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): |
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| | 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 | | | | | | | | | | |
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Liabilities | | | | | | | | | | | | | | | | | | | | | | | | | |
Notes and certificates | | $ | — | | | $ | — | | | $ | 2,336,595 | | | $ | 2,336,595 | | | | | | | | | | |
Servicing liability | | | — | | | | — | | | | 2,736 | | | | 2,736 | | | | | | | | | | |
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Total Liabilities | | $ | — | | | $ | — | | | $ | 2,339,331 | | | $ | 2,339,331 | | | | | | | | | | |
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December 31, 2013 | | | | | | | | | | | | | | | | | | | | | | | | | |
Assets | | | | | | | | | | | | | | | | | | | | | | | | | |
Loans | | $ | — | | | $ | — | | | $ | 1,829,042 | | | $ | 1,829,042 | | | | | | | | | | |
Servicing asset | | | — | | | | — | | | | 534 | | | | 534 | | | | | | | | | | |
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Total Assets | | $ | — | | | $ | — | | | $ | 1,829,576 | | | $ | 1,829,576 | | | | | | | | | | |
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Liabilities | | | | | | | | | | | | | | | | | | | | | | | | | |
Notes and certificates | | $ | — | | | $ | — | | | $ | 1,839,990 | | | $ | 1,839,990 | | | | | | | | | | |
Servicing liability | | | — | | | | — | | | | 936 | | | | 936 | | | | | | | | | | |
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Total Liabilities | | $ | — | | | $ | — | | | $ | 1,840,926 | | | $ | 1,840,926 | | | | | | | | | | |
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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: |
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| | 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 | ) | | | | | | | | | |
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Fair Value | | $ | 2,326,202 | | | $ | 1,829,042 | | | $ | 2,336,595 | | | $ | 1,839,990 | | | | | | | | | | |
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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. |
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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: |
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| | | | 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: |
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| (i) | estimated default rate, which is an estimate of the probability of not collecting the remaining contractual principal amounts owed and, | | | | | | | | | | | | | | | | | | | | | | | |
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| (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. |
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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): |
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| | 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 | ) | | | | | | | | | | | | | | | | | |
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Carrying value before fair value adjustments | | | 2,377,356 | | | | 2,387,703 | | | | | | | | | | | | | | | | | | |
Fair value adjustments, included in earnings | | | (51,154 | ) | | | (51,108 | ) | | | | | | | | | | | | | | | | | |
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Fair value at June 30, 2014 | | $ | 2,326,202 | | | $ | 2,336,595 | | | | | | | | | | | | | | | | | | |
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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. |
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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: |
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| (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): |
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| | 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 | | | | | | | | | | | | | | | | | | |
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Fair value at June 30, 2014 | | $ | 1,034 | | | $ | 2,736 | | | | | | | | | | | | | | | | | | |
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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. |