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Business Acquisition
 9 Months Ended
Sep. 30, 2021
Business Combination and Asset Acquisition [Abstract]  
Business Acquisition Business Acquisition
On February 1, 2021, the Company completed the acquisition of Radius Bancorp, Inc. (Radius) in accordance with the Plan of Merger previously disclosed. The acquisition combined the Company’s complementary digital lending capabilities with those of a digital bank. Upon closing, LendingClub acquired all outstanding voting equity interests of Radius in exchange for total consideration as follows:
Cash paid$140,256 
Fair value of common stock issued (1)
40,808 
Consideration related to share-based payments (2)
5,742 
Total consideration paid$186,806 
(1)    Calculated using the closing stock price of $10.85 on January 29, 2021, the most recent trading day preceding the acquisition, multiplied by 3,761,114 shares issued pursuant to the Plan of Merger.
(2)    In connection with the acquisition, LendingClub agreed to convert equity awards held by Radius employees into cash and LendingClub awards pursuant to the Plan of Merger.

The acquisition was accounted for as a purchase business combination. Accordingly, the assets acquired and liabilities assumed are presented at their fair values determined as of the acquisition date. The determination of fair value requires management to make estimates about discount rates, future expected cash flows, market conditions and other future events that are highly subjective in nature and subject to change. Fair value estimates related to the acquired assets and liabilities are subject to adjustment for up to one year after the closing date of the acquisition as additional information becomes available.

The following table presents an allocation of the total consideration paid to the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed:
Assets acquired:
Cash and due from banks$18,184 
Interest-bearing deposits in banks650,052 
Total cash and cash equivalents668,236 
Securities available for sale at fair value259,037 
Loans and leases held for investment1,610,054 
Allowance for loan and lease losses(12,440)
Loans and leases held for investment, net1,597,614 
Property, equipment and software, net1,926 
Goodwill75,717 
Other assets86,482 
Total assets2,689,012 
Liabilities assumed:
Non-interest bearing deposits167,187 
Interest-bearing deposits1,862,272 
Total deposits2,029,459 
Short-term borrowings9,870 
Advances from PPPLF420,962 
Other long-term debt18,630 
Other liabilities23,285 
Total liabilities2,502,206 
Total consideration paid$186,806 
The purchase price exceeded the estimated fair value of the tangible and identifiable intangible assets acquired and liabilities assumed and, as a result of the purchase allocation, the Company recorded goodwill of $75.7 million, which is not deductible for tax purposes. The goodwill recognized is attributable primarily to strategic and financial benefits of the acquisition, including increased resiliency with access to stable, low-cost deposit funding replacing higher-cost and more volatile third-party warehouse funding; increased and more stable revenue driven by increased net interest income from loans held for investment; expense benefits by capturing the fees that were historically paid to our third-party issuing banks; and the ability to attract new members and deepen relationships with existing members through the addition of banking services.

The carrying amounts of cash, securities available for sale, short-term borrowings, advances from PPPLF, and certain other assets and liabilities were determined to be a reasonable estimate of the fair value of such items. The following is a description of the methods used to determine the fair values of significant assets and liabilities.

Securities available for sale: The Company acquired a debt securities portfolio containing U.S. agency residential mortgage-backed securities, municipal securities, U.S. agency securities, commercial mortgage-backed securities and other asset-backed securities. The acquisition date fair value of the securities was based on third-party dealer quotes which reflect exit prices pursuant to the guidance on fair value measurement.

Loans and leases held for investment: Fair values for loans and leases were primarily based on a discounted cash flow methodology that considered contractual terms, credit loss expectations, market interest rates, and other market factors such as liquidity from the perspective of a market participant. Loan portfolios were pooled together according to similar characteristics such as product type, lien position, risk grade, credit deterioration status, FICO score, and collateral type. Loan pools were treated in the aggregate when applying various valuation techniques. The contractual terms, default rates, loss given default rates, loss severity and recovery lag, and prepayment rates were the key assumptions embedded into the estimated cash flow valuation. These assumptions were informed by internal data on loan characteristics, historical loss experience, and current and forecasted economic conditions. The discount rates used are based on current market rates for new originations of comparable loans and include adjustments for liquidity. All of the merged loans were marked to fair value as of the acquisition date and, therefore, there was no carryover of the allowance for expected credit losses that had previously been recorded by Radius. Immediately following the acquisition, the Company recorded an ACL on non-PCD loans of $6.9 million through an increase to the provision for credit losses. The initial ACL for PCD loans of $12.4 million was recorded through an adjustment to the amortized cost basis of the loans.

Core deposit intangible (CDI): This intangible asset represents the value of the relationships with certain deposit clients and is included in “Other assets” in the Company’s Condensed Consolidated Balance Sheets. The fair value was estimated based on an after-tax cost savings method of the income approach. Under this method, fair value is equal to the present value of the after-tax cost savings or differential cash flows generated by the acquired deposit base. Cost savings is defined as the difference between the effective cost of funds on deposits and the cost of an equal amount of funds from an alternative source. Deposits were pooled by product type and channel. The discount rates used for CDI assets are based on current market participant rates. The CDI is being amortized over 10 years based upon the estimated economic benefits received.

Other Investments: The fair value of an investment in a private entity that was sold after the acquisition was determined based upon the price expected to be received in the subsequent sale. This investment was included in “Other assets” in the Company’s Condensed Consolidated Balance Sheets.

Interest-bearing deposits: In determining the fair value of certificates of deposit, the cash flows of the contractual interest payments during the specific period of the certificates of deposit and scheduled principal payout were discounted to present value at market-based interest rates.
Subordinated debt: The fair value of subordinated debt was determined by using a discounted cash flow method using a market participant discount rate for similar instruments. Subordinated debt is included in “Other long-term debt” in the Company’s Condensed Consolidated Balance Sheets.

The Company incurred approximately $16 million of expenses in connection with the acquisition.

The table below presents certain unaudited pro forma financial information for illustrative purposes only, for the third quarters and first nine months of 2021 and 2020, as if the acquisition took place on January 1, 2020. The pro forma information combines the historical results of Radius with the Company’s, adjusting for the estimated impact of certain fair value adjustments for the respective periods. The pro forma information does not reflect changes to the provision for credit losses resulting from recording loan assets as fair value, cost savings, or business synergies. As a result, actual amounts would have differed from the unaudited pro forma information presented and the differences could be significant.
Three Months Ended
September 30,		Nine Months Ended
September 30,
2021202020212020
Total net revenue$246,166 $120,359 $563,458 $335,355 
Consolidated net income (loss)$27,185 $(31,954)$(17,464)$(165,071)

For the third quarter and first nine months of 2021, total net revenue of $19.6 million and $56.4 million, respectively, from the Radius acquisition is included in the Company’s Condensed Consolidated Statements of Operations.
Summary of Reclassification Adjustments

The classification of the items presented by the Company in its consolidated financial statements under GAAP has been adjusted to align with the presentation requirements under Article 9 of the SEC’s Regulation S-X for bank holding companies. The presentation shown below is reflective of what is generally expected to be used by the combined company under GAAP.

As of December 31, 2020
LendingClub Historical PresentationReclassification AdjustmentsLendingClub Reclassified Amounts
Assets
Cash and cash equivalents$524,963 $(524,963)$— 
Cash and due from banks— 5,197 5,197 
Interest bearing deposits in banks— 519,766 519,766 
Total cash and cash equivalents— 524,963 524,963 
Restricted cash103,522 — 103,522 
Securities available for sale at fair value142,226 — 142,226 
Loans held for investment at fair value636,686 (636,686)— 
Loans held for investment by the Company at fair value49,954 (49,954)— 
Loans held for sale by the Company at fair value121,902 (121,902)— 
Loans held for sale at fair value— 121,902 121,902 
Retail and certificate loans held for investment at fair value— 636,686 636,686 
Other loans held for investment at fair value— 49,954 49,954 
Accrued interest receivable5,205 (5,205)— 
Property, equipment and software, net96,641 — 96,641 
Operating lease assets74,037 (74,037)— 
Intangible assets, net11,427 (11,427)— 
Other assets96,730 90,669 187,399 
Total assets$1,863,293 $— $1,863,293 
Liabilities and Equity
Accounts payable$3,698 $(3,698)$— 
Accrued interest payable4,572 (4,572)— 
Operating lease liabilities94,538 (94,538)— 
Accrued expenses and other liabilities101,457 (101,457)— 
Payable to investors40,286 (40,286)— 
Credit facilities and securities sold under repurchase agreements104,989 (104,989)— 
Short-term borrowings— 104,989 104,989 
Retail notes, certificates and secured borrowings at fair value636,774 — 636,774 
Payable on Structured Program borrowings152,808 — 152,808 
Other liabilities— 244,551 244,551 
Total liabilities1,139,122 — 1,139,122 
Equity
Common stock881 — 881 
Additional paid-in capital1,508,020 — 1,508,020 
Accumulated deficit(786,214)— (786,214)
Accumulated other comprehensive income1,484 — 1,484 
Total equity724,171 — 724,171 
Total liabilities and equity$1,863,293 $— $1,863,293 
Three months ended September 30, 2020
LendingClub Historical PresentationReclassification AdjustmentsLendingClub Reclassified Amounts
Net Revenue
Transaction fees$24,372 $(24,372)$— 
Interest income46,773 (46,773)— 
Interest expense(32,440)32,440 — 
Net fair value adjustments(696)696 — 
Net interest income and fair value adjustments13,637 (13,637)— 
Investor fees25,850 (25,850)— 
Gain on sales of loans7,739 (7,739)— 
Net investor revenue47,226 (47,226)— 
Other revenue3,115 (3,115)— 
Total net revenue74,713 (74,713)— 
Non-interest income
Marketplace revenue (1)
— 54,635 54,635 
Other non-interest income— 3,115 3,115 
Total non-interest income— 57,750 57,750 
Interest income
Interest on loans held for sale— 14,916 14,916 
Interest on retail and certificate loans held for investment at fair value— 27,117 27,117 
Interest on other loans held for investment at fair value— 1,948 1,948 
Interest on securities available for sale— 2,754 2,754 
Other interest income— 38 38 
Total interest income— 46,773 46,773 
Interest expense
Interest on short-term borrowings— 3,179 3,179 
Interest on retail notes, certificates and secured borrowings— 27,117 27,117 
Interest on Structured Program borrowings— 3,046 3,046 
Interest on other long-term debt— 137 137 
Total interest expense (2)
— 33,479 33,479 
Net interest income— 13,294 13,294 
Total net revenue (3)
— 71,044 71,044 
Reversal of credit losses (3)
— (3,669)(3,669)
Operating expenses
Sales and marketing7,201 (7,201)— 
Origination and servicing15,595 (15,595)— 
Engineering and product development31,984 (31,984)— 
Other general and administrative54,332 (54,332)— 
Total operating expenses109,112 (109,112)— 
Non-interest expense
Compensation and benefits— 58,649 58,649 
Marketing— 2,135 2,135 
Equipment and software— 6,430 6,430 
Occupancy— 6,466 6,466 
Depreciation and amortization— 12,348 12,348 
Professional services— 8,817 8,817 
Other non-interest expense— 14,267 14,267 
Total non-interest expense— 109,112 109,112 
Loss before income tax expense(34,399)— (34,399)
Income tax benefit(74)— (74)
Consolidated net loss$(34,325)$— $(34,325)
(1)    See “Note 3. Marketplace Revenue” for additional detail.
(2)    The increase in total interest expense relates to valuation adjustments on Structured Program borrowings reclassified from net fair value adjustments to interest expense.
(3)    The decrease in total net revenue from the historical presentation relates to the reversal of credit valuation adjustments on securities available for sale reclassified from net fair value adjustments to reversal of credit losses.
Nine months ended September 30, 2020
LendingClub Historical PresentationReclassification AdjustmentsLendingClub Reclassified Amounts
Net Revenue
Transaction fees$164,489 $(164,489)$— 
Interest income176,744 (176,744)— 
Interest expense(114,447)114,447 — 
Net fair value adjustments(108,812)108,812 — 
Net interest income and fair value adjustments(46,515)46,515 — 
Investor fees86,924 (86,924)— 
Gain on sales of loans23,724 (23,724)— 
Net investor revenue64,133 (64,133)— 
Other revenue10,166 (10,166)— 
Total net revenue238,788 (238,788)— 
Non-interest income
Marketplace revenue (1)
— 175,993 175,993 
Other non-interest income— 10,166 10,166 
Total non-interest income— 186,159 186,159 
Interest income
Interest on loans held for sale— 67,579 67,579 
Interest on retail and certificate loans held for investment at fair value— 92,193 92,193 
Interest on other loans held for investment at fair value— 6,021 6,021 
Interest on securities available for sale— 9,930 9,930 
Other interest income— 1,021 1,021 
Total interest income— 176,744 176,744 
Interest expense
Interest on short-term borrowings— 16,332 16,332 
Interest on retail notes, certificates and secured borrowings— 92,193 92,193 
Interest on Structured Program borrowings— 11,418 11,418 
Interest on other long-term debt— 372 372 
Total interest expense (2)
— 120,315 120,315 
Net interest income— 56,429 56,429 
Total net revenue (3)
— 242,588 242,588 
Provision for credit losses (3)
— 3,800 3,800 
Operating expenses
Sales and marketing65,708 (65,708)— 
Origination and servicing54,419 (54,419)— 
Engineering and product development109,861 (109,861)— 
Other general and administrative169,438 (169,438)— 
Total operating expenses399,426 (399,426)— 
Non-interest expense
Compensation and benefits— 199,991 199,991 
Marketing— 43,030 43,030 
Equipment and software— 20,931 20,931 
Occupancy— 22,241 22,241 
Depreciation and amortization— 41,832 41,832 
Professional services— 32,723 32,723 
Other non-interest expense— 38,678 38,678 
Total non-interest expense— 399,426 399,426 
Loss before income tax expense(160,638)— (160,638)
Income tax expense245 — 245 
Consolidated net loss$(160,883)$— $(160,883)
(1)    See “Note 3. Marketplace Revenue” for additional detail.
(2)    The increase in total interest expense relates to valuation adjustments on Structured Program borrowings reclassified from net fair value adjustments to interest expense.
(3)    The increase in total net revenue from the historical presentation relates to credit valuation adjustments on securities available for sale reclassified from net fair value adjustments to provision for credit losses.