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 December 31, 2021 (in thousands): Level 1 Level 2 Level 3 Total Assets: Cash and cash equivalents: Money market funds $ 1,462,310 $ — $ — $ 1,462,310 Certificate of deposit — 7,013 — 7,013 Corporate bonds — 4,241 — 4,241 Commercial paper — 175,186 — 175,186 Government bonds: Non-U.S. — 13,142 — 13,142 Restricted cash: Money market funds 42,659 — — 42,659 Securities available for sale: Certificate of deposit — 15,205 — 15,205 Corporate bonds — 194,987 — 194,987 Commercial paper — 102,446 — 102,446 Government bonds: Non-U.S. — 57,322 — 57,322 U.S. — 80,100 — 80,100 Securitization notes receivable and residual trust certificates — — 25,319 25,319 Total securities available for sale — 450,060 25,319 475,379 Servicing assets — — 2,178 2,178 Derivative agreements — 7,887 — 7,887 Total assets $ 1,504,969 $ 657,529 $ 27,497 $ 2,189,995 Liabilities: Servicing liabilities $ — $ — $ 8,626 $ 8,626 Performance fee liability — — 1,530 1,530 Residual trust certificates, held by third-parties — — 619 619 Contingent consideration — — 253,750 253,750 Profit share liability — — 2,052 2,052 Total liabilities $ — $ — $ 266,577 $ 266,577 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: Cash and cash equivalents: Money market funds $ 143,241 $ — $ — $ 143,241 Restricted cash: Money market funds 42,659 — — 42,659 Securitization notes receivable and residual trust certificates — — 16,170 16,170 Servicing assets — — 2,349 2,349 Derivative agreements — 2,880 — 2,880 Total assets $ 185,900 $ 2,880 $ 18,519 $ 207,299 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 — — 153,447 153,447 Profit share liability — — 2,464 2,464 Total liabilities $ — $ — $ 162,076 $ 162,076 There were no transfers between levels during the periods ended December 31, 2021 and June 30, 2021. Assets and Liabilities Measured at Fair Value on a Recurring Basis (Level 2) Securities Available for Sale As of December 31, 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 and Constant Maturity Swaps) As of December 31, 2021 and June 30, 2021, derivatives instruments included interest rate cap agreements which we entered into to manage interest costs and the risk associated with variable interest rates or in certain instances to offset pricing fluctuations with third-party loan buyers. As of December 31, 2021, derivatives instruments also included a series of constant maturity swaps which were entered into for the purpose of offsetting variable cash flows related to loan sale pricing fluctuations with third-party loan buyers. Neither the interest rate caps or the constant maturity swaps have been designated as hedging instruments. As of December 31, 2021 and June 30, 2021, each of the interest rate caps and constant maturity swaps are in a net asset position and classified as Level 2 within the fair value hierarchy, based on prices quoted for similar financial instruments in markets that are not active. The fair values are presented gross within other assets and offsetting collateral received by the counterparty is presented as a liability within accrued expenses and other liabilities on the interim condensed consolidated balance sheets. Any changes in the fair value of these 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, securitization notes and 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 $2,511.9 million and $3,605.0 million for the three and six months ended December 31, 2021, respectively, and $834.9 million and $1,256.5 million for the three and six months ended December 31, 2020, respectively, for which we retained servicing rights. As of December 31, 2021 and June 30, 2021, we serviced loans which we sold with a remaining unpaid principal balance of $3,746.6 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 $11.3 million and $20.8 million of servicing income for the three and six months ended December 31, 2021, respectively, and $5.2 million and $9.3 million for the three and six months ended December 31, 2020, respectively. As of both December 31, 2021 and June 30, 2021, the aggregate fair value of the servicing assets was measured at $2.2 million and $2.3 million, respectively and presented within other assets on the interim condensed consolidated balance sheets. As of December 31, 2021 and June 30, 2021, the aggregate fair value of the servicing liabilities was measured at $8.6 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 Three Months Ended December 31, Six Months Ended 2021 2020 2021 2020 Fair value at beginning of period $ 2,287 $ 1,453 $ 2,349 $ 2,132 Initial transfers of financial assets 645 1,280 1,114 1,530 Subsequent changes in fair value (754) (810) (1,285) (1,739) Fair value at end of period $ 2,178 $ 1,923 $ 2,178 $ 1,923 The following table summarizes the activity related to the aggregate fair value of our servicing liabilities (in thousands): Servicing Liabilities Three Months Ended December 31, Six Months Ended 2021 2020 2021 2020 Fair value at beginning of period $ 3,610 $ 1,521 $ 3,961 $ 1,540 Initial transfers of financial assets 6,749 2,207 8,724 3,213 Subsequent changes in fair value (1,733) (902) (4,059) (1,927) Fair value at end of period $ 8,626 $ 2,826 $ 8,626 $ 2,826 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 December 31, 2021: Unobservable Input Minimum Maximum Weighted Average Servicing assets Discount rate 30.00 % 30.00 % 30.00 % Adequate compensation (1) 0.86 % 0.93 % 0.88 % Net default rate 0.79 % 2.32 % 1.04 % Servicing liabilities Discount rate 30.00 % 30.00 % 30.00 % Adequate compensation (1) 0.60 % 1.76 % 1.31 % Net default rate 1.39 % 24.22 % 10.52 % (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): December 31, 2021 June 30, 2021 Servicing assets Net default rate assumption: Net default rate increase of 25% $ (11) $ (7) Net default rate increase of 50% $ (21) $ (15) Adequate compensation assumption: Adequate compensation increase of 25% $ (2,296) $ (2,006) Adequate compensation increase of 50% $ (4,592) $ (4,011) Discount rate assumption: Discount rate increase of 25% $ 23 $ (4) Discount rate increase of 50% $ 37 $ (1) Servicing liabilities Net default rate assumption: Net default rate increase of 25% $ (65) $ (40) Net default rate increase of 50% $ (174) $ (61) Adequate compensation assumption: Adequate compensation increase of 25% $ 6,376 $ 3,060 Adequate compensation increase of 50% $ 12,756 $ 6,119 Discount rate assumption: Discount rate increase of 25% $ (285) $ (137) Discount rate increase of 50% $ (547) $ (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 Three Months Ended December 31, Six Months Ended 2021 2020 2021 2020 Fair value at beginning of period $ 1,335 $ 1,010 $ 1,290 $ 875 Purchases of loans 503 375 833 721 Subsequent changes in fair value (308) (180) (593) (391) Fair value at end of period $ 1,530 $ 1,205 $ 1,530 $ 1,205 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 December 31, 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% 2.89% 2.15% 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% 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 Six Months Ended Fair value at beginning of period $ 745 $ 914 Repayments (148) (403) Subsequent changes in fair value 22 108 Fair value at end of period $ 619 $ 619 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 December 31, 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): December 31, 2021 Discount rate assumption: Discount rate increase of 25% $ (12) Discount rate increase of 50% $ (23) Loss rate assumption: Loss rate increase of 25% $ (16) Loss rate increase of 50% $ (32) Prepayment rate assumption: Prepayment rate decrease of 25% $ (9) Prepayment rate decrease of 50% $ (5) Retained Beneficial Interests in Unconsolidated VIEs As of December 31, 2021, the Company held notes receivable and residual trust certificates with an aggregate fair value of $25.3 million in connection with the 2021-Z1 and 2021-Z2 securitizations, which are both unconsolidated securitizations. 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 and 2021-Z2 securitization trusts. 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 during the three and six months ended December 31, 2021 (in thousands): Three Months Ended December 31, 2021 Six Months Ended December 31, 2021 Fair value at beginning of period $ 13,744 $ 16,170 Additions 13,695 13,695 Cash received (due to payments or sales) (2,080) (4,384) Change in unrealized gain (loss) (73) (184) Accrued interest 84 70 Reversal of (impairment on) securities available for sale (51) (48) Fair value at end of period $ 25,319 $ 25,319 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 December 31, 2021: Unobservable Input Minimum Maximum Weighted Average Discount rate 1.28% 20.25% 1.96% Loss rate 0.61% 1.55% 0.84% Prepayment rate 5.25% 12.00% 11.31% 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): December 31, 2021 Discount rate assumption: Discount rate increase of 25% $ (131) Discount rate increase of 50% $ (259) Loss rate assumption: Loss rate increase of 25% $ (48) Loss rate increase of 50% $ (97) Prepayment rate assumption: Prepayment rate decrease of 25% $ (56) Prepayment rate decrease of 50% $ (27) Contingent Consideration Our acquisition of PayBright included consideration transferred and shares held in escrow, contingent upon the achievement of future milestones. We classified the contingent consideration as a liability. The acquisition date fair value of the contingent consideration liability was estimated using a Monte Carlo simulation in which the fair value is equal to the estimated number of shares to be released from escrow, which are determined based on simulated revenue, multiplied by the simulated share price, discounted at the risk-free rate. The liability is remeasured to its fair value at each reporting date, utilizing a Monte Carlo simulation for periods in which actual revenues are unknown, until the contingency is resolved. 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 and six months ended December 31, 2021 (in thousands): Three Months Ended Six Months Ended Fair value at beginning of period $ 290,719 $ 153,447 Subsequent changes in fair value (34,026) 107,567 Effect of foreign currency translation (2,943) (7,264) Fair value at end of period $ 253,750 $ 253,750 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 December 31, 2021: Unobservable Input Minimum Maximum Weighted Average Discount rate 13.00% 13.00% 13.00% Equity volatility 19.00% 90.00% 68.00% Revenue volatility 12.00% 105.00% 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. For the three and six months ended December 31, 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 and six months ended December 31, 2021 (in thousands): Three Months Ended December 31, 2021 Six Months Ended December 31, 2021 Fair value at beginning of period $ 1,400 $ 2,464 Facilitation of loans 2,534 3,574 Actual performance (1,011) (1,011) Subsequent changes in fair value (871) (2,975) Fair value at end of period $ 2,052 $ 2,052 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 December 31, 2021: Unobservable Input Minimum Maximum Weighted Average Discount rate 30.00% 30.00% 30.00% Program profitability 1.29% 3.55% 1.31% 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 December 31, 2021 (in thousands): Carrying Amount Level 1 Level 2 Level 3 Balance at Fair Value Assets: Loans held for sale 27,394 — 27,394 — 27,394 Loans held for investment, net 2,267,230 — — 2,206,786 2,206,786 Accounts receivable, net 134,571 — 134,571 — 134,571 Other assets 96,994 — 96,994 — 96,994 Total assets $ 2,526,189 $ — $ 258,959 $ 2,206,786 $ 2,465,745 Liabilities: Accounts payable $ 45,589 $ — $ 45,589 $ — $ 45,589 Payable to third-party loan owners 71,515 — 71,515 — 71,515 Accrued interest payable 2,621 — 2,621 — 2,621 Accrued expenses and other liabilities 169,956 — 165,732 4,224 169,956 Convertible senior notes, net (1) 1,704,607 — 1,569,895 — 1,569,895 Notes issued by securitization trusts 1,577,264 — — 1,576,600 1,576,600 Funding debt 656,636 — — 656,641 656,641 Total liabilities $ 4,228,188 $ — $ 1,855,352 $ 2,237,465 $ 4,092,817 (1) The estimated fair value of the Convertible senior notes is determined based on a market approach, using the estimated or actual bids and offers of the Notes in an over-the-counter market on the last business day of the period. Carrying Amount Level 1 Level 2 Level 3 Balance at Fair Value Assets: 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 $ 2,180,415 $ — $ 275,855 $ 1,883,364 $ 2,159,219 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 |