Schedule I, Prosper Funding LLC | 9 Months Ended |
Sep. 30, 2014 |
Schedule I, Prosper Funding LLC [Abstract] | ' |
Schedule I, Prosper Funding LLC | ' |
Prosper Funding LLC |
Condensed Consolidated Balance Sheets |
(Unaudited) |
(amounts in thousands) |
|
| | September 30, | | | December 31, | | | | | | | | | | | | | | | | | |
2014 | 2013 * | | | | | | | | | | | | | | | | |
Assets | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 2,862 | | | $ | 5,789 | | | | | | | | | | | | | | | | | |
Restricted cash | | | 8,721 | | | | 12,299 | | | | | | | | | | | | | | | | | |
Loans held for sale at fair value | | | 16,350 | | | | 3,917 | | | | | | | | | | | | | | | | | |
Borrower loans receivable at fair value | | | 253,068 | | | | 226,094 | | | | | | | | | | | | | | | | | |
Property and equipment, net | | | 2,048 | | | | 1,980 | | | | | | | | | | | | | | | | | |
Related party receivable | | | 73 | | | | - | | | | | | | | | | | | | | | | | |
Other assets | | | 1,450 | | | | 255 | | | | | | | | | | | | | | | | | |
Total Assets | | $ | 284,572 | | | $ | 250,334 | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Liabilities and Member’s Equity | | | | | | | | | | | | | | | | | | | | | | | | |
Accounts payable and accrued liabilities | | $ | 4,684 | | | $ | 4,026 | | | | | | | | | | | | | | | | | |
Notes at fair value | | | 252,911 | | | | 226,794 | | | | | | | | | | | | | | | | | |
Repurchase and indemnification obligation | | | 157 | | | | 32 | | | | | | | | | | | | | | | | | |
Related party payable | | | - | | | | 205 | | | | | | | | | | | | | | | | | |
Total Liabilities | | | 257,752 | | | | 231,057 | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Member's Equity | | | | | | | | | | | | | | | | | | | | | | | | |
Member's equity | | | 15,877 | | | | 16,082 | | | | | | | | | | | | | | | | | |
Retained earnings | | | 10,943 | | | | 3,195 | | | | | | | | | | | | | | | | | |
Total Member's Equity | | | 26,820 | | | | 19,277 | | | | | | | | | | | | | | | | | |
Total Liabilities and Member's Equity | | $ | 284,572 | | | $ | 250,334 | | | | | | | | | | | | | | | | | |
|
The accompanying notes are an integral part of these condensed consolidated financial statements. |
|
* Please see Note 8 |
|
Prosper Funding LLC |
Condensed Statements of Operations |
(Unaudited) |
(amounts in thousands) |
|
| | Three months ended September 30, | | | Nine months ended September 30, | | | | | | | | | |
| | 2014 | | | 2013 | | | 2014 | | | 2013 | | | | | | | | | |
Revenues | | | | | | | | | | | | | | | | | | | | |
Operating Revenues | | | | | | | | | | | | | | | | | | | | |
Administration Fee Revenue | | $ | 8,574 | | | $ | 2,042 | | | $ | 19,525 | | | $ | 4,178 | | | | | | | | | |
Servicing Income, net | | | 1,574 | | | | 89 | | | $ | 2,965 | | | | 106 | | | | | | | | | |
Other Revenues | | | 635 | | | | - | | | | 814 | | | | - | | | | | | | | | |
Total Operating Revenues | | | 10,783 | | | | 2,131 | | | | 23,304 | | | | 4,284 | | | | | | | | | |
Interest Income on Borrower Loans | | | 10,724 | | | | 8,892 | | | | 31,014 | | | | 22,391 | | | | | | | | | |
Interest Expense on Notes | | | (9,850 | ) | | | (8,435 | ) | | | (28,613 | ) | | | (21,262 | ) | | | | | | | | |
Net Interest Income | | | 874 | | | | 457 | | | | 2,401 | | | | 1,129 | | | | | | | | | |
Change in Fair Value on Borrower Loans, Loans Held for Sale and Notes, net | | | 59 | | | | 91 | | | | 448 | | | | 578 | | | | | | | | | |
Total Net Revenues | | | 11,716 | | | | 2,679 | | | | 26,153 | | | | 5,991 | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Expenses | | | | | | | | | | | | | | | | | | | | | | | | |
Cost of Services | | | 958 | | | | 292 | | | | 2,297 | | | | 1,004 | | | | | | | | | |
Administration Fee Expense | | | 6,836 | | | | 1,520 | | | | 15,018 | | | | 2,534 | | | | | | | | | |
Depreciation and Amortization | | | 273 | | | | 148 | | | | 761 | | | | 355 | | | | | | | | | |
Professional Services | | | 1 | | | | 6 | | | | 16 | | | | 26 | | | | | | | | | |
Other Operating Expenses | | | 128 | | | | 63 | | | | 313 | | | | 157 | | | | | | | | | |
Total Expenses | | | 8,196 | | | | 2,029 | | | | 18,405 | | | | 4,076 | | | | | | | | | |
Total Net Income | | $ | 3,520 | | | $ | 650 | | | $ | 7,748 | | | $ | 1,915 | | | | | | | | | |
|
The accompanying notes are an integral part of these condensed consolidated financial statements. |
|
Prosper Funding LLC |
Condensed Consolidated Statements of Cash Flows |
(Unaudited) |
(amounts in thousands) |
|
| | For the Nine Months Ended September 30, | | | | | | | | | | | | | | | | | |
| | 2014 | | | 2013* | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
Cash flows from operating activities: | | | | | | | | | | | | | | | | | | | | | | |
Net Income | | $ | 7,748 | | | $ | 1,915 | | | | | | | | | | | | | | | | | |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | | | | | | | | | | | | | | | | | | | | | | | | |
Change in fair value of Borrower Loans | | | 14,916 | | | | (16,195 | ) | | | | | | | | | | | | | | | | |
Change in fair value of Loans held for sale | | | 11 | | | | 3 | | | | | | | | | | | | | | | | | |
Change in fair value of Notes | | | (15,375 | ) | | | 15,614 | | | | | | | | | | | | | | | | | |
Initial Gain and Amortization of Servicing Rights | | | (808 | ) | | | – | | | | | | | | | | | | | | | | | |
Depreciation and amortization | | | 761 | | | | 355 | | | | | | | | | | | | | | | | | |
Provision for repurchase and indemnification obligation | | | 125 | | | | 20 | | | | | | | | | | | | | | | | | |
Changes in operating assets and liabilities: | | | | | | | | | | | | | | | | | | | | | | | | |
Receivables and other assets | | | (21 | ) | | | – | | | | | | | | | | | | | | | | | |
Loans held for sale at fair value | | | (12,444 | ) | | | 35 | | | | | | | | | | | | | | | | | |
Accounts payable and accrued liabilities | | | 87 | | | | 533 | | | | | | | | | | | | | | | | | |
Net Intercompany Payable/Receivable | | | (278 | ) | | | 518 | | | | | | | | | | | | | | | | | |
Net cash (used in) provided by operating activities | | | (5,278 | ) | | | 2,798 | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Cash flows from investing activities: | | | | | | | | | | | | | | | | | | | | | | | | |
Origination of Borrower Loans held at fair value | | | (823,841 | ) | | | (189,313 | ) | | | | | | | | | | | | | | | | |
Repayment of Borrower Loans held at fair value | | | 88,944 | | | | 59,126 | | | | | | | | | | | | | | | | | |
Proceeds from sale of borrower loans held at fair value | | | 693,007 | | | | 80,786 | | | | | | | | | | | | | | | | | |
Purchases of property and equipment | | | (829 | ) | | | (1,227 | ) | | | | | | | | | | | | | | | | |
Change in restricted cash | | | 3,578 | | | | (969 | ) | | | | | | | | | | | | | | | | |
Net cash used in investing activities | | | (39,141 | ) | | | (51,597 | ) | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Cash flows from financing activities: | | | | | | | | | | | | | | | | | | | | | | | | |
Proceeds from issuance of Notes held at fair value | | | 130,828 | | | | 108,527 | | | | | | | | | | | | | | | | | |
Payment of Notes held at fair value | | | (89,336 | ) | | | (58,441 | ) | | | | | | | | | | | | | | | | |
Net cash included in transfer of assets from PMI | | | – | | | | 1,875 | | | | | | | | | | | | | | | | | |
Net cash provided by financing activities | | | 41,492 | | | | 51,961 | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net (decrease) increase in cash and cash equivalents | | | (2,927 | ) | | | 3,162 | | | | | | | | | | | | | | | | | |
Cash and cash equivalents at beginning of the period | | | 5,789 | | | | 5 | | | | | | | | | | | | | | | | | |
Cash and cash equivalents at end of the period | | $ | 2,862 | | | $ | 3,167 | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Cash paid for interest | | $ | 28,976 | | | $ | 23,725 | | | | | | | | | | | | | | | | | |
Non - Cash Financing Activity, Distribution to Parent | | $ | (205 | ) | | $ | - | | | | | | | | | | | | | | | | | |
|
|
The accompanying notes are an integral part of these condensed consolidated financial statements. |
|
*Please see Note 8 |
|
Prosper Funding LLC |
Notes to Condensed Consolidated Financial Statements |
(Unaudited) |
|
1 | Organization and Business | | | | | | | | | | | | | | | | | | | | | | | |
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Prosper Funding LLC (“Prosper Funding”) was formed in the state of Delaware in February 2012 as a limited liability company with the sole equity member being Prosper Marketplace, Inc. (“PMI”). |
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Prosper Funding was formed by PMI to hold Borrower Loans and issue Notes through the platform. Although Prosper Funding is consolidated with PMI for accounting and tax purposes, Prosper Funding has been organized and is operated in a manner that is intended to minimize the likelihood that it would be substantively consolidated with PMI in a bankruptcy proceeding. Prosper Funding’s intention is to minimize the likelihood that its assets would be subject to claims by PMI’s creditors if PMI were to file for bankruptcy, as well as to minimize the likelihood that Prosper Funding will become subject to bankruptcy proceedings directly. Prosper Funding seeks to achieve this by placing certain restrictions on its activities and implementing certain formal procedures designed to expressly reinforce its status as a distinct corporate entity from PMI. |
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On January 22, 2013, PMI entered into an Asset Transfer Agreement with Prosper Funding pursuant to which PMI transferred substantially all of its remaining assets to Prosper Funding, including (i) all outstanding Notes issued by PMI under the Indenture dated June 15, 2009 between PMI and Wells Fargo Bank, as trustee, (ii) all Borrower Loans held by PMI, (iii) all lender/borrower/group leader registration agreements related to such Notes or Borrower Loans, and (iv) all documents and information related to the foregoing, effective February 1, 2013. |
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Prosper Funding commenced operations as of February 1, 2013 when PMI transferred ownership of the platform, including all of the rights related to the operation of the platform, to Prosper Funding. Since February 1, 2013, all Notes issued and sold through the platform are issued, sold and serviced by Prosper Funding. Pursuant to a Loan Account Program Agreement between PMI and WebBank, PMI manages the operation of the platform, as agent of WebBank, in connection with the submission of loan applications by potential borrowers, the making of related loans by WebBank and the funding of such loans by WebBank. Pursuant to an Administration Agreement between Prosper Funding and PMI, PMI manages all other aspects of the platform on behalf of Prosper Funding. |
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A borrower member who wishes to obtain a loan through the platform must post a loan listing, or listing, on the platform. Prosper Funding allocates listings to one of two investor member funding channels: (i) the first channel allows investor members to commit to purchase Notes, the payments of which are dependent on the payments made on the corresponding Borrower Loan (the “Note Channel”); and (ii) the second channel allows investor members to commit to purchase 100% of a Borrower Loan directly from the Company (the “Whole Loan Channel”). |
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All loans requested and obtained through the platform are unsecured obligations of individual borrower members with a fixed interest rate and loan terms set at three or five years as of September 30, 2014. All loans made through the platform are funded by WebBank, an FDIC-insured, Utah chartered industrial bank. After funding a loan, WebBank sells the loan to Prosper Funding, without recourse to WebBank, in exchange for the principal amount of the loan. WebBank does not have any obligation to purchasers of the Notes. |
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Prosper Funding formed Prosper Asset Holdings LLC (“PAH”) in November 2013 as a limited liability company with the sole equity member being Prosper Funding. PAH was formed to purchase Borrower Loans from Prosper Funding and sell the Borrower Loans to third parties. |
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As of September 30, 2014, the platform is open to investors in 31 states and the District of Columbia. Additionally, as of September 30, 2014 the platform is open to borrowers in 47 states and the District of Columbia. Currently our platform is not offered internationally. |
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2 | Summary of Significant Accounting Policies | | | | | | | | | | | | | | | | | | | | | | | |
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Basis of Presentation |
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Prosper Funding’s unaudited interim condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“US GAAP”) and disclosure requirements for interim financial information and the requirements of Rule 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by US GAAP for complete financial statements. 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 balance sheet at December 31, 2013 has been derived from the audited financial statements at that date. Management believes these unaudited interim condensed consolidated financial statements reflect all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the results for the interim periods presented. The results of operations for the interim periods are not necessarily indicative of the results that may be expected for the full year or any other interim period. |
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The accompanying interim condensed consolidated financial statements include the accounts of Prosper Funding and its wholly-owned subsidiary PAH. All intercompany balances and transactions between Prosper Funding and PAH have been eliminated in consolidation. |
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Reclassifications |
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During the nine months ended September 30, 2014, the Company changed the presentation of its revenues in the statement of operations. A new line called “Servicing Fees” was created and the servicing fees related to whole loans that were previously included in interest income were reclassified to this new line. Also, the “Change in Fair Value of Borrower Loans, Loans Held for Sale and Notes, Net” was moved into the total revenues subtotal. Lastly, the subtotals were realigned to reflect the new presentation. These changes had no impact to net income and are reflected in the “Reclassifications” column in the table below. Management believes these changes make the income statement more useful for the readers of the financial statements and comparable with the Company’s competitors. |
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Use of Estimates |
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The preparation of Prosper Funding’s interim condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and the related disclosures at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. These estimates, judgments and assumptions include but are not limited to the following: valuation of Borrower Loans and associated Notes, valuation of servicing rights, repurchase and indemnification obligation, valuation allowance on deferred tax assets, and contingent liabilities. Prosper Funding bases its estimates on historical experience from all Borrower Loans, and on various other assumptions that it believes to be reasonable under the circumstances. Actual results could differ from those estimates. |
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Certain Risks and Concentrations |
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In the normal course of its business, Prosper Funding encounters two significant types of risk: credit and regulatory. Financial instruments that potentially subject Prosper Funding to significant concentrations of credit risk consist primarily of cash, cash equivalents, and restricted cash. Prosper Funding places cash, cash equivalents, and restricted cash with high-quality financial institutions and is exposed to credit risk in the event of default by these institutions to the extent the amount recorded on the balance sheet exceeds federally insured amounts. Prosper Funding performs periodic evaluations of the relative credit standing of these financial institutions and has not sustained any credit losses from instruments held at these financial institutions. |
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To the extent that Borrower Loan payments are not made, servicing income will be reduced. A series of Notes corresponding to a particular Borrower Loan is wholly dependent on the repayment of such Borrower Loan. As a result, Prosper Funding does not bear the risk on such Borrower Loan. |
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Prosper Funding is subject to various regulatory requirements. The failure to appropriately identify and address these regulatory requirements could result in certain discretionary actions by regulators that could have a material effect on Prosper Funding's consolidated financial position and results of operations. |
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Cash and Cash Equivalents |
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Cash equivalents are recorded at cost, which approximates fair value. Such deposits periodically exceed amounts insured by the FDIC. |
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Restricted Cash |
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Restricted cash consists primarily of cash deposits held as collateral as required for loan funding and servicing activities. |
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Borrower Loans and Notes |
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Prosper Funding has adopted the provisions of ASC Topic 825, Financial Instrument. ASC Topic 825 permits companies to choose to measure certain financial instruments and certain other items at fair value on an instrument-by-instrument basis with unrealized gains and losses on items for which the fair value option has been elected reported in earnings. The fair value election, with respect to an item, may not be revoked once an election is made. Prosper Funding does not record a specific allowance account related to the Borrower Loans funded through the Note Channel in which it has elected the fair value option, but rather estimates the fair value of such Borrower Loans and Notes using discounted cash flow methodologies adjusted for Prosper Funding’s historical payment, loss and recovery rates. |
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Servicing Asset/Liability |
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The Company records servicing assets and liabilities at their estimated fair values when the Company sells Borrower Loans to unrelated third-party buyers. The gain or loss on a loan sale is recorded in “Other Revenue” while the while the fair value of the servicing rights, which is based on the degree to which the contractual loan servicing fee is above or below an estimated market loan servicing fee is recorded as an offset in servicing assets or liabilities. Servicing assets and liabilities are recorded in “Prepaid and Other Assets” and “Accrued Expenses and Other Liabilities,” respectively, on the condensed consolidated balance sheets. The initial fair value of servicing assets or liabilities are amortized in proportion to and over the period of estimated servicing income or loss and are reported in “Servicing Fees” on the condensed consolidated statement of operations. |
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The Company uses a discounted cash flow model to estimate the fair value of the loan servicing assets or liabilities which considers the contractual projected servicing fee revenue that the Company earns on the loans, estimated market servicing fees to service such loans, prepayment rates, default rates and the current principal balances of the loans. |
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The Company periodically assesses servicing assets accounted for using the amortization method for impairment. Impairment occurs when the current fair value of the servicing assets falls below the asset’s carrying value (carrying value is the amortized cost reduced by any related valuation allowance). If servicing assets are impaired, the impairment is recognized in current-period earnings and the carrying value of the assets is adjusted through a valuation allowance. If the value of impaired servicing assets subsequently increases, the Company recognizes the increase in value in current-period earnings and adjusts the carrying value of the servicing assets through a reduction in the valuation allowance to adjust the carrying value only to the extent of the valuation allowance. |
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Loans Held for Sale |
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Loans held for sale are primarily comprised of Borrower Loans held for short durations and are recorded at cost plus accrued interest which approximates fair value. For Borrower Loans held long term, the fair value is estimated using discounted cash flow methodologies based upon a set of valuation assumptions similar to those of other Borrower Loans, which are set forth in Note 2— Fair Value Measurement. |
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Fair Value Measurement |
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Prosper Funding follows ASC Topic 820, Fair Value Measurements and Disclosures, which provides guidance regarding a fair value hierarchy, which prioritizes information used to measure fair value and the effect of fair value measurements on earnings and provides for enhanced disclosures determined by the level within the hierarchy of information used in the valuation. ASC Topic 820 applies whenever other standards require (or permit) assets or liabilities to be measured at fair value but does not expand the use of fair value in any new circumstances. |
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ASC Topic 820 defines fair value in terms of the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. |
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The price used to measure the fair value is not adjusted for transaction costs. Under ASC Topic 820, the fair value measurement also assumes that the transaction to sell an asset occurs in the principal market for the asset or, in the absence of a principal market, the most advantageous market for the asset. The principal market is the market in which the reporting entity would sell or transfer the asset with the greatest volume and level of activity for the asset. In determining the principal market for an asset or liability under ASC Topic 820, it is assumed that the reporting entity has access to the market as of the measurement date. If no market for the asset exists or if the reporting entity does not have access to the principal market, the reporting entity should use a hypothetical market. |
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Under ASC Topic 820, assets and liabilities carried at fair value in the balance sheets are classified among three levels based on the observability of the inputs used to determine fair value: |
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Level 1 — The valuation is based on quoted prices in active markets for identical instruments. |
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Level 2 — The valuation is based on observable inputs such as quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market. |
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Level 3 — The valuation is based on unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the instrument. Level 3 valuations are typically performed using pricing models, discounted cash flow methodologies, or similar techniques, which incorporate management’s own estimates of assumptions that market participants would use in pricing the instrument or valuations that require significant management judgment or estimation. |
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Fair value of financial instruments are determined based on the fair value hierarchy established in ASC Topic 820, which requires an entity to maximize the use of quoted prices and observable inputs and to minimize the use of unobservable inputs when measuring fair value. Various valuation techniques are utilized, depending on the nature of the financial instrument, including the use of market prices for identical or similar instruments, or discounted cash flow models. When possible, active and observable market data for identical or similar financial instruments are utilized. Alternatively, fair value is determined using assumptions that management believes a market participant would use in pricing the asset or liability. |
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Financial instruments consist principally of Cash and cash equivalents, Restricted cash, Borrower loans receivable, Loans held for sale, Accounts payable and accrued liabilities, and Notes. The estimated fair values of cash and cash equivalents, restricted cash, accounts payable and accrued liabilities approximate their carrying values because of their short term nature. |
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The following tables present the assets and liabilities measured at fair value on a recurring basis at September 30, 2014 and December 31, 2013 (in thousands): |
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30-Sep-14 | | Level 1 | | | Level 2 | | | Level 3 | | | Fair | | | | | | | | | |
Value | | | | | | | | |
Assets | | | | | | | | | | | | | | | | | | | | |
Borrower loans receivable | | $ | - | | | $ | - | | | $ | 253,068 | | | $ | 253,068 | | | | | | | | | |
Certificates of deposit & restricted cash | | | 7,448 | | | | 1,273 | | | | - | | | | 8,721 | | | | | | | | | |
Loans held for sale | | | - | | | | - | | | | 16,350 | | | | 16,350 | | | | | | | | | |
Total assets | | $ | 7,448 | | | $ | 1,273 | | | $ | 269,418 | | | $ | 278.139 | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Liabilities | | | | | | | | | | | | | | | | | | | | | | | | |
Notes | | $ | - | | | $ | - | | | $ | 252,911 | | | $ | 252,911 | | | | | | | | | |
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31-Dec-13 | | Level 1 | | | Level 2 | | | Level 3 | | | Fair | | | | | | | | | |
Value | | | | | | | | |
Assets | | | | | | | | | | | | | | | | | | | | |
Borrower loans receivable | | $ | - | | | $ | - | | | $ | 226,094 | | | $ | 226,094 | | | | | | | | | |
Certificates of deposit & restricted cash | | | 11,028 | | | | 1,271 | | | | - | | | | 12,299 | | | | | | | | | |
Loans held for sale | | | - | | | | - | | | | 3,917 | | | | 3,917 | | | | | | | | | |
Total assets | | $ | 11,028 | | | $ | 1,271 | | | $ | 230,011 | | | $ | 242,310 | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Liabilities | | | | | | | | | | | | | | | | | | | | | | | | |
Notes | | $ | - | | | $ | - | | | $ | 226,794 | | | $ | 226,794 | | | | | | | | | |
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Internal Use Software and Website Development |
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Prosper Funding accounts for internal use software costs, including website development costs, in accordance with ASC Topic 350-40, Internal Use Software and ASC Topic 350-50, Website Development Costs. In accordance with ASC Topic 350-40 and 350-50, the costs to develop software for the website and other internal uses are capitalized when management has authorized and committed project funding, 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 software development costs primarily include software licenses acquired, fees paid to outside consultants, and salaries and payroll related costs for employees directly involved in the development efforts. |
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Costs incurred prior to meeting these criteria, together with costs incurred for training and maintenance, are expensed. Costs incurred for upgrades and enhancements that are considered to be probable to result in additional functionality are capitalized. Capitalized costs are included in property and equipment and amortized to expense using the straight-line method over their expected lives. Prosper Funding evaluates its software assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of software assets to be held and used is measured by a comparison of the carrying amount of the asset to the future net undiscounted cash flows expected to be generated by the asset. If such software assets are considered to be impaired, the impairment to be recognized is the excess of the carrying amount over the fair value of the software asset. |
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Repurchase and Indemnification Obligation |
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Under the terms of the Notes, the Lender Registration Agreements between Prosper Funding and investor members who participate in the Note Channel, and the loan purchase agreements between Prosper Funding and investor members that participate in the Whole Loan Channel, Prosper Funding may, in certain circumstances, become obligated to repurchase a Note or Borrower Loan from an investor member or indemnify an investor member against loss on a Note. Generally, these circumstances include the occurrence of verifiable identity theft, the failure to properly follow loan listing or bidding protocols, or a violation of the applicable federal, state, or local lending laws. The indemnification and repurchase obligation is estimated based on historical experience. Prosper Funding accrues a provision for the repurchase and indemnification obligation when the Notes or Borrower Loans are issued. Indemnified or repurchased Notes and repurchased Borrower Loans associated with violations of federal, state, or local lending laws or verifiable identity theft are written off at the time of repurchase or at the time an indemnification payment is made. |
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Revenue Recognition |
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Revenue primarily results from fees earned. Fees include loan origination fees paid by borrowers and servicing fees paid by investors. We also have other smaller sources of revenue reported as other revenue this includes the gains on whole loan sales. |
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Administration Agreement License Fees |
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Prosper Funding primarily generates revenues through license fees it earns through an Administration Agreement with PMI. The Administration Agreement contains a license granted by Prosper Funding to PMI that entitles PMI to use the platform for and in relation to: (i) PMI’s performance of its duties and obligations under the Administration Agreement relating to corporate administration, loan platform services, loan and note servicing and marketing, and (ii) PMI’s performance of its duties and obligations to WebBank in relation to loan origination and funding. The license fees are based on the number of listings that are posted to the platform. |
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Service Income |
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Investors in whole loans typically pay the Company a servicing fee which is currently generally set at 1% per annum of the outstanding principal balance of the corresponding loan prior to applying the current payment. The servicing fee compensates the Company for the costs we incur in servicing the related loan, including managing payments from borrowers, payments to investors and maintaining investors’ account portfolios. Prosper records servicing fees paid by note holders and borrower loan holders as a component of operating revenue when received. The amortization of servicing rights is also included in this line. |
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Interest Income on Borrower Loans Receivable and Interest Expense on Notes |
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Prosper Funding recognizes interest income on Borrower Loans funded through the Note Channel and interest expense on the corresponding Notes using the accrual method based on the stated interest rate to the extent Prosper Funding believes it to be collectable. |
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Cost of Services |
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Cost of Services includes costs that are directly related to the servicing of Borrower Loans such as fees from WebBank for processing loan payments. |
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Comprehensive Income |
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There is no comprehensive income (loss) other than the net income (loss) disclosed in the condensed consolidated statements of operations. |
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Recent Accounting Pronouncements |
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In May 2014, as part of its ongoing efforts to assist in the convergence of U.S. GAAP and International Financial Reporting Standards (“IFRS”), FASB issued ASU 2014-09, “Revenue from Contracts with Customers.” The new guidance sets forth a new five-step revenue recognition model which replaces the prior revenue recognition guidance in its entirety and is intended to eliminate numerous industry-specific pieces of revenue recognition guidance that have historically existed in U.S. GAAP. The underlying principle of the new standard is that a business or other organization will recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects what it expects in exchange for the goods or services. The standard also requires more detailed disclosures and provides additional guidance for transactions that were not addressed completely in the prior accounting guidance. The standard will be effective for the Company in the first quarter of fiscal 2017. Early adoption is not permitted. The Company is currently assessing the potential impact on its financial statements from adopting this new guidance. |
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In August 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-15, "Presentation of Financial Statements - Going Concern (Subtopic 205-40); Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern," which requires management of a company to evaluate whether there is substantial doubt about the company's ability to continue as a going concern. This ASU is effective for the annual reporting period ending after December 15, 2016, and for interim and annual reporting periods thereafter, with early adoption permitted. The Company is currently assessing the potential impact on its financial statements from adopting this new guidance. |
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3 | Borrower Loans and Notes Held at Fair Value | | | | | | | | | | | | | | | | | | | | | | | |
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As observable market prices are not available for the Borrower Loans and Notes funded through the Note Channel that Prosper Funding holds, or for similar assets and liabilities, Prosper Funding believes such Borrower Loans and Notes should be considered Level 3 financial instruments under ASC Topic 820. In a hypothetical transaction as of the measurement date, Prosper Funding believes that differences in the principal marketplace in which such Borrower Loans are originated and the principal marketplace in which it might offer such Borrower Loans for sale may result in differences between the originated amount of the Borrower Loans and their fair value as of the transaction date. For Borrower Loans funded through the Note Channel, the fair value is estimated using discounted cash flow methodologies based upon valuation assumptions including prepayment speeds, roll rates, recovery rates and discount rates based on the perceived credit risk within each credit grade. |
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The obligation to pay principal and interest on any series of Notes is equal to the loan payments, if any, that are received on the corresponding Borrower Loan, net of its servicing fee. The fair value election for Notes and Borrower Loans funded through the Note Channel allows both the assets and the related liabilities to receive similar accounting treatment for expected losses, which is consistent with the subsequent cash flows to investor members that are dependent upon borrower payments. As such, the fair value of the Notes is approximately equal to the fair value of the Borrower Loans funded through the Note Channel, adjusted for the servicing fee and the timing of borrower payments subsequently disbursed to Note holders. Any unrealized gains or losses on such Borrower Loans and Notes for which the fair value option has been elected is recorded as a separate line item in the statement of operations. The effective interest rate associated with a series of Notes is less than the interest rate earned on the corresponding Borrower Loan due to the servicing fee. See further discussion in this note for a roll-forward and further discussion of the significant assumptions used to value Borrower Loans and Notes funded through the Note Channel. |
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The fair value of the Borrower Loans and Notes funded through the Note Channel is estimated using discounted cash flow methodologies based upon a set of valuation assumptions. The main assumptions used to value such Borrower Loans and Notes include prepayment rates derived from historical prepayment rates for each credit grade, default rates derived from historical performance, recovery rates and discount rates applied to each credit grade based on the perceived credit risk of each credit grade. The obligation to pay principal and interest on any series of Notes is equal to the loan payments, if any, received on the corresponding Borrower Loan, net of the servicing fee. As such, the fair value of the Notes is approximately equal to the fair value of the Borrower Loans funded through the Note Channel, adjusted for the servicing fee and the timing of borrower payments subsequently disbursed to the Note holders. The effective interest rate associated with a series of Notes will be less than the interest rate earned on the corresponding Borrower Loan due to the 1.0% servicing fee. |
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At September 30, 2014 and December 31, 2013, borrower loans, notes and loans held for sale (in thousands) were: |
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| | Borrower Loans | | | Notes | | | Loans Held for Sale | |
| | 30-Sep-14 | | | 31-Dec-13 | | | 30-Sep-14 | | | 31-Dec-13 | | | 30-Sep-14 | | | 31-Dec-13 | |
Aggregate principal balance outstanding | | $ | 256,026 | | | $ | 225,953 | | | $ | (258,947 | ) | | $ | (229,271 | ) | | $ | 16,360 | | | $ | 3,915 | |
Fair value adjustments | | | (2,958 | ) | | | 141 | | | | 6,036 | | | | 2,477 | | | | (10 | ) | | | 2 | |
Fair value | | $ | 253,068 | | | $ | 226,094 | | | $ | (252,911 | ) | | $ | (226,794 | ) | | $ | 16,350 | | | $ | 3,917 | |
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Key economic assumptions and the sensitivity of the current fair value to immediate adverse changes in those assumptions at September 30, 2014 for Borrower Loans and Notes funded through the Note Channel are presented in the following table (in thousands): |
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| | Borrower Loans | | | Notes | | | | | | | | | | | | | | | | | |
Discount rate assumption: | | | 9.36 | %* | | | 9.36 | %* | | | | | | | | | | | | | | | | |
Resulting fair value from: | | | | | | | | | | | | | | | | | | | | | | | | |
100 basis point increase | | $ | 247,738 | | | $ | 244,736 | | | | | | | | | | | | | | | | | |
200 basis point increase | | | 244,715 | | | | 241,743 | | | | | | | | | | | | | | | | | |
Resulting fair value from: | | | | | | | | | | | | | | | | | | | | | | | | |
100 basis point decrease | | $ | 253,975 | | | $ | 250,912 | | | | | | | | | | | | | | | | | |
200 basis point decrease | | | 257,188 | | | | 254,085 | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Default rate assumption: | | | 7.4 | %* | | | 7.4 | %* | | | | | | | | | | | | | | | | |
Resulting fair value from: | | | | | | | | | | | | | | | | | | | | | | | | |
10% higher default rates | | $ | 247,275 | | | $ | 244,275 | | | | | | | | | | | | | | | | | |
20% higher default rates | | | 244,418 | | | | 241,452 | | | | | | | | | | | | | | | | | |
Resulting fair value from: | | | | | | | | | | | | | | | | | | | | | | | | |
10% lower default rates | | $ | 253,729 | | | $ | 250,663 | | | | | | | | | | | | | | | | | |
20% lower default rates | | | 256,584 | | | | 253,493 | | | | | | | | | | | | | | | | | |
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* Represents weighted average assumptions considering all credit grades. |
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The changes in Level 3 assets measured at fair value on a recurring basis are as follows (in thousands): |
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Fair Value Measurements Using Significant Unobservable Inputs (Level 3) | | | | | | | | | |
| | Borrower Loans | | | Notes | | | Loans | | | Total | | | | | | | | | |
Held for | | | | | | | | |
Sale | | | | | | | | |
Balance at January 1, 2013 | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | | | | | | | |
Assets transferred on February 1, 2013 | | | 170,344 | | | | (170,574 | ) | | | 175 | | | | (55 | ) | | | | | | | | |
Originations | | | 189,313 | | | | (108,527 | ) | | | 71 | | | | 80,857 | | | | | | | | | |
Principal repayments | | | (59,126 | ) | | | 58,441 | | | | (106 | ) | | | (791 | ) | | | | | | | | |
Borrower loans sold to third parties | | | (80,786 | ) | | | - | | | | - | | | | (80,786 | ) | | | | | | | | |
Change in fair value on borrower loans and notes | | | (15,614 | ) | | | 16,195 | | | | - | | | | 581 | | | | | | | | | |
Change in fair value of loans held for sale | | | - | | | | - | | | | (3 | ) | | | (3 | ) | | | | | | | | |
Balance at September 30, 2013 | | $ | 204,131 | | | $ | (204,465 | ) | | $ | 137 | | | $ | (197 | ) | | | | | | | | |
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Fair Value Measurements Using Significant Unobservable Inputs (Level 3) | | | | | | | | | |
| | Borrower Loans | | | Notes | | | Loans | | | Total | | | | | | | | | |
Held for | | | | | | | | |
Sale | | | | | | | | |
Balance at January 1, 2014 | | $ | 226,094 | | | $ | (226,794 | ) | | $ | 3,917 | | | $ | 3,217 | | | | | | | | | |
Originations | | | 823,841 | | | | (130,828 | ) | | | 229,679 | | | | 922,692 | | | | | | | | | |
Principal repayments and credit losses | | | (88,944 | ) | | | 89,336 | | | | (899 | ) | | | (507 | ) | | | | | | | | |
Borrower loans sold to third parties | | | (693,007 | ) | | | - | | | | (216,336 | ) | | | (909,343 | ) | | | | | | | | |
Change in fair value on borrower loans and notes | | | (14,916 | ) | | | 15,375 | | | | - | | | | 459 | | | | | | | | | |
Change in fair value of loans held for sale | | | - | | | | - | | | | (11 | ) | | | (11 | ) | | | | | | | | |
Balance at September 30, 2014 | | $ | 253,068 | | | $ | (252,911 | ) | | $ | 16,350 | | | $ | 16,507 | | | | | | | | | |
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Fair Value Measurements Using Significant Unobservable Inputs (Level 3) | | | | | | | | | |
| | Borrower | | | Notes | | | Loans Held | | | Total | | | | | | | | | |
Loans | for | | | | | | | | |
| Sale | | | | | | | | |
Balance July 1, 2013 | | $ | 187,124 | | | $ | (187,489 | ) | | $ | 153 | | | $ | (212 | ) | | | | | | | | |
Originations | | | 94,098 | | | | (43,475 | ) | | | 25 | | | | 50,648 | | | | | | | | | |
Principal repayments | | | (22,778 | ) | | | 22,718 | | | | (41 | ) | | | (101 | ) | | | | | | | | |
Borrower loans sold to third parties | | | (50,623 | ) | | | - | | | | - | | | | (50,623 | ) | | | | | | | | |
Change in fair value on borrower loans and notes | | | (3,690 | ) | | | 3,781 | | | | - | | | | 91 | | | | | | | | | |
Balance at September 30, 2013 | | $ | 204,131 | | | $ | (204,465 | ) | | $ | 137 | | | $ | (197 | ) | | | | | | | | |
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Fair Value Measurements Using Significant Unobservable Inputs (Level 3) | | | | | | | | | |
| | Borrower | | | Notes | | | Loans Held | | | Total | | | | | | | | | |
Loans | for | | | | | | | | |
| Sale | | | | | | | | |
Balance July 1, 2014 | | $ | 246,203 | | | $ | (246,511 | ) | | $ | 9,543 | | | $ | 9,235 | | | | | | | | | |
Originations | | | 372,027 | | | | (44,115 | ) | | | 117,752 | | | | 445,664 | | | | | | | | | |
Principal repayments | | | (31,226 | ) | | | 31,620 | | | | (586 | ) | | | (192 | ) | | | | | | | | |
Borrower loans sold to third parties | | | (327,909 | ) | | | - | | | | (110,350 | ) | | | (438,259 | ) | | | | | | | | |
Change in fair value on borrower loans and notes | | | (6,027 | ) | | | 6,095 | | | | - | | | | 68 | | | | | | | | | |
Change in fair value of loans held for sale | | | - | | | | - | | | | (9 | ) | | | (9 | ) | | | | | | | | |
Balance at September 30, 2014 | | $ | 253,068 | | | $ | (252,911 | ) | | $ | 16,350 | | | $ | 16,507 | | | | | | | | | |
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The changes in fair value would directly impact the change in fair value on Borrower Loans, Loans held for sale, and Notes in the condensed consolidated statements of operations. The majority of the fair value adjustments included in earnings is attributable to changes in estimated instrument-specific future credit losses. |
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Due to the recent origination of the Borrower Loans and Notes funded through the Note Channel, the change in fair value attributable to instrument-specific credit risk is immaterial. Of all Borrower Loans originated from July 13, 2009 to September 30, 2014, 282 Borrower Loans were 90 days or more delinquent, which related to an aggregate principal amount of $1.5 million and a fair value of $0.14 million as of September 30, 2014. |
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4 | Loan Servicing Note: | | | | | | | | | | | | | | | | | | | | | | | |
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The Company initially records servicing assets and liabilities at their estimated fair values when the Company sells whole loans to unrelated third-party whole loan buyers. The initial fair value of such servicing assets or liabilities is amortized in proportion to and over the period of estimated servicing income or loss. |
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Fair value |
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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. |
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Significant unobservable inputs presented in the table below are those that the Company considers significant to the estimated fair values of the Level 3 servicing assets and liabilities. The Company considers 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 adequate servicing compensation rates of what a market participant would earn to service the loans that the Company sells to third parties. This rate is calculated on the loan balance on a per annum basis. The Company estimated these market servicing rates based on observable market rates for other loan types in the industry, adjusted for the unique loan attributes that are present in the specific loans that the Company sells and services and information from a backup service provider. |
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Discount rate – The discount rate is a rate of return used to discount future expected cash flows to arrive at a present value, which represents 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. |
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Default Rate – The default rate presented is an annualized, average estimate considering all loan categories, and represents an aggregate of conditional default rate curves for each credit grade or loan category. Each point on a particular loan category’s curve represents the percentage of principal expected to default per period based on the term and age of the underlying loans. The assumption regarding defaults directly reduces servicing revenues because the amount of servicing revenues received is based on the amount of outstanding principal each period. In addition, defaults also reduce the expected terms of the loans, which are used to project future servicing revenues. |
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Significant Unobservable Inputs |
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The following table presents quantitative information about the significant unobservable inputs used for our servicing asset/liability fair value measurements at September 30, 2014 and December 31, 2013: |
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| | Weighted Average | | | | | | | | | | | | | | | | | |
Unobservable Input | | 30-Sep-14 | | | 31-Dec-13 | | | | | | | | | | | | | | | | | |
Discount rate | | | 9.6 | %** | | | 9.9 | %** | | | | | | | | | | | | | | | | |
Default rate | | | 5.5 | %** | | | 5.6 | %** | | | | | | | | | | | | | | | | |
Market servicing rate | | | 0.65 | % | | | 0.65 | % | | | | | | | | | | | | | | | | |
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** Represents weighted average or aggregate assumptions considering all credit grades. |
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Servicing asset/liability activity: |
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The following tables present additional information about Level 3 servicing assets and liabilities being amortized for the three and nine months ended September 30, 2014 (in thousands). There were no servicing assets or liabilities recorded at September 30, 2013. |
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| | Three Months Ended | | | | | | | | | | | | | | | | | |
30-Sep-14 | | | | | | | | | | | | | | | | |
| | Servicing | | | Servicing | | | | | | | | | | | | | | | | | |
Assets | Liabilities | | | | | | | | | | | | | | | | |
Amortized cost at June 30, 2014 | | $ | 770 | | | $ | 693 | | | | | | | | | | | | | | | | | |
Additions | | | 772 | | | | 306 | | | | | | | | | | | | | | | | | |
Less: Amortization | | | (126 | ) | | | (114 | ) | | | | | | | | | | | | | | | | |
Amortized cost at September 30,2014 | | $ | 1,416 | | | $ | 885 | | | | | | | | | | | | | | | | | |
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| | Nine Months Ended | | | | | | | | | | | | | | | | | |
30-Sep-14 | | | | | | | | | | | | | | | | |
| | Servicing | | | Servicing | | | | | | | | | | | | | | | | | |
Assets | Liabilities | | | | | | | | | | | | | | | | |
Amortized cost at December 31, 2013 | | $ | 241 | | | $ | 314 | | | | | | | | | | | | | | | | | |
Additions | | | 1,408 | | | | 804 | | | | | | | | | | | | | | | | | |
Less: Amortization | | | (233 | ) | | | (233 | ) | | | | | | | | | | | | | | | | |
Amortized cost at September 30, 2014 | | $ | 1,416 | | | $ | 885 | | | | | | | | | | | | | | | | | |
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5 | Loans Held for Sale | | | | | | | | | | | | | | | | | | | | | | | |
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Loans held for sale on the condensed consolidated balance sheets as of September 30, 2014 and December 31, 2013, was $16.4 million and $3.9 million, respectively. For the nine months ended September 30, 2014 and 2013, a total of $229.7 million and $0.07 million of Borrower Loans originated through the platform as Loans held for sale. For the nine months ended September 30, 2014 and 2013, $216.3 million and $0 of these Borrower Loans were sold to an unrelated third party through the Whole Loan Channel. When a Borrower Loan has been funded by Prosper Funding in whole, or in part, the portion of the borrower’s monthly loan payment that corresponds to the percentage of the Borrower Loan that is funded is retained. In these cases, interest income is recorded on these Borrower Loans. |
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6 | Repurchase and Indemnification Obligation | | | | | | | | | | | | | | | | | | | | | | | |
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For the three months ended September 30, 2014 and 2013, the provision for repurchase and indemnification obligation was $0.03 million and $0.01 million, respectively. For the nine months ended September 30, 2014 and 2013, the provision for repurchase and indemnification obligation was $0.14 million and $0.02 million, respectively. This expense is included in the Cost of Services line in the Statement of Operations. The balance of the Repurchase and indemnification obligation as of September 30, 2014 and December 31, 2013, was $0.16 million and $0.03 million, respectively. |
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7 | Income Taxes | | | | | | | | | | | | | | | | | | | | | | | |
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Prosper Funding incurred no income tax provision for the three months ended September 30, 2014 and 2013. Prosper Funding is a US disregarded entity and the income and loss is included in the return of its parent, PMI. Since PMI is in a loss position, not currently subject to income taxes, and has fully reserved its deferred tax asset, the net effective tax rate for Prosper Funding is 0%. |
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8 | Prior Period Adjustments | | | | | | | | | | | | | | | | | | | | | | | |
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Subsequent to the issuance of our condensed consolidated financial statements for the period ended June 30, 2014, Prosper Funding discovered an error in its estimates of net service income which resulted in an overstatement of net loan servicing rights as of December 31, 2013 and an overstatement of the gain recognized on the sale of loans in the fourth quarter of 2013 by approximately $223. Furthermore, Prosper Funding inappropriately netted loan servicing liabilities against its loan servicing assets. Additionally, a net servicing liability of $6 was distributed to our parent, which was previously not recorded. This resulted in a $217 understatement of the loan servicing assets and liabilities, which were originally included in “Borrower Loans Receivable at Fair Value” for $144. Prosper Funding corrected these errors by reclassifying the adjusted gross servicing assets of $241 to “Prepaid and Other Assets and recognized the servicing liabilities of $314 in “Accounts Payable and Other Liabilities. |
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Additionally, Prosper Funding discovered the following classification errors within its Condensed Consolidated Statement of Cash Flows for the nine months ended September 30, 2013: |
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| · | Changes in Restricted Cash were inappropriately classified as changes in cash flows from operating activities rather than changes in cash flows from investing activities. | | | | | | | | | | | | | | | | | | | | | | |
| · | Cash flows from the purchase and sale of Loans held for sale was inappropriately classified within cash flows from investing activities rather than cash flows from operating activities. | | | | | | | | | | | | | | | | | | | | | | |
| · | A portion of the change in fair value of Borrower Loans and Notes was inappropriately reflected as a cash flow from investing and financing activities, respectively, rather than an adjustment to reconcile net income to net cash used in operating activities. | | | | | | | | | | | | | | | | | | | | | | |
| · | The proceeds from sale of borrower loans held at fair value were netted against origination of borrower loans at fair value. | | | | | | | | | | | | | | | | | | | | | | |
The aggregate impact of these errors were an understatement of cash flows from operating activities of $1,004; an overstatement of cash flows from investing activities of $12,715; and an $11,711 understatement of cash flows from financing activities for the nine months ended September 30, 2013. |
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Prosper Funding evaluated these errors and determined that they were immaterial to the previously issued financial statements and therefore, amendment of previously filed reports was not required. However, in order to provide consistency in the consolidated financial statements, corrections for these immaterial amounts are reflected in the Prosper Funding’s accompanying consolidated balance sheet as of December 31, 2013 and Condensed Consolidated Statement of Cash Flows for the nine months ended September 30, 2013. The impact of the corrections on specific line items in the Consolidated Balance Sheet as of December 31, 2013 and the Condensed Consolidated Cash Flows for the nine months ended September 30, 2013 are presented below (in thousands): |
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Condensed Consolidated Statements of Cash Flows - Nine months ended September 30, 2013 |
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| | As previously | | | Adjustments | | | As corrected | | | | | | | | | | | | | |
reported | | | | | | | | | | | | |
Change in fair value of Borrower Loans | | | (4,484 | ) | | | (11,711 | ) | | | (16,195 | ) | | | | | | | | | | | | |
Change in fair value of Notes | | | 3,903 | | | | 11,711 | | | | 15,614 | | | | | | | | | | | | | |
Restricted cash | | | (969 | ) | | | 969 | | | | – | | | | | | | | | | | | | |
Loans held for sale at fair value | | | – | | | | 35 | | | | 35 | | | | | | | | | | | | | |
Net cash provided by (used in) operating activities | | | 1,794 | | | | 1,004 | | | | 2,798 | | | | | | | | | | | | | |
Origination of borrower loans held for sale | | | (108,527 | ) | | | (80,788 | ) | | | 189,313 | ) | | | | | | | | | | | | |
Proceeds from sale of borrowed loans held at fair value | | | - | | | | 80,786 | | | | 80,786 | | | | | | | | | | | | | |
Repayment of Borrower Loans held at fair value | | | 70,837 | | | | (11,711 | ) | | | 59,126 | | | | | | | | | | | | | |
Repayment of loans held for investment at fair value | | | 106 | | | | (106 | ) | | | – | | | | | | | | | | | | | |
Origination of loans held for investment at fair value | | | (71 | ) | | | 71 | | | | – | | | | | | | | | | | | | |
Change in restricted cash | | | – | | | | (969 | ) | | | (969 | ) | | | | | | | | | | | | |
Net cash used in investing activities | | | (38,882 | ) | | | (12,715 | ) | | | (51,597 | ) | | | | | | | | | | | | |
Payment of Notes held at fair value | | | (70,152 | ) | | | 11,711 | | | | (58,441 | ) | | | | | | | | | | | | |
Net cash provided by financing activities | | | 40,250 | | | | 11,711 | | | | 51,961 | | | | | | | | | | | | | |
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Condensed Consolidated Balance Sheet - December 31, 2013 |
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| | As previously | | | Adjustments | | | As corrected | | | | | | | | | | | | | |
reported | | | | | | | | | | | | |
Borrower Loans Receivable at Fair Value | | | 226,238 | | | | (144 | ) | | | 226,094 | | | | | | | | | | | | | |
Other Assets | | | 14 | | | | 241 | | | | 255 | | | | | | | | | | | | | |
Total Assets | | | 250,237 | | | | 97 | | | | 250,334 | | | | | | | | | | | | | |
Accounts payable and accrued liabilities | | | 3,712 | | | | 314 | | | | 4,026 | | | | | | | | | | | | | |
Total Liabilities | | | 230,743 | | | | 314 | | | | 231,057 | | | | | | | | | | | | | |
Member's Equity | | | 16,076 | | | | 6 | | | | 16,082 | | | | | | | | | | | | | |
Retained Earnings (Accumulated Deficit) | | | 3,418 | | | | (223 | ) | | | 3,195 | | | | | | | | | | | | | |
Total Member's Equity | | | 19,494 | | | | (217 | ) | | | 19,277 | | | | | | | | | | | | | |
Total Liabilities and Member's Equity | | | 250,237 | | | | 97 | | | | 250,334 | | | | | | | | | | | | | |