(1) During the third quarter of 2024, the Company deconsolidated its previously consolidated VIEs.
(2) Prior period amounts have been reclassified to conform to the current period presentation.
Maximum loss exposure 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.
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:
The table below presents the notional and gross fair value amounts of the Company’s derivatives that are not designated as accounting hedges:
September 30, 2024
December 31, 2023
Notional
Derivative Asset (1)
Derivative Liability (1)
Notional
Derivative Liability (1)
Credit derivatives (2)
$
12,267
$
—
$
(11,404)
$
7,307
$
(6,372)
Interest rate caps
200,000
40
—
—
—
Total
$
212,267
$
40
$
(11,404)
$
7,307
$
(6,372)
(1) Recorded in “Other assets” or “Other liabilities,” as applicable, on the Balance Sheet and in “Operating activities” on the Statement of Cash Flow.
(2) Represent credit support agreements related to loan sales, whereby the Company is obligated to make payments to a limited number of strategic investors approximately 18 months after sale if credit losses exceed certain initial agreed-upon thresholds, subject to a maximum dollar amount. The notional amount represents the Company’s maximum dollar exposure. The fair value of the credit derivatives is based on the combined impact of both the quantitative and qualitative credit loss forecast.
The table below presents the losses recognized on the Company’s derivatives that are not designated as accounting hedges:
Three Months Ended September 30,
Nine Months Ended September 30,
2024
2023
2024
2023
Credit derivatives (1)
$
(1,590)
$
(2,312)
$
(5,032)
$
(3,257)
Interest rate caps (2)
(363)
—
(426)
—
Total losses
$
(1,953)
$
(2,312)
$
(5,458)
$
(3,257)
(1) The initial fair value of the credit derivative liabilities is recorded in “Gain on sales of loans” with changes in the fair value recorded in “Net fair value adjustments,” both within “Marketplace revenue” on the Income Statement.
(2) Changes in the fair value of the interest rate cap are recorded in “Net fair value adjustments” within “Marketplace revenue” on the Income Statement.
Derivatives Designated as Accounting Hedges
The Company is exposed to changes in the fair value of its fixed-rate assets due to changes in benchmark interest rates. The Company enters into interest rate swaps to manage its exposure to changes in fair value of these assets attributable to changes in the Secured Overnight Financing Rate (SOFR). The interest rate swaps qualify as fair value hedges and involve the payment of fixed-rate amounts to a counterparty in exchange for the receipt of variable-rate payments over the life of the agreements, ranging from approximately one to three years.
(1) Includes $38.7 million and $66.9 million of development in progress for internally-developed software and $2.5 million and $4.6 million of development in progress to customize purchased software as of September 30, 2024 and December 31, 2023, respectively.
Depreciation and amortization expense on property, equipment and software was $12.5 million and $36.4 million for the third quarter and first nine months of 2024, respectively. Depreciation and amortization expense on property, equipment and software was $10.3 million and $32.1 million for the third quarter and first nine months of 2023, respectively.
10. Goodwill and Intangible Assets
Goodwill
The Company’s goodwill balance was $75.7 million as of both September 30, 2024 and December 31, 2023. The Company did not record any goodwill impairment expense for the third quarters and first nine months of 2024 and 2023. 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:
September 30, 2024
December 31, 2023
Gross carrying value
$
54,500
$
54,500
Accumulated amortization
(45,061)
(42,365)
Net carrying value
$
9,439
$
12,135
The customer relationship intangible assets are amortized on an accelerated basis from ten to fourteen years. Amortization expense associated with intangible assets for the third quarter and first nine months of 2024 was $0.9 million and $2.7 million, respectively. Amortization expense associated with intangible assets for the third quarter and first nine months of 2023 was $1.0 million and $3.2 million, respectively. There was no impairment loss for the third quarters and first nine months of 2024 and 2023.
41
LENDINGCLUB CORPORATION
Notes to Condensed Consolidated Financial Statements
(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)
(Unaudited)
The expected future amortization expense for intangible assets as of September 30, 2024, is as follows:
2024
$
853
2025
2,901
2026
2,252
2027
1,603
2028
945
Thereafter
885
Total
$
9,439
11. Other Assets
Other assets consist of the following:
September 30, 2024
December 31, 2023
Deferred tax assets, net (1)
$
128,648
$
151,411
Servicing assets (2)
60,514
78,401
Accrued interest receivable
43,662
35,793
Nonmarketable equity investments
43,147
42,891
Operating lease assets
21,198
26,611
Intangible assets, net (3)
9,439
12,135
Other
100,451
108,211
Total other assets
$
407,059
$
455,453
(1) See “Note 16. Income Taxes” for additional detail.
(2) Loans underlying servicing assets had a total outstanding principal balance of $7.1 billion and $9.5 billion as of September 30, 2024 and December 31, 2023, respectively.
(3) See “Note 10. Goodwill and Intangible Assets” for additional detail.
12. Deposits
Deposits consist of the following:
September 30, 2024
December 31, 2023
Interest-bearing deposits:
Savings and money market accounts
$
5,257,239
$
4,349,239
Certificates of deposit
2,865,207
1,714,889
Checking accounts
976,646
937,552
Total
9,099,092
7,001,680
Noninterest-bearing deposits
360,516
331,806
Total deposits
$
9,459,608
$
7,333,486
42
LENDINGCLUB CORPORATION
Notes to Condensed Consolidated Financial Statements
(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)
(Unaudited)
Total certificates of deposit at September 30, 2024 are scheduled to mature as follows:
2024
$
803,943
2025
1,588,306
2026
443,356
2027
17,724
2028
2,039
Thereafter
9,839
Total certificates of deposit
$
2,865,207
The following table presents the amount of certificates of deposit with denominations exceeding the Federal Deposit Insurance Corporation (FDIC) limit of $250 thousand, segregated by time remaining until maturity, as of September 30, 2024:
Three months or less
Over 3 months through 6 months
Over 6 months through 12 months
Over 12 months
Total
Certificates of deposit
$
102,110
$
36,946
$
135,647
$
45,972
$
320,675
13. Borrowings
Borrowing Capacity
The following table summarizes the Company’s available borrowing capacity and the related pledged collateral:
September 30, 2024
December 31, 2023
Available Borrowing Capacity
Pledged Collateral
Available Borrowing Capacity
Pledged Collateral
FRB Discount Window
$
2,942,472
$
3,482,695
$
2,816,501
$
3,507,541
FHLB of Des Moines
663,439
842,163
661,337
838,511
Total
$
3,605,911
$
4,324,858
$
3,477,838
$
4,346,052
Long-term Debt
As of September 30, 2024 and December 31, 2023, the Company had $2.7 million and $10.5 million, respectively, in debt outstanding related to the Retail Program. The Company does not assume principal or interest rate risk on loans that were funded through the Retail Program 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. As of December 31, 2020, LendingClub ceased offering and selling retail notes and certificates under the Retail Program. As such, the total balance will continue to decline as underlying borrower payments are made.
As of December 31, 2023, in addition to the above, the Company had debt outstanding of $8.9 million, consisting of advances from Paycheck Protection Program Liquidity Facility of $6.4 million (with pledged collateral of $6.4 million) and payable on Structured Program borrowings of $2.5 million (with pledged collateral of $3.9 million).
43
LENDINGCLUB CORPORATION
Notes to Condensed Consolidated Financial Statements
(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)
(Unaudited)
14. Other Liabilities
Other liabilities consist of the following:
September 30, 2024
December 31, 2023
Accounts payable and accrued expenses
$
68,429
$
54,619
Payable to investors (1)
32,577
36,823
Operating lease liabilities
29,441
37,869
Other
101,874
93,490
Total other liabilities
$
232,321
$
222,801
(1) Represents principal and interest on loans collected by the Company and pending disbursement to investors.
15. Employee Incentive Plans
The Company’s equity incentive plans provide for granting awards, including restricted stock units (RSUs), performance-based restricted stock units (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:
The following table summarizes the Company’s RSU activity:
Number of Units
Weighted- Average Grant Date Fair Value
Unvested at December 31, 2023
6,999,831
$
9.42
Granted
4,252,647
$
8.87
Vested
(3,390,746)
$
10.12
Forfeited/expired
(1,151,204)
$
9.12
Unvested at September 30, 2024
6,710,528
$
8.77
During the first nine months of 2024, the Company granted 4,252,647 RSUs with an aggregate fair value of $37.7 million.
44
LENDINGCLUB CORPORATION
Notes to Condensed Consolidated Financial Statements
(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)
(Unaudited)
As of September 30, 2024, there was $52.8 million of unrecognized compensation cost related to unvested RSUs, which is expected to be recognized over a weighted-average period of approximately 1.8 years, subject to any forfeitures.
Performance-based Restricted Stock Units
The Company’s outstanding PBRSU awards have a market-based metric and/or an operating-based metric, each with a three-year performance period, following which any earned portion is immediately vested. With respect to PBRSU awards with a market-based metric, the compensation expense of the award is fixed at the time of grant (incorporating the probability of achieving the market-based metric) and expensed over the performance period. With respect to PBRSU awards with an operating-based metric, the compensation expense of the award is set at the time of grant (assuming a target level of achievement), subsequently adjusted for actual performance during the performance period and expensed over the performance/vesting period.
The following table summarizes the Company’s PBRSU activity:
Number of Units
Weighted- Average Grant Date Fair Value
Unvested at December 31, 2023
1,469,813
$
12.60
Granted
462,060
$
8.59
Forfeited/expired
(719,664)
$
16.64
Unvested at September 30, 2024
1,212,209
$
8.68
During the first nine months of 2024, the Company granted 462,060 PBRSUs with an aggregate fair value of $4.0 million.
As of September 30, 2024, there was $4.6 million of unrecognized compensation cost related to unvested PBRSUs, which is expected to be recognized over a weighted-average period of approximately 1.3 years, subject to any forfeitures.
16. Income Taxes
For the third quarter and first nine months of 2024, the Company recorded an income tax expense of $3.6 million and $12.3 million, respectively, representing an effective tax rate of 19.7% and 22.9%, respectively. For the third quarter and first nine months of 2023, the Company recorded an income tax expense of $3.3 million and $12.1 million, respectively, representing an effective tax rate of 39.9% and 29.7%, respectively. The effective tax rate differs from the statutory rate due to the favorable impact of recurring items such as tax credits, the unfavorable impact of the non-deductible portions of executive compensation, and the net discrete impact of stock-based compensation. The decrease in effective tax rates for the 2024 periods compared to the same periods in 2023 is primarily due to the net discrete impact of stock-based compensation.
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 following table summarizes the Company’s net deferred tax assets:
September 30, 2024
December 31, 2023
Deferred tax assets, net of liabilities
$
175,051
$
197,519
Valuation allowance
(46,403)
(46,108)
Deferred tax assets, net of valuation allowance
$
128,648
$
151,411
17. 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 third quarter and first nine months of 2024, interest earned on Equipment Finance was $1.2 million and $4.3 million, respectively, and is included in “Interest and fees on loans and leases held for investment” on the Income Statement. For the third quarter and first nine months of 2023, interest earned on Equipment Finance was $2.0 million and $7.2 million, respectively.
The components of Equipment Finance assets are as follows:
September 30, 2024
December 31, 2023
Lease receivables
$
59,045
$
92,546
Unguaranteed residual asset values
22,116
28,913
Unearned income
(6,887)
(11,072)
Deferred fees
400
605
Total
$
74,674
$
110,992
Future minimum lease payments based on maturity of the Company’s lessor arrangements as of September 30, 2024 were as follows:
2024
$
8,717
2025
24,096
2026
14,555
2027
7,941
2028
4,030
Thereafter
1,539
Total lease payments
$
60,878
Discount effect
(1,833)
Present value of future minimum lease payments
$
59,045
Lessee Arrangements
The Company has various operating leases, including with respect to its headquarters in San Francisco, California, and office spaces in the Salt Lake City, Utah, and Boston, Massachusetts areas. As of September 30, 2024, the lease agreements have remaining lease terms ranging from approximately two years to five years. Some of the lease agreements include options to extend the lease term for up to an additional fifteen years. As of September 30, 2024,
46
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 pledged $0.4 million of cash and $1.1 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
September 30, 2024
December 31, 2023
Operating lease assets
Other assets
$
21,198
$
26,611
Operating lease liabilities
Other liabilities
$
29,441
$
37,869
Net lease costs were $2.7 million and $7.9 million during the third quarter and first nine months of 2024, respectively. Such costs are recorded within “Occupancy” expense on the Income Statement. Net lease costs were $3.1 million and $9.4 million during the third quarter and first nine months of 2023, respectively.
Supplemental cash flow information related to the Company’s operating leases was as follows:
Three Months Ended September 30,
Nine Months Ended September 30,
2024
2023
2024
2023
Non-cash operating activity:
Leased assets obtained or adjusted in exchange for new, amended, and modified operating lease liabilities (1)
$
—
$
—
$
—
$
(4,664)
(1) Amounts include noncash remeasurements of the operating lease ROU asset.
The Company’s future minimum undiscounted lease payments under operating leases as of September 30, 2024 were as follows:
Operating Lease Payments
2024
$
3,223
2025
13,129
2026
7,228
2027
4,265
2028
3,922
Thereafter
909
Total lease payments
$
32,676
Discount effect
(3,235)
Present value of future minimum lease payments
$
29,441
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
September 30, 2024
December 31, 2023
Weighted-average remaining lease term (in years)
3.13
3.72
Weighted-average discount rate
4.96
%
5.04
%
47
LENDINGCLUB CORPORATION
Notes to Condensed Consolidated Financial Statements
(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)
(Unaudited)
18. Commitments and Contingencies
Operating Lease Commitments
For discussion regarding the Company’s operating lease commitments, see “Note 17. 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 September 30, 2024 and December 31, 2023, the contractual amount of unfunded loan commitments was $105.3 million and $78.1 million, respectively. See “Note 5. Loans and Leases Held for Investment at Amortized Cost, 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 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 and/or law enforcement 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.
Regulatory Examinations and Actions Relating to the Company’s Business Practices, Licensing and Compliance with Applicable Laws
The Company is and has been subject to periodic inquiries, exams 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 operating in compliance with applicable laws, including the requirements of its licenses and the regulatory framework applicable to its business.
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.
48
LENDINGCLUB CORPORATION
Notes to Condensed Consolidated Financial Statements
(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)
(Unaudited)
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.
19. 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.
The minimum capital requirements under the Basel Committee on Banking Supervision standardized approach for U.S. banking organizations (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 Basel III capital framework.
The following table summarizes the Company’s and LC Bank’s regulatory capital amounts (in millions) and ratios:
September 30, 2024
December 31, 2023
Required Minimum plus Required CCB for
Non-Leverage Ratios
Amount
Ratio
Amount
Ratio
LendingClub Corporation:
CET1 capital (1)
$
1,157.2
15.9
%
$
1,090.2
17.9
%
7.0
%
Tier 1 capital
$
1,157.2
15.9
%
$
1,090.2
17.9
%
8.5
%
Total capital
$
1,249.8
17.1
%
$
1,169.2
19.2
%
10.5
%
Tier 1 leverage
$
1,157.2
11.3
%
$
1,090.2
12.9
%
4.0
%
Risk-weighted assets
$
7,289.3
N/A
$
6,104.5
N/A
N/A
Quarterly adjusted average assets
$
10,270.0
N/A
$
8,476.1
N/A
N/A
LendingClub Bank:
CET1 capital (1)
$
1,050.8
14.5
%
$
949.4
15.8
%
7.0
%
Tier 1 capital
$
1,050.8
14.5
%
$
949.4
15.8
%
8.5
%
Total capital
$
1,142.8
15.8
%
$
1,027.4
17.1
%
10.5
%
Tier 1 leverage
$
1,050.8
10.3
%
$
949.4
11.4
%
4.0
%
Risk-weighted assets
$
7,235.1
N/A
$
6,022.2
N/A
N/A
Quarterly adjusted average assets
$
10,195.1
N/A
$
8,337.4
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
49
LENDINGCLUB CORPORATION
Notes to Condensed Consolidated Financial Statements
(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)
(Unaudited)
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.
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 September 30, 2024 and December 31, 2023, 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 September 30, 2024 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. No dividends were declared by LC Bank during the first nine months of 2024 or during 2023.
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 allowance for credit losses 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.
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 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.
All of the Company’s revenue is generated in the United States. The Company has experienced reductions in marketplace investor demand in connection with increases in interest rates and volatility in the macro economy. However, no individual borrower or marketplace investor accounted for 10% or more of total net revenue during the third quarter and first nine months of 2024 and the third quarter of 2023. During the first nine months of 2023, one marketplace bank investor accounted for 12% of total net revenue. No other individual borrower or marketplace investor accounted for 10% or more of total net revenue for any of the periods presented.
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.
50
LENDINGCLUB CORPORATION
Notes to Condensed Consolidated Financial Statements
(Tabular Amounts in Thousands, Except Share and Per Share Amounts, Ratios, or as Noted)
(Unaudited)
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 on purchased servicing assets, and interest income and interest expense related to the Retail Program and Structured Program transactions entered into prior to the Acquisition.
Financial information for the segments is presented in the following tables:
LendingClub Bank
LendingClub Corporation (Parent only)
Intercompany Eliminations
Consolidated Total
Three Months Ended September 30,
Three Months Ended September 30,
Three Months Ended September 30,
Three Months Ended September 30,
2024
2023
2024
2023
2024
2023
2024
2023
Non-interest income:
Marketplace revenue
$
42,583
$
37,439
$
9,125
$
12,320
$
6,676
$
11,127
$
58,384
$
60,886
Other non-interest income
13,047
18,783
2,793
2,478
(12,584)
(18,303)
3,256
2,958
Total non-interest income
55,630
56,222
11,918
14,798
(5,908)
(7,176)
61,640
63,844
Interest income:
Interest income
239,880
203,961
497
3,451
—
—
240,377
207,412
Interest expense
(100,005)
(69,517)
(131)
(890)
—
—
(100,136)
(70,407)
Net interest income
139,875
134,444
366
2,561
—
—
140,241
137,005
Total net revenue
195,505
190,666
12,284
17,359
(5,908)
(7,176)
201,881
200,849
Provision for credit losses
(47,541)
(64,463)
—
(16)
—
—
(47,541)
(64,479)
Non-interest expense
(129,685)
(122,142)
(12,555)
(13,069)
5,908
7,176
(136,332)
(128,035)
Income (Loss) before income tax benefit (expense)
18,279
4,061
(271)
4,274
—
—
18,008
8,335
Income tax benefit (expense)
(3,657)
(2,380)
106
(947)
—
—
(3,551)
(3,327)
Net income (loss)
$
14,622
$
1,681
$
(165)
$
3,327
$
—
$
—
$
14,457
$
5,008
Capital expenditures
$
12,436
$
15,984
$
—
$
—
$
—
$
—
$
12,436
$
15,984
Depreciation and amortization
$
11,278
$
7,579
$
2,063
$
3,671
$
—
$
—
$
13,341
$
11,250
51
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
Nine Months Ended September 30,
Nine Months Ended September 30,
Nine Months Ended September 30,
Nine Months Ended September 30,
2024
2023
2024
2023
2024
2023
2024
2023
Non-interest income:
Marketplace revenue
$
120,631
$
172,133
$
29,899
$
33,200
$
20,098
$
33,970
$
170,628
$
239,303
Other non-interest income
39,129
59,687
6,642
7,462
(38,246)
(57,800)
7,525
9,349
Total non-interest income
159,760
231,820
36,541
40,662
(18,148)
(23,830)
178,153
248,652
Interest income:
Interest income
662,501
612,805
4,861
11,506
—
—
667,362
624,311
Interest expense
(275,016)
(189,959)
(689)
(3,991)
—
—
(275,705)
(193,950)
Net interest income
387,485
422,846
4,172
7,515
—
—
391,657
430,361
Total net revenue
547,245
654,666
40,713
48,177
(18,148)
(23,830)
569,810
679,013
Provision for credit losses
(115,029)
(201,658)
—
—
—
—
(115,029)
(201,658)
Non-interest expense
(383,038)
(413,088)
(35,933)
(47,164)
18,148
23,830
(400,823)
(436,422)
Income before income tax expense
49,178
39,920
4,780
1,013
—
—
53,958
40,933
Income tax expense
(11,214)
(12,065)
(1,134)
(84)
—
—
(12,348)
(12,149)
Net income
$
37,964
$
27,855
$
3,646
$
929
$
—
$
—
$
41,610
$
28,784
Capital expenditures
$
37,082
$
48,239
$
—
$
—
$
—
$
—
$
37,082
$
48,239
Depreciation and amortization
$
32,340
$
21,546
$
6,746
$
13,696
$
—
$
—
$
39,086
$
35,242
52
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
September 30, 2024
December 31, 2023
September 30, 2024
December 31, 2023
September 30, 2024
December 31, 2023
September 30, 2024
December 31, 2023
Assets
Total cash and cash equivalents
$
989,612
$
1,230,206
$
89,967
$
110,273
$
(62,649)
$
(87,975)
$
1,016,930
$
1,252,504
Restricted cash
—
—
43,432
46,628
(10,085)
(4,984)
33,347
41,644
Securities available for sale at fair value
3,311,418
1,617,309
—
2,953
—
—
3,311,418
1,620,262
Loans held for sale at fair value
849,967
407,773
—
—
—
—
849,967
407,773
Loans and leases held for investment, net
3,887,765
4,539,915
—
—
—
—
3,887,765
4,539,915
Loans held for investment at fair value (1)
1,281,219
253,800
6,276
18,878
—
—
1,287,495
272,678
Property, equipment and software, net
157,494
144,439
10,315
17,078
—
—
167,809
161,517
Investment in subsidiary
—
—
865,724
816,703
(865,724)
(816,703)
—
—
Goodwill
75,717
75,717
—
—
—
—
75,717
75,717
Other assets
295,059
341,680
136,780
131,135
(24,780)
(17,362)
407,059
455,453
Total assets
10,848,251
8,610,839
1,152,494
1,143,648
(963,238)
(927,024)
11,037,507
8,827,463
Liabilities and Equity
Total deposits
9,532,342
7,426,445
—
—
(72,734)
(92,959)
9,459,608
7,333,486
Borrowings (1)
—
6,398
2,683
12,956
—
—
2,683
19,354
Other liabilities
175,752
154,077
81,349
86,086
(24,780)
(17,362)
232,321
222,801
Total liabilities
9,708,094
7,586,920
84,032
99,042
(97,514)
(110,321)
9,694,612
7,575,641
Total equity
1,140,157
1,023,919
1,068,462
1,044,606
(865,724)
(816,703)
1,342,895
1,251,822
Total liabilities and equity
$
10,848,251
$
8,610,839
$
1,152,494
$
1,143,648
$
(963,238)
$
(927,024)
$
11,037,507
$
8,827,463
(1) Prior period amounts have been reclassified to conform to the current period presentation.
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)
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, 2023 (Annual Report) and, if applicable, 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 and we do not assume any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
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)
Overview
LendingClub operates a leading digital marketplace bank and is one of a small number of fintech companies with a national bank charter. We are building a new of kind of bank, one that aims to advantage our members with the information, tools, and guidance they need to achieve their own version of financial success. We do this by leveraging data and technology to increase access to credit, lower borrowing costs, and improve the return on savings – all through a smart, simple, and rewarding digital experience.
Executive Summary
The following results for the third quarter of 2024 reflect growth in originations and improved loan sales pricing. In addition, during the third quarter of 2024, we acquired a loan portfolio with a $1.3 billion outstanding principal balance which drove growth in total assets.
•Loan originations:Loan originations for the third quarter of 2024 increased $100.1 million, or 6%, sequentially and $404.8 million, or 27%, year over year. The increases were driven by an increase in unsecured personal loan origination volume combined with investor demand for Structured Certificates.
◦Loan originations held for investment (HFI) at amortized cost for the third quarter of 2024 increased $173.9 million, or 52%, sequentially and $183.3 million, or 56%, year over year.
◦Loan originations HFI at amortized cost as a percentage of loan originations was 27% and 19% for the third and second quarters of 2024, respectively, and 22% for the third quarter of 2023. 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 third quarter of 2024 increased $14.6 million, or 8%, sequentially and $1.0 million, or 1%, year over year.
◦Marketplace revenue: Marketplace revenue for the third quarter of 2024 increased $2.0 million, or 4%, sequentially and decreased $2.5 million, or 4%, year over year. The sequential increase was primarily due to improved loan sales prices. The year-over-year decrease was primarily due to a decrease in loan balances serviced for others, partially offset by improved loan sales prices. In addition, both the sequential and year-over-year changes reflect a $7.7 million servicing asset write-off related to the loan portfolio purchase during the third quarter of 2024.
◦Net interest income: Net interest income for the third quarter of 2024 increased $11.7 million, or 9%, sequentially and $3.2 million, or 2%, year over year. The increases were primarily due to growth in total interest-earning assets driven by the $1.3 billion loan portfolio purchase during the third quarter of 2024, partially offset by an increase in interest expense associated with growth in interest-bearing deposits.
◦Net interest margin: Net interest margin for the third quarter of 2024 was 5.63%, decreasing from 5.75% in the second quarter of 2024 and from 6.91% in the third quarter of 2023.
•Provision for credit losses: Provision for credit losses for the third quarter of 2024 increased $12.0 million, or 34%, sequentially and decreased $16.9 million, or 26%, year over year. The sequential increase was primarily driven by an increase in initial provision from a higher volume of originated loans retained as HFI at amortized cost, partially offset by the impact of a $5.3 million provision in our Commercial Real Estate (CRE) portfolio due to one office loan, which was recognized in the second quarter of 2024. Excluding this one office loan, the CRE office loan portfolio balance was under $35 million as of September 30, 2024. The majority of office loans were originated prior to the Acquisition. The year-over-year decrease was primarily driven by a higher quantitative and qualitative allowance in the third quarter of 2023 due to an increase in expected losses and a less favorable economic outlook, partially offset by an increase in the initial provision for credit losses from a higher volume of originated loans retained as HFI at amortized cost.
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)
•Total non-interest expense: Total non-interest expense for the third quarter of 2024 increased $4.1 million, or 3%, sequentially and $8.3 million, or 6%, year over year. The year-over-year increase was primarily due to an increase in marketing expense based on higher origination volume of marketplace loans and an increase in depreciation and amortization expense, partially offset by a decrease in compensation and benefits expense due to the workforce reduction plans we implemented in 2023.
•Net income: Net income for the third quarter of 2024 decreased $0.4 million, or 3%, sequentially and increased $9.4 million, or 189%, year over year.
•Diluted earnings per share (EPS): Diluted EPS was $0.13 for both the third and second quarters of 2024 and $0.05 for the third quarter of 2023.
•Pre-provision net revenue (PPNR): Pre-provision net revenue for the third quarter of 2024 increased $10.6 million, or 19%, sequentially and decreased $7.3 million, or 10%, year over year. The sequential increase was driven by an increase in total net revenue, partially offset by an increase in non-interest expense. The year-over-year decrease was driven by an increase in non-interest expense.
•Total assets:Total assets as of September 30, 2024 increased $1.5 billion, or 15%, sequentially and $2.6 billion, or 30%, year over year. The increases primarily reflect growth in loans held for investment at fair value, including the acquisition of a loan portfolio during the third quarter of 2024 with a $1.3 billion outstanding principal balance, securities related to our Structured Certificates program, and loans held for sale (HFS) related to our extended seasoning program.
•Deposits: Total deposits as of September 30, 2024 increased $1.4 billion, or 17%, sequentially, and $2.5 billion, or 35%, year over year. The increases primarily reflect growth in high-yield savings and certificates of deposit. Federal Deposit Insurance Corporation (FDIC)-insured deposits represent approximately 88% of total deposits as of September 30, 2024.
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.”
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)
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:
As of and for the Three Months Ended
As of and for the Nine Months Ended September 30,
September 30, 2024
June 30, 2024
September 30, 2023
2024
2023
Non-interest income
$
61,640
$
58,713
$
63,844
$
178,153
$
248,652
Net interest income
140,241
128,528
137,005
391,657
430,361
Total net revenue
201,881
187,241
200,849
569,810
679,013
Non-interest expense
136,332
132,258
128,035
400,823
436,422
Pre-provision net revenue (1)
65,549
54,983
72,814
168,987
242,591
Provision for credit losses
47,541
35,561
64,479
115,029
201,658
Income before income tax expense
18,008
19,422
8,335
53,958
40,933
Income tax expense
(3,551)
(4,519)
(3,327)
(12,348)
(12,149)
Net income
14,457
14,903
5,008
41,610
28,784
Basic EPS
$
0.13
$
0.13
$
0.05
$
0.37
$
0.27
Diluted EPS
$
0.13
$
0.13
$
0.05
$
0.37
$
0.27
LendingClub Corporation Performance Metrics:
Net interest margin
5.63
%
5.75
%
6.91
%
5.70
%
7.17
%
Efficiency ratio (2)
67.5
%
70.6
%
63.7
%
70.3
%
64.3
%
Return on average equity (ROE)
4.4
%
4.7
%
1.7
%
4.3
%
3.2
%
Return on average total assets (ROA)
0.6
%
0.6
%
0.2
%
0.6
%
0.5
%
Marketing as a % of loan originations
1.37
%
1.47
%
1.30
%
1.43
%
1.21
%
LendingClub Corporation Capital Metrics:
Common equity tier 1 capital ratio
15.9
%
17.9
%
16.9
%
Tier 1 leverage ratio
11.3
%
12.1
%
13.2
%
Book value per common share
$
11.95
$
11.52
$
11.02
Tangible book value per common share (1)
$
11.19
$
10.75
$
10.21
Loan Originations (in millions) (3):
Marketplace loans
$
1,403
$
1,477
$
1,182
$
4,242
$
3,821
Loan originations held for investment
510
336
326
1,131
1,986
Total loan originations
$
1,913
$
1,813
$
1,508
$
5,372
$
5,806
Loan originations held for investment as % of total loan originations
27
%
19
%
22
%
21
%
34
%
Servicing portfolio AUM (in millions) (4):
Total servicing portfolio
$
12,674
$
12,999
$
14,818
Loans serviced for others
$
7,028
$
8,337
$
9,601
(1) Represents a non-GAAP financial measure. See “Non-GAAP Financial Measures” for additional information.
(2) Calculated as the ratio of non-interest expense to total net revenue.
(3) Includes unsecured personal loans and auto loans only.
(4) 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.
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)
As of and for the Three Months Ended
September 30, 2024
June 30, 2024
September 30, 2023
Balance Sheet Data:
Securities available for sale
$
3,311,418
$
2,814,383
$
795,669
Loans held for sale at fair value
$
849,967
$
791,059
$
362,789
Loans and leases held for investment at amortized cost
$
4,108,329
$
4,228,391
$
5,237,277
Gross allowance for loan and lease losses (1)
$
(274,538)
$
(285,368)
$
(388,156)
Recovery asset value (2)
$
53,974
$
56,459
$
37,661
Allowance for loan and lease losses
$
(220,564)
$
(228,909)
$
(350,495)
Loans and leases held for investment at amortized cost, net
$
3,887,765
$
3,999,482
$
4,886,782
Loans held for investment at fair value (3)(4)
$
1,287,495
$
339,222
$
344,417
Total loans and leases held for investment (3)(4)
$
5,175,260
$
4,338,704
$
5,231,199
Total assets
$
11,037,507
$
9,586,050
$
8,472,351
Total deposits
$
9,459,608
$
8,095,328
$
7,000,263
Total liabilities
$
9,694,612
$
8,298,105
$
7,264,132
Total equity
$
1,342,895
$
1,287,945
$
1,208,219
Allowance Ratios (5):
ALLL to total loans and leases held for investment at amortized cost
5.4
%
5.4
%
6.7
%
ALLL to commercial loans and leases held for investment at amortized cost
3.1
%
2.7
%
2.0
%
ALLL to consumer loans and leases held for investment at amortized cost
5.8
%
5.9
%
7.4
%
Gross ALLL to consumer loans and leases held for investment at amortized cost
7.3
%
7.5
%
8.2
%
Net charge-offs
$
55,805
$
66,818
$
68,795
Net charge-off ratio (6)
5.4
%
6.2
%
5.1
%
(1) Represents the allowance for future estimated net charge-offs on existing portfolio balances.
(2) Represents the negative allowance for expected recoveries of amounts previously charged-off.
(3) Prior period amounts have been reclassified to conform to the current period presentation.
(4) The balance at September 30, 2024 includes a loan portfolio acquired during the third quarter of 2024 with a $1.3 billion outstanding principal balance.
(5) Calculated as ALLL or gross ALLL, where applicable, to the corresponding portfolio segment balance of loans and leases held for investment at amortized cost.
(6) Calculated as annualized net charge-offs divided by average outstanding loans and leases HFI at amortized cost, net, during the period.
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)
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 (%)
September 30, 2024
June 30, 2024
September 30, 2023
Q3 2024
vs
Q2 2024
Q3 2024
vs
Q3 2023
Non-interest income:
Marketplace revenue
$
58,384
$
56,353
$
60,886
4
%
(4)
%
Other non-interest income
3,256
2,360
2,958
38
%
10
%
Total non-interest income
61,640
58,713
63,844
5
%
(3)
%
Interest income:
Interest on loans held for sale
30,326
26,721
9,582
13
%
216
%
Interest and fees on loans and leases held for investment
118,788
124,819
158,960
(5)
%
(25)
%
Interest on loans held for investment at fair value (1)
26,345
12,047
12,605
119
%
109
%
Interest on securities available for sale
52,476
42,879
9,467
22
%
454
%
Other interest income
12,442
13,168
16,798
(6)
%
(26)
%
Total interest income
240,377
219,634
207,412
9
%
16
%
Interest expense:
Interest on deposits
96,863
90,193
69,509
7
%
39
%
Other interest expense (1)
3,273
913
898
258
%
264
%
Total interest expense
100,136
91,106
70,407
10
%
42
%
Net interest income
140,241
128,528
137,005
9
%
2
%
Total net revenue
201,881
187,241
200,849
8
%
1
%
Provision for credit losses
47,541
35,561
64,479
34
%
(26)
%
Non-interest expense:
Compensation and benefits
57,408
56,540
58,497
2
%
(2)
%
Marketing
26,186
26,665
19,555
(2)
%
34
%
Equipment and software
12,789
12,360
12,631
3
%
1
%
Depreciation and amortization
13,341
13,072
11,250
2
%
19
%
Professional services
8,014
7,804
8,414
3
%
(5)
%
Occupancy
4,005
3,941
4,612
2
%
(13)
%
Other non-interest expense
14,589
11,876
13,076
23
%
12
%
Total non-interest expense
136,332
132,258
128,035
3
%
6
%
Income before income tax expense
18,008
19,422
8,335
(7)
%
116
%
Income tax expense
(3,551)
(4,519)
(3,327)
(21)
%
7
%
Net income
$
14,457
$
14,903
$
5,008
(3)
%
189
%
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)
Nine Months Ended September 30,
2024
2023
Change (%)
Non-interest income:
Marketplace revenue
$
170,628
$
239,303
(29)
%
Other non-interest income
7,525
9,349
(20)
%
Total non-interest income
178,153
248,652
(28)
%
Interest income:
Interest on loans held for sale
71,746
19,772
263
%
Interest and fees on loans and leases held for investment
376,000
471,512
(20)
%
Interest on loans held for investment at fair value (1)
46,801
64,066
(27)
%
Interest on securities available for sale
130,702
19,315
577
%
Other
42,113
49,646
(15)
%
Total interest income
667,362
624,311
7
%
Interest expense:
Interest on deposits
271,019
189,303
43
%
Other interest expense (1)
4,686
4,647
1
%
Total interest expense
275,705
193,950
42
%
Net interest income
391,657
430,361
(9)
%
Total net revenue
569,810
679,013
(16)
%
Provision for credit losses
115,029
201,658
(43)
%
Non-interest expense:
Compensation and benefits
173,502
203,357
(15)
%
Marketing
76,987
70,375
9
%
Equipment and software
37,833
40,295
(6)
%
Depreciation and amortization
39,086
35,242
11
%
Professional services
22,909
27,446
(17)
%
Occupancy
11,807
13,606
(13)
%
Other non-interest expense
38,699
46,101
(16)
%
Total non-interest expense
400,823
436,422
(8)
%
Income before income tax expense
53,958
40,933
32
%
Income tax expense
(12,348)
(12,149)
2
%
Net income
$
41,610
$
28,784
45
%
(1) Prior period amounts have been reclassified to conform to the current period presentation.
The analysis below is presented for the following periods: Third quarter of 2024 compared to the second quarter of 2024 (sequential), third quarter of 2024 compared to the third quarter of 2023 (year over year) and the first nine months of 2024 compared to the first nine months of 2023 (nine months over nine months).
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)
Marketplace Revenue
Marketplace revenue consists of the following:
Three Months Ended
Change (%)
September 30, 2024
June 30, 2024
September 30, 2023
Q3 2024
vs
Q2 2024
Q3 2024
vs
Q3 2023
Origination fees
$
71,465
$
77,131
$
60,912
(7)
%
17
%
Servicing fees
8,081
19,869
32,768
(59)
%
(75)
%
Gain on sales of loans
12,433
10,748
8,572
16
%
45
%
Net fair value adjustments
(33,595)
(51,395)
(41,366)
(35)
%
(19)
%
Total marketplace revenue
$
58,384
$
56,353
$
60,886
4
%
(4)
%
Nine Months Ended September 30,
2024
2023
Change (%)
Origination fees
$
218,675
$
202,444
8
%
Servicing fees
47,542
81,163
(41)
%
Gain on sales of loans
34,090
35,918
(5)
%
Net fair value adjustments
(129,679)
(80,222)
62
%
Total marketplace revenue
$
170,628
$
239,303
(29)
%
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 the sales of the loans, and servicing asset gains on the sales of the loans, are reported as separate components within “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 HFS.
The following tables present loan origination volume during each of the periods set forth below:
Three Months Ended
Change (%)
September 30, 2024
June 30, 2024
September 30, 2023
Q3 2024
vs
Q2 2024
Q3 2024
vs
Q3 2023
Marketplace loans
$
1,403,330
$
1,477,116
$
1,181,858
(5)
%
19
%
Loan originations held for investment
509,569
335,646
326,290
52
%
56
%
Total loan originations (1)
$
1,912,899
$
1,812,762
$
1,508,148
6
%
27
%
Nine Months Ended September 30,
2024
2023
Change (%)
Marketplace loans
$
4,241,623
$
3,820,640
11
%
Loan originations held for investment
1,130,537
1,985,659
(43)
%
Total loan originations (1)
$
5,372,160
$
5,806,299
(7)
%
(1) Includes unsecured personal loans and auto loans only.
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)
Sequential: Origination fees were $71.5 million and $77.1 million for the third and second quarters of 2024, respectively, a decrease of 7%.
Year Over Year: Origination fees were $71.5 million and $60.9 million for the third quarters of 2024 and 2023, respectively, an increase of 17%.
Nine Months Over Nine Months: Origination fees were $218.7 million and $202.4 million for the first nine months of 2024 and 2023, respectively, an increase of 8%.
The changes in origination fees were primarily driven by the increase or decrease in the origination volume of marketplace loans.
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 periods presented. Loans sold and subsequently serviced on behalf of the investor represent a key driver of our servicing fee revenue.
As of the period ended
Change (%)
September 30, 2024
June 30, 2024
September 30, 2023
Q3 2024
vs
Q2 2024
Q3 2024
vs
Q3 2023
AUM(in millions):
Loans sold
$
7,033
$
8,345
$
9,629
(16)
%
(27)
%
Loans held by LendingClub Bank
5,641
4,654
5,189
21
%
9
%
Total
$
12,674
$
12,999
$
14,818
(3)
%
(14)
%
In addition to the loans serviced on our marketplace platform, we serviced $106.5 million, $111.6 million and $138.8 million in outstanding principal balance of commercial loans sold as of September 30, 2024, June 30, 2024 and September 30, 2023, respectively.
Sequential: Servicing fees were $8.1 million and $19.9 million for the third and second quarters of 2024, respectively, a decrease of 59%.
Year Over Year: Servicing fees were $8.1 million and $32.8 million for the third quarters of 2024 and 2023, respectively, a decrease of 75%.
Nine Months Over Nine Months: Servicing fees were $47.5 million and $81.2 million for the first nine months of 2024 and 2023, respectively, a decrease of 41%.
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)
The decreases in servicing fees were primarily due to a decrease in loan balances serviced for others as well as a $7.7 million servicing asset write-off related to the loan portfolio purchase during the third quarter of 2024. In addition, the year over year and nine months over nine months decreases were also driven by a one-time benefit related to recouping volume-based purchase incentives during the third quarter of 2023 as well as an increase in the fair value of the servicing asset based on higher expected servicing fee revenue in 2023.
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 at the time of sale. Additionally, we recognize transaction costs, if any, as a loss on sale of loans.
The following tables present the unpaid principal balance of the volume of marketplace loans sold, which is a key driver of our gain on sales revenue, during each of the periods set forth below:
Three Months Ended
Change (%)
September 30, 2024
June 30, 2024
September 30, 2023
Q3 2024
vs
Q2 2024
Q3 2024
vs
Q3 2023
Marketplace loans sold (1)
$
1,195,128
$
1,078,287
$
964,285
11
%
24
%
Nine Months Ended September 30,
2024
2023
Change (%)
Marketplace loans sold (1)
$
3,371,859
$
3,478,666
(3)
%
(1) Includes unsecured personal loans and auto loans only.
Sequential: Gain on sales of loans was $12.4 million and $10.7 million for the third and second quarters of 2024, respectively, an increase of 16%.
Year Over Year: Gain on sales of loans was $12.4 million and $8.6 million for the third quarters of 2024 and 2023, respectively, an increase of 45%.
Nine Months Over Nine Months: Gain on sales of loans was $34.1 million and $35.9 million for the first nine months of 2024 and 2023, respectively, a decrease of 5%.
The changes in the gain on sales of loans were primarily driven by the increase or decrease in the volume of marketplace loans sold.
Net Fair Value Adjustments
We record fair value adjustments on loans that are recorded at fair value, which include gains or losses from sale prices in excess of or less than the loan principal amount sold and realized net charge-offs. In addition, as loans are held on the Balance Sheet, incremental fair value loss adjustments on the loans are recorded in “Net fair value adjustments” within “Marketplace revenue,” whereas the associated interest income, based on the loans’ contractual interest rate, is recorded within “Net interest income.”
Sequential: Net fair value adjustments were $(33.6) million and $(51.4) million for the third and second quarters of 2024, respectively, a decreased loss of $17.8 million.
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)
Year Over Year: Net fair value adjustments were $(33.6) million and $(41.4) million for the third quarters of 2024 and 2023, respectively, a decreased loss of $7.8 million.
Nine Months Over Nine Months: Net fair value adjustments were $(129.7) million and $(80.2) million for the first nine months of 2024 and 2023, respectively, an increased loss of $49.5 million.
The changes in net fair value adjustments were primarily driven by the increase or decrease in the origination volume of marketplace loans. In addition, the decreased losses sequentially and year over year were attributable to higher loan sales prices, resulting from lower interest rates and increased investor demand.
Net fair value adjustments primarily consist of fair value adjustments on our loans HFS portfolio. See “Notes to Condensed Consolidated Financial Statements – Note 7. Fair Value Measurements”for additional information related to the significant unobservable inputs used in the fair value measurement of loans HFS and activity within the loans HFS portfolio.
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)
Net Interest Income
The table below presents net interest income information corresponding to interest-earning assets and interest-bearing funding sources. The average yield/rate is calculated by dividing the annualized period-end interest income/expense by the average balance.
Three Months Ended
September 30, 2024
Three Months Ended
June 30, 2024
Three Months Ended
September 30, 2023
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 (1)
Cash, cash equivalents, restricted cash and other
$
939,611
$
12,442
5.30
%
$
976,330
$
13,168
5.40
%
$
1,249,087
$
16,798
5.38
%
Securities available for sale at fair value
3,047,305
52,476
6.89
%
2,406,767
42,879
7.13
%
601,512
9,467
6.30
%
Loans held for sale at fair value
899,434
30,326
13.49
%
838,143
26,721
12.75
%
286,111
9,582
13.40
%
Loans and leases held for investment at amortized cost:
Unsecured personal loans
3,045,150
103,291
13.57
%
3,243,161
108,425
13.37
%
4,257,360
142,118
13.35
%
Commercial and other consumer loans (2)
1,057,688
15,497
5.86
%
1,097,846
16,394
5.97
%
1,147,130
16,842
5.87
%
Loans and leases held for investment at amortized cost
4,102,838
118,788
11.58
%
4,341,007
124,819
11.50
%
5,404,490
158,960
11.76
%
Loans held for investment at fair value (2)
972,698
26,345
10.83
%
383,872
12,047
12.55
%
385,148
12,605
13.09
%
Total loans and leases held for investment (2)
5,075,536
145,133
11.44
%
4,724,879
136,866
11.59
%
5,789,638
171,565
11.85
%
Total interest-earning assets
9,961,886
240,377
9.65
%
8,946,119
219,634
9.82
%
7,926,348
207,412
10.47
%
Cash and due from banks and restricted cash
41,147
55,906
69,442
Allowance for loan and lease losses
(225,968)
(245,478)
(354,263)
Other non-interest earning assets
624,198
632,253
691,641
Total assets
$
10,401,263
$
9,388,800
$
8,333,168
Interest-bearing liabilities
Interest-bearing deposits:
Checking and money market accounts
$
1,092,376
$
10,146
3.70
%
$
1,097,696
$
10,084
3.69
%
$
1,271,720
$
9,541
2.98
%
Savings accounts and certificates of deposit
6,944,586
86,717
4.97
%
6,449,061
80,109
5.00
%
5,357,717
59,968
4.44
%
Interest-bearing deposits
8,036,962
96,863
4.79
%
7,546,757
90,193
4.81
%
6,629,437
69,509
4.16
%
Other interest-bearing liabilities (2)
486,736
3,273
2.69
%
56,628
913
6.45
%
35,878
898
10.03
%
Total interest-bearing liabilities
8,523,698
100,136
4.67
%
7,603,385
91,106
4.82
%
6,665,315
70,407
4.19
%
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)
Three Months Ended
September 30, 2024
Three Months Ended
June 30, 2024
Three Months Ended
September 30, 2023
Average Balance
Interest Income/ Expense
Average Yield/ Rate
Average Balance
Interest Income/ Expense
Average Yield/ Rate
Average Balance
Interest Income/ Expense
Average Yield/ Rate
Noninterest-bearing deposits
344,577
303,199
183,728
Other liabilities
225,467
215,608
271,118
Total liabilities
$
9,093,742
$
8,122,192
$
7,120,161
Total equity
$
1,307,521
$
1,266,608
$
1,213,007
Total liabilities and equity
$
10,401,263
$
9,388,800
$
8,333,168
Interest rate spread
4.98
%
5.00
%
6.28
%
Net interest income and net interest margin
$
140,241
5.63
%
$
128,528
5.75
%
$
137,005
6.91
%
(1) Nonaccrual loans and any related income are included in their respective loan categories.
(2) Prior period amounts have been reclassified to conform to the current period presentation.
An analysis of the sequential and year-over-year changes in the categories of interest revenue and interest expense resulting from changes in volume and rate is as follows:
Three Months Ended September 30, 2024
Compared to
Three Months Ended June 30, 2024
Increase (Decrease) Due to Change in:
Average Volume(1)
Average
Yield/Rate(1)
Total
Interest-earning assets
Cash, cash equivalents, restricted cash and other
$
(486)
$
(240)
$
(726)
Securities available for sale at fair value
11,074
(1,477)
9,597
Loans held for sale at fair value
2,016
1,589
3,605
Loans and leases held for investment at amortized cost
(6,892)
861
(6,031)
Loans held for investment at fair value
16,155
(1,857)
14,298
Total increase (decrease) in interest income on interest-earning assets
$
21,867
$
(1,124)
$
20,743
Interest-bearing liabilities
Checking and money market accounts
$
59
$
3
$
62
Savings accounts and certificates of deposit
7,005
(397)
6,608
Interest-bearing deposits
7,064
(394)
6,670
Other interest-bearing liabilities
3,182
(822)
2,360
Total increase (decrease) in interest expense on interest-bearing liabilities
$
10,246
$
(1,216)
$
9,030
Increase in net interest income
$
11,621
$
92
$
11,713
(1) Volume and rate changes have been allocated on a consistent basis using the respective percentage changes in average balances and average rates.
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)
Three Months Ended September 30, 2024
Compared to
Three Months Ended September 30, 2023
Increase (Decrease) Due to Change in:
Average Volume(1)
Average
Yield/Rate(1)
Total
Interest-earning assets
Cash, cash equivalents, restricted cash and other
$
(4,100)
$
(256)
$
(4,356)
Securities available for sale at fair value
42,036
973
43,009
Loans held for sale at fair value
20,679
65
20,744
Loans and leases held for investment at amortized cost
(37,724)
(2,448)
(40,172)
Loans held for investment at fair value (2)
16,250
(2,510)
13,740
Total increase (decrease) in interest income on interest-earning assets
$
37,141
$
(4,176)
$
32,965
Interest-bearing liabilities
Checking and money market accounts
$
(1,462)
$
2,067
$
605
Savings accounts and certificates of deposit
19,097
7,652
26,749
Interest-bearing deposits
17,635
9,719
27,354
Other interest-bearing liabilities (2)
3,488
(1,113)
2,375
Total increase in interest expense on interest-bearing liabilities
$
21,123
$
8,606
$
29,729
Increase (decrease) in net interest income
$
16,018
$
(12,782)
$
3,236
(1) Volume and rate changes have been allocated on a consistent basis using the respective percentage changes in average balances and average rates.
(2) Prior period amounts have been reclassified to conform to the current period presentation.
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)
Nine Months Ended September 30, 2024
Nine Months Ended September 30, 2023
Average Balance
Interest Income/ Expense
Average Yield/ Rate
Average Balance
Interest Income/ Expense
Average Yield/ Rate
Interest-earning assets (1)
Cash, cash equivalents, restricted cash and other
$
1,044,063
$
42,113
5.38
%
$
1,327,592
$
49,646
4.99
%
Securities available for sale at fair value
2,477,631
130,702
7.03
%
468,189
19,315
5.50
%
Loans held for sale at fair value
735,551
71,746
13.01
%
168,495
19,772
15.65
%
Loans and leases held for investment at amortized cost:
Unsecured personal loans
3,267,988
327,771
13.37
%
4,228,891
421,066
13.28
%
Commercial and other consumer loans (2)
1,090,368
48,229
5.90
%
1,159,691
50,446
5.80
%
Loans and leases held for investment at amortized cost
4,358,356
376,000
11.50
%
5,388,582
471,512
11.67
%
Loans held for investment at fair value (2)
539,223
46,801
11.57
%
655,415
64,066
13.03
%
Total loans and leases held for investment (2)
4,897,579
422,801
11.51
%
6,043,997
535,578
11.82
%
Total interest-earning assets
9,154,824
667,362
9.72
%
8,008,273
624,311
10.39
%
Cash and due from banks and restricted cash
51,792
73,171
Allowance for loan and lease losses
(254,102)
(349,049)
Other non-interest earning assets
629,288
681,841
Total assets
$
9,581,802
$
8,414,236
Interest-bearing liabilities
Interest-bearing deposits:
Checking and money market accounts
$
1,081,601
$
29,641
3.66
%
$
1,432,912
$
24,869
2.32
%
Savings accounts and certificates of deposit
6,489,530
241,378
4.97
%
5,219,587
164,434
4.21
%
Interest-bearing deposits
7,571,131
271,019
4.78
%
6,652,499
189,303
3.80
%
Other interest-bearing liabilities (2)
191,061
4,686
3.28
%
84,265
4,647
7.37
%
Total interest-bearing liabilities
7,762,192
275,705
4.74
%
6,736,764
193,950
3.85
%
Noninterest-bearing deposits
321,819
210,264
Other liabilities
220,558
269,068
Total liabilities
$
8,304,569
$
7,216,096
Total equity
$
1,277,233
$
1,198,140
Total liabilities and equity
$
9,581,802
$
8,414,236
Interest rate spread
4.98
%
6.55
%
Net interest income and net interest margin
$
391,657
5.70
%
$
430,361
7.17
%
(1) Nonaccrual loans and any related income are included in their respective loan categories.
(2) Prior period amounts have been reclassified to conform to the current period presentation.
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)
An analysis of the nine months over nine months changes in the categories of interest revenue and interest expense resulting from changes in volume and rate is as follows:
Nine Months Ended September 30, 2024
Compared to
Nine Months Ended September 30, 2023
Increase (Decrease) Due to Change in:
Average Volume(1)
Average
Yield/Rate(1)
Total
Interest-earning assets
Cash, cash equivalents, restricted cash and other
$
(11,211)
$
3,678
$
(7,533)
Securities available for sale at fair value
104,595
6,792
111,387
Loans held for sale at fair value
55,848
(3,874)
51,974
Loans and leases held for investment at amortized cost
(88,966)
(6,546)
(95,512)
Loans held for investment at fair value (2)
(10,578)
(6,687)
(17,265)
Total increase (decrease) in interest income on interest-earning assets
$
49,688
$
(6,637)
$
43,051
Interest-bearing liabilities
Checking and money market accounts
$
(7,162)
$
11,934
$
4,772
Savings accounts and certificates of deposit
44,268
32,676
76,944
Interest-bearing deposits
37,106
44,610
81,716
Other interest-bearing liabilities (2)
3,628
(3,589)
39
Total increase in interest expense on interest-bearing liabilities
$
40,734
$
41,021
$
81,755
Increase (decrease) in net interest income
$
8,954
$
(47,658)
$
(38,704)
(1) Volume and rate changes have been allocated on a consistent basis using the respective percentage changes in average balances and average rates.
(2) Prior period amounts have been reclassified to conform to the current period presentation.
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)
Provision for Credit Losses
The allowance for loan and lease losses (ALLL) for lifetime expected losses under CECL on HFI loans and leases at amortized cost 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 NPV of expected cash flows. The effective interest rates are calculated based on the periodic interest income received from the loan’s contractual cash flows and the net investment in the loan, which includes deferred origination fees and costs, to provide a constant rate of return over the loan term. The NPV from the DCF approach is then compared to the amortized cost basis of the loans and leases to derive expected credit losses. Under the DCF approach, the provision for credit losses in subsequent periods includes a credit loss expense related to the discounting effect due to the passage of time after the initial recognition of ALLL on originated HFI loans at amortized cost.
The provision for credit losses includes the credit loss expense for HFI loans and leases at amortized cost, 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, as well as the loan originations held for investment in each period, which is a key driver for credit loss expense:
Three Months Ended
Nine Months Ended September 30,
September 30, 2024
June 30, 2024
September 30, 2023
2024
2023
Credit loss expense for loans and leases held for investment
$
47,460
$
36,577
$
64,127
$
113,283
$
201,167
Credit loss expense (benefit) for securities available for sale
180
(809)
—
2,263
—
Credit loss expense (benefit) for unfunded lending commitments
(99)
(207)
352
(517)
491
Total provision for credit losses
$
47,541
$
35,561
$
64,479
$
115,029
$
201,658
Loan originations held for investment
$
509,569
$
335,646
$
326,290
$
1,130,537
$
1,985,659
Sequential: The provision for credit losses was $47.5 million and $35.6 million for the third and second quarters of 2024, respectively, an increase of 34%. The increase was primarily driven by an increase in initial provision from a higher volume of originated loans retained as HFI at amortized cost, partially offset by the impact of a $5.3 million provision in our Commercial Real Estate (CRE) portfolio due to one office loan, which was recognized in the second quarter of 2024. Excluding this one office loan, the CRE office loan portfolio balance was under $35 million as of September 30, 2024. The majority of office loans were originated prior to the Acquisition.
Year Over Year: The provision for credit losses was $47.5 million and $64.5 million for the third quarters of 2024 and 2023, respectively, a decrease of 26%. The decrease was primarily driven by a higher quantitative and qualitative allowance in the third quarter of 2023 due to an increase in expected losses and a less favorable economic outlook, partially offset by an increase in the initial provision for credit losses from a higher volume of originated loans retained as HFI at amortized cost.
Nine Months Over Nine Months: The provision for credit losses was $115.0 million and $201.7 million for the first nine months of 2024 and 2023, respectively, a decrease of 43%. The decrease was primarily driven by a decrease in the initial provision for credit losses from a lower volume of originated loans retained as HFI at amortized cost.
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)
Allowance for Credit Losses
The activity in the allowance for credit losses (ACL) was as follows:
Three Months Ended
Nine Months Ended September 30,
September 30, 2024
June 30, 2024
September 30, 2023
2024
2023
Allowance for loan and lease losses, beginning of period
$
228,909
$
259,150
$
355,163
$
310,387
$
327,852
Credit loss expense for loans and leases held for investment
47,460
36,577
64,127
113,283
201,167
Charge-offs
(69,109)
(78,088)
(74,178)
(237,539)
(191,010)
Recoveries
13,304
11,270
5,383
34,433
12,486
Allowance for loan and lease losses, end of period
$
220,564
$
228,909
$
350,495
$
220,564
$
350,495
Allowance for securities available for sale, beginning of period
$
2,083
$
2,892
$
—
$
—
$
—
Credit loss expense (benefit) for securities available for sale
180
(809)
—
2,263
—
Allowance for securities available for sale, end of period
$
2,263
$
2,083
$
—
$
2,263
$
—
Reserve for unfunded lending commitments, beginning of period
$
1,455
$
1,662
$
2,017
$
1,873
$
1,878
Credit loss expense (benefit) for unfunded lending commitments
(99)
(207)
352
(517)
491
Reserve for unfunded lending commitments, end of period (1)
$
1,356
$
1,455
$
2,369
$
1,356
$
2,369
(1) Relates to $105.3 million, $91.5 million and $89.5 million of unfunded commitments as of September 30, 2024, June 30, 2024 and September 30, 2023, respectively. As of September 30, 2024, $11.4 million of the $105.3 million of unfunded commitments is unconditionally cancellable and therefore has no associated reserve.
The following table presents the components of the allowance for loan and lease losses:
September 30, 2024
June 30, 2024
September 30, 2023
Gross allowance for loan and lease losses (1)
$
274,538
$
285,368
$
388,156
Recovery asset value (2)
(53,974)
(56,459)
(37,661)
Allowance for loan and lease losses
$
220,564
$
228,909
$
350,495
(1) Represents the allowance for future estimated net charge-offs on existing portfolio balances.
(2) Represents a negative allowance for expected recoveries of amounts previously charged-off.
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)
September 30, 2024
June 30, 2024
September 30, 2023
Total loans and leases held for investment
$
4,108,329
$
4,228,391
$
5,237,277
Allowance for loan and lease losses
$
220,564
$
228,909
$
350,495
Allowance ratio (1)
5.4
%
5.4
%
6.7
%
Gross allowance for loan and lease losses
$
274,538
$
285,368
$
388,156
Gross allowance ratio (1)
6.7
%
6.7
%
7.4
%
(1) Calculated as ALLL or gross ALLL, where applicable, to total loans and leases held for investment at amortized cost.
Net Charge-Offs
The following table presents information regarding average loan and lease balances, net charge-offs and the annualized ratio of net charge-offs to average outstanding loans and leases HFI at amortized cost, net, during the period:
Three Months Ended
Nine Months Ended September 30,
September 30, 2024
June 30, 2024
September 30, 2023
2024
2023
Average loans and leases held for investment at amortized cost
$
4,102,838
$
4,341,007
$
5,404,490
$
4,358,356
$
5,388,582
Net charge-offs
$
55,805
$
66,818
$
68,795
$
203,106
$
178,524
Net charge-off ratio
5.4
%
6.2
%
5.1
%
6.2
%
4.4
%
Nonaccrual
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. Unsecured personal loans are charged-off no later than 120 days past due.
The following table presents information regarding total nonaccrual loans and leases:
September 30, 2024
June 30, 2024
September 30, 2023
Nonaccrual loans and leases held for investment at amortized cost
$
64,958
$
65,146
$
49,999
% of total loans and leases held for investment
1.6
%
1.5
%
1.0
%
For additional information on the ACL and nonaccrual loans and leases, see “Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Note 1. Summary of Significant Accounting Policies” in our Annual Report and “Note 5. Loans and Leases Held for Investment at Amortized Cost, Net of Allowance for Loan and Lease Losses” in this Report.
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)
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 and deposit customer acquisition efforts and building general brand awareness, (iii) equipment and software, (iv) depreciation and amortization, (v) professional services, which primarily consist of consulting fees, and (vi) occupancy, which includes rent expense and all other costs related to occupying our office spaces.
Three Months Ended
Change (%)
September 30, 2024
June 30, 2024
September 30, 2023
Q3 2024 vs Q2 2024
Q3 2024
vs
Q3 2023
Non-interest expense:
Compensation and benefits
$
57,408
$
56,540
$
58,497
2
%
(2)
%
Marketing
26,186
26,665
19,555
(2)
%
34
%
Equipment and software
12,789
12,360
12,631
3
%
1
%
Depreciation and amortization
13,341
13,072
11,250
2
%
19
%
Professional services
8,014
7,804
8,414
3
%
(5)
%
Occupancy
4,005
3,941
4,612
2
%
(13)
%
Other non-interest expense
14,589
11,876
13,076
23
%
12
%
Total non-interest expense
$
136,332
$
132,258
$
128,035
3
%
6
%
Nine Months Ended September 30,
2024
2023
Change (%)
Non-interest expense:
Compensation and benefits
$
173,502
$
203,357
(15)
%
Marketing
76,987
70,375
9
%
Equipment and software
37,833
40,295
(6)
%
Depreciation and amortization
39,086
35,242
11
%
Professional services
22,909
27,446
(17)
%
Occupancy
11,807
13,606
(13)
%
Other non-interest expense
38,699
46,101
(16)
%
Total non-interest expense
$
400,823
$
436,422
(8)
%
Compensation and Benefits
Sequential: Compensation and benefits expense increased $0.9 million, or 2%, for the third quarter of 2024 compared to the second quarter of 2024.
Year Over Year: Compensation and benefits expense decreased $1.1 million, or 2%, for the third quarter of 2024 compared to the same period in 2023.
Nine Months Over Nine Months: Compensation and benefits expense decreased $29.9 million, or 15%, for the first nine months of 2024 compared to the same period in 2023. The decrease was primarily due to a decrease in headcount as a result of the workforce reduction plans we implemented in 2023.
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)
Marketing
Sequential: Marketing expense decreased $0.5 million, or 2%, for the third quarter of 2024 compared to the second quarter of 2024.
Year Over Year: Marketing expense increased $6.6 million, or 34%, for the third quarter of 2024 compared to the same period in 2023.
Nine Months Over Nine Months: Marketing expense increased $6.6 million, or 9%, for the first nine months of 2024 compared to the same period in 2023.
The increases year over year and nine months over nine months in marketing expense were primarily due to an increase in variable marketing expenses based on higher origination volume of marketplace loans.
Equipment and Software
Sequential: Equipment and software expense increased $0.4 million, or 3%, for the third quarter of 2024 compared to the second quarter of 2024.
Year Over Year: Equipment and software expense increased $0.2 million, or 1%, for the third quarter of 2024 compared to the same period in 2023.
Nine Months Over Nine Months: Equipment and software expense decreased $2.5 million, or 6%, for the first nine months of 2024 compared to the same period in 2023. The decrease was primarily due to a decrease in software license expense.
Depreciation and Amortization
Sequential: Depreciation and amortization expense increased $0.3 million, or 2%, for the third quarter of 2024 compared to the second quarter of 2024.
Year Over Year: Depreciation and amortization expense increased $2.1 million, or 19%, for the third quarter of 2024 compared to the same period in 2023.
Nine Months Over Nine Months: Depreciation and amortization expense increased $3.8 million, or 11%, for the first nine months of 2024 compared to the same period in 2023.
The increases in depreciation and amortization expense were primarily due to an increase in the amortization of internally-developed software.
Professional Services
Sequential: Professional services increased $0.2 million, or 3%, for the third quarter of 2024 compared to the second quarter of 2024.
Year Over Year: Professional services decreased $0.4 million, or 5%, for the third quarter of 2024 compared to the same period in 2023.
Nine Months Over Nine Months: Professional services decreased $4.5 million, or 17%, for the first nine months of 2024 compared to the same period in 2023.
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)
The changes in professional services expense were primarily due to an increase or decrease in consulting fees.
Occupancy
Sequential: Occupancy expense increased $0.1 million, or 2%, for the third quarter of 2024 compared to the second quarter of 2024.
Year Over Year: Occupancy expense decreased $0.6 million, or 13%, for the third quarter of 2024 compared to the same period in 2023.
Nine Months Over Nine Months: Occupancy expense decreased $1.8 million, or 13%, for the first nine months of 2024 compared to the same period in 2023.
The year over year and nine months over nine months decreases in occupancy expense were primarily due to a decrease in rent expense.
Other non-interest expense
Sequential: Other non-interest expense increased $2.7 million, or 23%, for the third quarter of 2024 compared to the second quarter of 2024.
Year Over Year: Other non-interest expense increased $1.5 million, or 12%, for the third quarter of 2024 compared to the same period in 2023.
Nine Months Over Nine Months: Other non-interest expense decreased $7.4 million, or 16%, for the first nine months of 2024 compared to the same period in 2023.
The changes in other non-interest expense were primarily due to increases or decreases in miscellaneous operating expenses.
Income Taxes
For the third quarter and first nine months of 2024, we recorded an income tax expense of $3.6 million and $12.3 million, respectively, representing an effective tax rate of 19.7% and 22.9%, respectively. For the third quarter and first nine months of 2023, we recorded an income tax expense of $3.3 million and $12.1 million, respectively, representing an effective tax rate of 39.9% and 29.7%, respectively. The effective tax rate differs from the statutory rate due to the favorable impact of recurring items such as tax credits, the unfavorable impact of the non-deductible portions of executive compensation, and the net discrete impact of stock-based compensation. The decrease in effective tax rates for the 2024 periods compared to the same periods in 2023 is primarily due to the net discrete impact of stock-based compensation.
As of September 30, 2024, we maintained a valuation allowance of $46.4 million related to certain state net operating loss carryforwards (NOLs) and state tax credit carryforwards. The realization and timing of any remaining state NOLs and state tax credit carryforwards is uncertain and may expire before being utilized, based primarily on the allocation of taxable income constraints to the Parent and not related to the earnings of the Company. Changes to deferred tax asset valuation allowances and liabilities related to uncertain tax positions are recorded as current period income tax expense or benefit.
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)
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 on purchased servicing assets, and interest income and interest expense related to the Retail Program and Structured Program transactions entered into prior to the Acquisition.
76
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 September 30,
Three Months Ended September 30,
Three Months Ended September 30,
Three Months Ended September 30,
2024
2023
2024
2023
2024
2023
2024
2023
Non-interest income:
Marketplace revenue
$
42,583
$
37,439
$
9,125
$
12,320
$
6,676
$
11,127
$
58,384
$
60,886
Other non-interest income
13,047
18,783
2,793
2,478
(12,584)
(18,303)
3,256
2,958
Total non-interest income
55,630
56,222
11,918
14,798
(5,908)
(7,176)
61,640
63,844
Interest income:
Interest income
239,880
203,961
497
3,451
—
—
240,377
207,412
Interest expense
(100,005)
(69,517)
(131)
(890)
—
—
(100,136)
(70,407)
Net interest income
139,875
134,444
366
2,561
—
—
140,241
137,005
Total net revenue
195,505
190,666
12,284
17,359
(5,908)
(7,176)
201,881
200,849
Provision for credit losses
(47,541)
(64,463)
—
(16)
—
—
(47,541)
(64,479)
Non-interest expense
(129,685)
(122,142)
(12,555)
(13,069)
5,908
7,176
(136,332)
(128,035)
Income (Loss) before income tax benefit (expense)
18,279
4,061
(271)
4,274
—
—
18,008
8,335
Income tax benefit (expense)
(3,657)
(2,380)
106
(947)
—
—
(3,551)
(3,327)
Net income (loss)
$
14,622
$
1,681
$
(165)
$
3,327
$
—
$
—
$
14,457
$
5,008
Capital expenditures
$
12,436
$
15,984
$
—
$
—
$
—
$
—
$
12,436
$
15,984
Depreciation and amortization
$
11,278
$
7,579
$
2,063
$
3,671
$
—
$
—
$
13,341
$
11,250
77
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
Nine Months Ended September 30,
Nine Months Ended September 30,
Nine Months Ended September 30,
Nine Months Ended September 30,
2024
2023
2024
2023
2024
2023
2024
2023
Non-interest income:
Marketplace revenue
$
120,631
$
172,133
$
29,899
$
33,200
$
20,098
$
33,970
$
170,628
$
239,303
Other non-interest income
39,129
59,687
6,642
7,462
(38,246)
(57,800)
7,525
9,349
Total non-interest income
159,760
231,820
36,541
40,662
(18,148)
(23,830)
178,153
248,652
Interest income:
Interest income
662,501
612,805
4,861
11,506
—
—
667,362
624,311
Interest expense
(275,016)
(189,959)
(689)
(3,991)
—
—
(275,705)
(193,950)
Net interest income
387,485
422,846
4,172
7,515
—
—
391,657
430,361
Total net revenue
547,245
654,666
40,713
48,177
(18,148)
(23,830)
569,810
679,013
Provision for credit losses
(115,029)
(201,658)
—
—
—
—
(115,029)
(201,658)
Non-interest expense
(383,038)
(413,088)
(35,933)
(47,164)
18,148
23,830
(400,823)
(436,422)
Income before income tax expense
49,178
39,920
4,780
1,013
—
—
53,958
40,933
Income tax expense
(11,214)
(12,065)
(1,134)
(84)
—
—
(12,348)
(12,149)
Net income
$
37,964
$
27,855
$
3,646
$
929
$
—
$
—
$
41,610
$
28,784
Capital expenditures
$
37,082
$
48,239
$
—
$
—
$
—
$
—
$
37,082
$
48,239
Depreciation and amortization
$
32,340
$
21,546
$
6,746
$
13,696
$
—
$
—
$
39,086
$
35,242
The material drivers and trends of the financial results of the segments presented above are consistent with those 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: Pre-Provision Net Revenue (PPNR) and Tangible Book Value (TBV) Per Common Share. Our non-GAAP financial measures do have limitations as analytical tools and you should not consider them in isolation or as a substitute for an analysis of our results under GAAP.
We believe these non-GAAP financial 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 PPNR is an important measure because it reflects the underlying financial performance of our business operations. PPNR is a non-GAAP financial measure calculated by subtracting the provision for credit losses and income tax benefit/expense from net income.
We believe TBV Per Common Share is an important measure used to evaluate the Company’s use of equity. TBV Per Common Share is a non-GAAP financial measure representing the book value of common equity reduced by goodwill and intangible assets, divided by ending number of common shares issued and outstanding.
78
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 tables provide a reconciliation of PPNR to the nearest GAAP measure:
Three Months Ended
Nine Months Ended
September 30, 2024
June 30, 2024
September 30, 2023
September 30, 2024
September 30, 2023
GAAP Net income
$
14,457
$
14,903
$
5,008
$
41,610
$
28,784
Less: Provision for credit losses
(47,541)
(35,561)
(64,479)
(115,029)
(201,658)
Less: Income tax expense
(3,551)
(4,519)
(3,327)
(12,348)
(12,149)
Pre-provision net revenue
$
65,549
$
54,983
$
72,814
$
168,987
$
242,591
Three Months Ended
Nine Months Ended
September 30, 2024
June 30, 2024
September 30, 2023
September 30, 2024
September 30, 2023
Non-interest income
$
61,640
$
58,713
$
63,844
$
178,153
$
248,652
Net interest income
140,241
128,528
137,005
391,657
430,361
Total net revenue
201,881
187,241
200,849
569,810
679,013
Non-interest expense
(136,332)
(132,258)
(128,035)
(400,823)
(436,422)
Pre-provision net revenue
65,549
54,983
72,814
168,987
242,591
Provision for credit losses
(47,541)
(35,561)
(64,479)
(115,029)
(201,658)
Income before income tax expense
18,008
19,422
8,335
53,958
40,933
Income tax expense
(3,551)
(4,519)
(3,327)
(12,348)
(12,149)
GAAP Net income
$
14,457
$
14,903
$
5,008
$
41,610
$
28,784
The following table provides a reconciliation of TBV Per Common Share to the nearest GAAP measure:
As of
September 30, 2024
June 30, 2024
September 30, 2023
GAAP common equity
$
1,342,895
$
1,287,945
$
1,208,219
Less: Goodwill
(75,717)
(75,717)
(75,717)
Less: Intangible assets
(9,439)
(10,293)
(13,151)
Tangible common equity
$
1,257,739
$
1,201,935
$
1,119,351
Book value per common share
GAAP common equity
$
1,342,895
$
1,287,945
$
1,208,219
Common shares issued and outstanding
112,401,990
111,812,215
109,648,769
Book value per common share
$
11.95
$
11.52
$
11.02
Tangible book value per common share
Tangible common equity
$
1,257,739
$
1,201,935
$
1,119,351
Common shares issued and outstanding
112,401,990
111,812,215
109,648,769
Tangible book value per common share
$
11.19
$
10.75
$
10.21
Supervision and Regulatory Environment
We are subject to periodic exams, investigations, inquiries or requests, enforcement actions and other proceedings from federal and state regulatory and/or law enforcement agencies, including the federal banking regulators that directly regulate the Company and/or LC Bank. Further, we are subject to claims, individual and class action lawsuits, and lawsuits alleging regulatory violations. Although historically the Company has generally resolved
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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)
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.
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 Office of the Comptroller of the Currency (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.
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, or be required to obtain a new license or authorization, (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 and/or (vi) be unable to execute on certain Company initiatives, 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.
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 review 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 (Basel III). As a 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 Basel III capital framework are: a Common Equity Tier 1 (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 Basel III capital framework. See “Part I – Item 1. Business – Regulation and Supervision – Capital and Liquidity Requirements and Prompt Corrective Action” in our Annual Report and “Notes to Condensed Consolidated Financial Statements– Note 19. Regulatory Requirements” in this Reportfor additional information.
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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)
The following table summarizes the Company’s and LC Bank’s regulatory capital amounts (in millions) and ratios:
September 30, 2024
December 31, 2023
Required Minimum plus Required CCB for
Non-Leverage Ratios
Amount
Ratio
Amount
Ratio
LendingClub Corporation:
CET1 capital (1)
$
1,157.2
15.9
%
$
1,090.2
17.9
%
7.0
%
Tier 1 capital
$
1,157.2
15.9
%
$
1,090.2
17.9
%
8.5
%
Total capital
$
1,249.8
17.1
%
$
1,169.2
19.2
%
10.5
%
Tier 1 leverage
$
1,157.2
11.3
%
$
1,090.2
12.9
%
4.0
%
Risk-weighted assets
$
7,289.3
N/A
$
6,104.5
N/A
N/A
Quarterly adjusted average assets
$
10,270.0
N/A
$
8,476.1
N/A
N/A
LendingClub Bank:
CET1 capital (1)
$
1,050.8
14.5
%
$
949.4
15.8
%
7.0
%
Tier 1 capital
$
1,050.8
14.5
%
$
949.4
15.8
%
8.5
%
Total capital
$
1,142.8
15.8
%
$
1,027.4
17.1
%
10.5
%
Tier 1 leverage
$
1,050.8
10.3
%
$
949.4
11.4
%
4.0
%
Risk-weighted assets
$
7,235.1
N/A
$
6,022.2
N/A
N/A
Quarterly adjusted average assets
$
10,195.1
N/A
$
8,337.4
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 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 borrowings, pay operating expenses and support extraordinary funding requirements when necessary.
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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)
LendingClub Bank Liquidity
The following table summarizes LC Bank’s primary sources of short-term liquidity as of the periods presented:
September 30, 2024
December 31, 2023
Cash and cash equivalents
$
989,612
$
1,230,206
Securities available for sale (1)
$
388,679
$
370,466
Deposits
$
9,532,342
$
7,426,445
Available borrowing capacity:
FRB Discount Window borrowing capacity
$
2,942,472
$
2,816,501
FHLB of Des Moines borrowing capacity (2)
$
663,439
$
661,337
Total available borrowing capacity
$
3,605,911
$
3,477,838
(1) Excludes illiquid securities available for sale.
(2) Includes both loans and securities available for sale pledged as collateral.
The primary uses of LC Bank liquidity include the funding/acquisition 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 $37.1 million, or 6.8% of total net revenue, and $48.2 million, or 7.4% of total net revenue, for the first nine months of 2024 and 2023, respectively. Capital expenditures in 2024 are expected to be approximately $60 million, primarily related to costs associated with the continued development and support of our online lending marketplace platform.
LendingClub Holding Company Liquidity
The primary source of liquidity at the holding company is $90.0 million and $110.3 million in cash and cash equivalents as of September 30, 2024 and December 31, 2023, 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, liquid AFS securities, available borrowing capacity, and net cash flows from operating, investing and financing activities 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.
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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)
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.
Interest Rate Sensitivity
LendingClub Bank
Our net interest income is affected by changes in the level of interest rates, the impact of interest rate fluctuations on asset prepayments, and the level and composition of deposits and liabilities, among other factors.
Loans HFI at LC Bank are funded primarily through our deposit base. The majority of loans HFI are fixed-rate instruments over the term of the loans. As a result, the primary component of interest rate risk on our financial instruments at LC Bank arises from the impact of fluctuations in loan and deposit rates on our net interest income. Therefore, we use a sensitivity analysis to assess the impact of hypothetical changes in interest rates on our net interest income results. The outcome of the analysis is influenced by a variety of assumptions, including the maturity profile and prepayment level of our unsecured consumer loans and expected consumer responses to changes in rates paid on non-maturity deposit products. Our assumptions are periodically calibrated to observed data and/or expected outcomes. We actively monitor the level of exposure to movements in interest rates and have entered into interest rate hedging instruments, some of which qualify for hedge accounting treatment, to manage such risk. See “Note 8. Derivative Instruments and Hedging Activities” for additional information.
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:
September 30, 2024
December 31, 2023
Instantaneous Change in Interest Rates:
+ 200 basis points
(6.6)
%
(4.8)
%
+ 100 basis points
(3.2)
%
(2.2)
%
– 100 basis points
1.2
%
—
%
– 200 basis points
1.9
%
(0.4)
%
As illustrated in the table above, net interest income is projected to decrease over the next twelve months during hypothetical rising interest rate environments primarily as a result of higher rates paid on interest-bearing deposits, partially offset by higher rates earned on new loans, investment purchases, and cash and cash equivalents as well as by the impact of our hedging activity. Conversely, net interest income is projected to increase over the next twelve months during hypothetical declining interest rate environments. The increase in sensitivity as of September 30, 2024 relative to December 31, 2023 is primarily due to the composition of our loans, deposits and hedging instruments and assumes no replacement of maturing interest rate hedges. Furthermore, during fluctuating interest rate environments, the increased sensitivity of repricing interest-bearing deposits is more impactful than that of repricing fixed-rate loans.
Although we believe that these measurements provide an estimate of our interest rate sensitivity, they do not account for potential changes in credit quality, balance sheet mix, size of our balance sheet, or other business developments that could affect net income. Actual results could differ materially from the estimated outcomes of our simulations.
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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)
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 contractual maturities and weighted-average yields on the Company’s 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 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 September 30, 2024, see“Item 1. Financial Statements – Notes to Condensed Consolidated Financial Statements – Note 18. 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 nine months of 2024.
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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 September 30, 2024. 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 September 30, 2024, 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 third quarter of 2024, 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 18. 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.
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LENDINGCLUB CORPORATION
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
Rule 10b5-1 Trading Plans
The following table shows the trading arrangements intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) adopted by the Company’s directors and executive officers during the third quarter of 2024:
Name and Title
Adoption Date
Expiration Date
Aggregate Number of Shares to be Sold
Jordan Cheng, General Counsel and Corporate Secretary
August 1, 2024
February 8, 2025
Up to 25,000
Other than disclosed above, during the third quarter of 2024, none of the Company’s directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of the Company’s securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”
In the Form 10-Q filed on May 1, 2024 (the May 2024 10-Q), the Company disclosed a Rule 10b5-1 Trading Plan entered into by Erin Selleck (the Selleck Trading Plan). The expiration date of the Selleck Trading Plan, per its original terms, is February 5, 2025, not January 31, 2025, as disclosed in the May 2024 10-Q.
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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.
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
‡ 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.