
237,179
$
(
28,498
)
U.S. agency securities
70,833
(
6,709
)
9,875
(
3,027
)
80,708
(
9,736
)
Commercial mortgage-backed securities
14,368
(
1,641
)
11,910
(
1,497
)
26,278
(
3,138
)
Other asset-backed securities
16,364
(
672
)
1,552
(
120
)
17,916
(
792
)
Asset-backed subordinated securities
674
(
136
)
—
—
674
(
136
)
Municipal securities
2,437
(
693
)
134
(
23
)
2,571
(
716
)
Total securities with unrealized losses
(1)
$
308,101
$
(
31,998
)
$
57,225
$
(
11,018
)
$
365,326
$
(
43,016
)
Less than
12 months
12 months
or longer
Total
December 31, 2021
Fair
Value
Unrealized
Losses
Fair
Value
Unrealized
Losses
Fair
Value
Unrealized
Losses
U.S. agency residential mortgage-backed securities
$
123,668
$
(
2,286
)
$
—
$
—
$
123,668
$
(
2,286
)
U.S. agency securities
24,175
(
731
)
—
—
24,175
(
731
)
Other asset-backed securities
13,224
(
130
)
—
—
13,224
(
130
)
Commercial mortgage-backed securities
25,927
(
552
)
—
—
25,927
(
552
)
Municipal securities
3,252
(
45
)
—
—
3,252
(
45
)
Total securities with unrealized losses
(1)
$
190,246
$
(
3,744
)
$
—
$
—
$
190,246
$
(
3,744
)
(1)
The number of investment positions with unrealized losses at June 30, 2022 and December 31, 2021 totaled
229
and
145
, respectively.
There was no activity in the allowance for AFS securities during the second quarter and first half of 2022.
The following table presents the activity in the allowance for AFS securities, by major security type, during the second quarter and first half of 2021:
Credit Valuation Allowance
CLUB Certificate asset-backed securities
Asset-backed subordinated securities
Total
Balance at March 31, 2021
$
(
48
)
$
(
866
)
$
(
914
)
Provision for credit loss expense
(
188
)
(
2,282
)
(
2,470
)
Reversal of credit loss expense
196
2,596
2,792
Balance at June 30, 2021
$
(
40
)
$
(
552
)
$
(
592
)
Credit Valuation Allowance
CLUB Certificate asset-backed securities
Asset-backed subordinated securities
Total
Balance at December 31, 2020
$
(
4,190
)
$
(
14,546
)
$
(
18,736
)
Reversal of credit loss expense
196
2,596
2,792
Reversal of allowance arising from PCD financial assets
3,954
11,398
15,352
Balance at June 30, 2021
$
(
40
)
$
(
552
)
$
(
592
)
17
LENDINGCLUB CORPORATION
Notes to Condensed Consolidated Financial Statements
(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)
(Unaudited)
The contractual maturities of AFS securities were as follows:
June 30, 2022
Amortized Cost
Fair Value
Weighted-
average
Yield
(1)
Due after 1 year through 5 years:
U.S. agency securities
$
9,000
$
8,881
3.50
%
Due after 5 years through 10 years:
U.S. agency residential mortgage-backed securities
7,057
6,880
Other asset-backed securities
676
690
Commercial mortgage-backed securities
4,110
3,640
U.S. agency securities
9,848
9,121
Municipal securities
626
539
Total due after 5 years through 10 years
22,317
20,870
2.43
%
Due after 10 years:
U.S. agency residential mortgage-backed securities
258,620
230,299
Other asset-backed securities
22,519
21,790
Commercial mortgage-backed securities
25,307
22,639
U.S. agency securities
71,596
62,706
Municipal securities
2,661
2,032
Total due after 10 years
380,703
339,466
2.36
%
Asset-backed securities related to Structured Program transactions
23,431
33,777
40.71
%
Total securities available for sale
$
435,451
$
402,994
4.38
%
(1)
The weighted-average yield is computed using the amortized cost at June 30, 2022.
There were no sales of AFS securities during the second quarters of 2022 and 2021 or the first half of 2022.
Proceeds and gross realized gains and losses from AFS securities during the first half of 2021 were as follows:
Proceeds
$
106,192
Gross realized gains
$
708
Gross realized losses
$
(
952
)
18
LENDINGCLUB CORPORATION
Notes to Condensed Consolidated Financial Statements
(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)
(Unaudited)
5.
Loans and Leases Held for Investment, Net of Allowance For Loan and Lease Losses
LendingClub records certain loans and leases held for investment (HFI) at amortized cost, whereas loans initially classified as held for sale (HFS) are recorded at fair value.
Accrued interest receivable is excluded from the amortized cost basis of loans and leases HFI and is reported within “Other assets” on the
Balance Sheet
. Accrued interest within that caption related to loans and leases HFI was $
25.1
million and $
15.6
million as of June 30, 2022 and
December 31, 2021, respectively
.
Loans and Leases Held for Investment
The Company defines its loans and leases HFI portfolio segments as (i) consumer and (ii) commercial. The following tables present the components of each portfolio segment by class of financing receivable:
June 30, 2022
December 31, 2021
Unsecured personal
$
2,964,950
$
1,804,578
Residential mortgages
176,900
151,362
Secured consumer
142,824
65,976
Total consumer loans held for investment
3,284,674
2,021,916
Equipment finance
(1)
164,104
149,155
Commercial real estate
339,524
310,399
Commercial and industrial
(2)
266,419
417,656
Total commercial loans and leases held for investment
770,047
877,210
Total loans and leases held for investment
4,054,721
2,899,126
Allowance for loan and lease losses
(
243,260
)
(
144,389
)
Loans and leases held for investment, net
(3)
$
3,811,461
$
2,754,737
(1)
Comprised of sales-type leases for equipment. See “
Note 16. Leases
” for additional information.
(2)
Includes $
118.8
million and $
268.3
million of pledged loans under the Paycheck Protection Program (PPP) as of June 30, 2022 and December 31, 2021, respectively.
(3)
As of June 30, 2022 and December 31, 2021, the Company had $
263.8
million and $
149.2
million in loans pledged as collateral under the Federal Reserve Bank (FRB) Discount Window, respectively.
June 30, 2022
Gross
ALLL
Net
Allowance Ratios
(1)
Total consumer loans held for investment
$
3,284,674
$
228,184
$
3,056,490
6.9
%
Total commercial loans and leases held for investment
(2)
770,047
15,076
754,971
2.0
%
Total loans and leases held for investment
(2)
$
4,054,721
$
243,260
$
3,811,461
6.0
%
December 31, 2021
Gross
ALLL
Net
Allowance Ratios
(1)
Total consumer loans held for investment
$
2,021,916
$
128,812
$
1,893,104
6.4
%
Total commercial loans and leases held for investment
(2)
877,210
15,577
861,633
1.8
%
Total loans and leases held for investment
(2)
$
2,899,126
$
144,389
$
2,754,737
5.0
%
(1)
Calculated as the ratio of allowance for loan and lease losses (ALLL) to loans and leases HFI.
(2)
As of June 30, 2022, excluding the $
118.8
million of PPP loans, the ALLL represented
2.3
% of commercial loans and leases HFI and
6.2
% of total loans and leases HFI. As of December 31, 2021, excluding $
268.3
million of PPP loans, the ALLL represented
2.6
% of commercial loans and leases HFI and
5.5
% of total loans and leases HFI. PPP loans are guaranteed by the Small Business Administration (SBA) and, therefore, the Company determined no ACL is required on these loans.
19
LENDINGCLUB CORPORATION
Notes to Condensed Consolidated Financial Statements
(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)
(Unaudited)
The activity in the ACL by portfolio segment was as follows:
Three Months Ended June 30,
2022
2021
Consumer
Commercial
Total
Consumer
Commercial
Total
Allowance for loan and lease losses, beginning of period
$
173,857
$
14,128
$
187,985
$
19,785
$
16,347
$
36,132
Credit loss expense for loans and leases held for investment
68,314
1,739
70,053
34,317
659
34,976
Charge-offs
(1)
(
14,707
)
(
1,145
)
(
15,852
)
(
90
)
(
156
)
(
246
)
Recoveries
720
354
1,074
46
173
219
Allowance for loan and lease losses, end of period
$
228,184
$
15,076
$
243,260
$
54,058
$
17,023
$
71,081
Reserve for unfunded lending commitments, beginning of period
$
—
$
1,512
$
1,512
$
6
$
404
$
410
Credit loss expense for unfunded lending commitments
136
377
513
(
6
)
(
14
)
(
20
)
Reserve for unfunded lending commitments, end of period
(2)
$
136
$
1,889
$
2,025
$
—
$
390
$
390
Six Months Ended June 30,
2022
2021
Consumer
Commercial
Total
Consumer
Commercial
Total
Allowance for loan and lease losses, beginning of period
$
128,812
$
15,577
$
144,389
$
—
$
—
$
—
Credit loss expense for loans and leases held for investment
(3)
122,032
249
122,281
53,499
5,030
58,529
Initial allowance for PCD loans acquired during the period
(4)
—
—
—
603
11,837
12,440
Charge-offs
(1)
(
23,724
)
(
1,217
)
(
24,941
)
(
90
)
(
156
)
(
246
)
Recoveries
1,064
467
1,531
46
312
358
Allowance for loan and lease losses, end of period
$
228,184
$
15,076
$
243,260
$
54,058
$
17,023
$
71,081
Reserve for unfunded lending commitments, beginning of period
$
—
$
1,231
$
1,231
$
—
$
—
$
—
Credit loss expense for unfunded lending commitments
136
658
794
—
390
390
Reserve for unfunded lending commitments, end of period
(2)
$
136
$
1,889
$
2,025
$
—
$
390
$
390
(1)
Unsecured personal loans are charged-off when a borrower is (i) contractually 120 days past due or (ii) two payments past due and has filed for bankruptcy or is deceased.
(2)
Relates to $
132.6
million and $
107.5
million of unfunded commitments as of June 30, 2022 and 2021, respectively.
(3)
Includes $
6.9
million of credit loss expense for Radius loans at Acquisition for the first quarter of 2021.
(4)
For acquired PCD loans, an ACL of $
30.4
million was required with a corresponding increase to the amortized cost basis as of the acquisition date for the first quarter of 2021. For PCD loans where all or a portion of the loan balance had been previously written-off, or would be subject to write-off under the Company’s charge-off
20
LENDINGCLUB CORPORATION
Notes to Condensed Consolidated Financial Statements
(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)
(Unaudited)
policy, an ACL of $
18.0
million included as part of the grossed-up loan balance at Acquisition was immediately written-off during the first quarter of 2021. The net impact to the allowance for PCD assets on the acquisition date was $
12.4
million for the first quarter of 2021.
Consumer Lending Credit Quality Indicators
The Company evaluates the credit quality of its consumer loan portfolio based on the aging status of the loan and by payment activity. Loan delinquency reporting is based upon borrower payment activity relative to the contractual terms of the loan.
The following tables present the classes of financing receivables within the consumer portfolio segment by credit quality indicator based on delinquency status and origination year:
June 30, 2022
Term Loans and Leases by Origination Year
2022
2021
2020
2019
2018
Prior
Total
Unsecured personal
Current
$
1,593,072
$
1,350,115
$
—
$
—
$
—
$
—
$
2,943,187
30-59 days past due
1,705
7,166
—
—
—
—
8,871
60-89 days past due
1,268
6,027
—
—
—
—
7,295
90 or more days past due
648
4,949
—
—
—
—
5,597
Total unsecured personal
1,596,693
1,368,257
—
—
—
—
2,964,950
Residential mortgages
Current
18,178
60,143
33,895
21,999
4,626
37,308
176,149
30-59 days past due
—
—
—
—
—
—
—
60-89 days past due
—
—
—
—
—
170
170
90 or more days past due
—
—
—
—
—
581
581
Total residential mortgages
18,178
60,143
33,895
21,999
4,626
38,059
176,900
Secured consumer
Current
87,899
49,031
—
2,583
—
—
139,513
30-59 days past due
319
552
—
—
—
—
871
60-89 days past due
70
46
—
—
—
—
116
90 or more days past due
—
50
—
—
1,893
381
2,324
Total secured consumer
88,288
49,679
—
2,583
1,893
381
142,824
Total consumer loans held for investment
$
1,703,159
$
1,478,079
$
33,895
$
24,582
$
6,519
$
38,440
$
3,284,674
21
LENDINGCLUB CORPORATION
Notes to Condensed Consolidated Financial Statements
(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)
(Unaudited)
December 31, 2021
Term Loans and Leases by Origination Year
2021
2020
2019
2018
2017
Prior
Within Revolving Period
Total
Unsecured personal
Current
$
1,796,678
$
—
$
—
$
—
$
—
$
—
$
—
$
1,796,678
30-59 days past due
3,624
—
—
—
—
—
—
3,624
60-89 days past due
2,600
—
—
—
—
—
—
2,600
90 or more days past due
1,676
—
—
—
—
—
—
1,676
Total unsecured personal
1,804,578
—
—
—
—
—
—
1,804,578
Residential mortgages
Current
36,732
37,620
26,798
7,277
2,682
37,685
1,265
150,059
30-59 days past due
—
—
—
—
—
142
—
142
60-89 days past due
—
—
—
—
92
—
—
92
90 or more days past due
—
—
—
—
251
818
—
1,069
Total residential mortgages
36,732
37,620
26,798
7,277
3,025
38,645
1,265
151,362
Secured consumer
Current
62,731
—
—
—
—
—
10
62,741
30-59 days past due
171
—
—
—
—
—
—
171
60-89 days past due
53
—
—
—
—
—
—
53
90 or more days past due
—
—
—
2,629
382
—
—
3,011
Total secured consumer
62,955
—
—
2,629
382
—
10
65,976
Total consumer loans held for investment
$
1,904,265
$
37,620
$
26,798
$
9,906
$
3,407
$
38,645
$
1,275
$
2,021,916
Commercial Lending Credit Quality Indicators
The Company evaluates the credit quality of its commercial loan portfolio based on regulatory risk ratings. The Company categorizes loans and leases into risk ratings based on relevant information about the quality and realizable value of collateral, if any, and the ability of borrowers to service their debts, such as current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. The Company analyzes loans and leases individually by classifying the loans and leases based on their associated credit risk and performs this analysis whenever credit is extended, renewed or modified, or when an observable event occurs indicating a potential decline in credit quality, and no less than annually for large balance loans. Risk rating classifications consist of the following:
Pass
– Loans and leases that the Company believes will fully repay in accordance with the contractual loan terms.
Special Mention
– Loans and leases with a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or the Company’s credit position at some future date.
Substandard
– Loans and leases that are inadequately protected by the current sound worth and paying capacity of the obligator or of the collateral pledged, if any. Loans and leases so classified have a well-defined weakness or weaknesses that jeopardize the repayment and liquidation of the debt. They are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected. Normal payment from the borrower is in jeopardy, although loss of principal, while still possible, is not imminent.
Doubtful
– Loans and leases that have all the weaknesses inherent in those classified as Substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently known facts, conditions, and values, highly questionable and improbable.
Loss
– Loans and leases that are considered uncollectible and of little value.
22
LENDINGCLUB CORPORATION
Notes to Condensed Consolidated Financial Statements
(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)
(Unaudited)
The following tables present the classes of financing receivables within the commercial portfolio segment by risk rating and origination year:
June 30, 2022
Term Loans and Leases by Origination Year
2022
2021
2020
2019
2018
Prior
Total
Equipment finance
Pass
$
38,547
$
46,014
$
30,499
$
22,261
$
13,643
$
8,805
$
159,769
Special mention
—
2,341
—
1,673
—
—
4,014
Substandard
—
—
—
—
321
—
321
Doubtful
—
—
—
—
—
—
—
Loss
—
—
—
—
—
—
—
Total equipment finance
38,547
48,355
30,499
23,934
13,964
8,805
164,104
Commercial real estate
Pass
42,015
55,353
54,903
53,913
39,314
68,991
314,489
Special mention
—
—
8,415
—
1,357
1,646
11,418
Substandard
—
—
—
265
2,362
10,450
13,077
Doubtful
—
—
—
—
—
—
—
Loss
—
—
—
—
—
540
540
Total commercial real estate
42,015
55,353
63,318
54,178
43,033
81,627
339,524
Commercial and industrial
Pass
19,232
157,143
28,776
17,649
5,184
14,143
242,127
Special mention
—
188
2,111
2,018
168
337
4,822
Substandard
—
4,904
4,366
3,760
2,100
2,062
17,192
Doubtful
—
—
—
—
—
1,170
1,170
Loss
—
—
—
—
6
1,102
1,108
Total commercial and industrial
(1)
19,232
162,235
35,253
23,427
7,458
18,814
266,419
Total commercial loans and leases held for investment
$
99,794
$
265,943
$
129,070
$
101,539
$
64,455
$
109,246
$
770,047
(1)
Includes $
118.8
million of PPP loans.
23
LENDINGCLUB CORPORATION
Notes to Condensed Consolidated Financial Statements
(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)
(Unaudited)
December 31, 2021
Term Loans and Leases by Origination Year
2021
2020
2019
2018
2017
Prior
Within Revolving Period
Total
Equipment finance
Pass
$
52,440
$
35,398
$
26,918
$
15,457
$
6,184
$
8,814
$
—
$
145,211
Special mention
1,531
—
1,810
—
—
—
—
3,341
Substandard
—
—
—
603
—
—
—
603
Doubtful
—
—
—
—
—
—
—
—
Loss
—
—
—
—
—
—
—
—
Total equipment finance
53,971
35,398
28,728
16,060
6,184
8,814
—
149,155
Commercial real estate
Pass
55,613
55,202
54,460
39,981
22,366
57,235
—
284,857
Special mention
—
8,397
—
1,366
1,018
7,242
—
18,023
Substandard
—
—
277
2,496
—
4,179
—
6,952
Doubtful
—
—
—
—
—
—
—
—
Loss
—
—
—
—
—
567
—
567
Total commercial real estate
55,613
63,599
54,737
43,843
23,384
69,223
—
310,399
Commercial and industrial
Pass
241,368
108,574
24,106
7,874
14,756
8,058
599
405,335
Special mention
—
—
2,207
463
1,467
40
—
4,177
Substandard
—
1,122
862
1,858
1,525
1,571
87
7,025
Doubtful
—
—
—
—
—
—
—
—
Loss
—
—
—
52
4
1,063
—
1,119
Total commercial and industrial
(1)
241,368
109,696
27,175
10,247
17,752
10,732
686
417,656
Total commercial loans and leases held for investment
$
350,952
$
208,693
$
110,640
$
70,150
$
47,320
$
88,769
$
686
$
877,210
(1)
Includes $
268.3
million of PPP loans.
The following tables present an analysis of the past due loans and leases HFI within the commercial portfolio segment:
June 30, 2022
30-59
Days
60-89
Days
90 or More Days
Total Days Past Due
Equipment finance
$
468
$
912
$
—
$
1,380
Commercial real estate
—
—
538
538
Commercial and industrial
(1)
—
48
1,353
1,401
Total commercial loans and leases held for investment
$
468
$
960
$
1,891
$
3,319
December 31, 2021
30-59
Days
60-89
Days
90 or More
Days
Total Days Past Due
Equipment finance
$
—
$
—
$
—
$
—
Commercial real estate
104
—
609
713
Commercial and industrial
(1)
—
—
1,410
1,410
Total commercial loans and leases held for investment
$
104
$
—
$
2,019
$
2,123
(1)
Past due PPP loans are excluded from the tables.
Nonaccrual Assets
Nonaccrual loans and leases are those for which accrual of interest has been suspended. Loans and leases are generally placed on nonaccrual status when contractually past due 90 days or more, or earlier if management
24
LENDINGCLUB CORPORATION
Notes to Condensed Consolidated Financial Statements
(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)
(Unaudited)
believes that the probability of collection does not warrant further accrual, and are charged-off no later than 120 days past due.
The following table presents nonaccrual loans and leases:
June 30, 2022
December 31, 2021
Nonaccrual
(1)
Nonaccrual with no related ACL
(2)
Nonaccrual
(1)
Nonaccrual with no related ACL
(2)
Unsecured personal
$
5,597
$
—
$
1,676
$
—
Residential mortgages
772
772
1,373
1,373
Secured consumer
2,325
2,274
3,011
3,011
Total nonaccrual consumer loans held for investment
8,694
3,046
6,060
4,384
Equipment finance
321
—
603
—
Commercial real estate
907
907
989
989
Commercial and industrial
12,911
5,964
2,333
1,061
Total nonaccrual commercial loans and leases held for investment
14,139
6,871
3,925
2,050
Total nonaccrual loans and leases held for investment
$
22,833
$
9,917
$
9,985
$
6,434
(1)
Excluding PPP loans, there were no loans and leases that were 90 days or more past due and accruing as of both June 30, 2022 and December 31, 2021.
(2)
Subset of total nonaccrual loans and leases.
June 30, 2022
December 31, 2021
Nonaccrual
Nonaccrual Ratios
(1)
Nonaccrual
Nonaccrual Ratios
(1)
Total nonaccrual consumer loans held for investment
$
8,694
0.26
%
$
6,060
0.30
%
Total nonaccrual commercial loans and leases held for investment
14,139
1.84
%
3,925
0.45
%
Total nonaccrual loans and leases held for investment
(2)
$
22,833
0.56
%
$
9,985
0.34
%
(1)
Calculated as the ratio of nonaccruing loans and leases to loans and leases HFI.
(2)
Nonaccruing loans and leases represented
0.58
% and
0.38
% of total loans and leases HFI, excluding PPP loans, as of June 30, 2022 and December 31, 2021, respectively.
Collateral-Dependent Assets
Certain loans on non-accrual status and certain TDR loans may be considered collateral-dependent loans if the borrower is experiencing financial difficulty and repayment of the loan is expected to be substantially through sale or operation of the collateral. Expected credit losses for the Company’s collateral-dependent loans are calculated as the difference between the amortized cost basis and the fair value of the underlying collateral less costs to sell, if applicable.
Purchased Financial Assets with Credit Deterioration
Acquired loans are recorded at their fair value, which may result in the recognition of a discount or premium. In addition, the purchase price of PCD loans is grossed-up upon acquisition for the initial estimate of ACL. Subsequent changes to the ACLs are recorded as additions to or reversals of credit losses on the Condensed Consolidated Statements of Income (Income Statement).
25
LENDINGCLUB CORPORATION
Notes to Condensed Consolidated Financial Statements
(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)
(Unaudited)
There were no acquired PCD loans during the second quarter and first half of 2022.
Acquired PCD loans during the first half of 2021 were as follows:
Purchase price
$
337,118
Allowance for expected credit losses
(1)
30,378
Discount attributable to other factors
12,204
Par value
$
379,700
(1)
For acquired PCD loans, an ACL of $
30.4
million was required with a corresponding increase to the amortized cost basis as of the acquisition date for the first quarter of 2021. For PCD loans where all or a portion of the loan balance had been previously written-off, or would be subject to write-off under the Company’s charge-off policy, an ACL of $
18.0
million included as part of the grossed-up loan balance at acquisition was immediately written-off during the first quarter of 2021. The net impact to the allowance for PCD assets on the acquisition date was $
12.4
million for the first quarter of 2021.
6.
Securitizations and Variable Interest Entities
VIE Assets and Liabilities
The following tables provide the classifications of assets and liabilities on the Balance Sheet for its transactions with consolidated and unconsolidated VIEs. Additionally, the assets and liabilities in the tables below exclude intercompany balances that eliminate in consolidation:
June 30, 2022
Consolidated VIEs
Unconsolidated VIEs
Total
Assets
Restricted cash
$
8,865
$
—
$
8,865
Securities available for sale at fair value
—
33,778
33,778
Retail and certificate loans held for investment at fair value
4,545
—
4,545
Other loans held for investment at fair value
10,388
—
10,388
Other assets
272
12,722
12,994
Total assets
$
24,070
$
46,500
$
70,570
Liabilities
Retail notes, certificates and secured borrowings at fair value
$
4,545
$
—
$
4,545
Payable on Structured Program borrowings
15,274
—
15,274
Other liabilities
57
—
57
Total liabilities
19,876
—
19,876
Total net assets
$
4,194
$
46,500
$
50,694
26
LENDINGCLUB CORPORATION
Notes to Condensed Consolidated Financial Statements
(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)
(Unaudited)
December 31, 2021
Consolidated VIEs
Unconsolidated VIEs
Total
Assets
Restricted cash
$
13,462
$
—
$
13,462
Securities available for sale at fair value
—
58,177
58,177
Loans held for sale at fair value
41,734
—
41,734
Retail and certificate loans held for investment at fair value
10,281
—
10,281
Other loans held for investment at fair value
20,929
—
20,929
Other assets
584
17,156
17,740
Total assets
$
86,990
$
75,333
$
162,323
Liabilities
Retail notes, certificates and secured borrowings at fair value
$
10,281
$
—
$
10,281
Payable on Structured Program borrowings
65,451
—
65,451
Other liabilities
467
—
467
Total liabilities
76,199
—
76,199
Total net assets
$
10,791
$
75,333
$
86,124
Unconsolidated VIEs
The Company’s transactions with unconsolidated VIEs include Structured Program transactions. The Company has various forms of involvement with VIEs, including servicing of loans and holding senior or subordinated residual interests in the VIEs.
The following tables present total unconsolidated VIEs with which the Company has significant continuing involvement, but is not the primary beneficiary:
June 30, 2022
Total VIE Assets
Securities Available for Sale
Other Assets
Net Assets
Carrying value
$
827,301
$
33,778
$
12,722
$
46,500
Total exposure
N/A
$
33,778
$
12,722
$
46,500
December 31, 2021
Total VIE Assets
Securities Available for Sale
Other Assets
Net Assets
Carrying value
$
1,386,279
$
58,177
$
17,156
$
75,333
Total exposure
N/A
$
58,177
$
17,156
$
75,333
N/A – Not applicable
“Total VIE Assets” represents the remaining principal balance of loans held by unconsolidated VIEs. “Net Assets” continue to decline due to the ongoing paydown of loan balances from prior Structured Program transactions.
“Securities Available for Sale” and “Other Assets” are the balances on the Balance Sheet related to its involvement with the unconsolidated VIEs. “Other Assets” primarily includes the Company’s servicing assets and servicing receivables. “Total Exposure” refers to the Company’s maximum exposure to loss from its involvement with unconsolidated VIEs. It represents estimated loss that would be incurred under severe, hypothetical circumstances, for which the Company believes the possibility is extremely remote, such as where the value of interests and any associated collateral declines to zero. Accordingly, this required disclosure is not an indication of expected losses.
27
LENDINGCLUB CORPORATION
Notes to Condensed Consolidated Financial Statements
(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)
(Unaudited)
The following table summarizes activity related to the Unconsolidated Trusts and Certificate Program trusts, with the transfers accounted for as a sale on the Company’s financial statements:
Three Months Ended June 30,
2022
2021
Cash proceeds from servicing and other administrative fees on loans securitized or sold
$
2,407
$
6,513
Cash proceeds for interest received on senior securities and subordinated securities
$
2,384
$
3,745
Six Months Ended June 30,
2022
2021
Principal derecognized from loans securitized or sold
$
41,023
$
—
Net gains recognized from loans securitized or sold
$
259
$
—
Fair value of asset-backed senior and subordinated securities, and CLUB Certificate asset-backed securities retained upon settlement
$
2,180
$
—
Cash proceeds from servicing and other administrative fees on loans securitized or sold
$
5,512
$
14,448
Proceeds from sale of securities by consolidated VIE
$
5,320
$
—
Cash proceeds for interest received on senior securities and subordinated securities
$
5,079
$
5,611
The Company and other investors in the subordinated interests issued by trusts and Certificate Program trusts have rights to cash flows only after the investors holding the senior securities issued by the trusts have first received their contractual cash flows. The investors and the trusts have no direct recourse to the Company’s assets, and holders of the securities issued by the trusts can look only to the assets of the securitization trusts that issued their securities for payment. The beneficial interests held by the Company are subject principally to the credit and prepayment risk stemming from the underlying unsecured personal loans.
Off-Balance Sheet Loans
Off-balance sheet loans pursuant to unconsolidated VIE’s primarily relate to Structured Program transactions for which the Company has some form of continuing involvement, including as servicer.
As of June 30, 2022, the aggregate unpaid principal balance of the off-balance sheet loans related to Structured Program transactions was $
758.9
million, of which $
20.1
million was attributable to off-balance sheet loans that were 31 days or more past due. As of December 31, 2021, the aggregate unpaid principal balance of the off-balance sheet loans related to Structured Program transactions was $
1.3
billion, of which $
35.0
million was attributable to off-balance sheet loans that were 31 days or more past due. For such loans, the Company would only experience a loss if it was required to repurchase a loan due to a breach in representations and warranties associated with its loan sale or servicing contracts.
28
LENDINGCLUB CORPORATION
Notes to Condensed Consolidated Financial Statements
(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)
(Unaudited)
7.
Fair Value of Assets and Liabilities
For a description of the fair value hierarchy and the Company’s fair value methodologies, see “
Part II – Item 8. Financial Statements and Supplementary Data – Note 1. Summary of Significant Accounting Policies
”
in the
Annual Report.
The Company records certain assets and liabilities at fair value as listed in the following tables.
Financial Instruments, Assets and Liabilities Recorded at Fair Value
The following tables present the fair value hierarchy for assets and liabilities measured at fair value:
June 30, 2022
Level 1 Inputs
Level 2 Inputs
Level 3 Inputs
Balance at
Fair Value
Assets:
Loans held for sale at fair value
$
—
$
—
$
62,811
$
62,811
Retail and certificate loans held for investment at fair value
—
—
122,078
122,078
Other loans held for investment at fair value
—
—
20,583
20,583
Securities available for sale:
U.S. agency residential mortgage-backed securities
—
237,179
—
237,179
U.S. agency securities
—
80,708
—
80,708
Commercial mortgage-backed securities
—
26,279
—
26,279
Asset-backed senior securities and subordinated securities
—
14,653
9,913
24,566
Other asset-backed securities
—
22,480
—
22,480
CLUB Certificate asset-backed securities
—
—
9,211
9,211
Municipal securities
—
2,571
—
2,571
Total securities available for sale
—
383,870
19,124
402,994
Servicing assets
—
—
79,427
79,427
Other assets
—
—
3,190
3,190
Total assets
$
—
$
383,870
$
307,213
$
691,083
Liabilities:
Retail notes, certificates and secured borrowings
$
—
$
—
$
122,078
$
122,078
Payable on Structured Program borrowings
—
—
15,274
15,274
Other liabilities
—
—
9,328
9,328
Total liabilities
$
—
$
—
$
146,680
$
146,680
29
LENDINGCLUB CORPORATION
Notes to Condensed Consolidated Financial Statements
(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)
(Unaudited)
December 31, 2021
Level 1 Inputs
Level 2 Inputs
Level 3 Inputs
Balance at
Fair Value
Assets:
Loans held for sale at fair value
$
—
$
—
$
142,370
$
142,370
Retail and certificate loans held for investment at fair value
—
—
229,719
229,719
Other loans held for investment at fair value
—
—
21,240
21,240
Securities available for sale:
U.S. agency residential mortgage-backed securities
—
123,699
—
123,699
Asset-backed senior securities and subordinated securities
—
28,129
11,762
39,891
U.S. agency securities
—
26,172
—
26,172
Other asset-backed securities
—
26,133
—
26,133
Commercial mortgaged-backed securities
—
26,098
—
26,098
CLUB Certificate asset-backed securities
—
—
18,285
18,285
Municipal securities
—
3,252
—
3,252
Total securities available for sale
—
233,483
30,047
263,530
Servicing assets
—
—
67,726
67,726
Other assets
—
2,812
3,312
6,124
Total assets
$
—
$
236,295
$
494,414
$
730,709
Liabilities:
Retail notes, certificates and secured borrowings
$
—
$
—
$
229,719
$
229,719
Payable on Structured Program borrowings
—
—
65,451
65,451
Other liabilities
—
—
12,911
12,911
Total liabilities
$
—
$
—
$
308,081
$
308,081
Financial instruments are categorized in the valuation hierarchy based on the significance of observable or unobservable factors in the overall fair value measurement. For the financial instruments listed in the tables above that do not trade in an active market with readily observable prices, the Company uses significant unobservable inputs to measure the fair value of these assets and liabilities. These fair value estimates may also include observable, actively quoted components derived from external sources. As a result, changes in fair value for assets and liabilities within the Level 2 or Level 3 categories may include changes in fair value that were attributable to observable and unobservable inputs, respectively. The Company primarily uses a discounted cash flow (DCF) model to estimate the fair value of Level 3 instruments based on the present value of estimated future cash flows. This model uses inputs that are inherently judgmental and reflect the Company’s best estimates of the assumptions a market participant would use to calculate fair value. The Company did not transfer any assets or liabilities in or out of Level 3 during the second quarters and first halves of 2022 or 2021.
30
LENDINGCLUB CORPORATION
Notes to Condensed Consolidated Financial Statements
(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)
(Unaudited)
Loans Held for Sale at Fair Value
As of both June 30, 2022 and December 31, 2021, the majority of loans HFS were sold shortly after origination and at committed prices. Therefore, the Company is generally not exposed to fair value fluctuations as a result of adverse changes in key assumptions.
Fair Value Reconciliation
The following tables present additional information about Level 3 loans HFS on a recurring basis:
Outstanding Principal Balance
Valuation Adjustment
Fair Value
Balance at March 31, 2022
$
157,652
$
(
922
)
$
156,730
Originations and purchases
2,728,499
—
2,728,499
Transfers to loans held for investment
(
11,888
)
—
(
11,888
)
Sales
(
2,803,105
)
(
8,738
)
(
2,811,843
)
Principal payments and retirements
(
8,112
)
—
(
8,112
)
Charge-offs, net of recoveries
(
285
)
(
127
)
(
412
)
Change in fair value recorded in earnings
—
9,837
9,837
Balance at June 30, 2022
$
62,761
$
50
$
62,811
Outstanding Principal Balance
Valuation Adjustment
Fair Value
Balance at December 31, 2021
$
147,193
$
(
4,823
)
$
142,370
Originations and purchases
4,999,424
—
4,999,424
Transfers to loans held for investment
(
11,888
)
—
(
11,888
)
Sales
(
5,050,753
)
(
18,791
)
(
5,069,544
)
Principal payments and retirements
(
20,398
)
—
(
20,398
)
Charge-offs, net of recoveries
(
817
)
(
645
)
(
1,462
)
Change in fair value recorded in earnings
—
24,309
24,309
Balance at June 30, 2022
$
62,761
$
50
$
62,811
Outstanding Principal Balance
Valuation Adjustment
Fair Value
Balance at March 31, 2021
$
174,130
$
(
7,507
)
$
166,623
Originations and purchases
2,038,450
—
2,038,450
Sales
(
1,994,910
)
3,616
(
1,991,294
)
Principal payments and retirements
(
28,914
)
—
(
28,914
)
Charge-offs, net of recoveries
(
1,768
)
734
(
1,034
)
Change in fair value recorded in earnings
—
(
3,770
)
(
3,770
)
Balance at June 30, 2021
$
186,988
$
(
6,927
)
$
180,061
Outstanding Principal Balance
Valuation Adjustment
Fair Value
Balance at December 31, 2020
$
132,600
$
(
10,698
)
$
121,902
Originations and purchases
2,980,395
(
1,629
)
2,978,766
Sales
(
2,868,645
)
10,653
(
2,857,992
)
Principal payments and retirements
(
51,735
)
—
(
51,735
)
Charge-offs, net of recoveries
(
5,627
)
3,920
(
1,707
)
Change in fair value recorded in earnings
—
(
9,173
)
(
9,173
)
Balance at June 30, 2021
$
186,988
$
(
6,927
)
$
180,061
31
LENDINGCLUB CORPORATION
Notes to Condensed Consolidated Financial Statements
(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)
(Unaudited)
Retail and Certificate Loans and Related Notes, Certificates and Secured Borrowings
The Company does not assume principal or interest rate risk on loans that were funded by its member payment- dependent self-directed retail program (Retail Program) because loan balances, interest rates and maturities are matched and offset by an equal balance of notes with the exact same interest rates and maturities. At June 30, 2022 and December 31, 2021, the DCF methodology used to estimate the retail note, certificate and secured borrowings’ fair values used the same projected net cash flows as their related loans. Therefore, the fair value adjustments for retail loans held for investment were largely offset by the corresponding fair value adjustments due to the payment dependent design of the retail notes, certificates and secured borrowings.
S
ervicing Assets
Significant Unobservable Inputs
The following table presents quantitative information about the significant unobservable inputs used for the Company’s Level 3 fair value measurements for servicing assets relating to loans sold to investors:
June 30, 2022
December 31, 2021
Minimum
Maximum
Weighted-
Average
Minimum
Maximum
Weighted-
Average
Discount rates
7.5
%
16.4
%
10.0
%
7.5
%
16.4
%
10.0
%
Net cumulative expected loss rates
(1)
2.2
%
30.1
%
11.8
%
2.4
%
26.4
%
10.2
%
Cumulative expected prepayment rates
(1)
31.2
%
46.6
%
40.2
%
32.1
%
45.9
%
38.4
%
Total market servicing rates (% per annum on outstanding principal balance)
(2)
0.62
%
0.62
%
0.62
%
0.62
%
0.62
%
0.62
%
(1)
Expressed as a percentage of the original principal balance of the loan.
(2)
Includes collection fees estimated to be paid to a hypothetical third-party servicer.
Significant Recurring Level 3 Fair Value Input Sensitivity
The Company’s selection of the most representative market servicing rates for servicing assets is inherently judgmental. The Company reviews third-party servicing rates for its loans, loans in similar credit sectors, and market servicing benchmarking analyses provided by third-party valuation firms, when available.
The table below shows the impact on the estimated fair value of servicing assets, calculated using different market servicing rate assumptions:
June 30, 2022
December 31, 2021
Weighted-average market servicing rate assumptions
0.62
%
0.62
%
Change in fair value from:
Servicing rate increase by
0.10
%
$
(
11,000
)
$
(
9,495
)
Servicing rate decrease by
0.10
%
$
11,000
$
9,495
32
LENDINGCLUB CORPORATION
Notes to Condensed Consolidated Financial Statements
(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)
(Unaudited)
The following table presents the fair value sensitivity of servicing assets to adverse changes in key assumptions:
June 30, 2022
December 31, 2021
Fair value of Servicing Assets
$
79,427
$
67,726
Discount rates
100 basis point increase
$
(
654
)
$
(
558
)
200 basis point increase
$
(
1,308
)
$
(
1,115
)
Expected loss rates
10% adverse change
$
(
676
)
$
(
693
)
20% adverse change
$
(
1,353
)
$
(
1,386
)
Expected prepayment rates
10% adverse change
$
(
2,118
)
$
(
2,401
)
20% adverse change
$
(
4,236
)
$
(
4,802
)
Fair Value Reconciliation
The following table presents additional information about Level 3 servicing assets measured at fair value on a recurring basis:
Three Months Ended
June 30,
Six Months Ended
June 30,
2022
2021
2022
2021
Fair value at beginning of period
$
72,112
$
54,113
$
67,726
$
56,347
Issuances
(1)
29,090
17,968
51,455
25,203
Change in fair value, included in Marketplace revenue
(
21,034
)
(
12,763
)
(
38,013
)
(
24,600
)
Other net changes included in Deferred revenue
(
741
)
(
590
)
(
1,741
)
1,778
Fair value at end of period
$
79,427
$
58,728
$
79,427
$
58,728
(1)
Represents the gains or losses on sales of the related loans.
33
LENDINGCLUB CORPORATION
Notes to Condensed Consolidated Financial Statements
(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)
(Unaudited)
Financial Instruments, Assets and Liabilities Not Recorded at Fair Value
The following tables present the fair value hierarchy for financial instruments, assets, and liabilities not recorded at fair value:
June 30, 2022
Carrying Amount
Level 1 Inputs
Level 2 Inputs
Level 3 Inputs
Balance at
Fair Value
Assets:
Loans and leases held for investment, net
$
3,811,461
$
—
$
—
$
4,093,185
$
4,093,185
Other assets
1,834
—
25,054
1,834
26,888
Total assets
$
3,813,295
$
—
$
25,054
$
4,095,019
$
4,120,073
Liabilities:
Deposits
(1)
$
239,430
$
—
$
—
$
239,430
$
239,430
Short-term borrowings
7,983
—
7,983
—
7,983
Advances from PPPLF
123,444
—
—
123,444
123,444
Other long-term debt
15,300
—
—
15,300
15,300
Other liabilities
55,869
—
21,898
33,971
55,869
Total liabilities
$
442,026
$
—
$
29,881
$
412,145
$
442,026
December 31, 2021
Carrying Amount
Level 1 Inputs
Level 2 Inputs
Level 3 Inputs
Balance at
Fair Value
Assets:
Loans held for sale
$
248,878
$
—
$
—
$
251,101
$
251,101
Loans and leases held for investment, net
2,754,737
—
—
2,964,691
2,964,691
Other assets
18,274
—
15,630
2,644
18,274
Total assets
$
3,021,889
$
—
$
15,630
$
3,218,436
$
3,234,066
Liabilities:
Deposits
(1)
$
68,405
$
—
$
—
$
68,405
$
68,405
Short-term borrowings
27,780
—
17,595
10,185
27,780
Advances from PPPLF
271,933
—
—
271,933
271,933
Other long-term debt
15,455
—
—
15,455
15,455
Other liabilities
51,655
—
22,187
29,468
51,655
Total liabilities
$
435,228
$
—
$
39,782
$
395,446
$
435,228
(1)
Excludes deposit liabilities with no defined or contractual maturities.
34
LENDINGCLUB CORPORATION
Notes to Condensed Consolidated Financial Statements
(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)
(Unaudited)
8.
Property, Equipment and Software, Net
Property, equipment and software, net, consist of the following:
June 30, 2022
December 31, 2021
Software
(1)
$
150,734
$
121,102
Leasehold improvements
38,087
37,347
Computer equipment
29,896
29,598
Furniture and fixtures
7,371
8,346
Total property, equipment and software
226,088
196,393
Accumulated depreciation and amortization
(
106,112
)
(
98,397
)
Total property, equipment and software, net
$
119,976
$
97,996
(1)
Includes $
33.9
million and $
14.7
million of development in progress for internally-developed software and $
10.0
million and $
2.5
million of development in progress to customize purchased software as of June 30, 2022 and December 31, 2021, respectively.
Depreciation and amortization expense on property, equipment and software was $
9.3
million and $
18.8
million for the second quarter and first half of 2022, respectively. Depreciation and amortization expense on property, equipment and software was $
9.9
million and $
20.1
million for the second quarter and first half of 2021, respectively.
The Company records the above expenses in “Depreciation and amortization” expense on the Income Statement.
9.
Goodwill and Intangible Assets
Goodwill
The Company’s goodwill balance was $
75.7
million as of both June 30, 2022 and December 31, 2021. The Company did
no
t record any goodwill impairment expense for the second quarters and first halves of 2022 and 2021. Goodwill is not amortized, but is subject to annual impairment tests that are performed in the fourth quarter of each calendar year. For additional detail, see “
Part II – Item 8. Financial Statements and Supplementary Data – Note 1. Summary of Significant Accounting Policies
” in the Annual Report.
Intangible Assets
Intangible assets consist of customer relationships. Intangible assets, net of accumulated amortization, are included in “Other assets” on the Balance Sheet.
The gross and net carrying values and accumulated amortization were as follows:
June 30, 2022
December 31, 2021
Gross carrying value
$
54,500
$
54,500
Accumulated amortization
(
35,810
)
(
33,319
)
Net carrying value
$
18,690
$
21,181
The customer relationship intangible assets are amortized on an accelerated basis from
ten
to
fourteen years
. Amortization expense associated with intangible assets for the second quarter and first half of 2022 was $
1.2
million and $
2.5
million, respectively. Amortization expense associated with intangible assets for the second quarter and
35
LENDINGCLUB CORPORATION
Notes to Condensed Consolidated Financial Statements
(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)
(Unaudited)
first half of 2021 was $
1.4
million and $
2.6
million, respectively. There was
no
impairment loss for the second quarters and first halves of 2022 and 2021.
The expected future amortization expense for intangible assets as of June 30, 2022, is as follows:
2022
$
2,356
2023
4,198
2024
3,549
2025
2,901
2026
2,252
Thereafter
3,434
Total
$
18,690
10.
Other Assets
Other assets consist of the following:
June 30, 2022
December 31, 2021
Deferred tax asset, net
(1)
$
152,158
$
—
Servicing assets
(2)
81,261
70,370
Operating lease assets
71,656
77,316
Nonmarketable equity investments
35,749
31,726
Intangible assets, net
(3)
18,690
21,181
Other
109,399
101,953
Total other assets
$
468,913
$
302,546
(1)
See “
Note 15. Income Taxes
” for additional detail.
(2)
Loans underlying servicing assets had a total outstanding principal balance of $
11.6
billion and $
10.3
billion as of June 30, 2022 and December 31, 2021, respectively.
(3)
See “
Note 9. Goodwill and Intangible Assets
” for additional detail.
36
LENDINGCLUB CORPORATION
Notes to Condensed Consolidated Financial Statements
(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)
(Unaudited)
11.
Deposits
Deposits consist of the following:
June 30, 2022
December 31, 2021
Interest-bearing deposits:
Checking accounts
$
2,295,256
$
1,993,809
Savings and money market accounts
1,726,965
856,989
Certificates of deposit
(1)
239,430
68,405
Total
$
4,261,651
$
2,919,203
Noninterest-bearing deposits
266,021
216,585
Total deposits
$
4,527,672
$
3,135,788
(1)
Includes $
6.0
million and $
14.0
million in denominations exceeding the Federal Deposit Insurance Corporation (FDIC) limit of $250 thousand as of June 30, 2022 and December 31, 2021, respectively.
Total certificates of deposit at June 30, 2022 are scheduled to mature as follows:
2022
$
26,307
2023
125,723
2024
70,069
2025
8,074
2026
945
Thereafter
8,312
Total certificates of deposit
$
239,430
12.
Short-term Borrowings and Long-term Debt
Short-term Borrowings:
Repurchase Agreements
The Company entered into repurchase agreements pursuant to which the Company sold securities (subject to an obligation to repurchase such securities at a specified future date and price) in exchange for cash. As of June 30, 2022 and December 31, 2021, the Company had $
8.0
million and $
27.8
million, respectively, in aggregate debt outstanding under its repurchase agreements which is amortized over time through regular principal and interest payments collected from the pledged securities. At June 30, 2022, a majority of the Company’s repurchase agreements have contractual repurchase dates ranging from September 2022 to March 2028. These contractual repurchase dates correspond to either a set repurchase schedule or to the maturity dates of the underlying securities, which have a remaining weighted-average estimated life of less than one year. At June 30, 2022 and December 31, 2021, the repurchase agreements bore interest rates ranging from
4.03
% to
6.93
% and
3.12
% to
6.72
%, respectively, which are either fixed or based on a benchmark of the weighted-average interest rate of the securities sold plus a spread. Underlying securities retained and pledged as collateral under repurchase agreements were $
8.2
million and $
50.5
million at June 30, 2022 and December 31, 2021, respectively.
37
LENDINGCLUB CORPORATION
Notes to Condensed Consolidated Financial Statements
(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)
(Unaudited)
Long-term Debt:
Advances from PPPLF
As of June 30, 2022 and December 31, 2021, outstanding PPPLF borrowings were $
123.4
million and $
271.9
million, respectively, and are collateralized by SBA PPP loans originated by the Company. The maturity date of the PPPLF borrowings matches the maturity date of the SBA PPP loans. When loans are forgiven by the SBA, the corresponding PPPLF advance is paid by the Company. The interest rate on the PPPLF borrowings is fixed at 0.35%.
Retail Notes, Certificates, and Secured Borrowings
The Company issued member payment-dependent notes, or retail notes, and certificates as a means to allow investors to invest in the corresponding loans. Investors were able to purchase these retail notes and certificates, where the cash flows to investors were dependent upon principal and interest payments made by borrowers of the underlying unsecured personal loans. As of December 31, 2020, LendingClub ceased offering and selling retail notes and certificates. The total balance of outstanding retail notes and certificates will continue to decline as underlying borrower payments are made. The Company does not assume principal or interest rate risk on loans that were funded by retail notes and certificates because loan balances, interest rates and maturities were matched and offset by an equal balance of notes and certificates with the exact same interest rates and maturities.
The following table provides the balances of retail notes, certificates and secured borrowings at fair value as of the periods presented:
June 30, 2022
December 31, 2021
Retail notes
$
117,531
$
219,435
Certificates and secured borrowings
4,547
10,284
Total retail notes, certificates and secured borrowings
$
122,078
$
229,719
Payable on Structured Program Borrowings
Certificate participations and securities of certain consolidated VIEs held by third-party investors are included in “Payable on Structured Program borrowings” on the Balance Sheet. As of June 30, 2022, these certificate participations and securities totaled $
15.3
million and were secured by “Other loans held for investment at fair value” of $
10.4
million and restricted cash of $
6.5
million. As of December 31, 2021, these certificate participations and securities totaled $
65.5
million and were secured by “Other loans held for investment at fair value” and “Loans held for sale” of $
62.7
million and restricted cash of $
11.2
million.
Other Long-term Debt
The Company has subordinated notes with an outstanding amount of $
15.3
million as of both June 30, 2022 and December 31, 2021, which are due June 30, 2027. Prior to June 30, 2022, the subordinated notes were at a
6.5
% fixed to floating rate and fixed interest payments were due semiannually in arrears. Subsequent to June 30, 2022, the rate resets quarterly at a rate equal to 3-month London Interbank Offered Rate (LIBOR) plus
4.64
%, with interest payments due quarterly in arrears. The subordinated notes are junior in right to the repayment in full of all existing claims of creditors and depositors of the Company. The subordinated notes may be redeemed quarterly, in whole or in part, at par plus accrued unpaid interest after June 2022 at the option of the Company.
38
LENDINGCLUB CORPORATION
Notes to Condensed Consolidated Financial Statements
(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)
(Unaudited)
13.
Other Liabilities
Other liabilities consist of the following:
June 30, 2022
December 31, 2021
Accounts payable and accrued expenses
$
90,284
$
100,972
Operating lease liabilities
84,979
91,588
Payable to investors
21,898
22,187
Other
98,736
89,204
Total other liabilities
$
295,897
$
303,951
14.
Employee Incentive Plans
The Company’s equity incentive plans provide for granting awards, including RSUs, PBRSUs, cash awards and stock options to employees, officers and directors.
Stock-based Compensation
Stock-based compensation expense, included in “Compensation and benefits” expense on the Income Statement, was as follows for the periods presented:
Three Months Ended
June 30,
Six Months Ended
June 30,
2022
2021
2022
2021
RSUs and PBRSUs
$
17,753
$
17,696
$
33,427
$
32,439
Stock options
20
14
40
464
Total stock-based compensation expense
$
17,773
$
17,710
$
33,467
$
32,903
The Company capitalized $
2.1
million and $
3.7
million of stock-based compensation expense associated with developing software for internal use during the second quarter and first half of 2022, respectively. The Company capitalized $
1.2
million and $
2.2
million of stock-based compensation expense associated with developing software for internal use during the second quarter and first half of 2021, respectively.
Restricted Stock Units
The following table summarizes the activities for the Company’s RSUs:
Number
of Units
Weighted-
Average
Grant Date
Fair Value
Unvested at December 31, 2021
9,703,751
$
12.44
Granted
4,424,312
$
14.46
Vested
(
2,501,539
)
$
12.09
Forfeited/expired
(
1,134,431
)
$
14.02
Unvested at June 30, 2022
10,492,093
$
13.19
During the first half of 2022, the Company granted
4,424,312
RSUs with an aggregate fair value of $
64.0
million.
39
LENDINGCLUB CORPORATION
Notes to Condensed Consolidated Financial Statements
(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)
(Unaudited)
During the second quarter and first half of 2022, the Company recognized $
15.5
million and $
29.2
million in stock-based compensation expense related to RSUs, respectively. During the second quarter and first half of 2021, the Company recognized $
15.4
million and $
29.0
million in stock-based compensation expense related to RSUs, respectively.
As of June 30, 2022, there was $
124.7
million of unrecognized compensation cost related to unvested RSUs, which is expected to be recognized over the next
2.1
years.
Performance-based Restricted Stock Units
PBRSUs are restricted stock unit awards that are earned and eligible for vesting (if applicable) based upon the achievement of certain pre-established performance metrics over a specific performance period. The Company’s outstanding PBRSU awards have a multi-year market-based performance metric with no additional time-based vesting for any earned shares. For PBRSU awards with market-based metrics, the compensation expense of the award is fixed at the time of grant (incorporating the probability of achieving the market-based metrics) and expensed over the performance period.
The following table summarizes the activities for the Company’s PBRSUs:
Number
of Units
Weighted-
Average
Grant Date
Fair Value
Unvested at December 31, 2021
1,771,869
$
9.72
Granted
743,074
$
8.83
Vested
(
253,347
)
$
5.48
Unvested at June 30, 2022
2,261,596
$
9.91
During the first half of 2022, the Company granted
743,074
PBRSUs with an aggregate fair value of $
6.6
million.
During the second quarter and first half of 2022, the Company recognized $
2.3
million and $
4.2
million in stock-based compensation expense related to PBRSUs, respectively. During the second quarter and first half of 2021, the Company recognized $
2.3
million and $
3.5
million in stock-based compensation expense related to PBRSUs, respectively
As of June 30, 2022, there was $
11.8
million of unrecognized compensation cost related to unvested PBRSUs, which is expected to be recognized over the next
1.4
years.
15.
Income Taxes
For the second quarter and first half of 2022, the Company recorded an income tax benefit of $
132.0
million and $
127.0
million, respectively. The income tax benefit for the first half of 2022 was primarily due to the release of a $
135.3
million valuation allowance against the Company’s deferred tax assets, partially offset by a $
3.3
million state income tax expense. For the second quarter and first half of 2021, the Company recorded an income tax benefit (expense) of $(
0.2
) million and $
2.6
million, respectively. The income tax benefit for the first half of 2021 was primarily related to changes in the deferred tax asset valuation allowance resulting from a deferred tax liability assumed with the Acquisition.
The Company has evaluated both positive and negative evidence when assessing the recoverability of its net deferred tax assets. Several factors were considered, which primarily included the Company’s business model
40
LENDINGCLUB CORPORATION
Notes to Condensed Consolidated Financial Statements
(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)
(Unaudited)
transition and resulting increase in profitability and the expectation of continued profitability. These factors resulted in the release of the majority of the Company’s valuation allowance against its deferred tax assets during the second quarter of 2022.
The following table summarizes the Company’s net deferred tax assets:
June 30, 2022
December 31, 2021
Deferred tax assets (liabilities), net
$
222,011
$
223,367
Valuation allowance
(
69,853
)
(
223,367
)
Deferred tax assets, net of valuation allowance
$
152,158
$
—
16.
Leases
Lessor Arrangements
The Company has lessor arrangements which consist of sales-type leases for equipment (Equipment Finance). Such arrangements may include options to renew or to purchase the leased equipment at the end of the lease term. For the second quarter and first half of 2022, interest earned on Equipment Finance was $
2.5
million and $
5.1
million, respectively, and is included in “Interest and fees on loans and leases held for investment” on the Income Statement. For the second quarter and first half of 2021, interest earned on Equipment Finance was $
3.2
million and $
5.1
million, respectively.
The components of Equipment Finance assets are as follows:
June 30, 2022
December 31, 2021
Lease receivables
$
139,872
$
122,927
Unguaranteed residual asset values
38,489
36,837
Unearned income
(
15,052
)
(
10,989
)
Deferred fees
795
380
Total
$
164,104
$
149,155
Future minimum lease payments based on maturity of the Company’s lessor arrangements as of June 30, 2022 were as follows:
2022
$
24,626
2023
44,169
2024
36,027
2025
23,602
2026
13,382
Thereafter
8,672
Total lease payments
$
150,478
Discount effect
(
10,606
)
Present value of future minimum lease payments
$
139,872
41
LENDINGCLUB CORPORATION
Notes to Condensed Consolidated Financial Statements
(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)
(Unaudited)
Lessee Arrangements
The Company has operating leases for its headquarters in San Francisco, California, as well as additional office space in the Salt Lake City, Utah, and Boston, Massachusetts areas. As of June 30, 2022, the lease agreements have remaining lease terms ranging from approximately
two years
to
nine years
. Some of the lease agreements include options to extend the lease term for up to an additional
fifteen years
. The Company was the sublessor of a portion of its office space in San Francisco for which lease terms have expired as of June 30, 2022. As of June 30, 2022, the Company pledged $
0.8
million of cash and $
5.5
million in letters of credit as security deposits in connection with its lease agreements.
Balance sheet information related to leases was as follows:
ROU Assets and Lease Liabilities
Balance Sheet Classification
June 30, 2022
December 31, 2021
Operating lease assets
Other assets
$
71,656
$
77,316
Operating lease liabilities
(1)
Other liabilities
$
84,979
$
91,588
(1)
The difference between operating lease assets and operating lease liabilities is the unamortized balance of deferred rent.
Components of net lease costs were as follows:
Three Months Ended
June 30,
Six Months Ended
June 30,
Net Lease Costs
Income Statement Classification
2022
2021
2022
2021
Operating lease costs
(1)
Occupancy
$
(
4,366
)
$
(
4,777
)
$
(
8,846
)
$
(
9,754
)
Sublease revenue
Other non-interest income
1,310
1,537
2,847
3,074
Net lease costs
$
(
3,056
)
$
(
3,240
)
$
(
5,999
)
$
(
6,680
)
(1)
Includes variable lease costs of $
0.3
million and $
0.4
million for the second quarters of 2022 and 2021, respectively. Includes variable lease costs of $
0.7
million and $
0.5
million for the first halves of 2022 and 2021, respectively.
Supplemental cash flow information related to the Company’s operating leases was as follows:
Three Months Ended
June 30,
Six Months Ended
June 30,
2022
2021
2022
2021
Non-cash operating activity:
Leased assets obtained in exchange for new and amended operating lease liabilities
(1)
$
—
$
—
$
—
$
12,914
(1)
Represents non-cash activity and, accordingly, is not reflected in the Condensed Consolidated Statements of Cash Flows. Amount includes noncash remeasurements of the operating lease ROU asset.
42
LENDINGCLUB CORPORATION
Notes to Condensed Consolidated Financial Statements
(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)
(Unaudited)
The Company’s future minimum undiscounted lease payments under operating leases as of June 30, 2022 were as follows:
Operating Lease
Payments
2022
$
6,179
2023
12,554
2024
12,810
2025
13,163
2026
13,375
Thereafter
48,975
Total lease payments
$
107,056
Discount effect
(
22,077
)
Present value of future minimum lease payments
$
84,979
The weighted-average remaining lease term and discount rate used in the calculation of the Company’s operating lease assets and liabilities were as follows:
Lease Term and Discount Rate
June 30, 2022
Weighted-average remaining lease term (in years)
8.21
Weighted-average discount rate
5.44
%
17.
Commitments and Contingencies
Operating Lease Commitments
For discussion regarding the Company’s operating lease commitments, see “
Note 16. Leases.
”
Loan Repurchase Obligations
The Company is generally required to repurchase loans or interests therein in the event of identity theft or certain other types of fraud on the part of the borrower or education and patient service providers. The Company may also repurchase loans or interests therein in connection with certain customer accommodations. In connection with certain loan sales, the Company agreed to repurchase loans if representations and warranties made with respect to such loans were breached under certain circumstances. The Company believes such provisions are customary and consistent with institutional loan and securitization market standards.
Unfunded Loan Commitments
As of June 30, 2022 and December 31, 2021, the contractual amount of unfunded loan commitments was $
132.6
million and $
110.8
million, respectively. See “
Note 5. Loans and Leases Held for Investment, Net of Allowance For Loan and Lease Losses
” for additional detail related to the reserve for unfunded lending commitments.
Legal
The Company is subject to various claims brought in a litigation or regulatory context. These matters include lawsuits, including but not limited to, putative class action lawsuits and routine litigation matters arising in the
43
LENDINGCLUB CORPORATION
Notes to Condensed Consolidated Financial Statements
(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)
(Unaudited)
ordinary course of business. In addition, the Company, and its business practices and compliance with licensing and other regulatory requirements, is subject to periodic exams, investigations, inquiries or requests, enforcement actions and other proceedings from federal and state regulatory agencies, including from the federal banking regulators that directly regulate the Company and/or LC Bank. The majority of these claims and proceedings relate to or arise from alleged state or federal law and regulatory violations, or are alleged commercial disputes or consumer complaints. The Company accrues for costs related to contingencies when a loss from such claims is probable and the amount of loss can be reasonably estimated. In determining whether a loss from a claim is probable and the loss can be reasonably estimated, the Company reviews and evaluates its litigation and regulatory matters on at least a quarterly basis in light of potentially relevant factual and legal developments. If the Company determines an unfavorable outcome is not probable or the amount of loss cannot be reasonably estimated, the Company does not accrue for a potential litigation loss. In those situations, the Company discloses an estimate or range of the reasonably possible losses, if such estimates can be made. Except as otherwise specifically noted below, at this time, the Company does not believe that it is possible to estimate the reasonably possible losses or a range of reasonably possible losses related to the matters described below.
Regulatory Examinations and Actions Relating to the Company’s Business Practices and Licensing
The Company is and has been subject to periodic inquiries and enforcement actions brought by federal and state regulatory agencies relating to the Company’s business practices, the required licenses to operate its business, and its manner of operating in accordance with the requirements of its licenses and the regulatory framework applicable to its business.
The Company is routinely subject to examination for compliance with applicable laws and regulations in the states in which it is licensed. The Company is subject to examination by the New York Department of Financial Services (NYDFS) and other regulators. The Company periodically has discussions with various regulatory agencies regarding its business model and has engaged in similar discussions with the NYDFS. During the course of such discussions with the NYDFS, which remain ongoing, the Company decided to voluntarily comply with certain rules and regulations of the NYDFS while it was not a bank holding company operating a national bank.
In the past, the Company has successfully resolved such matters in a manner that was not material to its results of financial operations in any period and that did not materially limit the Company’s ability to conduct its business. However, no assurances can be given as to the timing, outcome or consequences of these matters or other similar matters if or as they arise.
In addition to the foregoing, the Company is subject to, and may continue to be subject to, legal proceedings and regulatory actions in the ordinary course of business. No assurances can be given as to the timing, outcome or consequences of any of these matters.
18.
Regulatory Requirements
LendingClub and LC Bank are subject to comprehensive supervision, examination and enforcement, and regulation by the FRB and the Office of the Comptroller of the Currency (OCC), including generally similar capital adequacy requirements adopted by the FRB and the OCC, respectively. These requirements establish required minimum ratios for Common Equity Tier 1 (CET1) risk-based capital, Tier 1 risk-based capital, total risk-based capital and a Tier 1 leverage ratio; set risk-weighting for assets and certain other items for purposes of the risk-based capital ratios; and define what qualifies as capital for purposes of meeting the capital requirements. Failure to meet minimum capital requirements can result in certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company.
44
LENDINGCLUB CORPORATION
Notes to Condensed Consolidated Financial Statements
(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)
(Unaudited)
The minimum capital requirements under the Basel Committee on Banking Supervision standardized approach for U.S. banking organizations (U.S. Basel III) capital framework are: a CET1 risk-based capital ratio of 4.5%, a Tier 1 risk-based capital ratio of 6.0%, a total risk-based capital ratio of 8.0%, and a Tier 1 leverage ratio of 4.0%. Additionally, a Capital Conservation Buffer (CCB) of 2.5% must be maintained above the minimum risk-based capital requirements in order to avoid certain limitations on capital distributions, stock repurchases, and certain discretionary bonus payments. In addition to these guidelines, the regulators assess any particular institution’s capital adequacy based on numerous factors and may require a particular banking organization to maintain capital at levels higher than the generally applicable minimums prescribed under the U.S. Basel III capital framework. In this regard, and unless otherwise directed by the FRB and the OCC, we have made commitments for the Company and LC Bank (until February 2024) to maintain a CET1 risk-based capital ratio of
11.0
%, a Tier 1 risk-based capital ratio above
11.0
%, a total risk-based capital ratio above
13.0
%, and a Tier 1 leverage ratio of
11.0
%.
The following table summarizes LC Bank’s regulatory capital amounts and ratios (in millions):
LendingClub Bank
June 30, 2022
December 31, 2021
Required Minimum plus Required CCB for
Non-Leverage Ratios
Amount
Ratio
Amount
Ratio
CET1 capital
(1)
$
710.1
16.7
%
$
523.7
16.7
%
7.0
%
Tier 1 capital
$
710.1
16.7
%
$
523.7
16.7
%
8.5
%
Total capital
$
765.2
18.0
%
$
563.7
18.0
%
10.5
%
Tier 1 leverage
$
710.1
13.4
%
$
523.7
14.3
%
4.0
%
Risk-weighted assets
$
4,247.3
N/A
$
3,130.4
N/A
N/A
Quarterly adjusted average assets
$
5,289.7
N/A
$
3,667.7
N/A
N/A
N/A – Not applicable
(1)
Consists of common stockholders’ equity as defined under U.S. GAAP and certain adjustments made in accordance with regulatory capital guidelines, including the addition of the CECL transitional benefit and deductions for goodwill and other intangible assets.
The following table presents the regulatory capital and ratios of the Company (in millions):
LendingClub
June 30, 2022
December 31, 2021
Required Minimum plus Required CCB for
Non-Leverage Ratios
Amount
Ratio
Amount
Ratio
CET1 capital
(1)
$
894.9
20.0
%
$
710.0
21.3
%
7.0
%
Tier 1 capital
$
894.9
20.0
%
$
710.0
21.3
%
8.5
%
Total capital
$
964.9
21.6
%
$
767.9
23.0
%
10.5
%
Tier 1 leverage
$
894.9
16.2
%
$
710.0
16.5
%
4.0
%
Risk-weighted assets
$
4,463.5
N/A
$
3,333.2
N/A
N/A
Quarterly adjusted average assets
$
5,532.5
N/A
$
4,301.7
N/A
N/A
N/A – Not applicable
(1)
Consists of common stockholders’ equity as defined under U.S. GAAP and certain adjustments made in accordance with regulatory capital guidelines, including the addition of the CECL transitional benefit and deductions for goodwill and other intangible assets.
In response to the COVID-19 pandemic, the FRB, OCC, and FDIC adopted a final rule related to the regulatory capital treatment of the allowance for credit losses under CECL. As permitted by the rule, the Company elected to delay the estimated impact of CECL on regulatory capital, resulting in a CET1 capital benefit of $
35
million at December 31, 2021. This benefit is phased out over a three-year transition period that commenced on January 1, 2022 at a rate of 25% each year through January 1, 2025.
45
LENDINGCLUB CORPORATION
Notes to Condensed Consolidated Financial Statements
(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)
(Unaudited)
The Federal Deposit Insurance Act provides for a system of “prompt corrective action” (PCA). The PCA regime provides for capitalization categories ranging from “well-capitalized” to “critically undercapitalized.” An institution’s PCA category is determined primarily by its regulatory capital ratios. The PCA requires remedial actions and imposes limitations that become increasingly stringent as its PCA capitalization category declines, including the ability to accept and/or rollover brokered deposits. At June 30, 2022 and December 31, 2021, the Company’s and LC Bank’s regulatory capital ratios exceeded the thresholds required to be regarded as well-capitalized institutions and met all capital adequacy requirements to which they are subject. There have been no events or conditions since June 30, 2022 that management believes would change the Company’s categorization.
Federal laws and regulations limit the dividends that a national bank may pay. Dividends that may be paid by a national bank without the express approval of the OCC are limited to that bank’s retained net profits for the preceding two calendar years plus retained net profits up to the date of any dividend declaration in the current calendar year. Retained net profits, as defined by the OCC, consist of net income less dividends declared during the period. Additionally, under the OCC Operating Agreement, LC Bank is required to obtain a written determination of non-objection from the OCC before declaring any dividend. No dividends were declared by LC Bank during the first half of 2022 or during 2021.
Federal law restricts the amount and the terms of both credit and non-credit transactions between a bank and its nonbank affiliates. These covered transactions may not exceed 10% of the bank’s capital and surplus (which for this purpose represents tier 1 and tier 2 capital, as calculated under the risk-based capital rules, plus the balance of the ACL excluded from tier 2 capital) with any single nonbank affiliate and 20% of the bank’s capital and surplus with all its nonbank affiliates. Covered transactions that are extensions of credit may require collateral to be pledged to provide added security to the bank.
19.
Other Non-interest Income and Non-interest Expense
Other non-interest income consists of the following:
Three Months Ended
June 30,
Six Months Ended
June 30,
2022
2021
2022
2021
Referral revenue
$
4,025
$
2,762
$
7,716
$
5,356
Realized gains (losses) on sales of securities available for sale and other investments
—
148
36
(
96
)
Other
3,423
3,831
9,587
7,088
Total other non-interest income
$
7,448
$
6,741
$
17,339
$
12,348
Other non-interest expense consists of the following:
Three Months Ended
June 30,
Six Months Ended
June 30,
2022
2021
2022
2021
Consumer credit services
$
5,670
$
4,240
$
11,194
$
7,532
Other
11,751
10,401
20,231
19,234
Total other non-interest expense
$
17,421
$
14,641
$
31,425
$
26,766
20.
Segment Reporting
The Company defines operating segments to be components of the Company for which discrete financial information is evaluated regularly by the Company’s chief executive officer and chief financial officer to allocate resources and evaluate financial performance. This information is reviewed according to the legal organizational
46
LENDINGCLUB CORPORATION
Notes to Condensed Consolidated Financial Statements
(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)
(Unaudited)
structure of the Company’s operations with products and services presented separately for the parent bank holding company and its wholly-owned subsidiary, LC Bank. Income taxes are recorded on a separate entity basis whereby each operating segment determines income tax expense or benefit as if it filed a separate tax return. Differences between separate entity and consolidated tax returns are eliminated upon consolidation.
LendingClub Bank
The LC Bank operating segment represents the national bank legal entity and reflects post-Acquisition operating activities. This segment provides a full complement of financial products and solutions, including loans, leases and deposits. It originates loans to individuals and businesses, retains loans for investment, sells loans to investors and manages relationships with deposit holders.
All of the Company’s revenue is generated in the United States. No individual borrower or investor accounted for 10% or more of consolidated net revenue for any of the periods presented.
LendingClub Corporation (Parent Only)
The LendingClub Corporation (Parent only) operating segment represents the holding company legal entity and predominately reflects the operations of the Company prior to the Acquisition. This activity includes, but is not limited to, servicing fee revenue for loans serviced prior to the Acquisition, and interest income and interest expense related to the Retail Program and Structured Program transactions.
47
LENDINGCLUB CORPORATION
Notes to Condensed Consolidated Financial Statements
(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)
(Unaudited)
Financial information for the segments is presented in the following tables:
LendingClub
Bank
LendingClub
Corporation
(Parent only)
Intercompany
Eliminations
Consolidated Total
Three Months Ended June 30,
Three Months Ended June 30,
Three Months Ended June 30,
Three Months Ended June 30,
2022
2021
2022
2021
2022
2021
2022
2021
Non-interest income:
Marketplace revenue
$
191,087
$
128,714
$
11,167
$
23,021
$
4,130
$
—
$
206,384
$
151,735
Other non-interest income
20,041
28,340
3,914
4,281
(
16,507
)
(
25,880
)
7,448
6,741
Total non-interest income
211,128
157,054
15,081
27,302
(
12,377
)
(
25,880
)
213,832
158,476
Interest income:
Interest income
120,152
45,325
8,316
22,402
—
—
128,468
67,727
Interest expense
(
6,213
)
(
1,972
)
(
6,029
)
(
19,850
)
—
—
(
12,242
)
(
21,822
)
Net interest income
113,939
43,353
2,287
2,552
—
—
116,226
45,905
Total net revenue
325,067
200,407
17,368
29,854
(
12,377
)
(
25,880
)
330,058
204,381
(Provision for) reversal of credit losses
(
70,566
)
(
34,956
)
—
322
—
—
(
70,566
)
(
34,634
)
Non-interest expense
(
196,636
)
(
138,182
)
(
25,127
)
(
47,837
)
12,377
25,880
(
209,386
)
(
160,139
)
Income (Loss) before income tax benefit (expense)
57,865
27,269
(
7,759
)
(
17,661
)
—
—
50,106
9,608
Income tax benefit (expense)
(
17,318
)
12,513
85,864
8,922
63,408
(
21,672
)
131,954
(
237
)
Net income (loss)
$
40,547
$
39,782
$
78,105
$
(
8,739
)
$
63,408
$
(
21,672
)
$
182,060
$
9,371
Capital expenditures
$
15,783
$
8,619
$
—
$
—
$
—
$
—
$
15,783
$
8,619
Depreciation and amortization
$
3,510
$
974
$
7,047
$
10,534
$
—
$
—
$
10,557
$
11,508
48
LENDINGCLUB CORPORATION
Notes to Condensed Consolidated Financial Statements
(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)
(Unaudited)
LendingClub
Bank
LendingClub
Corporation
(Parent only)
Intercompany
Eliminations
Consolidated Total
Six Months Ended June 30,
Five Months Ended June 30,
Six Months Ended June 30,
Six Months Ended June 30,
Five Months Ended June 30,
Six Months Ended June 30,
2022
2021
2022
2021
2022
2021
2022
2021
Non-interest income:
Marketplace revenue
$
355,922
$
164,776
$
26,298
$
68,686
$
4,130
$
—
$
386,350
$
233,462
Other non-interest income
39,539
48,040
8,137
8,379
(
30,337
)
(
44,071
)
17,339
12,348
Total non-interest income
395,461
212,816
34,435
77,065
(
26,207
)
(
44,071
)
403,689
245,810
Interest income:
Interest income
219,975
62,823
20,146
49,494
—
—
240,121
112,317
Interest expense
(
9,857
)
(
3,219
)
(
14,358
)
(
44,687
)
—
—
(
24,215
)
(
47,906
)
Net interest income
210,118
59,604
5,788
4,807
—
—
215,906
64,411
Total net revenue
605,579
272,420
40,223
81,872
(
26,207
)
(
44,071
)
619,595
310,221
(Provision for) reversal of credit losses
(
123,075
)
(
58,919
)
—
2,792
—
—
(
123,075
)
(
56,127
)
Non-interest expense
(
375,095
)
(
213,681
)
(
51,702
)
(
124,781
)
26,207
44,071
(
400,590
)
(
294,391
)
Income (Loss) before income tax benefit (expense)
107,409
(
180
)
(
11,479
)
(
40,117
)
—
—
95,930
(
40,297
)
Income tax benefit (expense)
(
29,673
)
12,536
103,591
11,214
53,048
(
21,166
)
126,966
2,584
Net income (loss)
$
77,736
$
12,356
$
92,112
$
(
28,903
)
$
53,048
$
(
21,166
)
$
222,896
$
(
37,713
)
Capital expenditures
$
37,358
$
13,173
$
—
$
1,811
$
—
$
—
$
37,358
$
14,984
Depreciation and amortization
$
7,010
$
1,590
$
14,586
$
21,684
$
—
$
—
$
21,596
$
23,274
49
LENDINGCLUB CORPORATION
Notes to Condensed Consolidated Financial Statements
(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)
(Unaudited)
LendingClub Bank
LendingClub Corporation
(Parent only)
Intercompany
Eliminations
Consolidated Total
June 30, 2022
December 31, 2021
June 30, 2022
December 31, 2021
June 30, 2022
December 31, 2021
June 30, 2022
December 31, 2021
Assets
Total cash and cash equivalents
$
1,004,602
$
659,919
$
95,755
$
88,268
$
(
58,377
)
$
(
61,061
)
$
1,041,980
$
687,126
Restricted cash
—
—
66,044
76,540
(
5,792
)
(
80
)
60,252
76,460
Securities available for sale at fair value
370,567
205,730
32,427
57,800
—
—
402,994
263,530
Loans held for sale
62,811
335,449
—
55,799
—
—
62,811
391,248
Loans and leases held for investment, net
3,811,461
2,754,737
—
—
—
—
3,811,461
2,754,737
Retail and certificate loans held for investment at fair value
—
—
122,078
229,719
—
—
122,078
229,719
Other loans held for investment at fair value
—
—
20,583
21,240
—
—
20,583
21,240
Property, equipment and software, net
73,002
36,424
46,974
61,572
—
—
119,976
97,996
Investment in subsidiary
—
—
634,102
557,577
(
634,102
)
(
557,577
)
—
—
Goodwill
75,717
75,717
—
—
—
—
75,717
75,717
Other assets
264,600
254,075
230,379
168,042
(
26,066
)
(
119,571
)
468,913
302,546
Total assets
5,662,760
4,322,051
1,248,342
1,316,557
(
724,337
)
(
738,289
)
6,186,765
4,900,319
Liabilities and Equity
Total deposits
4,591,841
3,196,929
—
—
(
64,169
)
(
61,141
)
4,527,672
3,135,788
Short-term borrowings
165
165
7,818
27,615
—
—
7,983
27,780
Advances from PPPLF
123,444
271,933
—
—
—
—
123,444
271,933
Retail notes, certificates and secured borrowings at fair value
—
—
122,078
229,719
—
—
122,078
229,719
Payable on Structured Program borrowings
—
—
15,274
65,451
—
—
15,274
65,451
Other long-term debt
—
—
15,300
15,455
—
—
15,300
15,455
Other liabilities
187,089
218,775
134,874
150,727
(
26,066
)
(
65,551
)
295,897
303,951
Total liabilities
4,902,539
3,687,802
295,344
488,967
(
90,235
)
(
126,692
)
5,107,648
4,050,077
Total equity
760,221
634,249
952,998
827,590
(
634,102
)
(
611,597
)
1,079,117
850,242
Total liabilities and equity
$
5,662,760
$
4,322,051
$
1,248,342
$
1,316,557
$
(
724,337
)
$
(
738,289
)
$
6,186,765
$
4,900,319
50
LENDINGCLUB CORPORATION
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Thousands, Except Share and. Per Share Data and Ratios, or as Noted)
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the condensed consolidated financial statements and related notes that appear in this Quarterly Report on Form 10-Q (Report). In addition to historical condensed consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Report, and in “Part I – Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 (Annual Report) as modified by “Part II – Item 1A. Risk Factors” in this Report. The forward-looking statements included in this Report are made only as of the date hereof.
51
LENDINGCLUB CORPORATION
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Thousands, Except Share and. Per Share Data and Ratios, or as Noted)
Overview
LendingClub is America’s leading digital marketplace bank. The Company was founded in 2006 and brought a traditional credit product – the installment loan – into the digital age by leveraging technology, data science, and a unique marketplace model. In doing so, we became one of the largest providers of unsecured personal loans in the United States. In February 2021, LendingClub completed the acquisition (the Acquisition) of an award-winning digital bank, Radius, becoming a bank holding company and forming LC Bank as its wholly-owned subsidiary. We operate the vast majority of our business through LC Bank, as a lender and originator of loans and as a regulated bank in the United States.
Executive Summary
•
Loan originations:
Total loan originations for the second quarter of 2022 were $3.8 billion, increasing 19% sequentially and 41% year-over-year. The increase was primarily driven by the growth in unsecured personal loan origination volume.
◦
Loan originations held for investment (HFI) were $1.0 billion, increasing 19% sequentially and 89% year-over-year.
◦
Loan originations HFI as a percentage of total loan originations was 27% for both the second and first quarters of 2022 and 20% for the second quarter of 2021. The percentage of loan originations HFI in any period is dependent on many factors, including quarterly loan origination volume, risk-adjusted returns, liquidity and general regulatory capital considerations.
•
Total net revenue:
Total net revenue for the second quarter of 2022 was $330.1 million, improving 14% sequentially and 61% year-over-year. The increase was due to the growth in marketplace revenue and increased net interest income.
◦
Marketplace revenue:
Marketplace revenue for the second quarter of 2022 was $206.4 million, improving 15% sequentially and 36% year-over-year. The increase
reflects growth in marketplace originations and investor demand.
◦
Net interest income:
Net interest income for the second quarter of 2022 was $116.2 million, improving 17% sequentially and 153% year-over-year. The increase was primarily due to an increase in unsecured personal loans retained in current and prior periods as HFI.
•
Provision for credit losses:
Provision for credit losses for the second quarter of 2022 was $70.6 million, increasing 34% sequentially and 104% year-over-year. The increase was primarily due to growth in loans HFI.
•
Total non-interest expense:
Total non-interest expense for the second quarter of 2022 was $209.4 million, increasing 10% sequentially and 31% year-over-year. The increase was primarily driven by an increase in variable marketing expenses based on higher origination volume.
•
Net income:
Net income for the second quarter of 2022 was $182.1 million, increasing by $141.2 million sequentially and $172.7 million year-over-year. Net income for the second quarter of 2022 included a $135.3 million tax benefit due to the reversal of the majority our valuation allowance against our deferred tax assets.
•
Net income excluding income tax benefit:
Net income excluding income tax benefit for the second quarter of 2022 was $46.8 million, increasing by $5.9 million sequentially and $37.4 million year-over-year.
52
LENDINGCLUB CORPORATION
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Thousands, Except Share and. Per Share Data and Ratios, or as Noted)
•
Pre-tax, pre-provision income:
Pre-tax, pre-provision income for the second quarter of 2022 was $120.7 million, increasing by $22.3 million sequentially and $76.4 million year-over-year, consistent with revenue growth and improved operating efficiency.
•
Loans and leases held for investment:
Loans and leases held for investment, net of allowance for loan and lease losses, were $3.8 billion at June 30, 2022, growing 18% sequentially and 66% year-over-year.
•
Deposits:
Total deposits
at June 30, 2022 were $4.5 billion, growing 14% sequentially and 78% year-over-year, supporting growth in loans HFI.
The above summary should be read in conjunction with this Management’s Discussion and Analysis of Financial Condition and Results of Operations in its entirety. For additional discussion related to our operating segments, see “
Segment Information
.”
53
LENDINGCLUB CORPORATION
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Thousands, Except Share and. Per Share Data and Ratios, or as Noted)
Financial Highlights
We regularly review several metrics to evaluate our business, measure our performance, identify trends, formulate financial projections and make strategic decisions. The following presents our select financial metrics for the periods presented:
Three Months Ended
Six Months Ended June 30,
June 30,
2022
March 31,
2022
June 30,
2021
2022
2021
Non-interest income
$
213,832
$
189,857
$
158,476
$
403,689
$
245,810
Net interest income
116,226
99,680
45,905
215,906
64,411
Total net revenue
330,058
289,537
204,381
619,595
310,221
Non-interest expense
209,386
191,204
160,139
400,590
294,391
Pre-tax, pre-provision income
120,672
98,333
44,242
219,005
15,830
Provision for credit losses
70,566
52,509
34,634
123,075
56,127
Income (Loss) before income tax benefit (expense)
50,106
45,824
9,608
95,930
(40,297)
Income tax benefit (expense)
131,954
(4,988)
(237)
126,966
2,584
Net income (loss)
182,060
40,836
9,371
222,896
(37,713)
Income tax benefit from release of tax valuation allowance
135,300
—
—
135,300
—
Net income (loss) excluding income tax benefit
(1)
$
46,760
$
40,836
$
9,371
$
87,596
$
(37,713)
Basic EPS
$
1.77
$
0.40
$
0.10
$
2.13
$
(0.39)
Diluted EPS
$
1.73
$
0.39
$
0.09
$
2.13
$
(0.39)
Diluted EPS impact of income tax benefit from release of tax valuation allowance
$
1.28
—
—
$
1.28
—
Diluted EPS excluding income tax benefit
(1)
$
0.45
$
0.39
$
0.09
$
0.85
$
(0.39)
LendingClub Bank Performance Metrics:
Efficiency ratio
(2)
60.5
%
63.6
%
69.0
%
61.9
%
78.4
%
Return on average equity (ROE)
21.5
%
22.5
%
34.7
%
11.0
%
4.1
%
Return on average total assets (ROA)
3.0
%
3.1
%
4.7
%
1.5
%
0.6
%
LendingClub Bank Capital Ratios:
CET1 1 Capital Ratio
16.7
%
16.0
%
18.7
%
16.7
%
18.7
%
Tier 1 Leverage Ratio
13.4
%
13.2
%
13.5
%
13.4
%
13.5
%
Consolidated LendingClub Corporation Performance Metrics:
Net interest margin
8.5
%
8.3
%
4.7
%
8.4
%
3.8
%
Efficiency ratio
(2)
63.4
%
66.0
%
78.4
%
64.7
%
94.9
%
Return on average equity (ROE)
33.8
%
18.7
%
5.0
%
24.4
%
N/A
Return on average total assets (ROA)
5.5
%
3.1
%
0.8
%
4.0
%
N/A
Marketing as a % of loan originations
1.6
%
1.7
%
1.3
%
1.7
%
1.3
%
Loan Originations (in millions):
Marketplace loans
$
2,819
$
2,360
$
2,182
$
5,180
$
3,320
Loan originations held for investment
1,021
856
541
1,877
885
Total loan originations
$
3,840
$
3,217
$
2,722
$
7,057
$
4,206
Loan originations held for investment as % of total loan originations
27
%
27
%
20
%
27
%
21
%
AUM (in millions)
(3)
$
14,783
$
13,341
$
10,741
$
14,783
$
10,741
N/A – Not applicable
(1)
The second quarter and first half of 2022 includes an income tax benefit of $135.3 million due to the release of our deferred tax asset valuation allowance. See “
Non-GAAP Financial Measures
” for additional information.
54
LENDINGCLUB CORPORATION
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Thousands, Except Share and. Per Share Data and Ratios, or as Noted)
(2)
Calculated as the ratio of non-interest expense to total net revenue.
(3)
Assets under management (AUM) reflects loans serviced on our platform, which includes outstanding balances of unsecured personal loans, auto refinance loans and education and patient finance loans serviced for others and retained for investment by the Company.
As of the Three Months Ended
June 30,
2022
March 31,
2022
June 30,
2021
Balance Sheet Data:
Loans and leases held for investment, net, excluding PPP loans
$
3,692,667
$
3,049,325
$
1,791,492
PPP loans
$
118,794
$
184,986
$
507,553
Total loans and leases held for investment, net
$
3,811,461
$
3,234,311
$
2,299,045
Total assets
$
6,186,765
$
5,574,425
$
4,370,101
Total deposits
$
4,527,672
$
3,977,477
$
2,539,704
Total liabilities
$
5,107,648
$
4,686,991
$
3,607,742
Total equity
$
1,079,117
$
887,434
$
762,359
Allowance Ratios:
ALLL to total loans and leases held for investment
6.0
%
5.5
%
3.0
%
ALLL to total loans and leases held for investment, excluding PPP loans
6.2
%
5.8
%
3.8
%
ALLL to consumer loans and leases held for investment
6.9
%
6.6
%
4.3
%
ALLL to commercial loans and leases held for investment
2.0
%
1.8
%
1.5
%
ALLL to commercial loans and leases held for investment, excluding PPP loans
2.3
%
2.3
%
2.8
%
55
LENDINGCLUB CORPORATION
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Thousands, Except Share and. Per Share Data and Ratios, or as Noted)
Results of Operations
The following table sets forth the Condensed Consolidated Statements of Income (Income Statement) data for each of the periods presented:
Three Months Ended
Change (%)
June 30,
2022
March 31,
2022
June 30,
2021
Q2 2022
vs
Q2 2021
Q2 2022
vs
Q1 2022
Non-interest income:
Marketplace revenue
$
206,384
$
179,966
$
151,735
36
%
15
%
Other non-interest income
7,448
9,891
6,741
10
%
(25)
%
Total non-interest income
213,832
189,857
158,476
35
%
13
%
Interest income:
Interest on loans held for sale
7,130
7,450
8,694
(18)
%
(4)
%
Interest and fees on loans and leases held for investment
108,911
91,442
39,068
179
%
19
%
Interest on retail and certificate loans held for investment at fair value
5,091
6,969
16,014
(68)
%
(27)
%
Interest on other loans held for investment at fair value
631
593
1,222
(48)
%
6
%
Interest on securities available for sale
4,426
4,511
2,539
74
%
(2)
%
Other
2,279
688
190
N/M
231
%
Total interest income
128,468
111,653
67,727
90
%
15
%
Interest expense:
Interest on deposits
6,078
3,438
1,699
258
%
77
%
Interest on short-term borrowings
417
435
1,003
(58)
%
(4)
%
Interest on retail notes, certificates and secured borrowings
5,091
6,969
16,014
(68)
%
(27)
%
Interest on Structured Program borrowings
360
764
2,668
(87)
%
(53)
%
Interest on other long-term debt
296
367
438
(32)
%
(19)
%
Total interest expense
12,242
11,973
21,822
(44)
%
2
%
Net interest income
116,226
99,680
45,905
153
%
17
%
Total net revenue
330,058
289,537
204,381
61
%
14
%
Provision for credit losses
70,566
52,509
34,634
104
%
34
%
Non-interest expense:
Compensation and benefits
85,103
81,610
71,925
18
%
4
%
Marketing
61,497
55,080
35,107
75
%
12
%
Equipment and software
12,461
11,046
9,281
34
%
13
%
Occupancy
6,209
6,019
6,157
1
%
3
%
Depreciation and amortization
10,557
11,039
11,508
(8)
%
(4)
%
Professional services
16,138
12,406
11,520
40
%
30
%
Other non-interest expense
17,421
14,004
14,641
19
%
24
%
Total non-interest expense
209,386
191,204
160,139
31
%
10
%
Income before income tax benefit (expense)
50,106
45,824
9,608
422
%
9
%
Income tax benefit (expense)
131,954
(4,988)
(237)
N/M
N/M
Net income
$
182,060
$
40,836
$
9,371
N/M
N/M
56
LENDINGCLUB CORPORATION
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Thousands, Except Share and. Per Share Data and Ratios, or as Noted)
Six Months Ended June 30,
2022
2021
Change (%)
Non-interest income:
Marketplace revenue
$
386,350
$
233,462
65
%
Other non-interest income
17,339
12,348
40
%
Total non-interest income
403,689
245,810
64
%
Interest income:
Interest on loans held for sale
14,580
13,851
5
%
Interest and fees on loans and leases held for investment
200,353
54,369
269
%
Interest on retail and certificate loans held for investment at fair value
12,060
36,276
(67)
%
Interest on other loans held for investment at fair value
1,224
2,701
(55)
%
Interest on securities available for sale
8,937
4,774
87
%
Other
2,967
346
N/M
Total interest income
240,121
112,317
114
%
Interest expense:
Interest on deposits
9,516
2,713
251
%
Interest on short-term borrowings
852
2,267
(62)
%
Interest on retail notes, certificates and secured borrowings
12,060
36,276
(67)
%
Interest on Structured Program borrowings
1,124
5,876
(81)
%
Interest on other long-term debt
663
774
(14)
%
Total interest expense
24,215
47,906
(49)
%
Net interest income
215,906
64,411
235
%
Total net revenue
619,595
310,221
100
%
Provision for credit losses
123,075
56,127
119
%
Non-interest expense:
Compensation and benefits
166,713
136,345
22
%
Marketing
116,577
54,652
113
%
Equipment and software
23,507
17,174
37
%
Occupancy
12,228
13,057
(6)
%
Depreciation and amortization
21,596
23,274
(7)
%
Professional services
28,544
23,123
23
%
Other non-interest expense
31,425
26,766
17
%
Total non-interest expense
400,590
294,391
36
%
Income (Loss) before income tax benefit
95,930
(40,297)
N/M
Income tax benefit
126,966
2,584
N/M
Net income (loss)
$
222,896
$
(37,713)
N/M
The analysis below is presented for the following periods: Second quarter of 2022 compared to the first quarter of 2022 (sequential), second quarter of 2022 compared to the second quarter of 2021 (year-over-year) and the first half of 2022 compared to the first half of 2021 (six months-over-six months). As a result of the timing of the Company’s acquisition of Radius on February 1, 2021, our results of operations discussed below for the six month period ended June 30, 2021 only reflect the revenue and expenses generated by LendingClub Bank for five months of such period.
57
LENDINGCLUB CORPORATION
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Thousands, Except Share and. Per Share Data and Ratios, or as Noted)
Marketplace Revenue
Marketplace revenue consists of the following:
Three Months Ended
Change (%)
June 30,
2022
March 31,
2022
June 30,
2021
Q2 2022
vs
Q2 2021
Q2 2022
vs
Q1 2022
Origination fees
$
149,252
$
122,093
$
113,802
31
%
22
%
Servicing fees
18,166
18,514
22,714
(20)
%
(2)
%
Gain on sales of loans
29,319
24,110
19,317
52
%
22
%
Net fair value adjustments
9,647
15,249
(4,098)
N/M
(37)
%
Total marketplace revenue
$
206,384
$
179,966
$
151,735
36
%
15
%
Six Months Ended June 30,
2022
2021
Change (%)
Origination fees
$
271,345
$
169,361
60
%
Servicing fees
36,680
45,880
(20)
%
Gain on sales of loans
53,429
27,640
93
%
Net fair value adjustments
24,896
(9,419)
N/M
Total marketplace revenue
$
386,350
$
233,462
65
%
We elected to account for HFS loans under the fair value option. With the election of the fair value option, origination fees, net fair value adjustments prior to sale of the loans, and servicing asset gains on the sales of the loans, are reported as separate components of “Marketplace revenue.”
Origination Fees
Origination fees recorded as a component of marketplace revenue are primarily fees earned related to originating and issuing unsecured personal loans that are held for sale. In addition, origination fees include transaction fees that were paid to us by issuing bank partners or education and patient service providers for the work performed in facilitating the origination of loans by the issuing banks. Following the Acquisition, LC Bank became the originator and lender for all unsecured personal and auto refinance loans and the majority of education and patient finance loans.
The following table presents loan origination volume during each of the periods set forth below:
Three Months Ended
Six Months Ended
June 30,
2022
March 31,
2022
June 30,
2021
June 30, 2022
June 30, 2021
Marketplace loans
$
2,819,263
$
2,360,238
$
2,181,620
$
5,179,501
$
3,320,356
Loan originations held for investment
1,021,110
856,312
540,823
1,877,422
885,237
Total loan originations
$
3,840,373
$
3,216,550
$
2,722,443
$
7,056,923
$
4,205,593
Origination fees were $149.3 million and $122.1 million for the second and first quarters of 2022, respectively, an increase of 22%. The increase was due to higher origination volume of marketplace loans. Loan origination volume of marketplace loans increased to $2.8 billion for the second quarter of 2022 compared to $2.4 billion for the first quarter of 2022, an increase of 19%.
58
LENDINGCLUB CORPORATION
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Thousands, Except Share and. Per Share Data and Ratios, or as Noted)
Origination fees were $149.3 million and $113.8 million for the second quarters of 2022 and 2021, respectively, an increase of 31%. The increase was due to higher origination volume of marketplace loans. Loan origination volume of marketplace loans increased to $2.8 billion for the second quarter of 2022 compared to $2.2 billion for the second quarter of 2021, an increase of 29%.
Origination fees were $271.3 million and $169.4 million for the first halves of 2022 and 2021, respectively, an increase of 60%. The increase was due to higher origination volume of marketplace loans. Loan origination volume of marketplace loans increased to $5.2 billion for the first half of 2022 compared to $3.3 billion for the first half of 2021, an increase of 56%.
Servicing Fees
We receive servicing fees to compensate us for servicing loans on behalf of investors, including managing payments from borrowers, collections and payments to those investors. Servicing fee revenue related to loans sold also includes the change in fair value of servicing assets associated with the loans.
The table below illustrates AUM serviced on our platform by the method in which the loans were financed as of the end of each period presented. Loans sold and subsequently serviced on behalf of the investor represent a key driver of our servicing fee revenue.
Three Months Ended
Change (%)
June 30,
2022
March 31,
2022
June 30,
2021
Q2 2022
vs
Q2 2021
Q2 2022
vs
Q1 2022
AUM
(in millions):
Loans sold
$
11,382
$
10,475
$
9,289
23
%
9
%
Loans held by LendingClub Bank
3,258
2,669
917
255
%
22
%
Retail notes, certificates and secured borrowings
127
175
414
(69)
%
(27)
%
Other loans invested in by the Company
16
22
121
(87)
%
(27)
%
Total
$
14,783
$
13,341
$
10,741
38
%
11
%
In addition to the loans serviced on our marketplace platform, we earned servicing fee revenue on $183.6 million, $197.4 million and $257.2 million in outstanding principal balance of commercial loans sold as of June 30, 2022, March 31, 2022 and June 30, 2021, respectively.
Servicing fees remained relatively flat at $18.2 million and $18.5 million for the second and first quarters of 2022, respectively. This was primarily due to a higher principal balance of loans serviced, offset by changes in the fair value of our servicing asset.
Servicing fees were $18.2 million and $22.7 million for the second quarters of 2022 and 2021, respectively, a decrease of 20%. The decrease in revenue was primarily due to changes in the fair value of our servicing asset, partially offset by a higher principal balance of loans serviced.
Servicing fees were $36.7 million and $45.9 million for the first halves of 2022 and 2021, respectively, a decrease of 20%. The decrease in revenue was primarily due to changes in the fair value of our servicing asset, partially offset by a higher principal balance of loans serviced.
59
LENDINGCLUB CORPORATION
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Thousands, Except Share and. Per Share Data and Ratios, or as Noted)
Gain on Sales of Loans
In connection with loan sales, we recognize a gain or loss on the sale of loans based on the level to which the contractual servicing fee is above or below an estimated market rate of servicing. Additionally, we recognize transaction costs, if any, as a loss on sale of loans.
Gain on sales of loans was $29.3 million and $24.1 million for the second and first quarters of 2022, respectively, an increase of 22%. The increase was primarily due to an increase in the volume of marketplace loans sold.
Gain on sales of loans was $29.3 million and $19.3 million for the second quarters of 2022 and 2021, respectively, an increase of 52%. The increase was primarily due to an increase in the volume of marketplace loans sold.
Gain on sales of loans was $53.4 million and $27.6 million for the first halves of 2022 and 2021, respectively, an increase of 93%. The increase was primarily due to an increase in the volume of marketplace loans sold.
Net Fair Value Adjustments
We record fair value adjustments on loans that are recorded at fair value, including gains or losses from sale prices in excess of or less than the loan principal amount sold.
Net fair value adjustments were $9.6 million and $15.2 million for the second and first quarters of 2022, respectively, a decrease of $5.6 million. The decrease was primarily due to lower loan sale prices, partially offset by an increase in the volume of marketplace loans sold.
Net fair value adjustments were $9.6 million and $(4.1) million for the second quarters of 2022 and 2021, respectively, an increase of $13.7 million. The increase was primarily due to higher loan sale prices and an increase in the volume of marketplace loans sold.
Net fair value adjustments were $24.9 million and $(9.4) million for the first halves of 2022 and 2021, respectively, an increase of $34.3 million. The increase was primarily due to higher loan sale prices and an increase in the volume of marketplace loans sold.
60
LENDINGCLUB CORPORATION
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Thousands, Except Share and. Per Share Data and Ratios, or as Noted)
Other Non-interest Income
Other non-interest income primarily consists of referral revenue that relates to fees earned from third-party companies when customers referred by us consider or purchase products or services from such third-party companies. The table below illustrates the composition of other non-interest income for each period presented:
Three Months Ended
Change (%)
June 30,
2022
March 31,
2022
June 30,
2021
Q2 2022
vs
Q2 2021
Q2 2022
vs
Q1 2022
Referral revenue
$
4,025
$
3,691
$
2,762
46
%
9
%
Realized gains on sales of securities available for sale and other investments
—
36
148
(100)
%
(100)
%
Other
3,423
6,164
3,831
(11)
%
(44)
%
Other non-interest income
$
7,448
$
9,891
$
6,741
10
%
(25)
%
Six Months Ended June 30,
2022
2021
Change (%)
Referral revenue
$
7,716
$
5,356
44
%
Realized gains (losses) on sales of securities available for sale and other investments
36
(96)
(138)
%
Other
9,587
7,088
35
%
Other non-interest income
$
17,339
$
12,348
40
%
61
LENDINGCLUB CORPORATION
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Thousands, Except Share and. Per Share Data and Ratios, or as Noted)
Net Interest Income
The tables below present net interest income information corresponding to interest-earning assets and interest-bearing funding sources on a consolidated basis for the Company.
Consolidated LendingClub Corporation
(1)
Three Months Ended
June 30, 2022
Three Months Ended
March 31, 2022
Three Months Ended
June 30, 2021
Average
Balance
Interest Income/
Expense
Average Yield/
Rate
Average
Balance
Interest Income/
Expense
Average Yield/
Rate
Average
Balance
Interest Income/
Expense
Average Yield/
Rate
Interest-earning assets
(2)
Cash, cash equivalents, restricted cash and other
$
1,023,192
$
2,279
0.89
%
$
892,921
$
688
0.31
%
$
642,182
$
190
0.12
%
Securities available for sale at fair value
409,327
4,426
4.32
%
325,155
4,511
5.55
%
273,956
2,539
3.71
%
Loans held for sale
156,503
7,130
18.22
%
255,139
7,450
11.68
%
243,445
8,694
14.29
%
Loans and leases held for investment:
Unsecured personal loans
2,692,148
95,529
14.19
%
2,060,323
78,376
15.22
%
511,787
19,499
15.24
%
Secured consumer loans
268,091
2,351
3.51
%
232,235
2,275
3.92
%
532,426
5,173
3.89
%
Commercial loans and leases
644,002
8,732
5.42
%
620,660
7,588
4.89
%
623,735
9,062
5.81
%
PPP loans
149,454
2,299
6.15
%
222,517
3,203
5.76
%
615,942
5,334
3.46
%
Loans and leases held for investment
3,753,695
108,911
11.61
%
3,135,735
91,442
11.66
%
2,283,890
39,068
6.84
%
Retail and certificate loans held for investment at fair value
144,613
5,091
14.08
%
198,813
6,969
14.02
%
448,822
16,014
14.27
%
Other loans held for investment at fair value
16,991
631
14.85
%
18,523
593
12.80
%
38,662
1,222
12.64
%
Total interest-earning assets
5,504,321
128,468
9.34
%
4,826,286
111,653
9.25
%
3,930,957
67,727
6.89
%
Cash and due from banks and restricted cash
75,517
92,683
144,897
Allowance for loan and lease losses
(202,904)
(163,631)
(51,109)
Other non-interest earning assets
490,412
486,363
447,826
Total assets
$
5,867,346
$
5,241,701
$
4,472,571
Interest-bearing liabilities
Interest-bearing deposits:
Checking and money market accounts
$
2,463,710
$
2,664
0.43%
$
2,240,450
$
1,724
0.31
%
$
2,071,112
$
1,618
0.31
%
Savings accounts and certificates of deposit
1,555,607
3,414
0.88%
1,071,133
1,714
0.64
%
301,939
81
0.11
%
Interest-bearing deposits
4,019,317
6,078
0.61%
3,311,583
3,438
0.42
%
2,373,051
1,699
0.29
%
Short-term borrowings
10,874
417
15.35%
20,371
435
8.56
%
79,511
1,003
5.05
%
Advances from PPPLF
151,278
135
0.36%
234,872
206
0.35
%
312,168
272
0.35
%
Retail notes, certificates and secured borrowings
144,613
5,091
14.08
%
198,813
6,969
14.02
%
449,057
16,014
14.27
%
Structured Program borrowings
18,439
360
7.81
%
42,026
764
7.29
%
121,738
2,668
8.77
%
Other long-term debt
15,357
161
4.20
%
15,421
161
4.19
%
16,404
166
4.05
%
Total interest-bearing liabilities
4,359,878
12,242
1.12
%
3,823,086
11,973
1.25
%
3,351,929
21,822
2.61
%
62
LENDINGCLUB CORPORATION
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Thousands, Except Share and. Per Share Data and Ratios, or as Noted)
Consolidated LendingClub Corporation
(1)
Three Months Ended
June 30, 2022
Three Months Ended
March 31, 2022
Three Months Ended
June 30, 2021
Average
Balance
Interest Income/
Expense
Average Yield/
Rate
Average
Balance
Interest Income/
Expense
Average Yield/
Rate
Average
Balance
Interest Income/
Expense
Average Yield/
Rate
Non-interest bearing deposits
292,750
227,337
92,588
Other liabilities
261,796
319,241
276,723
Total liabilities
$
4,914,424
$
4,369,664
$
3,721,240
Total equity
$
952,922
$
872,037
$
751,331
Total liabilities and equity
$
5,867,346
$
5,241,701
$
4,472,571
Interest rate spread
8.21
%
8.00
%
4.29
%
Net interest income and net interest margin
$
116,226
8.45
%
$
99,680
8.26
%
$
45,905
4.67
%
(1)
Consolidated presentation reflects intercompany eliminations.
(2)
Nonaccrual loans and any related income are included in their respective loan categories.
An analysis of the sequential and year-to-year changes in the categories of interest revenue and interest expense resulting from changes in volume and rate is as follows:
Three Months Ended June 30, 2022
Compared to
Three Months Ended March 31, 2022
Increase (Decrease) Due to Change in:
Average Volume
(1)
Average Rate
(1)
Total
Interest-earning assets
Cash, cash equivalents, restricted cash and other
$
114
$
1,477
$
1,591
Securities available for sale at fair value
1,030
(1,115)
(85)
Loans held for sale
(3,539)
3,219
(320)
Loans and leases held for investment
17,932
(463)
17,469
Retail and certificate loans held for investment at fair value
(1,909)
31
(1,878)
Other loans held for investment at fair value
(52)
90
38
Total increase in interest income on interest-earning assets
$
13,576
$
3,239
$
16,815
Interest-bearing liabilities
Checking and money market accounts
$
186
$
754
$
940
Savings accounts and certificates of deposit
933
767
1,700
Interest-bearing deposits
1,119
1,521
2,640
Short-term borrowings
(263)
245
(18)
Advances from PPPLF
(73)
2
(71)
Retail notes, certificates and secured borrowings
(1,909)
31
(1,878)
Structured Program borrowings
(455)
51
(404)
Total increase (decrease) in interest expense on interest-bearing liabilities
$
(1,581)
$
1,850
$
269
Increase in net interest income
$
15,157
$
1,389
$
16,546
(1)
Volume and rate changes have been allocated on a consistent basis using the respective percentage changes in average balances and average rates.
63
LENDINGCLUB CORPORATION
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Thousands, Except Share and. Per Share Data and Ratios, or as Noted)
Three Months Ended June 30, 2022
Compared to
Three Months Ended June 30, 2021
Increase (Decrease) Due to Change in:
Average Volume
(1)
Average Rate
(1)
Total
Interest-earning assets
Cash, cash equivalents, restricted cash and other
$
174
$
1,915
$
2,089
Securities available for sale at fair value
1,411
476
1,887
Loans held for sale
(3,586)
2,022
(1,564)
Loans and leases held for investment
33,550
36,293
69,843
Retail and certificate loans held for investment at fair value
(10,713)
(210)
(10,923)
Other loans held for investment at fair value
(776)
185
(591)
Total increase in interest income on interest-earning assets
$
20,060
$
40,681
$
60,741
Interest-bearing liabilities
Checking and money market accounts
$
346
$
700
$
1,046
Savings accounts and certificates of deposit
1,222
2,111
3,333
Interest-bearing deposits
1,568
2,811
4,379
Short-term borrowings
(1,392)
806
(586)
Advances from PPPLF
(142)
5
(137)
Retail notes, certificates and secured borrowings
(10,713)
(210)
(10,923)
Structured Program borrowings
(2,044)
(264)
(2,308)
Other long-term debt
(11)
6
(5)
Total decrease in interest expense on interest-bearing liabilities
$
(12,734)
$
3,154
$
(9,580)
Increase in net interest income
$
32,794
$
37,527
$
70,321
(1)
Volume and rate changes have been allocated on a consistent basis using the respective percentage changes in average balances and average rates.
64
LENDINGCLUB CORPORATION
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Thousands, Except Share and. Per Share Data and Ratios, or as Noted)
Consolidated LendingClub Corporation
(1)
Six Months Ended June 30,
2022
2021
Average
Balance
Interest Income/
Expense
Average Yield/
Rate
Average
Balance
Interest Income/
Expense
Average Yield/
Rate
Interest-earning assets
(2)
Cash, cash equivalents, restricted cash and other
$
958,057
$
2,967
0.62
%
$
760,361
$
346
0.09
%
Securities available for sale at fair value
367,241
8,937
4.87
%
311,204
4,774
3.07
%
Loans held for sale
205,821
14,580
14.17
%
229,384
13,851
12.08
%
Loans and leases held for investment:
Unsecured personal loans
2,376,236
173,905
14.64
%
368,275
22,891
14.92
%
Secured consumer loans
250,163
4,626
3.70
%
528,089
8,388
3.81
%
Commercial loans and leases
632,331
16,320
5.16
%
616,561
14,181
5.52
%
PPP loans
185,986
5,502
5.92
%
618,046
8,909
3.46
%
Loans and leases held for investment
3,444,716
200,353
11.63
%
2,130,971
54,369
6.12
%
Retail and certificate loans held for investment at fair value
171,713
12,060
14.05
%
511,144
36,276
14.19
%
Other loans held for investment at fair value
17,757
1,224
13.78
%
42,416
2,701
12.74
%
Total interest-earning assets
5,165,305
240,121
9.30
%
3,985,480
112,317
6.18
%
Cash and due from banks and restricted cash
84,100
140,196
Allowance for loan and lease losses
(183,268)
(42,808)
Other non-interest earning assets
488,387
390,741
Total assets
$
5,554,524
$
4,473,609
Interest-bearing liabilities
Interest-bearing deposits:
Checking and money market accounts
$
2,352,080
$
4,388
0.37
%
$
1,939,015
$
2,531
0.26
%
Savings accounts and certificates of deposit
1,313,370
5,128
0.78
%
310,538
182
0.12
%
Interest-bearing deposits
3,665,450
9,516
0.52
%
2,249,553
2,713
0.29
%
Short-term borrowings
15,622
852
10.91
%
89,196
2,267
5.08
%
Advances from PPPLF
193,075
341
0.35
%
349,071
505
0.35
%
Retail notes, certificates and secured borrowings
171,713
12,060
14.05
%
511,624
36,276
14.19
%
Structured Program borrowings
30,233
1,124
7.43
%
132,391
5,876
8.88
%
Other long-term debt
15,390
322
4.19
%
17,291
269
3.11
%
Total interest-bearing liabilities
4,091,483
24,215
1.18
%
3,349,126
47,906
2.90
%
Non-interest bearing deposits
260,043
100,597
Other liabilities
290,518
284,905
Total liabilities
$
4,642,044
$
3,734,628
Total equity
$
912,480
$
738,981
Total liabilities and equity
$
5,554,524
$
4,473,609
Interest rate spread
8.11
%
3.28
%
Net interest income and net interest margin
$
215,906
8.36
%
$
64,411
3.83
%
(1)
Consolidated presentation reflects intercompany eliminations.
(2)
Nonaccrual loans and any related income are included in their respective loan categories.
65
LENDINGCLUB CORPORATION
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Thousands, Except Share and. Per Share Data and Ratios, or as Noted)
Provision for Credit Losses
The allowance for loan and lease losses (ALLL) for lifetime expected losses under CECL on HFI loans and leases is initially recognized as “Provision for credit losses” at the time of origination. The ALLL is estimated using a discounted cash flow (DCF) approach, where effective interest rates are used to calculate the net present value of expected cash flows. The net present value from the DCF approach is then compared to the amortized cost basis of the loans and leases to derive expected credit losses. The provision for credit losses includes the credit loss expense for HFI loans and leases, available for sale (AFS) securities and unfunded lending commitments. The table below illustrates the composition of the provision for credit losses for each period presented:
Three Months Ended
Six Months Ended June 30,
June 30,
2022
March 31,
2022
June 30,
2021
2022
2021
Credit loss expense for Radius loans at acquisition
$
—
$
—
$
—
$
—
$
6,929
Credit loss expense for loans and leases held for investment
70,053
52,228
34,976
122,281
51,600
Credit loss (reversal of) expense for unfunded lending commitments
513
281
(20)
794
390
Total credit loss expense
70,566
52,509
34,956
123,075
58,919
Reversal of credit loss expense on securities available for sale
—
—
(322)
—
(2,792)
Total provision for credit losses
$
70,566
$
52,509
$
34,634
$
123,075
$
56,127
The provision for credit losses was $70.6 million and $52.5 million for the second and first quarters of 2022, respectively. The increase was primarily due to growth in the volume of loans HFI. Total volume of loans HFI was $1.0 billion and $856.3 million for the second and first quarters of 2022, respectively.
The provision for credit losses was $70.6 million and $34.6 million for the second quarters of 2022 and 2021, respectively. The increase was primarily due to growth in the volume of loans HFI. Total volume of loans HFI was $1.0 billion and $540.8 million for the second quarters of 2022 and 2021, respectively.
The provision for credit losses was $123.1 million and $56.1 million for the first halves of 2022 and 2021, respectively. The increase was primarily due to growth in the volume of loans HFI. Total volume of loans HFI was $1.9 billion and $885.2 million for the first halves of 2022 and 2021, respectively.
66
LENDINGCLUB CORPORATION
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Thousands, Except Share and. Per Share Data and Ratios, or as Noted)
The activity in the ACL was as follows:
Three Months Ended
Six Months Ended June 30,
June 30,
2022
March 31,
2022
June 30,
2021
2022
2021
Allowance for loan and lease losses, beginning of period
$
187,985
$
144,389
$
36,132
$
144,389
$
—
Credit loss expense for loans and leases held for investment
70,053
52,228
34,976
122,281
58,529
Initial allowance for purchased credit deteriorated (PCD) loans acquired during the period
(1)
—
—
—
—
12,440
Charge-offs
(15,852)
(9,089)
(246)
(24,941)
(246)
Recoveries
1,074
457
219
1,531
358
Allowance for loan and lease losses, end of period
$
243,260
$
187,985
$
71,081
$
243,260
$
71,081
Reserve for unfunded lending commitments, beginning of period
$
1,512
$
1,231
$
410
$
1,231
$
—
Credit loss expense for unfunded lending commitments
513
281
(20)
794
390
Reserve for unfunded lending commitments, end of period
(2)
$
2,025
$
1,512
$
390
$
2,025
$
390
(1)
For acquired PCD loans, an ACL of $30.4 million was required with a corresponding increase to the amortized cost basis as of the acquisition date. For PCD loans where all or a portion of the loan balance had been previously written-off, or would be subject to write-off under the Company’s charge-off policy, an ACL of $18.0 million included as part of the grossed-up loan balance at acquisition was immediately written-off. The net impact to the allowance for PCD assets on the acquisition date was $12.4 million.
(2)
Relates to $132.6 million, $109.5 million and $107.5 million of unfunded commitments as of June 30, 2022, March 31, 2022 and June 30, 2021, respectively.
Three Months Ended
Six Months Ended June 30,
June 30,
2022
March 31,
2022
June 30,
2021
2022
2021
Ratio of allowance for loan and lease losses to total loans and leases held for investment
6.00
%
5.49
%
3.00
%
6.00
%
3.00
%
Ratio of allowance for loan and lease losses to total loans and leases held for investment, excluding PPP loans
6.18
%
5.81
%
3.82
%
6.18
%
3.82
%
Average loans and leases held for investment
$
3,753,695
$
3,135,735
$
2,283,890
$
3,444,716
$
2,130,971
Ratio of net charge-offs to average loans and leases held for investment
0.39
%
0.28
%
0.00
%
0.68
%
0.01
%
67
LENDINGCLUB CORPORATION
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Thousands, Except Share and. Per Share Data and Ratios, or as Noted)
Loans and leases are generally placed on nonaccrual status when contractually past due 90 days or more, or earlier if management believes that the probability of collection does not warrant further accrual, and are charged-off no later than 120 days past due. The following table presents nonaccrual loans and leases as of the periods presented
(1)
:
June 30, 2022
December 31, 2021
Unsecured personal
$
5,597
$
1,676
Residential mortgages
772
1,373
Secured consumer
2,325
3,011
Total nonaccrual consumer loans held for investment
8,694
6,060
Equipment finance
321
603
Commercial real estate
907
989
Commercial and industrial
12,911
2,333
Total nonaccrual commercial loans and leases held for investment
14,139
3,925
Total nonaccrual loans and leases held for investment
$
22,833
$
9,985
(1)
Excluding PPP loans, there were no loans that were 90 days or more past due and accruing as of both June 30, 2022 and December 31, 2021.
As of June 30, 2022, nonaccrual loans and leases represented 0.56% of total loans and leases HFI, or 0.58% of total loans and leases HFI excluding PPP loans. As of December 31, 2021, nonaccrual loans and leases represented 0.34% of total loans and leases HFI, or 0.38% of total loans and leases HFI excluding PPP loans.
For additional information on the allowance for expected credit losses and nonaccrual loans and leases, see “
Notes to Consolidated Financial Statements
–
Note 1. Summary of Significant Accounting Policies
” of our Annual Report and “
Note 5. Loans and Leases Held for Investment, Net of Allowance For Loan and Lease Losses
” in this Report.
68
LENDINGCLUB CORPORATION
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Thousands, Except Share and. Per Share Data and Ratios, or as Noted)
Non-Interest Expense
Non-interest expense primarily consists of (i) compensation and benefits
,
which include salaries and wages, benefits and stock-based compensation expense, (ii) marketing, which includes costs attributable to borrower acquisition efforts and building general brand awareness, (iii) equipment and software, (iv) occupancy, which includes rent expense and all other costs related to occupying our office spaces, (v) depreciation and amortization and (vi) professional services, which primarily consist of legal and accounting fees.
Three Months Ended
Change (%)
June 30,
2022
March 31,
2022
June 30,
2021
Q2 2022
vs
Q2 2021
Q2 2022
vs
Q1 2022
Non-interest expense:
Compensation and benefits
$
85,103
$
81,610
$
71,925
18
%
4
%
Marketing
61,497
55,080
35,107
75
%
12
%
Equipment and software
12,461
11,046
9,281
34
%
13
%
Occupancy
6,209
6,019
6,157
1
%
3
%
Depreciation and amortization
10,557
11,039
11,508
(8)
%
(4)
%
Professional services
16,138
12,406
11,520
40
%
30
%
Other non-interest expense
17,421
14,004
14,641
19
%
24
%
Total non-interest expense
$
209,386
$
191,204
$
160,139
31
%
10
%
Six Months Ended June 30,
2022
2021
Change (%)
Non-interest expense:
Compensation and benefits
$
166,713
$
136,345
22
%
Marketing
116,577
54,652
113
%
Equipment and software
23,507
17,174
37
%
Occupancy
12,228
13,057
(6)
%
Depreciation and amortization
21,596
23,274
(7)
%
Professional services
28,544
23,123
23
%
Other non-interest expense
31,425
26,766
17
%
Total non-interest expense
$
400,590
$
294,391
36
%
Compensation and benefits expense was $85.1 million and $81.6 million for the second and first quarters of 2022, respectively, an increase of 4%. The increase was primarily due to an increase in headcount.
Compensation and benefits expense was $85.1 million and $71.9 million for the second quarters of 2022 and 2021, respectively, an increase of 18%. The increase was primarily due to an increase in headcount.
Compensation and benefits expense was $166.7 million and $136.3 million for the first halves of 2022 and 2021, respectively, an increase of 22%. The increase was primarily due to an increase in headcount.
Marketing expense was $61.5 million and $55.1 million for the second and first quarters of 2022, respectively, an increase of 12%. The increase was primarily due to an increase in variable marketing expenses based on higher origination volume and an increase in deposits, partially offset by the deferral of applicable marketing expenses for HFI loans.
69
LENDINGCLUB CORPORATION
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Thousands, Except Share and. Per Share Data and Ratios, or as Noted)
Marketing expense was $61.5 million and $35.1 million for the second quarters of 2022 and 2021, respectively, an increase of 75%. The increase was primarily due to an increase in variable marketing expenses based on higher origination volume and an increase in deposits, partially offset by the deferral of applicable marketing expenses for HFI loans.
Marketing expense was $116.6 million and $54.7 million for the first halves of 2022 and 2021, respectively, an increase of 113%. The increase was primarily due to an increase in variable marketing expenses based on higher origination volume and an increase in deposits, partially offset by the deferral of applicable marketing expenses for HFI loans.
Equipment and software expense was $12.5 million and $11.0 million for the second and first quarters of 2022, respectively, an increase of 13%. The increase was primarily due to an increase in hosting fees and subscription costs.
Equipment and software expense was $12.5 million and $9.3 million for the second quarters of 2022 and 2021, respectively, an increase of 34%. The increase was primarily due to an increase in hosting fees and subscription costs.
Equipment and software expense was $23.5 million and $17.2 million for the first halves of 2022 and 2021, respectively, a decrease of 37%. The increase was primarily due to an increase in hosting fees and subscription costs.
Occupancy expense was $6.2 million, $6.0 million, and $6.2 million for the second and first quarters of 2022, and first quarter of 2021, respectively.
Occupancy expense was $12.2 million and $13.1 million for the first halves of 2022 and 2021, respectively.
Depreciation and amortization expense remained relatively flat at $10.6 million and $11.0 million for the second and first quarters of 2022, respectively.
Depreciation and amortization expense was $10.6 million and $11.5 million for the second quarters of 2022 and 2021, respectively, a decrease of 8%. The decrease was primarily due to an increase in fully depreciated assets, partially offset by an increase in the amortization of intangible assets resulting from the Acquisition.
Depreciation and amortization expense was $21.6 million and $23.3 million for the first halves of 2022 and 2021, respectively, a decrease of 7%. The decrease was primarily due to an increase in fully depreciated assets, partially offset by an increase in the amortization of intangible assets resulting from the Acquisition.
Professional services were $16.1 million and $12.4 million for the second and first quarters of 2022, respectively, an increase of 30%. The increase was primarily due to an increase in consulting fees.
Professional services were $16.1 million and $11.5 million for the second quarters of 2022 and 2021, respectively, an increase of 40%. The increase was primarily due to an increase in consulting fees.
Professional services were $28.5 million and $23.1 million for the first halves of 2022 and 2021, respectively, and increase of 23%. The increase was primarily due to an increase in consulting fees.
70
LENDINGCLUB CORPORATION
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Thousands, Except Share and. Per Share Data and Ratios, or as Noted)
Income Taxes
For the second quarter and first half of 2022, we recorded an income tax benefit of $132.0 million and $127.0 million, respectively. The income tax benefit for the first half of 2022 was primarily due to the release of a $135.3 million valuation allowance against our deferred tax assets, partially offset by a $3.3 million state income tax expense. For the second quarter and first half of 2021, the Company recorded an income tax benefit (expense) of $(0.2) million and $2.6 million, respectively. The income tax benefit for the first half of 2021 was primarily related to changes in the deferred tax asset valuation allowance resulting from a deferred tax liability assumed with the Acquisition.
We have evaluated both positive and negative evidence when assessing the recoverability of our net deferred tax assets. Several factors were considered, which primarily included our business model transition and resulting increase in profitability and the expectation of continued profitability. These factors resulted in the release of the majority of our valuation allowance against our deferred tax assets during the second quarter of 2022.
As of June 30, 2022, we maintained a valuation allowance of $69.9 million related to NOLs and tax credit carryforwards, of which certain NOLs’ tax benefit will be realized through our effective tax rate during the remainder of 2022. The realization and timing of any remaining state NOLs and tax credit carryforwards is uncertain and may expire before being utilized. We expect that our effective tax rate in 2023 will approximate our statutory tax rate of 28%.
Income taxes are recorded on a separate entity basis whereby each operating segment determines income tax expense or benefit as if it filed a separate tax return. Differences between separate entity and consolidated tax returns are eliminated upon consolidation.
Segment Information
The Company defines operating segments to be components of the Company for which discrete financial information is evaluated regularly by the Company’s chief executive officer and chief financial officer to allocate resources and evaluate financial performance. This information is reviewed according to the legal organizational structure of the Company’s operations with products and services presented separately for the parent bank holding company and its wholly-owned subsidiary, LC Bank.
LendingClub Bank
The LC Bank operating segment represents the national bank legal entity and reflects post-Acquisition operating activities. This segment provides a full complement of financial products and solutions, including loans, leases and deposits. It originates loans to individuals and businesses, retains loans for investment, sells loans to investors and manages relationships with deposit holders.
LendingClub Corporation (Parent Only)
The LendingClub Corporation (Parent only) operating segment represents the holding company legal entity and predominately reflects the operations of the Company prior to the Acquisition. This activity includes, but is not limited to, servicing fee revenue for loans serviced prior to the Acquisition, and interest income and interest expense related to the Retail Program and Structured Program transactions.
71
LENDINGCLUB CORPORATION
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Thousands, Except Share and. Per Share Data and Ratios, or as Noted)
Financial information for the segments is presented in the following table:
LendingClub
Bank
LendingClub
Corporation
(Parent only)
Intercompany
Eliminations
Consolidated Total
Three Months Ended June 30,
Three Months Ended June 30,
Three Months Ended June 30,
Three Months Ended June 30,
2022
2021
2022
2021
2022
2021
2022
2021
Non-interest income:
Marketplace revenue
$
191,087
$
128,714
$
11,167
$
23,021
$
4,130
$
—
$
206,384
$
151,735
Other non-interest income
20,041
28,340
3,914
4,281
(16,507)
(25,880)
7,448
6,741
Total non-interest income
211,128
157,054
15,081
27,302
(12,377)
(25,880)
213,832
158,476
Interest income:
Interest income
120,152
45,325
8,316
22,402
—
—
128,468
67,727
Interest expense
(6,213)
(1,972)
(6,029)
(19,850)
—
—
(12,242)
(21,822)
Net interest income
113,939
43,353
2,287
2,552
—
—
116,226
45,905
Total net revenue
325,067
200,407
17,368
29,854
(12,377)
(25,880)
330,058
204,381
(Provision for) reversal of credit losses
(70,566)
(34,956)
—
322
—
—
(70,566)
(34,634)
Non-interest expense
(196,636)
(138,182)
(25,127)
(47,837)
12,377
25,880
(209,386)
(160,139)
Income (Loss) before income tax benefit (expense)
57,865
27,269
(7,759)
(17,661)
—
—
50,106
9,608
Income tax benefit (expense)
(17,318)
12,513
85,864
8,922
63,408
(21,672)
131,954
(237)
Net income (loss)
$
40,547
$
39,782
$
78,105
$
(8,739)
$
63,408
$
(21,672)
$
182,060
$
9,371
72
LENDINGCLUB CORPORATION
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Thousands, Except Share and. Per Share Data and Ratios, or as Noted)
LendingClub
Bank
LendingClub
Corporation
(Parent only)
Intercompany
Eliminations
Consolidated Total
Six Months Ended June 30,
Five Months Ended June 30,
Six Months Ended June 30,
Six Months Ended June 30,
Five Months Ended June 30,
Six Months Ended June 30,
2022
2021
2022
2021
2022
2021
2022
2021
Non-interest income:
Marketplace revenue
$
355,922
$
164,776
$
26,298
$
68,686
$
4,130
$
—
$
386,350
$
233,462
Other non-interest income
39,539
48,040
8,137
8,379
(30,337)
(44,071)
17,339
12,348
Total non-interest income
395,461
212,816
34,435
77,065
(26,207)
(44,071)
403,689
245,810
Interest income:
Interest income
219,975
62,823
20,146
49,494
—
—
240,121
112,317
Interest expense
(9,857)
(3,219)
(14,358)
(44,687)
—
—
(24,215)
(47,906)
Net interest income
210,118
59,604
5,788
4,807
—
—
215,906
64,411
Total net revenue
605,579
272,420
40,223
81,872
(26,207)
(44,071)
619,595
310,221
(Provision for) reversal of credit losses
(123,075)
(58,919)
—
2,792
—
—
(123,075)
(56,127)
Non-interest expense
(375,095)
(213,681)
(51,702)
(124,781)
26,207
44,071
(400,590)
(294,391)
Income (Loss) before income tax benefit (expense)
107,409
(180)
(11,479)
(40,117)
—
—
95,930
(40,297)
Income tax benefit (expense)
(29,673)
12,536
103,591
11,214
53,048
(21,166)
126,966
2,584
Net income (loss)
$
77,736
$
12,356
$
92,112
$
(28,903)
$
53,048
$
(21,166)
$
222,896
$
(37,713)
The Company integrated the Acquisition into its reportable segments in the first quarter of 2021. As the Company’s reportable segments are based on legal organizational structure and LC Bank was formed upon the Acquisition, an analysis of the Company’s results of operations and material trends for the second quarter and first half of 2022 compared to the second quarter and first half of 2021 is provided on a consolidated basis in “
Results of Operations
.”
Non-GAAP Financial Measures
To supplement our financial statements, which are prepared and presented in accordance with GAAP, we use the following non-GAAP financial measures: Net Income (Loss) Excluding Income Tax Benefit and Diluted EPS Excluding Income Tax Benefit. Our non-GAAP measures do have limitations as analytical tools and should not be considered in isolation or as a substitute for an analysis of our results under GAAP.
We believe these non-GAAP measures provide management and investors with useful supplemental information about the financial performance of our business, enable comparison of financial results between periods where certain items may vary independent of business performance, and enable comparison of our financial results with other public companies.
We believe Net Income (Loss) Excluding Income Tax Benefit and Diluted EPS Excluding Income Tax Benefit are important measures because they directly reflect the financial performance of our business operations. Net Income (Loss) Excluding Income Tax Benefit adjusts for the release of a deferred tax asset valuation allowance in the
73
LENDINGCLUB CORPORATION
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Thousands, Except Share and. Per Share Data and Ratios, or as Noted)
second quarter of 2022. Diluted EPS Excluding Income Tax Benefit is a non-GAAP financial measure calculated by dividing Net Income (Loss) Excluding Income Tax Benefit by the weighted-average diluted common shares outstanding.
For a reconciliation of such measures to the nearest GAAP measures, see “
Overview – Financial Highlights
.”
Supervision and Regulatory Environment
We are regularly subject to claims, individual and class action lawsuits, and lawsuits alleging regulatory violations. Further, we are subject to periodic exams, investigations, inquiries or requests, enforcement actions and other proceedings from federal and state regulatory agencies, including the federal banking regulators that directly regulate the Company and/or LC Bank. The number and significance of these claims, lawsuits, exams, investigations, inquiries, requests and proceedings have been increasing in part because our products and services have been increasing in scope and complexity and in part because we have become a bank holding company operating a national bank. Although historically the Company has generally resolved these matters in a manner that was not materially adverse to its financial results or business operations, no assurance can be given as to the timing, outcome or consequences of any of these matters in the future.
Regulatory Actions Taken in Relation to COVID-19
Regulators and government officials at the federal government level and in states across the country have issued orders, passed laws or otherwise issued guidance in connection with COVID-19. Some of these orders and laws have placed restrictions on debt collection activity, all or certain types of communications with delinquent borrowers or others, required that borrowers be allowed to defer payments on outstanding debt, governed credit reporting and the use of credit reporting, and placed certain restrictions and requirements on operations in the workplace. We have taken steps to monitor regulatory developments relating to COVID-19 and to comply with orders and laws applicable to our business. Given the ongoing nature of the pandemic, it is possible that additional orders, laws, or regulatory guidance may still be issued. We are not able to predict the extent of the impact on our business from any regulatory activity relating to or resulting from COVID-19.
Federal Banking Regulator Supervision
Since the Acquisition, we are subject to supervision, regulation, examination and enforcement by multiple federal banking regulatory bodies. Specifically, as a bank holding company, the Company is subject to ongoing and comprehensive supervision, regulation, examination and enforcement by the Board of Governors of the Federal Reserve System (FRB). Further, as a national bank, LC Bank is subject to ongoing and comprehensive supervision, regulation, examination and enforcement by the OCC. Accordingly, we have been and continue to invest in regulatory compliance and be subject to certain parameters, obligations and/or limitations set forth by the banking regulations and regulators with respect to the operation of our business.
Consequences
If we are found to not have complied with applicable laws, regulations or requirements, we could: (i) lose one or more of our licenses or authorizations, (ii) become subject to a consent order or administrative enforcement action, (iii) face lawsuits (including class action lawsuits), sanctions, penalties, or other monetary losses due to judgments, orders, or settlements, (iv) be in breach of certain contracts, which may void or cancel such contracts, (v) decide or be compelled to modify or suspend certain of our business practices, (vi) be unable to execute on certain Company initiatives, or (vii) be required to obtain a license in such jurisdiction, which may have an adverse effect on our ability to operate and/or evolve our lending marketplace and other products and/or services; any of which may harm our business or financial results.
74
LENDINGCLUB CORPORATION
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Thousands, Except Share and. Per Share Data and Ratios, or as Noted)
See “
Part I – Item 1. Business – Regulation and Supervision,
” “
Part I – Item 1A. Risk Factors – Risks Related to Regulation, Supervision and Compliance,
” and “
Part I – Item 1A. Risk Factors – Risks Related to Operating Our Business”
in our Annual Report for further discussion regarding our supervision and regulatory environment.
Capital Management
The prudent management of capital is fundamental to the successful achievement of our business initiatives. We actively manage capital through a process that continuously assesses and monitors the Company’s overall capital adequacy. Our objective is to maintain capital at an amount commensurate with our risk profile and risk tolerance objectives, and to meet both regulatory and market expectations.
The formation of LC Bank as a nationally chartered association and the organization of the Company as a bank holding company subjects us to various capital adequacy guidelines issued by the OCC and the FRB, including the requirement to maintain regulatory capital ratios in accordance with the Basel Committee on Banking Supervision standardized approach for U.S. banking organizations (U.S. Basel III). As a U.S. Basel III standardized approach institution, we selected the one-time election to opt-out of the requirements to include all the components of accumulated other comprehensive income included in common stockholder’s equity. The minimum capital requirements under the U.S. Basel III capital framework are: a CET1 risk-based capital ratio of 4.5%, a Tier 1 risk-based capital ratio of 6.0%, a total risk-based capital ratio of 8.0%, and a Tier 1 leverage ratio of 4.0%. Additionally, a Capital Conservation Buffer (CCB) of 2.5% must be maintained above the minimum risk-based capital requirements in order to avoid certain limitations on capital distributions, stock repurchases, and certain discretionary bonus payments. In addition to these guidelines, the banking regulators may require a banking organization to maintain capital at levels higher than the minimum ratios prescribed under the U.S. Basel III capital framework. In this regard, and unless otherwise directed by the FRB and the OCC, we have made commitments for the Company and LC Bank (until February 2024) to maintain a CET1 risk-based capital ratio of 11.0%, a Tier 1 risk-based capital ratio above 11.0%, a total risk-based capital ratio above 13.0%, and a Tier 1 leverage ratio of 11.0%. See “
Part I – Item 1. Business – Regulation and Supervision – Regulatory Capital Requirements and Prompt Corrective Action
” in our Annual Report and “
Notes to Condensed Consolidated Financial Statements
– Note 18. Regulatory Requirements”
in this Report
for additional information.
The following table summarizes LC Bank’s regulatory capital amounts and ratios (in millions):
LendingClub Bank
June 30, 2022
December 31, 2021
Required Minimum plus Required CCB for
Non-Leverage Ratios
Amount
Ratio
Amount
Ratio
CET1 capital
(1)
$
710.1
16.7
%
$
523.7
16.7
%
7.0
%
Tier 1 capital
$
710.1
16.7
%
$
523.7
16.7
%
8.5
%
Total capital
$
765.2
18.0
%
$
563.7
18.0
%
10.5
%
Tier 1 leverage
$
710.1
13.4
%
$
523.7
14.3
%
4.0
%
Risk-weighted assets
$
4,247.3
N/A
$
3,130.4
N/A
N/A
Quarterly adjusted average assets
$
5,289.7
N/A
$
3,667.7
N/A
N/A
N/A – Not applicable
(1)
Consists of common stockholders’ equity as defined under U.S. GAAP and certain adjustments made in accordance with regulatory capital guidelines, including the addition of the CECL transitional benefit and deductions for goodwill and other intangible assets.
75
LENDINGCLUB CORPORATION
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Thousands, Except Share and. Per Share Data and Ratios, or as Noted)
The following table presents the regulatory capital and ratios of the Company (in millions):
June 30, 2022
December 31, 2021
Required Minimum plus Required CCB for
Non-Leverage Ratios
LendingClub
Amount
Ratio
Amount
Ratio
CET1 capital
(1)
$
894.9
20.0
%
$
710.0
21.3
%
7.0
%
Tier 1 capital
$
894.9
20.0
%
$
710.0
21.3
%
8.5
%
Total capital
$
964.9
21.6
%
$
767.9
23.0
%
10.5
%
Tier 1 leverage
$
894.9
16.2
%
$
710.0
16.5
%
4.0
%
Risk-weighted assets
$
4,463.5
N/A
$
3,333.2
N/A
N/A
Quarterly adjusted average assets
$
5,532.5
N/A
$
4,301.7
N/A
N/A
N/A – Not applicable
(1)
Consists of common stockholders’ equity as defined under U.S. GAAP and certain adjustments made in accordance with regulatory capital guidelines, including the addition of the CECL transitional benefit and deductions for goodwill and other intangible assets.
The higher risk-based capital ratios for the Company reflect generally lower risk-weights for assets held by LendingClub Corporation as compared with LC Bank.
In response to the COVID-19 pandemic, the FRB, OCC, and FDIC adopted a final rule related to the regulatory capital treatment of the allowance for credit losses under CECL. As permitted by the rule, the Company elected to delay the estimated impact of CECL on regulatory capital, resulting in a CET1 capital benefit of $35 million at December 31, 2021. This benefit is phased out over a three-year transition period that commenced on January 1, 2022 at a rate of 25% each year through January 1, 2025.
Liquidity
We manage liquidity to meet our cash flow and collateral obligations in a timely manner at a reasonable cost. We must maintain operating liquidity to meet our expected daily and forecasted cash flow requirements, as well as contingent liquidity to meet unexpected funding requirements.
As our primary business at LC Bank involves taking deposits and originating loans, a key role of liquidity management is to ensure that customers have timely access to funds from deposits and for loans. Liquidity management also involves maintaining sufficient liquidity to repay wholesale borrowings, pay operating expenses and support extraordinary funding requirements when necessary.
LendingClub Bank Liquidity
The primary sources of LC Bank short-term liquidity include cash, unencumbered AFS debt securities, and unused borrowing capacity with the Federal Home Loan Bank (FHLB). Additionally, customer deposits provide LC Bank with a significant source of relatively low-cost funds. The primary uses of LC Bank liquidity include the funding of loans and securities purchases; withdrawals, maturities and the payment of interest on deposits; compensation and benefits expense; taxes; capital expenditures, including internally developed software, leasehold improvements and computer equipment; and costs associated with the continued development and support of our online lending marketplace platform.
Net capital expenditures were $37.4 million, or 6.2% of total net revenue, and $13.2 million, or 4.8% of total net revenue, for the first halves of 2022 and 2021, respectively. Capital expenditures in 2022 are expected to be approximately $65 million, primarily related to costs associated with the continued development and support of our online lending marketplace platform, including regulatory compliance costs.
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LENDINGCLUB CORPORATION
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Thousands, Except Share and. Per Share Data and Ratios, or as Noted)
As of June 30, 2022 and December 31, 2021, cash and cash equivalents at LC Bank were $1.0 billion and $659.9 million, respectively, reflecting the continued growth in LC Bank deposits during the first half of 2022. Outstanding PPPLF borrowings were $123.4 million and $271.9 million at June 30, 2022 and December 31, 2021, respectively, and are collateralized by PPP loans originated by the Company. In addition, LC Bank has available Federal Home Loan Bank of Des Moines secured borrowing capacity totaling $321.0 million and $173.4 million at June 30, 2022 and December 31, 2021, respectively. As of June 30, 2022 and December 31, 2021, LC Bank also has secured borrowing capacity available under the FRB Discount Window totaling $181.3 million and $75.2 million, respectively.
LendingClub Holding Company Liquidity
The primary source of liquidity at the holding company is $95.8 million and $88.3 million in cash and cash equivalents as of June 30, 2022 and December 31, 2021, respectively. Additionally, the holding company has the ability to access the capital markets through additional registrations and public equity offerings.
Uses of cash at the holding company include the routine cash flow requirements as a bank holding company, such as interest and expenses (including those associated with our office leases), the needs of LC Bank for additional equity and, as required, its need for debt financing and support for extraordinary funding requirements when necessary.
Factors Impacting Liquidity
The Company’s liquidity could be adversely impacted by deteriorating financial and market conditions, the inability or unwillingness of a creditor to provide funding, an idiosyncratic event (e.g., a major loss, causing a perceived or actual deterioration in its financial condition), an adverse systemic event (e.g., default or bankruptcy of a significant capital markets participant), or others.
We believe, based on our projections, that our cash on hand, AFS securities, available funds, and cash flow from operations are sufficient to meet our liquidity needs for the next twelve months, as well as beyond the next twelve months. See “
Item 1. Financial Statements – Condensed Consolidated Statements of Cash Flows
” for additional detail regarding our cash flows.
Market Risk
Market risk represents the risk of potential losses arising from changes in interest rates, foreign exchange rates, equity prices, commodity prices, and/or other relevant market rates or prices. The primary market risk to which we are exposed is interest rate risk. Interest rate risk arises from financial instruments including loans, securities and borrowings, all entered into for purposes other than trading.
Our net interest income is affected by changes in the level of interest rates, the relationship between rates, the impact of interest rate fluctuations on asset prepayments, and the level and composition of deposits and liabilities.
Interest Rate Sensitivity
LendingClub Bank
Loans HFI at LC Bank are funded primarily through our deposit base, and the majority of loans on LC Bank’s balance sheet, at any point in time, are retained in the HFI portfolio and accounted for at amortized cost. As a result, the primary component of interest rate risk on our financial instruments at LC Bank arises from the impact of
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LENDINGCLUB CORPORATION
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Thousands, Except Share and. Per Share Data and Ratios, or as Noted)
fluctuations in loan and deposit rates on our net interest income. Therefore, we measure this sensitivity by assessing the impact of hypothetical changes in interest rates on our net interest income results.
The following table presents the change in projected net interest income for the next twelve months due to a hypothetical instantaneous parallel change in interest rates relative to current rates as of June 30, 2022:
200 basis point increase
(3.1)
%
100 basis point decrease
0.0
%
The impact of these hypothetical interest rate changes are not significant to LC Bank’s net interest income. In a hypothetical 100 basis point interest rate reduction, lower deposit costs are offset by decreased asset yields over the next twelve months, resulting in a neutral impact to net interest income.
For additional details regarding maturities of loans and leases HFI, see “
Part II – Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Market Risk
” in our Annual Report.
For the weighted-average yields on our AFS securities portfolio, see “
Notes to Condensed Consolidated Financial Statements – Note 4. Securities Available for Sale.
”
LendingClub Holding Company
At the holding company level, we continue to measure interest rate sensitivity by evaluating the change in fair value of certain assets and liabilities due to a hypothetical change in interest rates. Principal payments on our loans HFI at fair value continue to reduce the outstanding balance of this portfolio, and, as a result, the fair value impact from changes in interest rates continues to diminish.
Contingencies
For a comprehensive discussion of contingencies as of June 30, 2022, see
“
Item 1. Financial Statements – Notes to Condensed Consolidated Financial Statements – Note 17. Commitments and Contingencies.
”
Critical Accounting Estimates
Certain of the Company’s accounting policies that involve a higher degree of judgment and complexity are discussed in “
Part II – Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Estimates
” in our Annual Report. There have been no significant changes to these critical accounting estimates during the first half of 2022.
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LENDINGCLUB CORPORATION
Item 3. Quantitative and Qualitative Disclosures About Market Risk
For a comprehensive discussion regarding quantitative and qualitative disclosures about market risk, see “
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Market Risk.
”
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
The Company’s management evaluated, with the participation of the Company’s Chief Executive Officer (CEO) and Chief Financial Officer (CFO), the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of June 30, 2022. In designing and evaluating its disclosure controls and procedures, the Company’s management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance, not absolute assurance, of achieving the desired control objectives, and is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
Based on the evaluation, the Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures as of June 30, 2022, were designed and functioned effectively to provide reasonable assurance that the information required to be disclosed by the Company in reports filed under the Exchange Act is (i) recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and (ii) accumulated and communicated to management, including the principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting
No change in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) occurred during the second quarter of 2022, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
For a comprehensive discussion of legal proceedings, see “
Part I. Financial Information – Item 1. Financial Statements – Notes to Condensed Consolidated Financial Statements – Note 17. Commitments and Contingencies – Legal,
” which is incorporated herein by reference.
Item 1A. Risk Factors
The risks described in “
Part I – Item 1A. Risk Factors
” in our Annual Report, could materially and adversely affect our business, financial condition, operating results and prospects, and the trading price of our common stock could decline. While we believe the risks and uncertainties described therein include all material risks currently known by us, it is possible that these may not be the only ones we face. Due to risks and uncertainties, known and unknown, our past financial results may not be a reliable indicator of future performance and historical trends should not be used to anticipate results or trends in future periods. The Risk Factors section of our Annual Report remains current in all material respects, with the exception of the below.
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LENDINGCLUB CORPORATION
Our business operations may be adversely impacted by political events, terrorism, military conflict or acts of war, cyber-attacks, public health issues, natural disasters, severe weather, climate change, infrastructure failure or outages, labor disputes and other business interruptions.
Our business operations are subject to interruption by, among other things, political events, terrorism, military conflict or acts of war (including the war in Ukraine), cyber-attacks, public health issues, natural disasters, severe weather, climate change, infrastructure failure or outages, labor disputes and other events which could: (i) decrease demand for our products and services, (ii) adversely affect the macroeconomy and/or our customers, or (iii) make it difficult or impossible for us to deliver a satisfactory experience to our customers. Any such events could also affect the Company by impacting the stability of our deposit base, impairing the ability of our borrowers to repay their outstanding loans, causing significant property damage or otherwise impair the value of collateral securing our loans, and/or resulting in loss of revenue and/or cause us to incur additional expenses. Furthermore, in the event of any disruption to our operations or those of the companies with whom we do business with, we could incur significant losses, require substantial recovery time and experience significant expenditures in order to resume or maintain operations, any of which could have a material adverse impact on our business, financial condition and results of operations.
For example, the Ukrainian-Russian conflict, the responses thereto (such as sanctions imposed by the United States and other countries) and any expansion thereof is likely to have unpredictable and/or adverse effects on the domestic and global economy and financial markets. Although we have not yet experienced any material direct impact from the Ukrainian-Russian conflict, in part because our business is conducted exclusively in the United States, our business, financial condition or results of operations may be impacted if the conflict prolongs and/or its impact exacerbates. Further, the Ukrainian-Russian conflict and its impact may also have the effect of heightening many of the other risks described in “
Item 1A. Risk Factors
” and elsewhere in our Annual Report, such as escalating inflation, elevating the possibility of a decline in economic conditions and increasing cybersecurity risk.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Not applicable.
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LENDINGCLUB CORPORATION
Item 6. Exhibits
Exhibit Index
The exhibits noted in the accompanying Exhibit Index are filed or incorporated by reference as a part of this Report and such Exhibit Index is incorporated herein by reference.
Incorporated by Reference
Exhibit
Number
Exhibit Description
Form
File No.
Exhibit
Filing
Date
Filed Herewith
3.1
Restated Certificate of Incorporation of LendingClub Corporation
8-K
000-54752
3.1
December 16, 2014
3.2
Certificate of Amendment of Restated Certificate of Incorporation of LendingClub Corporation, effective July 5, 2019
10-Q
001-36771
3.1
August 7, 2019
3.3
Second Certificate of Amendment of Restated Certificate of Incorporation of LendingClub Corporation, effective June 7, 2022
8-K
001-36771
3.1
June 7, 2022
3.4
Amended and Restated Bylaws of the Company, effective March 22, 2018
8-K/A
001-36771
3.1
June 22, 2018
10.1
Non-Employee Director Compensation Policy, effective March 31, 2022*
X
31.1
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
X
31.2
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
X
32.1
Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
X
101.INS
XBRL Instance Document‡
X
101.SCH
XBRL Taxonomy Extension Schema Document
X
101.CAL
XBRL Taxonomy Extension Calculation Linkbase
X
101.DEF
XBRL Taxonomy Extension Definition Linkbase
X
101.LAB
XBRL Taxonomy Extension Label Linkbase
X
101.PRE
XBRL Taxonomy Extension Presentation Linkbase
X
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
* Refiled to correct an inadvertent error in the exhibit previously filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on May 4, 2022.
‡ The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
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LENDINGCLUB CORPORATION
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
LENDINGCLUB CORPORATION
(Registrant)
Date:
August 1, 2022
/s/ SCOTT SANBORN
Scott Sanborn
Chief Executive Officer
Date:
August 1, 2022
/s/ THOMAS W. CASEY
Thomas W. Casey
Chief Financial Officer
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