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, 2022 and June 30, 2022 (in thousands): September 30, 2022 Level 1 Level 2 Level 3 Total Assets: Cash and cash equivalents: Money market funds $ 306,461 $ — $ — $ 306,461 Certificates of deposit — 17,495 — 17,495 Commercial paper — 111,048 — 111,048 Government bonds - U.S. — 287,379 — 287,379 Securities available for sale: Certificate of deposit — 291,679 — 291,679 Corporate bonds — 326,860 — 326,860 Commercial paper — 307,560 — 307,560 Government bonds: Non-U.S. — 11,932 — 11,932 U.S. — 257,757 — 257,757 Securitization notes receivable and residual trust certificates — — 41,503 41,503 Servicing assets — — 1,142 1,142 Derivative instruments — 70,769 — 70,769 Total assets $ 306,461 $ 1,682,479 $ 42,645 $ 2,031,585 Liabilities: Servicing liabilities $ — $ — $ 3,152 $ 3,152 Performance fee liability — — 1,763 1,763 Residual trust certificates, held by third-parties — — 308 308 Contingent consideration — — 24,269 24,269 Profit share liability — — 1,876 1,876 Total liabilities $ — $ — $ 31,368 $ 31,368 June 30, 2022 Level 1 Level 2 Level 3 Total Assets: Cash and cash equivalents: Money market funds $ 162,483 $ — $ — $ 162,483 Certificates of deposit — 16,026 — 16,026 Commercial paper — 229,272 — 229,272 Government bonds - U.S. — 58,541 — 58,541 Securities available for sale: Certificate of deposit — 300,390 — 300,390 Corporate bonds — 368,671 — 368,671 Commercial paper — 478,293 — 478,293 Government bonds: Non-U.S. — 17,955 — 17,955 U.S. — 378,386 — 378,386 Securitization notes receivable and residual trust certificates — — 51,678 51,678 Servicing assets — — 1,192 1,192 Derivative instruments — 49,983 — 49,983 Total assets $ 162,483 $ 1,897,517 $ 52,870 $ 2,112,870 Liabilities: Servicing liabilities $ — $ — $ 2,673 $ 2,673 Performance fee liability — — 1,710 1,710 Residual trust certificates, held by third-parties — — 377 377 Contingent consideration — — 23,348 23,348 Profit share liability — — 1,987 1,987 Total liabilities $ — $ — $ 30,095 $ 30,095 There were no transfers between levels during the periods ended September 30, 2022 and June 30, 2022. Assets and Liabilities Measured at Fair Value on a Recurring Basis (Level 2) Securities Available for Sale As of September 30, 2022, 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 Our primary objective in holding derivatives is to reduce the volatility in cash flows associated with our funding activities, arising from changes in interest rates. We do not employ derivatives for trading or speculative purposes. As of September 30, 2022, we used a combination of interest rate cap agreements and interest rate swaps to manage interest costs and the risk associated with variable interest rates. Neither the interest rate caps or the interest rate swaps have been designated as hedging instruments. As of September 30, 2022 and June 30, 2022, the interest rate caps and interest rate 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 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 $2.0 billion and $1.1 billion for the three months ended September 30, 2022 and 2021, respectively, for which we retained servicing rights. As of September 30, 2022 and June 30, 2022, we serviced loans which we sold with a remaining unpaid principal balance of $4.5 billion for both periods. 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 $21.4 million and $9.5 million of servicing income for the three months ended September 30, 2022 and 2021, respectively. As of September 30, 2022 and June 30, 2022, the aggregate fair value of the servicing assets was measured at $1.1 million and $1.2 million, respectively, and presented within other assets on the interim condensed consolidated balance sheets. As of September 30, 2022 and June 30, 2022, the aggregate fair value of the servicing liabilities was measured at $3.2 million and $2.7 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): Three Months Ended September 30, 2022 2021 Fair value at beginning of period $ 1,192 $ 2,349 Initial transfers of financial assets 29 469 Subsequent changes in fair value (79) (531) Fair value at end of period $ 1,142 $ 2,287 The following table summarizes the activity related to the aggregate fair value of our servicing liabilities (in thousands): Three Months Ended September 30, 2022 2021 Fair value at beginning of period $ 2,673 $ 3,961 Initial transfers of financial assets 1,988 1,975 Subsequent changes in fair value (1,509) (2,326) Fair value at end of period $ 3,152 $ 3,610 The following tables 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, 2022 and June 30, 2022: September 30, 2022 Unobservable Input Minimum Maximum Weighted Average Servicing assets Discount rate 30.00 % 30.00 % 30.00 % Adequate compensation (1) 0.75 % 3.00 % 1.06 % Gross default rate (2) 1.33 % 54.22 % 1.57 % Servicing liabilities Discount rate 30.00 % 30.00 % 30.00 % Adequate compensation (1) 0.75 % 3.00 % 2.22 % Gross default rate (2) 10.00 % 31.48 % 14.55 % June 30, 2022 Unobservable Input Minimum Maximum Weighted Average Servicing assets Discount rate 30.00 % 30.00 % 30.00 % Adequate compensation (1) 0.78 % 1.85 % 1.10 % Gross default rate (2) 0.59 % 50.59 % 1.59 % Servicing liabilities Discount rate 30.00 % 30.00 % 30.00 % Adequate compensation (1) 2.13 % 2.34 % 2.21 % Gross default rate (2) 9.03 % 24.44 % 13.81 % (1) Annualized estimated cost of servicing a loan as a percentage of unpaid principal balance (2) Annualized estimated gross charge-offs 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, 2022 June 30, 2022 Servicing assets Gross default rate assumption: Gross default rate increase of 25% $ — $ 11 Gross default rate increase of 50% $ (1) $ 22 Adequate compensation assumption: Adequate compensation increase of 25% $ (2,625) $ (3,513) Adequate compensation increase of 50% $ (5,249) $ (7,026) Discount rate assumption: Discount rate increase of 25% $ (47) $ (57) Discount rate increase of 50% $ (90) $ (109) Servicing liabilities Gross default rate assumption: Gross default rate increase of 25% $ (30) $ (10) Gross default rate increase of 50% $ (52) $ (21) Adequate compensation assumption: Adequate compensation increase of 25% $ 7,058 $ 6,139 Adequate compensation increase of 50% $ 14,115 $ 12,278 Discount rate assumption: Discount rate increase of 25% $ (60) $ (50) Discount rate increase of 50% $ (117) $ (98) 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 The following table summarizes the activity related to the fair value of the performance fee liability (in thousands): Three Months Ended September 30, 2022 2021 Fair value at beginning of period $ 1,710 $ 1,290 Purchases of loans 479 330 Subsequent changes in fair value (426) (285) Fair value at end of period $ 1,763 $ 1,335 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 tables present quantitative information about the significant unobservable inputs used for our Level 3 fair value measurement of the performance fee liability as of September 30, 2022 and June 30, 2022: September 30, 2022 Unobservable Input Minimum Maximum Weighted Average Discount rate 10.00% 10.00% 10.00% Refund rate 4.50% 4.50% 4.50% Default rate 1.79% 3.27% 1.94% June 30, 2022 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% 3.10% 2.42% Residual Trust Certificates Held by Third-Parties in Consolidated VIEs 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 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 September 30, 2022 2021 Fair value at beginning of period $ 377 $ 914 Repayments (99) (255) Subsequent changes in fair value 30 86 Fair value at end of period $ 308 $ 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 present 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, 2022 and June 30, 2022: September 30, 2022 Unobservable Input Minimum Maximum Weighted Average Discount rate 10.00% 15.00% 10.00% Loss rate 0.75% 1.13% 0.75% Prepayment rate 4.00% 8.00% 8.00% June 30, 2022 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% Retained Beneficial Interests in Unconsolidated VIEs As of September 30, 2022, the Company held notes receivable and residual trust certificates with an aggregate fair value of $41.5 million in connection with unconsolidated securitizations. The balances correspond to the 5% economic risk retention the Company is required to maintain as the securitization sponsor. 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 allowance, 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, 2022 2021 Fair value at beginning of period $ 51,678 $ 16,170 Cash received (due to payments or sales) (9,772) (2,304) Change in unrealized gain (loss) (648) (111) Accrued interest 453 (14) Reversal of (impairment on) securities available for sale (208) 3 Fair value at end of period $ 41,503 $ 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 tables present quantitative information about the significant unobservable inputs used for our Level 3 fair value measurement of the residual trust certificates as of September 30, 2022 and June 30, 2022 : September 30, 2022 Unobservable Input Minimum Maximum Weighted Average Discount rate 5.31% 26.38% 6.64% Loss rate 0.83% 6.31% 2.04% Prepayment rate 5.25% 35.00% 18.53% June 30, 2022 Unobservable Input Minimum Maximum Weighted Average Discount rate 3.68% 22.50% 5.37% Loss rate 0.61% 10.95% 2.65% Prepayment rate 5.25% 35.00% 18.48% 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, 2022 June 30, 2022 Discount rate assumption: Discount rate increase of 25% $ (527) $ (1,410) Discount rate increase of 50% $ (1,036) $ (2,295) Loss rate assumption: Loss rate increase of 25% $ (314) $ (729) Loss rate increase of 50% $ (539) $ (964) Prepayment rate assumption: Prepayment rate decrease of 25% $ (43) $ (545) Prepayment rate decrease of 50% $ (87) $ (519) Contingent Consideration Our acquisition of PayBright, Inc. (“PayBright”) on January 1, 2021 included consideration transferred and 2,587,362 shares of our common stock held in escrow, c ontingent upon the achievement of future milestones. At the acquisition date, we classified the contingent consideration as a liability and estimated its fair value using a Monte Carlo simulation utilizing assumptions of simulated revenue, equity volatility, and a discount 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 resolv ed. During the year ended June 30, 2022, one of these milestones was achieved and 1,293,681 shares of our Class A common stock were released from escrow, resulting in a reduction to the contingent liability. During the three months ended September 30, 2022, an additional milestone was achieved and the fair value was estimated based on the shares expected to be released from escrow multiplied by the estimated share price. The fair value estimate represents a Level 3 measurement, as the revenue milestone represents a significant unobservable input. 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 (in thousands): Three Months Ended September 30, 2022 2021 Fair value at beginning of period $ 23,348 $ 153,447 Subsequent changes in fair value 2,760 141,592 Effect of foreign currency translation (1,839) (4,320) Fair value at end of period $ 24,269 $ 290,719 Profit Share Liability On January 1, 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 (in thousands): Three Months Ended September 30, 2022 2021 Fair value at beginning of period $ 1,987 $ 2,464 Facilitation of loans 1,133 1,040 Actual performance (2,876) — Subsequent changes in fair value 1,632 (2,104) Fair value at end of period $ 1,876 $ 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, 2022 and June 30, 2022 : Unobservable Input Minimum Maximum Weighted Average Discount rate 30.00% 30.00% 30.00% Program profitability 1.25% 3.54% 1.28% Financial Assets and Liabilities Not Recorded at Fair Value The following tables present the fair value hierarchy for financial assets and liabilities not recorded at fair value as of September 30, 2022 and June 30, 2022 (in thousands): September 30, 2022 Carrying Amount Level 1 Level 2 Level 3 Balance at Fair Value Assets: Loans held for sale $ 7,112 $ — $ 7,112 $ — $ 7,112 Loans held for investment, net 2,528,612 — — 2,529,253 2,529,253 Other assets 12,867 — 12,867 — 12,867 Total assets $ 2,548,591 $ — $ 19,979 $ 2,529,253 $ 2,549,232 Liabilities: Convertible senior notes, net (1) $ 1,707,724 $ — $ 1,061,540 $ — $ 1,061,540 Notes issued by securitization trusts 1,720,812 — — 1,429,045 1,429,045 Funding debt (2) 804,743 — — 804,830 804,830 Total liabilities $ 4,233,279 $ — $ 1,061,540 $ 2,233,875 $ 3,295,415 June 30, 2022 Carrying Amount Level 1 Level 2 Level 3 Balance at Fair Value Assets: Loans held for sale $ 2,670 $ — $ 2,670 $ — $ 2,670 Loans held for investment, net 2,348,169 — — 2,412,871 2,412,871 Other assets 12,661 — 12,661 — 12,661 Total assets $ 2,363,500 $ — $ 15,331 $ 2,412,871 $ 2,428,202 Liabilities: Convertible senior notes, net (1) $ 1,706,668 $ — $ 984,285 $ — $ 984,285 Notes issued by securitization trusts 1,627,580 — — 1,529,401 1,529,401 Funding debt (2) 683,395 — — 683,388 683,388 Total liabilities $ 4,017,643 $ — $ 984,285 $ 2,212,789 $ 3,197,074 (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. |