Fair Value of Financial Assets and Liabilities | Fair Value of Financial Assets and Liabilities ASC Topic 820, “Fair Value Measurement” (“ASC 820”) establishes a fair value hierarchy that prioritizes the use of inputs used in valuation methodologies into the following three levels: • Level 1: Inputs to the valuation methodology are quoted prices, unadjusted, for identical assets or liabilities in active markets. A quoted price in an active market provides the most reliable evidence of fair value and shall be used to measure fair value whenever available. • Level 2: Inputs to the valuation methodology include quoted prices for similar assets or liabilities in active markets; inputs to the valuation methodology include quoted prices for identical or similar assets or liabilities in markets that are not active; or inputs to the valuation methodology that are derived principally from or can be corroborated by observable market data by correlation or other means. • Level 3: Inputs to the valuation methodology are unobservable and significant to the fair value measurement. Level 3 assets and liabilities include financial instruments whose value is determined using discounted cash flow methodologies, as well as instruments for which the determination of fair value requires significant management judgment or estimation. Financial Assets and Liabilities Recorded at Fair Value The following tables present information about our assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2021 (in thousands): Level 1 Level 2 Level 3 Total Assets: Servicing assets $ — $ — $ 2,287 $ 2,287 Securities available for sale: Certificate of deposit (1) — 46,714 — 46,714 Corporate bonds (1) — 202,085 — 202,085 Commercial paper (1) — 316,422 — 316,422 Government bonds: Non-U.S. — 50,073 — 50,073 U.S. — 63,721 — 63,721 Securitization notes receivable and residual trust certificates — — 13,744 13,744 Other — — 2,003 2,003 Total securities available for sale — 679,015 15,747 694,762 Interest rate cap agreements — 4,035 — 4,035 Total assets $ — $ 683,050 $ 18,034 $ 701,084 Liabilities: Servicing liabilities $ — $ — $ 3,610 $ 3,610 Performance fee liability — — 1,335 1,335 Residual trust certificates, held by third-parties — — 745 745 Contingent consideration — — 290,719 290,719 Profit share liability — — 1,400 1,400 Total liabilities $ — $ — $ 297,809 $ 297,809 (1) Certificates of deposit, corporate bonds, and commercial paper include $238.5 million classified as cash and cash equivalents within the interim condensed consolidated balance sheets. The following tables present information about our assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2021 (in thousands): Level 1 Level 2 Level 3 Total Assets: Securitization notes receivable $ — $ — $ 15,224 $ 15,224 Residual trust certificates — — 946 946 Servicing assets — — 2,349 2,349 Interest rate cap agreements — 2,880 — 2,880 Total assets $ — $ 2,880 $ 18,519 $ 21,399 Liabilities: Servicing liabilities — — 3,961 3,961 Performance fee liability — — 1,290 1,290 Residual trust certificates, held by third-parties — — 914 914 Contingent consideration — — 147,820 147,820 Profit share liability — — 2,464 2,464 Total liabilities $ — $ — $ 156,449 $ 156,449 There were no transfers between levels during the periods ended September 30, 2021 and June 30, 2021. Assets and Liabilities Measured at Fair Value on a Recurring Basis (Level 2) Securities Available for Sale As of September 30, 2021, we held marketable securities classified as available for sale. Management obtains pricing from one or more third party pricing services for the purpose of determining fair value. Whenever available, the fair value is based on quoted bid prices as of the end of the trading day. When quoted prices are not available, other methods may be utilized including evaluated prices provided by third party pricing services. Derivative Instruments (Interest Rate Cap Agreements) As of September 30, 2021, we had two interest rate cap agreements outstanding to manage interest costs and the risk associated with variable interest rates. These derivatives have not been designated as hedging instruments. As of September 30, 2021 the interest rate caps are classified as Level 2 and recorded at fair value, based on prices quoted for similar financial instruments in markets that are not active. The interest rate caps are presented within other assets or accrued expenses and other liabilities on the interim condensed consolidated balance sheets. Any changes in the fair value of the financial instruments are reflected in other (expense) income, net, on the interim condensed consolidated statements of operations and comprehensive loss. Assets and Liabilities Measured at Fair Value on a Recurring Basis using Significant Unobservable Inputs (Level 3) We evaluate our financial assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level at which to classify them each reporting period. Since our servicing assets and liabilities, performance fee liability, residual trust certificates, contingent consideration, and profit share liability do not trade in an active market with readily observable prices, we use significant unobservable inputs to measure fair value. This determination requires significant judgments to be made. Servicing Assets and Liabilities We sold loans with an unpaid balance of $1,093.1 million and $421.6 million for the three months ended September 30, 2021 and 2020, respectively, for which we retained servicing rights. As of September 30, 2021 and June 30, 2021, we serviced loans which we sold with a remaining unpaid principal balance of $2,622.7 million and $2,453.9 million, respectively. We use discounted cash flow models to arrive at an estimate of fair value. Significant assumptions used in the valuation of our servicing rights are as follows: Adequate Compensation We estimate adequate compensation as the rate a willing market participant would require for servicing loans with similar characteristics as those in the serviced portfolio. Discount Rate Estimated future payments to be received under servicing agreements are discounted as a part of determining the fair value of the servicing rights. For servicing rights on loans, the discount rate reflects the time value of money and a risk premium intended to reflect the amount of compensation market participants would require. Net Default Rate We estimate the timing and probability of early loan payoffs, loan defaults and write-offs, thus affecting the projected unpaid principal balance and expected term of the loan, which are used to project future servicing revenue and expenses. We earned $9.5 million and $4.1 million of servicing income for the three months ended September 30, 2021 and 2020, respectively. As of both September 30, 2021 and June 30, 2021, the aggregate fair value of the servicing assets was measured at $2.3 million and presented within other assets on the interim condensed consolidated balance sheets. As of September 30, 2021 and June 30, 2021, the aggregate fair value of the servicing liabilities was measured at $3.6 million and $4.0 million, respectively, and presented within accrued expenses and other liabilities on the interim condensed consolidated balance sheets. The following table summarizes the activity related to the aggregate fair value of our servicing assets (in thousands): Servicing Assets September 30, 2021 June 30, 2021 Fair value at beginning of period $ 2,349 $ 2,132 Initial transfers of financial assets 469 2,915 Subsequent changes in fair value (531) (2,698) Fair value at end of period $ 2,287 $ 2,349 The following table summarizes the activity related to the aggregate fair value of our servicing liabilities (in thousands): Servicing Liabilities September 30, 2021 June 30, 2021 Fair value at beginning of period $ 3,961 $ 1,540 Initial transfers of financial assets 1,975 8,794 Subsequent changes in fair value (2,326) (6,373) Fair value at end of period $ 3,610 $ 3,961 The following table presents quantitative information about the significant unobservable inputs used for our Level 3 fair value measurement of servicing assets and liabilities as of September 30, 2021: Unobservable Input Minimum Maximum Weighted Average Servicing assets Discount rate 30.00 % 30.00 % 30.00 % Adequate compensation (1) 0.60 % 1.75 % 0.97 % Net default rate 0.70 % 4.43 % 1.59 % Servicing liabilities Discount rate 30.00 % 30.00 % 30.00 % Adequate compensation (1) 1.55 % 3.48 % 2.75 % Net default rate 1.05 % 13.54 % 10.60 % (1) Estimated cost of servicing a loan as a percentage of unpaid principal balance The following table presents quantitative information about the significant unobservable inputs used for our Level 3 fair value measurement of servicing assets and liabilities as of June 30, 2021: Unobservable Input Minimum Maximum Weighted Average Servicing assets Discount rate 30.00 % 30.00 % 30.00 % Adequate compensation (1) 0.70 % 0.84 % 0.81 % Net default rate 0.53 % 0.95 % 0.64 % Servicing liabilities Discount rate 30.00 % 30.00 % 30.00 % Adequate compensation (1) 1.29 % 3.70 % 2.71 % Net default rate 0.80 % 8.42 % 7.12 % (1) Estimated cost of servicing a loan as a percentage of unpaid principal balance The following table summarizes the effect that adverse changes in estimates would have on the fair value of the servicing assets and liabilities given hypothetical changes in significant unobservable inputs (in thousands): September 30, 2021 June 30, 2021 Servicing assets Net default rate assumption: Net default rate increase of 25% $ — $ (7) Net default rate increase of 50% $ 4 $ (15) Adequate compensation assumption: Adequate compensation increase of 25% $ (2,832) $ (2,006) Adequate compensation increase of 50% $ (5,663) $ (4,011) Discount rate assumption: Discount rate increase of 25% $ (29) $ (4) Discount rate increase of 50% $ (61) $ (1) Servicing liabilities Net default rate assumption: Net default rate increase of 25% $ (31) $ (40) Net default rate increase of 50% $ (53) $ (61) Adequate compensation assumption: Adequate compensation increase of 25% $ 2,482 $ 3,060 Adequate compensation increase of 50% $ 4,963 $ 6,119 Discount rate assumption: Discount rate increase of 25% $ (134) $ (137) Discount rate increase of 50% $ (257) $ (263) Performance Fee Liability In accordance with our agreements with our originating bank partners, we pay a fee for each loan that is fully repaid by the consumer, due at the end of the period in which the loan is fully repaid. We recognize a liability upon the purchase of a loan for the expected future payment of the performance fee. This liability is measured using a discounted cash flow model and recorded at fair value and presented within accrued expenses and other liabilities on the interim condensed consolidated balance sheets. Any changes in the fair value of the liability are reflected in other (expense) income, net, on the interim condensed consolidated statements of operations and comprehensive loss. The following table summarizes the activity related to the fair value of the performance fee liability (in thousands): Performance Fee Liability September 30, 2021 June 30, 2021 Fair value at beginning of period $ 1,290 $ 875 Purchases of loans 330 1,372 Subsequent changes in fair value (285) (957) Fair value at end of period $ 1,335 $ 1,290 Significant unobservable inputs used for our Level 3 fair value measurement of the performance fee liability are the discount rate, refund rate, and default rate. Significant increases or decreases in any of the inputs in isolation could result in a significantly lower or higher fair value measurement. The following table presents quantitative information about the significant unobservable inputs used for our Level 3 fair value measurement of the performance fee liability as of September 30, 2021: Unobservable Input Minimum Maximum Weighted Average Discount rate 10.00% 10.00% 10.00% Refund rate 4.50% 4.50% 4.50% Default rate 1.78% 2.35% 2.00% The following table presents quantitative information about the significant unobservable inputs used for our Level 3 fair value measurement of the performance fee liability as of June 30, 2021: Unobservable Input Minimum Maximum Weighted Average Discount rate 10.00% 10.00% 10.00% Refund rate 4.50% 4.50% 4.50% Default rate 1.78% 2.83% 1.80% Convertible Debt Derivative Refer to Note 10. Debt for a description of the convertible notes issued in April 2020. On September 11, 2020, the convertible notes were converted into 4,444,321 shares of Series G-1 redeemable convertible preferred stock. The conversion of the notes was accounted for as a debt extinguishment and as such, the related convertible debt derivative liability was extinguished. Residual Trust Certificates Held by Third-Parties in Consolidated VIEs Refer to Note 11. Securitization and Variable Interest Entities for a description of the 2020-Z2 securitization trust. Residual trust certificates held by third-party investor(s) are measured at fair value, using a discounted cash flow model, and presented within accrued expenses and other liabilities on the interim condensed consolidated balance sheets. Any changes in the fair value of the liability are reflected in other (expense) income, net, on the interim condensed consolidated statements of operations and comprehensive loss. The following table summarizes the activity related to the fair value of the residual trust certificates held by third-parties (in thousands): Three Months Ended Fair value at beginning of period $ 914 Repayments (255) Subsequent changes in fair value 86 Fair value at end of period $ 745 Significant unobservable inputs used for our Level 3 fair value measurement of the residual trust certificates held by third-parties are the discount rate, loss rate, and prepayment rate. Significant increases or decreases in any of the inputs in isolation could result in a significantly lower or higher fair value measurement. The following table presents quantitative information about the significant unobservable inputs used for our Level 3 fair value measurement of the residual trust certificates held by third-parties as of September 30, 2021: Unobservable Input Minimum Maximum Weighted Average Discount rate 10.00% 10.00% 10.00% Loss rate 0.75% 0.75% 0.75% Prepayment rate 8.00% 8.00% 8.00% The following table summarizes the effect that adverse changes in estimates would have on the fair value of the securitization residual certificates held by third-party investor(s) given hypothetical changes in significant unobservable inputs (in thousands): September 30, 2021 Discount rate assumption: Discount rate increase of 25% $ (16) Discount rate increase of 50% $ (32) Loss rate assumption: Loss rate increase of 25% $ (22) Loss rate increase of 50% $ (43) Prepayment rate assumption: Prepayment rate decrease of 25% $ (7) Prepayment rate decrease of 50% $ (14) Retained Beneficial Interests in Unconsolidated VIEs As of September 30, 2021, the Company held notes receivable and residual trust certificates with an aggregate fair value of $13.7 million in connection with the 2021-Z1 securitization, which is an unconsolidated securitization. The balances correspond to the 5% economic risk retention the Company is required to maintain as the securitization sponsor. Refer to Note 11. Securitization and Variable Interest Entities for a further description of the 2021-Z1 securitization trust. These assets are measured at fair value using a discounted cash flow model, and presented within securities available for sale at fair value on the interim condensed consolidated balance sheets. Changes in the fair value, other than declines in fair value due to credit recognized as an impairment, are reflected in other comprehensive income (loss) on the interim condensed consolidated statements of operations and comprehensive loss. Declines in fair value due to credit are reflected in other (expense) income, net on the interim condensed consolidated statements of operations and comprehensive loss. The following table summarizes the activity related to the fair value of the residual trust certificates (in thousands): Three Months Ended September 30, 2021 Fair value at beginning of period $ 16,170 Cash received (due to payments or sales) (2,304) Change in unrealized gain (loss) (111) Accrued interest (14) Reversal of (impairment on) securities available for sale 3 Fair value at end of period $ 13,744 Significant unobservable inputs used for our Level 3 fair value measurement of the notes and residual trust certificates are the discount rate, loss rate, and prepayment rate. Significant increases or decreases in any of the inputs in isolation could result in a significantly lower or higher fair value measurement. The following table presents quantitative information about the significant unobservable inputs used for our Level 3 fair value measurement of the residual trust certificates as of September 30, 2021: Unobservable Input Minimum Maximum Weighted Average Discount rate 0.88% 17.19% 1.41% Loss rate 0.61% 0.92% 0.61% Prepayment rate 5.25% 10.50% 10.50% The following table summarizes the effect that adverse changes in estimates would have on the fair value of the securitization residual trust certificates given hypothetical changes in significant unobservable inputs (in thousands): September 30, 2021 Discount rate assumption: Discount rate increase of 25% $ (52) Discount rate increase of 50% $ (103) Loss rate assumption: Loss rate increase of 25% $ (19) Loss rate increase of 50% $ (38) Prepayment rate assumption: Prepayment rate decrease of 25% $ (11) Prepayment rate decrease of 50% $ (22) Contingent Consideration Our acquisition of PayBright included consideration transferred and shares held in escrow where the shares released from escrow are contingent upon the achievement of future milestones. We classified the contingent consideration as a liability and will remeasure the liability to its fair value at each reporting date until the contingency is resolved. The acquisition date fair value of the contingent consideration liability was estimated using a Monte Carlo simulation. The number of shares released from escrow is determined based on simulated revenue, and the acquisition date fair value of the contingent consideration is equal to the number of shares released from escrow multiplied by the simulated share price, discounted at the risk-free rate. The change in fair value of the contingent consideration at each reporting date is recognized as a component of other (expense) income, net in the interim condensed consolidated statements of operations and comprehensive loss for the respective period. The following table summarizes the activity related to the fair value of the PayBright contingent consideration during the three months ended September 30, 2021 (in thousands): Three Months Ended September 30, 2021 Fair value at beginning of period $ 153,447 Subsequent changes in fair value 141,592 Effect of foreign currency translation (4,320) Fair value at end of period $ 290,719 Significant unobservable inputs used for our Level 3 fair value measurement of the PayBright contingent consideration are the discount rate, equity volatility, and revenue volatility. Significant increases or decreases in any of the inputs in isolation could result in a significantly lower or higher fair value measurement. The following table presents quantitative information about the significant unobservable inputs used for our Level 3 fair value measurement of the contingent consideration as of September 30, 2021: Unobservable Input Minimum Maximum Weighted Average Discount rate 12.50% 12.50% 12.50% Equity volatility 22.00% 97.00% 70.00% Revenue volatility 7.00% 102.00% 31.00% The Kite acquisition included $9.0 million of cash held in escrow, the release of which is determined based on employee retention. The acquisition date fair value of the contingent consideration was estimated using a probability-weighted approach in which the likelihoods of potential employee retention outcomes were applied to the respective payout amounts and discounted to present value. The contingent consideration asset will be remeasured to fair value at each reporting date based on the remaining amount held in escrow, passage of time, and any changes in expectations regarding employee retention outcomes until the contingency is resolved. The change in fair value of the contingent consideration asset at each reporting date is recognized as a component of other (expense) income, net in the interim condensed consolidated statements of operations and comprehensive loss for the respective period. The acquisition date fair value as of June 1, 2021 was $1.2 million. For the three months ended September 30, 2021, the change in fair value of the contingent consideration asset related to the Kite acquisition was not material. Profit Share Liability During the fiscal year ended June 30, 2021, we entered into a commercial agreement with an enterprise partner, in which we are obligated to share in the profitability of transactions facilitated by our platform. Upon capture of a loan under this program, we record a liability associated with the estimated future profit to be shared over the life of the loan based on estimated program profitability levels. This liability is measured using a discounted cash flow model and recorded at fair value and presented within accrued expenses and other liabilities on the interim condensed consolidated balance sheets. The following table summarizes the activity related to the fair value of the profit share liability during the three months ended September 30, 2021 (in thousands): Three Months Ended September 30, 2021 Fair value at beginning of period $ 2,464 Facilitation of loans 1,040 Actual performance — Subsequent changes in fair value (2,104) Fair value at end of period $ 1,400 Significant unobservable inputs used for our Level 3 fair value measurement of the profit share liability are the discount rate and estimated program profitability. Significant increases or decreases in any of the inputs in isolation could result in a significantly lower or higher fair value measurement. The following table presents quantitative information about the significant unobservable inputs used for our Level 3 fair value measurement of the profit sharing liability as of September 30, 2021: Unobservable Input Minimum Maximum Weighted Average Discount rate 30.00% 30.00% 30.00% Program profitability 1.78% 3.16% 3.16% Financial Assets and Liabilities Not Recorded at Fair Value The following table presents the fair value hierarchy for financial assets and liabilities not recorded at fair value as of September 30, 2021 (in thousands): Carrying Amount Level 1 Level 2 Level 3 Balance at Fair Value Assets: Cash and cash equivalents $ 1,439,531 $ 1,439,531 $ — $ — $ 1,439,531 Restricted cash 236,282 236,282 — — 236,282 Loans held for sale 1,808 — 1,808 — 1,808 Loans held for investment, net 2,092,805 — — 2,034,563 2,034,563 Accounts receivable, net 100,951 — 100,951 — 100,951 Other assets 89,452 — 89,452 — 89,452 Total assets $ 3,960,829 $ 1,675,813 $ 192,211 $ 2,034,563 $ 3,902,587 Liabilities: Accounts payable $ 425,854 $ — $ 425,854 $ — $ 425,854 Payable to third-party loan owners 38,462 — 38,462 — 38,462 Accrued interest payable 3,304 — 3,304 — 3,304 Accrued expenses and other liabilities 152,853 — 150,787 2,066 152,853 Notes issued by securitization trusts 1,621,638 — — 1,889,744 1,889,744 Funding debt 495,066 — — 495,066 495,066 Total liabilities $ 2,737,177 $ — $ 618,407 $ 2,386,876 $ 3,005,283 Carrying Amount Level 1 Level 2 Level 3 Balance at Fair Value Assets: Cash and cash equivalents $ 1,466,558 $ 1,466,558 $ — $ — $ 1,466,558 Restricted cash 226,074 226,074 — — 226,074 Loans held for sale 13,030 — 13,030 — 13,030 Loans held for investment, net 1,904,560 — — 1,883,364 1,883,364 Accounts receivable, net 91,575 — 91,575 — 91,575 Other assets 171,250 — 171,250 — 171,250 Total assets $ 3,873,047 $ 1,692,632 $ 275,855 $ 1,883,364 $ 3,851,851 Liabilities: Accounts payable $ 57,758 $ — $ 57,758 $ — $ 57,758 Payable to third-party loan owners 50,079 — 50,079 — 50,079 Accrued interest payable 2,751 — 2,751 — 2,751 Accrued expenses and other liabilities 161,502 — 159,387 2,115 161,502 Notes issued by securitization trusts 1,176,673 — — 1,184,663 1,184,663 Funding debt 689,356 — — 689,356 689,356 Total liabilities $ 2,138,119 $ — $ 269,975 $ 1,876,134 $ 2,146,109 |