3 unchanged sentences
(In Thousands, Except for Share Data)
+Added: September 30,
2022 December 31,
32 unchanged sentences
100,000,000 shares authorized;
−Removed: 3,234,000 shares issued and outstanding as of June 30, 2022 and December 31, 2021
+Added: 3,234,000 shares issued and outstanding as of September 30, 2022 and December 31, 2021
320,374 320,374
2 unchanged sentences
3,100,000,000 and 3,100,000,000 shares authorized;
−Removed: 922,103,100 and 828,154,462 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively (4)
+Added: 927,345,977 and 828,154,462 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively (4)
Additional paid-in capital 6,654,026 5,561,831
5 unchanged sentences
(1) Financial statement line items include amounts in consolidated variable interest entities (“VIEs”).
−Removed: (2) As of June 30, 2022 and December 31, 2021, includes loans held for sale measured at fair value of $ 7,959,382 and $ 5,952,972 , respectively.
−Removed: (3) Redemption amount is $ 323,400 as of June 30, 2022 and December 31, 2021.
−Removed: (4) Includes 100,000,000 non-voting common shares authorized and no non-voting common shares issued and outstanding as of June 30, 2022 and December 31, 2021.
+Added: (2) As of September 30, 2022 and December 31, 2021, includes loans held for sale measured at fair value of $ 10,924,056 and $ 5,952,972 , respectively.
+Added: (3) Redemption amount is $ 323,400 as of September 30, 2022 and December 31, 2021.
+Added: (4) Includes 100,000,000 non-voting common shares authorized and no non-voting common shares issued and outstanding as of September 30, 2022 and December 31, 2021.
See Note 11 for additional information.
4 unchanged sentences
(In Thousands, Except for Share and Per Share Data)
−Removed: Three Months Ended June 30, Six Months Ended June 30,
+Added: Three Months Ended September 30, Nine Months Ended September 30,
2022 2021 2022 2021
37 unchanged sentences
Loss before income taxes ( 74,451 ) ( 29,866 ) ( 279,772 ) ( 371,723 )
−Removed: Income tax (expense) benefit
+Added: Income tax benefit (expense)
242 ( 181 ) ( 629 ) ( 1,202 )
3 unchanged sentences
Foreign currency translation adjustments, net 325 204 231 ( 142 )
−Removed: Total other comprehensive loss ( 2,047 ) ( 266 ) ( 6,540 ) ( 346 )
+Added: Total other comprehensive income (loss) ( 1,589 ) 54 ( 8,129 ) ( 292 )
Comprehensive loss $ ( 75,798 ) $ ( 29,993 ) $ ( 288,530 ) $ ( 373,217 )
11 unchanged sentences
Shares Amount
−Removed: Balance at March 31, 2022 915,673,855 $ 91 $ 6,509,643 $ ( 5,964 ) $ ( 1,293,471 ) $ 5,210,299 3,234,000 $ 320,374
+Added: Balance at June 30, 2022 922,103,100 $ 92 $ 6,583,405 $ ( 8,011 ) $ ( 1,389,306 ) $ 5,186,180 3,234,000 $ 320,374
Share-based compensation expense — — 83,676 — — 83,676 — —
2 unchanged sentences
Exercise of common stock options 234,622 — 429 — — 429 — —
+Added: Issuance of common stock in acquisition ( 155,794 ) — ( 1,665 ) — — ( 1,665 ) — —
Redeemable preferred stock dividends — — ( 10,189 ) — — ( 10,189 ) — —
1 unchanged sentence
Other comprehensive loss, net of taxes — — — ( 1,589 ) — ( 1,589 ) — —
−Removed: Balance at June 30, 2022 922,103,100 $ 92 $ 6,583,405 $ ( 8,011 ) $ ( 1,389,306 ) $ 5,186,180 3,234,000 $ 320,374
+Added: Balance at September 30, 2022 927,345,977 $ 92 $ 6,654,026 $ ( 9,600 ) $ ( 1,463,515 ) $ 5,181,003 3,234,000 $ 320,374
Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Loss Accumulated Deficit Permanent Equity Temporary Equity
10 unchanged sentences
Other comprehensive loss, net of taxes — — — ( 8,129 ) — ( 8,129 ) — —
−Removed: Balance at June 30, 2022 922,103,100 $ 92 $ 6,583,405 $ ( 8,011 ) $ ( 1,389,306 ) $ 5,186,180 3,234,000 $ 320,374
+Added: Balance at September 30, 2022 927,345,977 $ 92 $ 6,654,026 $ ( 9,600 ) $ ( 1,463,515 ) $ 5,181,003 3,234,000 $ 320,374
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
3 unchanged sentences
(In Thousands, Except for Share Data)
−Removed: Additional Paid-In Capital Accumulated Other Comprehensive Loss Accumulated Deficit Permanent Equity (Deficit) Temporary Equity
+Added: Additional Paid-In Capital Accumulated Other Comprehensive Loss Accumulated Deficit Permanent Equity Temporary Equity
Shares Amount
−Removed: Balance at March 31, 2021 119,018,914 $ — $ 583,349 $ ( 246 ) $ ( 876,741 ) $ ( 293,638 ) 469,150,522 $ 3,173,686
+Added: Balance at June 30, 2021 794,692,813 $ 79 $ 5,249,878 $ ( 512 ) $ ( 1,042,055 ) $ 4,207,390 3,234,000 $ 320,374
Share-based compensation expense
8 unchanged sentences
— — ( 10,189 ) — — ( 10,189 ) — —
−Removed: Issuance of contingently issuable stock 1,281,132 — — — — — — —
−Removed: Cancellation of redeemable preferred stock related to a business combination — — — — — — ( 83,856 ) ( 743 )
−Removed: Conversion of redeemable preferred stock warrants into permanent equity — — 161,775 — — 161,775 — —
−Removed: Conversion of redeemable preferred stock to common stock 450,832,666 45 2,702,524 — — 2,702,569 ( 450,832,666 ) ( 2,702,569 )
−Removed: Issuance of common stock in connection with Business Combination and PIPE Investment 222,878,889 22 1,789,579 — — 1,789,601 — —
−Removed: Costs directly attributable to the issuance of common stock in connection with Business Combination and PIPE Investment — — ( 27,539 ) — — ( 27,539 ) — —
−Removed: Repurchase of redeemable common stock — — — — — — ( 15,000,000 ) ( 150,000 )
−Removed: Change in par for historical SoFi common stock — 12 ( 12 ) — — — — —
Net loss — — — — ( 30,047 ) ( 30,047 ) — —
−Removed: Other comprehensive loss, net of taxes — — — ( 266 ) — ( 266 ) — —
−Removed: Balance at June 30, 2021 794,692,813 $ 79 $ 5,249,878 $ ( 512 ) $ ( 1,042,055 ) $ 4,207,390 3,234,000 $ 320,374
+Added: Other comprehensive income, net of taxes — — — 54 — 54 — —
+Added: Balance at September 30, 2021 805,667,914 $ 80 $ 5,321,009 $ ( 458 ) $ ( 1,072,102 ) $ 4,248,529 3,234,000 $ 320,374
Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Loss Accumulated Deficit Permanent Equity (Deficit) Temporary Equity
16 unchanged sentences
Other comprehensive loss, net of taxes — — — ( 292 ) — ( 292 ) — —
−Removed: Balance at June 30, 2021 794,692,813 $ 79 $ 5,249,878 $ ( 512 ) $ ( 1,042,055 ) $ 4,207,390 3,234,000 $ 320,374
+Added: Balance at September 30, 2021 805,667,914 $ 80 $ 5,321,009 $ ( 458 ) $ ( 1,072,102 ) $ 4,248,529 3,234,000 $ 320,374
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
3 unchanged sentences
(In Thousands)
−Removed: Six Months Ended June 30,
+Added: Nine Months Ended September 30,
Operating activities
Net loss $ ( 280,401 ) $ ( 372,925 )
−Removed: Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
+Added: Adjustments to reconcile net loss to net cash used in operating activities:
+Added: Share-based compensation expense
+Added: 235,018 162,289
Depreciation and amortization
1 unchanged sentence
Deferred debt issuance and discount expense
−Removed: Share-based compensation expense
12,106 14,228
+Added: Provision for credit losses 39,387 2,887
Deferred income taxes
4 unchanged sentences
Fair value changes in warrant liabilities
−Removed: Fair value adjustment to related party notes receivable
11,635 ( 7,275 )
11 unchanged sentences
28,265 18,037
−Removed: Net cash provided by (used in) operating activities $ ( 1,956,723 ) $ 82,608
+Added: Net cash used in operating activities $ ( 4,837,023 ) $ ( 113,928 )
Investing activities
5 unchanged sentences
Changes in loans, net ( 130,100 ) —
−Removed: Proceeds from non-securitization investments
Proceeds from securitization investments
99,760 201,093
+Added: Purchases of non-securitization investments
+Added: Proceeds from non-securitization investments
Acquisition of businesses, net of cash acquired
7 unchanged sentences
(In Thousands)
−Removed: Six Months Ended June 30,
+Added: Nine Months Ended September 30,
Financing activities
18 unchanged sentences
Effect of exchange rates on cash and cash equivalents
−Removed: ( 94 ) ( 346 )
Net increase (decrease) in cash, cash equivalents, restricted cash and restricted cash equivalents $ 492,996 $ ( 469,200 )
15 unchanged sentences
(In Thousands)
−Removed: Six Months Ended June 30,
+Added: Nine Months Ended September 30,
Supplemental non-cash investing and financing activities
9 unchanged sentences
Share-based compensation capitalized related to internally-developed software 16,177 —
+Added: Redeemable preferred stock dividends accrued but unpaid 10,189 10,189
Non-cash property, equipment, software and intangible asset additions
1 unchanged sentence
Securitization investments acquired via loan transfers
+Added: Available-for-sale investment securities purchased but unpaid — 7,712
Costs directly attributable to the issuance of common stock paid in 2020 — 588
9 unchanged sentences
Organization, Summary of Significant Accounting Policies and New Accounting Standards
−Removed: Social Finance, Inc.
−Removed: (“Social Finance”) entered into a merger agreement (the “Agreement”) with Social Capital Hedosophia Holdings Corp.
−Removed: V (“SCH”) on January 7, 2021.
−Removed: The transactions contemplated by the terms of the Agreement were completed on May 28, 2021 (the “Closing”), in conjunction with which SCH changed its name to SoFi Technologies, Inc.
+Added: Social Finance entered into the Agreement with SCH on January 7, 2021.
+Added: The transactions contemplated by the terms of the Agreement were completed on May 28, 2021, in conjunction with which SCH changed its name to SoFi Technologies, Inc.
(hereafter referred to, collectively with its subsidiaries, as “SoFi”, the “Company”, “we”, “us” or “our”, unless the context otherwise requires).
6 unchanged sentences
Since its founding, SoFi has expanded its lending strategy to offer home loans, personal loans and credit cards.
−Removed: The Company has also developed non-lending financial products, such as money management and investment product offerings, and has also leveraged its financial services platform to empower other businesses.
+Added: The Company also developed non-lending financial products, such as money management and investment product offerings, and has also leveraged its financial services platform to empower other businesses.
The Company has continued to expand its product offerings through strategic acquisitions.
9 unchanged sentences
We condensed or omitted certain notes and other financial information from the interim financial statements presented herein.
−Removed: The financial data and other information disclosed in these Notes to Unaudited Condensed Consolidated Financial Statements related to the three and six months ended June 30, 2022 and 2021 are unaudited and should be read in conjunction with the annual consolidated statements included in our annual filing on Form 10-K filed with the SEC on March 1, 2022.
+Added: These unaudited condensed consolidated financial statements should be read in conjunction with the annual consolidated statements included in our annual filing on Form 10-K filed with the SEC on March 1, 2022.
In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments, which are of a normal recurring nature, necessary for a fair statement of the Company’s financial condition and results of operations and cash flows for the interim periods presented.
−Removed: The results for the three and six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the full year ending December 31, 2022.
−Removed: In our unaudited condensed consolidated statements of operations and comprehensive income (loss), we renamed the financial statement line item for noninterest income—technology platform fees to noninterest income—technology products and solutions to accommodate noninterest income earned from Technisys, which we acquired in the first quarter of 2022.
+Added: The results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the full year ending December 31, 2022.
+Added: In our unaudited condensed consolidated statements of operations and comprehensive income (loss), we renamed the financial statement line item for noninterest income—technology platform fees to noninterest income—technology products and solutions in the first quarter of 2022 to accommodate noninterest income earned from Technisys.
See Note 1 for our presentation of disaggregated revenue and Note 2 for our discussion of business combinations.
+Added: In our unaudited condensed consolidated statements of cash flows, in the third quarter of 2022 we reclassified amounts related to the provision for credit losses to a separate financial statement line item from other within the adjustments to reconcile net loss to net cash used in
SoFi Technologies, Inc.
2 unchanged sentences
(In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
+Added: operating activities.
+Added: The prior period amount was recast to conform to the current period presentation.
+Added: There was no impact to net cash used in operating activities .
Use of Judgments, Assumptions and Estimates
−Removed: The preparation of our unaudited condensed consolidated financial statements and related disclosures in conformity with GAAP requires management to make assumptions and estimates that affect the amounts reported in our unaudited condensed consolidated financial statements and accompanying notes.
−Removed: Management bases its estimates on historical experience and on various other factors it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of our assets and liabilities.
−Removed: These judgments, assumptions and estimates include, but are not limited to, the following:
+Added: The preparation of our unaudited condensed consolidated financial statements and related disclosures in conformity with GAAP requires management to make assumptions and estimates that affect the reported amounts of assets, liabilities, revenue, expenses, and the disclosures of contingent assets and liabilities.
+Added: These estimates and assumptions are inherently subjective in nature and, therefore, actual results may differ from our estimates and assumptions, and the differences could be material.
+Added: Management bases its estimates on historical experience and on various other factors it believes to be reasonable under the circumstances.
+Added: These assumptions and estimates include, but are not limited to, the following:
(i) fair value measurements;
1 unchanged sentence
(iii) consolidation of variable interest entities;
−Removed: and (iv) business combinations.
−Removed: These judgments, estimates and assumptions are inherently subjective in nature and, therefore, actual results may differ from our estimates and assumptions.
+Added: and (v) business combinations.
Cash and Cash Equivalents
2 unchanged sentences
Restricted Cash and Restricted Cash Equivalents
−Removed: Restricted cash and restricted cash equivalents consist primarily of cash deposits, certificate of deposit accounts held on reserve, money market funds held by consolidated VIEs, and collection balances.
+Added: Restricted cash and restricted cash equivalents primarily include cash deposits, certificate of deposit accounts held on reserve, money market funds held by consolidated VIEs, and collection balances.
These accounts are earmarked as restricted because the balances are either member balances held in our custody, cash segregated for regulatory purposes associated with brokerage activities, escrow requirements for certain debt facilities and derivative agreements, deposits required by various bank holding companies we partner with (“Member Banks”) that support one or more of our products, loan collection balances awaiting disbursement, consolidated VIE cash balances that we cannot use for general operating purposes, or other legally restricted balances.
3 unchanged sentences
Loans that we intend to sell to third-party purchasers or for which we do not have the ability and intent to hold for the foreseeable future are classified as held for sale.
−Removed: We elected the fair value option to measure our personal loans, student loans and home loans, as we believe that fair value best reflects the expected economic performance of the loans, as well as our intentions given our gain-on-sale origination model.
+Added: We elected the fair value option to measure our personal loans, student loans and home loans, as we believe that fair value best reflects the expected economic performance of the loans, as well as our intentions given our primary gain-on-sale origination model.
Therefore, these loans are carried at fair value on a recurring basis.
5 unchanged sentences
Loans Measured at Amortized Cost
−Removed: For our loans measured at amortized cost, direct loan origination costs are deferred and amortized on a straight-line basis over the privilege period (12 months) for credit card loans and amortized using the effective interest method over the contractual term of the loans for commercial and consumer banking loans, within interest income—loans in the unaudited condensed consolidated statements of operations and comprehensive income (loss).
−Removed: During the three and six months ended
+Added: For our loans measured at amortized cost, direct loan origination costs are deferred and amortized on a straight-line basis over the privilege period (12 months) for credit card loans and amortized using the effective interest method over the
SoFi Technologies, Inc.
2 unchanged sentences
(In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
−Removed: June 30, 2022, we amortized $ 2,088 and $ 3,685 , respectively, of deferred costs into interest income and had a remaining balance of deferred costs of $ 4,600 as of June 30, 2022.
+Added: contractual term of the loans for commercial and consumer banking loans, within interest income—loans in the unaudited condensed consolidated statements of operations and comprehensive income (loss).
+Added: During the three and nine months ended September 30, 2022, we amortized $ 2,150 and $ 5,835 , respectively, of deferred costs into interest income and had a remaining balance of deferred costs of $ 3,974 as of September 30, 2022.
Commercial and consumer banking loans are reported as delinquent when they become 30 or more days past due.
1 unchanged sentence
For consumer banking loans, delinquent loans are charged off after 120 days of delinquency or on the date of confirmed loss.
+Added: For commercial loans, performance is monitored on an individual loan basis and delinquent loans are charged off when collectability of interest and principal on the loan is not reasonably assured.
Purchased Credit Deteriorated Assets
12 unchanged sentences
TDRs identified by Golden Pacific prior to the acquisition were recorded at fair value with a new accounting basis established as of the date of acquisition.
−Removed: There were no modifications subsequent to acquisition.
Allowance for Credit Losses
−Removed: As of June 30, 2022, we applied ASC 326, Financial Instruments—Credit Losses (“ASC 326”), to the following:
+Added: As of September 30, 2022, we applied ASC 326, Financial Instruments—Credit Losses (“ASC 326”), to the following:
(i) cash equivalents and restricted cash equivalents, (ii) accounts receivable from contracts with customers, inclusive of servicing related receivables, (iii) margin receivables, which were attributable to our activities at 8 Limited, (iv) certain loan repurchase reserves representing guarantees of credit exposure, (v) loans measured at amortized cost, including credit card, and commercial and consumer banking loans acquired during the first quarter of 2022, and (vi) investments in available-for-sale debt securities.
3 unchanged sentences
An allowance for credit losses on our investments in available-for-sale (“AFS”) debt securities is required for any portion of impaired securities that is attributable to credit-related factors.
−Removed: As of June 30, 2022, we concluded that the credit-related impairment was immaterial.
−Removed: We did not recognize an allowance for credit losses on impaired investments in AFS debt securities as of June 30, 2022.
+Added: As of September 30, 2022, we concluded that the credit-related impairment was immaterial.
Investments in Equity Securities
6 unchanged sentences
(In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
−Removed: Restricted Investments
−Removed: Subsequent to operating SoFi Bank, we have investments in Federal Reserve Bank (“FRB”) stock and Federal Home Loan Bank (“FHLB”) stock, which are restricted investment securities that are not marketable.
−Removed: These investments are presented within other assets in our unaudited condensed consolidated balance sheets and are carried at cost and reviewed for impairment if indicators of impairment exist at the reporting date.
−Removed: Equity Method Investments
In August 2021, we purchased a 5 % interest in Lower Holding Company (“Lower”) for $ 20,000 and were granted a seat on Lower’s board of directors.
We accounted for the investment under the equity method of accounting.
−Removed: The investment was not deemed to be significant under either Regulation S-X, Rule 3-09 or Rule 4-08(g).
In January 2022, we relinquished our seat on Lower’s board of directors, and have no further rights to a seat on Lower’s board of directors.
As such, we no longer have significant influence over the investee, and we ceased recognizing Lower equity investment income subsequent to that date.
−Removed: Our equity method investment income for the six months ended June 30, 2022 was immaterial.
−Removed: Additionally, we did not receive any distributions during the six months ended June 30, 2022.
−Removed: As of June 30, 2022, our investment was presented within other assets in the unaudited condensed consolidated balance sheets and was measured using the measurement alternative method of accounting, which is further discussed in Note 8.
−Removed: Property, Equipment and Software
−Removed: Software includes software acquired in business combinations, purchased software and capitalized software development costs.
−Removed: The capitalization of software development costs is based on whether the software is for internal use, or is to be sold or otherwise marketed.
−Removed: Costs related to internally-developed software for internal use are capitalized when preliminary project efforts are successfully completed, and it is probable that both the project will be completed and the software will be used as intended.
−Removed: For software to be sold or marketed, development costs are capitalized after the technological feasibility of the software has been established.
−Removed: Capitalized costs consist of salaries and compensation costs for employees, fees paid to third-party consultants who are directly involved in development efforts and costs incurred for upgrades and functionality enhancements.
−Removed: Research and development costs incurred prior to the establishment of technological feasibility (for software to be sold or marketed) or prior to completion of preliminary project efforts (for internal use software) are expensed as incurred.
+Added: Our equity method investment income for the nine months ended September 30, 2022 was immaterial.
+Added: Additionally, we did no t receive any distributions during the nine months ended September 30, 2022.
+Added: As of September 30, 2022, our investment was presented within other assets in the unaudited condensed consolidated balance sheets and was measured using the measurement alternative method of accounting.
+Added: Restricted Investments
+Added: Subsequent to operating SoFi Bank, we have investments in Federal Reserve Bank (“FRB”) stock and Federal Home Loan Bank (“FHLB”) stock, which are restricted investment securities that are not marketable.
+Added: These investments are presented within other assets in our unaudited condensed consolidated balance sheets and are carried at cost and reviewed for impairment if indicators of impairment exist at the reporting date.
+Added: Goodwill and Intangible Assets
+Added: Goodwill represents the fair value of an acquired business in excess of the fair value of the identified net assets acquired.
+Added: Goodwill is tested for impairment annually or whenever indicators of impairment exist.
+Added: We apply the provisions of Accounting Standards Update (“ASU”) 2017-04, Simplifying the Test for Goodwill Impairment , to calculate goodwill impairment (if any) on at least an annual basis, which provides for an unconditional option to bypass the qualitative assessment.
+Added: Impairment of goodwill is the condition that exists when the carrying amount of a reporting unit that includes goodwill exceeds its fair value.
+Added: A goodwill impairment loss is recognized for the amount that the carrying amount of a reporting unit, including goodwill, exceeds its fair value, limited to the total amount of goodwill allocated to that reporting unit.
+Added: Therefore, if the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not impaired.
+Added: Our annual impairment testing date is October 1.
+Added: Definite-lived intangible assets are straight-line amortized over their useful lives and reviewed for impairment annually and whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable.
+Added: We do not have any indefinite-lived intangible assets.
+Added: As of September 30, 2022, we did not identify any indicators of goodwill impairment nor any indicators that the carrying amounts of our intangible assets may not be recoverable.
+Added: See Note 2 for further discussion of goodwill and intangible assets recognized in connection with recent business acquisitions.
We commenced offering deposit accounts (referred to as “SoFi Checking and Savings” accounts) to our members through SoFi Bank in the first quarter of 2022.
1 unchanged sentence
We also have noninterest-bearing deposits.
−Removed: The following table presents a detail of interest-bearing deposits as of the date indicated:
−Removed: June 30, 2022
−Removed: Interest-bearing deposits:
+Added: The following table presents a detail of interest-bearing deposits:
+Added: September 30, 2022
Demand deposits (1)(2)
4 unchanged sentences
(1) For deposit liabilities with no defined maturities, the fair value of the liabilities reflects the amount payable on demand at the reporting date.
+Added: (2) Includes brokered deposits of $ 593,903 , of which $ 493,525 are time deposits and $ 100,378 are demand deposits.
+Added: (3) The amount of time deposits that exceeded the insured limit (referred to as “uninsured deposits”) totaled $ 11,695 .
SoFi Technologies, Inc.
2 unchanged sentences
(In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
−Removed: As of June 30, 2022, the amount of time deposits that exceeded the insured limit (referred to as “uninsured deposits”) totaled $ 10,969 .
−Removed: As of June 30, 2022, future maturities of our total time deposits were as follows:
+Added: As of September 30, 2022, future maturities of our total time deposits were as follows:
Remainder of 2022 $ 431,759
−Removed: Thereafter 102
Total $ 512,515
Derivative Financial Instruments
−Removed: The following table presents the gains (losses) recognized on our derivative instruments during the periods indicated:
−Removed: Three Months Ended June 30, Six Months Ended June 30,
+Added: The following table presents the gains (losses) recognized on our derivative instruments:
+Added: Three Months Ended September 30, Nine Months Ended September 30,
2022 2021 2022 2021
9 unchanged sentences
52 7,165 1,094 7,165
+Added: Special payment (2)
+Added: — — — ( 21,181 )
Third-party warrants (3)
3 unchanged sentences
(1) Recorded within noninterest income—loan origination and sales in the unaudited condensed consolidated statements of operations and comprehensive income (loss).
−Removed: (2) Represents derivative instruments utilized to manage interest rate risk associated with certain of our securitization investments.
−Removed: (3) For the three and six months ended June 30, 2022, includes $( 461 ) and $( 603 ), respectively, recorded within noninterest income—other and $ 217 and $ 434 , respectively, recorded within noninterest expense—general and administrative in the unaudited condensed consolidated statements of operations and comprehensive income (loss), the latter of which represents the amortization of a deferred liability recognized at the initial fair value of the third party warrants acquired of $ 964 , as we are also a customer of the third party.
−Removed: The following table presents information about derivative instruments subject to enforceable master netting arrangements as of the dates indicated:
−Removed: June 30, 2022 December 31, 2021
+Added: (2) In conjunction with the Business Combination, we made a one-time special payment of $ 21.2 million to the holders of Series 1 Redeemable Preferred Stock, which was paid from the proceeds of the Business Combination and settled contemporaneously with the Business Combination in 2021.
+Added: The special payment was recognized within noninterest expense—general and administrative in the unaudited condensed consolidated statements of operations and comprehensive income (loss), as this feature was accounted for as an embedded derivative that was not clearly and closely related to the host contract, and will not have a subsequent impact on our consolidated financial results.
+Added: The Series 1 Redeemable Preferred Stock has no stated maturity.
+Added: (3) For the three and nine months ended September 30, 2022, includes $( 4 ) and $( 607 ), respectively, recorded within noninterest income—other, $ 217 and $ 651 , respectively, recorded within noninterest expense—general and administrative, and $( 132 ) and $( 132 ), respectively, recorded within noninterest expense—cost of operations in the unaudited condensed consolidated statements of operations and comprehensive income (loss).
+Added: The amount recorded to —general and administrative represents the amortization of a deferred liability recognized at the initial fair value of the third party warrants acquired of $ 964 , as we are also a customer of the third party.
+Added: The following table presents information about derivative instruments subject to enforceable master netting arrangements:
+Added: September 30, 2022 December 31, 2021
Gross Derivative Assets Gross Derivative Liabilities Gross Derivative Assets Gross Derivative Liabilities
7 unchanged sentences
_____________________
−Removed: (1) As of June 30, 2022 and December 31, 2021, we had a cash collateral requirement of $ 21,762 and $ 299 , respectively, related to these instruments.
+Added: (1) As of September 30, 2022 and December 31, 2021, we had a cash collateral requirement of $ 13,781 and $ 299 , respectively, related to these instruments.
SoFi Technologies, Inc.
2 unchanged sentences
(In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
−Removed: The following table presents the notional amounts of derivative contracts outstanding as of the dates indicated:
−Removed: June 30, 2022 December 31, 2021
+Added: The following table presents the notional amounts of derivative contracts outstanding:
+Added: September 30, 2022 December 31, 2021
Derivative contracts to manage future loan sale execution risk:
27 unchanged sentences
Measurement changes do not impact our unaudited condensed consolidated statements of operations and comprehensive income (loss) unless such a loss event is identified.
−Removed: As of June 30, 2022, we did not identify any loss events.
+Added: As of September 30, 2022, we did not identify any loss events.
See Note 8 for additional information on the fair value measurement of the safeguarding liability and corresponding safeguarding asset.
30 unchanged sentences
• If a contract contains a substantive upfront payment that creates a material right to subscribe or renew a subscription, the upfront payment is allocated to the material right and is recognized over the period of benefit associated with the right to subscribe or renew a subscription, typically the product life.
−Removed: We had deferred revenues of $ 7,602 and $ 2,553 as of June 30, 2022 and December 31, 2021, respectively, which are presented within accounts payable, accruals and other liabilities in the unaudited condensed consolidated balance sheets.
−Removed: During the three and six months ended June 30, 2022, we recognized revenue of $ 1,989 and $ 2,774 , respectively, associated with deferred revenues within noninterest income—technology products and solutions in the unaudited condensed consolidated statements of operations and comprehensive income (loss).
−Removed: During the three and six months ended June 30, 2021, we recognized revenue of $ 182 and $ 338 , respectively, associated with deferred revenues.
+Added: We had deferred revenues of $ 6,057 and $ 2,553 as of September 30, 2022 and December 31, 2021, respectively, which are presented within accounts payable, accruals and other liabilities in the unaudited condensed consolidated balance sheets.
+Added: During the three and nine months ended September 30, 2022, we recognized revenue of $ 3,925 and $ 6,699 , respectively, associated with deferred revenues within noninterest income—technology products and solutions in the unaudited condensed consolidated statements of operations and comprehensive income (loss).
+Added: During the three and nine months ended September 30, 2021, we recognized revenue of $ 176 and $ 514 , respectively, associated with deferred revenues.
Sales commissions:
−Removed: Capitalized sales commissions presented within other assets in the unaudited condensed consolidated balance sheets, which are incurred in connection with obtaining our technology products and solutions, were $ 1,087 and $ 678 as of June 30, 2022 and December 31, 2021, respectively.
+Added: Capitalized sales commissions presented within other assets in the unaudited condensed consolidated balance sheets, which are incurred in connection with obtaining our technology products and solutions, were $ 1,248 and $ 678 as of September 30, 2022 and December 31, 2021, respectively.
Additionally, we incur ongoing monthly commissions, which are expensed as incurred, as the benefit of such sales efforts are realized only in the period in which the commissions are earned.
−Removed: During the three and six months ended June 30, 2022, commissions recorded within noninterest expense—sales and marketing in the unaudited condensed consolidated statements of operations and comprehensive income (loss) were $ 1,096 and $ 2,217 , respectively, of which $ 107 and $ 189 , respectively, represented amortization of capitalized sales
+Added: During the three and nine months ended September 30, 2022, commissions recorded within noninterest expense—sales and marketing in the unaudited condensed consolidated statements of operations and comprehensive income (loss) were $ 871 and $ 3,088 , respectively, of which $ 57 and $ 246 , respectively, represented amortization of capitalized
SoFi Technologies, Inc.
2 unchanged sentences
(In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
−Removed: During the three and six months ended June 30, 2021, commissions were $ 961 and $ 1,770 , respectively, of which $ 79 and $ 143 , respectively, represented amortization of capitalized sales commissions.
+Added: sales commissions.
+Added: During the three and nine months ended September 30, 2021, commissions were $ 637 and $ 2,407 , respectively, of which $ 60 and $ 203 , respectively, represented amortization of capitalized sales commissions.
We earn specified referral fees in connection with referral activities we facilitate through our platform.
1 unchanged sentence
We recognize a liability within accounts payable, accruals and other liabilities in the unaudited condensed consolidated balance sheets for the estimated referral fulfillment fee penalty, which represents the amount of consideration received that we estimate will reverse.
−Removed: The liability was $ 522 and $ 118 as of June 30, 2022 and December 31, 2021, respectively.
+Added: The liability was $ 703 and $ 118 as of September 30, 2022 and December 31, 2021, respectively.
Contract Balances
−Removed: As of June 30, 2022 and December 31, 2021, accounts receivable, net associated with revenue from contracts with customers were $ 60,562 and $ 33,748 , respectively, which were reported within other assets in the unaudited condensed consolidated balance sheets.
−Removed: The increase in contract balances during the current period includes the effect of the Technisys Merger, which contributed $ 18,192 to the balance as of June 30, 2022.
+Added: As of September 30, 2022 and December 31, 2021, accounts receivable, net associated with revenue from contracts with customers were $ 59,095 and $ 33,748 , respectively, which were reported within other assets in the unaudited condensed consolidated balance sheets.
+Added: The increase in contract balances during the current period includes the effect of the Technisys Merger, which contributed $ 16,496 to the balance as of September 30, 2022.
+Added: SoFi Technologies, Inc.
+Added: SoFi Technologies, Inc.
+Added: Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
+Added: (In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
Disaggregated Revenue
−Removed: The table below presents revenue from contracts with customers disaggregated by type of service, which best depicts how the revenue and cash flows are affected by economic factors, and by the reportable segment to which each revenue stream relates.
+Added: The table below presents revenue from contracts with customers disaggregated by type of service, which best depicts how the revenue and cash flows are affected by economic factors, and by the reportable segment to which each revenue stream relates, as well as a reconciliation of total revenue from contracts with customers to total noninterest income .
Revenues from contracts with customers are presented within noninterest income—technology products and solutions and noninterest income—other in the unaudited condensed consolidated statements of operations and comprehensive income (loss).
There were no revenues from contracts with customers attributable to our Lending segment for any of the periods presented.
−Removed: Three Months Ended June 30, Six Months Ended June 30,
+Added: Three Months Ended September 30, Nine Months Ended September 30,
2022 2021 2022 2021
7 unchanged sentences
240 63 668 2,817
+Added: Total financial services
$ 19,851 $ 11,002 $ 53,031 $ 35,251
5 unchanged sentences
118 235 854 1,056
+Added: Total technology platform
$ 82,153 $ 50,186 $ 224,416 $ 141,616
10 unchanged sentences
240 63 668 2,817
+Added: Total revenue from contracts with customers
$ 102,004 $ 61,188 $ 277,447 $ 176,867
−Removed: SoFi Technologies, Inc.
−Removed: SoFi Technologies, Inc.
−Removed: Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
−Removed: (In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
+Added: Other Sources of Revenue
+Added: Loan origination and sales $ 163,697 $ 142,147 $ 465,815 $ 362,211
+Added: Securitizations ( 8,772 ) ( 4,551 ) ( 31,790 ) ( 6,613 )
+Added: Servicing 7,296 458 30,003 ( 11,875 )
+Added: Other 1,910 389 ( 131 ) 3,007
+Added: Total other sources of revenue
+Added: 164,131 138,443 463,897 346,730
+Added: Total noninterest income $ 266,135 $ 199,631 $ 741,344 $ 523,597
Recently Adopted Accounting Standards
−Removed: In October 2021, the FASB issued Accounting Standards Update (“ASU”) 2021-08, Business Combinations (Topic 805):
+Added: In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805):
Accounting for Contract Assets and Contract Liabilities from Contracts with Customers .
3 unchanged sentences
The adoption of this standard did not have a material impact on our consolidated financial statements.
+Added: SoFi Technologies, Inc.
+Added: SoFi Technologies, Inc.
+Added: Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
+Added: (In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
In March 2022, the SEC released SAB 121, which provides interpretive guidance for an entity to consider when it has obligations to safeguard crypto-assets held for its platform users, whether directly or through an agent or another third party acting on its behalf.
5 unchanged sentences
We applied the guidance through retrospective application as of January 1, 2022, at which time the value of our members’ digital assets was $ 266,014 .
−Removed: As of June 30, 2022, the adoption date, the value of our members’ digital assets was $ 112,010 , which is reflected as a digital assets safeguarding liability and corresponding digital assets safeguarding asset within accounts payable, accruals and other liabilities and other assets , respectively, in our unaudited condensed consolidated balance sheets.
+Added: As of June 30, 2022, the adoption date, the value of our members’ digital assets was $ 112,010 .
+Added: At each reporting date subsequent to adoption, we determine the value of our members’ digital assets and remeasure our digital assets safeguarding liability and corresponding digital assets safeguarding asset.
Our application of this guidance did not impact our results of operations.
18 unchanged sentences
Acquisition of Golden Pacific Bancorp, Inc.
−Removed: On February 2, 2022, we acquired Golden Pacific Bancorp, Inc., a bank holding company, and its wholly-owned subsidiary, which is a national bank (collectively referred to as “Golden Pacific”), pursuant to an Agreement and Plan of Merger dated as of March 8, 2021 by and among the Company, a wholly-owned subsidiary of the Company, and Golden Pacific.
+Added: On February 2, 2022, we acquired Golden Pacific, pursuant to an Agreement and Plan of Merger dated as of March 8, 2021 by and among the Company, a wholly-owned subsidiary of the Company, and Golden Pacific.
In the business combination, we acquired all of the outstanding equity interests in Golden Pacific for total cash purchase consideration of $ 22.3 million (the “Bank Merger”).
−Removed: After closing the Bank Merger, we became a bank holding company and Golden Pacific began operating as SoFi Bank, National Association (“SoFi Bank”).
+Added: After closing the Bank Merger, we became a bank holding company and Golden Pacific began operating as SoFi Bank.
We are duly registered as a bank holding company with the Board of Governors of the Federal Reserve System (the “Federal Reserve”).
SoFi Bank is a national banking association whose primary federal regulator is the Office of the Comptroller of the Currency (the “OCC”).
−Removed: SoFi Technologies, Inc.
−Removed: SoFi Technologies, Inc.
−Removed: Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
−Removed: (In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
Deposit accounts of SoFi Bank are insured by the Federal Deposit Insurance Corporation (the “FDIC”) through the Deposit Insurance Fund to the fullest extent permitted by law.
4 unchanged sentences
Golden Pacific’s community bank business continues to operate as a division of SoFi Bank.
+Added: SoFi Technologies, Inc.
+Added: SoFi Technologies, Inc.
+Added: Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
+Added: (In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
A portion of the total cash purchase consideration ($ 0.6 million) was held back by the Company to satisfy any indemnification or certain other obligations (“Holdback Amount”), as certain legal proceedings with which Golden Pacific is involved as a plaintiff were not resolved at the time the Bank Merger closed.
−Removed: The Holdback Amount will be used for further financing or costs incurred associated with the litigation, which we began incurring during the second quarter of 2022, and the remaining amount upon resolution of the litigation, if any, will be released to the Golden Pacific shareholders.
+Added: Through the third quarter of 2022, we incurred costs associated with the litigation involving Golden Pacific as a plaintiff in excess of the Holdback Amount.
+Added: Therefore, no ne of the Holdback Amount will be released to the Golden Pacific shareholders.
Additionally, we held back a $ 3.3 million payable to a dissenting Golden Pacific shareholder pending resolution of the shareholder’s appraisal claim, which could possibly result in a lower or higher amount paid to the dissenting shareholder once a ruling is made regarding the appraisal claim.
1 unchanged sentence
The preliminary purchase consideration was allocated to the tangible and intangible assets acquired and liabilities assumed based on the estimated fair values as of the acquisition date, which were measured in accordance with the principles outlined in ASC 820.
−Removed: The excess of the total purchase consideration over the fair value of the net assets acquired of $ 11.2 million was allocated to goodwill, none of which is expected to be deductible for tax purposes, and which is allocated to our Financial Services segment.
+Added: The excess of the total purchase consideration over the fair value of the net assets acquired of $ 11.2 million was allocated to goodwill, no ne of which is expected to be deductible for tax purposes, and which is allocated to our Financial Services segment.
Goodwill is primarily attributable to the expected benefits of operating a national bank.
−Removed: The results of operations of Golden Pacific are included in SoFi’s consolidated financial statements as of and for the three and six months ended June 30, 2022.
−Removed: As the acquisition was not determined to be a significant acquisition under ASC 805, Business Combinations , we are not disclosing the pro forma impact of this acquisition to the results of operations in our interim and annual filings with the SEC.
+Added: The results of operations of Golden Pacific subsequent to the date of acquisition are included in SoFi’s consolidated financial statements as of and for the three and nine months ended September 30, 2022.
+Added: As the acquisition was not determined to be a significant acquisition under ASC 805, Business Combinations , we do not disclose the pro forma impact of this acquisition to the results of operations in our interim and annual filings with the SEC.
Identifiable intangible net assets at the date of acquisition included finite-lived intangible assets for core deposits with an aggregate fair value of $ 1.0 million.
2 unchanged sentences
Acquisition of Technisys S.A.
−Removed: On March 3, 2022, we acquired Technisys S.A., a Luxembourg société anonyme (“Technisys”), pursuant to an Agreement and Plan of Merger dated as of February 19, 2022 and amended as of March 3, 2022, by and among the Company, Technisys, Atom New Delaware, Inc., a Delaware corporation and a wholly owned subsidiary of Atom, and Atom Merger Sub Corporation, a Delaware corporation and wholly owned subsidiary of SoFi Technologies (“Technisys Merger”).
+Added: On March 3, 2022, we acquired Technisys, pursuant to an Agreement and Plan of Merger dated as of February 19, 2022 and amended as of March 3, 2022, by and among the Company, Technisys, Atom New Delaware, Inc., a Delaware corporation and a wholly owned subsidiary of Atom, and Atom Merger Sub Corporation, a Delaware corporation and wholly owned subsidiary of SoFi Technologies (“Technisys Merger”).
In the business combination, we acquired all of the outstanding equity interests in Technisys.
1 unchanged sentence
The Technisys Merger was accounted for as a business combination.
−Removed: SoFi Technologies, Inc.
−Removed: SoFi Technologies, Inc.
−Removed: Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
−Removed: (In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
−Removed: The following table presents the components of the purchase consideration to acquire Technisys:
+Added: The following table presents the components of the purchase consideration to acquire Technisys as of September 30, 2022:
Fair value of common stock issued (1)
4 unchanged sentences
___________________
−Removed: (1) Reflects the shares of SoFi common stock issued upon closing the acquisition of 81,856,112 , inclusive of 6,903,663 shares held in escrow, multiplied by the closing stock price of SoFi common stock on the closing date of the Technisys Merger.
−Removed: As of June 30, 2022, the purchase price allocation process for Technisys was not finalized, as further discussed below.
+Added: (1) Reflects the shares of SoFi common stock issued in the acquisition of 81,700,318 , which were adjusted in the third quarter of 2022 based on a finalized working capital calculation, as further discussed below, multiplied by the closing stock price of SoFi common stock on the closing date of the Technisys Merger.
+Added: Additionally, these shares are inclusive of 6,305,595 shares that remain held in escrow.
(2) We contemporaneously converted outstanding performance awards into restricted stock units (“RSUs”) to acquire common stock of SoFi (“Replacement Awards”).
1 unchanged sentence
Refer to Note 12 for additional information on our RSUs, including the Replacement Awards.
−Removed: (3) We made payments of $ 14,773 and $ 17,641 related to this component of purchase consideration during the three and six months ended June 30, 2022, respectively.
−Removed: As of June 30, 2022, the equity component of the total purchase consideration remained subject to further adjustment, pending final agreement regarding a closing net working capital calculation specified in the merger agreement.
−Removed: Any further adjustment to the equity consideration, which may increase or decrease by up to 598,068 shares, would similarly impact the carrying value of recognized goodwill, but would not impact the estimated fair values of the assets acquired and liabilities assumed in conjunction with the transaction.
−Removed: The following table presents the allocation of the preliminary total purchase consideration to the estimated fair values of the identified assets acquired and liabilities assumed of Technisys as of the date of acquisition, as well as measurement period adjustments reflected in the second quarter of 2022, which also impacted the amount of goodwill:
+Added: (3) We made payments of $ 17,641 related to this component of purchase consideration during the nine months ended September 30, 2022.
+Added: During the third quarter of 2022, we finalized the closing net working capital calculation specified in the merger agreement, which resulted in a reduction to the equity consideration of 155,794 shares, representing an adjustment to the total purchase consideration of $ 1,665 , and a corresponding reduction to the carrying value of recognized goodwill.
+Added: The remaining
+Added: SoFi Technologies, Inc.
+Added: SoFi Technologies, Inc.
+Added: Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
+Added: (In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
+Added: 442,274 shares that were held in escrow associated with the working capital calculation were released to the former Technisys shareholders.
+Added: The finalized closing net working capital calculation did not impact the estimated fair values of the assets acquired and liabilities assumed in conjunction with the transaction.
+Added: The following table presents the allocation of the total purchase consideration to the estimated fair values of the identified assets acquired and liabilities assumed of Technisys as of the date of acquisition.
+Added: The table reflects measurement period adjustments made in the second and third quarters of 2022, as well as an adjustment to the purchase consideration in the third quarter of 2022 associated with the finalized working capital calculation, each of which also impacted the amount of recognized goodwill:
Preliminary Purchase Price Allocation Measurement Period Adjustments (1)
23 unchanged sentences
(1) The measurement period adjustments did not have a significant impact on our results of operations.
−Removed: The adjustment to accounts payable, accruals and other liabilities includes a tax payable adjustment of $ 6,548 .
+Added: The adjustment to accounts payable, accruals and other liabilities included a tax payable adjustment of $ 6,484 .
(2) Included accounts receivable and unbilled revenue with a gross contractual amount of $ 14,768 .
At the date of acquisition, the Company expected $ 2,356 to be uncollectible.
−Removed: SoFi Technologies, Inc.
−Removed: SoFi Technologies, Inc.
−Removed: Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
−Removed: (In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
(3) Intangible assets consist of finite-lived intangible assets, as follows:
16 unchanged sentences
(4) The deferred tax liabilities recognized in the acquisition were primarily related to the acquired intangible assets, in which the acquiree had a significantly lower tax basis compared to the fair value.
−Removed: (5) The excess of the total purchase consideration over the fair value of the identified net assets acquired was allocated to goodwill, none of which is expected to be deductible for tax purposes.
−Removed: The goodwill is subject to additional changes based on the outcome of the net working capital calculation referenced earlier in this footnote.
−Removed: Goodwill is primarily attributable to expected growth opportunities at Technisys, and secondarily attributable to the expected synergies from leveraging the Technisys technology to enhance and expand Galileo’s product offerings and operations, as well as expand its market reach.
+Added: (5) The excess of the total purchase consideration over the fair value of the identified net assets acquired was allocated to goodwill, no ne of which is expected to be deductible for tax purposes.
+Added: Goodwill is primarily attributable to expected growth opportunities at Technisys, and secondarily attributable to the
+Added: SoFi Technologies, Inc.
+Added: SoFi Technologies, Inc.
+Added: Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
+Added: (In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
+Added: expected synergies from leveraging the Technisys technology to enhance and expand Galileo’s product offerings and operations, as well as expand its market reach.
As such, all of the goodwill is allocated to the Technology Platform segment.
−Removed: The Company incurred total acquisition-related costs related to the Technisys Merger of $ 20.6 million, of which $ 3.3 million were incurred during the year ended December 31, 2021, and $ 17.3 million were incurred during the six months ended June 30, 2022, which were presented within noninterest expense—general and administrative in the unaudited condensed consolidated statements of operations and comprehensive income (loss).
−Removed: From the date of acquisition through June 30, 2022, the acquired results of operations for Technisys contributed total net revenue of $ 26.5 million and net loss of $ 9.4 million to the Company’s consolidated results, which was inclusive of amortization expense recognized on the acquired intangible assets.
−Removed: The following unaudited supplemental pro forma financial information presents the Company’s consolidated results of operations for the three months ended June 30, 2021, and six months ended June 30, 2022 and 2021 as if the business combination had occurred on January 1, 2021:
−Removed: Three Months Ended June 30, Six Months Ended June 30,
+Added: The Company incurred total acquisition-related costs related to the Technisys Merger of $ 20.7 million, of which $ 3.3 million were incurred during the year ended December 31, 2021, and $ 17.4 million were incurred during the nine months ended September 30, 2022, which were presented within noninterest expense—general and administrative in the unaudited condensed consolidated statements of operations and comprehensive income (loss).
+Added: From the date of acquisition through September 30, 2022, the acquired results of operations for Technisys contributed total net revenue of $ 45.9 million and net loss of $ 17.0 million to the Company’s consolidated results, which was inclusive of amortization expense recognized on the acquired intangible assets.
+Added: The following unaudited supplemental pro forma financial information presents the Company’s consolidated results of operations for relevant periods as if the business combination had occurred on January 1, 2021:
+Added: Three Months Ended
+Added: September 30, Nine Months Ended September 30,
2021 2022 2021
7 unchanged sentences
• an adjustment to reflect acquisition-related costs for both parties as if they were incurred during the earliest period presented;
−Removed: SoFi Technologies, Inc.
−Removed: SoFi Technologies, Inc.
−Removed: Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
−Removed: (In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
• the related income tax effects, at the statutory tax rate applicable for each period, of the pro forma adjustments noted above.
The unaudited supplemental pro forma financial information does not give effect to any anticipated cost savings, operating efficiencies or other synergies that may be associated with the acquisition, or any estimated costs that have been or will be incurred by the Company to integrate the assets and operations of Technisys.
−Removed: A rollforward of our goodwill balance is presented below as of the date indicated:
−Removed: June 30, 2022
+Added: A rollforward of our goodwill balance is presented below:
+Added: September 30, 2022
Beginning balance
4 unchanged sentences
_____________________
−Removed: (1) The additional goodwill recognized as of June 30, 2022 includes $ 715,601 related to the Technisys Merger (inclusive of a measurement period adjustment in the second quarter of 2022) and $ 11,247 related to the Bank Merger.
−Removed: (2) As of June 30, 2022, we had goodwill attributable to the following reportable segments:
+Added: (1) The additional goodwill recognized as of September 30, 2022 includes $ 713,177 related to the Technisys Merger (inclusive of measurement period adjustments in the second and third quarters of 2022 and an adjustment related to the finalization of the closing net working capital calculation in the third quarter of 2022) and $ 11,247 related to the Bank Merger.
+Added: (2) As of September 30, 2022, we had goodwill attributable to the following reportable segments:
$ 1,585,792 to Technology Platform and $ 37,159 to Financial Services.
4 unchanged sentences
Investments in AFS Debt Securities
−Removed: In the third quarter of 2021, we began investing in debt securities.
−Removed: As of June 30, 2022 and December 31, 2021, all of our investments in debt securities were classified as available-for-sale.
+Added: As of September 30, 2022 and December 31, 2021, all of our investments in debt securities were classified as available-for-sale and carried at fair value in the unaudited condensed consolidated balance sheets.
During the first quarter of 2022, we acquired additional investments in AFS debt securities with the Bank Merger.
−Removed: The following table presents our investments in AFS debt securities as of the dates indicated:
−Removed: June 30, 2022
−Removed: Amortized Cost (1)
−Removed: Accrued Interest Gross Unrealized Gains Gross Unrealized Losses (2)
+Added: The following table presents our investments in AFS debt securities:
+Added: September 30, 2022
+Added: Amortized Cost Accrued Interest Gross Unrealized Gains Gross Unrealized Losses (1)
Investments in AFS debt securities:
22 unchanged sentences
_____________________
−Removed: (1) Amortized cost basis reflects the amortization of premiums of $ 186 and $ 477 during the three and six months ended June 30, 2022, respectively.
−Removed: (2) As of June 30, 2022 and December 31, 2021, we determined that our unrealized loss positions related to credit losses were immaterial.
+Added: (1) As of September 30, 2022 and December 31, 2021, we determined that our unrealized loss positions related to credit losses were immaterial.
Additionally, we do not intend to sell the securities in loss positions nor is it more likely than not that we will be required to sell the securities prior to recovery of the amortized cost basis.
−Removed: Further, no such investments have been in a continuous unrealized loss position for more than 12 months.
−Removed: (3) Investments in AFS debt securities are recorded at fair value.
(2) Includes sovereign foreign and supranational bonds.
6 unchanged sentences
(In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
−Removed: The following table presents the amortized cost and fair value of our investments in AFS debt securities by contractual maturity as of the date indicated:
+Added: The following table presents information about our investments in AFS debt securities with gross unrealized losses and the length of time that individual securities have been in a continuous unrealized loss position as of September 30, 2022.
+Added: There were no securities in a gross unrealized loss position for 12 months or more as of December 31, 2021.
+Added: September 30, 2022
+Added: Less than 12 Months 12 Months or Longer Total
+Added: Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses
+Added: Investments in AFS debt securities:
+Added: Treasury securities $ 33,275 $ ( 1,450 ) $ 83,875 $ ( 2,735 ) $ 117,150 $ ( 4,185 )
+Added: Multinational securities — — 18,966 ( 831 ) 18,966 ( 831 )
+Added: Corporate bonds 6,075 ( 400 ) 33,232 ( 2,523 ) 39,307 ( 2,923 )
+Added: Agency mortgage-backed securities 6,654 ( 851 ) 1,536 ( 198 ) 8,190 ( 1,049 )
+Added: Other asset-backed securities 2,999 ( 202 ) 6,018 ( 356 ) 9,017 ( 558 )
+Added: Other 1,903 ( 244 ) 600 — 2,503 ( 244 )
+Added: Total investments in AFS debt securities $ 50,906 $ ( 3,147 ) $ 144,227 $ ( 6,643 ) $ 195,133 $ ( 9,790 )
+Added: Gross realized gains and losses on our investments in AFS debt securities were immaterial during the three and nine months ended September 30, 2022 and 2021.
+Added: There were no transfers between classifications of our investments in AFS debt securities during the periods presented.
+Added: See Note 11 for unrealized gains and losses on our investments in AFS debt securities and amounts reclassified out of accumulated other comprehensive income (loss) (“AOCI”).
+Added: SoFi Technologies, Inc.
+Added: SoFi Technologies, Inc.
+Added: Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
+Added: (In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
+Added: The following table presents the amortized cost and fair value of our investments in AFS debt securities by contractual maturity:
Due Within One Year Due After One Year Through Five Years Due After Five Years Through Ten Years Due After Ten Years Total
−Removed: June 30, 2022
+Added: September 30, 2022
Investments in AFS debt securities—Amortized cost:
17 unchanged sentences
_____________________
−Removed: (1) The weighted average yield represents the effective yield for the investment securities and is computed based on the amortized cost of each security as of June 30, 2022.
−Removed: (2) Presentation of fair values of our investments in AFS debt securities by contractual maturity excludes total accrued interest of $ 566 as of June 30, 2022.
−Removed: The following table presents the gross proceeds and gross realized gains and losses from sales, maturities and paydowns of our investments in AFS debt securities during the three and six months ended June 30, 2022.
−Removed: Realized gains and losses are presented within noninterest income—other in the unaudited condensed consolidated statements of operations and comprehensive income (loss).
−Removed: There were no transfers between classifications of our investments in AFS debt securities during the periods presented.
−Removed: Three Months Ended
−Removed: June 30, 2022 Six Months Ended
−Removed: June 30, 2022
−Removed: Investments in AFS debt securities
−Removed: Gross realized gains included in earnings $ — $ —
−Removed: Gross realized losses included in earnings ( 124 ) ( 285 )
−Removed: Net realized losses ( 124 ) ( 285 )
−Removed: Gross proceeds from sales, maturities and paydowns (1)
−Removed: $ 7,788 $ 37,403
−Removed: _____________________
−Removed: (1) Proceeds from maturities and paydowns of investments in AFS debt securities during the three and six months ended June 30, 2022 were $ 1,942 and $ 13,906 , respectively.
+Added: (1) The weighted average yield represents the effective yield for the investment securities and is computed based on the amortized cost of each security as of September 30, 2022.
+Added: (2) Presentation of fair values of our investments in AFS debt securities by contractual maturity excludes total accrued interest of $ 564 as of September 30, 2022.
+Added: Interest income associated with our investments in AFS debt securities is recognized within interest income—other in the unaudited condensed consolidated statements of operations and comprehensive income (loss).
SoFi Technologies, Inc.
2 unchanged sentences
(In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
−Removed: See Note 11 for unrealized gains and losses on our investments in AFS debt securities and amounts reclassified out of accumulated other comprehensive income (loss) (“AOCI”).
−Removed: As of June 30, 2022, our loan portfolio consisted of personal loans, student loans and home loans, which are measured at fair value under the fair value option election, and loans measured at amortized cost, including credit card, and commercial and consumer banking loans.
−Removed: Below is a disaggregated presentation of our loans, inclusive of fair market value adjustments and accrued interest income and net of the allowance for credit losses, as applicable, as of the dates indicated:
−Removed: June 30, December 31,
+Added: As of September 30, 2022, our loan portfolio consisted of personal loans, student loans and home loans, which are measured at fair value under the fair value option, and loans measured at amortized cost, including credit card, and commercial and consumer banking loans.
+Added: Below is a disaggregated presentation of our loans, inclusive of fair market value adjustments and accrued interest income and net of the allowance for credit losses, as applicable:
+Added: September 30,
+Added: 2022 December 31,
Loans at fair value
−Removed: Securitized student loans
−Removed: $ 466,865 $ 574,328
−Removed: Securitized personal loans
+Added: Personal loans
$ 6,803,717 $ 2,054,850
2 unchanged sentences
97,804 212,709
−Removed: Personal loans
+Added: Securitized student loans
429,596 574,328
+Added: Securitized personal loans
+Added: 97,487 234,576
Total loans at fair value 10,924,056 5,952,972
12 unchanged sentences
Loans Measured at Fair Value
−Removed: The following table summarizes the aggregate fair value of our loans measured at fair value on a recurring basis as of the dates indicated:
+Added: The following table summarizes the aggregate fair value of our loans measured at fair value on a recurring basis:
Student Loans
Personal Loans
−Removed: June 30, 2022
+Added: September 30, 2022
Unpaid principal (1)
20 unchanged sentences
(In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
−Removed: The following table summarizes the aggregate fair value of loans 90 days or more delinquent as of the dates indicated.
+Added: The following table summarizes the aggregate fair value of loans 90 days or more delinquent.
As delinquent personal loans and student loans are charged off after 120 days of delinquency, amounts presented below represent the fair value of loans that are 90 to 120 days delinquent.
2 unchanged sentences
Personal Loans
−Removed: June 30, 2022
+Added: September 30, 2022
Unpaid principal
1 unchanged sentence
Accumulated interest
+Added: 237 804 1,041
Cumulative fair value adjustments
13 unchanged sentences
Personal Loans
−Removed: Three Months Ended June 30, 2022
−Removed: Fair value as of March 31, 2022 $ 3,737,439 $ 146,658 $ 3,118,788 $ 7,002,885
+Added: Three Months Ended September 30, 2022
+Added: Fair value as of June 30, 2022 $ 3,714,375 $ 135,262 $ 4,109,745 $ 7,959,382
Origination of loans (1)
10 unchanged sentences
( 25,414 ) ( 2,216 ) 20,029 ( 7,601 )
+Added: Fair value as of September 30, 2022 $ 3,925,048 $ 97,804 $ 6,901,204 $ 10,924,056
+Added: Three Months Ended September 30, 2021
Fair value as of June 30, 2021 $ 2,739,493 $ 182,313 $ 1,763,542 $ 4,685,348
−Removed: Three Months Ended June 30, 2021
−Removed: Fair value as of March 31, 2021 $ 2,666,793 $ 231,903 $ 1,573,908 $ 4,472,604
Origination of loans (1)
10 unchanged sentences
( 10,927 ) ( 609 ) 17,277 5,741
−Removed: Fair value as of June 30, 2021 $ 2,739,493 $ 182,313 $ 1,763,542 $ 4,685,348
−Removed: Six Months Ended June 30, 2022
+Added: Fair value as of September 30, 2021 $ 2,554,441 $ 184,879 $ 2,054,226 $ 4,793,546
+Added: Nine Months Ended September 30, 2022
Fair value as of January 1, 2022 $ 3,450,837 $ 212,709 $ 2,289,426 $ 5,952,972
Origination of loans (1)
+Added: 1,839,710 860,676 7,307,612 10,007,998
Principal payments ( 543,077 ) ( 6,035 ) ( 1,415,820 ) ( 1,964,932 )
5 unchanged sentences
( 67,716 ) ( 11,639 ) 39,263 ( 40,092 )
−Removed: Fair value as of June 30, 2022 $ 3,714,375 $ 135,262 $ 4,109,745 $ 7,959,382
−Removed: Six Months Ended June 30, 2021
+Added: Fair value as of September 30, 2022 $ 3,925,048 $ 97,804 $ 6,901,204 $ 10,924,056
+Added: Nine Months Ended September 30, 2021
Fair value as of January 1, 2021 $ 2,866,459 $ 179,689 $ 1,812,920 $ 4,859,068
9 unchanged sentences
( 12,064 ) ( 4,373 ) 21,210 4,773
−Removed: Fair value as of June 30, 2021 $ 2,739,493 $ 182,313 $ 1,763,542 $ 4,685,348
+Added: Fair value as of September 30, 2021 $ 2,554,441 $ 184,879 $ 2,054,226 $ 4,793,546
__________________
+Added: (1) Represents the principal balance of loans originated during the period.
(2) Purchases reflect unpaid principal balance and relate to previously transferred loans.
−Removed: Purchase activity during the three and six months ended June 30, 2022 included securitization clean-up calls of $ 60,240 and $ 335,739 , respectively.
−Removed: Additionally, during the three and six months ended June 30, 2022, the Company elected to purchase $ 7,290 and $ 7,290 , respectively, of previously sold loans from certain investors.
−Removed: Purchase activity during the three and six months ended June 30, 2021 included securitization clean-up calls of $ 131,372 and $ 131,372 , respectively.
−Removed: Additionally, during the three and six months ended June 30, 2021, the Company elected to purchase $ 15,185 and $ 15,185 , respectively, of previously sold loans from certain investors.
−Removed: The Company was not required to buy back these loans.
+Added: Purchase activity during the three and nine months ended September 30, 2022 included securitization clean-up calls of $ 129,733 and $ 465,472 , respectively.
+Added: Additionally, during the three and nine months ended September 30, 2022, we elected to purchase $ 1,140,162 and $ 1,147,452 , respectively, of previously sold loans from certain investors.
+Added: Purchase activity during the three and nine months ended September 30, 2021 included securitization clean-up calls of $ 100,000 and $ 231,372 , respectively.
+Added: Additionally, during the nine months ended September 30, 2021, we elected to purchase $ 15,185 of previously sold loans from certain investors.
+Added: We were not required to buy back these loans.
The remaining purchases during the periods presented related to standard representations and warranties pursuant to our various loan sale agreements.
+Added: (3) Includes fair value adjustments on loans originated during the period and on loans held at the balance sheet date, as well as loan charge-offs.
+Added: Changes in fair value of loans are recorded in the unaudited condensed consolidated statements of operations and comprehensive income (loss) within noninterest income—loan origination and sales for loans held on the balance sheet prior to transfer to a third party through a sale or to a VIE and within noninterest
SoFi Technologies, Inc.
2 unchanged sentences
(In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
−Removed: (2) Changes in fair value of loans are recorded in the unaudited condensed consolidated statements of operations and comprehensive income (loss) within noninterest income—loan origination and sales for loans held on the balance sheet prior to transfer to a third party through a sale or to a VIE and within noninterest income—securitizations for loans in a consolidated VIE.
+Added: income—securitizations for loans in a consolidated VIE.
Changes in fair value are impacted by valuation assumption changes, as well as sales price execution and amount of time the loans are held prior to sale.
−Removed: The estimated amount of losses included in earnings attributable to changes in instrument-specific credit risk were $ 23,221 and $ 16,725 during the three and six months ended June 30, 2022, respectively, and $ 9,038 and $ 2,111 during the three and six months ended June 30, 2021, respectively.
+Added: The estimated amount of losses included in earnings attributable to changes in instrument-specific credit risk were $ 15,249 and $ 31,974 during the three and nine months ended September 30, 2022, respectively, and $ 6,192 and $ 8,303 during the three and nine months ended September 30, 2021, respectively.
The losses attributable to instrument-specific credit risk were estimated by incorporating our current default and loss severity assumptions for the loans.
2 unchanged sentences
Loan Portfolio Composition and Aging
−Removed: The following table presents the amortized cost basis of our credit card and commercial and consumer banking portfolios (excluding accrued interest and before the allowance for credit losses) by either current status or delinquency status as of the dates indicated:
+Added: The following table presents the amortized cost basis of our credit card and commercial and consumer banking portfolios (excluding accrued interest and before the allowance for credit losses) by either current status or delinquency status:
Delinquent Loans
1 unchanged sentence
Total Delinquent Loans Total Loans (2)
−Removed: June 30, 2022
+Added: September 30, 2022
Credit card $ 201,558 $ 4,078 $ 3,838 $ 8,276 $ 16,192 $ 217,750
10 unchanged sentences
(1) All of the credit card loans ≥ 90 days past due continued to accrue interest.
−Removed: As of June 30, 2022 and December 31, 2021, there were no credit card loans on nonaccrual status.
−Removed: As of June 30, 2022, commercial and consumer banking loans on nonaccrual status were immaterial, and there were no loans that were 90 days or more past due.
−Removed: (2) For credit card, the balance is presented before allowance for credit losses of $ 21,974 and $ 7,037 as of June 30, 2022 and December 31, 2021, respectively, and accrued interest of $ 3,017 and $ 1,359 , respectively.
−Removed: For commercial and consumer banking, the balance is presented before allowance for credit losses of $ 1,204 and accrued interest of $ 247 as of June 30, 2022.
−Removed: (3) Includes residential real estate loans acquired in the Bank Merger, for which we did not elect the fair value option.
+Added: As of September 30, 2022 and December 31, 2021, there were no credit card loans on nonaccrual status.
+Added: As of September 30, 2022, commercial and consumer banking loans on nonaccrual status were immaterial, and there were no loans that were 90 days or more past due.
+Added: (2) For credit card, the balance is presented before allowance for credit losses of $ 32,960 and $ 7,037 as of September 30, 2022 and December 31, 2021, respectively, and accrued interest of $ 3,897 and $ 1,359 , respectively.
+Added: For commercial and consumer banking, the balance is presented before allowance for credit losses of $ 1,410 and accrued interest of $ 293 as of September 30, 2022.
+Added: (3) Primarily includes residential real estate loans acquired in the Bank Merger, for which we did not elect the fair value option.
SoFi Technologies, Inc.
3 unchanged sentences
Credit Quality Indicators
−Removed: The following table presents the amortized cost basis of our credit card portfolio (excluding accrued interest and before the allowance for credit losses) as of the dates indicated based on FICO scores, which are obtained at the origination of the account, and are updated as new credit information is available.
+Added: The following table presents the amortized cost basis of our credit card portfolio (excluding accrued interest and before the allowance for credit losses) based on FICO scores, which are obtained at the origination of the account and are updated as new credit information is available.
The pools estimate the likelihood of borrowers with similar FICO scores to pay credit obligations based on aggregate credit performance data.
−Removed: FICO June 30, 2022 December 31, 2021
+Added: FICO September 30, 2022 December 31, 2021
≥ 800 $ 11,117 $ 10,016
26 unchanged sentences
(In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
−Removed: The following table presents the amortized cost basis of our commercial and consumer banking portfolio (excluding accrued interest and before the allowance for credit losses) by origination year and credit quality indicator as of June 30, 2022:
+Added: The following table presents the amortized cost basis of our commercial and consumer banking portfolio (excluding accrued interest and before the allowance for credit losses) by origination year and credit quality indicator:
Term Loans by Origination Year
−Removed: 2022 2021 2020 2019 2018 Prior Total Term Loans Revolving Loans
+Added: September 30, 2022 2022 2021 2020 2019 2018 Prior Total Term Loans Revolving Loans
Commercial real estate
7 unchanged sentences
Watch — — — 137 — 296 433 24
−Removed: Special mention — — — — — 757 757 —
Substandard — — — 227 529 877 1,633 —
5 unchanged sentences
Total commercial and consumer banking
+Added: $ 24,833 $ 7,488 $ 7,741 $ 11,582 $ 10,556 $ 30,052 $ 92,252 $ 525
Variable Interest Entities
Consolidated VIE s
−Removed: The Company consolidates certain securitization trusts in which we have a variable interest and are deemed to be the primary beneficiary.
+Added: We consolidate certain securitization trusts in which we have a variable interest and are deemed to be the primary beneficiary.
The VIEs are SPEs with portfolio loans securing debt obligations.
The SPEs were created and designed to transfer credit and interest rate risk associated with consumer loans through the issuance of collateralized notes and trust certificates.
−Removed: The Company makes standard representations and warranties to repurchase or replace qualified portfolio loans.
+Added: We make standard representations and warranties to repurchase or replace qualified portfolio loans.
Aside from these representations, the holders of the asset-backed debt obligations have no recourse to the Company if the cash flows from the underlying portfolio loans securing such debt obligations are not sufficient to pay all principal and interest on the asset-backed debt obligations.
3 unchanged sentences
The residual interest is the first VIE interest to absorb losses should the loans securing the debt obligations not provide adequate cash flows to satisfy more senior claims and is the interest that we expect to absorb the expected gains and losses of the VIE.
−Removed: The Company’s exposure to credit risk in sponsoring SPEs is limited to our investment in the VIE.
+Added: Our exposure to credit risk in sponsoring SPEs is limited to our investment in the VIE.
VIE creditors have no recourse against our general credit.
−Removed: As of June 30, 2022 and December 31, 2021, we had 12 and 13 consolidated VIEs, respectively, on our unaudited condensed consolidated balance sheets.
−Removed: The following table presents the assets and liabilities of consolidated VIEs that were included in our unaudited condensed consolidated balance sheets.
−Removed: The assets in the below table may only be used to settle
SoFi Technologies, Inc.
2 unchanged sentences
(In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
−Removed: obligations of consolidated VIEs and were in excess of those obligations as of the dates presented.
+Added: As of September 30, 2022 and December 31, 2021, we had 12 and 13 consolidated VIEs, respectively, on our unaudited condensed consolidated balance sheets.
+Added: The following table presents the assets and liabilities of consolidated VIEs that were included in our unaudited condensed consolidated balance sheets.
+Added: The assets in the below table may only be used to settle obligations of consolidated VIEs and were in excess of those obligations as of the dates presented.
Additionally, the assets and liabilities in the table below exclude intercompany balances, which eliminate upon consolidation.
−Removed: June 30, December 31,
+Added: September 30,
+Added: 2022 December 31,
Restricted cash and restricted cash equivalents
20 unchanged sentences
Personal Loans
−Removed: As of June 30, 2022 and December 31, 2021, we had investments in eight and nine nonconsolidated personal loan VIEs, respectively.
−Removed: We did no t establish any personal loan trusts during the six months ended June 30, 2022 and established one personal loan trust during the six months ended June 30, 2021.
−Removed: We did not provide financial support to any personal loan trusts beyond our initial equity investment and we did no t deconsolidate any personal loan VIEs during the six months ended June 30, 2022 and 2021.
+Added: As of September 30, 2022 and December 31, 2021, we had investments in six and nine nonconsolidated personal loan VIEs, respectively.
+Added: We did no t establish any personal loan trusts during the nine months ended September 30, 2022 and established two personal loan trusts during the nine months ended September 30, 2021.
+Added: We did not provide financial support to any personal loan trusts beyond our initial equity investment and we did no t deconsolidate any personal loan VIEs during the nine months ended September 30, 2022 and 2021.
Student Loans
−Removed: As of each of June 30, 2022 and December 31, 2021, we had investments in 24 nonconsolidated student loan VIEs.
−Removed: We did no t establish any student loan trusts during the six months ended June 30, 2022 and established three student loan trusts during the six months ended June 30, 2021, which were not consolidated as of the balance sheet date.
+Added: As of each of September 30, 2022 and December 31, 2021, we had investments in 24 nonconsolidated student loan VIEs.
+Added: We did no t establish any student loan trusts during the nine months ended September 30, 2022 and established four student loan trusts during the nine months ended September 30, 2021, which were not consolidated as of the balance sheet date.
We did not provide financial support to any student loan trusts beyond our initial equity investment during the periods presented.
−Removed: We deconsolidated one student loan VIE during the six months ended June 30, 2022.
−Removed: We did not deconsolidate any student loan VIEs during the six months ended June 30, 2021.
+Added: We deconsolidated one student loan VIE during the nine months ended September 30, 2022.
+Added: We did not deconsolidate any student loan VIEs during the nine months ended September 30, 2021.
SoFi Technologies, Inc.
2 unchanged sentences
(In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
−Removed: The following table presents the aggregate outstanding value of asset-backed bonds and residual interests owned by the Company in nonconsolidated VIEs as of the dates indicated:
−Removed: June 30, December 31,
+Added: The following table presents the aggregate outstanding value of asset-backed bonds and residual interests owned by the Company in nonconsolidated VIEs:
+Added: September 30,
+Added: 2022 December 31,
Personal loans
6 unchanged sentences
We regularly transfer financial assets and account for such transfers as either sales or secured borrowings depending on the facts and circumstances.
−Removed: When a transfer of financial assets qualifies as a sale, in many instances we have continued involvement as the servicer of those financial assets.
−Removed: As we expect the benefits of servicing to be more than just adequate, we recognize a servicing asset.
−Removed: Further, in the case of securitization-related transfers that qualify as sales, we have additional continued involvement as an investor, albeit at insignificant levels relative to the expected gains and losses of the securitization.
−Removed: In instances where a transfer is accounted for as a secured borrowing, we perform servicing (but we do not recognize a servicing asset) and typically maintain a significant investment relative to the expected gains and losses of the securitization.
−Removed: In whole loan sales, we do not have a residual financial interest in the loans, nor do we have any other power over the loans that would constrain us from recognizing a sale.
−Removed: Additionally, we have no repurchase requirements related to transfers of personal loans, student loans and non-Federal National Mortgage Association (“FNMA”) home loans other than standard origination representations and warranties, for which we record a liability based on expected repurchase obligations.
−Removed: For FNMA home loans, we have customary FNMA repurchase requirements, which do not constrain sale treatment but result in a liability for the expected repurchase requirement.
−Removed: The following table summarizes our student and personal loan securitization transfers qualifying for sale accounting treatment for the three and six months ended June 30, 2021.
−Removed: There were no loan securitization transfers qualifying for sale accounting treatment during the three and six months ended June 30, 2022.
−Removed: Three Months Ended June 30, Six Months Ended June 30,
+Added: The following table summarizes our student and personal loan securitization transfers qualifying for sale accounting treatment.
+Added: There were no loan securitization transfers qualifying for sale accounting treatment during the three and nine months ended September 30, 2022.
+Added: Three Months Ended
+Added: September 30, 2021 Nine Months Ended
+Added: September 30, 2021
Student loans
26 unchanged sentences
(In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
−Removed: The following table summarizes our whole loan sales during the periods indicated:
−Removed: Three Months Ended June 30, Six Months Ended June 30,
+Added: The following table summarizes our whole loan sales:
+Added: Three Months Ended September 30, Nine Months Ended September 30,
2022 2021 2022 2021
7 unchanged sentences
74,311 423,576 881,922 1,248,888
−Removed: Gain (loss) from loan sales
−Removed: $ ( 515 ) $ 16,808 $ 7,853 $ 30,838
+Added: Gain from loan sales $ 3,225 $ 14,674 $ 11,078 $ 45,512
Fair value of consideration received:
7 unchanged sentences
Gain (loss) from loan sales $ ( 4,217 ) $ 24,266 $ ( 22,825 ) $ 71,409
−Removed: $ ( 16,566 ) $ 22,915 $ ( 18,608 ) $ 47,143
Personal loans
8 unchanged sentences
Gain from loan sales $ 24,461 $ 37,876 $ 104,083 $ 101,859
−Removed: $ 38,662 $ 31,341 $ 79,622 $ 63,983
SoFi Technologies, Inc.
2 unchanged sentences
(In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
−Removed: The following table presents information as of the dates indicated about the unpaid principal balances of transferred loans that are not recorded in our unaudited condensed consolidated balance sheets, but with which we have a continuing involvement through our servicing agreements:
+Added: The following table presents information about the unpaid principal balances of transferred loans that are not recorded in our unaudited condensed consolidated balance sheets, but with which we have a continuing involvement through our servicing agreements:
Student Loans
Personal Loans Total
−Removed: June 30, 2022
+Added: September 30, 2022
Loans in repayment
19 unchanged sentences
$ 10,048,624 $ 4,622,819 $ 5,214,694 $ 19,886,137
−Removed: The following table presents additional information during the periods indicated about the servicing cash flows received and net charge-offs related to transferred loans with which we have a continuing involvement:
−Removed: Three Months Ended June 30, Six Months Ended June 30,
+Added: The following table presents additional information about the servicing cash flows received and net charge-offs related to transferred loans with which we have a continuing involvement:
+Added: Three Months Ended September 30, Nine Months Ended September 30,
2022 2021 2022 2021
18 unchanged sentences
Allowance for Credit Losses
−Removed: We measure our allowance for credit losses on accounts receivable under ASC 326, which primarily relates to our Technology Platform segment, and on loans measured at amortized cost, including credit card as well as commercial and consumer banking loans acquired in the Bank Merger.
+Added: We measure our allowance for credit losses on accounts receivable under ASC 326, which primarily relates to our Technology Platform segment, and on loans measured at amortized cost, including credit card as well as commercial and consumer banking loans acquired in the Bank Merger, which relate to our Financial Services segment.
Given our methods of collecting funds on servicing receivables, our historical experience of infrequent write offs, and that we have not observed meaningful changes in our counterparties’ abilities to pay, we determined that the future exposure to credit losses on servicing related receivables was immaterial.
3 unchanged sentences
(In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
−Removed: The following table summarizes the activity in the balances of allowance for credit losses during the periods indicated:
+Added: The following table summarizes the activity in the balances of allowance for credit losses:
Accounts Receivable (1)
1 unchanged sentence
Commercial and Consumer Banking (1)
−Removed: Three Months Ended June 30, 2022
−Removed: Balance at March 31, 2022
+Added: Three Months Ended September 30, 2022
+Added: Balance at June 30, 2022
$ 2,720 $ 21,974 $ 1,204
3 unchanged sentences
— ( 5,133 ) 2
−Removed: Balance at June 30, 2022
+Added: Balance at September 30, 2022
$ 1,791 $ 32,960 $ 1,410
−Removed: Three Months Ended June 30, 2021
−Removed: Balance at March 31, 2021
+Added: Three Months Ended September 30, 2021
+Added: Balance at June 30, 2021
$ 1,230 $ 691 $ —
2 unchanged sentences
( 201 ) ( 92 ) —
−Removed: Balance at June 30, 2021
+Added: Balance at September 30, 2021
$ 1,959 $ 3,000 $ —
−Removed: Six Months Ended June 30, 2022
+Added: Nine Months Ended September 30, 2022
Balance at December 31, 2021 $ 2,292 $ 7,037 $ —
4 unchanged sentences
( 93 ) ( 12,438 ) 2
−Removed: Balance at June 30, 2022
+Added: Balance at September 30, 2022
$ 1,791 $ 32,960 $ 1,410
−Removed: Six Months Ended June 30, 2021
+Added: Nine Months Ended September 30, 2021
Balance at December 31, 2020 $ 562 $ 219 $ —
Provision for credit losses (2)
+Added: 2,710 2,887 —
Write-offs charged against the allowance
( 1,313 ) ( 106 ) —
−Removed: Balance at June 30, 2021
+Added: Balance at September 30, 2021
$ 1,959 $ 3,000 $ —
3 unchanged sentences
(2) The provision for credit losses on accounts receivable is presented within noninterest expense—general and administrative in the unaudited condensed consolidated statements of operations and comprehensive income (loss).
−Removed: During the three and six months ended June 30, 2022, recoveries of amounts previously reserved related to accounts receivable were $ 368 and $ 1,760 , respectively.
−Removed: During the three and six months ended June 30, 2021, recoveries of amounts previously reserved related to accounts receivable were $ 199 and $ 746 , respectively.
+Added: During the three and nine months ended September 30, 2022, recoveries of amounts previously reserved related to accounts receivable were $ 937 and $ 2,697 , respectively.
+Added: During the three and nine months ended September 30, 2021, recoveries of amounts previously reserved related to accounts receivable were immaterial .
The provision for credit losses on credit card and commercial and consumer banking loans is presented within noninterest expense—provision for credit losses.
−Removed: There were immaterial recoveries of credit card losses during the three and six months ended June 30, 2022 and 2021, and immaterial recoveries on the commercial and consumer banking portfolio through June 30, 2022.
−Removed: (3) The increases in credit card write-offs charged against the allowance during the three and six months ended June 30, 2022 were commensurate with our increased loan portfolio combined with elevated loss rates.
+Added: There were immaterial recoveries of amounts previously reserved related to credit card during the three and nine months ended September 30, 2022 and 2021 and related to commercial and consumer banking during the three and nine months ended September 30, 2022.
+Added: (3) The increases in credit card write-offs charged against the allowance during the three and nine months ended September 30, 2022 relative to the corresponding periods in 2021 were commensurate with our increased loan portfolio combined with elevated loss rates.
(4) We measured a PCD allowance for the loans acquired in the Bank Merger upon acquisition, which resulted in a gross-up to the allowance for credit losses, but had no impact on earnings.
Credit card :
−Removed: Accrued interest receivables written off during the three and six months ended June 30, 2022 were $ 834 and $ 1,285 , respectively.
−Removed: Accrued interest receivables written off during the three and six months ended June 30, 2021 were immaterial.
+Added: Accrued interest receivables written off during the three and nine months ended September 30, 2022 were $ 1,171 and $ 2,456 , respectively.
+Added: Accrued interest receivables written off during the three and nine months ended September 30, 2021 were immaterial .
SoFi Technologies, Inc.
3 unchanged sentences
Fair Value Measurements
−Removed: The following tables summarize, by level within the fair value hierarchy, the carrying amounts and estimated fair values of our assets and liabilities (i) measured at fair value on a recurring basis, (ii) measured at fair value on a nonrecurring basis, or (iii) disclosed but not carried at fair value in the unaudited condensed consolidated balance sheets as of the dates presented:
−Removed: June 30, 2022
−Removed: Carrying Value Level 1 Level 2 Level 3 Total
−Removed: Cash and cash equivalents (1)
−Removed: $ 707,302 $ 707,302 $ — $ — $ 707,302
−Removed: Restricted cash and restricted cash equivalents (1)
−Removed: 291,631 291,631 — — 291,631
+Added: Recurring Fair Value Measurements
+Added: The following table summarizes, by level within the fair value hierarchy, the estimated fair values of our assets and liabilities measured at fair value on a recurring basis in the unaudited condensed consolidated balance sheets:
+Added: September 30, 2022 December 31, 2021
+Added: Fair Value Fair Value
+Added: Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
Investments in AFS debt securities (1)
1 unchanged sentence
Loans at fair value — — 10,924,056 10,924,056 — — 5,952,972 5,952,972
−Removed: 7,959,382 — — 7,959,382 7,959,382
−Removed: Loans at amortized cost (1)
−Removed: 253,112 — — 264,348 264,348
Servicing rights — — 168,438 168,438 — — 168,259 168,259
−Removed: 176,964 — — 176,964 176,964
Asset-backed bonds (2)
2 unchanged sentences
— — 86,834 86,834 — — 121,019 121,019
−Removed: Non-securitization investments – other (3)
−Removed: 22,780 — — 22,780 22,780
+Added: Non-securitization investments – ETFs — — — — 1,486 — — 1,486
Third party warrants (3)
4 unchanged sentences
— — 124 124 — — 4,272 4,272
−Removed: IRLCs (2)(10)
— — — — — — 3,759 3,759
+Added: Student loan commitments (7)
+Added: — — — — — — 2,220 2,220
Interest rate caps (5)
3 unchanged sentences
$ 136,116 $ 380,324 $ 11,180,082 $ 11,696,522 $ 131,321 $ 324,678 $ 6,253,870 $ 6,709,869
−Removed: Time deposits (1)
−Removed: $ 18,474 $ — $ 18,455 $ — $ 18,455
−Removed: 3,723,561 783,600 2,556,006 — 3,339,606
Residual interests classified as debt $ — $ — $ 45,734 $ 45,734 $ — $ — $ 93,682 $ 93,682
−Removed: 54,436 — — 54,436 54,436
Derivative liabilities (4)(5)
— 21,746 — 21,746 196 668 — 864
−Removed: Student loan commitments (2)(10)
— — 927 927 — — — —
−Removed: Digital assets safeguarding liability (2)(11)
−Removed: 112,010 — 112,010 — 112,010
−Removed: Total liabilities $ 3,934,451 $ 783,859 $ 2,711,928 $ 54,690 $ 3,550,477
−Removed: SoFi Technologies, Inc.
−Removed: SoFi Technologies, Inc.
−Removed: Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
−Removed: (In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
−Removed: December 31, 2021
−Removed: Carrying Value Level 1 Level 2 Level 3 Total
−Removed: Cash and cash equivalents (1)
−Removed: $ 494,711 $ 494,711 $ — $ — $ 494,711
−Removed: Restricted cash and restricted cash equivalents (1)
−Removed: 273,726 273,726 — — 273,726
−Removed: Investments in AFS debt securities (2)(4)
−Removed: 194,907 129,835 65,072 — 194,907
−Removed: Loans at fair value (2)
−Removed: 5,952,972 — — 5,952,972 5,952,972
−Removed: Loans at amortized cost (1)
−Removed: 115,912 — — 118,412 118,412
−Removed: Servicing rights (2)
−Removed: 168,259 — — 168,259 168,259
−Removed: Asset-backed bonds (2)(5)
−Removed: 253,669 — 253,669 — 253,669
−Removed: Residual investments (2)(5)
−Removed: 121,019 — — 121,019 121,019
−Removed: Non-securitization investments – ETFs (2)
−Removed: 1,486 1,486 — — 1,486
−Removed: Non-securitization investments – other (3)
−Removed: 6,054 — — 6,054 6,054
−Removed: Third party warrants (2)(6)
−Removed: 1,369 — — 1,369 1,369
−Removed: Derivative assets (2)(7)(8)
−Removed: 5,444 — 5,444 — 5,444
−Removed: Purchase price earn-out (2)(9)
−Removed: 4,272 — — 4,272 4,272
−Removed: IRLCs (2)(10)
−Removed: 3,759 — — 3,759 3,759
Student loan commitments (7)
— — 1,409 1,409 — — — —
−Removed: Interest rate caps (2)(8)
−Removed: 493 — 493 — 493
−Removed: $ 7,600,272 $ 899,758 $ 324,678 $ 6,378,336 $ 7,602,772
−Removed: $ 3,947,983 $ 1,240,560 $ 2,807,253 $ — $ 4,047,813
−Removed: Residual interests classified as debt (2)
−Removed: 93,682 — — 93,682 93,682
−Removed: Derivative liabilities (2)(7)(8)
+Added: Digital assets safeguarding liability (8)
— 132,456 — 132,456 — — — —
1 unchanged sentence
_____________________
−Removed: _____________________
−Removed: (1) Disclosed but not carried at fair value.
−Removed: The carrying value of our debt is net of unamortized discounts and debt issuance costs.
−Removed: The fair value of our convertible notes issued in October 2021 was classified as Level 1, as it was based on an observable market quote.
−Removed: The fair values of our warehouse facility debt, revolving credit facility debt and credit card loans were based on market factors and credit factors specific to these financial instruments.
−Removed: The fair value of our securitization debt was valued using a discounted cash flow model, with key inputs relating to the underlying contractual coupons, terms, discount rate and expectations for defaults and prepayments.
−Removed: The fair value of our commercial and consumer banking loans was determined using a discounted cash flow model with key inputs relating to the underlying contractual coupons, terms, discount rate and expectations for defaults.
−Removed: The carrying amounts of our cash and cash equivalents and restricted cash and restricted cash equivalents approximate their fair values due to the short-term maturities and highly liquid nature of these accounts.
−Removed: The fair value of our time-based deposits is estimated by a discounted cash flow method using rates currently offered for deposits of similar remaining maturities.
−Removed: (2) Measured at fair value on a recurring basis.
−Removed: (3) Measured at fair value on a nonrecurring basis.
−Removed: (4) Investments in AFS debt securities were classified as Level 1 or Level 2.
−Removed: The Level 1 investments utilize quoted prices in actively traded markets.
−Removed: The Level 2 investments rely upon observable inputs other than quoted prices, dealer quotes in markets that are not active and implied pricing derived from new issuances of similar securities.
+Added: (1) The investments in AFS debt securities that were classified as Level 2 rely upon observable inputs other than quoted prices, dealer quotes in markets that are not active and implied pricing derived from new issuances of similar securities.
See Note 3 for additional information.
(2) These assets represent the carrying value of our holdings in VIEs wherein we were not deemed the primary beneficiary.
−Removed: As we do not provide financial support beyond our initial equity investment, our maximum exposure to loss as a result of our involvement with nonconsolidated VIEs is limited to the investment amount.
See Note 5 for additional information.
−Removed: (6) The key unobservable assumption used in the fair value measurement of the third party warrants is the price of the stock underlying the warrants.
−Removed: The fair value is measured as the difference between the stock price and the strike price of the warrants.
−Removed: As the strike price is insignificant, we concluded that the impact of time value on the fair value measure was immaterial.
+Added: (3) The key unobservable assumption used in the fair value measurement of the third party warrants was the price of the stock underlying the warrants.
+Added: The fair value was measured as the difference between the stock price and the strike price of the warrants.
+Added: As the strike price was insignificant, we concluded that the impact of time value on the fair value measure was immaterial.
(4) For certain derivative instruments for which an enforceable master netting agreement exists, we elected to net derivative assets and derivative liabilities by counterparty.
1 unchanged sentence
See Note 1 for additional information.
−Removed: (8) Derivative liabilities classified as Level 1 are based on broker quotes in active markets and represent economic hedges of either loans or securitization investment fair values.
+Added: (5) Mortgage pipeline hedges represent TBAs used as economic hedges of loan fair values and are classified as Level 2, as we rely on quoted market prices from similar loan pools that transact in the marketplace.
Interest rate swaps and interest rate caps are classified as Level 2, because these financial instruments do not trade in active markets with observable prices, but rely on observable inputs other than quoted prices.
−Removed: As of June 30, 2022, interest rate swaps and interest rate caps were valued using the overnight Secured Overnight Financing Rate (“SOFR”) curve and the implied volatilities suggested by the SOFR rate curve.
+Added: As of September 30, 2022, interest rate swaps and interest rate caps were valued using the overnight Secured Overnight Financing Rate (“SOFR”) curve and the implied volatilities suggested by the SOFR rate curve.
As of December 31, 2021, interest rate swaps were valued using the three-month LIBOR swap yield curve.
3 unchanged sentences
The assumed probabilities are based on our internal historical experience with home loans and student loans similar to those in the funding pipelines on the measurement date.
+Added: (8) The digital assets safeguarding liability and corresponding safeguarding asset are classified as Level 2, because they do not trade in active markets, and are valued using quoted prices on an active exchange that has been identified as the principal market for the underlying digital assets that are being held by our third-party custodians for the benefit of our members.
SoFi Technologies, Inc.
2 unchanged sentences
(In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
−Removed: (11) The digital assets safeguarding liability and corresponding safeguarding asset are classified as Level 2, because they do not trade in active markets, and are valued using quoted prices on an active exchange that has been identified as the principal market for the underlying digital assets that are being held by our third-party custodians for the benefit of our members.
−Removed: The following key unobservable assumptions were used in the fair value measurement of our loans as of the dates indicated:
−Removed: June 30, 2022 December 31, 2021
+Added: Significant Inputs and Fair Value Rollforwards
+Added: The following key unobservable assumptions were used in the fair value measurement of our loans:
+Added: September 30, 2022 December 31, 2021
Range Weighted Average Range Weighted Average
26 unchanged sentences
6.1 % 3.9 % – 7.0 %
−Removed: The key assumptions included in the above table are defined as follows:
+Added: The key assumptions are defined as follows:
• Conditional prepayment rate — The monthly annualized proportion of the principal of a pool of loans that is assumed to be paid off prematurely in each period.
17 unchanged sentences
(In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
−Removed: The following key unobservable inputs were used in the fair value measurement of our classes of servicing rights as of the dates presented:
−Removed: June 30, 2022 December 31, 2021
+Added: The following key unobservable inputs were used in the fair value measurement of our classes of servicing rights:
+Added: September 30, 2022 December 31, 2021
Range Weighted Average Range Weighted Average
37 unchanged sentences
7.5 % 7.3 % – 7.3 %
−Removed: The key assumptions included in the above table are defined as follows:
+Added: The key assumptions are defined as follows:
• Market servicing costs — The fee a willing market participant, which we validate through actual third-party bids for our servicing, would require for the servicing of student loans, home loans and personal loans with similar characteristics as those in our serviced portfolio.
14 unchanged sentences
(In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
−Removed: The following table presents the estimated decrease to the fair value of our servicing rights as of the dates indicated if the key assumptions had each of the below adverse changes:
−Removed: June 30, 2022 December 31, 2021
+Added: The following table presents the estimated decrease to the fair value of our servicing rights if the key assumptions had each of the below adverse changes:
+Added: September 30, 2022 December 31, 2021
Market servicing costs
22 unchanged sentences
(In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
−Removed: The following table presents the changes in the Company’s servicing rights, which are measured at fair value on a recurring basis:
+Added: The following table presents the changes in the Company’s servicing rights:
Student Loans Home Loans Personal Loans Total
−Removed: Three Months Ended June 30, 2022
−Removed: Fair value as of March 31, 2022 $ 85,957 $ 59,585 $ 27,963 $ 173,505
+Added: Three Months Ended September 30, 2022
+Added: Fair value as of June 30, 2022 $ 84,919 $ 62,166 $ 29,879 $ 176,964
Recognition of servicing from transfers of financial assets 460 3,432 6,789 10,681
Servicing rights assumed from third parties — — 1,062 1,062
−Removed: Derecognition of servicing via loan purchases
+Added: Derecognition of servicing
— ( 57 ) ( 3,908 ) ( 3,965 )
2 unchanged sentences
( 9,293 ) ( 3,387 ) ( 9,806 ) ( 22,486 )
+Added: Fair value as of September 30, 2022 $ 80,866 $ 60,706 $ 26,866 $ 168,438
+Added: Three Months Ended September 30, 2021
Fair value as of June 30, 2021 $ 99,601 $ 37,557 $ 22,609 $ 159,767
−Removed: Three Months Ended June 30, 2021
−Removed: Fair value as of March 31, 2021 $ 106,338 $ 32,038 $ 22,864 $ 161,240
Recognition of servicing from transfers of financial assets
9,421 8,386 7,529 25,336
−Removed: Derecognition of servicing via loan purchases
+Added: Servicing rights assumed from third parties — — 49 49
+Added: Derecognition of servicing
— — ( 168 ) ( 168 )
3 unchanged sentences
( 11,305 ) ( 2,398 ) ( 8,216 ) ( 21,919 )
−Removed: Fair value as of June 30, 2021 $ 99,601 $ 37,557 $ 22,609 $ 159,767
−Removed: Six Months Ended June 30, 2022
+Added: Fair value as of September 30, 2021 $ 96,019 $ 44,145 $ 23,310 $ 163,474
+Added: Nine Months Ended September 30, 2022
Fair value as of January 1, 2022 $ 90,003 $ 50,533 $ 27,723 $ 168,259
1 unchanged sentence
Servicing rights assumed from third parties — — 3,008 3,008
−Removed: Derecognition of servicing via loan purchases
+Added: Derecognition of servicing
( 1,072 ) ( 57 ) ( 4,423 ) ( 5,552 )
2 unchanged sentences
( 29,119 ) ( 9,416 ) ( 27,901 ) ( 66,436 )
−Removed: Fair value as of June 30, 2022 $ 84,919 $ 62,166 $ 29,879 $ 176,964
−Removed: Six Months Ended June 30, 2021
+Added: Fair value as of September 30, 2022 $ 80,866 $ 60,706 $ 26,866 $ 168,438
+Added: Nine Months Ended September 30, 2021
Fair value as of January 1, 2021 $ 100,637 $ 23,914 $ 25,046 $ 149,597
1 unchanged sentence
49,120 24,292 19,848 93,260
−Removed: Derecognition of servicing via loan purchases
+Added: Servicing rights assumed from third parties — — 49 49
+Added: Derecognition of servicing
( 392 ) — ( 356 ) ( 748 )
3 unchanged sentences
( 35,533 ) ( 6,207 ) ( 25,020 ) ( 66,760 )
−Removed: Fair value as of June 30, 2021 $ 99,601 $ 37,557 $ 22,609 $ 159,767
+Added: Fair value as of September 30, 2021 $ 96,019 $ 44,145 $ 23,310 $ 163,474
SoFi Technologies, Inc.
5 unchanged sentences
Management classifies asset-backed bonds as Level 2 due to the use of quoted prices for similar assets in markets that are not active, as well as certain factors specific to us.
−Removed: The following key inputs were used in the fair value measurement of our asset-backed bonds as of the dates indicated:
−Removed: June 30, 2022 December 31, 2021
+Added: The following key inputs were used in the fair value measurement of our asset-backed bonds:
+Added: September 30, 2022 December 31, 2021
Discount rate (range) 3.3 % – 6.1 %
8 unchanged sentences
Management classifies residual investments and residual interests classified as debt as Level 3 due to the use of significant unobservable inputs in the fair value measurements.
−Removed: The following key unobservable inputs were used in the fair value measurements of our residual investments and residual interests classified as debt as of the dates indicated:
−Removed: June 30, 2022 December 31, 2021
+Added: The following key unobservable inputs were used in the fair value measurements of our residual investments and residual interests classified as debt:
+Added: September 30, 2022 December 31, 2021
Range Weighted Average Range Weighted Average
17 unchanged sentences
7.0 % 5.0 % – 9.5 %
−Removed: The key assumptions included in the above table are defined as follows:
+Added: The key assumptions are defined as follows:
• Conditional prepayment rate — The monthly annualized proportion of the principal of a pool of loans that is assumed to be paid off prematurely in each period for the pool of loans in the securitization.
11 unchanged sentences
(In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
−Removed: The following table presents the changes in the residual investments and residual interests classified as debt, which are both measured at fair value on a recurring basis.
+Added: The following table presents the changes in the residual investments and residual interests classified as debt.
We record changes in fair value within noninterest income—securitizations in the unaudited condensed consolidated statements of operations and comprehensive income (loss), a portion of which is subsequently reclassified to interest expense—securitizations and warehouses for residual interests classified as debt and to interest income—securitizations for residual investments, but does not impact the liability or asset balance, respectively.
1 unchanged sentence
Residual Interests Classified as Debt
−Removed: Three Months Ended June 30, 2022
−Removed: Fair value as of March 31, 2022 $ 106,677 $ 70,532
+Added: Three Months Ended September 30, 2022
+Added: Fair value as of June 30, 2022 $ 94,978 $ 54,436
Change in valuation inputs or other assumptions (1)
−Removed: Payments ( 11,989 ) ( 18,758 )
+Added: ( 8,808 ) ( 10,155 )
+Added: Fair value as of September 30, 2022 $ 86,834 $ 45,734
+Added: Three Months Ended September 30, 2021
Fair value as of June 30, 2021 $ 143,100 $ 112,545
−Removed: Three Months Ended June 30, 2021
−Removed: Fair value as of March 31, 2021 $ 150,961 $ 114,882
Additions 6,360 —
Change in valuation inputs or other assumptions (1)
−Removed: Payments ( 23,003 ) ( 10,224 )
−Removed: Fair value as of June 30, 2021 $ 143,100 $ 112,545
−Removed: Six Months Ended June 30, 2022
+Added: ( 20,189 ) ( 14,240 )
+Added: Fair value as of September 30, 2021 $ 131,501 $ 103,898
+Added: Nine Months Ended September 30, 2022
Fair value as of January 1, 2022
2 unchanged sentences
( 35,901 ) ( 55,026 )
−Removed: Fair value as of June 30, 2022 $ 94,978 $ 54,436
−Removed: Six Months Ended June 30, 2021
+Added: Fair value as of September 30, 2022 $ 86,834 $ 45,734
+Added: Nine Months Ended September 30, 2021
Fair value as of January 1, 2021 $ 139,524 $ 118,298
1 unchanged sentence
( 61,633 ) ( 35,831 )
−Removed: Fair value as of June 30, 2021 $ 143,100 $ 112,545
+Added: Fair value as of September 30, 2021 $ 131,501 $ 103,898
___________________
(1) For residual investments, the estimated amounts of gains and losses included in earnings attributable to changes in instrument-specific credit risk were immaterial during the periods presented.
−Removed: (2) Payments of residual investments included residual investment sales of $ 220 and $ 220 during the three and six months ended June 30, 2022, respectively, and $ 2,676 and $ 2,676 during the three and six months ended June 30, 2021, respectively.
+Added: (2) Payments of residual investments included residual investment sales of $ 490 and $ 710 during the three and nine months ended September 30, 2022, respectively, and $ 1,615 and $ 4,291 during the three and nine months ended September 30, 2021, respectively.
SoFi Technologies, Inc.
5 unchanged sentences
Additionally, we classify IRLCs as Level 3, as our IRLCs are inherently uncertain and unobservable given that a home loan origination is contingent on a plethora of factors.
−Removed: The following key unobservable inputs were used in the fair value measurements of our IRLCs and student loan commitments as of the dates indicated:
−Removed: June 30, 2022 December 31, 2021
+Added: The following key unobservable inputs were used in the fair value measurements of our IRLCs and student loan commitments:
+Added: September 30, 2022 December 31, 2021
Range Weighted Average Range Weighted Average
7 unchanged sentences
___________________
−Removed: (1) The probability of honoring IRLCs and student loan commitments, which reflects the percentage likelihood that an approved loan application will close based on historical experience.
−Removed: A significant difference between the actual funded rate and the assumed funded rate at the measurement date could result in a significantly higher or lower fair value measurement of our IRLCs and student loan commitments.
−Removed: The aggregate amount of student loans we committed to fund was $ 34,668 as of June 30, 2022.
+Added: (1) The aggregate amount of student loans we committed to fund was $ 69,977 as of September 30, 2022.
See Note 1 under “Derivative Financial Instruments” for the aggregate notional amount associated with IRLCs.
−Removed: The key assumption included in the above table is defined as follows:
+Added: The key assumption is defined as follows:
• Loan funding probability — Our expectation of the percentage of IRLCs or student loan commitments which will become funded loans.
+Added: A significant difference between the actual funded rate and the assumed funded rate at the measurement date could result in a significantly higher or lower fair value measurement of our IRLCs and student loan commitments.
An increase in the loan funding probabilities, in isolation, would result in an increase in a fair value measurement.
4 unchanged sentences
(In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
−Removed: The following table presents the changes in our IRLCs and student loan commitments, which are measured at fair value on a recurring basis.
−Removed: Changes in the fair values of IRLCs and student loan commitments are recorded within noninterest income—loan origination and sales in the unaudited condensed consolidated statements of operations and comprehensive income (loss).
+Added: The following table presents the changes in our IRLCs and student loan commitments.
+Added: Changes in the fair values are recorded within noninterest income—loan origination and sales in the unaudited condensed consolidated statements of operations and comprehensive income (loss).
IRLCs Student Loan Commitments
−Removed: Three Months Ended June 30, 2022
−Removed: Fair value as of March 31, 2022 $ ( 3,039 ) $ 23
+Added: Three Months Ended September 30, 2022
+Added: Fair value as of June 30, 2022 $ 1,120 $ ( 254 )
Revaluation adjustments
2 unchanged sentences
Unfunded loans (1)
+Added: Fair value as of September 30, 2022 $ ( 927 ) $ ( 1,409 )
+Added: Three Months Ended September 30, 2021
Fair value as of June 30, 2021 $ 7,760 $ —
−Removed: Three Months Ended June 30, 2021
−Removed: Fair value as of March 31, 2021 $ 7,118 $ —
Revaluation adjustments
1 unchanged sentence
Unfunded loans (1)
−Removed: Fair value as of June 30, 2021 $ 7,760 $ —
−Removed: Six Months Ended June 30, 2022
+Added: Fair value as of September 30, 2021 $ 4,569 $ 4,190
+Added: Nine Months Ended September 30, 2022
Fair value as of January 1, 2022 $ 3,759 $ 2,220
4 unchanged sentences
Unfunded loans (1)
−Removed: ( 155 ) ( 103 )
−Removed: Fair value as of June 30, 2022 $ 1,120 $ ( 254 )
−Removed: Six Months Ended June 30, 2021
+Added: Fair value as of September 30, 2022 $ ( 927 ) $ ( 1,409 )
+Added: Nine Months Ended September 30, 2021
Fair value as of January 1, 2021 $ 15,620 $ —
2 unchanged sentences
Unfunded loans (1)
−Removed: Fair value as of June 30, 2021 $ 7,760 $ —
+Added: Fair value as of September 30, 2021 $ 4,569 $ 4,190
___________________
−Removed: (1) For each quarter presented, funded and unfunded loan fair value adjustments represent the unpaid principal balance of funded and unfunded loans, respectively, during the quarter multiplied by the IRLC or student loan commitment price in effect at the beginning of the quarter.
+Added: (1) For the quarter-to-date periods presented, funded and unfunded loan fair value adjustments represent the unpaid principal balance of funded and unfunded loans, respectively, during the quarter multiplied by the IRLC or student loan commitment price in effect at the beginning of the quarter.
For the year-to-date periods presented, amounts represent the summation of the per-quarter effects.
−Removed: Non-Securitization Investments
−Removed: Non-securitization investments — Other of $ 22,780 and $ 6,054 as of June 30, 2022 and December 31, 2021, respectively, include investments for which fair values are not readily determinable, which we elect to measure using the measurement alternative method of accounting.
−Removed: The fair value measurements are classified within Level 3 of the fair value hierarchy due to the use of unobservable inputs in the fair value measurements.
−Removed: Adjustments to the carrying value, such as impairments and unrealized gains, are recognized within noninterest income—other in the unaudited condensed consolidated statements of operations and comprehensive income (loss).
+Added: Purchase Price Earn-Out
+Added: We recognize a derivative asset for a purchase price earn-out in conjunction with a loan sale agreement we entered in 2018.
+Added: We receive a capped contractual payout based on the respective loan pool internal rate of return over a certain hurdle rate, which is adjusted for the loan purchaser’s expenses, which are generally immaterial.
SoFi Technologies, Inc.
2 unchanged sentences
(In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
−Removed: In the first quarter of 2022, we measured a former equity method investment under the measurement alternative method, which primarily drove the increase in the balance from year end.
−Removed: The fair value of this investment was $ 19,739 as of June 30, 2022.
−Removed: In the second quarter of 2022, we wrote off an investment with a carrying value of $ 2,168 for a loss, which reflected the impact of observable market changes.
−Removed: We had previously recognized a gain of $ 3,967 on this investment during the second quarter of 2021, which reflected a value based on the investee’s latest round of financing in an orderly transaction in an issuance similar to our investment holding.
−Removed: In that same quarter in 2021, we sold a portion of our investment for $ 2,000 at the same valuation.
−Removed: We also had another investment with a fair value of $ 2,000 as of both June 30, 2022 and December 31, 2021.
−Removed: We did not make any adjustments to the investment value through June 30, 2022.
−Removed: Purchase Price Earn-Out
−Removed: We recognize a derivative asset for a purchase price earn-out in conjunction with a loan sale agreement we entered in 2018.
−Removed: We receive a capped contractual payout based on the respective loan pool internal rate of return over a certain hurdle rate, which is adjusted for the loan purchaser’s expenses, which are generally immaterial.
The fair value of the purchase price earn-out is determined using a discounted cash flow methodology.
1 unchanged sentence
A significant difference between the expected performance of the loans included in the loan sale agreement and the actual results as of the measurement date could result in a higher or lower fair value measurement.
−Removed: Our key valuation inputs were as follows as of the dates indicated:
−Removed: Purchase Price Earn-Out June 30, 2022 December 31, 2021
+Added: Our key valuation inputs were as follows:
+Added: Purchase Price Earn-Out September 30, 2022 December 31, 2021
Conditional prepayment rate 21.6 % 22.9 %
1 unchanged sentence
Discount rate 25.0 % 25.0 %
−Removed: The key assumptions included in the above table are defined as follows:
+Added: The key assumptions are defined as follows:
• Conditional prepayment rate — The monthly annualized proportion of the principal of the pool of loans included in the loan sale agreement that is assumed to be paid off prematurely.
8 unchanged sentences
(In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
−Removed: The following table presents the changes in our purchase price earn-out, which is measured at fair value on a recurring basis.
+Added: The following table presents the changes in our purchase price earn-out.
Changes in the fair value are recorded within noninterest income—other in the unaudited condensed consolidated statements of operations and comprehensive income (loss).
−Removed: Changes during the three and six months ended June 30, 2021 were immaterial.
Purchase Price Earn-Out
−Removed: Three Months Ended June 30, 2022
−Removed: Fair value as of March 31, 2022 $ 2,285
+Added: Three Months Ended September 30, 2022
+Added: Fair value as of June 30, 2022 $ 625
Payments ( 553 )
Changes in valuation inputs or assumptions (1)
+Added: Fair value as of September 30, 2022 $ 124
+Added: Three Months Ended September 30, 2021
Fair value as of June 30, 2021 $ —
−Removed: Six Months Ended June 30, 2022
+Added: Initial recognition
+Added: Payments ( 1,754 )
+Added: Fair value as of September 30, 2021 $ 5,411
+Added: Nine Months Ended September 30, 2022
Fair value as of January 1, 2022 $ 4,272
1 unchanged sentence
Changes in valuation inputs or assumptions (1)
−Removed: Fair value as of June 30, 2022 $ 625
+Added: Fair value as of September 30, 2022 $ 124
+Added: Nine Months Ended September 30, 2021
+Added: Fair value as of January 1, 2021 $ —
+Added: Initial recognition
+Added: Payments ( 1,754 )
+Added: Fair value as of September 30, 2021 $ 5,411
___________________
−Removed: (1) The estimated amount of losses included in earnings attributable to changes in instrument-specific credit risk were immaterial during the three and six months ended June 30, 2022.
+Added: (1) The estimated amount of losses included in earnings attributable to changes in instrument-specific credit risk were immaterial during all periods presented.
The losses attributable to instrument-specific credit risk were estimated by incorporating our current default and loss severity assumptions for the purchase price earn-out.
These assumptions are based on historical performance and performance expectations over the term of the underlying instrument.
+Added: SoFi Technologies, Inc.
+Added: SoFi Technologies, Inc.
+Added: Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
+Added: (In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
Safeguarding Assets and Liabilities
−Removed: The following table presents the significant digital assets held by our third-party custodians on behalf of our members as of the date indicated:
−Removed: June 30, 2022
+Added: The following table presents the significant digital assets held by our third-party custodians on behalf of our members:
+Added: September 30, 2022
Bitcoin (BTC) $ 51,834
1 unchanged sentence
Cardano (ADA) 8,949
−Removed: Dogecoin (DOGE) 4,182
Solana (SOL) 4,305
Ethereum Classic (ETC) 4,063
+Added: Dogecoin (DOGE) 4,060
+Added: Litecoin (LTC) 1,982
All other (1)
1 unchanged sentence
___________________
−Removed: (1) Includes 25 digital assets, none of which was determined to be individually significant.
+Added: (1) Includes 24 digital assets, none of which were determined to be individually significant.
+Added: Financial Instruments Not Measured at Fair Value
+Added: The following table summarizes the carrying values and estimated fair values, by level within the fair value hierarchy, of our assets and liabilities that are not measured at fair value on a recurring basis in the unaudited condensed consolidated balance sheets:
+Added: Carrying Value Level 1 Level 2 Level 3 Total
+Added: September 30, 2022
+Added: Cash and cash equivalents (1)
+Added: $ 935,159 $ 935,159 $ — $ — $ 935,159
+Added: Restricted cash and restricted cash equivalents (1)
+Added: 326,274 326,274 — — 326,274
+Added: Loans at amortized cost (2)
+Added: 280,347 — — 293,620 293,620
+Added: $ 1,541,780 $ 1,261,433 $ — $ 293,620 $ 1,555,053
+Added: Time deposits (3)
+Added: $ 512,515 $ — $ 512,412 $ — $ 512,412
+Added: 4,568,523 815,400 3,390,506 — 4,205,906
+Added: Total liabilities $ 5,081,038 $ 815,400 $ 3,902,918 $ — $ 4,718,318
+Added: December 31, 2021
+Added: Cash and cash equivalents (1)
+Added: $ 494,711 $ 494,711 $ — $ — $ 494,711
+Added: Restricted cash and restricted cash equivalents (1)
+Added: 273,726 273,726 — — 273,726
+Added: Loans at amortized cost (2)
+Added: 115,912 — — 118,412 118,412
+Added: $ 884,349 $ 768,437 $ — $ 118,412 $ 886,849
+Added: $ 3,947,983 $ 1,240,560 $ 2,807,253 $ — $ 4,047,813
+Added: Total liabilities
+Added: $ 3,947,983 $ 1,240,560 $ 2,807,253 $ — $ 4,047,813
+Added: ___________________
+Added: (1) The carrying amounts of our cash and cash equivalents and restricted cash and restricted cash equivalents approximate their fair values due to the short-term maturities and highly liquid nature of these accounts.
+Added: (2) The fair value of our credit card loans was based on market factors and credit factors specific to our portfolio.
+Added: The fair value of our commercial and consumer banking loans was determined using a discounted cash flow model with key inputs relating to the underlying contractual coupons, terms, discount rate and expectations for defaults.
+Added: (3) The fair value of our time-based deposits is estimated by a discounted cash flow method using rates currently offered for deposits of similar remaining maturities.
SoFi Technologies, Inc.
2 unchanged sentences
(In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
−Removed: The following table summarizes the Company’s principal outstanding debt, debt discounts/premiums and debt issuance costs as of the dates indicated:
+Added: (4) The carrying value of our debt is net of unamortized discounts and debt issuance costs.
+Added: The fair value of our convertible notes was classified as Level 1, as it was based on an observable market quote.
+Added: The fair values of our warehouse facility debt and revolving credit facility debt were classified as Level 2 and based on market factors and credit factors specific to these financial instruments.
+Added: The fair value of our securitization debt was classified as Level 2 and valued using a discounted cash flow model, with key inputs relating to the underlying contractual coupons, terms, discount rate and expectations for defaults and prepayments.
+Added: Nonrecurring Fair Value Measurements
+Added: Non-securitization investments — Other of $ 22,798 and $ 6,054 as of September 30, 2022 and December 31, 2021, respectively, include investments for which fair values are not readily determinable, which we elect to measure using the measurement alternative method of accounting.
+Added: The fair value measurements are classified within Level 3 of the fair value hierarchy due to the use of unobservable inputs in the fair value measurements.
+Added: Adjustments to the carrying value, such as impairments and unrealized gains, are recognized within noninterest income—other in the unaudited condensed consolidated statements of operations and comprehensive income (loss).
+Added: In the first quarter of 2022, we measured a former equity method investment under the measurement alternative method, which primarily drove the increase in the balance from year end.
+Added: The fair value of this investment was $ 19,739 as of September 30, 2022.
+Added: In the second quarter of 2022, we wrote off an investment with a carrying value of $ 2,168 for a loss, which reflected the impact of observable market changes.
+Added: We had previously recognized a gain of $ 3,967 on this investment during the second quarter of 2021, which reflected a value based on the investee’s latest round of financing in an orderly transaction in an issuance similar to our investment holding.
+Added: In that same quarter in 2021, we sold a portion of our investment for $ 2,000 at the same valuation.
+Added: In the nine months ended September 30, 2022, we made net downward adjustments of $ 827 to an investment with a fair value of $ 1,059 as of September 30, 2022 and $ 1,886 as of December 31, 2021.
+Added: We also had another investment with a fair value of $ 2,000 as of both September 30, 2022 and December 31, 2021 for which no adjustments were made during 2022.
+Added: SoFi Technologies, Inc.
+Added: SoFi Technologies, Inc.
+Added: Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
+Added: (In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
+Added: The following table summarizes the Company’s principal outstanding debt, debt discounts/premiums and debt issuance costs:
Borrowing Description
3 unchanged sentences
Outstanding as of
+Added: September 30, 2022 (5)
Student Loan Warehouse Facilities
15 unchanged sentences
SoFi Funding VIII
−Removed: — 1ML + 90 bps
+Added: — SOFR + 100 bps
May 2023 300,000 — 245,723
21 unchanged sentences
SoFi Funding PL II
−Removed: — 3ML + 225 bps
+Added: — SOFR + 150 bps
July 2024 100,000 — —
9 unchanged sentences
SoFi Funding PL VII
−Removed: — 1ML + 115 bps
+Added: — SOFR + 125 bps
June 2023 250,000 — 71,572
10 unchanged sentences
October 2024 300,000 — 144,662
−Removed: SoFi Funding PL XV 279,861 SOFR + 80 bps
+Added: SoFi Funding PL XV (15)
+Added: 164,188 SOFR + 80 bps
October 2024 425,000 142,186 —
23 unchanged sentences
November 2024 19,223 98,031
−Removed: SoFi RR Funding III 36,180 1ML + 125 bps
+Added: SoFi RR Funding III (18)
+Added: 34,180 1ML + 125 bps
November 2024 34,981 39,158
14 unchanged sentences
Outstanding as of
+Added: September 30, 2022 (5)
Revolving Credit Facility
55 unchanged sentences
_________________
−Removed: (1) As of June 30, 2022, represents unpaid principal balances, with the exception of the risk retention warehouse facilities, which include securitization-related investments carried at fair value.
+Added: (1) As of September 30, 2022, represents unpaid principal balances, with the exception of the risk retention warehouse facilities, which include securitization-related investments carried at fair value.
In addition, certain securitization interests that eliminate in consolidation are pledged to risk retention warehouse facilities.
2 unchanged sentences
“ML” stands for “Month LIBOR”.
−Removed: As of June 30, 2022, 1ML and 3ML was 1.79% and 2.29%, respectively.
+Added: As of September 30, 2022, 1ML and 3ML was 3.14% and 3.75%, respectively.
“SOFR” in this table refers to the overnight SOFR, unless otherwise indicated.
“1M SOFR” stands for “one-month SOFR”.
−Removed: As of June 30, 2022, SOFR was 1.50% and 1M SOFR was 1.69%.
+Added: As of September 30, 2022, SOFR was 2.98% and 1M SOFR was 3.04%.
“PR” stands for “Prime Rate”.
−Removed: As of June 30, 2022, PR was 4.75%.
+Added: As of September 30, 2022, PR was 6.25%.
(3) For securitization debt, the maturity of the notes issued by the various trusts occurs upon either the maturity of the loan collateral or full payment of the loan collateral held in the trusts.
1 unchanged sentence
Securitization debt matures as loan collateral payments are made.
−Removed: (4) Represents total capacity as of June 30, 2022.
−Removed: (5) There were no debt discounts or premiums issued during the six months ended June 30, 2022.
−Removed: We paid $ 700 during the six months ended June 30, 2022 related to debt issuance costs accrued in 2021.
+Added: (4) Represents total capacity as of September 30, 2022.
+Added: (5) There were no debt discounts or premiums issued during the nine months ended September 30, 2022.
+Added: We paid $ 700 during the nine months ended September 30, 2022 related to debt issuance costs accrued in 2021.
(6) Warehouse facility has a prime rate floor of 309 bps.
6 unchanged sentences
One such class incurs interest based on a commercial paper (“CP”) rate, which is determined by the facility lender.
−Removed: As of June 30, 2022, the CP rate for this facility was 1.36 %.
+Added: As of September 30, 2022, the CP rate for this facility was 3.14 %.
(9) Warehouse facility incurs interest based on a CP rate, which is determined by the facility lender.
−Removed: As of June 30, 2022, the CP rate for this facility was 1.71 %.
+Added: As of September 30, 2022, the CP rate for this facility was 3.07 %.
(10) Warehouse facility incurs interest based on a CP rate, which is determined by the facility lender.
−Removed: As of June 30, 2022, the CP rate for this facility was 1.46 %.
+Added: As of September 30, 2022, the CP rate for this facility was 3.14 %.
The facility was amended in the first quarter of 2022 to allow up to $ 250 million of securitization risk retention securities to be pledged to the warehouse.
−Removed: As of June 30, 2022, $ 85.9 million of the collateral balance for the facility was related to securitization risk retention securities, with the remainder of the collateral balance related to student loans.
+Added: As of September 30, 2022, $ 91.8 million of the collateral balance for the facility was related to securitization risk retention securities, with the remainder of the collateral balance related to student loans.
(11) Warehouse facility incurs interest based on a CP rate, which is determined by the facility lender.
−Removed: As of June 30, 2022, the CP rate for this facility was 1.46 %.
+Added: As of September 30, 2022, the CP rate for this facility was 3.14 %.
Under certain conditions, warehouse facility could incur an interest rate spread of 215 bps.
(12) Warehouse facility incurs interest based on a CP rate, which is determined by the facility lender.
−Removed: As of June 30, 2022, the CP rate for this facility was 1.40 %.
+Added: As of September 30, 2022, the CP rate for this facility was 1.40 %.
(13) Warehouse facility incurs interest based on a CP rate, which is determined by the facility lender.
−Removed: As of June 30, 2022, the CP rate for this facility was 1.46 %.
+Added: As of September 30, 2022, the CP rate for this facility was 3.14 %.
(14) Warehouse facility incurs interest based on a CP rate, which is determined by the facility lender.
−Removed: As of June 30, 2022, the CP rate for this facility was 1.46 %.
−Removed: (15) Warehouse facility incurs interest at a spread (as indicated in the table) plus the lower of (a) three-month SOFR plus 35 bps or (b) the CP rate for this facility, which is determined by the facility lender.
−Removed: As of June 30, 2022, the CP rate for this facility was 1.92 %, and the three-month SOFR rate was 2.12%.
+Added: As of September 30, 2022, the CP rate for this facility was 3.14 %.
+Added: (15) Total capacity was increased by $ 100 million for a three-month period ending October 2022.
+Added: (16) Warehouse facility incurs interest at a spread of 100 bps plus the lower of (a) three-month SOFR plus 35 bps or (b) the CP rate for this facility, which is determined by the facility lender.
(17) Financing was obtained for both asset-backed bonds and residual investments in various personal loan and student loan securitizations, and the underlying collateral are the underlying asset-backed bonds and residual investments.
−Removed: We only state capacity amounts in this table for risk retention facilities wherein we can pledge additional asset-backed bonds and residual investments as of June 30, 2022.
−Removed: (17) As of June 30, 2022, $ 6.0 million of the revolving credit facility total capacity was not available for general borrowing purposes because it was utilized to secure a letter of credit.
+Added: We only state capacity amounts in this table for risk retention facilities wherein we can pledge additional asset-backed bonds and residual investments as of September 30, 2022.
+Added: (18) In certain circumstances, cash payments may first be applied to a cash margin account prior to pay down of the outstanding balance, which may cause the collateral balance to exceed the outstanding balance.
+Added: (19) As of September 30, 2022, $ 6.0 million of the revolving credit facility total capacity was not available for general borrowing purposes because it was utilized to secure a letter of credit.
Refer to our letter of credit disclosures in Note 15 for more details.
4 unchanged sentences
Material Changes to Debt Arrangements
−Removed: During the six months ended June 30, 2022, we opened one personal loan warehouse facility with a maximum available capacity of $ 325,000 , and closed one risk retention warehouse facility that had a maximum available capacity of $ 192,141 .
+Added: During the nine months ended September 30, 2022, we opened one personal loan warehouse facility with a maximum available capacity of $ 325,000 , which was increased by $ 100,000 for a three-month period ending October 2022, and closed one risk retention warehouse facility that had a maximum available capacity of $ 192,141 .
Our warehouse and securitization debt is secured by a continuing lien and security interest in the loans financed by the proceeds.
7 unchanged sentences
We act as a guarantor for our wholly-owned subsidiaries in several arrangements in the case of default.
−Removed: As of June 30, 2022, we have not identified any risks of nonpayment by our wholly-owned subsidiaries.
+Added: As of September 30, 2022, we have not identified any risks of nonpayment by our wholly-owned subsidiaries.
SoFi Technologies, Inc.
3 unchanged sentences
Maturities of Borrowings
−Removed: As of June 30, 2022, future maturities of our outstanding debt with scheduled payments, which included our revolving credit facility and convertible notes, were as follows:
+Added: Future maturities of our outstanding debt with scheduled payments, which included our revolving credit facility and convertible notes, were as follows:
+Added: September 30, 2022
Remainder of 2022 $ —
7 unchanged sentences
The Series 1 Redeemable Preferred Stock remains classified as temporary equity because the Series 1 Redeemable Preferred Stock is not fully controlled by the issuer, SoFi Technologies.
−Removed: As of June 30, 2022, there were no shares of SoFi Technologies Preferred Stock issued and outstanding and there were 3,234,000 shares of Series 1 Redeemable Preferred Stock issued and outstanding, which had an original issuance price of $ 100.00 .
+Added: As of September 30, 2022, there were no shares of SoFi Technologies Preferred Stock issued and outstanding and there were 3,234,000 shares of Series 1 Redeemable Preferred Stock issued and outstanding, which had an original issuance price of $ 100.00 .
In conjunction with the Business Combination, we made a one-time special payment of $ 21.2 million to the holders of Series 1 Redeemable Preferred Stock, which was paid from the proceeds of the Business Combination and settled contemporaneously with the Business Combination in 2021.
The special payment was recognized within noninterest expense—general and administrative in the unaudited condensed consolidated statements of operations and comprehensive income (loss), as this feature was accounted for as an embedded derivative that was not clearly and closely related to the host contract, and will not have a subsequent impact on our consolidated financial results.
−Removed: During the three months ended June 30, 2022 and 2021, the holders of Series 1 Redeemable Preferred Stock were entitled to dividends of $ 10,079 and $ 10,079 , respectively.
−Removed: During the six months ended June 30, 2022 and 2021, the holders of the Series 1 Redeemable Preferred Stock were entitled to dividends of $ 20,047 and $ 20,047 , respectively.
−Removed: There were no dividends payable as of June 30, 2022 and December 31, 2021.
+Added: During each of the three months ended September 30, 2022 and 2021 and each of the nine months ended September 30, 2022 and 2021, the holders of Series 1 Redeemable Preferred Stock were entitled to dividends of $ 10,189 and $ 30,236 , respectively.
+Added: Dividends payable were $ 10,189 as of September 30, 2022.
+Added: There were no dividends payable as of December 31, 2021.
There have been no dividend deferrals related to the Series 1 Redeemable Preferred Stock.
9 unchanged sentences
Therefore, we did not measure the warrants at fair value subsequent to May 28, 2021.
−Removed: The following table presents the changes in the fair value of the Series H warrant liabilities during the three and six months ended June 30, 2021, which was prior to the reclassification to permanent equity:
+Added: The following table presents the changes in the fair value of the Series H warrant liabilities prior to the reclassification to permanent equity:
Warrant Liabilities
−Removed: Three Months Ended June 30, 2021
−Removed: Fair value as of March 31, 2021 $ 129,879
−Removed: Change in valuation inputs or other assumptions 31,896
−Removed: Reclassification to permanent equity in conjunction with the Business Combination ( 161,775 )
−Removed: Fair value as of June 30, 2021 $ —
−Removed: Six Months Ended June 30, 2021
+Added: Nine Months Ended September 30, 2021
Fair value as of January 1, 2021 $ 39,959
1 unchanged sentence
Reclassification to permanent equity in conjunction with the Business Combination ( 161,775 )
−Removed: Fair value as of June 30, 2021 $ —
+Added: Fair value as of September 30, 2021 $ —
Permanent Equity
1 unchanged sentence
Pursuant to SoFi Technologies’ Certificate of Incorporation, the Company is authorized to issue 3,000,000,000 shares of common stock, with a par value of $ 0.0001 per share, and 100,000,000 shares of non-voting common stock, with a par value of $ 0.0001 per share.
−Removed: As of June 30, 2022, the Company had 922,103,100 shares of common stock and no shares of non-voting common stock issued and outstanding.
−Removed: The Company reserved the following common stock for future issuance as of the dates indicated:
−Removed: June 30, December 31,
+Added: As of September 30, 2022, the Company had 927,345,977 shares of common stock and no shares of non-voting common stock issued and outstanding.
+Added: The Company reserved the following common stock for future issuance:
+Added: September 30,
+Added: 2022 December 31,
Outstanding stock options, RSUs and performance stock units (“PSUs”)
5 unchanged sentences
38,777,480 32,470,481
−Removed: Potentially issuable contingent common stock (2)
Total common stock reserved for future issuance
2 unchanged sentences
(1) Represents the number of common stock issuable upon conversion of all convertible notes at the conversion rate in effect at the balance sheet date.
−Removed: (2) As of June 30, 2022, includes potentially issuable contingent common stock in connection with the Technisys Merger, which determination is pending final agreement regarding a closing net working capital calculation specified in the merger agreement.
−Removed: See Note 2 for additional information.
−Removed: There were no dividends declared or paid to common stockholders during the six months ended June 30, 2022 and 2021.
+Added: There were no dividends declared or paid to common stockholders during the nine months ended September 30, 2022 and 2021.
Accumulated Other Comprehensive Income (Loss)
−Removed: AOCI primarily consists of accumulated net unrealized gains or losses associated with our investments in AFS debt securities, which commenced during the third quarter of 2021, and foreign currency translation adjustments.
+Added: AOCI primarily consists of accumulated net unrealized gains or losses associated with our investments in AFS debt securities and foreign currency translation adjustments.
SoFi Technologies, Inc.
2 unchanged sentences
(In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
−Removed: The following table presents the rollforward of AOCI, inclusive of the changes in the components of other comprehensive loss for the periods indicated:
+Added: The following table presents the rollforward of AOCI, inclusive of the changes in the components of other comprehensive loss:
AFS Debt Securities Foreign Currency Translation Adjustments Total
−Removed: Three Months Ended June 30, 2022
+Added: Three Months Ended September 30, 2022
AOCI, beginning balance $ ( 7,797 ) $ ( 214 ) $ ( 8,011 )
−Removed: Other comprehensive loss before reclassifications (1)
+Added: Other comprehensive income (loss) before reclassifications (1)
( 1,787 ) 325 ( 1,462 )
Amounts reclassified from AOCI into earnings ( 127 ) — ( 127 )
−Removed: Net current-period other comprehensive loss (2)
+Added: Net current-period other comprehensive income (loss) (2)
( 1,914 ) 325 ( 1,589 )
AOCI, ending balance $ ( 9,711 ) $ 111 $ ( 9,600 )
−Removed: Three Months Ended June 30, 2021
+Added: Three Months Ended September 30, 2021
AOCI, beginning balance $ — $ ( 512 ) $ ( 512 )
−Removed: Other comprehensive loss before reclassifications (1)
+Added: Other comprehensive income (loss) before reclassifications (1)
( 150 ) 204 54
−Removed: Net current-period other comprehensive loss (2)
+Added: Net current-period other comprehensive income (loss) (2)
( 150 ) 204 54
AOCI, ending balance $ ( 150 ) $ ( 308 ) $ ( 458 )
−Removed: Six Months Ended June 30, 2022
+Added: Nine Months Ended September 30, 2022
AOCI, beginning balance $ ( 1,351 ) $ ( 120 ) $ ( 1,471 )
−Removed: Other comprehensive loss before reclassifications (1)
+Added: Other comprehensive income (loss) before reclassifications (1)
( 8,518 ) 231 ( 8,287 )
Amounts reclassified from AOCI into earnings 158 — 158
−Removed: Net current-period other comprehensive loss (2)
+Added: Net current-period other comprehensive income (loss) (2)
( 8,360 ) 231 ( 8,129 )
AOCI, ending balance $ ( 9,711 ) $ 111 $ ( 9,600 )
−Removed: Six Months Ended June 30, 2021
+Added: Nine Months Ended September 30, 2021
AOCI, beginning balance $ — $ ( 166 ) $ ( 166 )
6 unchanged sentences
(1) Gross realized gains and losses from sales of our investments in AFS debt securities that were reclassified from AOCI to earnings are recorded within noninterest income—other in the unaudited condensed consolidated statements of operations and comprehensive income (loss).
−Removed: We did not have investments in AFS debt securities during the six months ended June 30, 2021.
−Removed: Additionally, there were no reclassifications related to foreign currency translation adjustments during the six months ended June 30, 2022 and 2021.
+Added: There were no reclassifications related to foreign currency translation adjustments during the nine months ended September 30, 2022 and 2021.
(2) There were no tax impacts during any of the periods presented due to reserves against deferred tax assets in jurisdictions where other comprehensive loss activity was generated.
−Removed: For gross amounts of realized gains and losses on our investments in AFS debt securities, see Note 3.
−Removed: Interest income associated with our investments in AFS debt securities is recognized within interest income—other in the unaudited condensed consolidated statements of operations and comprehensive income (loss).
Share-Based Compensation
1 unchanged sentence
In connection with the Closing of the Business Combination, the Company adopted the 2021 Stock Option and Incentive Plan (the “2021 Plan”), which authorized for issuance 63,575,425 shares of common stock in connection with the Business Combination.
−Removed: The 2021 Plan allowed for the number of authorized shares to increase on the first day of each fiscal year beginning on January 1, 2022 and ending on and including January 1, 2030.
−Removed: Effective January 1, 2022, our Board of Directors authorized the issuance of an additional 8,937,242 shares under this provision.
−Removed: Refer to Note 19 for discussion of an amendment and restatement of the 2021 Plan during the subsequent event period.
−Removed: The 2021 Plan allows for the issuance of stock options, stock appreciation rights, restricted stock, restricted stock units (including performance stock units), dividend
+Added: Under the 2021 Plan, effective January 1, 2022, our Board of Directors authorized the issuance of an additional 8,937,242 shares.
+Added: In the third quarter of 2022, the Company’s stockholders approved the amendment and restatement of the 2021 Stock Option and Incentive Plan (the “Amended and Restated 2021 Plan”), including a modification to the evergreen provision and an increase in the number of shares of common stock available for issuance under the plan.
+Added: As of September 30, 2022, the Amended and Restated 2021 Plan includes an aggregate of 104,983,148 shares of common stock authorized for issuance of awards.
+Added: The Amended and Restated 2021 Plan allows for the number of authorized shares to increase on the first day of each fiscal year beginning on January 1, 2023 and ending on and including January 1, 2030 equal to the lesser of (a) five percent of the aggregate number of shares of common stock outstanding on the final day of the immediately preceding calendar year, and (b) such smaller number of shares of common stock as determined by the Board.
+Added: The Amended and Restated 2021 Plan allows for the issuance of stock options, stock appreciation rights, restricted stock, restricted stock units (including performance stock units), dividend equivalents and other stock or cash based awards for issuance to its employees,
SoFi Technologies, Inc.
2 unchanged sentences
(In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
−Removed: equivalents and other stock or cash based awards for issuance to its employees, non-employee directors and non-employee third parties.
+Added: non-employee directors and non-employee third parties.
Shares associated with option exercises and RSU vesting are issued from the authorized pool.
−Removed: During the six months ended June 30, 2022 and 2021, we incurred cash outflows of $ 5,846 and $ 28,603 , respectively, related to the payment of withholding taxes for vested RSUs.
+Added: During the nine months ended September 30, 2022 and 2021, we incurred cash outflows of $ 7,476 and $ 37,240 , respectively, related to the payment of withholding taxes for vested RSUs.
These cash outflows are presented within net cash provided by (used in) financing activities in the unaudited condensed consolidated statements of cash flows.
−Removed: Share-based compensation expense related to stock options, RSUs and PSUs is presented within the following line items in the unaudited condensed consolidated statements of operations and comprehensive income (loss) for the periods indicated:
−Removed: Three Months Ended June 30, Six Months Ended June 30,
+Added: Share-based compensation expense related to stock options, RSUs and PSUs is presented within the following line items in the unaudited condensed consolidated statements of operations and comprehensive income (loss):
+Added: Three Months Ended September 30, Nine Months Ended September 30,
2022 2021 2022 2021
9 unchanged sentences
Stock Options
−Removed: The following is a summary of stock option activity for the period indicated:
+Added: The following is a summary of stock option activity:
Stock Options
7 unchanged sentences
( 445,159 ) 4.89
−Removed: Outstanding as of June 30, 2022 19,634,712 $ 7.23 5.4
−Removed: Exercisable as of June 30, 2022 19,526,150 $ 7.23 5.4
+Added: Outstanding as of September 30, 2022 19,047,350 $ 7.33 4.6
+Added: Exercisable as of September 30, 2022 18,964,882 $ 7.33 4.6
____________________
−Removed: (1) There were no stock options granted during the six months ended June 30, 2022.
−Removed: Total compensation cost related to unvested stock options not yet recognized as of June 30, 2022 was $ 3.2 million and will be recognized over a weighted average period of approximately 0.7 years.
+Added: (1) There were no stock options granted during the nine months ended September 30, 2022.
+Added: Total compensation cost related to unvested stock options not yet recognized as of September 30, 2022 was $ 2.1 million and will be recognized over a weighted average period of approximately 0.5 years.
Restricted Stock Units
7 unchanged sentences
(In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
−Removed: The following table summarizes RSU activity for the period indicated:
+Added: The following table summarizes RSU activity:
RSUs Weighted Average Grant Date Fair Value
5 unchanged sentences
( 9,430,388 ) 11.01
−Removed: Outstanding as of June 30, 2022 (3)
+Added: Outstanding as of September 30, 2022 (3)
63,948,079 $ 10.03
2 unchanged sentences
See Note 2 for additional information.
−Removed: (2) The total fair value, based on grant date fair value, of RSUs that vested during the six months ended June 30, 2022 was $ 132.8 million.
−Removed: (3) Includes 178,021 RSUs that were granted in 2020 and later modified in an improbable-to-probable modification (Type III), related to which $ 741 and $ 1,695 of share-based compensation expense was recorded during the three and six months ended June 30, 2022, respectively.
−Removed: The awards were fully expensed as of June 30, 2022.
−Removed: As of June 30, 2022, there was $ 631.7 million of unrecognized compensation cost related to unvested RSUs, which will be recognized over a weighted average period of approximately 3.1 years.
+Added: (2) The total fair value, based on grant date fair value, of RSUs that vested during the nine months ended September 30, 2022 was $ 191.6 million.
+Added: (3) Includes 178,021 RSUs that were granted in 2020 and later modified in an improbable-to-probable modification (Type III), related to which $ 1,695 of share-based compensation expense was recorded during the nine months ended September 30, 2022.
+Added: The awards were fully expensed through the second quarter of 2022.
+Added: As of September 30, 2022, there was $ 594.5 million of unrecognized compensation cost related to unvested RSUs, which will be recognized over a weighted average period of approximately 2.9 years.
Performance Stock Units
−Removed: The following table summarizes PSU activity for the period indicated:
+Added: The following table summarizes PSU activity:
PSUs Weighted Average Grant Date Fair Value
1 unchanged sentence
( 2,746,825 ) 7.53
−Removed: Outstanding as of June 30, 2022
+Added: Outstanding as of September 30, 2022
20,345,761 $ 9.75
1 unchanged sentence
We determine the grant-date fair value of PSUs utilizing a Monte Carlo simulation model.
−Removed: The following table summarizes the inputs used for estimating the fair value of PSUs granted during the period indicated:
−Removed: Input Six Months Ended
−Removed: June 30, 2022
+Added: The following table summarizes the inputs used for estimating the fair value of PSUs granted:
+Added: Input Nine Months Ended
+Added: September 30, 2022
Risk-free interest rate
3 unchanged sentences
Our use of a Monte Carlo simulation model requires the use of subjective assumptions:
−Removed: • The risk-free interest rate assumption was based on the U.S.
+Added: • Risk-free interest rate — Based on the U.S.
Treasury rate at the time of grant commensurate with the remaining term of the PSUs.
−Removed: • The expected volatility assumption was based on the implied volatility of our common stock from a set of comparable publicly-traded companies.
−Removed: • The fair value of our common stock was based on the closing stock price on the date of grant.
−Removed: • We assumed no dividend yield because we have historically not paid out dividends to common stockholders.
−Removed: As of June 30, 2022, there was $ 103.3 million of unrecognized compensation cost related to unvested PSUs, which will be recognized over a weighted average period of approximately 1.4 years.
+Added: • Expected volatility — Based on the implied volatility of our common stock from a set of comparable publicly-traded companies.
+Added: • Fair value of common stock — Based on the closing stock price on the date of grant.
+Added: • Dividend Yield — We assumed no dividend yield because we have historically not paid out dividends to common stockholders.
SoFi Technologies, Inc.
2 unchanged sentences
(In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
−Removed: For interim periods, we follow the general recognition approach whereby tax expense is recognized through the use of an estimated annual effective tax rate, which is applied to the year-to-date operating results.
+Added: As of September 30, 2022, there was $ 72.2 million of unrecognized compensation cost related to unvested PSUs, which will be recognized over a weighted average period of approximately 1.8 years.
+Added: For interim periods, we follow the general recognition approach whereby tax expense is recognized using an estimated annual effective tax rate, which is applied to the year-to-date operating results.
Additionally, we recognize tax expense or benefit for any discrete items occurring within the interim period that were excluded from the estimated annual effective tax rate.
1 unchanged sentence
(i) changes in forecasted pre-tax and taxable income or loss, (ii) changes in statutory law or regulations in jurisdictions where we operate, (iii) audits or settlements with taxing authorities, (iv) the tax impact of expanded product offerings or business acquisitions, and (v) changes in valuation allowance assumptions.
−Removed: For the three and six months ended June 30, 2022, we recorded income tax expense of $( 119 ) and $( 871 ), respectively.
−Removed: For the three and six months ended June 30, 2021, we recorded income tax benefit (expense) of $ 78 and $( 1,021 ), respectively.
+Added: For the three and nine months ended September 30, 2022, we recorded income tax benefit (expense) of $ 242 and $( 629 ), respectively.
+Added: For the three and nine months ended September 30, 2021, we recorded income tax expense of $( 181 ) and $( 1,202 ), respectively.
Income taxes were primarily due to income tax expense associated with the profitability of SoFi Lending Corp.
and, for the 2022 periods, SoFi Bank, in some state jurisdictions where separate company filing is required.
−Removed: In the 2022 periods, this expense was partially offset by income tax benefits from foreign losses in jurisdictions with net deferred tax liabilities related to the Technisys Merger.
+Added: In the 2022 periods, this expense was offset by income tax benefits from foreign losses in jurisdictions with net deferred tax liabilities related to the Technisys Merger.
See Note 2 for additional information.
−Removed: During the six months ended June 30, 2022, we increased our unrecognized tax benefits by $ 9,885 , of which $ 6,548 would impact the Company’s effective tax rate if realized.
+Added: During the nine months ended September 30, 2022, we increased our unrecognized tax benefits by $ 9,885 , of which $ 6,548 would impact the Company’s effective tax rate if realized.
The increase resulted from the recognition of historical tax reserves that existed at the time of the Technisys Merger and were recorded through goodwill.
2 unchanged sentences
We do not expect to have any significant changes to unrecognized tax benefits over the next 12 months.
−Removed: During the six months ended June 30, 2022, we maintained a full valuation allowance against our net deferred tax assets in applicable jurisdictions.
+Added: During the nine months ended September 30, 2022, we maintained a full valuation allowance against our net deferred tax assets in applicable jurisdictions.
In certain foreign and state jurisdictions where sufficient deferred tax liabilities exist, no valuation allowance is recognized.
5 unchanged sentences
In February 2021, Apex Clearing Holdings, LLC (“Apex”), in which we historically had a minority ownership, paid us $ 18,304 in settlement of all of their outstanding obligations to us, which consisted of outstanding principal balances of $ 16,693 and accrued interest of $ 1,611 .
−Removed: During the three and six months ended June 30, 2021, we recognized interest income of $ — and $ 211 , respectively, within interest income—related party notes , and we reversed the remainder of the loss for the discount to fair value that had not yet been accreted of $ 169 within noninterest income—other in the unaudited condensed consolidated statements of operations and comprehensive income (loss), which was only applicable to the six-month period.
+Added: During the nine months ended September 30, 2021, we recognized interest income of $ 211 within interest income—related party notes , and we reversed the remainder of the loss for the discount to fair value that had not yet been accreted of $ 169 within noninterest income—other in the unaudited condensed consolidated statements of operations and comprehensive income (loss), which was only applicable to the nine-month period.
Commitments, Guarantees, Concentrations and Contingencies
2 unchanged sentences
Our office leases contain renewal option periods ranging from one to ten years from the expiration dates.
−Removed: These options were not recognized as part of our ROU assets and operating lease liabilities, as we did not conclude at the commencement date of the leases that we were reasonably certain to exercise these options.
−Removed: However, in our normal course of business, we expect our office leases to be renewed, amended or replaced by other leases.
−Removed: Associated with these leases, we obtained non-cash operating lease ROU assets in exchange for new
+Added: These options were not recognized as part of our ROU assets and operating lease liabilities, as we did not conclude at the commencement date of the leases that we were reasonably certain to
SoFi Technologies, Inc.
2 unchanged sentences
(In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
−Removed: operating lease liabilities of $ 764 during the six months ended June 30, 2022, which were related to our recent acquisitions.
+Added: exercise these options.
+Added: However, in our normal course of business, we expect our office leases to be renewed, amended or replaced by other leases.
+Added: Associated with these leases, we obtained non-cash operating lease ROU assets in exchange for new operating lease liabilities of $ 764 during the nine months ended September 30, 2022, which were related to our recent acquisitions.
Our finance leases expire in 2040.
1 unchanged sentence
The lessor for one of our operating leases allowed us to defer payments on the lease beginning in April 2020 as a result of our inability to use the leased premises during the COVID-19 pandemic.
−Removed: During the concession period, we did not recognize operating lease cost and we did not remeasure the right-of-use asset or lease liability.
+Added: During the concession period, we did not recognize operating lease cost and we did not remeasure the ROU asset or lease liability.
We regained access to the leased premises in September 2021 and resumed lease amortization at that time.
−Removed: In the absence of this concession, we would have recognized additional operating lease cost of $ 566 and $ 1,132 during the three and six months ended June 30, 2021, respectively.
+Added: In the absence of this concession, we would have recognized additional operating lease cost of $ 377 and $ 1,509 during the three and nine months ended September 30, 2021, respectively.
Concentrations
18 unchanged sentences
Based on these discussions, SoFi paid sponsorship fees for the initial contract year (July 1, 2020 to March 31, 2021) of $ 9.8 million, of which $ 6.5 million was paid during 2020 and $ 3.3 million was paid in January 2021.
−Removed: The parties are revisiting the sponsorship fees to determine the ultimate amount payable for the initial contract year and have agreed to seek to engage a third party with expertise in the valuation of sports media rights and sports sponsorship or promotional rights (“Valuation Expert”) to perform an evaluation of the delivered value during the initial contract year.
−Removed: The valuation has not begun as of the date of this Quarterly Report on Form 10-Q.
−Removed: Therefore, the Company is exposed to additional potential sales and marketing expense of up to $ 12.7 million, which reflects the difference between the actual sponsorship fees paid during the initial contract year and the commitment for the initial contract year made under the Naming and Sponsorship Agreement.
−Removed: As of June 30, 2022, we are unable to estimate the amount of reasonably possible additional costs we may incur
+Added: The Company was exposed to additional potential sales and marketing expense of up to $ 12.7 million, which reflected the difference between the actual sponsorship fees paid during the initial contract year and the commitment for the initial contract year made under the Naming and Sponsorship Agreement.
+Added: During the third quarter of 2022, the parties signed an amended agreement in which the fees paid for the initial contract year were acknowledged and the contingency was fully resolved.
+Added: Juarez et al v.
+Added: SoFi Lending Corp.
+Added: During January 2022, the parties advised the court that they had reached agreement on nearly all material terms of the settlement and were in the process of documenting the settlement and accompanying class
SoFi Technologies, Inc.
2 unchanged sentences
(In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
−Removed: with respect to this contingency.
−Removed: Moreover, we have not determined that the likelihood of additional cost is probable.
−Removed: Therefore, as of June 30, 2022, we have not recorded additional expense related to this contingency.
−Removed: Juarez et al v.
−Removed: SoFi Lending Corp.
−Removed: During January 2022, the parties advised the court that they had reached agreement on nearly all material terms of the settlement and were in the process of documenting the settlement and accompanying class action settlement notice and claim form.
+Added: action settlement notice and claim form.
The settlement agreement was fully executed in April 2022 and the plaintiffs have moved for preliminary approval of the settlement.
−Removed: The proposed class settlement, which contemplates an aggregate payment by SoFi in an immaterial amount, remains subject to final court review and approval, which we expect to occur in 2023.
+Added: The proposed class settlement, which contemplates an aggregate payment by SoFi of an immaterial amount, remains subject to final court review and approval, which we expect to occur in 2023.
In re Renren Inc.
Derivative Litigation.
−Removed: In April 2022, the Supreme Court of New York held a mediation with the plaintiffs and announced that, given the parties' inability to reach an agreement, the Court is going to approve a settlement over objections.
+Added: In April 2022, the Supreme Court of New York (the “Court”) held a mediation with the plaintiffs and announced that, given the parties' inability to reach an agreement, the Court is going to approve a settlement over objections.
On June 9, 2022, the Court issued a final order and judgment approving the settlement.
During July 2022, two sets of shareholders that had objected to the settlement filed notices of appeal from the Court’s order and judgment approving the settlement.
−Removed: We do not expect these objections ultimately to affect the provision in the settlement agreement in which all claims against Social Finance are dismissed with prejudice.
+Added: On October 20, 2022, both intervenors withdrew their appeal and the settlement, in which all claims against Social Finance are dismissed with prejudice, became effective.
We have three types of repurchase obligations that we account for as financial guarantees, which are disclosed in our Annual Report on Form 10-K.
In the event of a repurchase, we are typically required to pay the purchase price of the loans transferred.
−Removed: As of June 30, 2022 and December 31, 2021, the Company accrued liabilities within accounts payable, accruals and other liabilities in the unaudited condensed consolidated balance sheets of $ 4,844 and $ 7,441 , respectively, related to our estimated repurchase obligation, with the corresponding charges recorded within noninterest income—loan origination and sales in the unaudited condensed consolidated statements of operations and comprehensive income (loss).
−Removed: As of each of June 30, 2022 and December 31, 2021, the amount associated with loans sold that were subject to the terms and conditions of our repurchase obligations totaled $ 6.5 billion.
−Removed: As of June 30, 2022 and December 31, 2021, the Company had a total of $ 9.1 million in letters of credit outstanding with financial institutions, which were issued for the purpose of securing certain of the Company’s operating lease obligations.
+Added: As of September 30, 2022 and December 31, 2021, the Company accrued liabilities within accounts payable, accruals and other liabilities in the unaudited condensed consolidated balance sheets of $ 3,775 and $ 7,441 , respectively, related to our estimated repurchase obligation, with the corresponding charges recorded within noninterest income—loan origination and sales in the unaudited condensed consolidated statements of operations and comprehensive income (loss).
+Added: As of September 30, 2022 and December 31, 2021, the amounts associated with loans sold that were subject to the terms and conditions of our repurchase obligations totaled $ 5.9 billion and $ 6.5 billion, respectively.
+Added: As of September 30, 2022 and December 31, 2021, the Company had a total of $ 9.1 million in letters of credit outstanding with financial institutions, which were issued for the purpose of securing certain of the Company’s operating lease obligations.
A portion of the letters of credit was collateralized by $ 3.1 million of the Company’s cash, which is included within restricted cash and restricted cash equivalents in the unaudited condensed consolidated balance sheets.
−Removed: As of June 30, 2022, the Company had a total of $ 9.7 million in letters of credit outstanding with the FHLB, which serve as collateral for public deposits and were collateralized by loans.
+Added: As of September 30, 2022, the Company had a total of $ 11.7 million in letters of credit outstanding with the FHLB, which serve as collateral for public deposits and were collateralized by loans.
Mortgage Banking Regulatory Mandates
The Company is subject to certain state-imposed minimum net worth requirements for the states in which the Company is engaged in the business of a residential mortgage lender.
−Removed: As of June 30, 2022 and December 31, 2021, the Company was in compliance with all minimum net worth requirements and, therefore, has not accrued any liabilities related to fines or penalties.
−Removed: Retirement Plans
−Removed: The Company has a 401(k) plan that covers all employees meeting certain eligibility requirements.
−Removed: The Company’s contributions to the plan are discretionary.
−Removed: The Company has not made any contributions to the plan to date.
+Added: As of September 30, 2022 and December 31, 2021, the Company was in compliance with all minimum net worth requirements and, therefore, has not accrued any liabilities related to fines or penalties.
Loss Per Share
3 unchanged sentences
Subsequent to the Business Combination, we did not have any participating interests.
−Removed: Basic loss per share of common stock was computed by dividing net loss, adjusted for the impact of Series 1 Redeemable Preferred Stock dividends, by the weighted average number of shares of common stock outstanding during the
+Added: Basic loss per share of common stock was computed by dividing net loss, adjusted for the impact of Series 1 Redeemable Preferred Stock dividends, by the weighted average number of shares of common stock outstanding during the period.
+Added: We excluded the effect of all potentially dilutive common stock elements from the denominator in the computation of diluted loss per share, as their inclusion would have been anti-dilutive.
SoFi Technologies, Inc.
2 unchanged sentences
(In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
−Removed: We excluded the effect of all potentially dilutive common stock elements from the denominator in the computation of diluted loss per share, as their inclusion would have been anti-dilutive.
−Removed: The calculation of basic and diluted loss per share was as follows for the periods indicated:
−Removed: Three Months Ended June 30, Six Months Ended June 30,
+Added: The calculations of basic and diluted loss per share were as follows:
+Added: Three Months Ended September 30, Nine Months Ended September 30,
2022 2021 2022 2021
8 unchanged sentences
We excluded the effect of the below elements from our calculation of diluted loss per share, as their inclusion would have been anti-dilutive, as there were no earnings attributable to common stockholders.
−Removed: These amounts represent the number of instruments outstanding at the end of each period indicated:
+Added: These amounts represent the number of instruments outstanding at the end of the period.
+Added: September 30,
Common stock options
9 unchanged sentences
6,305,595 320,649
−Removed: Potentially issuable contingent common stock (3)
________________________
−Removed: (1) Represents the number of common stock issuable upon conversion of all convertible notes at the conversion rate in effect at the date indicated.
−Removed: (2) As of June 30, 2022, includes contingently returnable common stock in connection with the Technisys Merger, which remains subject to further adjustment, pending final agreement regarding a closing net working capital calculation specified in the merger agreement.
−Removed: See Note 2 for additional information.
−Removed: As of June 30, 2021, included contingently issuable common stock in connection with our acquisition of 8 Limited, which was subsequently issued during the fourth quarter of 2021.
−Removed: (3) As of June 30, 2022, includes the maximum amount of potentially issuable contingent common stock in connection with the Technisys Merger, which is pending final agreement regarding a closing net working capital calculation specified in the merger agreement.
+Added: (1) Represents the shares of common stock issuable upon conversion of all convertible notes at the conversion rate in effect at the date indicated.
+Added: (2) As of September 30, 2022, includes contingently returnable common stock in connection with the Technisys Merger, which consists of shares that may be used to satisfy certain indemnification claims, subject to certain limitations, and to cover any outstanding claims or indemnifications pursuant to the merger agreement.
+Added: These escrow shares are expected to be released no later than 15 months after the close of the acquisition.
See Note 2 for additional information.
+Added: As of September 30, 2021, included contingently issuable common stock in connection with our acquisition of 8 Limited, which was subsequently issued during the fourth quarter of 2021.
Business Segment Information
8 unchanged sentences
The operations of acquired businesses have been integrated into, or managed as part of, our existing reportable segments.
−Removed: Activities that are not part of a reportable segment, such as management of our corporate investment portfolio and
+Added: Activities that are not part of a reportable segment, such as management of our corporate investment portfolio and asset/liability management by our centralized treasury function (as further discussed below), are included in the Corporate/Other non-reportable segment (previously referred to as the “Other” non-reportable segment).
+Added: Contribution profit (loss) is the primary measure of segment profit and loss reviewed by the CODM and is intended to measure the direct profitability of each segment in the manner in which management evaluates performance and makes
SoFi Technologies, Inc.
2 unchanged sentences
(In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
−Removed: asset/liability management by our centralized treasury function (as further discussed below), are included in the Corporate/Other non-reportable segment (previously referred to as the “Other” non-reportable segment).
−Removed: Contribution profit (loss) is the primary measure of segment profit and loss reviewed by the CODM and is intended to measure the direct profitability of each segment in the manner in which management evaluates performance and makes decisions about funding our operations and allocating resources.
+Added: decisions about funding our operations and allocating resources.
Contribution profit (loss) is defined as total net revenue for each reportable segment less:
17 unchanged sentences
Under the FTP framework, such interest expense is incurred by treasury within Corporate/Other and replaced by an FTP charge.
−Removed: Application of our current FTP framework during the comparative three and six month periods ended June 30, 2021, would have impacted Lending segment net interest income by $ 1,393 and $ 2,651 , respectively, and Financial Services segment net interest income by $( 51 ) and $( 72 ), respectively.
+Added: Application of our current FTP framework during the comparative three and nine month periods ended September 30, 2021, would have impacted Lending segment net interest income by $ 1,942 and $ 4,593 , respectively, and Financial Services segment net interest income by $( 21 ) and $( 93 ), respectively.
The offsetting impact would have been reflected within net interest income in Corporate/Other.
4 unchanged sentences
The Lending segment includes our personal loan, student loan and home loan products and the related servicing activities.
−Removed: We originate loans in each of the aforementioned channels with the objective of either selling whole
+Added: We originate loans primarily with the objective of either selling whole loans or securitizing a pool of originated loans for transfer to third-party purchasers.
+Added: Revenues in the Lending segment are driven by changes in the fair value of our whole loans and securitization interests (inclusive of our economic hedging activities), gains or losses recognized on transfers that meet the true sale requirements, and our servicing-related activities, which mainly consist of servicing fees and the changes in our servicing assets over time.
+Added: In our Lending segment, we also earn the difference between interest income earned on our loans and interest expense, as determined using the FTP framework for the three-month 2022 period and the majority of
SoFi Technologies, Inc.
2 unchanged sentences
(In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
−Removed: loans or securitizing a pool of originated loans for transfer to third-party purchasers.
−Removed: Revenues in the Lending segment are driven by changes in the fair value of our whole loans and securitization interests (inclusive of our economic hedging activities), gains or losses recognized on transfers that meet the true sale requirements, and our servicing-related activities, which mainly consist of servicing fees and the changes in our servicing assets over time.
−Removed: In our Lending segment, we also earn the difference between interest income earned on our loans and interest expense, as determined using the FTP framework for the three-month 2022 period and a portion of the six-month 2022 period, and from our warehouse financing in the remainder of the six-month 2022 period and the full 2021 period.
+Added: the nine-month 2022 period, and from our warehouse financing in the remainder of the nine-month 2022 period and the full 2021 period.
Our CODM considers net interest income in addition to contribution profit in evaluating the performance of our Lending segment and making resource allocation decisions.
5 unchanged sentences
Financial Services.
−Removed: The Financial Services segment primarily includes our SoFi Checking and Savings product (which commenced in the first quarter of 2022), SoFi Money cash management product, SoFi Invest product, SoFi Credit Card product, SoFi Relay personal finance management product and other financial services, such as equity capital markets and advisory services, lead generation, and content for other financial services institutions and our members.
+Added: The Financial Services segment primarily includes our SoFi Money product (inclusive of SoFi Checking and Savings, which commenced in the first quarter of 2022, and cash management accounts), SoFi Invest product, SoFi Credit Card product, SoFi Relay personal finance management product and other financial services, such as equity capital markets and advisory services, lead generation, and content for other financial services institutions and our members.
SoFi Checking and Savings provides members a digital banking experience that offers no account fees, 2-day early paycheck and a competitive annual percentage yield.
12 unchanged sentences
These non-segment net revenue (loss) also include interest income earned on corporate cash balances, nonrecurring income on certain investments from available cash on hand, such as our investments in AFS debt securities (which investments are not interconnected with our core business lines and, thereby, reportable segments), and interest expense on other corporate borrowings, such as our revolving credit facility and the amortization of debt issuance costs and original issue discount on our convertible notes.
−Removed: During the six months ended June 30, 2021, net revenue (loss) within Corporate/Other also included earnings in connection with related party transactions.
−Removed: Refer to Note 14 for further discussion of our related party transactions.
SoFi Technologies, Inc.
3 unchanged sentences
Segment Results
−Removed: The following tables present financial information, including the measure of contribution profit (loss), for each reportable segment for the periods indicated:
−Removed: Three Months Ended June 30, 2022 Lending (2)
+Added: The following tables present financial information, including the measure of contribution profit (loss), for each reportable segment:
+Added: Three Months Ended September 30, 2022 Lending
Financial Services (1)
2 unchanged sentences
Net interest income (expense) $ 139,516 $ — $ 28,158 $ 167,674 $ ( 9,824 ) $ 157,850
−Removed: $ 114,003 $ — $ 12,925 $ 126,928 $ ( 4,199 ) $ 122,729
−Removed: Noninterest income (loss)
−Removed: 143,114 83,899 17,438 244,451 ( 4,653 ) 239,798
+Added: Noninterest income (expense) 162,178 84,777 20,795 267,750 ( 1,615 ) 266,135
Total net revenue (loss) $ 301,694 $ 84,777 $ 48,953 $ 435,424 $ ( 11,439 ) $ 423,985
−Removed: $ 257,117 $ 83,899 $ 30,363 $ 371,379 $ ( 8,852 ) $ 362,527
Servicing rights – change in valuation inputs or assumptions (2)
5 unchanged sentences
Contribution profit (loss) $ 180,562 $ 19,536 $ ( 52,623 ) $ 147,475
−Removed: $ 141,991 $ 21,841 $ ( 53,700 ) $ 110,132
−Removed: Three Months Ended June 30, 2021 Lending
+Added: Three Months Ended September 30, 2021 Lending
Financial Services
1 unchanged sentence
Net interest income (expense) $ 72,257 $ 39 $ 1,209 $ 73,505 $ ( 1,130 ) $ 72,375
−Removed: $ 56,822 $ ( 32 ) $ 542 $ 57,332 $ ( 1,320 ) $ 56,012
Noninterest income 138,034 50,186 11,411 199,631 — 199,631
−Removed: 109,469 45,329 16,497 171,295 3,967 175,262
−Removed: Total net revenue
−Removed: $ 166,291 $ 45,297 $ 17,039 $ 228,627 $ 2,647 $ 231,274
+Added: Total net revenue (loss) $ 210,291 $ 50,225 $ 12,620 $ 273,136 $ ( 1,130 ) $ 272,006
Servicing rights – change in valuation inputs or assumptions (2)
+Added: ( 409 ) — — ( 409 )
Residual interests classified as debt – change in valuation inputs or assumptions (3)
3 unchanged sentences
Contribution profit (loss) $ 117,668 $ 15,741 $ ( 39,465 ) $ 93,944
−Removed: $ 89,188 $ 13,013 $ ( 24,745 ) $ 77,456
−Removed: Six Months Ended June 30, 2022 Lending (2)
+Added: SoFi Technologies, Inc.
+Added: SoFi Technologies, Inc.
+Added: Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
+Added: (In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
+Added: Nine Months Ended September 30, 2022 Lending
Financial Services (1)
2 unchanged sentences
Net interest income (expense) $ 347,873 $ — $ 46,965 $ 394,838 $ ( 19,326 ) $ 375,512
−Removed: $ 208,357 $ — $ 18,807 $ 227,164 $ ( 9,502 ) $ 217,662
−Removed: Noninterest income (loss)
−Removed: 301,749 144,704 35,099 481,552 ( 6,343 ) 475,209
+Added: Noninterest income (expense) 463,927 229,481 55,894 749,302 ( 7,958 ) 741,344
Total net revenue (loss) $ 811,800 $ 229,481 $ 102,859 $ 1,144,140 $ ( 27,284 ) $ 1,116,856
−Removed: $ 510,106 $ 144,704 $ 53,906 $ 708,716 $ ( 15,845 ) $ 692,871
Servicing rights – change in valuation inputs or assumptions (2)
5 unchanged sentences
Contribution profit (loss) $ 455,204 $ 59,632 $ ( 155,838 ) $ 358,998
−Removed: $ 274,642 $ 40,096 $ ( 103,215 ) $ 211,523
−Removed: SoFi Technologies, Inc.
−Removed: SoFi Technologies, Inc.
−Removed: Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
−Removed: (In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
−Removed: Six Months Ended June 30, 2021 Lending
+Added: Nine Months Ended September 30, 2021 Lending
Financial Services
1 unchanged sentence
Net interest income (expense) $ 180,856 $ ( 29 ) $ 1,980 $ 182,807 $ ( 7,140 ) $ 175,667
−Removed: $ 108,599 $ ( 68 ) $ 771 $ 109,302 $ ( 6,010 ) $ 103,292
Noninterest income 343,703 141,616 34,142 519,461 4,136 523,597
−Removed: 205,669 91,430 22,731 319,830 4,136 323,966
Total net revenue (loss) $ 524,559 $ 141,587 $ 36,122 $ 702,268 $ ( 3,004 ) $ 699,264
−Removed: $ 314,268 $ 91,362 $ 23,502 $ 429,132 $ ( 1,874 ) $ 427,258
Servicing rights – change in valuation inputs or assumptions (2)
6 unchanged sentences
____________________
−Removed: ____________________
−Removed: (1) During the three and six months ended June 30, 2022, total net revenue for the Technology Platform segment included $ 953 and $ 1,723 , respectively, of intercompany fees earned by Galileo from SoFi, which is a Galileo client.
+Added: (1) During the three and nine months ended September 30, 2022, total net revenue for the Technology Platform segment included $ 1,065 and $ 2,788 , respectively, of intercompany fees earned by Galileo from SoFi, which is a Galileo client.
There is an equal and offsetting expense reflected within the Financial Services segment directly attributable expenses representing the intercompany fees incurred to Galileo.
1 unchanged sentence
The revenue is eliminated within Corporate/Other and the expense is adjusted in our reconciliation of directly attributable expenses below.
−Removed: We did not recast the segment information for these intercompany amounts for the three and six months ended June 30, 2021, but rather reflected the full year 2021 impact within the fourth quarter of 2021, as inter-quarter amounts were determined to be immaterial.
−Removed: Additionally, for both the three and six months ended June 30, 2022, total net revenue for the Technology Platform segment included $ 718 of intercompany fees earned by Technisys from Galileo, which is a Technisys client.
+Added: We did not recast the segment information for these intercompany amounts for the three and nine months ended September 30, 2021, but rather reflected the full year 2021 impact within the fourth quarter of 2021, as inter-quarter amounts were determined to be immaterial.
+Added: Additionally, for the three and nine months ended September 30, 2022, total net revenue for the Technology Platform segment included $ 692 and $ 1,410 , respectively, of intercompany fees earned by Technisys from Galileo, which is a Technisys client.
There is an equal and offsetting expense reflected within the Technology Platform segment directly attributable expenses representing the intercompany fees incurred by Galileo to Technisys.
1 unchanged sentence
The revenue is eliminated within Corporate/Other and the expense is adjusted in our reconciliation of directly attributable expenses below.
−Removed: (2) During the first quarter of 2022, we implemented a centralized FTP framework to attribute net interest income to our business segments based on their usage and/or provision of funding, which impacted the measure of net interest income and, thereby, total net revenue and contribution profit (loss) in our Lending and Financial Services segments, as well as the total net revenue in Corporate/Other, but had no impact on our consolidated results of operations.
−Removed: The net interest income presented within Corporate/Other represents the residual impact of the FTP charges and FTP credits on our reportable segments.
−Removed: (3) Reflects changes in fair value inputs and assumptions, including market servicing costs, conditional prepayment and default rates and discount rates.
+Added: (2) Reflects changes in fair value inputs and assumptions, including market servicing costs, conditional prepayment, default rates and discount rates.
This non-cash change, which is recorded within noninterest income in the unaudited condensed consolidated statements of operations and comprehensive income (loss) is unrealized during the period and, therefore, has no impact on our cash flows from operations.
As such, the changes in fair value attributable to assumption changes are adjusted to provide management and financial users with better visibility into the cash flows available to finance our operations.
−Removed: (4) Reflects changes in fair value inputs and assumptions, including conditional prepayment and default rates and discount rates.
+Added: (3) Reflects changes in fair value inputs and assumptions, including conditional prepayment, default rates and discount rates.
When third parties finance our consolidated VIEs through purchasing residual interests, we receive proceeds at the time of the securitization close and, thereafter, pass along contractual cash flows to the residual interest owner.
6 unchanged sentences
(In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
−Removed: The following table reconciles reportable segments total contribution profit to loss before income taxes for the periods presented.
+Added: The following table reconciles reportable segments total contribution profit to loss before income taxes.
Expenses not allocated to reportable segments represent items that are not considered by our CODM in evaluating segment performance or allocating resources.
−Removed: Three Months Ended June 30, Six Months Ended June 30,
+Added: Three Months Ended September 30, Nine Months Ended September 30,
2022 2021 2022 2021
Reportable segments total contribution profit $ 147,475 $ 93,944 $ 358,998 $ 239,252
−Removed: Corporate/Other total net revenue (loss) ( 8,852 ) 2,647 ( 15,845 ) ( 1,874 )
+Added: Corporate/Other total net loss ( 11,439 ) ( 1,130 ) ( 27,284 ) ( 3,004 )
Intercompany expenses 1,757 — 4,198 —
14 unchanged sentences
(1) Includes compensation, benefits, recruiting, certain occupancy-related costs and various travel costs of executive management, certain technology groups and general and administrative functions that are not directly attributable to the reportable segments.
−Removed: (2) Represents corporate overhead costs that are not allocated to reportable segments, which primarily includes corporate marketing and advertising costs, tools and subscription costs, professional services costs, corporate insurance expense and transaction-related expenses.
(2) Represents a special payment to the Series 1 preferred stockholders in connection with the Business Combination.
+Added: (3) Represents corporate overhead costs that are not allocated to reportable segments, which primarily includes corporate marketing and advertising costs, tools and subscription costs, professional services costs, corporate and FDIC insurance costs and transaction-related expenses.
No single customer accounted for more than 10% of our consolidated revenues for any of the periods presented.
−Removed: Regulatory Capital
−Removed: SoFi Technologies, a bank holding company, and SoFi Bank, a nationally chartered association, are required to comply with applicable capital adequacy regulations established by U.S banking regulators.
−Removed: These requirements establish required minimum ratios for Common Equity Tier 1 (“CET1”) risk-based capital, Tier 1 risk-based capital, total risk-based capital and a Tier 1 leverage ratio;
−Removed: set risk-weighting for assets and certain other items for purposes of the risk-based capital ratios;
−Removed: and define what qualifies as capital for purposes of meeting the capital requirements.
−Removed: Failure to meet minimum capital requirements can result in certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a material effect on the Company’s financial statements.
−Removed: Additionally, regulatory capital rules include a capital conservation buffer of 2.5% that is added on top of each of the minimum risk-based capital ratios in order to avoid restrictions on capital distributions and discretionary bonuses.
−Removed: SoFi Technologies, Inc.
−Removed: SoFi Technologies, Inc.
−Removed: Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
−Removed: (In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
−Removed: The risk- and leverage-based capital ratios and amounts as of June 30, 2022 are presented below:
−Removed: June 30, 2022 Amount Ratio Required Minimum (1)
−Removed: Well-Capitalized Minimum (2)
−Removed: CET1 risk-based capital $ 945,290 23.9 % 7.0 % 6.5 %
−Removed: Tier 1 risk-based capital 945,290 23.9 % 8.5 % 8.0 %
−Removed: Total risk-based capital 968,087 24.5 % 10.5 % 10.0 %
−Removed: Tier 1 leverage 945,290 32.6 % 4.0 % 5.0 %
−Removed: Risk-weighted assets $ 3,952,945
−Removed: Quarterly adjusted average assets 2,895,231
−Removed: SoFi Technologies
−Removed: CET1 risk-based capital $ 3,035,247 30.2 % 7.0 % N/A
−Removed: Tier 1 risk-based capital 3,035,247 30.2 % 8.5 % N/A
−Removed: Total risk-based capital 3,378,418 33.6 % 10.5 % N/A
−Removed: Tier 1 leverage 3,035,247 34.4 % 4.0 % N/A
−Removed: Risk-weighted assets $ 10,057,053
−Removed: Quarterly adjusted average assets 8,832,284
−Removed: ____________________
−Removed: (1) Required minimums presented for risk-based capital ratios include the required capital conservation buffer.
−Removed: (2) The well-capitalized minimum measure is applicable at the bank level only.
−Removed: As of June 30, 2022, our regulatory capital ratios exceeded the thresholds required to be regarded as a well-capitalized institution, and meet all capital adequacy requirements to which we are subject.
−Removed: There have been no events or conditions since June 30, 2022 that management believes would change the categorization.
Subsequent Events
−Removed: Management of the Company performed an evaluation of subsequent events that occurred after the balance sheet date through the date of this Quarterly Report on Form 10-Q.
−Removed: On July 12, 2022, the Company’s stockholders approved the amendment and restatement of the 2021 Stock Option and Incentive Plan (the “Amended and Restated 2021 Plan”), including a modification to the evergreen provision and an increase in the number of shares of common stock available for issuance under the plan.
−Removed: As of the date of this filing, the Amended and Restated 2021 Plan includes an aggregate of 104,983,148 shares of common stock authorized for issuance of awards.
−Removed: The Amended and Restated 2021 Plan allows for the number of authorized shares to increase on the first day of each fiscal year beginning on January 1, 2023 and ending on and including January 1, 2030 equal to the lesser of (a) five percent of the aggregate number of shares of common stock outstanding on the final day of the immediately preceding calendar year, and (b) such smaller number of shares of common stock as determined by the Board.
+Added: Management of the Company performed an evaluation of subsequent events that occurred after the balance sheet date through the date of this Quarterly Report on Form 10-Q and determined that there were no subsequent events to report.
SoFi Technologies, Inc.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.