Document_and_Entity_Informatio
Document and Entity Information | 6 Months Ended | |
Jun. 30, 2014 | Jul. 31, 2014 | |
Document Information [Line Items] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Jun-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q2 | ' |
Trading Symbol | 'ck0001409970 | ' |
Entity Registrant Name | 'LENDINGCLUB CORP | ' |
Entity Central Index Key | '0001409970 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 29,703,877 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
ASSETS | ' | ' |
Cash and cash equivalents | $68,958 | $49,299 |
Restricted cash | 20,448 | 12,208 |
Loans at fair value (includes $1,465,090 and $1,158,302 from consolidated Trust at June 30, 2014 and December 31, 2013, respectively) | 2,326,202 | 1,829,042 |
Accrued interest receivable (includes $13,336 and $10,061 from consolidated Trust at June 30, 2014 and December 31, 2013, respectively) | 21,244 | 15,975 |
Property, equipment and software, net | 19,420 | 12,595 |
Intangible assets, net | 39,077 | ' |
Goodwill | 72,679 | 0 |
Other assets | 12,185 | 23,921 |
Due from related parties | 411 | 355 |
Total Assets | 2,580,624 | 1,943,395 |
LIABILITIES | ' | ' |
Accounts payable | 3,969 | 4,524 |
Accrued interest payable (includes $14,587 and $11,176 from consolidated Trust at June 30, 2014 and December 31, 2013, respectively) | 23,232 | 17,741 |
Accrued expenses and other liabilities | 17,515 | 9,128 |
Payable to investors | 12,659 | 3,918 |
Notes and certificates, at fair value (includes $1,465,090 and $1,158,302 from consolidated Trust at June 30, 2014 and December 31, 2013, respectively) | 2,336,595 | 1,839,990 |
Term loan | 49,516 | 0 |
Total Liabilities | 2,443,486 | 1,875,301 |
Commitments and contingencies (see Note 16) | ' | ' |
STOCKHOLDERS' EQUITY | ' | ' |
Preferred stock | 173,674 | 103,244 |
Common stock, $0.01 par value; 186,000,000 and 180,000,000 shares authorized at June 30, 2014 and December 31, 2013, respectively; 29,675,065 and 27,493,320 shares issued and outstanding at June 30, 2014 and December 31, 2013, respectively | 297 | 138 |
Additional paid-in capital | 29,982 | 15,041 |
Accumulated deficit | -66,815 | -50,329 |
Total Stockholders' Equity | 137,138 | 68,094 |
Total Liabilities and Stockholders' Equity | $2,580,624 | $1,943,395 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Member Loans at fair value | $2,326,202 | $1,829,042 |
Accrued interest receivable from consolidated Trust | 21,244 | 15,975 |
Accrued interest payable from consolidated Trust | 23,232 | 17,741 |
Notes and certificates, at fair value from consolidated Trust | 2,336,595 | 1,839,990 |
Common stock, par value | $0.01 | $0.01 |
Common stock, shares authorized | 186,000,000 | 180,000,000 |
Common stock, shares issued | 29,675,065 | 27,493,320 |
Common stock, shares outstanding | 29,675,065 | 27,493,320 |
Consolidated Trust | ' | ' |
Member Loans at fair value | 1,465,090 | 1,158,302 |
Accrued interest receivable from consolidated Trust | 13,336 | 10,061 |
Accrued interest payable from consolidated Trust | 14,587 | 11,176 |
Notes and certificates, at fair value from consolidated Trust | $1,465,090 | $1,158,302 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Operating Revenue | ' | ' | ' | ' |
Transaction fees | $45,801 | $16,393 | $81,213 | $29,975 |
Servicing fees | 1,468 | 882 | 3,248 | 1,597 |
Management fees | 1,461 | 720 | 2,555 | 1,214 |
Other (expense) revenue | -109 | 2,847 | 307 | 4,299 |
Total Operating Revenue | 48,621 | 20,842 | 87,323 | 37,085 |
Net Interest Income: | ' | ' | ' | ' |
Total interest income | 85,212 | 41,021 | 158,260 | 73,385 |
Total interest expense | -85,594 | -41,032 | -158,594 | -73,357 |
Net Interest (Expense) Income | -382 | -11 | -334 | 28 |
Fair value adjustments, loans | -26,405 | -13,047 | -51,154 | -22,264 |
Fair value adjustments, notes and certificates | 26,391 | 13,055 | 51,108 | 22,241 |
Net Interest (Expense) Income after Fair Value Adjustments | -396 | -3 | -380 | 5 |
Total Net Revenue | 48,225 | 20,839 | 86,943 | 37,090 |
Operating Expenses: | ' | ' | ' | ' |
Sales and marketing | 19,225 | 8,410 | 39,807 | 16,117 |
Origination and servicing | 8,566 | 3,414 | 15,968 | 6,048 |
General and administrative | 28,981 | 7,233 | 47,014 | 13,103 |
Total Operating Expenses | 56,772 | 19,057 | 102,789 | 35,268 |
(Loss) Income before Provision for Income Taxes | -8,547 | 1,782 | -15,846 | 1,822 |
Provision for income taxes | 640 | 85 | 640 | 85 |
Net (Loss) Income | ($9,187) | $1,697 | ($16,486) | $1,737 |
Basic net loss per share attributable to common stockholders | ($0.32) | ' | ($0.58) | ' |
Diluted net loss per share attributable to common stockholders | ($0.32) | ' | ($0.58) | ' |
Weighted-average shares of common stock used in computing basic net loss per share | 28,985,590 | 25,117,624 | 28,451,564 | 24,471,528 |
Weighted-average shares of common stock used in computing diluted net loss per share | 28,985,590 | 37,699,888 | 28,451,564 | 37,908,644 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Cash Flows (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 |
Cash flows from Operating Activities: | ' | ' |
Net (loss) income | ($16,486) | $1,737 |
Adjustments to reconcile net income to net cash provided by operating activities: | ' | ' |
Fair value adjustments of loans, notes and certificates, net | 46 | 23 |
Change in loan servicing liability carried at fair value | 1,800 | 454 |
Change in loan servicing asset carried at fair value | -500 | -6 |
Stock-based compensation and warrant expense, net | 15,352 | 1,474 |
Depreciation and amortization | 3,463 | 495 |
Loss (gain) on sales of loans at fair value | 781 | -3,862 |
Other, net | 123 | -68 |
Purchase of whole loans held for sale | -632,740 | -114,902 |
Proceeds from sales of whole loans held for sale | 631,959 | 118,764 |
Net change in operating assets and liabilities excluding the effects of the acquisition: | ' | ' |
Accrued interest receivable | -5,269 | -3,772 |
Other assets | 14,057 | -1,137 |
Due from related parties | -56 | -138 |
Accounts payable | 68 | 1,874 |
Accrued interest payable | 5,491 | 4,903 |
Accrued expenses and other liabilities | 4,048 | 693 |
Net cash provided by operating activities | 22,137 | 6,532 |
Cash flows from Investing Activities: | ' | ' |
Purchase of loans at fair value | -1,002,301 | -680,262 |
Principal payments of loans at fair value | 451,403 | 201,100 |
Proceeds from recoveries and sales of charged-off loans at fair value | 2,584 | 645 |
Payments for business acquisition, net of cash acquired | -109,464 | ' |
Net change in restricted cash | -6,659 | -926 |
Purchase of property, equipment and software | -9,380 | -3,955 |
Net cash used in investing activities | -673,817 | -483,398 |
Cash flows from Financing Activities: | ' | ' |
Net change in payable to investors | 8,227 | -1,502 |
Proceeds from issuance of notes and certificates | 1,001,976 | 680,205 |
Principal payments on notes and certificates | -451,699 | -199,999 |
Payments on charged-off notes and certificates from recoveries and sales of related charged off loans at fair value | -2,564 | -613 |
Proceeds from term loan, net of debt discount | 49,813 | ' |
Payment for debt issuance cost | -1,192 | ' |
Principal payment on term loan | -313 | ' |
Proceeds from exercise of warrants to acquire common stock | 90 | 247 |
Proceeds from issuance of Series F convertible preferred stock, net of issuance costs | 64,803 | ' |
Proceeds from stock options exercised | 2,198 | 571 |
Net cash provided by financing activities | 671,339 | 478,909 |
Net increase in cash and cash equivalents | 19,659 | 2,043 |
Cash and cash equivalents, beginning of period | 49,299 | 52,551 |
Cash and cash equivalents, end of period | 68,958 | 54,594 |
Supplemental disclosure of cash flow information: | ' | ' |
Cash paid for interest | 152,679 | 68,398 |
Non-cash investing activity - accrual for property, equipment and software, net | 1,094 | ' |
Non-cash investing and financing activity - issuance of Series F convertible preferred stock for business acquisition | $2,762 | ' |
Basis_of_Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 2014 | |
Basis of Presentation | ' |
1. Basis of Presentation | |
The condensed consolidated financial statements as of June 30, 2014 and December 31, 2013 and for the three and six months ended June 30, 2014 and 2013, respectively have been prepared by LendingClub Corporation in conformity with U.S. generally accepted accounting principles (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. | |
The Company did not have any items of other comprehensive income (loss) during any of the periods presented in the condensed consolidated financial statements as of and for the three and six months ended June 30, 2014 and 2013, respectively. | |
In the opinion of management, all necessary adjustments (including only those of a normal recurring nature) have been made for a fair presentation of the financial position, results of operations, and cash flows for the interim periods presented. The results of operations for the interim periods are not necessarily indicative of the results for the full fiscal year. The unaudited interim condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 2013. | |
The preparation of our condensed consolidated financial statements and related disclosures in conformity with GAAP requires management to make judgments, assumptions and estimates that affect the amounts reported in our condensed consolidated financial statements and accompanying notes. We base our estimates on historical experience and on various other factors we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of certain assets and liabilities. These judgments, estimates and assumptions are inherently subjective in nature and actual results may differ from these estimates and assumptions, and the differences could be material. | |
Certain prior period amounts have been reclassified to conform to the current presentation. These reclassifications had no impact on previously reported results of consolidated operations. | |
On April 15, 2014, the Board of Directors approved a 2 for 1 equity stock split in which each outstanding share of each series or class of equity capital stock was split into two outstanding shares of such series or class of equity capital stock. All share and per share data has been adjusted to reflect this stock split. | |
On April 17, 2014, we acquired all the outstanding limited liability company interests of Springstone. As such, our condensed consolidated financial statements include Springstone’s results of operations and financial position from this date (see Note 7 – Springstone Acquisition). |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2014 | |
Summary of Significant Accounting Policies | ' |
2. Summary of Significant Accounting Policies | |
Our significant accounting policies are included in Note 2 – Summary of Significant Accounting Policies in our Annual Report on Form 10-K for the year ended December 31, 2013. There have been no changes to these accounting policies during the first six months of 2014 except for the application of the acquisition method in accounting for a business combination, the accounting for intangible assets, including goodwill and the accounting for servicing assets and liabilities, as described below. | |
Goodwill and Intangible Assets | |
Goodwill represents the fair value of acquired businesses in excess of the fair value of the individually identified net assets acquired. Goodwill is not amortized but is tested for impairment annually or whenever indications of impairment exist. Our annual impairment testing date is April 1. We can elect to qualitatively assess goodwill for impairment if it is more likely than not that the fair value of a reporting unit (defined as business for which financial information is available and reviewed regularly by management) exceeds its carrying value. A qualitative assessment may consider macroeconomic and other industry-specific factors, such as trends in short-term and long-term interest rates and the ability to access capital, or company specific factors such as market capitalization in excess of net assets, trends in revenue generating activities and merger or acquisition activity. | |
If we elect to bypass qualitatively assessing goodwill, or it is not more likely than not that the fair value of a reporting unit exceeds its carrying value, management will estimate the fair values of our reporting units and compare them to their carrying values. The estimated fair values of the reporting units will generally be established using an income approach based on a discounted cash flow model or a market approach which compares each reporting unit to comparable companies in their respective industries. | |
Intangible assets are amortized over their useful lives in a manner that best reflects their economic benefit. Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. We do not have any indefinite-lived intangible assets. | |
Servicing Asset/Liability | |
For whole loans sold to unrelated third party purchasers with servicing retained, we use a discounted cash flow model to estimate the fair value of the loan servicing asset or liability which considers the contractual servicing fee revenue we earn on the sold loans, an estimated market servicing rate to service such loans, the current principal balances of the loans and projected servicing revenues over the remaining terms of the loans. We record servicing assets and liabilities at their estimated fair values at the time the loans are sold. Changes in the estimated fair value of servicing assets and liabilities are reported in “Servicing Fees” in the period in which the change occurs. Servicing assets and liabilities are recorded in “Other Assets” and “Accrued Expenses and Other Liabilities”, respectively, on the condensed consolidated balance sheets. |
Fair_Value_of_Financial_Instru
Fair Value of Financial Instruments Measured at Fair Value | 6 Months Ended | |||||||||||||||||||||||||
Jun. 30, 2014 | ||||||||||||||||||||||||||
Fair Value of Financial Instruments Measured at Fair Value | ' | |||||||||||||||||||||||||
3. Fair Value of Financial Instruments Measured at Fair Value | ||||||||||||||||||||||||||
We determined the fair values of loans, notes and certificates and servicing assets and liabilities using inputs and methods that are categorized in the fair value hierarchy, as follows (in thousands): | ||||||||||||||||||||||||||
Level 1 Inputs | Level 2 Inputs | Level 3 Inputs | Fair Value | |||||||||||||||||||||||
June 30, 2014 | ||||||||||||||||||||||||||
Assets | ||||||||||||||||||||||||||
Loans | $ | — | $ | — | $ | 2,326,202 | $ | 2,326,202 | ||||||||||||||||||
Servicing asset | — | — | 1,034 | 1,034 | ||||||||||||||||||||||
Total Assets | $ | — | $ | — | $ | 2,327,236 | $ | 2,327,236 | ||||||||||||||||||
Liabilities | ||||||||||||||||||||||||||
Notes and certificates | $ | — | $ | — | $ | 2,336,595 | $ | 2,336,595 | ||||||||||||||||||
Servicing liability | — | — | 2,736 | 2,736 | ||||||||||||||||||||||
Total Liabilities | $ | — | $ | — | $ | 2,339,331 | $ | 2,339,331 | ||||||||||||||||||
December 31, 2013 | ||||||||||||||||||||||||||
Assets | ||||||||||||||||||||||||||
Loans | $ | — | $ | — | $ | 1,829,042 | $ | 1,829,042 | ||||||||||||||||||
Servicing asset | — | — | 534 | 534 | ||||||||||||||||||||||
Total Assets | $ | — | $ | — | $ | 1,829,576 | $ | 1,829,576 | ||||||||||||||||||
Liabilities | ||||||||||||||||||||||||||
Notes and certificates | $ | — | $ | — | $ | 1,839,990 | $ | 1,839,990 | ||||||||||||||||||
Servicing liability | — | — | 936 | 936 | ||||||||||||||||||||||
Total Liabilities | $ | — | $ | — | $ | 1,840,926 | $ | 1,840,926 | ||||||||||||||||||
Financial instruments are categorized in the Level 3 valuation hierarchy based on the significance of unobservable factors in the overall fair value measurement. Our fair value approach for Level 3 instruments primarily uses unobservable inputs, but may also include observable, actively quoted components derived from external sources. As a result, the realized and unrealized gains and losses for assets and liabilities within the Level 3 category presented in the tables below may include changes in fair value that were attributable to both observable and unobservable inputs. | ||||||||||||||||||||||||||
Loans, Notes and Certificates | ||||||||||||||||||||||||||
We use fair value measurements to record fair value adjustments to loans and the related notes and certificates that are recorded at fair value on a recurring basis. Loans and the related notes and certificates do not trade in an active market with readily observable prices. Accordingly, the fair value of loans and the related notes and certificates are determined using a discounted cash flow methodology utilizing assumptions market participants use for credit losses, changes in the interest rate environment and other factors. Fair value measurements of our loans and the related notes and certificates use significant unobservable inputs and, accordingly, we classify them as Level 3. | ||||||||||||||||||||||||||
At June 30, 2014 and December 31, 2013, loans and notes and certificates (in thousands) were: | ||||||||||||||||||||||||||
Loans | Notes and Certificates | |||||||||||||||||||||||||
June 30, 2014 | December 31, 2013 | June 30, 2014 | December 31, 2013 | |||||||||||||||||||||||
Aggregate principal balance outstanding | $ | 2,351,515 | $ | 1,849,042 | $ | 2,361,902 | $ | 1,859,982 | ||||||||||||||||||
Fair value adjustments | (25,313 | ) | (20,000 | ) | (25,307 | ) | (19,992 | ) | ||||||||||||||||||
Fair Value | $ | 2,326,202 | $ | 1,829,042 | $ | 2,336,595 | $ | 1,839,990 | ||||||||||||||||||
Loans facilitated by Springstone are held by the issuing bank on and after origination and are therefore not recorded on our condensed consolidated balance sheet. | ||||||||||||||||||||||||||
Loan Servicing Rights | ||||||||||||||||||||||||||
We use fair value measurements to record fair value adjustments to loan servicing rights that are recorded at fair value on a recurring basis. Loan servicing rights do not trade in an active market with readily observable prices. Accordingly, the fair value of loan servicing rights are determined using a discounted cash flow methodology utilizing assumptions market participants use for adequate servicing compensation, credit losses, discount rates and contractual fee income. Fair value measurements of our loan servicing rights use significant unobservable inputs and, accordingly, we classify them as Level 3. | ||||||||||||||||||||||||||
Significant Unobservable Inputs | ||||||||||||||||||||||||||
The following table presents quantitative information about the significant unobservable inputs used for our Level 3 fair value measurements at June 30, 2014 and December 31, 2013: | ||||||||||||||||||||||||||
June 30, 2014 | December 31, 2013 | |||||||||||||||||||||||||
Range of Inputs | Range of Inputs | |||||||||||||||||||||||||
Unobservable Input | Minimum | Maximum | Minimum | Maximum | ||||||||||||||||||||||
Loans, notes & certificates and servicing asset/liability | Discount rate | 5.60% | 17.00% | 5.90% | 15.90% | |||||||||||||||||||||
Loans, notes & certificates and servicing asset/liability | Net cumulative expected loss | 2.00% | 21.90% | 2.10% | 23.70% | |||||||||||||||||||||
Servicing asset/liability | Market servicing rate | 0.50% | 0.50% | 0.40% | 0.40% | |||||||||||||||||||||
(% per annum on loan | ||||||||||||||||||||||||||
balance) | ||||||||||||||||||||||||||
The valuation technique used for our Level 3 assets and liabilities is described below. | ||||||||||||||||||||||||||
Loans, Notes and Certificates | ||||||||||||||||||||||||||
Discounted cash flow – Discounted cash flow valuation techniques generally consist of developing an estimate of future cash flows that are expected to occur over the life of a financial instrument and then discounting those cash flows at a rate of return that results in the fair value amount. | ||||||||||||||||||||||||||
Significant unobservable inputs presented in the table above are those we consider significant to the estimated fair values of the Level 3 assets and liabilities. We consider unobservable inputs to be significant, if by their exclusion, the estimated fair value of the Level 3 asset or liability would be impacted by a significant percentage change, or based on qualitative factors such as the nature of the instrument and significance of the unobservable inputs relative to other inputs used within the valuation. The following is a description of the significant unobservable inputs provided in the table. | ||||||||||||||||||||||||||
Discount rate – Discount rate is a rate of return used to discount future expected cash flows to arrive at a present value, the fair value, of the loans, notes and certificates. The discount rates for the projected net cash flows of loans are our estimates of the rates of return that investors in unsecured consumer credit obligations would require when investing in the various credit grades of loans. The discount rates for the projected net cash flows of the notes and certificates are our estimates of the rates of return that investors in unsecured consumer credit obligations would require when investing in notes and certificates with cash flows dependent on specific grades of loans. Discount rates for existing loans, notes and certificates are adjusted to reflect the time value of money. A risk premium component is implicitly included in the discount rates to reflect the amount of compensation market participants require due to the uncertainty inherent in the instruments’ cash flows resulting from risks such as credit and liquidity. | ||||||||||||||||||||||||||
Net cumulative expected loss – Net cumulative expected loss is an estimate of the net cumulative principal payments that will not be repaid over the entire life of a loan, note or certificate, expressed as a percentage of the original principal amount of the loan, note or certificate. The estimated net cumulative loss is the sum of the net losses estimated to occur each month of the life of a new loan, note or certificate. Therefore, the total net losses estimated to occur over the remaining maturity of existing loans, notes and certificates are less than the estimated net cumulative losses of comparable new loans, notes and certificates. A given month’s estimated net losses are a function of two variables: | ||||||||||||||||||||||||||
(i) | estimated default rate, which is an estimate of the probability of not collecting the remaining contractual principal amounts owed and, | |||||||||||||||||||||||||
(ii) | estimated net loss severity, which is the percentage of contractual principal cash flows lost in the event of a default, net of the average net recovery, expected to be received on a defaulted loan, note or certificate. | |||||||||||||||||||||||||
Our obligation to pay principal and interest on any note or certificate is equal to the pro-rata portion of the payments, if any, received on the related loan subject to applicable fees. The gross effective interest rate associated with notes or certificates is the same as the interest rate paid on the underlying loan. At June 30, 2014, the discounted cash flow methodology used to estimate the notes’ and certificates’ fair values uses the same projected net cash flows as their related loan. The discount rates for the projected net cash flows of the notes and certificates are our estimates of the rates of return, including risk premiums (if significant) that investors in unsecured consumer credit obligations would require when investing in notes and certificates with cash flows dependent on specific credit grades of loans. | ||||||||||||||||||||||||||
The following table presents additional information about Level 3 loans, notes and certificates measured at fair value on a recurring basis for the six months ended June 30, 2014 (in thousands): | ||||||||||||||||||||||||||
Loans | Notes and | |||||||||||||||||||||||||
Certificates | ||||||||||||||||||||||||||
Fair value at December 31, 2013 | $ | 1,829,042 | $ | 1,839,990 | ||||||||||||||||||||||
Purchases of loans | 1,634,260 | — | ||||||||||||||||||||||||
Issuances of notes and certificates | — | 1,001,976 | ||||||||||||||||||||||||
Principal payments | (451,403 | ) | (451,699 | ) | ||||||||||||||||||||||
Whole loan sales | (631,959 | ) | — | |||||||||||||||||||||||
Recoveries and sales of charged-off loans | (2,584 | ) | (2,564 | ) | ||||||||||||||||||||||
Carrying value before fair value adjustments | 2,377,356 | 2,387,703 | ||||||||||||||||||||||||
Fair value adjustments, included in earnings | (51,154 | ) | (51,108 | ) | ||||||||||||||||||||||
Fair value at June 30, 2014 | $ | 2,326,202 | $ | 2,336,595 | ||||||||||||||||||||||
At June 30, 2014, outstanding loans underlying notes and certificates have original terms between 12 months and 60 months and are paid monthly with fixed interest rates ranging from 5.42% to 29.90% and various maturity dates through June 2019. | ||||||||||||||||||||||||||
The fair value of loans and the related notes and certificates are determined using a discounted cash flow model utilizing estimates for credit losses, changes in the interest rate environment, and other factors. For notes and certificates, we also consider risk factors such as our ability to operate on a cash-flow positive basis and liquidity position. The majority of fair value adjustments included in earnings is attributable to changes in estimated instrument-specific future credit losses. All fair valuation adjustments were related to Level 3 instruments for the six months ended June 30, 2014 and 2013. A specific loan that is projected to have higher future default losses than previously estimated has lower expected future cash flows over its remaining life, which reduces its estimated fair value. Conversely, a specific loan that is projected to have lower future default losses than previously estimated has increased expected future cash flows over its remaining life, which increases its fair value. Because the payments to holders of notes and certificates directly reflect the payments received on loans, a reduction or increase of the expected future payments on loans will decrease or increase the estimated fair values of the related notes and certificates. Expected losses and actual loan charge-offs on loans are offset to the extent that the loans are financed by notes and certificates that absorb the related loan losses. | ||||||||||||||||||||||||||
The fair value adjustments for loans were largely offset by the fair value adjustments of the notes and certificates due to the member payment dependent design of the notes and certificates and because the total principal balances of the loans were very close to the combined principal balances of the notes and certificates. | ||||||||||||||||||||||||||
We place loans on non-accrual status once they are 120 days past due or if the borrower has filed for bankruptcy or is deceased. At June 30, 2014, we had 1,032 loans that were 90 days or more past due which had a total outstanding principal balance of $11.9 million, aggregate adverse fair value adjustments totaling $10.9 million and an aggregate fair value of $1.0 million. At June 30, 2014, we had 42 loans that were over 120 days past due and classified as non-accrual loans, which had a total outstanding principal balance of $0.5 million, aggregate adverse fair value adjustments totaling $0.4 million and an aggregate fair value of $0.1 million. | ||||||||||||||||||||||||||
At December 31, 2013, we had 989 loans that were 90 days or more past due which had a total outstanding principal balance of $10.2 million, aggregate adverse fair value adjustments totaling $9.1 million and an aggregate fair value of $1.1 million. At December 31, 2013, we had 111 loans that were over 120 days past due and classified as non-accrual loans, which had a total outstanding principal balance of $1.1 million, aggregate adverse fair value adjustments totaling $0.9 million and an aggregate fair value of $0.2 million. | ||||||||||||||||||||||||||
Loan Servicing Rights | ||||||||||||||||||||||||||
Discounted cash flow – Discounted cash flow valuation techniques generally consist of developing an estimate of future cash flows that are expected to occur over the life of a financial instrument and then discounting those cash flows at a rate of return that results in the fair value amount. | ||||||||||||||||||||||||||
Significant unobservable inputs presented in the table above are those we consider significant to the estimated fair values of the Level 3 assets and liabilities. We consider unobservable inputs to be significant, if by their exclusion, the estimated fair value of the Level 3 asset or liability would be impacted by a significant percentage change, or based on qualitative factors such as the nature of the instrument and significance of the unobservable inputs relative to other inputs used within the valuation. The following is a description of the significant unobservable inputs provided in the table. | ||||||||||||||||||||||||||
Market servicing rate – The Company estimates an adequate servicing compensation assumption as a measure of what a market participant would earn to service the loans that we sell to third parties. The Company estimated this market servicing rate based on observable market rates for other loan types in the industry, adjusted for the unique loan attributes that are present in such loans the Company sells (i.e., unsecured fixed rate fully amortizing loans, ACH loan payments, intermediate terms, prime credit grades and sizes) and a market servicing benchmarking analysis performed by an independent valuation firm. | ||||||||||||||||||||||||||
Discount rate – Discount rate is a rate of return used to discount future expected cash flows to arrive at a present value, the fair value, of the loan servicing rights. The discount rates for the projected net cash flows of loan servicing rights are our estimates of the rates of return that investors in servicing rights for unsecured consumer credit obligations would require for the various credit grades of the underlying loans. Discount rates for servicing rights on existing loans are adjusted to reflect the time value of money. A risk premium component is implicitly included in the discount rates to reflect the amount of compensation market participants require due to the uncertainty inherent in the instruments’ cash flows resulting from risks such as credit and liquidity. | ||||||||||||||||||||||||||
Net cumulative expected loss – Net cumulative expected loss is an estimate of the net cumulative principal payments that will not be repaid over the entire life of a loan expressed as a percentage of the original principal amount of the loan. The estimated net cumulative loss is the sum of the net losses estimated to occur each month of the life of a new loan. A given month’s estimated net losses are a function of two variables: | ||||||||||||||||||||||||||
(i) | estimated default rate, which is an estimate of the probability of not collecting the remaining contractual principal amounts owed and, | |||||||||||||||||||||||||
(ii) | estimated net loss severity, which is the percentage of contractual principal cash flows lost in the event of a default, net of the average net recovery, expected to be received on a defaulted loan. | |||||||||||||||||||||||||
The following table presents additional information about Level 3 servicing assets and liabilities measured at fair value on a recurring basis for the six months ended June 30, 2014 (in thousands): | ||||||||||||||||||||||||||
Servicing | Servicing | |||||||||||||||||||||||||
Assets | Liabilities | |||||||||||||||||||||||||
Fair value at December 31, 2013 | $ | 534 | $ | 936 | ||||||||||||||||||||||
Additions | 1,159 | 1,655 | ||||||||||||||||||||||||
Changes in fair value due to: | ||||||||||||||||||||||||||
Realization of expected cash flows | (286 | ) | (560 | ) | ||||||||||||||||||||||
Changes in market inputs or assumptions used in the valuation model | (373 | ) | 705 | |||||||||||||||||||||||
Fair value at June 30, 2014 | $ | 1,034 | $ | 2,736 | ||||||||||||||||||||||
At June 30, 2014, outstanding loans underlying loan servicing rights have original terms between 36 months and 60 months and are paid monthly with fixed interest rates ranging from 6.00% to 26.06% and various maturity dates through June 2019. | ||||||||||||||||||||||||||
Significant Recurring Level 3 Fair Value Asset and Liability Input Sensitivity | ||||||||||||||||||||||||||
The discounted cash flow valuation technique that we use to determine the fair value of our Level 3 loans, notes and certificates requires determination of relevant inputs and assumptions, some of which represent significant unobservable inputs as described above. Accordingly, changes in these unobservable inputs may have a significant impact on fair value. Certain of these unobservable inputs will (in isolation) have a directionally consistent impact on the fair value of the instrument for a given change in that input. Alternatively, the fair value of the instrument may move in an opposite direction for a given change in another input. For example, increases in the discount rates and estimated net cumulative loss rates each will reduce the estimated fair value of loans, notes and certificates. When multiple inputs are used within the valuation technique of a loan, note or certificate, a change in one input in a certain direction may be offset by an opposite change in another input. | ||||||||||||||||||||||||||
The discounted cash flow valuation technique we use determine the fair value of Level 3 loan servicing rights requires certain significant unobservable inputs including adequate servicing compensation, net cumulative loss rates, and discount rates. An increase in any of these unobservable inputs will reduce the fair value of the loan servicing rights and alternatively, a decrease in any one of these inputs would result in the loan servicing rights increasing in value. |
Fair_Value_of_Financial_Instru1
Fair Value of Financial Instruments Not Measured at Fair Value on a Recurring Basis | 6 Months Ended | |||
Jun. 30, 2014 | ||||
Fair Value of Financial Instruments Not Measured at Fair Value on a Recurring Basis | ' | |||
4. Fair Value of Financial Instruments Not Measured at Fair Value on a Recurring Basis | ||||
The following are descriptions of the valuation methodologies used for estimating the fair value of financial instruments not recorded at fair value on a recurring basis in the balance sheet; these financial instruments are carried at historical cost or amortized cost in the condensed consolidated balance sheets. | ||||
• | Short-term financial assets: Short-term financial assets include cash and cash equivalents, restricted cash, accrued interest receivable, and other assets. These assets are carried at historical cost. The carrying amount approximates fair value due to the short term nature of the financial instruments. | |||
• | Short-term financial liabilities: Short-term financial liabilities include accounts payable, accrued interest payable, other accrued expenses and payables to investors. These liabilities are carried at historical cost. The carrying amount approximates fair value due to the short term nature of the financial instruments. | |||
• | Term Loan: Based on the frequent interest reset features of the term loan, the Company considers the carrying value of the term loan to approximate its fair value as of June 30, 2014. |
Property_Equipment_and_Softwar
Property, Equipment and Software, net | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Property, Equipment and Software, net | ' | ||||||||
5. Property, Equipment and Software, net | |||||||||
Property, equipment and software consist of the following (in thousands): | |||||||||
June 30, 2014 | December 31, 2013 | ||||||||
Internally developed software | $ | 8,926 | $ | 4,188 | |||||
Computer equipment | 6,291 | 4,019 | |||||||
Leasehold improvements | 3,931 | 2,700 | |||||||
Software | 2,262 | 913 | |||||||
Furniture and fixtures | 1,912 | 836 | |||||||
Construction in progress | 493 | 1,978 | |||||||
Other | — | 26 | |||||||
Total property, equipment and software | 23,815 | 14,660 | |||||||
Accumulated depreciation and amortization | (4,395 | ) | (2,065 | ) | |||||
Property, equipment and software, net | $ | 19,420 | $ | 12,595 | |||||
Depreciation and amortization expense on property, equipment and software for the three months ended June 30, 2014 and 2013 was $1.3 million and $0.3 million, respectively. Depreciation and amortization expense on property, equipment and software for the six months ended June 30, 2014 and 2013 was $2.3 million and $0.5 million, respectively. |
Other_Assets
Other Assets | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Other Assets | ' | ||||||||
6. Other Assets | |||||||||
Other assets consist of the following (in thousands): | |||||||||
June 30, 2014 | December 31, 2013 | ||||||||
Prepaid expenses | $ | 3,666 | $ | 3,546 | |||||
Prepaid compensation | 3,281 | — | |||||||
Accounts receivable | 1,496 | 439 | |||||||
Debt issuance costs, net | 1,092 | — | |||||||
Loan servicing assets at fair value | 1,034 | 534 | |||||||
Receivable from investors | 536 | 18,116 | |||||||
Tenant improvement receivable | 376 | 504 | |||||||
Deposits | 216 | 193 | |||||||
Other | 488 | 589 | |||||||
Total other assets | $ | 12,185 | $ | 23,921 | |||||
Springstone_Acquisition
Springstone Acquisition | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Springstone Acquisition | ' | ||||||||||||||||
7. Springstone Acquisition | |||||||||||||||||
On April 17, 2014, we acquired all of the outstanding limited liability company interests of Springstone (the “Acquisition”). As a result of the closing of the acquisition, Springstone is now a wholly owned subsidiary of Lending Club. | |||||||||||||||||
Springstone facilitates financing options for consumers looking to finance education or private medical expenses through an active network of over 3,300 aggregate schools and healthcare providers, as of August 1, 2014 on behalf of two issuing banks. Springstone earns fee revenue from providers for facilitating loans to their customers and/or transaction fees from the issuing banks. The acquisition of Springstone expands the services we offer. We have included the financial results of Springstone in the condensed consolidated financial statements from the date of acquisition. | |||||||||||||||||
Under the terms of the purchase agreement, the sellers received at the closing an aggregate of $113 million in cash and $25 million worth of shares of Lending Club’s Series F Preferred Stock (the “Share Consideration”). In connection with the acquisition, we also paid $2.4 million for transaction costs incurred by Springstone. For accounting purposes the purchase price was $111.9 million which was comprised of $109.1 million in cash and $2.8 million of Share Consideration. Additionally, a total of $25.6 million comprised of $22.1 million of Share Consideration and $3.5 million of cash was placed in a third party escrow, and is subject to certain vesting and forfeiture conditions applicable to certain key continuing employees over a three-year period from the closing. This will be accounted for as a compensation arrangement and expensed over the three-year vesting period. | |||||||||||||||||
The cash portion of the consideration was funded by a combination of cash from Lending Club and proceeds from a debt financing and Series F preferred stock financing (see Note 10 – Term Loan and Note 11 – Stockholders’ Equity—Convertible Preferred Stock). | |||||||||||||||||
We have completed the allocation of the purchase price to acquired assets and liabilities with the exception of finalizing the determination of certain contingent liabilities and the finalization of a revenue refund liability, any deferred tax asset or liability and the net working capital balance as of the acquisition date. The preliminary purchase price allocation is as follows (in thousands): | |||||||||||||||||
Fair Value | |||||||||||||||||
Assets: | |||||||||||||||||
Cash | $ | 2,256 | |||||||||||||||
Restricted cash | 1,581 | ||||||||||||||||
Property, equipment and software | 367 | ||||||||||||||||
Other assets | 512 | ||||||||||||||||
Identified intangible assets | 40,200 | ||||||||||||||||
Goodwill | 72,679 | ||||||||||||||||
Liabilities: | |||||||||||||||||
Accounts payable | 239 | ||||||||||||||||
Accrued expenses and other liabilities | 5,449 | ||||||||||||||||
Total purchase consideration | $ | 111,907 | |||||||||||||||
The goodwill balance is primarily attributed to expected operational synergies, the assembled workforce, and the future development initiatives of the assembled workforce. Goodwill is expected to be deductible for U.S. income tax purposes. | |||||||||||||||||
The amounts of revenue and earnings(losses) of Springstone included in the Company’s condensed consolidated statement of operations from the acquisition date of April 17, 2014 to June 30, 2014 were $4.7 million and $(1.7) million, respectively. We have recognized acquisition-related costs of $1.1 million and $2.3 million for the three and six months ended June 30, 2014, respectively and have reported this in general and administrative expense. We did not recognize acquisition-related costs for the three and six months ended June 30, 2013. | |||||||||||||||||
The following pro forma financial information summarizes the combined results of operations for the Company and Springstone, as though the companies were combined as of January 1, 2013. These pro forma results have been prepared for comparative purposes only and do not purport to be indicative of the results of operations which would have resulted had the acquisition occurred as of January 1, 2013, nor is it indicative of future operating results. The pro forma results presented include interest expense on the debt financing, amortization of acquired intangible assets and compensation expense related to the post-acquisition compensation arrangements entered into with the continuing employees (in thousands): | |||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Total Net Revenue | $ | 48,720 | $ | 24,851 | $ | 92,234 | $ | 44,462 | |||||||||
Net Loss (1) | $ | (7,470 | ) | $ | (1,889 | ) | $ | (15,178 | ) | $ | (14,766 | ) | |||||
Basic net loss per share attributable to common stockholders | $ | (0.26 | ) | $ | (0.08 | ) | $ | (0.53 | ) | $ | (0.60 | ) | |||||
Diluted net loss per share attributable to common stockholders | $ | (0.26 | ) | $ | (0.08 | ) | $ | (0.53 | ) | $ | (0.60 | ) | |||||
(1) | Net loss for the six months ended June 30, 2013 includes $8.6 million of one-time acquistion-related costs and compensation expenses. |
Goodwill_and_Other_Intangible_
Goodwill and Other Intangible Assets | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Goodwill and Other Intangible Assets | ' | ||||||||||||||||
8. Goodwill and Other Intangible Assets | |||||||||||||||||
Goodwill | |||||||||||||||||
Goodwill consisted of the following (in thousands): | |||||||||||||||||
Balance at December 31, 2013 | $ | — | |||||||||||||||
Acquisition of Springstone | 72,679 | ||||||||||||||||
Balance at June 30, 2014 | $ | 72,679 | |||||||||||||||
There was no impairment of goodwill during both the three and six months ended June 30, 2014. | |||||||||||||||||
Intangible Assets | |||||||||||||||||
Intangible assets as of June 30, 2014 are as follows (in thousands): | |||||||||||||||||
June 30, 2014 | |||||||||||||||||
Gross | Accumulated | Net | Remaining | ||||||||||||||
Carrying Value | Amortization | Carrying Value | Useful Life | ||||||||||||||
Customer relationships | $ | 39,500 | $ | (1,066 | ) | $ | 38,434 | 13.8 | |||||||||
Technology | 400 | (27 | ) | 373 | 2.8 | ||||||||||||
Brand name | 300 | (30 | ) | 270 | 1.8 | ||||||||||||
Total intangible assets subject to amortization | $ | 40,200 | $ | (1,123 | ) | $ | 39,077 | 13.6 | |||||||||
The customer relationships intangible asset is being amortized on an accelerated basis over a 14 year period. The technology and brand name intangible assets are being amortized on a straight line basis over 3 and 2 year periods, respectively. Amortization expense associated with intangible assets for both the three and six months ended June 30, 2014 was $1.1 million. | |||||||||||||||||
The expected future amortization expense for intangible assets as of June 30, 2014 is as follows (in thousands): | |||||||||||||||||
Remainder of 2014 | $ | 1,652 | |||||||||||||||
2015 | 5,533 | ||||||||||||||||
2016 | 4,779 | ||||||||||||||||
2017 | 4,265 | ||||||||||||||||
2018 | 3,856 | ||||||||||||||||
Thereafter | 18,992 | ||||||||||||||||
Total | $ | 39,077 | |||||||||||||||
Accrued_Expenses_and_Other_Lia
Accrued Expenses and Other Liabilities | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Accrued Expenses and Other Liabilities | ' | ||||||||
9. Accrued Expenses and Other Liabilities | |||||||||
Accrued expenses and other liabilities consist of the following (in thousands): | |||||||||
June 30, 2014 | December 31, 2013 | ||||||||
Accrued compensation | $ | 5,741 | $ | 5,243 | |||||
Accrued service fees | 4,441 | 2,057 | |||||||
Loan servicing liability at fair value | 2,736 | 936 | |||||||
Contingent liabilities | 1,830 | — | |||||||
Deferred rent | 959 | 653 | |||||||
Deferred tax liability | 640 | — | |||||||
Transaction fee refund reserve | 522 | — | |||||||
Other accrued expenses | 646 | 239 | |||||||
Total accrued expenses and other liabilities | $ | 17,515 | $ | 9,128 | |||||
Term_Loan
Term Loan | 6 Months Ended | ||||
Jun. 30, 2014 | |||||
Term Loan | ' | ||||
10. Term Loan | |||||
In connection with the Springstone acquisition, Lending Club entered into a Credit and Guaranty Agreement (the “Credit Agreement”) with a series of banks (the “Lenders”) on April 16, 2014, under which the Lenders made a $50.0 million term loan to Lending Club (the “Term Loan”). In connection with the Credit Agreement, Lending Club entered into a Pledge and Security Agreement with Morgan Stanley Senior Funding, Inc. as Collateral Agent (the “Pledge and Security Agreement”). | |||||
The Term Loan matures on April 16, 2017 and requires principal payments of $312,500 per quarter, with the remaining then unpaid principal amount payable at maturity. The Term Loan can be prepaid at any time without premium or penalty, subject to a minimum prepayment of $1.0 million. The Term Loan is required to be prepaid in certain circumstances, including upon sales of assets other than loans and upon the issuance of debt or redeemable capital stock. | |||||
Borrowings under the Credit Agreement bear interest, which at the option of the Company may be either (a) a floating base rate tied to an underlying index plus an additional 1.25% per annum or (b) a Eurocurrency rate (for an interest period of one, two, three or six months) plus an additional 2.25% per annum (a “Eurocurrency Rate Loan”). The Term Loan was originally tied to the prime rate but was subsequently converted to a Eurocurrency rate. The weighted average interest rate on the Term Loan was 2.75% for both the three and six months ended June 30, 2014. | |||||
The Term Loan is also guaranteed by Springstone and LCA and is secured by a first priority lien and security interest in substantially all of the Company’s and its subsidiaries’ assets, subject to certain exceptions. | |||||
The Credit Agreement and Pledge and Security Agreement contain certain affirmative and negative covenants applicable to the Company and its subsidiaries. These include restrictions on the Company’s ability to make certain restricted payments, including restrictions on the Company’s ability to pay dividends, incur additional indebtedness, place liens on assets, merge or consolidate, make investments and enter into certain affiliate transactions. The Credit Agreement also requires Lending Club to maintain a maximum total leverage ratio (as defined in the Credit Agreement) of less than 5.50:1 initially, and decreasing to 3.50:1 after September 30, 2015 (on a consolidated basis). The total leverage ratio as of June 30, 2014 was 2.59. | |||||
As of June 30, 2014, the carrying value of the Term Loan was $49.5 million. At June 30, 2014, the current portion of the Term Loan was $1.2 million and the noncurrent portion of the outstanding balance was $48.3 million. We did not have a Term Loan outstanding balance at December 31, 2013. | |||||
In connection with the Term Loan, we capitalized $1.2 million of debt issuance costs. As of June 30, 2014, the net balance of debt issuance costs was $1.1 million. Interest expense on the Term Loan, including amortization of debt issuance cost, was $0.1 million during both the three and six months ended June 30, 2014. We did not have interest expense on the Term Loan for the three and six months ended June 30, 2013. | |||||
Future principal payments on the Term Loan are payable as follows (in thousands): | |||||
Remainder of 2014 | $ | 625 | |||
2015 | 1,250 | ||||
2016 | 1,250 | ||||
2017 | 46,563 | ||||
Total principal payments | 49,688 | ||||
Unamortized discount, net | (172 | ) | |||
Total | $ | 49,516 | |||
Stockholders_Equity
Stockholders' Equity | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Stockholders' Equity | ' | ||||||||
11. Stockholders’ Equity | |||||||||
Convertible Preferred Stock (in thousands, except share amounts) | |||||||||
Preferred stock is issuable in series, and the Board of Directors is authorized to determine the rights, preferences and terms of each series. The following table provides details regarding each series of preferred stock authorized by the Board of Directors. The outstanding shares of convertible preferred stock are not mandatorily redeemable. A description of the preferred stock including conversion, liquidation preference, dividends and voting rights are included in Note 9 – Stockholders’ Equity in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013, with the exception of Series F Preferred stock which is described below. | |||||||||
June 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Preferred stock, $0.01 par value; 125,307,087 and 123,235,032 total shares authorized at June 30, 2014 and December 31, 2013, respectively: | |||||||||
Series A convertible preferred stock, 33,825,798 and 34,012,550 shares designated at June 30, 2014 and December 31, 2013, respectively; 33,050,172 shares issued and outstanding at June 30, 2014 and December 31, 2013; aggregate liquidation preference of $17,599 at June 30, 2014 and December 31, 2013. | $ | 17,402 | $ | 17,402 | |||||
Series B convertible preferred stock, 32,788,650 and 32,821,052 shares designated at June 30, 2014 and December 31, 2013, respectively; 32,788,650 shares issued and outstanding at June 30, 2014 and December 31, 2013; aggregate liquidation preference of $12,268 at June 30, 2014 and December 31, 2013. | 12,164 | 12,164 | |||||||
Series C convertible preferred stock, 31,243,218 shares designated at June 30, 2014 and December 31, 2013; 31,243,218 shares issued and outstanding at June 30, 2014 and December 31, 2013; aggregate liquidation preference of $24,490 at June 30, 2014 and December 31, 2013. | 24,388 | 24,388 | |||||||
Series D convertible preferred stock, 18,015,356 shares designated at June 30, 2014 and December 31, 2013; 18,015,356 shares issued and outstanding at June 30, 2014 and December 31, 2013; aggregate liquidation preference of $32,044 at June 30, 2014 and December 31, 2013. | 31,943 | 31,943 | |||||||
Series E convertible preferred stock, 5,000,000 and 7,142,856 shares designated at June 30, 2014 and December 31, 2013, respectively; 5,000,000 shares issued and outstanding at June 30, 2014 and December 31, 2013; aggregate liquidation preference of $17,500 at June 30, 2014 and December 31, 2013. | 17,347 | 17,347 | |||||||
Series F convertible preferred stock, 4,434,065 shares designated at June 30, 2014; 4,417,243 shares issued and outstanding at June 30, 2014; aggregate liquidation preference of $89,858 at June 30, 2014. | 89,661 | — | |||||||
Subtotal | $ | 192,905 | $ | 103,244 | |||||
Unamortized compensation associated with Series F convertible preferred stock | (19,231 | ) | — | ||||||
Total Preferred Stock | $ | 173,674 | $ | 103,244 | |||||
In connection with the Acquisition, Lending Club sold an aggregate of 3,195,278 shares of its Series F Preferred Stock, par value $0.01 per share (the “Financing Shares”) for aggregate gross proceeds of approximately $65.0 million, pursuant to a Series F Preferred Stock Purchase Agreement (the “Preferred Stock Purchase Agreement”). Lending Club sold the Financing Shares pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended; all investors in the Preferred Stock Financing were “accredited investors” (as defined under Rule 501 of Regulation D) and Lending Club made no general solicitation for the sale of the Financing Shares. The Financing Shares are convertible into shares of Lending Club common stock, par value $0.01 per share, on a one-for-one basis, as adjusted from time to time pursuant to the anti-dilution provisions of the Lending Club Restated Certificate of Incorporation. | |||||||||
As part of the Acquisition, the sellers received $25 million worth of Series F Preferred Stock (the “Share Consideration”). A portion of the Share Consideration ($22.1 million) is subject to certain vesting and forfeiture conditions over a three-year period for key continuing employees. This is accounted for as a compensation arrangement and expensed over the three-year vesting period. For the three months ended June 30, 2014, we recognized $2.9 million of compensation expense which is reported in general and administrative expenses related to this arrangement. | |||||||||
At June 30, 2014, we have 761,376 shares of convertible preferred Series A stock warrants authorized and reserved for future issuance. Convertible preferred Series A stock warrants are fully exercisable with exercise prices of $0.5325 or $0.5350 per share. The warrants may be exercised at any time on or before August 2018. | |||||||||
Common Stock | |||||||||
At June 30, 2014, we have shares of common stock authorized and reserved for future issuance as follows: | |||||||||
Options to purchase common stock | 27,401,307 | ||||||||
Options available for future issuance | 2,335,498 | ||||||||
Common stock warrants | 139,788 | ||||||||
Total common stock authorized and reserved for future issuance | 29,876,593 | ||||||||
During the six months ended June 30, 2014, 2,056,177 stock options were exercised in exchange for proceeds of $2.2 million upon the exercise of stock options. During the six months ended June 30, 2014, we issued 125,568 common shares for proceeds of $0.1 million upon the exercise of common stock warrants. Common stock warrants are fully exercisable with exercise prices of $0.005 to $0.785 per share. |
StockBased_Compensation_and_Ot
Stock-Based Compensation and Other Employee Benefit Plans | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Stock-Based Compensation and Other Employee Benefit Plans | ' | ||||||||||||||||
12. Stock-Based Compensation and Other Employee Benefit Plans | |||||||||||||||||
Stock Incentive Plan | |||||||||||||||||
We recognized $5.5 million and $0.9 million of stock-based compensation expense related to stock options for the three months ended June 30, 2014 and 2013, respectively. We recognized $12.5 million and $1.4 million of stock-based compensation expense related to stock options for the six months ended June 30, 2014 and 2013, respectively. Included in the three and six months ended June 30, 2014, stock-based compensation was $3.0 million of expense for the accelerated vesting of stock options for a terminated employee that was accounted for as a stock option modification. As of June 30, 2014, total unrecognized compensation cost was approximately $96.7 million and these costs are expected to be recognized over the next 3.8 years. | |||||||||||||||||
For the six months ended June 30, 2014, we granted service-based stock options to purchase 8,525,686 shares of common stock with a weighted average exercise price of $11.29 per share, a weighted average grant date fair value of $8.19 per share and an aggregate estimated fair value of approximately $73.5 million. | |||||||||||||||||
For the six months ended June 30, 2013, we granted service-based stock options to purchase 3,133,500 shares of common stock with a weighted average exercise price of $2.91 per share, a weighted average grant date fair value of $1.71 per share and a total estimated fair value of approximately $10.6 million. | |||||||||||||||||
We used the Black-Scholes option pricing model to estimate the fair value of stock options granted with the following assumptions: | |||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Assumed forfeiture rate (annual %) | 5 | % | 5 | % | 5 | % | 5 | % | |||||||||
Expected dividend yield | 0 | % | 0 | % | 0 | % | 0 | % | |||||||||
Weighted average assumed stock price volatility | 52.4 | % | 63.5 | % | 54.3 | % | 63.5 | % | |||||||||
Weighted average risk-free rate | 1.94 | % | 1.1 | % | 1.91 | % | 1.1 | % | |||||||||
Weighted average expected life (years) | 6.26 | 6.25 | 6.37 | 6.25 | |||||||||||||
Options activity under the Option Plan for the six months ended June 30, 2014 is summarized as follows: | |||||||||||||||||
Options Outstanding | |||||||||||||||||
Number of | Weighted- | Weighted-Average | Aggregate Intrinsic | ||||||||||||||
Shares | Average | Remaining | Value | ||||||||||||||
Exercise Price | Contractual Life (in | ||||||||||||||||
Per Share | years) | ||||||||||||||||
Outstanding at December 31, 2013 | 21,657,364 | $ | 1.88 | ||||||||||||||
Options Granted | 8,525,686 | $ | 11.29 | ||||||||||||||
Options Exercised | (2,056,177 | ) | $ | 1.07 | |||||||||||||
Options Forfeited/Expired | (725,566 | ) | $ | 4.49 | |||||||||||||
Outstanding at June 30, 2014 | 27,401,307 | $ | 4.8 | 8.33 | $ | 425,816,311 | |||||||||||
Vested and expected to vest at June 30, 2014 | 25,890,428 | $ | 4.6 | 8.28 | $ | 407,515,337 | |||||||||||
Exercisable at June 30, 2014 | 9,164,318 | $ | 0.82 | 6.84 | $ | 178,887,487 | |||||||||||
401(k) Plan | |||||||||||||||||
We maintain a 401(k) defined contribution plan that covers substantially all of our employees. Participants may elect to contribute their annual compensation up to the maximum limit allowed by federal tax law. In the second quarter of 2014, management approved an employer 401(k) match of up to 3% of an employee’s eligible compensation with a maximum annual match of $5,000 per employee. Total 401(k) match expense for both the three and six months ended June 30, 2014 was $0.4 million. For the fiscal year 2014 401(k) match, the match will be retroactively applied to employees’ eligible contributions from January 1, 2014. |
Income_Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2014 | |
Income Taxes | ' |
13. Income Taxes | |
For the three and six months ended June 30, 2014, we recorded $0.6 million of provision for income taxes. The $0.6 million of tax expense relates to the amortization of tax deductible goodwill from the Acquisition which gives rise to an indefinite-lived deferred tax liability. There was no income tax benefit recorded on the pre-tax loss due to an increase in deferred tax asset valuation allowance. The Company recorded a net provision of $0.1 million for income taxes for the three and six months ended June 30, 2013. | |
Management assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to utilize the existing deferred tax assets. On the basis of this evaluation, a full valuation allowance has been recorded to recognize only deferred tax assets that are more likely than not to be realized. | |
At December 31, 2013, we had federal and state net operating loss (“NOL”) carry forwards of approximately $43.9 million and $40.7 million, respectively, to offset future taxable income. These federal and state net operating loss carry forwards will begin expiring in 2027 and 2016, respectively. Additionally, at December 31, 2013, we had federal and state research and development (“R&D”) tax credit carry forwards of approximately $0.6 million and $0.5 million, respectively. The federal credit carry forwards will begin expiring in 2016 and the state credits may be carried forward indefinitely. | |
In general, a corporation’s ability to utilize its NOL and R&D carryforwards may be substantially limited due to ownership changes that may have occurred or that could occur in the future, as required by Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), as well as similar state provisions. These ownership changes may limit the amount of NOL and R&D credit carryforwards that can be utilized annually to offset future taxable income and tax, respectively. In general, an “ownership change,” as defined by Section 382 of the Code, results from a transaction or series of transactions over a three-year period resulting in an ownership change of more than 50 percent of the capital (as defined) of a company by certain stockholders or public groups. | |
Due to the nature of the unrecognized tax benefits and the existence of tax attributes, we have not accrued any interest or penalties associated with unrecognized tax benefits in the condensed consolidated statement of operations nor have we recognized a liability in the condensed consolidated balance sheet. | |
We do not believe the total amount of unrecognized tax benefit as of June 30, 2014, will increase or decrease significantly in the next twelve months. |
Net_Income_Loss_Attributable_t
Net Income (Loss) Attributable to Common Stockholders | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Net Income (Loss) Attributable to Common Stockholders | ' | ||||||||||||||||
14. Net Income (Loss) Attributable to Common Stockholders | |||||||||||||||||
Basic earnings (loss) per share (“EPS”) is the amount of earnings available to each share of common stock outstanding during the reporting period. Diluted EPS is the amount of earnings available to each share of common stock outstanding during the reporting period adjusted to include the effect of potentially dilutive common shares. Potentially dilutive common shares include incremental shares issued for stock options, convertible preferred stock and warrants. Potentially dilutive common shares are excluded from the computation of dilutive EPS in periods in which the effect would be antidilutive. | |||||||||||||||||
We calculate EPS using the two-class method. The two-class method allocates earnings that otherwise would have been available to common shareholders to holders of participating securities. We consider all series of our convertible preferred stock to be participating securities due to their non-cumulative dividend rights. As such, earnings allocated to these participating securities, which include participation rights in undistributed earnings (see Note 11– Stockholders’ Equity), are subtracted from net income to determine total undistributed earnings to be allocated to common stockholders. All participating securities are excluded from basic weighted-average common shares outstanding. | |||||||||||||||||
The following table details the computation of the basic and diluted net loss per share (in thousands, except share and per share data): | |||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Net (loss) income | $ | (9,187 | ) | $ | 1,697 | $ | (16,486 | ) | $ | 1,737 | |||||||
Less: Earnings allocated to participating securities (1) | $ | — | $ | (1,697 | ) | $ | — | $ | (1,737 | ) | |||||||
Net loss available to common shareholders after required adjustments for the calculation of basic and diluted earnings per common share | $ | (9,187 | ) | $ | — | $ | (16,486 | ) | $ | — | |||||||
Basic weighted average common shares outstanding | 28,985,590 | 25,117,624 | 28,451,564 | 24,471,528 | |||||||||||||
Weighted average effect of dilutive securities: | |||||||||||||||||
Stock Options | — | 11,750,364 | — | 12,574,948 | |||||||||||||
Warrants | — | 831,900 | — | 862,168 | |||||||||||||
Diluted weighted average common shares outstanding | 28,985,590 | 37,699,888 | 28,451,564 | 37,908,644 | |||||||||||||
Loss per common share | |||||||||||||||||
Basic | $ | (0.32 | ) | $ | — | $ | (0.58 | ) | $ | — | |||||||
Diluted | $ | (0.32 | ) | $ | — | $ | (0.58 | ) | $ | — | |||||||
-1 | In a period with net income, both earnings and dividends (if any) are allocated to participating securities. In a period with a net loss, only dividends (if any) are allocated to participating securities. |
Related_Party_Transactions
Related Party Transactions | 6 Months Ended | ||||||||||
Jun. 30, 2014 | |||||||||||
Related Party Transactions | ' | ||||||||||
15. Related Party Transactions | |||||||||||
Several of our executive officers and directors (including their immediate family members) have opened investor accounts with us, made deposits and withdrawals to their accounts and purchased notes and certificates. All note and certificate purchases made by related parties were transacted on terms and conditions that were not more favorable than those obtained by other investors. | |||||||||||
The following table summarizes deposits and withdrawals made by related parties whose transactions totaled $120,000 or more for the six months ended June 30, 2014 and 2013 (in thousands): | |||||||||||
Six Months Ended June 30, | |||||||||||
2014 | |||||||||||
Related Party | Role | Deposits | Withdrawals | ||||||||
Daniel Ciporin | Director | $ | 500 | $ | 41 | ||||||
John J. Mack | Director | 450 | 69 | ||||||||
Larry Summers | Director | 200 | — | ||||||||
Total | $ | 1,150 | $ | 110 | |||||||
Six Months Ended June 30, | |||||||||||
2013 | |||||||||||
Related Party | Role | Deposits | Withdrawals | ||||||||
Daniel Ciporin | Director | $ | 600 | $ | 51 | ||||||
Jeffrey Crowe | Director | 400 | — | ||||||||
John J. Mack | Director | 5 | 144 | ||||||||
Larry Summers | Director | 363 | — | ||||||||
Total | $ | 1,368 | $ | 195 | |||||||
Commitments_and_Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2014 | |
Commitments and Contingencies | ' |
16. Commitments and Contingencies | |
Operating Lease Commitments | |
We have operating lease agreements for space at 71 Stevenson Street in San Francisco, California, where our corporate headquarters are located. These leases expire in June 30, 2019 with a renewal option that would extend the leases for five years. We also have an operating lease agreement for space in Westborough, Massachusetts where Springstone is headquartered. This lease expires in January 31, 2020 with a renewal option that would extend the lease for five years. | |
Total facilities rental expense for the three and six months ended June 30, 2014 was $0.9 million and $1.6 million, respectively. Total facilities rental expense for the three and six months ended June 30, 2013 was $0.4 million and $0.8 million, respectively. We did not have any sublease rental expense for the three and six months ended June 31, 2014. Sublease rental expense for the three and six months ended June 30, 2013 was $0.2 million and $0.4 million, respectively. Minimum rental expense for the three and six months ended June 30, 2014 was $0.8 million and $1.4 million, respectively. Minimum rental expense for the three and six months ended June 30, 2013 was $0.3 million and $0.6 million, respectively. As part of these lease agreements, we currently have pledged $0.2 million of cash and arranged for a $0.2 million letter of credit as security deposits. | |
Loan Funding Commitments | |
For loans listed on the platform as a result of direct marketing efforts, the Company has committed to invest in such loans if investors do not provide funding for all or a portion of such loans. At June 30, 2014, there were 427 such loans on the platform with an unfunded balance of $4.4 million. All of these loans were fully funded by investors by July 3, 2014. | |
In connection with transitional activities related to the Acquisition, in June 2014 we entered into a contingent loan purchase agreement with an issuing bank that originates loans facilitated by Springstone and a third party investor that has agreed to purchase certain of those loans from such bank (“Contingent Loan Purchase Commitment”). The Contingent Loan Purchase Commitment provides that the Company will purchase such loans from the bank if the third party investor defaults on its loan purchase obligations to the bank through December 31, 2014. The Contingent Loan Purchase Commitment limits the aggregate amount of such loan originations from inception of the Contingent Loan Purchase Commitment through December 31, 2014 to a maximum of $5.0 million. As of June 30, 2014, the amount remaining under the overall limit on the cumulative amount of such loan originations through December 31, 2014 was $3.6 million. We were not required to purchase any such loans pursuant to the Contingent Loan Purchase Commitment in the quarter ended June 30, 2014. The Company does not expect we will be required to purchase any such loans under the Contingent Loan Purchase Commitment through its expiration on December 31, 2014. | |
Credit Support Agreement | |
We are subject to a credit support agreement with a Certificate investor. The credit support agreement requires us to pledge and restrict cash in support of this contingent obligation to reimburse the investor for credit losses on loans underlying the investor’s Certificate, that are in excess of a specified, aggregate loss threshold. The amount of cash to be pledged varies based on the investor’s Certificate purchase volume and cannot exceed $5.0 million. As of June 30, 2014, cash of $3.4 million was pledged and restricted to support this contingent obligation. The amount pledged and restricted to support this contingent obligation has not changed since July 31, 2013. | |
As of June 30, 2014, the credit losses pertaining to the investor’s Certificate have not exceeded the specified threshold, nor are future credit losses expected to exceed the specified threshold, and thus no liability has been recorded. If losses related to the credit support agreement are later determined to be probable to occur and are reasonably estimable, results of operations could be affected in the period in which such losses are recorded. | |
Legal | |
We may be subject to legal matters and regulatory actions in the ordinary course of business. Certain of these matters are described below. | |
In the second quarter of 2014, the Company offered to settle a dispute with a consultant that previously performed work for the Company. The Company offered the claimant a certain number of the Company’s common shares and cash consideration. Since part of this offer was in the form of the Company’s common shares, the Company valued the liability based on an estimated price of the common shares at June 30, 2014. If such offer is accepted by the claimant, the shares will be valued on the date of such agreement. | |
Separately, during the second quarter of 2014, the Company received notice from the California Employment Development Department (“EDD”) that it had commenced an examination of the Company’s records concerning the employment relationship of certain individuals who performed services for the Company from 2011 through 2014. Based on the EDD’s preliminary determination, certain of these individuals should have been classified as employees with appropriate tax withholding and employer related taxes incurred and paid. The Company continues to evaluate a submission of a settlement offer to the EDD or whether it will pursue an appeal of any final notice of assessment that the EDD may levy against the Company with respect to misclassified individuals. | |
Additionally, during the second quarter of 2014, a previous employee asserted a claim of wrongful termination. The Company offered to settle this claim during the second quarter of 2014. | |
In connection with these matters, the Company recorded a charge in the second quarter of 2014 to operations in the aggregate amount of $1.8 million to establish a liability. This aggregate amount represents the Company’s probable estimate of tax and settlement liabilities. The ultimate liability for such matters could differ from the accrued liability at June 30, 2014. As of June 30, 2014, the Company estimates the aggregate range of reasonably possible losses in excess of any amounts accrued for these matters as of such date, to be up to approximately $0.7 million. | |
The Company received a Civil Investigative Demand from the Consumer Financial Protection Bureau dated June 5, 2014 related to the operations of Springstone. The purpose of the investigation is to determine whether the Springstone is engaging in unlawful acts or practices in connection with the marketing, issuance, and servicing of installment loans for healthcare related financing. The Company continues to be in the fact-finding stage related to this matter, and as such, we have concluded that as of June 30, 2014, there are no probable or estimable losses related to this matter. | |
In addition to the foregoing, the Company may be subject to legal proceedings and regulatory actions in the ordinary course of business. After consultation with legal counsel, the Company does not anticipate that the ultimate liability, if any, arising out of any such matter will have a material effect on its financial condition, results of operations or cash flows. |
Subsequent_Event
Subsequent Event | 6 Months Ended |
Jun. 30, 2014 | |
Subsequent Event | ' |
17. Subsequent Event | |
On August 12, 2014, the Company entered into a lease agreement to lease additional office space at its corporate headquarters. The lease agreement commences over time starting in the fourth quarter of 2014. However, the lease commencement date for the majority of the space is expected to be in the third quarter of 2015. The lease has a term of 7 years. The annual lease payments for this additional lease are approximately $1.7 million. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2014 | |
Goodwill and Intangible Assets | ' |
Goodwill and Intangible Assets | |
Goodwill represents the fair value of acquired businesses in excess of the fair value of the individually identified net assets acquired. Goodwill is not amortized but is tested for impairment annually or whenever indications of impairment exist. Our annual impairment testing date is April 1. We can elect to qualitatively assess goodwill for impairment if it is more likely than not that the fair value of a reporting unit (defined as business for which financial information is available and reviewed regularly by management) exceeds its carrying value. A qualitative assessment may consider macroeconomic and other industry-specific factors, such as trends in short-term and long-term interest rates and the ability to access capital, or company specific factors such as market capitalization in excess of net assets, trends in revenue generating activities and merger or acquisition activity. | |
If we elect to bypass qualitatively assessing goodwill, or it is not more likely than not that the fair value of a reporting unit exceeds its carrying value, management will estimate the fair values of our reporting units and compare them to their carrying values. The estimated fair values of the reporting units will generally be established using an income approach based on a discounted cash flow model or a market approach which compares each reporting unit to comparable companies in their respective industries. | |
Intangible assets are amortized over their useful lives in a manner that best reflects their economic benefit. Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. We do not have any indefinite-lived intangible assets. | |
Servicing Asset/Liability | ' |
Servicing Asset/Liability | |
For whole loans sold to unrelated third party purchasers with servicing retained, we use a discounted cash flow model to estimate the fair value of the loan servicing asset or liability which considers the contractual servicing fee revenue we earn on the sold loans, an estimated market servicing rate to service such loans, the current principal balances of the loans and projected servicing revenues over the remaining terms of the loans. We record servicing assets and liabilities at their estimated fair values at the time the loans are sold. Changes in the estimated fair value of servicing assets and liabilities are reported in “Servicing Fees” in the period in which the change occurs. Servicing assets and liabilities are recorded in “Other Assets” and “Accrued Expenses and Other Liabilities”, respectively, on the condensed consolidated balance sheets. |
Fair_Value_of_Financial_Instru2
Fair Value of Financial Instruments Measured at Fair Value (Tables) | 6 Months Ended | |||||||||||||||||||||||||
Jun. 30, 2014 | ||||||||||||||||||||||||||
Fair Values of Loans, Notes and Certificates and Servicing Assets and Liabilities | ' | |||||||||||||||||||||||||
We determined the fair values of loans, notes and certificates and servicing assets and liabilities using inputs and methods that are categorized in the fair value hierarchy, as follows (in thousands): | ||||||||||||||||||||||||||
Level 1 Inputs | Level 2 Inputs | Level 3 Inputs | Fair Value | |||||||||||||||||||||||
June 30, 2014 | ||||||||||||||||||||||||||
Assets | ||||||||||||||||||||||||||
Loans | $ | — | $ | — | $ | 2,326,202 | $ | 2,326,202 | ||||||||||||||||||
Servicing asset | — | — | 1,034 | 1,034 | ||||||||||||||||||||||
Total Assets | $ | — | $ | — | $ | 2,327,236 | $ | 2,327,236 | ||||||||||||||||||
Liabilities | ||||||||||||||||||||||||||
Notes and certificates | $ | — | $ | — | $ | 2,336,595 | $ | 2,336,595 | ||||||||||||||||||
Servicing liability | — | — | 2,736 | 2,736 | ||||||||||||||||||||||
Total Liabilities | $ | — | $ | — | $ | 2,339,331 | $ | 2,339,331 | ||||||||||||||||||
December 31, 2013 | ||||||||||||||||||||||||||
Assets | ||||||||||||||||||||||||||
Loans | $ | — | $ | — | $ | 1,829,042 | $ | 1,829,042 | ||||||||||||||||||
Servicing asset | — | — | 534 | 534 | ||||||||||||||||||||||
Total Assets | $ | — | $ | — | $ | 1,829,576 | $ | 1,829,576 | ||||||||||||||||||
Liabilities | ||||||||||||||||||||||||||
Notes and certificates | $ | — | $ | — | $ | 1,839,990 | $ | 1,839,990 | ||||||||||||||||||
Servicing liability | — | — | 936 | 936 | ||||||||||||||||||||||
Total Liabilities | $ | — | $ | — | $ | 1,840,926 | $ | 1,840,926 | ||||||||||||||||||
Loans and Notes and Certificates | ' | |||||||||||||||||||||||||
At June 30, 2014 and December 31, 2013, loans and notes and certificates (in thousands) were: | ||||||||||||||||||||||||||
Loans | Notes and Certificates | |||||||||||||||||||||||||
June 30, 2014 | December 31, 2013 | June 30, 2014 | December 31, 2013 | |||||||||||||||||||||||
Aggregate principal balance outstanding | $ | 2,351,515 | $ | 1,849,042 | $ | 2,361,902 | $ | 1,859,982 | ||||||||||||||||||
Fair value adjustments | (25,313 | ) | (20,000 | ) | (25,307 | ) | (19,992 | ) | ||||||||||||||||||
Fair Value | $ | 2,326,202 | $ | 1,829,042 | $ | 2,336,595 | $ | 1,839,990 | ||||||||||||||||||
Quantitative Information about Significant Unobservable Inputs Used for Fair Value Measurements | ' | |||||||||||||||||||||||||
The following table presents quantitative information about the significant unobservable inputs used for our Level 3 fair value measurements at June 30, 2014 and December 31, 2013: | ||||||||||||||||||||||||||
June 30, 2014 | December 31, 2013 | |||||||||||||||||||||||||
Range of Inputs | Range of Inputs | |||||||||||||||||||||||||
Unobservable Input | Minimum | Maximum | Minimum | Maximum | ||||||||||||||||||||||
Loans, notes & certificates and servicing asset/liability | Discount rate | 5.60% | 17.00% | 5.90% | 15.90% | |||||||||||||||||||||
Loans, notes & certificates and servicing asset/liability | Net cumulative expected loss | 2.00% | 21.90% | 2.10% | 23.70% | |||||||||||||||||||||
Servicing asset/liability | Market servicing rate | 0.50% | 0.50% | 0.40% | 0.40% | |||||||||||||||||||||
(% per annum on loan | ||||||||||||||||||||||||||
balance) | ||||||||||||||||||||||||||
Loans, Notes and Certificates | ' | |||||||||||||||||||||||||
Additional Information about Level 3 Measured at Fair Value on Recurring Basis | ' | |||||||||||||||||||||||||
The following table presents additional information about Level 3 loans, notes and certificates measured at fair value on a recurring basis for the six months ended June 30, 2014 (in thousands): | ||||||||||||||||||||||||||
Loans | Notes and | |||||||||||||||||||||||||
Certificates | ||||||||||||||||||||||||||
Fair value at December 31, 2013 | $ | 1,829,042 | $ | 1,839,990 | ||||||||||||||||||||||
Purchases of loans | 1,634,260 | — | ||||||||||||||||||||||||
Issuances of notes and certificates | — | 1,001,976 | ||||||||||||||||||||||||
Principal payments | (451,403 | ) | (451,699 | ) | ||||||||||||||||||||||
Whole loan sales | (631,959 | ) | — | |||||||||||||||||||||||
Recoveries and sales of charged-off loans | (2,584 | ) | (2,564 | ) | ||||||||||||||||||||||
Carrying value before fair value adjustments | 2,377,356 | 2,387,703 | ||||||||||||||||||||||||
Fair value adjustments, included in earnings | (51,154 | ) | (51,108 | ) | ||||||||||||||||||||||
Fair value at June 30, 2014 | $ | 2,326,202 | $ | 2,336,595 | ||||||||||||||||||||||
Servicing Asset/Liability | ' | |||||||||||||||||||||||||
Additional Information about Level 3 Measured at Fair Value on Recurring Basis | ' | |||||||||||||||||||||||||
The following table presents additional information about Level 3 servicing assets and liabilities measured at fair value on a recurring basis for the six months ended June 30, 2014 (in thousands): | ||||||||||||||||||||||||||
Servicing | Servicing | |||||||||||||||||||||||||
Assets | Liabilities | |||||||||||||||||||||||||
Fair value at December 31, 2013 | $ | 534 | $ | 936 | ||||||||||||||||||||||
Additions | 1,159 | 1,655 | ||||||||||||||||||||||||
Changes in fair value due to: | ||||||||||||||||||||||||||
Realization of expected cash flows | (286 | ) | (560 | ) | ||||||||||||||||||||||
Changes in market inputs or assumptions used in the valuation model | (373 | ) | 705 | |||||||||||||||||||||||
Fair value at June 30, 2014 | $ | 1,034 | $ | 2,736 | ||||||||||||||||||||||
Property_Equipment_and_Softwar1
Property, Equipment and Software, net (Tables) | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Property, Equipment and Software | ' | ||||||||
Property, equipment and software consist of the following (in thousands): | |||||||||
June 30, 2014 | December 31, 2013 | ||||||||
Internally developed software | $ | 8,926 | $ | 4,188 | |||||
Computer equipment | 6,291 | 4,019 | |||||||
Leasehold improvements | 3,931 | 2,700 | |||||||
Software | 2,262 | 913 | |||||||
Furniture and fixtures | 1,912 | 836 | |||||||
Construction in progress | 493 | 1,978 | |||||||
Other | — | 26 | |||||||
Total property, equipment and software | 23,815 | 14,660 | |||||||
Accumulated depreciation and amortization | (4,395 | ) | (2,065 | ) | |||||
Property, equipment and software, net | $ | 19,420 | $ | 12,595 | |||||
Other_Assets_Tables
Other Assets (Tables) | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Other Assets | ' | ||||||||
Other assets consist of the following (in thousands): | |||||||||
June 30, 2014 | December 31, 2013 | ||||||||
Prepaid expenses | $ | 3,666 | $ | 3,546 | |||||
Prepaid compensation | 3,281 | — | |||||||
Accounts receivable | 1,496 | 439 | |||||||
Debt issuance costs, net | 1,092 | — | |||||||
Loan servicing assets at fair value | 1,034 | 534 | |||||||
Receivable from investors | 536 | 18,116 | |||||||
Tenant improvement receivable | 376 | 504 | |||||||
Deposits | 216 | 193 | |||||||
Other | 488 | 589 | |||||||
Total other assets | $ | 12,185 | $ | 23,921 | |||||
Springstone_Acquisition_Tables
Springstone Acquisition (Tables) | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Preliminary Purchase Price Allocation | ' | ||||||||||||||||
The preliminary purchase price allocation is as follows (in thousands): | |||||||||||||||||
Fair Value | |||||||||||||||||
Assets: | |||||||||||||||||
Cash | $ | 2,256 | |||||||||||||||
Restricted cash | 1,581 | ||||||||||||||||
Property, equipment and software | 367 | ||||||||||||||||
Other assets | 512 | ||||||||||||||||
Identified intangible assets | 40,200 | ||||||||||||||||
Goodwill | 72,679 | ||||||||||||||||
Liabilities: | |||||||||||||||||
Accounts payable | 239 | ||||||||||||||||
Accrued expenses and other liabilities | 5,449 | ||||||||||||||||
Total purchase consideration | $ | 111,907 | |||||||||||||||
Summary of Pro Forma Financial Information | ' | ||||||||||||||||
The pro forma results presented include interest expense on the debt financing, amortization of acquired intangible assets and compensation expense related to the post-acquisition compensation arrangements entered into with the continuing employees (in thousands): | |||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Total Net Revenue | $ | 48,720 | $ | 24,851 | $ | 92,234 | $ | 44,462 | |||||||||
Net Loss (1) | $ | (7,470 | ) | $ | (1,889 | ) | $ | (15,178 | ) | $ | (14,766 | ) | |||||
Basic net loss per share attributable to common stockholders | $ | (0.26 | ) | $ | (0.08 | ) | $ | (0.53 | ) | $ | (0.60 | ) | |||||
Diluted net loss per share attributable to common stockholders | $ | (0.26 | ) | $ | (0.08 | ) | $ | (0.53 | ) | $ | (0.60 | ) | |||||
(1) | Net loss for the six months ended June 30, 2013 includes $8.6 million of one-time acquistion-related costs and compensation expenses. |
Goodwill_and_Other_Intangible_1
Goodwill and Other Intangible Assets (Tables) | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Schedule of Goodwill | ' | ||||||||||||||||
Goodwill consisted of the following (in thousands): | |||||||||||||||||
Balance at December 31, 2013 | $ | — | |||||||||||||||
Acquisition of Springstone | 72,679 | ||||||||||||||||
Balance at June 30, 2014 | $ | 72,679 | |||||||||||||||
Schedule of Intangible Assets | ' | ||||||||||||||||
Intangible assets as of June 30, 2014 are as follows (in thousands): | |||||||||||||||||
June 30, 2014 | |||||||||||||||||
Gross | Accumulated | Net | Remaining | ||||||||||||||
Carrying Value | Amortization | Carrying Value | Useful Life | ||||||||||||||
Customer relationships | $ | 39,500 | $ | (1,066 | ) | $ | 38,434 | 13.8 | |||||||||
Technology | 400 | (27 | ) | 373 | 2.8 | ||||||||||||
Brand name | 300 | (30 | ) | 270 | 1.8 | ||||||||||||
Total intangible assets subject to amortization | $ | 40,200 | $ | (1,123 | ) | $ | 39,077 | 13.6 | |||||||||
Schedule of Expected Future Amortization Expense for Intangible Assets | ' | ||||||||||||||||
The expected future amortization expense for intangible assets as of June 30, 2014 is as follows (in thousands): | |||||||||||||||||
Remainder of 2014 | $ | 1,652 | |||||||||||||||
2015 | 5,533 | ||||||||||||||||
2016 | 4,779 | ||||||||||||||||
2017 | 4,265 | ||||||||||||||||
2018 | 3,856 | ||||||||||||||||
Thereafter | 18,992 | ||||||||||||||||
Total | $ | 39,077 | |||||||||||||||
Accrued_Expenses_and_Other_Lia1
Accrued Expenses and Other Liabilities (Tables) | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Accrued Expenses and Other Liabilities | ' | ||||||||
Accrued expenses and other liabilities consist of the following (in thousands): | |||||||||
June 30, 2014 | December 31, 2013 | ||||||||
Accrued compensation | $ | 5,741 | $ | 5,243 | |||||
Accrued service fees | 4,441 | 2,057 | |||||||
Loan servicing liability at fair value | 2,736 | 936 | |||||||
Contingent liabilities | 1,830 | — | |||||||
Deferred rent | 959 | 653 | |||||||
Deferred tax liability | 640 | — | |||||||
Transaction fee refund reserve | 522 | — | |||||||
Other accrued expenses | 646 | 239 | |||||||
Total accrued expenses and other liabilities | $ | 17,515 | $ | 9,128 | |||||
Term_Loan_Tables
Term Loan (Tables) | 6 Months Ended | ||||
Jun. 30, 2014 | |||||
Schedule of Future Principal Payments on the Term Loan | ' | ||||
Future principal payments on the Term Loan are payable as follows (in thousands): | |||||
Remainder of 2014 | $ | 625 | |||
2015 | 1,250 | ||||
2016 | 1,250 | ||||
2017 | 46,563 | ||||
Total principal payments | 49,688 | ||||
Unamortized discount, net | (172 | ) | |||
Total | $ | 49,516 | |||
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Convertible Preferred Stock | ' | ||||||||
Convertible Preferred Stock (in thousands, except share amounts) | |||||||||
June 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Preferred stock, $0.01 par value; 125,307,087 and 123,235,032 total shares authorized at June 30, 2014 and December 31, 2013, respectively: | |||||||||
Series A convertible preferred stock, 33,825,798 and 34,012,550 shares designated at June 30, 2014 and December 31, 2013, respectively; 33,050,172 shares issued and outstanding at June 30, 2014 and December 31, 2013; aggregate liquidation preference of $17,599 at June 30, 2014 and December 31, 2013. | $ | 17,402 | $ | 17,402 | |||||
Series B convertible preferred stock, 32,788,650 and 32,821,052 shares designated at June 30, 2014 and December 31, 2013, respectively; 32,788,650 shares issued and outstanding at June 30, 2014 and December 31, 2013; aggregate liquidation preference of $12,268 at June 30, 2014 and December 31, 2013. | 12,164 | 12,164 | |||||||
Series C convertible preferred stock, 31,243,218 shares designated at June 30, 2014 and December 31, 2013; 31,243,218 shares issued and outstanding at June 30, 2014 and December 31, 2013; aggregate liquidation preference of $24,490 at June 30, 2014 and December 31, 2013. | 24,388 | 24,388 | |||||||
Series D convertible preferred stock, 18,015,356 shares designated at June 30, 2014 and December 31, 2013; 18,015,356 shares issued and outstanding at June 30, 2014 and December 31, 2013; aggregate liquidation preference of $32,044 at June 30, 2014 and December 31, 2013. | 31,943 | 31,943 | |||||||
Series E convertible preferred stock, 5,000,000 and 7,142,856 shares designated at June 30, 2014 and December 31, 2013, respectively; 5,000,000 shares issued and outstanding at June 30, 2014 and December 31, 2013; aggregate liquidation preference of $17,500 at June 30, 2014 and December 31, 2013. | 17,347 | 17,347 | |||||||
Series F convertible preferred stock, 4,434,065 shares designated at June 30, 2014; 4,417,243 shares issued and outstanding at June 30, 2014; aggregate liquidation preference of $89,858 at June 30, 2014. | 89,661 | — | |||||||
Subtotal | $ | 192,905 | $ | 103,244 | |||||
Unamortized compensation associated with Series F convertible preferred stock | (19,231 | ) | — | ||||||
Total Preferred Stock | $ | 173,674 | $ | 103,244 | |||||
Shares of Common Stock Authorized and Reserved for Future Issuance | ' | ||||||||
At June 30, 2014, we have shares of common stock authorized and reserved for future issuance as follows: | |||||||||
Options to purchase common stock | 27,401,307 | ||||||||
Options available for future issuance | 2,335,498 | ||||||||
Common stock warrants | 139,788 | ||||||||
Total common stock authorized and reserved for future issuance | 29,876,593 | ||||||||
StockBased_Compensation_and_Ot1
Stock-Based Compensation and Other Employee Benefit Plans (Tables) | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Black-Scholes Option Pricing Model to Estimate Fair Value of Stock Options Granted | ' | ||||||||||||||||
We used the Black-Scholes option pricing model to estimate the fair value of stock options granted with the following assumptions: | |||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Assumed forfeiture rate (annual %) | 5 | % | 5 | % | 5 | % | 5 | % | |||||||||
Expected dividend yield | 0 | % | 0 | % | 0 | % | 0 | % | |||||||||
Weighted average assumed stock price volatility | 52.4 | % | 63.5 | % | 54.3 | % | 63.5 | % | |||||||||
Weighted average risk-free rate | 1.94 | % | 1.1 | % | 1.91 | % | 1.1 | % | |||||||||
Weighted average expected life (years) | 6.26 | 6.25 | 6.37 | 6.25 | |||||||||||||
Options Activity Under Option Plan | ' | ||||||||||||||||
Options activity under the Option Plan for the six months ended June 30, 2014 is summarized as follows: | |||||||||||||||||
Options Outstanding | |||||||||||||||||
Number of | Weighted- | Weighted-Average | Aggregate Intrinsic | ||||||||||||||
Shares | Average | Remaining | Value | ||||||||||||||
Exercise Price | Contractual Life (in | ||||||||||||||||
Per Share | years) | ||||||||||||||||
Outstanding at December 31, 2013 | 21,657,364 | $ | 1.88 | ||||||||||||||
Options Granted | 8,525,686 | $ | 11.29 | ||||||||||||||
Options Exercised | (2,056,177 | ) | $ | 1.07 | |||||||||||||
Options Forfeited/Expired | (725,566 | ) | $ | 4.49 | |||||||||||||
Outstanding at June 30, 2014 | 27,401,307 | $ | 4.8 | 8.33 | $ | 425,816,311 | |||||||||||
Vested and expected to vest at June 30, 2014 | 25,890,428 | $ | 4.6 | 8.28 | $ | 407,515,337 | |||||||||||
Exercisable at June 30, 2014 | 9,164,318 | $ | 0.82 | 6.84 | $ | 178,887,487 | |||||||||||
Net_Income_Loss_Attributable_t1
Net Income (Loss) Attributable to Common Stockholders (Tables) | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Basic and Diluted Net Loss per Share | ' | ||||||||||||||||
The following table details the computation of the basic and diluted net loss per share (in thousands, except share and per share data): | |||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Net (loss) income | $ | (9,187 | ) | $ | 1,697 | $ | (16,486 | ) | $ | 1,737 | |||||||
Less: Earnings allocated to participating securities (1) | $ | — | $ | (1,697 | ) | $ | — | $ | (1,737 | ) | |||||||
Net loss available to common shareholders after required adjustments for the calculation of basic and diluted earnings per common share | $ | (9,187 | ) | $ | — | $ | (16,486 | ) | $ | — | |||||||
Basic weighted average common shares outstanding | 28,985,590 | 25,117,624 | 28,451,564 | 24,471,528 | |||||||||||||
Weighted average effect of dilutive securities: | |||||||||||||||||
Stock Options | — | 11,750,364 | — | 12,574,948 | |||||||||||||
Warrants | — | 831,900 | — | 862,168 | |||||||||||||
Diluted weighted average common shares outstanding | 28,985,590 | 37,699,888 | 28,451,564 | 37,908,644 | |||||||||||||
Loss per common share | |||||||||||||||||
Basic | $ | (0.32 | ) | $ | — | $ | (0.58 | ) | $ | — | |||||||
Diluted | $ | (0.32 | ) | $ | — | $ | (0.58 | ) | $ | — | |||||||
-1 | In a period with net income, both earnings and dividends (if any) are allocated to participating securities. In a period with a net loss, only dividends (if any) are allocated to participating securities. |
Related_Party_Transactions_Tab
Related Party Transactions (Tables) | 6 Months Ended | ||||||||||
Jun. 30, 2014 | |||||||||||
Summary of Deposits and Withdrawals Made by Related Parties | ' | ||||||||||
The following table summarizes deposits and withdrawals made by related parties whose transactions totaled $120,000 or more for the six months ended June 30, 2014 and 2013 (in thousands): | |||||||||||
Six Months Ended June 30, | |||||||||||
2014 | |||||||||||
Related Party | Role | Deposits | Withdrawals | ||||||||
Daniel Ciporin | Director | $ | 500 | $ | 41 | ||||||
John J. Mack | Director | 450 | 69 | ||||||||
Larry Summers | Director | 200 | — | ||||||||
Total | $ | 1,150 | $ | 110 | |||||||
Six Months Ended June 30, | |||||||||||
2013 | |||||||||||
Related Party | Role | Deposits | Withdrawals | ||||||||
Daniel Ciporin | Director | $ | 600 | $ | 51 | ||||||
Jeffrey Crowe | Director | 400 | — | ||||||||
John J. Mack | Director | 5 | 144 | ||||||||
Larry Summers | Director | 363 | — | ||||||||
Total | $ | 1,368 | $ | 195 | |||||||
Basis_of_Presentation_Addition
Basis of Presentation - Additional Information (Detail) | 0 Months Ended |
Apr. 15, 2014 | |
Organization and Summary of Significant Accounting Policies Disclosure [Line Items] | ' |
Shares outstanding, equity stock split ratio | 2 |
Fair_Values_of_Loans_Notes_and
Fair Values of Loans, Notes and Certificates and Servicing Assets and Liabilities (Detail) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Loans | $2,326,202 | $1,829,042 |
Servicing asset | 1,034 | 534 |
Total Assets | 2,327,236 | 1,829,576 |
Notes and certificates | 2,336,595 | 1,839,990 |
Servicing liability | 2,736 | 936 |
Total Liabilities | 2,339,331 | 1,840,926 |
Fair Value, Inputs, Level 3 | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Loans | 2,326,202 | 1,829,042 |
Servicing asset | 1,034 | 534 |
Total Assets | 2,327,236 | 1,829,576 |
Notes and certificates | 2,336,595 | 1,839,990 |
Servicing liability | 2,736 | 936 |
Total Liabilities | $2,339,331 | $1,840,926 |
Loans_and_Notes_and_Certificat
Loans and Notes and Certificates (Detail) (USD $) | 6 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Jun. 30, 2014 | Dec. 31, 2013 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' |
Fair Value | $2,326,202 | $1,829,042 |
Fair Value | 2,336,595 | 1,839,990 |
Fair Value, Measurements, Recurring | Loans at Fair Value | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' |
Principal amount of loan before fair value adjustment | 2,351,515 | 1,849,042 |
Fair value adjustments | -25,313 | -20,000 |
Fair Value | 2,326,202 | 1,829,042 |
Fair Value, Measurements, Recurring | Notes And Certificates At Fair Value | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' |
Principal amount of notes and certificates before fair value adjustment | 2,361,902 | 1,859,982 |
Fair value adjustments | -25,307 | -19,992 |
Fair Value | $2,336,595 | $1,839,990 |
Quantitative_Information_about
Quantitative Information about Significant Unobservable Inputs Used for Fair Value Measurements (Detail) (Fair Value, Inputs, Level 3) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2014 | Dec. 31, 2013 | |
Minimum | Loans, Notes & Certificates and Servicing Asset/Liability | ' | ' |
Fair Value Inputs [Abstract] | ' | ' |
Discount rate | 5.60% | 5.90% |
Net cumulative expected loss | 2.00% | 2.10% |
Minimum | Servicing Asset/Liability | ' | ' |
Fair Value Inputs [Abstract] | ' | ' |
Market servicing rate (% per annum on loan balance) | 0.50% | 0.40% |
Maximum | Loans, Notes & Certificates and Servicing Asset/Liability | ' | ' |
Fair Value Inputs [Abstract] | ' | ' |
Discount rate | 17.00% | 15.90% |
Net cumulative expected loss | 21.90% | 23.70% |
Maximum | Servicing Asset/Liability | ' | ' |
Fair Value Inputs [Abstract] | ' | ' |
Market servicing rate (% per annum on loan balance) | 0.50% | 0.40% |
Additional_Information_about_L
Additional Information about Loans, Notes and Certificates Measured at Fair Value on Recurring Basis (Detail) (USD $) | 6 Months Ended |
In Thousands, unless otherwise specified | Jun. 30, 2014 |
Assets and Liabilities At Fair Value On Recurring Basis [Line Items] | ' |
Loans, Fair value at December 31, 2013 | $1,829,042 |
Loans, Purchases of loans | 1,634,260 |
Loans, Issuances of notes and certificates | ' |
Loans, Principal payments | -451,403 |
Loans, Whole loan sales | -631,959 |
Loans, Recoveries and sales of charged-off loans | -2,584 |
Loans, Carrying value before fair value adjustments | 2,377,356 |
Loans, Fair value adjustments, included in earnings | -51,154 |
Loans, Fair value at June 30, 2014 | 2,326,202 |
Notes and Certificates, Fair value at December 31, 2013 | 1,839,990 |
Notes and Certificates, Purchases of loans | ' |
Notes and Certificates, Issuances of notes and certificates | 1,001,976 |
Notes and Certificates, Principal payments | -451,699 |
Notes and Certificates, Whole loan sales | ' |
Notes and Certificates, Recoveries and sales of charged-off loans | -2,564 |
Notes and Certificates, Carrying value before fair value adjustments | 2,387,703 |
Notes and Certificates, Fair value adjustments, included in earnings | -51,108 |
Notes and Certificates, Fair value at June 30, 2014 | $2,336,595 |
Fair_Value_of_Financial_Instru3
Fair Value of Financial Instruments Measured at Fair Value - Additional Information (Detail) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 |
In Millions, unless otherwise specified | Loan | Loan | Notes And Certificates At Fair Value | Notes And Certificates At Fair Value | Notes And Certificates At Fair Value | Loan Servicing Rights | Loan Servicing Rights | Loan Servicing Rights |
Scenario 1 | Scenario 2 | Scenario 1 | Scenario 2 | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Notes and certificates term | ' | ' | ' | '12 months | '60 months | ' | '36 months | '60 months |
Notes and certificates, payment frequency | ' | ' | 'Monthly | ' | ' | 'Monthly | ' | ' |
Notes and certificates, fixed interest rate minimum | ' | ' | 5.42% | ' | ' | 6.00% | ' | ' |
Notes and certificates, fixed interest rate maximum | ' | ' | 29.90% | ' | ' | 26.06% | ' | ' |
Notes and certificates, maturity date description | ' | ' | 'Various maturity dates through June 2019. | ' | ' | 'Various maturity dates through June 2019 | ' | ' |
Number of loans, 90 days or more past due | 1,032 | 989 | ' | ' | ' | ' | ' | ' |
Financing receivable recorded investment equal to greater than 90 days past due | $11.90 | $10.20 | ' | ' | ' | ' | ' | ' |
Aggregate adverse fair value adjustments 90 days or more past due | 10.9 | 9.1 | ' | ' | ' | ' | ' | ' |
Fair value of financing receivable held as assets 90 days or more past due | 1 | 1.1 | ' | ' | ' | ' | ' | ' |
Number of loans, over 120 days past due | 42 | 111 | ' | ' | ' | ' | ' | ' |
Financing receivable recorded investment equal to over 120 days past due | 0.5 | 1.1 | ' | ' | ' | ' | ' | ' |
Aggregate adverse fair value adjustments 120 days or more past due | 0.4 | 0.9 | ' | ' | ' | ' | ' | ' |
Fair value of financing receivable held as assets over 120 days past due | $0.10 | $0.20 | ' | ' | ' | ' | ' | ' |
Additional_Information_about_S
Additional Information about Servicing Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 |
In Thousands, unless otherwise specified | Fair Value, Measurements, Recurring | ||
Servicing Asset at Fair Value, Amount [Roll Forward] | ' | ' | ' |
Servicing Assets, Fair value at December 31, 2013 | $1,034 | $534 | $534 |
Servicing Assets, Additions | ' | ' | 1,159 |
Servicing Assets, Changes in fair value due to: | ' | ' | ' |
Servicing Assets, Realization of expected cash flows | ' | ' | -286 |
Servicing Assets, Changes in market inputs or assumptions used in the valuation model | ' | ' | -373 |
Servicing Assets, Fair value at June 30, 2014 | 1,034 | 534 | 1,034 |
Servicing Liabilities, Fair value at December 31, 2013 | 2,736 | 936 | 936 |
Servicing Liabilities, Additions | ' | ' | 1,655 |
Servicing Liabilities, Changes in fair value due to: | ' | ' | ' |
Servicing Liabilities, Realization of expected cash flows | ' | ' | -560 |
Servicing Liabilities, Changes in market inputs or assumptions used in the valuation model | ' | ' | 705 |
Servicing Liabilities, Fair value at June 30, 2014 | $2,736 | $936 | $2,736 |
Property_Equipment_and_Softwar2
Property, Equipment and Software (Detail) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Property, Plant and Equipment [Line Items] | ' | ' |
Internally developed software | $8,926 | $4,188 |
Computer equipment | 6,291 | 4,019 |
Leasehold improvements | 3,931 | 2,700 |
Software | 2,262 | 913 |
Furniture and fixtures | 1,912 | 836 |
Construction in progress | 493 | 1,978 |
Other | ' | 26 |
Total property, equipment and software | 23,815 | 14,660 |
Accumulated depreciation and amortization | -4,395 | -2,065 |
Property, equipment and software, net | $19,420 | $12,595 |
Property_Equipment_and_Softwar3
Property, Equipment and Software, net - Additional Information (Detail) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Property, Plant and Equipment [Line Items] | ' | ' | ' | ' |
Depreciation and amortization expense | ' | ' | $3,463 | $495 |
Property, Equipment and Software | ' | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' | ' |
Depreciation and amortization expense | $1,300 | $300 | $2,300 | $500 |
Other_Assets_Detail
Other Assets (Detail) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Other Assets [Line Items] | ' | ' |
Other assets | $12,185 | $23,921 |
Prepaid Expenses | ' | ' |
Other Assets [Line Items] | ' | ' |
Other assets | 3,666 | 3,546 |
Prepaid Compensation | ' | ' |
Other Assets [Line Items] | ' | ' |
Other assets | 3,281 | ' |
Accounts Receivable | ' | ' |
Other Assets [Line Items] | ' | ' |
Other assets | 1,496 | 439 |
Debt Issuance Costs, Net [Member] | ' | ' |
Other Assets [Line Items] | ' | ' |
Other assets | 1,092 | ' |
Loan Servicing Assets at Fair Value | ' | ' |
Other Assets [Line Items] | ' | ' |
Other assets | 1,034 | 534 |
Receivable from Investors | ' | ' |
Other Assets [Line Items] | ' | ' |
Other assets | 536 | 18,116 |
Tenant Improvement Receivable | ' | ' |
Other Assets [Line Items] | ' | ' |
Other assets | 376 | 504 |
Deposits | ' | ' |
Other Assets [Line Items] | ' | ' |
Other assets | 216 | 193 |
Other | ' | ' |
Other Assets [Line Items] | ' | ' |
Other assets | $488 | $589 |
Springstone_Acquisition_Additi
Springstone Acquisition - Additional Information (Detail) (USD $) | 3 Months Ended | 6 Months Ended | 0 Months Ended | 3 Months Ended | 6 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Apr. 17, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2013 | Apr. 17, 2014 | Jun. 30, 2014 | Apr. 17, 2014 | Aug. 01, 2014 | |
Springstone Financial, Llc | Springstone Financial, Llc | Springstone Financial, Llc | Springstone Financial, Llc | Springstone Financial, Llc | Springstone Financial, Llc | Springstone Financial, Llc | Springstone Financial, Llc | |||||
Series F Convertible Preferred Stock | Series F Convertible Preferred Stock | Subsequent Event | ||||||||||
ServiceProvider | ||||||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business acquisition, date of acquisition | ' | ' | ' | ' | ' | ' | 17-Apr-14 | ' | ' | ' | ' | ' |
Business acquisition, name of acquired entity | ' | ' | ' | ' | ' | ' | 'Springstone | ' | ' | ' | ' | ' |
Business acquisition, percentage of voting interests acquired | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | ' | ' | ' |
Business acquisition, description of acquired entity | ' | ' | ' | ' | ' | ' | 'Springstone facilitates financing options for consumers looking to finance education or private medical expenses through an active network of over 3,300 aggregate schools and healthcare providers, as of August 1, 2014 on behalf of two issuing banks. Springstone earns fee revenue from providers for facilitating loans to their customers and/or transaction fees from the issuing banks. | ' | ' | ' | ' | ' |
Network of school and health care providers | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,300 |
Business acquisition, cash consideration | ' | ' | ' | ' | $113,000,000 | ' | ' | ' | ' | ' | ' | ' |
Business acquisition, shares consideration | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25,000,000 | ' |
Acquisition related costs reported in general and administrative expense | 1,100,000 | 0 | 2,300,000 | 0 | 2,400,000 | ' | ' | 8,600,000 | ' | ' | ' | ' |
Business acquisition, purchase price of acquired entity | ' | ' | ' | ' | 111,900,000 | ' | ' | ' | ' | ' | ' | ' |
Business acquisition, amount of cash paid | ' | ' | ' | ' | 109,100,000 | ' | ' | ' | ' | ' | ' | ' |
Business acquisition, amount of cash paid for shares | ' | ' | ' | ' | 2,800,000 | ' | ' | ' | ' | ' | ' | ' |
Business acquisition, additional consideration | ' | ' | ' | ' | ' | ' | ' | ' | 25,600,000 | ' | ' | ' |
Business acquisition, additional amount of shares consideration | ' | ' | ' | ' | ' | ' | ' | ' | 22,100,000 | ' | ' | ' |
Business acquisition, cash consideration | ' | ' | ' | ' | ' | ' | ' | ' | 3,500,000 | ' | ' | ' |
Vesting period for compensation arrangement | ' | ' | ' | ' | '3 years | ' | ' | ' | ' | '3 years | ' | ' |
Revenue | 48,225,000 | 20,839,000 | 86,943,000 | 37,090,000 | ' | 4,700,000 | ' | ' | ' | ' | ' | ' |
Earnings | ($9,187,000) | $1,697,000 | ($16,486,000) | $1,737,000 | ' | ($1,700,000) | ' | ' | ' | ' | ' | ' |
Preliminary_Purchase_Price_All
Preliminary Purchase Price Allocation (Detail) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | Apr. 17, 2014 |
In Thousands, unless otherwise specified | Springstone Financial, Llc | ||
Assets: | ' | ' | ' |
Cash | ' | ' | $2,256 |
Restricted cash | ' | ' | 1,581 |
Property, equipment and software | ' | ' | 367 |
Other assets | ' | ' | 512 |
Identified intangible assets | ' | ' | 40,200 |
Goodwill | 72,679 | 0 | 72,679 |
Liabilities: | ' | ' | ' |
Accounts payable | ' | ' | 239 |
Accrued expenses and other liabilities | ' | ' | 5,449 |
Total purchase consideration | ' | ' | $111,907 |
Summary_of_Pro_Forma_Financial
Summary of Pro Forma Financial Information (Detail) (Springstone Financial, Llc, USD $) | 3 Months Ended | 6 Months Ended | ||||||
In Thousands, except Per Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | ||||
Springstone Financial, Llc | ' | ' | ' | ' | ||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ' | ' | ' | ' | ||||
Total Net Revenue | $48,720 | $24,851 | $92,234 | $44,462 | ||||
Net Loss | ($7,470) | [1] | ($1,889) | [1] | ($15,178) | [1] | ($14,766) | [1] |
Basic net loss per share attributable to common stockholders | ($0.26) | ($0.08) | ($0.53) | ($0.60) | ||||
Diluted net loss per share attributable to common stockholders | ($0.26) | ($0.08) | ($0.53) | ($0.60) | ||||
[1] | Net loss for the six months ended June 30, 2013 includes $2.3 million of one-time acquistion-related costs. |
Summary_of_Pro_Forma_Financial1
Summary of Pro Forma Financial Information (Parenthetical) (Detail) (USD $) | 3 Months Ended | 6 Months Ended | 0 Months Ended | 6 Months Ended | ||
In Millions, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Apr. 17, 2014 | Jun. 30, 2013 |
Springstone Financial, Llc | Springstone Financial, Llc | |||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ' | ' | ' | ' | ' | ' |
One-time acquisition-related costs and compensation expenses | $1.10 | $0 | $2.30 | $0 | $2.40 | $8.60 |
Schedule_of_Goodwill_Detail
Schedule of Goodwill (Detail) (USD $) | 6 Months Ended |
In Thousands, unless otherwise specified | Jun. 30, 2014 |
Goodwill [Line Items] | ' |
Beginning balance | $0 |
Acquisition of Springstone | 72,679 |
Ending balance | $72,679 |
Goodwill_and_Other_Intangible_2
Goodwill and Other Intangible Assets - Additional Information (Detail) (USD $) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2014 | Jun. 30, 2014 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ' |
Impairment of goodwill | $0 | $0 |
Amortization expense | $1,100,000 | $1,100,000 |
Customer Relationships | ' | ' |
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ' |
Intangible assets, amortized period | ' | '14 years |
Technology | ' | ' |
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ' |
Intangible assets, amortized period | ' | '3 years |
Brand Name | ' | ' |
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ' |
Intangible assets, amortized period | ' | '2 years |
Schedule_of_Intangible_Assets_
Schedule of Intangible Assets (Detail) (USD $) | 6 Months Ended |
In Thousands, unless otherwise specified | Jun. 30, 2014 |
Finite-Lived Intangible Assets [Line Items] | ' |
Gross Carrying Value | $40,200 |
Accumulated Amortization | -1,123 |
Net Carrying Value | 39,077 |
Remaining Useful Life | '13 years 7 months 6 days |
Customer Relationships | ' |
Finite-Lived Intangible Assets [Line Items] | ' |
Gross Carrying Value | 39,500 |
Accumulated Amortization | -1,066 |
Net Carrying Value | 38,434 |
Remaining Useful Life | '13 years 9 months 18 days |
Technology | ' |
Finite-Lived Intangible Assets [Line Items] | ' |
Gross Carrying Value | 400 |
Accumulated Amortization | -27 |
Net Carrying Value | 373 |
Remaining Useful Life | '2 years 9 months 18 days |
Brand Name | ' |
Finite-Lived Intangible Assets [Line Items] | ' |
Gross Carrying Value | 300 |
Accumulated Amortization | -30 |
Net Carrying Value | $270 |
Remaining Useful Life | '1 year 9 months 18 days |
Schedule_of_Expected_Future_Am
Schedule of Expected Future Amortization Expense for Intangible Assets (Detail) (USD $) | Jun. 30, 2014 |
In Thousands, unless otherwise specified | |
Finite-Lived Intangible Assets [Line Items] | ' |
Remainder of 2014 | $1,652 |
2015 | 5,533 |
2016 | 4,779 |
2017 | 4,265 |
2018 | 3,856 |
Thereafter | 18,992 |
Net Carrying Value | $39,077 |
Accrued_Expenses_and_Other_Lia2
Accrued Expenses and Other Liabilities (Detail) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Schedule of Accrued Liabilities [Line Items] | ' | ' |
Accrued compensation | $5,741 | $5,243 |
Accrued service fees | 4,441 | 2,057 |
Loan servicing liability at fair value | 2,736 | 936 |
Contingent liabilities | 1,830 | ' |
Deferred rent | 959 | 653 |
Deferred tax liability | 640 | ' |
Transaction fee refund reserve | 522 | ' |
Other accrued expenses | 646 | 239 |
Total accrued expenses and other liabilities | $17,515 | $9,128 |
Term_Loan_Additional_Informati
Term Loan - Additional Information (Detail) (USD $) | 3 Months Ended | 6 Months Ended | 6 Months Ended | 6 Months Ended | |||||||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Apr. 16, 2014 | |
30-Sep-15 | Floating Base Rate | Eurocurrency Rate | Maximum | Term Loan | Term Loan | ||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount of Term Loan | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $50,000,000 |
Credit agreement issuance date | ' | ' | ' | ' | ' | ' | ' | ' | ' | 16-Apr-14 | ' |
Term Loan, maturity date | ' | ' | 16-Apr-17 | ' | ' | ' | ' | ' | ' | ' | ' |
Term Loan, requires quarterly principal payments | 312,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Term Loan, payment frequency | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'Per Quarter | ' |
Term Loan can be prepaid at any time without premium or penalty, subject to a minimum prepayment | ' | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Term loan, weighted average interest rate | 2.75% | ' | 2.75% | ' | ' | ' | ' | ' | ' | ' | ' |
Borrowings interest rate description | ' | ' | 'Borrowings under the Credit Agreement bear interest, which at the option of the Company may be either (a) a floating base rate tied to an underlying index plus an additional 1.25% per annum or (b) a Eurocurrency rate (for an interest period of one, two, three or six months) plus an additional 2.25% per annum (a "Eurocurrency Rate Loan"). | ' | ' | ' | ' | ' | ' | ' | ' |
Borrowings interest rate | ' | ' | ' | ' | ' | ' | 1.25% | 2.25% | ' | ' | ' |
Leverage ratio | 2.59% | ' | 2.59% | ' | ' | 350.00% | ' | ' | 550.00% | ' | ' |
Effective date of decrease in leverage ratio | ' | ' | ' | ' | ' | 30-Sep-15 | ' | ' | ' | ' | ' |
Agreement description | ' | ' | 'The Credit Agreement and Pledge and Security Agreement contain certain affirmative and negative covenants applicable to the Company and its subsidiaries. These include restrictions on the Companybs ability to make certain restricted payments, including restrictions on the Companybs ability to pay dividends, incur additional indebtedness, place liens on assets, merge or consolidate, make investments and enter into certain affiliate transactions. The Credit Agreement also requires Lending Club to maintain a maximum total leverage ratio (as defined in the Credit Agreement) of less than 5.50:1 initially, and decreasing to 3.50:1 after September 30, 2015 (on a consolidated basis). The total leverage ratio as of June 30, 2014 was 2.59. | ' | ' | ' | ' | ' | ' | ' | ' |
Term loan | 49,516,000 | ' | 49,516,000 | ' | 0 | ' | ' | ' | ' | ' | ' |
Term loan, outstanding current portion | 1,200,000 | ' | 1,200,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Term loan, noncurrent portion of the outstanding balance | 48,300,000 | ' | 48,300,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Debt issuance cost, capitalized | ' | ' | 1,200,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Debt issuance cost, net balance | 1,100,000 | ' | 1,100,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Interest expense including debt issuance cost | $100,000 | $0 | $100,000 | $0 | ' | ' | ' | ' | ' | ' | ' |
Schedule_of_Future_Principal_P
Schedule of Future Principal Payments on the Term Loan (Detail) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Schedule Of Long Term Debt Maturities [Line Items] | ' | ' |
Remainder of 2014 | $625 | ' |
2015 | 1,250 | ' |
2016 | 1,250 | ' |
2017 | 46,563 | ' |
Total principal payments | 49,688 | ' |
Unamortized discount, net | -172 | ' |
Total | $49,516 | $0 |
Convertible_Preferred_Stock_De
Convertible Preferred Stock (Detail) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Convertible preferred stock: | ' | ' |
Subtotal | $192,905 | $103,244 |
Preferred stock | 173,674 | 103,244 |
Series A Convertible Preferred Stock | ' | ' |
Convertible preferred stock: | ' | ' |
Preferred stock | 17,402 | 17,402 |
Series B Convertible Preferred Stock | ' | ' |
Convertible preferred stock: | ' | ' |
Preferred stock | 12,164 | 12,164 |
Series C Convertible Preferred Stock | ' | ' |
Convertible preferred stock: | ' | ' |
Preferred stock | 24,388 | 24,388 |
Series D Convertible Preferred Stock | ' | ' |
Convertible preferred stock: | ' | ' |
Preferred stock | 31,943 | 31,943 |
Series E Convertible Preferred Stock | ' | ' |
Convertible preferred stock: | ' | ' |
Preferred stock | 17,347 | 17,347 |
Series F Convertible Preferred Stock | ' | ' |
Convertible preferred stock: | ' | ' |
Unamortized compensation associated with Series F convertible preferred stock | -19,231 | ' |
Preferred stock | $89,661 | ' |
Convertible_Preferred_Stock_Pa
Convertible Preferred Stock (Parenthetical) (Detail) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Class of Stock [Line Items] | ' | ' |
Preferred stock, par value | $0.01 | $0.01 |
Total preferred stock shares authorized for issuance | 125,307,087 | 123,235,032 |
Series A Convertible Preferred Stock | ' | ' |
Class of Stock [Line Items] | ' | ' |
Convertible preferred stock, shares authorized | 33,825,798 | 34,012,550 |
Convertible preferred stock, shares issued | 33,050,172 | 33,050,172 |
Convertible preferred stock, shares outstanding | 33,050,172 | 33,050,172 |
Convertible preferred stock, aggregate liquidation preference | $17,599 | $17,599 |
Series B Convertible Preferred Stock | ' | ' |
Class of Stock [Line Items] | ' | ' |
Convertible preferred stock, shares authorized | 32,788,650 | 32,821,052 |
Convertible preferred stock, shares issued | 32,788,650 | 32,788,650 |
Convertible preferred stock, shares outstanding | 32,788,650 | 32,788,650 |
Convertible preferred stock, aggregate liquidation preference | 12,268 | 12,268 |
Series C Convertible Preferred Stock | ' | ' |
Class of Stock [Line Items] | ' | ' |
Convertible preferred stock, shares authorized | 31,243,218 | 31,243,218 |
Convertible preferred stock, shares issued | 31,243,218 | 31,243,218 |
Convertible preferred stock, shares outstanding | 31,243,218 | 31,243,218 |
Convertible preferred stock, aggregate liquidation preference | 24,490 | 24,490 |
Series D Convertible Preferred Stock | ' | ' |
Class of Stock [Line Items] | ' | ' |
Convertible preferred stock, shares authorized | 18,015,356 | 18,015,356 |
Convertible preferred stock, shares issued | 18,015,356 | 18,015,356 |
Convertible preferred stock, shares outstanding | 18,015,356 | 18,015,356 |
Convertible preferred stock, aggregate liquidation preference | 32,044 | 32,044 |
Series E Convertible Preferred Stock | ' | ' |
Class of Stock [Line Items] | ' | ' |
Convertible preferred stock, shares authorized | 5,000,000 | 7,142,856 |
Convertible preferred stock, shares issued | 5,000,000 | 5,000,000 |
Convertible preferred stock, shares outstanding | 5,000,000 | 5,000,000 |
Convertible preferred stock, aggregate liquidation preference | 17,500 | 17,500 |
Series F Convertible Preferred Stock | ' | ' |
Class of Stock [Line Items] | ' | ' |
Preferred stock, par value | $0.01 | ' |
Convertible preferred stock, shares authorized | 4,434,065 | ' |
Convertible preferred stock, shares issued | 4,417,243 | ' |
Convertible preferred stock, shares outstanding | 4,417,243 | ' |
Convertible preferred stock, aggregate liquidation preference | $89,858 | ' |
Stockholders_Equity_Additional
Stockholders' Equity - Additional Information (Detail) (USD $) | 6 Months Ended | 0 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 6 Months Ended | |||||||||
Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | Jun. 30, 2014 | Apr. 17, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Apr. 17, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | |
Common Stock | Springstone Financial, Llc | Common stock warrants | Common stock warrants | Common stock warrants | Series F Convertible Preferred Stock | Series F Convertible Preferred Stock | Series F Convertible Preferred Stock | Series F Convertible Preferred Stock | Series A Convertible Preferred Stock | Preferred Stock Warrant | Preferred Stock Warrant | ||||
Minimum | Maximum | Springstone Financial, Llc | Springstone Financial, Llc | Springstone Financial, Llc | Minimum | Maximum | |||||||||
Class of Stock [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of preferred stock issued | ' | ' | ' | ' | ' | ' | ' | ' | 3,195,278 | ' | ' | ' | ' | ' | ' |
Par value of preferred stock issued | $0.01 | ' | $0.01 | ' | ' | ' | ' | ' | $0.01 | ' | ' | ' | ' | ' | ' |
Aggregate gross proceeds from preferred stock issuance | $64,803,000 | ' | ' | ' | ' | ' | ' | ' | $65,000,000 | ' | ' | ' | ' | ' | ' |
Common stock, par value per share | $0.01 | ' | $0.01 | $0.01 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, conversion basis | ' | ' | ' | ' | ' | ' | ' | ' | 'On a one-for-one basis, as adjusted from time to time pursuant to the anti-dilution provisions of the Lending Club Restated Certificate of Incorporation. | ' | ' | ' | ' | ' | ' |
Business acquisition, shares consideration amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25,000,000 | ' | ' | ' |
Compensation arrangement subject to vesting | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 22,100,000 | ' | ' | ' |
Vesting period for compensation arrangement | ' | ' | ' | ' | '3 years | ' | ' | ' | ' | ' | '3 years | ' | ' | ' | ' |
Compensation expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,900,000 | ' | ' | ' | ' | ' |
Convertible preferred stock warrants authorized and reserved for future issuance | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 761,376 | ' | ' |
Warrants exercise price | ' | ' | ' | ' | ' | 0.005 | 0.785 | ' | ' | ' | ' | ' | ' | 0.5325 | 0.535 |
Warrants exercisable expiration date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '2018-08 | ' | ' |
Stock options exercised | 2,056,177 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds upon the exercise of stock options | 2,198,000 | 571,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares issued from exercise of common stock warrant | 29,675,065 | ' | 27,493,320 | ' | ' | ' | ' | 125,568 | ' | ' | ' | ' | ' | ' | ' |
Proceeds from common stock warrant exercises | $90,000 | $247,000 | ' | ' | ' | ' | ' | $100,000 | ' | ' | ' | ' | ' | ' | ' |
Shares_of_Common_Stock_Authori
Shares of Common Stock Authorized and Reserved for Future Issuance (Detail) | Jun. 30, 2014 |
Class of Stock [Line Items] | ' |
Options to purchase common stock | 25,890,428 |
Total common stock authorized and reserved for future issuance | 29,876,593 |
Stock Options | ' |
Class of Stock [Line Items] | ' |
Options to purchase common stock | 27,401,307 |
Total common stock authorized and reserved for future issuance | 2,335,498 |
Common stock warrants | ' |
Class of Stock [Line Items] | ' |
Total common stock authorized and reserved for future issuance | 139,788 |
StockBased_Compensation_and_Ot2
Stock-Based Compensation and Other Employee Benefit Plans - Additional Information (Detail) (USD $) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Expense related to accelerated vesting of stock options | $3,000,000 | ' | $3,000,000 | ' |
Unrecognized compensation cost | 96,700,000 | ' | 96,700,000 | ' |
Option granted to purchase of common stock | ' | ' | 8,525,686 | 3,133,500 |
Options granted, weighted average exercise price | ' | ' | $11.29 | ' |
Common stock, Weighted average grant date fair value per share | ' | ' | $8.19 | $1.71 |
Options granted, total estimated fair value | ' | ' | 73,500,000 | 10,600,000 |
Options exercisable, weighted average exercise price | $0.82 | $2.91 | $0.82 | $2.91 |
Employer 401(k) plan match to employee's eligible earnings, percentage | 3.00% | ' | ' | ' |
Employer maximum annual match per employee for 401(k) plan | 5,000 | ' | ' | ' |
Employer 401 (k) total match expense | 400,000 | ' | 400,000 | ' |
Stock Options | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Compensation expense related to stock options | $5,500,000 | $900,000 | $12,500,000 | $1,400,000 |
Unrecognized compensation cost expected period for recognition | ' | ' | '3 years 9 months 18 days | ' |
BlackScholes_Option_Pricing_Mo
Black-Scholes Option Pricing Model to Estimate Fair Value of Stock Options Granted (Detail) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ' | ' | ' | ' |
Assumed forfeiture rate (annual %) | 5.00% | 5.00% | 5.00% | 5.00% |
Expected dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Weighted average assumed stock price volatility | 52.40% | 63.50% | 54.30% | 63.50% |
Weighted average risk-free rate | 1.94% | 1.10% | 1.91% | 1.10% |
Weighted average expected life (years) | '6 years 3 months 4 days | '6 years 3 months | '6 years 4 months 13 days | '6 years 3 months |
Options_Activity_Under_Option_
Options Activity Under Option Plan (Detail) (USD $) | 6 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Balances, December 31, 2013, Number of Shares | 21,657,364 | ' |
Options Granted, Number of Shares | 8,525,686 | 3,133,500 |
Options Exercised, Number of Shares | -2,056,177 | ' |
Options Forfeited/Expired, Number of Shares | -725,566 | ' |
Balances, June 30, 2014, Number of Shares | 27,401,307 | ' |
Vested and expected to vest, June 30, 2014, Number of Shares | 25,890,428 | ' |
Exercisable, June 30, 2014, Number of Shares | 9,164,318 | ' |
Balances, December 31, 2013, Weighted Average Exercise Price Per Share | $1.88 | ' |
Options Granted, Weighted Average Exercise Price Per Share | $11.29 | ' |
Options Exercised, Weighted Average Exercise Price Per Share | $1.07 | ' |
Options Forfeited/Expired, Weighted Average Exercise Price Per Share | $4.49 | ' |
Balances, June 30, 2014, Weighted Average Exercise Price Per Share | $4.80 | ' |
Vested and expected to vest, June 30, 2014, Weighted Average Exercise Price Per Share | $4.60 | ' |
Exercisable, June 30, 2014, Weighted Average Exercise Per Share | $0.82 | $2.91 |
Outstanding at June 30, 2014, Weighted Average Remaining Contractual Life | '8 years 3 months 29 days | ' |
Vested and expected to vest, June 30, 2014, Weighted Average Remaining Contractual Life | '8 years 3 months 11 days | ' |
Exercisable, June 30, 2014, Weighted Average Remaining Contractual Life | '6 years 10 months 2 days | ' |
Outstanding at June 30, 2014, Aggregate Intrinsic Value | $425,816,311 | ' |
Vested and expected to vest, June 30, 2014, Aggregate Intrinsic Value | 407,515,337 | ' |
Exercisable, June 30, 2014, Aggregate Intrinsic Value | $178,887,487 | ' |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 3 Months Ended | 6 Months Ended | 6 Months Ended | |||||||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | |
Federal | Federal | State and Local Jurisdiction | State and Local Jurisdiction | Research and Development | Research and Development | |||||
Federal | State and Local Jurisdiction | |||||||||
Summary Of Net Deferred Tax Assets [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Provision for income taxes | $640,000 | $85,000 | $640,000 | $85,000 | ' | ' | ' | ' | ' | ' |
Net federal operating loss | ' | ' | ' | ' | ' | 43,900,000 | ' | 40,700,000 | ' | ' |
Net operating losses carry forwards, expiration year | ' | ' | ' | ' | '2027 | ' | '2016 | ' | ' | ' |
Research and development tax credit carry forward | ' | ' | ' | ' | ' | ' | ' | ' | 600,000 | 500,000 |
Valuation allowance expiry year | ' | ' | ' | ' | '2016 | ' | ' | ' | ' | ' |
Percentage of ownership change, limitations on utilization of net operating loss (NOL) and research and development (R&D) credit carry forwards | ' | ' | ' | ' | 50.00% | ' | ' | ' | ' | ' |
Ownership change test period, limitations on utilization of net operating loss (NOL) and research and development (R&D) credit carry forwards | ' | ' | ' | ' | '3 years | ' | ' | ' | ' | ' |
Accrued interest or penalties associated with unrecognized tax benefits | $0 | ' | $0 | ' | ' | ' | ' | ' | ' | ' |
Basic_and_Diluted_Net_Loss_per
Basic and Diluted Net Loss per Share (Detail) (USD $) | 3 Months Ended | 6 Months Ended | ||||
In Thousands, except Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | ||
Components Of Basic And Diluted Earning Per Share [Line Items] | ' | ' | ' | ' | ||
Net (loss) income | ($9,187) | $1,697 | ($16,486) | $1,737 | ||
Less: Earnings allocated to participating securities | ' | -1,697 | [1] | ' | -1,737 | [1] |
Net loss available to common shareholders after required adjustments for the calculation of basic and diluted earnings per common share | ($9,187) | ' | ($16,486) | ' | ||
Basic weighted average common shares outstanding | 28,985,590 | 25,117,624 | 28,451,564 | 24,471,528 | ||
Weighted average effect of dilutive securities: | ' | ' | ' | ' | ||
Stock Options | ' | 11,750,364 | ' | 12,574,948 | ||
Warrants | ' | 831,900 | ' | 862,168 | ||
Diluted weighted average common shares outstanding | 28,985,590 | 37,699,888 | 28,451,564 | 37,908,644 | ||
Loss per common share | ' | ' | ' | ' | ||
Basic | ($0.32) | ' | ($0.58) | ' | ||
Diluted | ($0.32) | ' | ($0.58) | ' | ||
[1] | In a period with net income, both earnings and dividends (if any) are allocated to participating securities. In a period with a net loss, only dividends (if any) are allocated to participating securities. |
Related_Party_Transactions_Add
Related Party Transactions - Additional Information (Detail) (Minimum, USD $) | 6 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Minimum | ' | ' |
Related Party Transaction [Line Items] | ' | ' |
Related parties transactions | $120,000 | $120,000 |
Summary_of_Deposits_and_Withdr
Summary of Deposits and Withdrawals Made by Related Parties (Detail) (Deposits and Withdrawals $120000 or More, USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 |
Related Party Transaction [Line Items] | ' | ' |
Deposits | $1,150 | $1,368 |
Withdrawals | 110 | 195 |
Daniel Ciporin - Director | ' | ' |
Related Party Transaction [Line Items] | ' | ' |
Deposits | 500 | 600 |
Withdrawals | 41 | 51 |
Jeffrey Crowe - Director | ' | ' |
Related Party Transaction [Line Items] | ' | ' |
Deposits | ' | 400 |
John J. Mack - Director | ' | ' |
Related Party Transaction [Line Items] | ' | ' |
Deposits | 450 | 5 |
Withdrawals | 69 | 144 |
Larry Summers - Director | ' | ' |
Related Party Transaction [Line Items] | ' | ' |
Deposits | $200 | $363 |
Commitments_and_Contingencies_
Commitments and Contingencies - Additional Information (Detail) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Millions, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Loan | ||||
Commitments and Contingencies [Line Items] | ' | ' | ' | ' |
Rental expense | $0.90 | $0.40 | $1.60 | $0.80 |
Sublease rental expense | 0 | 0.2 | 0 | 0.4 |
Minimum rental expense | 0.8 | 0.3 | 1.4 | 0.6 |
Security deposit made under lease agreement, cash | 0.2 | ' | 0.2 | ' |
Security deposit made under lease agreement | 0.2 | ' | 0.2 | ' |
Unfunded loan balance | 4.4 | ' | 4.4 | ' |
Number of unfunded loans | ' | ' | 427 | ' |
Remaining limit of Contingent Loan Purchase Commitment | 3.6 | ' | 3.6 | ' |
Maximum cash pledged | 5 | ' | 5 | ' |
Pledged and restricted to support contingent obligation | 3.4 | ' | 3.4 | ' |
Amount reserved for estimated tax and settlement liabilities | 1.8 | ' | 1.8 | ' |
Estimates range of possible losses in excess of amount accrued | 0.7 | ' | 0.7 | ' |
Maximum | ' | ' | ' | ' |
Commitments and Contingencies [Line Items] | ' | ' | ' | ' |
Contingent Loan Purchase Commitment limit | $5 | ' | $5 | ' |
San Francisco, California | ' | ' | ' | ' |
Commitments and Contingencies [Line Items] | ' | ' | ' | ' |
Lease agreement expiration date | ' | ' | 30-Jun-19 | ' |
Lease agreement renewal term | ' | ' | '5 years | ' |
Westborough, Massachusetts | ' | ' | ' | ' |
Commitments and Contingencies [Line Items] | ' | ' | ' | ' |
Lease agreement expiration date | ' | ' | 31-Jan-20 | ' |
Lease agreement renewal term | ' | ' | '5 years | ' |
Subsequent_Event_Additional_In
Subsequent Event - Additional Information (Detail) (USD $) | 3 Months Ended | 6 Months Ended | 0 Months Ended | ||||
In Millions, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Aug. 12, 2014 | Aug. 12, 2014 | Aug. 12, 2014 |
Subsequent Event | Subsequent Event | Subsequent Event | |||||
Minimum | Maximum | ||||||
Subsequent Event [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Lease commencement date | ' | ' | ' | ' | ' | 31-Dec-14 | 30-Sep-15 |
Lease term | ' | ' | ' | ' | '7 years | ' | ' |
Annual lease payments | $0.90 | $0.40 | $1.60 | $0.80 | $1.70 | ' | ' |