Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2014 |
Revenue Recognition | Revenue Recognition |
Transaction Fee Revenue: Transaction fees are paid by issuing banks or service providers to us for the work we perform through our platform and Springstone’s platform. The amount of these fees is based upon the terms of the loan, including grade, rate, term and other factors. Where applicable, the transaction fees are included in the annual percentage rate calculation provided to the borrower and are subtracted from the gross loan proceeds distributed to the borrower. Our policy is to recognize transaction fee revenue subject to refunds because we can estimate refunds based on our refund experience. We record transaction fee revenue net of refunds at the origination of a loan by an issuing bank. |
Servicing Fees: Note investors, certain certificate holders and whole loan purchasers typically pay us a servicing fee on each payment received from a borrower or on the investors’ month-end principal balance of loans serviced. The servicing fee compensates us for services rendered related to managing payments from borrowers and to investors and maintaining investors’ account portfolios. We record servicing fees as a component of operating revenue when received. Servicing fees can be, and have been, modified or waived at management’s discretion. |
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Management Fees: Qualified investors can invest in investment funds managed by LC Advisors, LLC (LCA), a registered investment advisor that acts as the general partner for certain private funds and advisor to separately managed accounts. LCA charges limited partners in the investment funds a management fee payable monthly in arrears, based on a limited partner’s capital account balance at month end. LCA also earns management fees on SMAs, payable monthly in arrears, based on the month-end balances in the SMA accounts. Management fees are a component of operating revenue in the consolidated statements of operations and are recorded as earned. Management fees can be, and have been, modified or waived at the discretion of LCA. |
Other Revenue (Expense): Other revenue (expense) consists primarily of gains and losses on sales of whole loans and referral revenue earned from partner companies when customers referred by us complete specified actions with them. |
Whole Loan Sold | Whole Loan Sales |
Under loan sale agreements, we sell all of our right, title and interest in the loan. At the time of such sales, we simultaneously enter into loan service agreements under which we acquire the right to service the loans. We calculate a gain or loss on the whole loan sale, including the acquisition of servicing rights, based on the net proceeds from the whole loan sale, minus the net investment in the loans being sold. The net investment in the loans sold has been reduced or increased by applicable servicing asset or liability respectively. Gains and losses on whole loan sales previously reported in “Gain from sales of member loans” were reclassified to “Other revenue (expense)” in the consolidated statements of operations. |
Additionally, as needed, we will record a liability for significant estimated post-sale obligations or contingent obligations to the purchasers of the loans. |
From January 1, 2013 through June 30, 2013, transaction fees and direct loan origination and acquisition costs for loans that were sold to independent third-party purchasers and met the accounting requirements for a sale were deferred and included in the overall net investment in the loans purchased. Accordingly, the transaction fees for such loans were not included in transaction fee revenue and the direct loan origination costs for such loans were not included in operating expenses. A gain or loss on the whole loan sales was recorded on the sale date in “Gain from sales of member loans”. |
Effective July 1, 2013, we elected the fair value option for whole loans acquired and subsequently sold to independent third-party purchasers. Under this election, all transaction fees and all direct costs incurred in the origination process are recognized in earnings as earned or incurred and are not deferred. As such, beginning July 1, 2013, transaction fees for whole loans sold to independent third-party purchasers are included in “Transaction fees” and direct loan origination costs are included in “Origination and servicing” operating expense in the consolidated statement of operations. Gains and losses from whole loan sales are recorded in “Other revenue (expense)” in the consolidated statements of operations. |
Cash and Cash Equivalents | Cash and Cash Equivalents |
Cash and cash equivalents include unrestricted deposits with financial institutions in checking, money market and short-term certificate of deposit accounts. We consider all highly liquid investments with stated maturity dates of three months or less from the date of purchase to be cash equivalents. |
Restricted Cash | Restricted Cash |
Restricted cash consists primarily of certain checking, money market and certificate of deposit accounts that are: (i) pledged to or held in escrow by our correspondent banks as security for transactions processed on or related to our platform; (ii) pledged through a credit support agreement with a certificate holder or (iii) received from investors but not yet applied to their accounts on the platform and transferred to segregated bank accounts that hold investors’ funds. |
Fair Value of Assets and Liabilities | Fair Value of Assets and Liabilities |
We record loans, notes and certificates and servicing assets and liabilities at fair value on a recurring basis. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. |
The fair value hierarchy requires that an entity maximize the use of observable inputs when estimating fair value. The fair value hierarchy includes the following three-level classification which is based on the market observability of the inputs used for estimating the fair value of the assets or liabilities being measured: |
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Level 1 | | — | | Quoted market prices in active markets for identical assets or liabilities. |
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Level 2 | | — | | Significant other observable inputs (e.g., quoted prices for similar items in active markets, quoted prices for identical or similar items in markets that are not active, inputs other than quoted prices that are observable such as interest rate and yield curves, and market-corroborated inputs). |
Level 3 | | — | | Inputs that are unobservable in the market but reflective of the types of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include use of option pricing models, discounted cash flow methodologies or similar techniques. We utilize discounted cash flow valuation techniques based on our estimate of future cash flows that are expected to occur over the life of a financial instrument. |
In accordance with applicable accounting guidance, we disclose significant unobservable inputs used in estimating fair value of the Level 3 assets and liabilities. We consider unobservable inputs to be significant, if by their exclusion, the estimate fair value of a 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. |
Fair Valuation Adjustments of Loans at Fair Value and Notes and Certificates at Fair Value | Loans, Notes and Certificates at Fair Value |
The fair value election for loans, notes and certificates allows for symmetrical accounting of the timing and amounts recognized for both expected unrealized losses and charge-offs on the loans and the related notes and certificates, consistent with the member payment dependent design of the notes and certificates. Changes in the fair value of loans, notes and certificates are recorded in fair value adjustments in the period of the fair value changes. |
Significant assumptions used in valuing our loans, notes and certificates are as follows: |
Discount rates – The discount rates reflect 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 reflects our estimates of the rates of return, including risk premiums that investors in unsecured consumer credit obligations would require when investing in notes issued by us and certificates issued by the Trust, an independent Delaware business trust that acquires and holds loans for the sole benefit of certificate investors, 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 and a risk premium to reflect the amount of compensation market participants require due to the credit and liquidity related uncertainty inherent in the instruments’ cash flows. |
Net cumulative expected losses – Net cumulative expected losses are 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 and the Trust’s obligation to pay principal and interest on any note or certificate, as applicable, 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 earned on the underlying loan. Payments to holders of notes and certificates depends on 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 charge-offs on loans are offset to the extent that the loans are financed by notes and certificates that effectively absorb the related loan losses. |
Servicing Assets and Liabilities at Fair Value | Servicing Assets and Liabilities at Fair Value |
We record servicing assets and liabilities at their estimated fair values when we sell whole loans to independent third-parties or whole loan buyers or when the servicing contract commences. The gain or loss on a loan sale is recorded in other revenue (expense) in the consolidated statements of operations while the component of the gain or loss that is based on the degree to which the contractual loan servicing fee is above or below an estimated market rate loan servicing fee is recorded as an offset in servicing assets or liabilities. Servicing assets and liabilities are recorded in “Other Assets” and “Accrued Expenses and Other Liabilities,” respectively, on the consolidated balance sheets. Over the life of the loan, changes in the estimated fair value of servicing assets and liabilities are reported in “Servicing Fees” in the consolidated statement of operations in the period in which the changes occur. |
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 loans, estimated market rate servicing fee to service such loans, the current principal balances of the loans and projected servicing revenues over the remaining terms of the loans. |
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Significant assumptions used in valuing our servicing assets and liabilities are as follows: |
Market servicing rates – We estimate adequate servicing compensation rates as those which a market participant would require to service the loans that we sell to, or that are acquired, by third parties. We estimated these market servicing rates based on observable market servicing rates for other loan types in the industry, adjusted for the unique loan attributes of the loans we sell and service (i.e. unsecured fixed rate fully amortizing loans, ACH loan payments, intermediate terms, prime credit grades and sizes) and with a market servicing benchmarking analysis performed by a third-party valuation firm. |
Discount rates – The discount rates for loan servicing rights reflect our estimates of the rates of return that investors in servicing rights for unsecured consumer credit obligations would require when investing in similar servicing rights. Discount rates for servicing rights on existing loans are adjusted to reflect the time value of money and a risk premium intended to reflect the amount of compensation market participants would require due to the credit and liquidity uncertainty inherent in the instruments’ cash flows. |
Net cumulative expected losses – Net cumulative expected losses are 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 assumption regarding net cumulative losses reduces the projected balances and expected terms of the loans, which are used to project future servicing revenues. 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, | | |
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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. | | |
Cumulative prepayments – Cumulative prepayments are estimates of the cumulative amount of principal prepayments that will occur over the entire life of a loan expressed as a percentage of the original principal amount of the loan. The assumption regarding cumulative prepayments reduces the projected balances and expected terms of the loans, which are used to project future servicing revenues. Assumptions regarding cumulative prepayments are incorporated into the valuation process to estimate the fair value of loan servicing assets and liabilities as they are key valuation assumptions used by investors in servicing rights for unsecured consumer credit obligations. |
Financial Instruments Not Recorded at Fair Value | Financial Instruments Not Recorded at Fair Value |
Following are descriptions of the valuation methodologies used for estimating the fair values of financial instruments not recorded at fair value on a recurring basis in the consolidated balance sheets; these financial instruments are carried at historical cost or amortized cost in the consolidated balance sheets. |
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| • | | Short-term financial assets: Short-term financial assets include cash and cash equivalents, restricted cash and accrued interest. These assets are carried at historical cost. | |
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| • | | Short-term financial liabilities: Short-term financial liabilities include accounts payable, accrued interest payable and payables to investors. These liabilities are carried at historical cost. | |
Accrued Interest and Other Receivables | Accrued Interest and Other Receivables |
Interest income on loans is calculated based on the contractual interest rate of the loan and recorded as interest income as earned. Loans are placed on non-accrual status upon reaching 120 days past due. When a loan is placed on non-accrual status, we stop accruing interest and reverse all accrued but unpaid interest as of such date. |
Property, Equipment and Software, Net | Property, Equipment and Software, net |
Property, equipment and software consists of internally developed and purchased software, computer equipment, leasehold improvements, furniture and fixtures and construction in process, which are recorded at cost, less accumulated depreciation and amortization. |
Computer equipment, purchased software and furniture and fixtures are depreciated or amortized on a straight line basis over two to five years. Leasehold improvements are amortized over the shorter of the lease term excluding renewal periods or the estimated useful life. Internally developed software is amortized on a straight line basis over the project’s estimated useful life, generally three years. |
Internally developed software is capitalized when preliminary development efforts are successfully completed and it is probable that the project will be completed and the software will be used as intended. Capitalized costs consist of salaries and payroll related costs for employees and fees paid to third-party consultants who are directly involved in development efforts. Costs related to preliminary project activities and post implementation activities including training and maintenance are expensed as incurred. Costs incurred for upgrades and enhancements that are considered to be probable to result in additional functionality are capitalized. |
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We evaluate potential impairments of our long-lived assets whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. Events or changes in circumstances that could result in impairment include, but are not limited to, underperformance relative to historical or projected future operating results, significant changes in the manner of use of the assets or the strategy for our overall business and significant negative industry or economic trends. The determination of recoverability of long-lived assets is based on whether an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition exceed the net book value of the asset. If the long-lived asset is not recoverable, measurement of an impairment loss is based on the fair value of the asset. When an impairment loss is recognized, the carrying amount of the asset is reduced to its estimated fair value. |
Consolidation Policies | Consolidation Policies |
Our policy is to consolidate the financial statements of entities in which we have a controlling financial interest. We determine whether we have a controlling financial interest in an entity by evaluating whether the entity is a voting interest entity or variable interest entity (“VIE”) and if the accounting guidance requires consolidation. |
Our determination of whether we have a controlling financial interest in a voting interest entity is based on whether we have ownership of a majority of the entities’ voting equity interest directly or through control of management of the entities. |
We determine whether we have a controlling financial interest in a VIE by considering whether our involvement with the VIE is significant and whether we are the primary beneficiary of the VIE based on the following: |
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| • | | we have the power to direct the activities of the VIE that most significantly impact the entity’s economic performance; | |
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| • | | the aggregate indirect and direct variable interests held by us have the obligation to absorb losses or the right to receive benefits from the entity that could be significant to the VIE; and | |
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| • | | qualitative and quantitative factors regarding the nature, size, and form of our involvement with the VIE. | |
We believe our beneficial ownership of a controlling financial interest in the Trust qualifies as an equity investment in a VIE that results in consolidation of the Trust for financial accounting and reporting purposes. We perform on-going reassessments on the status of the entities and whether facts or circumstances have changed in relation to our involvement in VIEs which could cause our conclusion to change. |
All intercompany transactions and balances have been eliminated. |
Business Combination | Business Combination |
We use our best estimates and assumptions to assign fair value to the tangible and intangible assets acquired and liabilities assumed at the acquisition date. Because our estimates are inherently uncertain and subject to refinement, we may record adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed, with the corresponding offset to goodwill during the one-year measurement period if information exists to indicate an estimate may change. In addition, uncertain tax positions and tax-related valuation allowances, if any, are initially established in connection with a business combination as of the acquisition date. We continue to collect information and reevaluate these estimates and assumptions quarterly and record any adjustments to our preliminary estimates to goodwill provided that we are within the measurement period. Upon the conclusion of the measurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to our consolidated statements of operations. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets |
Goodwill represents the fair value of acquired businesses in excess of the aggregate fair value of the 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 (generally defined as a component of a 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, we must estimate the fair values of our reporting units and compare them to their carrying values. Estimated fair value of a reporting unit is generally 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. |
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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. |
Stock-based Compensation | Stock-based Compensation |
Stock-based compensation includes the expense associated with stock options granted to employees and with the company’s employee stock purchase plan (ESPP), as well as expense associated with stock issued related to our acquisition of Springstone. All stock-based awards made to employees are recognized in the consolidated financial statements based on their respective grant date fair values. Any benefits of tax deductions in excess of recognized compensation cost are reported as a financing cash inflow and cash outflow from operating activities. The stock-based compensation related to awards that are expected to vest is amortized using the straight-line method over the award’s vesting term, which is generally four years. |
The fair value of share option awards is estimated on the date of grant using the Black-Scholes option pricing model. The Black-Scholes option pricing model considers, among other factors, the underlying fair value of common stock, the expected term of the option award, expected volatility of our common stock and expected future dividends, if any. |
Stock-based compensation expense for stock options is recorded net of estimated forfeitures, such that expense is recorded only for those stock-based awards that are expected to vest. Forfeitures of awards are estimated at the time of grant and revised in subsequent periods if actual forfeitures differ from initial estimates or if future forfeitures are expected to differ from recent actual or previously expected forfeitures. |
Share option awards issued to non-employees are recorded at their fair value on the awards’ vesting date. We use the Black-Scholes option pricing model to estimate the fair value of share options granted to non-employees at each vesting date to determine the amount of stock-based compensation. |
The fair value of stock purchase rights granted to employees under the ESPP is measured on the grant date using the Black-Scholes option pricing model. The compensation expense related to ESPP purchase rights is recognized on a straight-line basis over the requisite service period. |
Income Taxes | Income Taxes |
We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. |
We recognize deferred tax assets to the extent that we believe these assets are more likely than not to be realized. In making such a determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If we determine that we would be able to realize our deferred tax assets in the future in excess of their net recorded amount, we would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. |
We account for uncertain tax positions using a two-step process whereby (i) we determine whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position (“more-likely-than-not recognition threshold”) and (ii) for those tax positions that meet the more-likely-than-not recognition threshold, we recognize the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. |
We recognize interest and penalties accrued on any unrecognized tax benefits as a component of provision for income tax in the consolidated statement of operations. |
Use of Estimates | Use of Estimates |
The preparation of our 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 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, assumptions and estimates include but are not limited to the following: (i) fair value determinations for loans, notes and certificates; (ii) stock-based compensation expense; (iii) provision for income taxes, net of valuation allowance for deferred tax assets; (iv) consolidation of variable interest entities; (v) fair value determinations for servicing assets and liabilities; and (vi) reserves for contingencies. 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. |
Impact of New Accounting Standards | Impact of New Accounting Standards |
In June 2014, the FASB issued guidance to clarify accounting for stock-based compensation awards that provide that a performance target could be achieved after the requisite service period, which is effective January 1, 2016. The guidance requires that a performance target that affects vesting, and is achievable after the requisite service period, be treated as a performance condition. We are currently evaluating the impact of this guidance on our consolidated financial statements, basic net income (loss) per share referred to as EPS, and related disclosures. |
In May 2014, the FASB issued new guidance on revenue recognition, which is effective January 1, 2017. The guidance clarifies that revenue from contracts with customers should be recognized in a manner that depicts both the likelihood of payment and the timing of the related transfer of goods or performance of services. We are currently evaluating the impact of this new guidance on our consolidated financial statements, EPS and related disclosures. |