Restatement of Condensed Consolidated Financial Statements | 17. Restatement of Condensed Consolidated Financial Statements Subsequent to the issuance of the condensed consolidated financial statements for the three and nine months ended September 30, 2014, Prosper identified errors that affected the interim condensed financial statements as of and for the three and nine months ended September 30, 2014. Financial statements presented herein have been restated to correct for these errors that are described below and summarized in the tables that follow. Prosper discovered that certain fees that Prosper pays to WebBank were incorrectly classified as expenses. Since WebBank is a customer of Prosper and Prosper earns transaction fees from WebBank any cash consideration paid to WebBank should be recorded as a reduction of the Transaction Fees earned by Prosper. This resulted in an overstatement of Transaction Fee revenues and Origination and Servicing expenses of $923 thousand and $2,012 thousand for the three and nine months ended September 30, 2014, respectively. Prosper also discovered that certain rebates offered on the sale of Borrower Loans and Notes were incorrectly classified as Transaction Fee revenue and should have been classified as Gain on Sale Borrower Loans or Change in Fair value of Borrower Loans, Loans Held for Sale and Notes. This resulted in an understatement of Transaction Fee revenues of $5 thousand and an overstatement of Gain on Sale Borrower Loans of $5 thousand for the three months ended September 30, 2014. This resulted in an understatement of Transaction Fee revenues of $665 thousand, an overstatement of Gain on Sale Borrower Loans of $585 thousand and an overstatement of Change in Fair Values of Borrower Loans, Loans Held for Sale and Notes of $80 thousand for the nine months ended September 30, 2014. Additionally, Prosper discovered certain errors in its valuation of servicing assets and liabilities which resulted in an overstatement of net loan servicing rights and an understatement of the Gain on Sale Borrower Loans of $718 thousand and $1,666 thousand for the three and nine months ended September 30, 2015, respectively. Also, Prosper discovered errors in its amortization of the servicing assets and liabilities which overstated Servicing Fees by $202 thousand and understated by $749 thousand for the three and nine months ending September 30, 2014, respectively. Prosper also discovered errors related to internal use software and web site development costs including an impairment that was not recorded when the project was abandoned in the prior year and assets were being amortized incorrectly which overstated amortization included in Origination and Servicing expense for $25 thousand and understated for $26 thousand for the three and nine months ended September 30, 2014, respectively. In addition to the restatements described above, Prosper has made other corrections, some of which were previously identified, but were not corrected because management had determined they were not material, individually or in the aggregate, to our consolidated financial statements. These corrections related to the fair value of Loans Held for Sale, reclassification of certain loans from Loans Held for Sale to Borrower Loans, amortization of prepaid assets, estimation of various accruals and a correction for vesting of options that were early exercised. Prosper also discovered the following classification errors within its Condensed Consolidated Statement of Cash Flows for the nine months ended September 30, 2014: ● Changes in Restricted Cash and Payable to Investors balances related to operating activities were inappropriately presented due to certain bank accounts being inappropriately excluded from the balance sheet. The use of the cash in these bank accounts is restricted and may only be used by Prosper to fund Borrower Loans, at Fair Value on which investors have bid . ● Cash flows from the principal payments and proceeds from sale related to Borrower Loans Held for Sale were 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 purchase of Borrower Loans at Fair Value. ● Other changes related to the correction of errors in the balance sheet and statement of operations as described above. Lastly, Prosper corrected its calculation of basic and diluted earnings (loss) per share for the changes to net income (loss) and errors in the calculation of the weighted average basic and diluted shares which was overstated by 120,351 shares for the nine months ended September 30, 2014. Further the weighted average shares for basic and diluted earnings per share were overstated by 100,908 shares for the three months ended September 30, 2014. The following tables present the impact of these corrections on three and nine months ended September 30, 2014 ($ in thousands): Condensed Consolidated Statement of Operations – Three months ended September 30, 2014 As previously reported Reclassifications* As reclassified Adjustments As corrected Revenue Operating Revenue Transaction Fees, Net $ 22,233 $ - $ 22,233 $ (1,172 ) $ 21,061 Servicing Fees, Net 1,749 - 1,749 (348 ) 1,401 Gain on Sale of Borrower Loans - 635 635 633 1,268 Other Revenue 1,147 (635 ) 512 (33 ) 479 Total Operating Revenue 25,129 - 25,129 (920 ) 24,209 Interest Income Interest Income on Borrower Loans 10,705 - 10,705 76 10,781 Interest Expense on Notes (9,850 ) - (9,850 ) (36 ) (9,886 ) Net Interest Income 855 - 855 40 895 Change in Fair Value on Borrower Loans, Loans Held for Sale and Notes, net 59 - 59 (38 ) 21 Total Net Revenue 26,043 - 26,043 (918 ) 25,125 Expenses Cost of Services 1,408 (1,408 ) - - - Compensation and benefits 6,260 (6,260 ) - - - Marketing and advertising 10,717 (10,717 ) - - - Depreciation and amortization 462 (462 ) - - - Professional services 582 (582 ) - - - Facilities and maintenance 1,441 (1,441 ) - - Origination and Servicing - 4,298 4,298 (922 ) 3,376 Sales and Marketing - 11,201 11,201 - 11,201 General and Administrative - 7,820 7,820 (616 ) 7,204 Other 2,449 (2,449 ) - - - Total Expenses 23,319 - 23,319 (1,538 ) 21,781 Net Income 2,724 - 2,724 620 3,344 Excess return to preferred shareholders on repurchase (14,892 ) - (14,892 ) - (14,892 ) Net loss available to common shareholders (12,168 ) - (12,168 ) 620 (11,548 ) Net loss per share - basic and diluted (1.31 ) - (1.31 ) 0.05 (1.26 ) Weighted-average shares - basic and diluted 9,280,334 - 9,280,334 (100,908 ) 9,179,426 *See note 1 for a description of the reclassifications. Condensed Consolidated Statement of Operations – Nine months ended September 30, 2014 As previously reported Reclassifications* As reclassified Adjustments As corrected Revenue Operating Revenue Transaction Fees, Net $ 46,849 $ - $ 46,849 $ (1,445 ) $ 45,404 Servicing Fees, Net 3,044 - 3,044 (532 ) 2,512 Gain on Sale of Borrower Loans - 814 814 1,432 2,246 Other Revenue 2,090 (814 ) 1,276 (614 ) 662 Total Operating Revenue 51,983 - 51,983 (1,159 ) 50,824 Interest Income Interest Income on Borrower Loans 30,995 - 30,995 158 31,153 Interest Expense on Notes (28,613 ) (28,613 ) (259 ) (28,872 ) Net Interest Income 2,382 - 2,382 (101 ) 2,281 Change in Fair Value on Borrower Loans, Loans Held for Sale and Notes, net 448 - 448 (157 ) 291 Total Net Revenue 54,813 - 54,813 (1,417 ) 53,396 Expenses Cost of Services 3,275 (3,275 ) - - - Compensation and benefits 16,327 (16,327 ) - - - Marketing and advertising 25,743 (25,743 ) - - - Depreciation and amortization 1,201 (1,201 ) - - - Professional services 1,169 (1,169 ) - - - Facilities and maintenance 2,604 (2,604 ) - - Loss on impairment of fixed assets 215 (215 ) - - - Origination and Servicing - 10,232 10,232 (2,012 ) 8,220 Sales and Marketing - 27,028 27,028 27,028 General and Administrative - 17,371 17,371 (563 ) 16,808 Other 4,097 (4,097 ) - - - Total Expenses 54,631 - 54,631 (2,575 ) 52,056 Net Income 182 - 182 1,158 1,340 Excess return to preferred shareholders on repurchase (14,892 ) - (14,892 ) - (14,892 ) Net loss available to common shareholders (14,710 ) - (14,710 ) 1,158 (13,552 ) Net loss per share - basic and diluted (1.68 ) - (1.68 ) 0.11 (1.57 ) Weighted-average shares - basic and diluted 8,740,785 - 8,740,785 (120,351 ) 8,620,434 *See note 1 for a description of the reclassifications. Condensed Consolidated Statements of Cash Flows – Nine months ended September 30, 2014 As previously reported Adjustments As corrected Cash flows from operating activities: Net Income $ 182 $ 1,158 $ 1,340 Adjustments to Reconcile Net Income to Net Cash Used in Operating Activities: Change in Fair Value of Borrower Loans, Loans Held for Sale and Notes (448 ) 157 (291 ) Depreciation and Amortization 1,201 27 1,228 Gain on sales of Borrower Loans - (2,480 ) (2,480 ) Amortization of and Change in Fair Value of Servicing Rights (803 ) 1,175 372 Stock-Based Compensation 777 (14 ) 763 Other, Net 215 63 278 Changes in Operating Assets and Liabilities: - Purchase of Loans Held for Sale at Fair Value (12,444 ) (907,326 ) (919,770 ) Proceeds from Sales and Principal Payments of Loans Held for Sale at Fair Value - 909,897 909,897 Restricted Cash Except for those Related to Investing Activities - (26,976 ) (26,976 ) Accounts Receivable (703 ) 108 (595 ) Prepaid and Other Assets (2,543 ) 28 (2,515 ) Class Action Settlement Liability (1,909 ) (91 ) (2,000 ) Accounts Payable and Accrued Liabilities 4,406 624 5,030 Payable to Investors - 22,596 22,596 Net Cash Used in Operating Activities (12,069 ) (1,054 ) (13,123 ) Cash Flows From Investing Activities: Purchase of Borrower Loans Held at Fair Value (823,841 ) 692,984 (130,857 ) Principal Payments of Borrower Loans Held at Fair Value 88,944 30 88,974 Proceeds from Sale of Borrower Loans Held at Fair Value 693,007 (693,007 ) - Purchases of Property and Equipment (3,151 ) (1,655 ) (4,806 ) Changes in Restricted Cash Related to Investing Activities (1,478 ) 2,347 869 Net Cash Used in Investing Activities (46,519 ) 699 (45,820 ) Cash Flows from Financing Activities: Proceeds from Issuance of Notes Held at Fair Value 130,828 (72 ) 130,756 Payment of Notes Held at Fair Value (89,336 ) 427 (88,909 ) Proceeds from Issuance of Convertible Preferred Stock, net 69,958 - 69,958 Proceeds from Early Exercise of Stock Options and Issuance of Restricted Stock 454 - 454 Proceeds from Exercise of Vested Stock Options and Common Stock Warrants 161 - 161 Repurchase of Preferred Stock (18,525 ) - (18,525 ) Repurchase of Restricted Stock (24 ) - (24 ) Net Cash Provided by Financing Activities 93,516 355 93,871 Net Increase in Cash and Cash Equivalents 34,928 - 34,928 Cash and Cash Equivalents at Beginning of the Period 18,339 - 18,339 Cash and Cash Equivalents at End of the Period $ 53,267 $ - $ 53,267 |
Restatement of Condensed Consolidated Financial Statements | 9. Restatement of Condensed Consolidated Financial Statements Subsequent to the issuance of the condensed consolidated financial statements for the three and nine months ended September 30, 2014, Prosper Funding identified errors that affected the interim condensed financial statements as of and for the three and nine months ended September 30, 2014. The financial statements presented herein have been restated to correct for these errors that are described below. Prosper Funding discovered certain errors in its valuation of servicing assets and liabilities which resulted in an overstatement of the servicing assets, an understatement of the servicing liabilities and an understatement of the Gain on Sale of Borrower Loans of $718 thousand and $1,666 thousand for the three and nine months ended September 30, 2014, respectively. Also, Prosper Funding discovered errors in its amortization of the servicing assets and liabilities which overstated Servicing Income by $151 thousand and understated by$471 thousand for the three and nine months ending September 30, 2014, respectively. Prosper Funding also discovered that the Administration Fee Related Party Expense was understated by $524 thousand and Servicing expenses were overstated by $906 thousand for the three months ended September 30, 2014 due to a misclassification of an expense between the two statement of operations line items and an error in the calculation of the Administration Fee Related Party Expense. Prosper Funding also discovered that the Administration Fee Related Party Expense was understated by $1,373 thousand and Servicing expenses were overstated by $1,974 thousand for the nine months ended September 30, 2014 due to a misclassification of an expense between the two statement of operations classifications and an error in the calculation of the Administration Fee Related Party Expense. The offset to the above errors was to Related Party Receivable which was understated as a result. Prosper Funding also discovered errors related to internal use software including an overstatement of assets transferred from PMI and assets that were being amortized over their original estimated useful life after Prosper Funding decided to replace the assets before the originally estimated useful life which overstated amortization by $25 thousand and understated by$ 26 thousand for the three and nine months ended September 30, 2014, respectively, which is included in Servicing expenses. In addition to the restatements described above, Prosper Funding has made other corrections, some of which were previously identified, but were not corrected because management had determined they were not material, individually or in the aggregate, to its consolidated financial statements. These corrections related to the fair value of Loans Held for Sale, and reclassification of certain Borrower Loans from Loans Held for Sale to Borrower Loans. Lastly, Prosper Funding discovered the following classification errors within its Condensed Consolidated Statement of Cash Flows: ● Changes in Restricted Cash and Payable to Investors balances related to operating activities were inappropriately presented due to certain bank accounts being inappropriately excluded from the balance sheet. The use of the cash in these bank accounts is restricted and may only be used by Prosper Funding to fund Borrower Loans, at Fair Value on which investors have bid. ● Cash flows from the principal payments and proceeds from sale related to Borrower Loans Held for Sale were 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. ● Other changes related to the correction of errors in the balance sheet and statement of operations as described above The following tables present the impact of these corrections and corrections of other immaterial errors on the interim periods (in thousands): Condensed Consolidated Statement of Operations – Three months ended September 30, 2014 As previously reported Reclassifications* As reclassified Adjustments As corrected Revenue Operating Revenue Administration Fee Revenue - Related Party $ 8,574 $ — $ 8,574 $ — $ 8,574 Servicing Income, Net 1,574 — 1,574 (321 ) 1,253 Gain on Sale of Borrower Loans — 635 635 605 1,240 Other Revenue 635 (635 ) — — — Total Operating Revenue 10,783 — 10,783 284 11,067 Interest Income on Borrower Loans 10,724 — 10,724 136 10,860 Interest Expense on Notes (9,850 ) — (9,850 ) (36 ) (9,886 ) Net Interest Income 874 — 874 100 974 Change in Fair Value on Borrower Loans, Loans Held for Sale and Notes, net 59 — 59 (38 ) 21 Total Net Revenue 11,716 — 11,716 346 12,062 Expenses Cost of Services 958 (958 ) — — — Administration Fee - Related Party 6836 — 6836 535 7,371 Depreciation and Amortization 273 (273 ) — — — Professional Services 1 (1 ) — — — Servicing — 1,231 1,231 (923 ) 308 General and Administration — 129 129 — 129 Other Operating Expenses 128 (128 ) — — — Total Expenses 8,196 — 8,196 (388 ) 7,808 Total Net Income $ 3,520 $ — $ 3,520 $ 734 $ 4,254 *See note 1 for further details on the reclassifications. Condensed Consolidated Statement of Operations – Nine months ended September 30, 2014 As previously reported Reclassifications* As reclassified Adjustments As corrected Revenue Operating Revenue Administration Fee Revenue - Related Party $ 19,525 $ — $ 19,525 $ — $ 19,525 Servicing Income, Net 2,965 — 2,965 (586 ) 2,379 Gain on Sale of Borrower Loans — 814 814 1,404 2,218 Other Revenue 814 (814 ) — — — Total Operating Revenue 23,304 — 23,304 818 24,122 Interest Income on Borrower Loans 31,014 — 31,014 429 31,443 Interest Expense on Notes (28,613 ) — (28,613 ) (260 ) (28,873 ) Net Interest Income 2,401 — 2,401 169 2,570 Change in Fair Value on Borrower Loans, Loans Held for Sale and Notes, net 448 — 448 (146 ) 302 Total Net Revenue 26,153 — 26,153 841 26,994 Expenses Cost of Services 2297 (2,297 ) — — — Administration Fee - Related Party 15018 — 15,018 1,383 16,401 Depreciation and Amortization 761 (761 ) — — — Professional Services 16 (16 ) — — — Servicing — 3,058 3,058 (1,994 ) 1,064 General and Administration — 329 329 (14 ) 315 Other Operating Expenses 313 (313 ) — — — Total Expenses 18,405 — 18,405 (625 ) 17,780 Total Net Income $ 7,748 $ — $ 7,748 $ 1,466 $ 9,214 *See note 1 for further details on the reclassifications. Condensed Consolidated Statements of Cash Flows – Nine months ended September 30, 2014 As previously reported Adjustments As corrected Cash flows from operating activities: Net Income $ 7,748 $ 1,466 $ 9,214 Adjustments to Reconcile Net Income to Net Cash Used in Operating Activities: Change in Fair Value of Borrower Loans, Loans Held for Sale and Notes (448 ) 146 (302 ) Other Non-Cash Changes in Borrower Loans, Loans Held for Sale and Notes - (28 ) (28 ) Depreciation and Amortization 761 27 788 Change in Servicing Rights (808 ) 808 - Gain on Sale of Borrower Loans - (2,480 ) (2,480 ) Amortization and Change in Fair Value of Servicing Rights - 294 294 Changes in Operating Assets and Liabilities: Purchase of Borrower Loans Held for Sale at Fair Value (12,444 ) (907,326 ) (919,770 ) Proceeds from Sales and Principal Payments of Loans Held for Sale at Fair Value - 909,897 909,897 Restricted Cash Except for those Related to Investing Activities - (26,976 ) (26,976 ) Other Assets (21 ) 17 (4 ) Accounts Payable and Accrued Liabilities 212 116 328 Payable to Investors - 21,906 21,906 Net Related Party Payable (278 ) (601 ) (879 ) Net Cash Used in Operating Activities (5,278 ) (2,734 ) (8,012 ) Cash Flows From Investing Activities: Purchase of Borrower Loans Held at Fair Value (823,841 ) 692,984 (130,857 ) Principal Payments of Borrower Loans Held at Fair Value 88,944 40 88,984 Proceeds from Sale of Borrower Loans Receivable Held at Fair Value 693,007 (693,007 ) - Maturities of Short Term Investments - 1,271 1,271 Purchase of Short Term Investments - (1,274 ) (1,274 ) Purchases of Property and Equipment (829 ) 18 (811 ) Changes in Restricted Cash Related to Investing Activities 3,578 2,347 5,925 Net Cash Used in Investing Activities (39,141 ) 2,379 (36,762 ) Cash Flows from Financing Activities: Proceeds from Issuance of Notes Held at Fair Value 130,828 (72 ) 130,756 Payment of Notes Held at Fair Value (89,336 ) 427 (88,909 ) Net Cash Provided by Financing Activities 41,492 355 41,847 Net Decrease in Cash and Cash Equivalents (2,927 ) - (2,927 ) Cash and Cash Equivalents at Beginning of the Period 5,789 - 5,789 Cash and Cash Equivalents at End of the Period $ 2,862 $ - $ 2,862 |