sofi-20230930
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2023
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 001-39606
SoFi Technologies, Inc.
(Exact name of registrant as specified in its charter)
Delaware
98-1547291
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
234 1st Street
San Francisco , California
94105
(Address of principal executive offices) (Zip Code)
( 855 ) 456-7634
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common stock, $0.0001 par value per share SOFI The Nasdaq Global Select Market
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☒ Accelerated filer
☐
Non-accelerated filer
☐ Smaller reporting company
☐
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The number of shares of the registrant’s common stock, par value $0.0001 per share, outstanding as of October 31, 2023 was 958,742,717 shares.
SOFI TECHNOLOGIES, INC.
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PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets
4
Condensed Consolidated Statements of Operations and Comprehensive Loss
6
Condensed Consolidated Statements of Changes in Temporary Equity and Permanent Equity
7
Condensed Consolidated Statements of Cash Flows
8
Notes to Condensed Consolidated Financial Statements
10
Note 1. Organization, Summary of Significant Accounting Policies and New Accounting Standards
10
Note 2. Business Combinations
11
Note 3. Revenue
12
Note 4. Loans
14
Note 5. Allowance for Credit Losses
20
Note 6. Investment Securities
22
Note 7. Securitization and Variable Interest Entities
25
Note 8. Deposits
25
Note 9. Debt
26
Note 10. Equity
28
Note 11. Derivative Financial Instruments
30
Note 12. Fair Value Measurements
32
Note 13. Share-Based Compensation
40
Note 14. Income Taxes
42
Note 15. Commitments, Guarantees, Concentrations and Contingencies
42
Note 16. Loss Per Share
44
Note 17. Business Segment Information
45
Note 18. Subsequent Events
49
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
50
Item 3. Quantitative and Qualitative Disclosures About Market Risk
86
Item 4. Controls and Procedures
88
PART II – OTHER INFORMATION
Item 1. Legal Proceedings
89
Item 1A. Risk Factors
89
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
145
Item 3. Defaults Upon Senior Securities
145
Item 4. Mine Safety Disclosures
145
Item 5. Other Information
145
Item 6. Exhibits
146
Signatures
147
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SoFi Technologies, Inc.
As used in this Quarterly Report on Form 10-Q, unless the context requires otherwise, references to “SoFi”, the “Company”, “we”, “us”, and “our”, and similar references refer to SoFi Technologies, Inc. and its wholly-owned subsidiaries following the Business Combination (as defined herein) and to Social Finance, Inc. prior to the Business Combination.
Social Finance, Inc. (“Social Finance”) entered into a merger agreement (the “Agreement”) with Social Capital Hedosophia Holdings Corp. V (“SCH”) on January 7, 2021. 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. (hereafter referred to, collectively with its subsidiaries, as “SoFi”, the “Company”, “we”, “us” or “our”, unless the context otherwise requires). The transactions contemplated in the Agreement are collectively referred to as the “Business Combination”.
In March 2021, we entered into an agreement to acquire Golden Pacific Bancorp, Inc. (“Golden Pacific”), a bank holding company, and its wholly-owned subsidiary, Golden Pacific Bank, National Association, a national bank (the “Bank Merger”). The Bank Merger closed in February 2022, after which we became a bank holding company and renamed Golden Pacific Bank as SoFi Bank, National Association (“SoFi Bank”).
In February 2022, we entered into an agreement to acquire Technisys S.A. (“Technisys”), a Luxembourg société anonyme and a cloud-native digital multi-product core banking platform (the “Technisys Merger”). The Technisys Merger closed in March 2022.
In April 2023, we acquired Wyndham Capital Mortgage (“Wyndham”), a leading fintech mortgage lender.
See Note 2. Business Combinations to the Notes to Condensed Consolidated Financial Statements within Part I, Item 1. for additional information on our business combinations.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains statements that are forward-looking and as such are not historical facts. This includes, without limitation, statements regarding the financial position, business strategy and the plans and objectives of management for our future operations; anticipated trends and prospects in the industries in which our business operates; new products, services and related strategies; anticipated actions by governmental authorities; and macroeconomic conditions. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this Quarterly Report on Form 10-Q, words such as “aim”, “allow”, “anticipate”, “believe”, “can”, “continue”, “could”, “estimate”, “expect”, “if”, “intend”, “likely”, “may”, “might”, “opportunity”, “plan”, “possible”, “potential”, “predict”, “project”, “should”, “strive”, “will”, “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.
Forward-looking statements are subject to risks, uncertainties, and other factors described in Part II, Item 1A. “ Risk Factors ” and elsewhere in this Quarterly Report on Form 10-Q and our other filings with the Securities and Exchange Commission (“SEC”) and include, among other things:
• our ability to achieve and maintain profitability in the future;
• the impact on our business of the regulatory environment and complexities with compliance;
• the effect and impact of evolving laws, rules, regulations and government enforcement policies, including any federal or state loan forgiveness programs;
• the impact of adverse developments affecting the U.S. or global banking industry, including bank failures and liquidity concerns, which could cause economic and market volatility, and regulatory responses thereto;
• our ability to manage our growth effectively and our expectations regarding the development and expansion of our business;
• our ability to continue to originate and sell loans to third parties, and the impact of the performance of loans held on our balance sheet;
• our ability to access sources of capital on favorable terms, if at all, including debt financing, deposits and other sources of capital to finance operations and growth;
• the impact of and our ability to respond to general economic conditions and other macroeconomic and geopolitical factors, such as elevated and fluctuating interest rates, inflationary pressures, counterparty risk, changing customer demand, capital markets volatility, instability in the financial services industry, a potential U.S. government shutdown, the possibility of a recession, and domestic or international conflicts or disputes;
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• the success of our marketing efforts and our ability to expand our member base;
• our ability to grow market share in existing markets or any new markets we may enter;
• our ability to develop new products, features and functionality that are competitive and meet market needs;
• our ability to diversify our business and broaden our suite of financial services offerings;
• our ability to realize the benefits of our strategy, including what we refer to as our Financial Services Productivity Loop, and achieve scale in our Financial Services segment;
• our ability to successfully operate as a bank holding company, and to operate SoFi Bank;
• our ability to make accurate credit and pricing decisions or effectively forecast our loss rates;
• our ability to establish and maintain an effective system of internal controls over financial reporting;
• our ability to maintain the listing of our securities on The Nasdaq Global Select Market (“Nasdaq”);
• our ability to realize the anticipated benefits of the Bank Merger, the Technisys Merger, our acquisition of Wyndham, and any other acquisitions we undertake, including our expectations with regards to such acquisitions;
• our ability to successfully expand our operations into foreign jurisdictions, including compliance with a variety of foreign laws; and
• the outcome of any legal or governmental proceedings that may be instituted against us.
Forward-looking statements are based on information available as of the date of this Quarterly Report on Form 10-Q and reflect current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Quarterly Report on Form 10-Q. The results, events, and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
TRADEMARKS
This document contains references to trademarks, service marks and trade names owned by us or belonging to other entities. Solely for convenience, trademarks, service marks and trade names referred to in this document may appear without the ® or ™ symbols, but such references are not intended to indicate, in any way, that we or the applicable licensor will not assert, to the fullest extent under applicable law, our or its rights to these trademarks, service marks and trade names. SoFi Technologies does not intend its use or display of other companies’ trademarks, service marks or trade names to imply a relationship with, or endorsement or sponsorship of it by, any other companies. All trademarks, service marks and trade names included in this document are the property of their respective owners.
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PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
SoFi Technologies, Inc.
Condensed Consolidated Balance Sheets
(Unaudited)
(In Thousands, Except for Share Data)
September 30,
2023 December 31,
2022
Assets
Cash and cash equivalents $ 2,813,876 $ 1,421,907
Restricted cash and restricted cash equivalents 483,141 424,395
Investment securities (includes available-for-sale securities of $ 486,091 and $ 195,438 at fair value with associated amortized cost of $ 486,999 and $ 203,418 , as of September 30, 2023 and December 31, 2022, respectively)
579,738 396,769
Loans held for sale, at fair value 20,993,836 13,557,074
Loans held for investment (less allowance for credit losses on loans at amortized cost of $ 51,923 and $ 40,788 , as of September 30, 2023 and December 31, 2022, respectively)
361,248 307,957
Servicing rights 142,654 149,854
Property, equipment and software 201,931 170,104
Goodwill 1,393,505 1,622,991
Intangible assets 387,307 442,155
Operating lease right-of-use assets 93,379 97,135
Other assets (less allowance for credit losses of $ 1,581 and $ 2,785 , as of September 30, 2023 and December 31, 2022, respectively)
526,538 417,334
Total assets $ 27,977,153 $ 19,007,675
Liabilities, temporary equity and permanent equity
Liabilities:
Deposits:
Interest-bearing deposits $ 15,607,349 $ 7,265,792
Noninterest-bearing deposits 64,624 76,504
Total deposits 15,671,973 7,342,296
Accounts payable, accruals and other liabilities
566,477 516,215
Operating lease liabilities
113,361 117,758
Debt 6,241,386 5,485,882
Residual interests classified as debt
10,194 17,048
Total liabilities 22,603,391 13,479,199
Commitments, guarantees, concentrations and contingencies (Note 15)
Temporary equity (1) :
Redeemable preferred stock, $ 0.00 par value: 100,000,000 and 100,000,000 shares authorized; 3,234,000 and 3,234,000 shares issued and outstanding, as of September 30, 2023 and December 31, 2022, respectively
320,374 320,374
Permanent equity:
Common stock, $ 0.00 par value: 3,100,000,000 and 3,100,000,000 shares authorized; 957,860,430 and 933,896,120 shares issued and outstanding, as of September 30, 2023 and December 31, 2022, respectively (2)
95 93
Additional paid-in capital 6,904,869 6,719,826
Accumulated other comprehensive income (loss)
600 ( 8,296 )
Accumulated deficit ( 1,852,176 ) ( 1,503,521 )
Total permanent equity 5,053,388 5,208,102
Total liabilities, temporary equity and permanent equity $ 27,977,153 $ 19,007,675
______________
(1) Redemption amount is $ 323,400 as of September 30, 2023 and December 31, 2022.
(2) Includes 100,000,000 non-voting common shares authorized and no non-voting common shares issued and outstanding as of September 30, 2023 and December 31, 2022. See Note 10. Equity for additional information.
The accompanying notes are an integral part of these condensed consolidated financial statements.
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SoFi Technologies, Inc.
Condensed Consolidated Balance Sheets (Continued)
(Unaudited)
(In Thousands, Except for Share Data)
The following table presents the assets and liabilities of consolidated variable interest entities (“VIEs”) which are included in our condensed consolidated balance sheets. The assets in the below table may only be used to settle obligations of consolidated VIEs and are 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.
September 30,
2023 December 31,
2022
Assets
Restricted cash and restricted cash equivalents $ 63,260 $ 68,151
Loans held for sale, at fair value 894,073 931,701
Total assets
$ 957,333 $ 999,852
Liabilities
Accounts payable, accruals and other liabilities $ 1,458 $ 3,053
Debt 619,574 771,454
Residual interests classified as debt 10,194 17,048
Total liabilities
$ 631,226 $ 791,555
The accompanying notes are an integral part of these condensed consolidated financial statements.
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SoFi Technologies, Inc.
Condensed Consolidated Statements of Operations and Comprehensive Loss
(Unaudited)
(In Thousands, Except for Share and Per Share Data)
Three Months Ended September 30, Nine Months Ended September 30,
2023 2022 2023 2022
Interest income
Loans
$ 537,947 $ 191,525 $ 1,337,476 $ 451,247
Securitizations
1,980 2,633 7,693 7,958
Other
24,343 3,881 60,661 6,758
Total interest income 564,270 198,039 1,405,830 465,963
Interest expense
Securitizations and warehouses
63,847 20,653 181,231 59,158
Deposits 145,563 14,149 325,208 19,123
Corporate borrowings 9,784 5,270 26,951 11,369
Other
113 117 341 801
Total interest expense 219,307 40,189 533,731 90,451
Net interest income 344,963 157,850 872,099 375,512
Noninterest income
Loan origination and sales
81,683 163,697 311,258 465,815
Securitizations
( 6,298 ) ( 8,772 ) ( 22,375 ) ( 31,790 )
Servicing
8,009 7,296 29,803 30,003
Technology products and solutions
81,856 82,035 236,946 223,562
Other
26,996 21,879 79,654 53,754
Total noninterest income 192,246 266,135 635,286 741,344
Total net revenue 537,209 423,985 1,507,385 1,116,856
Noninterest expense
Technology and product development
125,698 110,702 369,602 291,976
Sales and marketing
186,719 162,129 544,695 444,121
Cost of operations
98,258 83,083 276,051 232,611
General and administrative
124,457 126,199 379,326 388,533
Goodwill impairment
247,174 — 247,174 —
Provision for credit losses 21,831 16,323 42,853 39,387
Total noninterest expense 804,137 498,436 1,859,701 1,396,628
Loss before income taxes ( 266,928 ) ( 74,451 ) ( 352,316 ) ( 279,772 )
Income tax benefit (expense)
244 242 3,661 ( 629 )
Net loss $ ( 266,684 ) $ ( 74,209 ) $ ( 348,655 ) $ ( 280,401 )
Other comprehensive income (loss)
Unrealized gains (losses) on available-for-sale securities, net 5,616 ( 1,914 ) 8,694 ( 8,360 )
Foreign currency translation adjustments, net 103 325 202 231
Total other comprehensive income (loss) 5,719 ( 1,589 ) 8,896 ( 8,129 )
Comprehensive loss $ ( 260,965 ) $ ( 75,798 ) $ ( 339,759 ) $ ( 288,530 )
Loss per share (Note 16)
Loss per share – basic $ ( 0.29 ) $ ( 0.09 ) $ ( 0.40 ) $ ( 0.35 )
Loss per share – diluted $ ( 0.29 ) $ ( 0.09 ) $ ( 0.40 ) $ ( 0.35 )
Weighted average common stock outstanding – basic 951,183,107 916,762,973 939,070,185 893,455,206
Weighted average common stock outstanding – diluted 951,183,107 916,762,973 939,070,185 893,455,206
The accompanying notes are an integral part of these condensed consolidated financial statements.
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SoFi Technologies, Inc.
Condensed Consolidated Statements of Changes in Temporary Equity and Permanent Equity
(Unaudited)
(In Thousands, Except for Share Data)
Common Stock
Additional Paid-In Capital Accumulated Other Comprehensive Income (Loss)
Accumulated Deficit Permanent Equity Temporary Equity
Shares
Amount
Shares Amount
Balance at June 30, 2023 948,912,761 $ 94 $ 6,848,178 $ ( 5,119 ) $ ( 1,585,492 ) $ 5,257,661 3,234,000 $ 320,374
Share-based compensation expense — — 70,065 — — 70,065 — —
Vesting of RSUs 8,921,924 1 ( 1 ) — — — — —
Stock withheld related to taxes on vested RSUs ( 469,874 ) — ( 3,614 ) — — ( 3,614 ) — —
Exercise of common stock options 495,619 — 430 — — 430 — —
Redeemable preferred stock dividends — — ( 10,189 ) — — ( 10,189 ) — —
Net loss — — — — ( 266,684 ) ( 266,684 ) — —
Other comprehensive income, net of taxes — — — 5,719 — 5,719 — —
Balance at September 30, 2023 957,860,430 $ 95 $ 6,904,869 $ 600 $ ( 1,852,176 ) $ 5,053,388 3,234,000 $ 320,374
Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Income (Loss)
Accumulated Deficit Permanent Equity Temporary Equity
Shares Amount Shares Amount
Balance at January 1, 2023 933,896,120 $ 93 $ 6,719,826 $ ( 8,296 ) $ ( 1,503,521 ) $ 5,208,102 3,234,000 $ 320,374
Share-based compensation expense — — 224,926 — — 224,926 — —
Vesting of RSUs 24,621,235 2 ( 2 ) — — — — —
Stock withheld related to taxes on vested RSUs ( 1,396,562 ) — ( 10,660 ) — — ( 10,660 ) — —
Exercise of common stock options 747,930 — 1,015 — — 1,015 — —
Common stock retired ( 8,293 ) — — — — — — —
Redeemable preferred stock dividends — — ( 30,236 ) — — ( 30,236 ) — —
Net loss — — — — ( 348,655 ) ( 348,655 ) — —
Other comprehensive income, net of taxes — — — 8,896 — 8,896 — —
Balance at September 30, 2023 957,860,430 $ 95 $ 6,904,869 $ 600 $ ( 1,852,176 ) $ 5,053,388 3,234,000 $ 320,374
Common Stock
Additional Paid-In Capital Accumulated Other Comprehensive Loss Accumulated Deficit Permanent Equity Temporary Equity
Shares
Amount
Shares Amount
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 — —
Vesting of RSUs
5,434,536 — — — — — — —
Stock withheld related to taxes on vested RSUs
( 270,487 ) — ( 1,630 ) — — ( 1,630 ) — —
Exercise of common stock options
234,622 — 429 — — 429 — —
Issuance of common stock in acquisition ( 155,794 ) — ( 1,665 ) — — ( 1,665 ) — —
Redeemable preferred stock dividends
— — ( 10,189 ) — — ( 10,189 ) — —
Net loss — — — — ( 74,209 ) ( 74,209 ) — —
Other comprehensive loss, net of taxes — — — ( 1,589 ) — ( 1,589 ) — —
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
Shares Amount Shares Amount
Balance at January 1, 2022 828,154,462 $ 83 $ 5,561,831 $ ( 1,471 ) $ ( 1,183,114 ) $ 4,377,329 3,234,000 $ 320,374
Share-based compensation expense — — 251,195 — — 251,195 — —
Vesting of RSUs 16,746,634 1 ( 1 ) — — — — —
Stock withheld related to taxes on vested RSUs ( 932,949 ) — ( 7,476 ) — — ( 7,476 ) — —
Exercise of common stock options 1,677,512 — 2,489 — — 2,489 — —
Issuance of common stock in acquisition 81,700,318 8 873,369 — — 873,377 — —
Vested awards assumed in acquisition — — 2,855 — — 2,855 — —
Redeemable preferred stock dividends — — ( 30,236 ) — — ( 30,236 ) — —
Net loss — — — — ( 280,401 ) ( 280,401 ) — —
Other comprehensive loss, net of taxes — — — ( 8,129 ) — ( 8,129 ) — —
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 condensed consolidated financial statements.
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SoFi Technologies, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(In Thousands)
Nine Months Ended September 30,
2023 2022
Operating activities
Net loss $ ( 348,655 ) $ ( 280,401 )
Adjustments to reconcile net loss to net cash used in operating activities:
Share-based compensation expense 202,109 235,018
Depreciation and amortization 147,967 109,007
Goodwill impairment
247,174 —
Deferred debt issuance and discount expense 15,049 12,106
Provision for credit losses 42,853 39,387
Deferred income taxes ( 6,333 ) ( 4,420 )
Fair value changes in residual interests classified as debt 414 7,078
Fair value changes in securitization investments 1,067 13,256
Other ( 2,613 ) 11,635
Changes in operating assets and liabilities:
Changes in loans held for sale, net ( 7,315,543 ) ( 4,971,084 )
Servicing assets 6,210 ( 179 )
Other assets 15,052 ( 36,691 )
Accounts payable, accruals and other liabilities 16,051 28,265
Net cash used in operating activities $ ( 6,979,198 ) $ ( 4,837,023 )
Investing activities
Purchases of property, equipment and software $ ( 77,115 ) $ ( 70,460 )
Capitalized software development costs ( 7,429 ) ( 5,516 )
Purchases of available-for-sale investments ( 634,020 ) ( 44,974 )
Proceeds from sales of available-for-sale investments 265,634 23,497
Proceeds from maturities and paydowns of available-for-sale investments 87,463 14,327
Changes in loans held for investment, net ( 97,105 ) ( 130,100 )
Proceeds from securitization investments 101,292 99,760
Proceeds from non-securitization investments 3,163 —
Purchases of non-securitization investments ( 45,917 ) —
Acquisition of businesses, net of cash acquired ( 72,301 ) 58,540
Net cash used in investing activities
$ ( 476,335 ) $ ( 54,926 )
The accompanying notes are an integral part of these condensed consolidated financial statements.
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SoFi Technologies, Inc.
Condensed Consolidated Statements of Cash Flows (Continued)
(Unaudited)
(In Thousands)
Nine Months Ended September 30,
2023 2022
Financing activities
Net change in deposits $ 8,296,657 $ 4,859,240
Net change in debt facilities 902,777 821,096
Proceeds from other debt issuances 339,995 —
Repayment of other debt ( 595,233 ) ( 266,148 )
Payment of debt issuance costs ( 8,078 ) ( 4,076 )
Taxes paid related to net share settlement of share-based awards ( 10,660 ) ( 7,476 )
Proceeds from stock option exercises 1,015 2,489
Payment of redeemable preferred stock dividends ( 20,047 ) ( 20,047 )
Finance lease principal payments ( 380 ) ( 364 )
Net cash provided by financing activities $ 8,906,046 $ 5,384,714
Effect of exchange rates on cash and cash equivalents
202 231
Net increase in cash, cash equivalents, restricted cash and restricted cash equivalents $ 1,450,715 $ 492,996
Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of period
1,846,302 768,437
Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period
$ 3,297,017 $ 1,261,433
Reconciliation to amounts on condensed consolidated balance sheets (as of period end)
Cash and cash equivalents
$ 2,813,876 $ 935,159
Restricted cash and restricted cash equivalents
483,141 326,274
Total cash, cash equivalents, restricted cash and restricted cash equivalents
$ 3,297,017 $ 1,261,433
Supplemental non-cash investing and financing activities
Derecognition of securitization investments $ 5,325 $ —
Loans held for investment received in acquisition — 84,485
Available-for-sale securities received in acquisition — 10,014
Deconsolidation of securitization and residual debt 92,914 —
Deposits credited but not yet received in cash 81,116 14,374
Share-based compensation capitalized related to internally-developed software 22,817 16,177
Deposits assumed in acquisition — 158,016
The accompanying notes are an integral part of these condensed consolidated financial statements.
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SoFi Technologies, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
Note 1. Organization, Summary of Significant Accounting Policies and New Accounting Standards
Organization
SoFi is a financial services platform that was founded in 2011 to offer an innovative approach to the private student loan market by providing student loan refinancing options. The Company conducts its business through three reportable segments: Lending, Technology Platform and Financial Services. Since its founding, SoFi has expanded its lending and financial services strategy to offer personal loans, home loans and credit cards. The Company also developed additional 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. During 2020, the Company expanded its investment product offerings into Hong Kong through the acquisition of 8 Limited, and also began to operate as a platform-as-a-service for a variety of financial service providers, providing the infrastructure to facilitate core client-facing and back-end capabilities, such as account setup, account funding, direct deposit, authorizations and processing, payments functionality and check account balance features through the acquisition of Galileo. During 2022, the Company became a bank holding company and began operating SoFi Bank, National Association, through the Bank Merger, and expanded its platform to include a cloud-native digital and core banking platform with customers in Latin America through the Technisys Merger, allowing the Company to expand its technology platform services to a broader international market. For additional information on our recent business combinations, see Note 2. Business Combinations . For additional information on our reportable segments, see Note 17. Business Segment Information .
Summary of Significant Accounting Policies
Basis of Presentation
The condensed consolidated financial statements include the accounts of the Company, its wholly-owned and majority-owned subsidiaries and certain consolidated VIEs. All intercompany accounts are eliminated in consolidation. The condensed consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States (“GAAP”) and in accordance with the rules and regulations of the SEC. We condensed or omitted certain notes and other financial information from the interim financial statements presented herein.
These condensed consolidated financial statements should be read in conjunction with the consolidated statements included in our annual filing on Form 10-K filed with the SEC on March 1, 2023 (“Form 10-K”). In the opinion of management, the 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. The results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the full year ending December 31, 2023.
Use of Judgments, Assumptions and Estimates
The preparation of our 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. 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. Management bases its estimates on historical experience and on various other factors it believes to be reasonable under the circumstances. These assumptions and estimates include, but are not limited to, the following: (i) fair value measurements; (ii) business combinations; and (iii) goodwill.
Restructuring
During the nine months ended September 30, 2023, we recognized restructuring charges of $ 4,953 within noninterest expense in the condensed consolidated statements of operations and comprehensive loss associated with a small reduction in headcount in the Technology Platform segment in the first quarter of 2023, which primarily included employee-related wages, benefits and severance.
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Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
(In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
Recently Adopted Accounting Standards
Troubled Debt Restructurings and Vintage Disclosures
In March 2022, the FASB issued Accounting Standards Update (“ASU”) 2022-02, Financial Instruments — Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures . The ASU addresses two topics: (i) troubled debt restructuring (“TDR”) by creditors, and (ii) vintage disclosures for gross write offs. Under the TDR provisions, the ASU eliminates the recognition and measurement guidance under ASC 310-40, Receivables — Troubled Debt Restructurings by Creditors, and instead requires that an entity evaluate whether the modification represents a new loan or a continuation of an existing loan, consistent with the accounting for other loan modifications. Additionally, the ASU enhances existing disclosure requirements around TDRs and introduces new requirements related to certain modifications of receivables made to borrowers experiencing financial difficulty. Under the vintage disclosure provisions, the ASU requires the entity to disclose current period gross write offs by year of origination for financing receivables and net investments in leases within the scope of ASC 326-20, Financial Instruments — Credit Losses — Measured at Amortized Cost . The standard should be applied prospectively; however, for the TDR provisions, an entity has the option to apply a modified retrospective transition method. We adopted the standard effective January 1, 2023. The adoption of this standard did not have a material impact on our consolidated financial statements.
Note 2. Business Combinations
Acquisition of Wyndham Capital Mortgage
On April 3, 2023, we acquired all of the outstanding equity interests in Wyndham for cash consideration. With the acquisition of Wyndham, a leading fintech mortgage lender, we broadened our suite of home loan products and now manage the technology for a digitized mortgage experience. The acquisition is being accounted for as a business combination. The purchase consideration is being allocated to the tangible and intangible assets acquired and liabilities assumed based on the estimated fair values as of the acquisition date. The excess of the total purchase consideration over the fair value of the net assets acquired is allocated to goodwill, which is expected to be deductible for tax purposes. The fair value estimates are subject to change for up to one year after the acquisition date as additional information becomes available. The acquisition was not determined to be a significant acquisition.
Acquisition of Technisys S.A.
During the nine months ended September 30, 2023, we made payments of $ 17,946 related to settlements of vested employee performance awards, which was a component of the purchase consideration in the Technisys Merger. There were 6,305,595 shares issued in the acquisition that were held in escrow. During the second quarter of 2023, we released 6,244,450 of the escrow shares. The remaining 61,145 shares continue to be held in escrow pending resolution of outstanding indemnification claims by SoFi.
Acquisition of Golden Pacific Bancorp, Inc.
As of September 30, 2023, a portion of the total cash purchase consideration ($ 3.3 million) related to our acquisition of Golden Pacific remained held back, representing an amount payable to a dissenting Golden Pacific shareholder pending resolution of the shareholder’s dissenter’s rights 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.
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Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
(In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
Goodwill and Intangible Assets
A rollforward of our goodwill balance is presented below:
Nine Months Ended September 30,
2023
Beginning balance
$ 1,622,991
Less: accumulated impairment
—
Beginning balance, net
1,622,991
Additional goodwill recognized (1)
17,688
Goodwill impairment (2)
( 247,174 )
Ending balance (3)
$ 1,393,505
_____________________
(1) Related to the acquisition of Wyndham, which is attributable to our Lending reportable segment.
(2) During the three and nine months ended September 30, 2023, we recognized goodwill impairment losses related to our Technology Platform reportable segment, which were reported within noninterest expense—goodwill impairment in the condensed consolidated statements of operations and comprehensive loss. These goodwill impairment losses represent non-cash charges and did not affect our liquidity position or regulatory capital ratios.
(3) As of September 30, 2023, goodwill attributable to the Lending, Technology Platform and Financial Services reportable segments was $ 17,688 , $ 1,338,658 and $ 37,159 , respectively.
An impairment of a reporting unit’s goodwill is determined based on the amount by which the reporting unit’s carrying value exceeds its fair value, limited to the amount of goodwill allocated to the reporting unit. An interim test is performed when events or circumstances occur that may indicate that it is more likely than not that the fair value of any reporting unit may be less than its carrying value. During the third quarter of 2023, the Technology Platform segment continued to experience slower growth rates than expected at the time of acquisition due to: (i) the uncertain macroeconomic environment, which has continued to impact customer spend volume, and (ii) continued longer sales cycles as a result of our shift in strategy to focus on diversified durable growth driven by potential new partners with scaled customer bases and interest in multiple Technology Platform products. These factors constituted a triggering event for goodwill testing purposes. As a result, we performed an interim quantitative test on the Galileo and Technisys reporting units to determine the existence and magnitude of potential goodwill impairment. We determined it was not necessary to perform an interim goodwill impairment test for our other reporting units.
Management calculated the fair value amount of the Galileo and Technisys reporting units using a combination of a discounted cash flow (“DCF”) calculation, which is a form of the income approach, and a market multiples calculation, which is a form of the market approach. The discount rates used for the Galileo and Technisys reporting units in our interim quantitative assessment were 14.0 % and 23.5 %, respectively. The higher discount rate at Technisys was primarily driven by macroeconomic factors in Latin America, specifically the highly inflationary economic environment in Argentina. We applied a terminal year long-term growth rate of 3.5 % to both reporting units, which is consistent with rates used in previous assessments of the reporting units. As a result of this assessment, the fair values of the Galileo and Technisys reporting units were determined to be below their carrying values by 9.9 % and 14.8 %, respectively, resulting in goodwill impairment charges of $ 124.5 million and $ 122.7 million, respectively.
Determining the fair value of a reporting unit is subject to uncertainty as it is reliant on estimates of cash flows that extend far into the future, and, by their nature, are difficult to estimate over such an extended time frame. The cash flow estimates for the Galileo and Technisys reporting units are impacted by projections, and in the future, changes in the assumptions or the discount rates could produce an additional material goodwill impairment.
Note 3. Revenue
In each of our revenue arrangements, revenue is recognized when control of the promised goods or services is transferred to the customer in an amount that reflects our expected consideration in exchange for those goods or services. Our arrangements are discussed in our Annual Report on Form 10-K, with notable updates provided herein.
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Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
(In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
Disaggregated Revenue
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 . Revenue from contracts with customers is presented within noninterest income—technology products and solutions and noninterest income—other in the condensed consolidated statements of operations and comprehensive loss. There were no revenues from contracts with customers attributable to our Lending segment for the periods presented.
Three Months Ended September 30, Nine Months Ended September 30,
2023 2022 2023 2022
Financial Services
Referrals
$ 9,983 $ 10,210 $ 27,832 $ 26,783
Interchange
6,029 4,225 21,961 11,518
Brokerage
6,084 3,854 16,187 12,740
Other (1)
1,395 1,562 2,230 1,990
Total financial services
23,491 19,851 68,210 53,031
Technology Platform (2)
Technology services
81,419 81,474 233,876 221,742
Other (1)
34 679 3,033 2,674
Total technology platform
81,453 82,153 236,909 224,416
Total revenue from contracts with customers
104,944 102,004 305,119 277,447
Other Sources of Revenue
Loan origination and sales 81,683 163,697 311,258 465,815
Securitizations ( 6,298 ) ( 8,772 ) ( 22,375 ) ( 31,790 )
Servicing 8,009 7,296 29,803 30,003
Other 3,908 1,910 11,481 ( 131 )
Total other sources of revenue
87,302 164,131 330,167 463,897
Total noninterest income $ 192,246 $ 266,135 $ 635,286 $ 741,344
_____________________
(1) Financial Services includes revenues from enterprise services and equity capital markets services. Technology Platform includes revenues from software licenses and associated services, and payment network fees for serving as a transaction card program manager for enterprise customers that are the program marketers for separate card programs.
(2) Related to these technology products and solutions arrangements, we had deferred revenues of $ 5,418 and $ 10,028 as of September 30, 2023 and December 31, 2022, respectively, which are presented within accounts payable, accruals and other liabilities in the condensed consolidated balance sheets. We recognized revenue of $ 1,778 and $ 3,925 during the three months ended September 30, 2023 and 2022, respectively, and $ 6,562 and $ 6,699 during the nine months ended September 30, 2023 and 2022, respectively, associated with deferred revenues within noninterest income—technology products and solutions in the condensed consolidated statements of operations and comprehensive loss.
Contract Balances
As of September 30, 2023 and December 31, 2022, accounts receivable, net associated with revenue from contracts with customers was $ 63,301 and $ 61,226 , respectively, which were reported within other assets in the condensed consolidated balance sheets.
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Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
(In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
Note 4. Loans
As of September 30, 2023, our loan portfolio consisted of loans held for sale, including personal loans, student loans and home loans, which are measured at fair value under the fair value option, and loans held for investment, including credit cards, and commercial and consumer banking loans, which are measured at amortized cost. 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:
September 30,
2023 December 31,
2022
Loans held for sale
Personal loans (1)
$ 14,850,996 $ 8,610,434
Student loans (2)
6,041,544 4,877,177
Home loans
101,296 69,463
Total loans held for sale, at fair value 20,993,836 13,557,074
Loans held for investment (3)
Credit card (4)
247,241 209,164
Commercial and consumer banking:
Commercial real estate 104,743 88,652
Commercial and industrial 5,917 7,179
Residential real estate and other consumer 3,347 2,962
Total commercial and consumer banking 114,007 98,793
Total loans held for investment, at amortized cost 361,248 307,957
Total loans
$ 21,355,084 $ 13,865,031
_____________________
(1) Includes $ 618,829 and $ 663,004 of personal loans in consolidated VIEs as of September 30, 2023 and December 31, 2022, respectively.
(2) Includes $ 275,244 and $ 268,697 of student loans in consolidated VIEs as of September 30, 2023 and December 31, 2022, respectively.
(3) See Note 5. Allowance for Credit Losses for additional information on our loans at amortized cost as it pertains to the allowance for credit losses.
(4) For credit cards, loan origination costs are expensed as incurred primarily within noninterest expense—sales and marketing in the condensed consolidated statements of operations and comprehensive loss .
Loans Held for Sale
The following table summarizes the aggregate fair value of our loans held for sale, for which we elected the fair value option. See Note 12. Fair Value Measurements for the assumptions used in our fair value model.
Personal Loans
Student Loans
Home Loans
Total
September 30, 2023
Unpaid principal
$ 14,177,004 $ 5,929,047 $ 110,320 $ 20,216,371
Accumulated interest
105,156 26,497 163 131,816
Cumulative fair value adjustments (1)
568,836 86,000 ( 9,187 ) 645,649
Total fair value of loans (2)
$ 14,850,996 $ 6,041,544 $ 101,296 $ 20,993,836
December 31, 2022
Unpaid principal
$ 8,283,400 $ 4,794,517 $ 77,705 $ 13,155,622
Accumulated interest
55,673 19,433 151 75,257
Cumulative fair value adjustments (1)
271,361 63,227 ( 8,393 ) 326,195
Total fair value of loans (2)
$ 8,610,434 $ 4,877,177 $ 69,463 $ 13,557,074
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Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
(In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
__________________
(1) During the nine months ended September 30, 2023, the cumulative fair value adjustments for personal loans were primarily impacted by higher origination volume and higher coupon rates, partially offset by higher benchmark rates.
(2) Each component of the fair value of loans is impacted by charge-offs during the period. Our fair value assumption for annual default rate incorporates fair value markdowns on loans beginning when they are 10 days or more delinquent, with additional markdowns at 30, 60 and 90 days past due.
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.
Personal Loans
Student Loans
Home Loans
Total
September 30, 2023
Unpaid principal balance
$ 68,432 $ 8,502 $ 213 $ 77,147
Accumulated interest
3,400 335 — 3,735
Cumulative fair value adjustments (1)
( 58,676 ) ( 5,104 ) ( 140 ) ( 63,920 )
Fair value of loans 90 days or more delinquent $ 13,156 $ 3,733 $ 73 $ 16,962
December 31, 2022
Unpaid principal balance $ 27,989 $ 6,435 $ — $ 34,424
Accumulated interest 1,207 304 — 1,511
Cumulative fair value adjustments (1)
( 25,022 ) ( 3,332 ) — ( 28,354 )
Fair value of loans 90 days or more delinquent $ 4,174 $ 3,407 $ — $ 7,581
__________________
(1) Our fair value assumption for annual default rate incorporates fair value markdowns on loans beginning when they are 10 days or more delinquent, with additional markdowns at 30, 60 and 90 days past due.
Transfers of Financial Assets
We regularly transfer financial assets and account for such transfers as either sales or secured borrowings depending on the facts and circumstances of the transfer. When a transfer of financial assets qualifies as a sale, in many instances we have continuing involvement as the servicer of those financial assets. As we expect the benefits of servicing to be more than just adequate, we recognize a servicing asset. Further, in the case of securitization-related transfers that qualify as sales, we have additional continuing involvement as an investor, albeit at insignificant levels relative to the expected gains and losses of the securitization. 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. 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. Additionally, we generally have no repurchase requirements related to transfers of personal loans, student loans and non-government-sponsored enterprise home loans other than standard origination representations and warranties, for which we record a liability based on expected repurchase obligations. For government-sponsored enterprise (“GSE”) home loans, we have customary GSE repurchase requirements, which do not constrain sale treatment but result in a liability for the expected repurchase requirement.
There were no loan securitization transfers qualifying for sale accounting treatment during the nine months ended September 30, 2023 and 2022.
Deconsolidation of debt reflects the impacts of previously consolidated VIEs that became deconsolidated during the period because we no longer hold a significant financial interest in the underlying securitization entity, which can fluctuate from period to period. Gains and losses on deconsolidations are presented within noninterest income—securitizations in the condensed consolidated statements of operations and comprehensive loss. During the nine months ended September 30, 2023, we had deconsolidation of debt on student loans of $ 45.9 million. The impact on earnings from the deconsolidation was immaterial. During the three months ended September 30, 2023, we did not have any deconsolidation of debt. During the three and nine months ended September 30, 2022, we did not have any deconsolidations of debt.
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Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
(In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
The following table summarizes our whole loan sales:
Three Months Ended September 30, Nine Months Ended September 30,
2023 2022 2023 2022
Personal loans
Fair value of consideration received:
Cash $ 15,098 $ 773,005 $ 66,571 $ 2,954,723
Servicing assets recognized 767 6,789 1,655 20,872
Repurchase liabilities recognized ( 45 ) ( 2,074 ) ( 405 ) ( 7,161 )
Total consideration received
15,820 777,720 67,821 2,968,434
Aggregate unpaid principal balance and accrued interest of loans sold
15,098 753,259 65,420 2,864,351
Gain from loan sales $ 722 $ 24,461 $ 2,401 $ 104,083
Sale execution (1)
105.1 % 103.5 % 104.3 % 103.9 %
Student loans
Fair value of consideration received:
Cash $ — $ 77,089 $ 98,624 $ 883,859
Servicing assets recognized — 460 2,792 9,275
Repurchase liabilities recognized — ( 13 ) ( 16 ) ( 134 )
Total consideration — 77,536 101,400 893,000
Aggregate unpaid principal balance and accrued interest of loans sold
— 74,311 99,916 881,922
Gain from loan sales $ — $ 3,225 $ 1,484 $ 11,078
Sale execution (1)
— % 104.4 % 101.5 % 101.3 %
Home loans
Fair value of consideration received:
Cash $ 331,364 $ 244,788 $ 676,235 $ 926,707
Servicing assets recognized 3,376 3,432 7,133 12,152
Repurchase liabilities recognized ( 468 ) ( 269 ) ( 1,315 ) ( 1,004 )
Total consideration
334,272 247,951 682,053 937,855
Aggregate unpaid principal balance and accrued interest of loans sold
333,951 252,168 678,561 960,680
Gain (loss) from loan sales $ 321 $ ( 4,217 ) $ 3,492 $ ( 22,825 )
Sale execution (1)
100.2 % 98.4 % 100.7 % 97.7 %
_____________________
(1) Sale execution represents the ratio of cash proceeds and servicing assets recognized to the aggregate unpaid principal balance and accrued interest of the loans sold. Amounts included in repurchase liabilities are excluded from the calculation, as they typically would not materially differ from the fair value markdown on the loans over the repurchase period had they been held on balance sheet and entered delinquency.
For certain transferred loans that qualified for sale accounting and are, therefore, off-balance sheet, we have continuing involvement through our servicing agreements. For such loans, our exposure to loss is generally limited to the extent we would be required to repurchase such a loan due to a breach of representations and warranties associated with the loan transfer or servicing contract.
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Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
(In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
The following table presents information about the unpaid principal balances of loans originated by us and subsequently transferred, but with which we have continuing involvement:
Personal Loans Student Loans
Home Loans
Total
September 30, 2023
Loans in delinquency (30+ days past due)
$ 60,634 $ 58,308 $ 26,382 $ 145,324
Total loans in delinquency 96,718 130,497 26,382 253,597
Total transferred loans serviced (1)
1,696,118 6,462,082 5,457,959 13,616,159
December 31, 2022
Loans in delinquency (30+ days past due)
$ 64,654 $ 46,986 $ 16,510 $ 128,150
Total loans in delinquency 108,991 115,818 16,510 241,319
Total transferred loans serviced (1)
2,995,601 7,586,031 5,134,306 15,715,938
_____________________
(1) Total transferred loans serviced includes loans in delinquency, as well as loans in repayment, loans in-school/grace period/deferment (related to student loans), and loans in forbearance. The vast majority of total transferred loans serviced represent loans in repayment as of the dates indicated.
The following table presents additional information about the servicing cash flows received and net charge-offs related to loans originated by us and subsequently transferred, but with which we have continuing involvement:
Three Months Ended September 30, Nine Months Ended September 30,
2023 2022 2023 2022
Personal loans
Servicing fees collected from transferred loans
$ 4,033 $ 9,020 $ 15,080 $ 25,845
Charge-offs, net of recoveries, of transferred loans (1)
40,916 24,190 128,442 62,852
Student loans
Servicing fees collected from transferred loans
5,375 8,224 20,967 28,437
Charge-offs, net of recoveries, of transferred loans (1)
10,139 7,372 29,297 24,784
Home loans
Servicing fees collected from transferred loans
3,662 3,686 10,481 9,252
Total
Servicing fees collected from transferred loans
$ 13,070 $ 20,930 $ 46,528 $ 63,534
Charge-offs, net of recoveries, of transferred loans (1)
51,055 31,562 157,739 87,636
_____________________
(1) Personal loan and student loan charge-offs, net of recoveries, are impacted by the timing of charge-off sales performed on behalf of the purchasers of our loans, which lower the net amount disclosed.
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Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
(In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
Loans Held for Investment
Loan Portfolio Composition and Aging
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
Current 30–59 Days 60–89 Days ≥ 90 Days (1)
Total Delinquent Loans Total Loans (2)
September 30, 2023
Credit card $ 271,827 $ 5,005 $ 4,078 $ 11,294 $ 20,377 $ 292,204
Commercial and consumer banking:
Commercial real estate 105,709 — — — — 105,709
Commercial and industrial 5,684 288 — 466 754 6,438
Residential real estate and other consumer (3)
3,342 — — — — 3,342
Total commercial and consumer banking 114,735 288 — 466 754 115,489
Total loans
$ 386,562 $ 5,293 $ 4,078 $ 11,760 $ 21,131 $ 407,693
December 31, 2022
Credit card $ 225,165 $ 4,670 $ 3,626 $ 10,498 $ 18,794 $ 243,959
Commercial and consumer banking:
Commercial real estate 89,544 — — — — 89,544
Commercial and industrial 7,636 — 1 — 1 7,637
Residential real estate and other consumer (3)
2,966 — — — — 2,966
Total commercial and consumer banking 100,146 — 1 — 1 100,147
Total loans $ 325,311 $ 4,670 $ 3,627 $ 10,498 $ 18,795 $ 344,106
______________
(1) All of the credit cards ≥ 90 days past due continued to accrue interest. As of the dates indicated, there were no credit cards on nonaccrual status. As of the dates indicated, commercial and consumer banking loans on nonaccrual status were immaterial.
(2) For credit card, the balance is presented before allowance for credit losses of $ 50,055 and $ 39,110 as of September 30, 2023 and December 31, 2022, respectively, and accrued interest of $ 5,092 and $ 4,315 , respectively. For commercial and consumer banking, the balance is presented before allowance for credit losses of $ 1,868 and $ 1,678 , respectively, and accrued interest of $ 386 and $ 324 , respectively.
(3) Primarily includes residential real estate loans acquired in the Bank Merger, for which we did not elect the fair value option.
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Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
(In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
Credit Quality Indicators
Credit Card
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 origination of the account and are refreshed monthly thereafter. The pools estimate the likelihood of borrowers with similar FICO scores to pay credit obligations based on aggregate credit performance data.
FICO September 30, 2023 December 31, 2022
≥ 800 $ 22,999 $ 14,421
780 – 799 15,905 11,327
760 – 779 18,180 12,179
740 – 759 20,179 14,501
720 – 739 25,172 19,343
700 – 719 30,789 26,239
680 – 699 36,490 31,543
660 – 679 34,714 31,958
640 – 659 25,265 25,959
620 – 639 15,922 15,566
600 – 619 9,625 8,968
≤ 599 36,964 31,955
Total credit card $ 292,204 $ 243,959
Commercial and Consumer Banking
We analyze loans in our commercial and consumer banking portfolio by classification based on their associated credit risk, and perform an analysis on an ongoing basis as new information is obtained. Risk rating classifications are further described below. Loans with a lower expectation of credit losses are classified as Pass, while loans with a higher expectation of credit losses are classified as Substandard.
• Pass — Loans that management believes will fully repay in accordance with the contractual loan terms.
• Watch — Loans that management believes will fully repay in accordance with the contractual loan terms, but for which certain credit attributes have changed from origination and warrant further monitoring.
• Special mention — Loans with a potential weakness or weaknesses that deserves management’s close attention. If left uncorrected, the potential weaknesses may result in deterioration of the repayment prospects for the loan or our credit position at some future date.
• Substandard — Loans that are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the full repayment. They are characterized by the distinct possibility that we will sustain some loss if the deficiencies are not corrected.
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Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
(In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
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
September 30, 2023 2023 2022 2021 2020 2019 Prior Total Term Loans Revolving Loans
Commercial real estate
Pass $ 20,550 $ 34,042 $ 5,667 $ 4,577 $ 9,396 $ 18,846 $ 93,078 $ 190
Watch 1,238 4,609 1,658 — 217 2,760 10,482 —
Special mention — — — — — 1,577 1,577 —
Substandard — — — — — 382 382 —
Total commercial real estate 21,788 38,651 7,325 4,577 9,613 23,565 105,519 190
Commercial and industrial
Pass 56 — — 67 100 4,950 5,173 50
Watch 48 — — — 18 11 77 —
Substandard — — — — — 1,138 1,138 —
Total commercial and industrial 104 — — 67 118 6,099 6,388 50
Residential real estate and other consumer
Pass 735 — — — — 2,480 3,215 87
Watch — — — — — 40 40 —
Total residential real estate and other consumer 735 — — — — 2,520 3,255 87
Total commercial and consumer banking
$ 22,627 $ 38,651 $ 7,325 $ 4,644 $ 9,731 $ 32,184 $ 115,162 $ 327
Note 5. Allowance for Credit Losses
Our allowance for credit losses represents our current estimate of expected credit losses over the remaining contractual life of certain financial assets, including credit cards as well as commercial and consumer banking loans acquired in the Bank Merger, which relate to our Financial Services segment, and accounts receivables primarily related to our Technology Platform 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.
In estimating expected credit losses for credit cards, we segment loans based on credit quality indicators and reassess our pools periodically to confirm that all loans within each pool continue to share similar risk characteristics. We establish an allowance within each pool utilizing a proprietary risk model that relies on assumptions such as average annual percentage rate, payment rate, utilization, delinquency status and default probability. The model may then be adjusted for current conditions and reasonable and supportable forecasts of future conditions, including economic conditions. We apply the aforementioned assumptions to the drawn balance of credit cards within each pool to estimate the lifetime expected credit losses within each pool, which are then aggregated to determine the allowance for credit losses.
We further consider an evaluation of overall portfolio credit quality based on indicators such as changes in our credit decisioning process, underwriting and collection management policies; the effects of external factors, such as regulatory requirements; general economic conditions; and inherent uncertainties in applying the methodology. When a credit card balance is charged off, we record a reduction to the allowance and the credit card balance.
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Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
(In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
The following table presents changes in our allowance for credit losses:
Credit Card (1)
Commercial and Consumer Banking (1)
Accounts Receivable (1)
Three Months Ended September 30, 2023
Balance at June 30, 2023
$ 39,361 $ 1,866 $ 1,937
Provision for credit losses (2)
21,821 10 ( 148 )
Write-offs charged against the allowance (3)
( 11,127 ) ( 8 ) ( 208 )
Balance at September 30, 2023
$ 50,055 $ 1,868 $ 1,581
Three Months Ended September 30, 2022
Balance at June 30, 2022
$ 21,974 $ 1,204 $ 2,720
Provision for credit losses (2)
16,119 204 ( 929 )
Write-offs charged against the allowance
( 5,133 ) 2 —
Balance at September 30, 2022
$ 32,960 $ 1,410 $ 1,791
Nine Months Ended September 30, 2023
Balance at December 31, 2022 $ 39,110 $ 1,678 $ 2,785
Provision for credit losses (2)
42,658 195 94
Write-offs charged against the allowance (3)
( 31,713 ) ( 5 ) ( 1,298 )
Balance at September 30, 2023
$ 50,055 $ 1,868 $ 1,581
Nine Months Ended September 30, 2022
Balance at December 31, 2021 $ 7,037 $ — $ 2,292
Provision for credit losses (2)
38,361 1,026 ( 408 )
Allowance for PCD loans (4)
— 382 —
Write-offs charged against the allowance
( 12,438 ) 2 ( 93 )
Balance at September 30, 2022
$ 32,960 $ 1,410 $ 1,791
_____________________
(1) Credit cards and commercial and consumer banking loans measured at amortized cost, net of allowance for credit losses, are presented within loans held for investment in the condensed consolidated balance sheets. Accounts receivable balances, net of allowance for credit losses, are presented within other assets in the condensed consolidated balance sheets.
(2) The provision for credit losses on credit cards and commercial and consumer banking loans is presented within noninterest expense—provision for credit losses in the condensed consolidated statements of operations and comprehensive loss . There were immaterial recoveries of amounts previously reserved related to credit cards and commercial and consumer banking loans during the three and nine months ended September 30, 2023 and 2022. The provision for credit losses on accounts receivable is presented within noninterest expense—general and administrative in the condensed consolidated statements of operations and comprehensive loss. During the three and nine months ended September 30, 2023, recoveries of amounts previously reserved related to accounts receivable were $ 45 and $ 1,224 , respectively. 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.
(3) The increases in credit card write-offs charged against the allowance during the three and nine months ended September 30, 2023 relative to the corresponding periods in 2022 were primarily related to our maturing portfolio.
(4) In connection with the Bank Merger, we obtained purchased credit deteriorated (“PCD”) loans, for which we measured an allowance, with a corresponding increase to the amortized cost basis as of the acquisition date. Therefore, recognition of the initial allowance for credit losses did not impact earnings.
Credit card : Accrued interest receivables written off by reversing interest income were immaterial during the three and nine months ended September 30, 2023 and 2022.
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Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
(In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
Note 6. Investment Securities
Investments in AFS Debt Securities
The following table presents our investments in available-for-sale (“AFS”) debt securities:
Amortized Cost Accrued Interest Gross Unrealized Gains Gross Unrealized Losses (1)
Fair Value
September 30, 2023
U.S. Treasury securities $ 419,380 $ 187 $ 3,440 $ ( 1,230 ) $ 421,777
Multinational securities (2)
15,606 55 — ( 147 ) 15,514
Corporate bonds 34,751 175 — ( 1,701 ) 33,225
Agency mortgage-backed securities 8,059 19 — ( 1,228 ) 6,850
Other asset-backed securities 8,263 5 — ( 267 ) 8,001
Other (3)
940 7 — ( 223 ) 724
Total investments in AFS debt securities $ 486,999 $ 448 $ 3,440 $ ( 4,796 ) $ 486,091
December 31, 2022
U.S. Treasury securities $ 121,282 $ 217 $ — $ ( 3,510 ) $ 117,989
Multinational securities (2)
19,658 109 — ( 724 ) 19,043
Corporate bonds 41,890 257 — ( 2,644 ) 39,503
Agency mortgage-backed securities 8,899 22 — ( 991 ) 7,930
Other asset-backed securities 9,556 5 — ( 514 ) 9,047
Other (3)
2,133 21 — ( 228 ) 1,926
Total investments in AFS debt securities $ 203,418 $ 631 $ — $ ( 8,611 ) $ 195,438
_____________________
(1) As of September 30, 2023 and December 31, 2022, we concluded that there was no credit loss attributable to securities in unrealized loss positions, as (i) 89 % and 67 % of the amortized cost basis of our investments as of September 30, 2023 and December 31, 2022, respectively, was composed of U.S. Treasury securities, agency mortgage-backed securities and sovereign foreign bonds, which are of high credit quality and have no risk of credit-related impairment due to the nature of the counterparties and history of no credit losses, and (ii) we have not identified factors indicating credit-related impairment for the remaining investments and expect that the contractual principal and interest payments will be received. 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.
(2) Includes sovereign foreign and supranational bonds.
(3) Includes state and city municipal bond securities.
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Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
(In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
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, 2023 and December 31, 2022.
Less than 12 Months 12 Months or Longer Total
Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses
September 30, 2023
U.S. Treasury securities $ 377,149 $ ( 2 ) $ 44,628 $ ( 1,228 ) $ 421,777 $ ( 1,230 )
Multinational securities — — 15,514 ( 147 ) 15,514 ( 147 )
Corporate bonds — — 33,225 ( 1,701 ) 33,225 ( 1,701 )
Agency mortgage-backed securities — — 6,850 ( 1,228 ) 6,850 ( 1,228 )
Other asset-backed securities — — 8,001 ( 267 ) 8,001 ( 267 )
Other — — 724 ( 223 ) 724 ( 223 )
Total investments in AFS debt securities $ 377,149 $ ( 2 ) $ 108,942 $ ( 4,794 ) $ 486,091 $ ( 4,796 )
December 31, 2022
U.S. Treasury securities $ 27,759 $ ( 1,171 ) $ 90,230 $ ( 2,339 ) $ 117,989 $ ( 3,510 )
Multinational securities — — 19,043 ( 724 ) 19,043 ( 724 )
Corporate bonds 4,480 ( 313 ) 35,023 ( 2,331 ) 39,503 ( 2,644 )
Agency mortgage-backed securities 6,448 ( 814 ) 1,482 ( 177 ) 7,930 ( 991 )
Other asset-backed securities — — 9,047 ( 514 ) 9,047 ( 514 )
Other 745 ( 200 ) 1,181 ( 28 ) 1,926 ( 228 )
Total investments in AFS debt securities $ 39,432 $ ( 2,498 ) $ 156,006 $ ( 6,113 ) $ 195,438 $ ( 8,611 )
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Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
(In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
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
September 30, 2023
Investments in AFS debt securities—Amortized cost:
U.S. Treasury securities $ 404,071 $ 15,309 $ — $ — $ 419,380
Multinational securities 15,606 — — — 15,606
Corporate bonds 15,922 15,514 3,315 — 34,751
Agency mortgage-backed securities — 149 720 7,190 8,059
Other asset-backed securities 1,935 4,412 1,916 — 8,263
Other — — — 940 940
Total investments in AFS debt securities $ 437,534 $ 35,384 $ 5,951 $ 8,130 $ 486,999
Weighted average yield for investments in AFS debt securities (1)
4.40 % 3.50 % 0.13 % ( 1.51 ) % 3.92 %
Investments in AFS debt securities—Fair value (2) :
U.S. Treasury securities $ 406,933 $ 14,657 $ — $ — $ 421,590
Multinational securities 15,459 — — — 15,459
Corporate bonds 15,503 14,670 2,877 — 33,050
Agency mortgage-backed securities — 140 633 6,058 6,831
Other asset-backed securities 1,864 4,245 1,887 — 7,996
Other — — — 717 717
Total investments in AFS debt securities $ 439,759 $ 33,712 $ 5,397 $ 6,775 $ 485,643
_____________________
(1) The weighted average yield represents the effective yield for the investment securities owned at the end of the period and is computed based on the amortized cost of each security.
(2) Presentation of fair values of our investments in AFS debt securities by contractual maturity excludes total accrued interest of $ 448 as of September 30, 2023.
There were no realized gains and losses on our investments in AFS debt securities during the three months ended September 30, 2023. Gross realized gains and losses on our investments in AFS debt securities were $ 3,356 and $ 509 , respectively, during the nine months ended September 30, 2023, and were immaterial during the three and nine months ended September 30, 2022. During the three and nine months ended September 30, 2023 and 2022, there were no transfers between classifications of our investments in AFS debt securities. See Note 10. Equity for unrealized gains and losses on our investments in AFS debt securities and amounts reclassified out of accumulated other comprehensive income (loss) (“AOCI”).
Securitization Investments
The following table presents the aggregate outstanding value of asset-backed bonds and residual interests owned by the Company in nonconsolidated VIEs, which are presented within investment securities in the condensed consolidated balance sheets:
September 30,
2023 December 31,
2022
Personal loans
$ 9,934 $ 20,172
Student loans
83,713 181,159
Securitization investments
$ 93,647 $ 201,331
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Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
(In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
Note 7. Securitization and Variable Interest Entities
Consolidated VIEs
We consolidate certain securitization trusts in which we have a variable interest and are deemed to be the primary beneficiary.
The VIEs are special purpose entities (“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. 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. We hold a significant interest in these financing transactions through our ownership of a portion of the residual interest in certain VIEs. In addition, in some cases, we invest in the debt obligations issued by the VIE. Our investments in consolidated VIEs eliminate in consolidation. 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. 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.
As of September 30, 2023 and December 31, 2022, we had seven and six consolidated VIEs, respectively, on our condensed consolidated balance sheets. During the nine months ended September 30, 2023, we established two consolidated VIEs, and exercised a securitization clean up call related to one consolidated VIE. The assets of consolidated VIEs that were included in our condensed consolidated balance sheets may only be used to settle obligations of consolidated VIEs and were in excess of those obligations as of September 30, 2023 and December 31, 2022. Intercompany balances are eliminated upon consolidation.
Nonconsolidated VIEs
We have created and designed personal loan and student loan trusts to transfer associated credit and interest rate risk associated with the loans through the issuance of collateralized notes and residual certificates. We have a variable interest in the nonconsolidated loan trusts, as we own collateralized notes and residual certificates in the loan trusts that absorb variability. We also have continuing, non-controlling involvement with the trusts as the servicer. As servicer, we have the power to perform the activities which most impact the economic performance of the VIE, but since we hold an insignificant financial interest in the trusts, we are not the primary beneficiary. This financial interest represents the equity ownership interest in the loan trusts, wherein there is an obligation to absorb losses and the right to receive benefits from residual certificate ownership. The maximum exposure to loss as a result of our involvement with the nonconsolidated VIEs is limited to our investment. We did not provide financial support to any nonconsolidated VIEs beyond our initial equity investment. There are no liquidity arrangements, guarantees or other commitments by third parties that may affect the fair value or risk of our variable interests in nonconsolidated VIEs.
As of September 30, 2023 and December 31, 2022, we had investments in 21 and 23 nonconsolidated VIEs, respectively. During the nine months ended September 30, 2023, we exercised a securitization clean up call on one nonconsolidated VIE and collapsed the associated trust, as well as consolidated one previously nonconsolidated VIE.
Note 8. Deposits
We offer deposit accounts (referred to as “checking and savings” accounts within SoFi Money) to our members through SoFi Bank, which include interest-bearing deposits and noninterest-bearing deposits.
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Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
(In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
The following table presents a detail of interest-bearing deposits:
September 30, 2023 December 31, 2022
Savings deposits $ 10,595,108 $ 4,383,953
Demand deposits (1)
2,546,978 1,912,452
Time deposits (1)(2)
2,465,263 969,387
Total interest-bearing deposits $ 15,607,349 $ 7,265,792
_____________________
(1) As of September 30, 2023 and December 31, 2022, includes brokered deposits of $ 2,618,186 and $ 1,026,400 , respectively, of which $ 2,432,679 and $ 940,000 , respectively, are time deposits and $ 185,507 and $ 86,400 , respectively, are demand deposits.
(2) As of September 30, 2023 and December 31, 2022, the amount of time deposits that exceeded the insured limit (referred to as “uninsured deposits”) totaled $ 21,524 and $ 20,842 , respectively.
As of September 30, 2023, future maturities of our total time deposits were as follows:
Remainder of 2023 $ 636,473
2024 1,535,209
2025 292,989
2026 291
2027 —
Thereafter 301
Total $ 2,465,263
Note 9. Debt
The following table summarizes the components of our debt:
September 30, 2023
December 31, 2022
Borrowing Description
Total Collateral (1)
Stated Interest Rate (2)
Termination/Maturity (3)
Total Capacity
Total Outstanding (4)
Total Outstanding
Debt Facilities
Personal loan warehouse facilities
$ 2,118,409
5.56 % – 7.29 %
January 2024 – January 2032
$ 4,725,000
$ 1,778,474
$ 1,452,085
Student loan warehouse facilities
2,557,824
5.86 % – 7.16 %
April 2024 – June 2026
3,395,000
2,111,532
1,504,926
Credit card warehouse facility
—
6.75 %
March 2025
100,000
—
—
Risk retention warehouse facilities (5)
87,818
5.43 % – 7.42 %
January 2024 – October 2027
200,000
71,745
101,964
Revolving credit facility (6)
6.92 %
April 2028
645,000
486,000
486,000
Other Debt
Convertible senior notes (7)
— %
October 2026
1,200,000
1,200,000
Other financing (8)
158,910
200,247
—
—
Securitizations
Personal loan securitizations
620,863
0.49 % – 6.21 %
September 2030 – May 2031
374,172
529,132
Student loan securitizations
286,181
1.83 % – 4.44 %
March 2040 – August 2048
247,911
246,856
Total, before unamortized debt issuance costs, premiums and discounts
$ 6,269,834
$ 5,520,963
Less: unamortized debt issuance costs, premiums and discounts
( 28,448 )
( 35,081 )
Total debt
$ 6,241,386
$ 5,485,882
_________________
(1) As of September 30, 2023, represents the total of the unpaid principal balances within each debt category, 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
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Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
(In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
consolidation are pledged to risk retention warehouse facilities. Collateral balances relative to debt balances may vary period to period due to the timing of the next scheduled payment to the warehouse facility.
(2) For variable-rate debt, the ranges of stated interest rates are based on the interest rates in effect as of September 30, 2023. The interest on our variable-rate debt is typically designed as a reference rate plus a spread. Reference rates as of September 30, 2023 included overnight Secured Overnight Financing Rate (“SOFR”), one-month SOFR, three-month SOFR, prime rate and commercial paper rates determined by the facility lenders. As debt arrangements are renewed, the reference rate and/or spread are subject to change. Unused commitment fees ranging from 0 to 65 basis points (“bps”) on our various warehouse facilities are recognized within noninterest expense—general and administrative in our condensed consolidated statements of operations and comprehensive loss.
(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. Our maturity date represents the legal maturity of the last class of maturing notes. Securitization debt matures as loan collateral payments are made.
(4) There were no debt discounts or premiums issued during the nine months ended September 30, 2023.
(5) For risk retention warehouse facilities, we only state capacity amounts for facilities wherein we can pledge additional asset-backed bonds and residual investments as of the balance sheet date.
(6) As of September 30, 2023, $ 5.1 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. Commitments, Guarantees, Concentrations and Contingencies for more details. Additionally, the interest rate presented is the interest rate on standard withdrawals on our revolving credit facility, while same-day withdrawals incur interest based on the prime rate.
(7) The original issue discount and debt issuance costs related to the convertible senior notes are amortized into interest expense—corporate borrowings in the condensed consolidated statements of operations and comprehensive loss using the effective interest method over the contractual term of the notes. For the three and nine months ended September 30, 2023, total interest expense on the convertible notes was $ 1,274 and $ 3,819 , respectively. For the three and nine months ended September 30, 2022, total interest expense on the convertible notes was $ 1,270 and $ 3,805 , respectively. For all periods, interest expense was related to amortization of debt discount and issuance costs, and the effective interest rate was 0.42 %. As of September 30, 2023 and December 31, 2022, unamortized debt discount and issuance costs were $ 15.6 million and $ 19.4 million, respectively, and the net carrying amount was $ 1.18 billion and $ 1.18 billion, respectively.
(8) Includes $ 23.0 million of loans and $ 135.9 million of investment securities pledged as collateral to secure $ 150.2 million of available borrowing capacity with the Federal Home Loan Bank (“FHLB”), of which $ 13.7 million was not available as it was utilized to secure letters of credit. Refer to our letter of credit disclosures in Note 15. Commitments, Guarantees, Concentrations and Contingencies for more details. Also includes unsecured available borrowing capacity of $ 50.0 million with correspondent banks.
Material Changes to Debt Arrangements
On April 28, 2023, we entered into an Amended and Restated Revolving Credit Agreement (“Amended and Restated Credit Agreement”), which amended and restated the Revolving Credit Agreement (“Original Credit Agreement”), dated as of September 27, 2018, among Social Finance, Inc., the lenders party thereto, the issuing banks party thereto and Goldman Sachs Bank USA, as administrative agent. The Amended and Restated Credit Agreement amended and restated the Original Credit Agreement to, among other things, (i) increase the initial aggregate commitment to $ 645 million, (ii) extend the maturity date of the revolving credit facility to the date that is five years after the closing date, (iii) change the borrower entity under the revolving credit facility to SoFi Technologies, Inc., (iv) replace LIBOR as the term benchmark rate applicable to revolving loans denominated in U.S. dollars with a benchmark rate equal to Term SOFR plus a credit spread adjustment of 0.10 %, and (v) effect certain other changes. The Amended and Restated Credit Agreement also contains financial covenants that require the Company to maintain a certain amount of unrestricted cash and cash equivalents and to meet certain risk-based capital ratios and a leverage ratio.
During the nine months ended September 30, 2023, we opened two personal loan warehouse facilities with an aggregate maximum available capacity of $ 1.0 billion, and closed one risk retention warehouse facility.
Our warehouse and securitization debt is secured by a continuing lien and security interest in the loans financed by the proceeds. Within each of our debt facilities, we must comply with certain operating and financial covenants. These financial covenants include, but are not limited to, maintaining: (i) a certain minimum tangible net worth, (ii) minimum unrestricted cash and cash equivalents, (iii) a maximum leverage ratio of total debt to tangible net worth, and (iv) minimum risk-based capital and leverage ratios. Our debt covenants can lead to restricted cash classifications in our condensed consolidated balance sheets. Our subsidiaries are restricted in the amount that can be distributed to the parent company only to the extent that such distributions would cause the financial covenants to not be met. We were in compliance with all financial covenants.
We act as a guarantor for our wholly-owned subsidiaries in several arrangements in the case of default. As of September 30, 2023, we have not identified any risks of nonpayment by our wholly-owned subsidiaries.
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Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
(In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
Maturities of Borrowings
Future maturities of our outstanding debt with scheduled payments, which included our revolving credit facility and convertible notes, were as follows:
September 30, 2023
Remainder of 2023 $ —
2024 —
2025 —
2026 1,200,000
2027 —
Thereafter 486,000
Total $ 1,686,000
Note 10. Equity
Temporary Equity
Pursuant to SoFi Technologies’ Certificate of Incorporation dated May 28, 2021, the Company is authorized to issue 100,000,000 shares of preferred stock having a par value of $ 0.0001 per share (“SoFi Technologies Preferred Stock”) and 100,000,000 shares of redeemable preferred stock having a par value of $ 0.0000025 per share (“SoFi Technologies Redeemable Preferred Stock”). The Company’s Board of Directors has the authority to issue SoFi Technologies Preferred Stock and SoFi Technologies Redeemable Preferred Stock and to determine the rights, preferences, privileges and restrictions, including voting rights, of those shares. The authorized shares of SoFi Technologies Redeemable Preferred Stock is inclusive of 4,500,000 shares of Series 1 redeemable preferred stock (“Series 1 Redeemable Preferred Stock”), which reflect the conversion on a one -for-one basis of shares of Social Finance Series 1 preferred stock in conjunction with the Business Combination. Shares of SoFi Technologies Series 1 Redeemable Preferred Stock that are redeemed, purchased or otherwise acquired by the Company will be canceled and may not be reissued by the Company. 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.
As of September 30, 2023, there were 3,234,000 shares of Series 1 Redeemable Preferred Stock issued and outstanding, which had an original issuance price of $ 100.00 .
Dividends
During each of the three months ended September 30, 2023 and 2022 and each of the nine months ended September 30, 2023 and 2022, the Series 1 preferred stockholders were entitled to dividends of $ 10,189 and $ 30,236 , respectively. Dividends payable were $ 10,189 as of September 30, 2023. There were no dividends payable as of December 31, 2022.
Permanent Equity
On June 1, 2021, the Company’s common stock began trading on the Nasdaq Global Select Market under the ticker symbol “SOFI”. 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. As of September 30, 2023, the Company had 957,860,430 shares of common stock and no shares of non-voting common stock issued and outstanding.
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Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
(In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
The Company reserved the following common stock for future issuance:
September 30,
2023 December 31,
2022
Outstanding stock options, restricted stock units and performance stock units
106,885,503 107,851,565
Outstanding common stock warrants 12,170,990 12,170,990
Conversion of convertible notes (1)
53,538,000 53,538,000
Possible future issuance under stock plans
46,057,407 26,434,957
Total common stock reserved for future issuance
218,651,900 199,995,512
____________________
(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.
Dividends
Common stockholders and non-voting common stockholders are entitled to dividends when and if declared by the Board of Directors and subject to government regulation over banks and bank holding companies. There were no dividends declared or paid to common stockholders during the nine months ended September 30, 2023 and 2022.
Accumulated Other Comprehensive Income (Loss)
AOCI primarily consists of accumulated net unrealized gains or losses associated with our investments in AFS debt securities and foreign currency translation adjustments. The following table presents the rollforward of AOCI, inclusive of the changes in the components of other comprehensive income (loss):
AFS Debt Securities Foreign Currency Translation Adjustments Total
Three Months Ended September 30, 2023
AOCI, beginning balance $ ( 5,533 ) $ 414 $ ( 5,119 )
Other comprehensive income before reclassifications 5,616 103 5,719
Net current-period other comprehensive income (1)(2)
5,616 103 5,719
AOCI, ending balance $ 83 $ 517 $ 600
Three Months Ended September 30, 2022
AOCI, beginning balance $ ( 7,797 ) $ ( 214 ) $ ( 8,011 )
Other comprehensive loss before reclassifications ( 1,787 ) 325 ( 1,462 )
Amounts reclassified from AOCI into earnings ( 127 ) — ( 127 )
Net current-period other comprehensive loss (1)(2)
( 1,914 ) 325 ( 1,589 )
AOCI, ending balance $ ( 9,711 ) $ 111 $ ( 9,600 )
Nine Months Ended September 30, 2023
AOCI, beginning balance $ ( 8,611 ) $ 315 $ ( 8,296 )
Other comprehensive income before reclassifications 8,522 202 8,724
Amounts reclassified from AOCI into earnings 172 — 172
Net current-period other comprehensive income (1)(2)
8,694 202 8,896
AOCI, ending balance $ 83 $ 517 $ 600
Nine Months Ended September 30, 2022
AOCI, beginning balance $ ( 1,351 ) $ ( 120 ) $ ( 1,471 )
Other comprehensive loss before reclassifications ( 8,518 ) 231 ( 8,287 )
Amounts reclassified from AOCI into earnings 158 — 158
Net current-period other comprehensive loss (1)(2)
( 8,360 ) 231 ( 8,129 )
AOCI, ending balance $ ( 9,711 ) $ 111 $ ( 9,600 )
____________________
(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 condensed consolidated statements of operations and comprehensive loss. There were no reclassifications related to foreign currency translation adjustments during the three and nine months ended September 30, 2023 and 2022.
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(Unaudited)
(In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
(2) There were no material tax impacts during the periods presented due to reserves against deferred tax assets in jurisdictions where other comprehensive loss activity was generated.
Note 11. Derivative Financial Instruments
The following table presents the gains (losses) recognized on our derivative instruments:
Three Months Ended September 30, Nine Months Ended September 30,
2023 2022 2023 2022
Interest rate swaps (1)
$ 77,587 $ 95,333 $ 163,472 $ 283,266
Interest rate caps (1)
( 2,031 ) 4,072 ( 3,398 ) 7,562
Home loan pipeline hedges (1)
4,473 6,835 5,457 45,554
Derivative contracts to manage future loan sale execution risk 80,029 106,240 165,531 336,382
Interest rate swaps (2)
1,167 5,119 3,351 14,187
Interest rate lock commitments (“IRLCs”) (1)
193 ( 2,027 ) 966 ( 4,666 )
Interest rate caps (1)
1,987 ( 4,112 ) 3,468 ( 7,139 )
Purchase price earn-out (1)(3)
— 52 9 1,094
Third party warrants (4)
— 81 78 ( 88 )
Total
$ 83,376 $ 105,353 $ 173,403 $ 339,770
_____________________
(1) Recorded within noninterest income—loan origination and sales in the condensed consolidated statements of operations and comprehensive loss.
(2) Represents derivative contracts to manage securitization investment interest rate risk, which are recorded within noninterest income—securitizations in the condensed consolidated statements of operations and comprehensive loss.
(3) In conjunction with a loan sale agreement, we are entitled to receive payments from the buyer of the loans underlying the agreement if the internal rate of return (as defined in the loan sale agreement) on such loans exceeds a specified hurdle, subject to a dollar cap.
(4) Includes amounts recorded within noninterest income—other, noninterest expense—cost of operations and noninterest expense—general and administrative in the condensed consolidated statements of operations and comprehensive loss, the latter of which represents the amortization of a deferred liability recognized at the initial fair value of the third party warrants acquired, as we are also a customer of the third party.
Certain derivative instruments are subject to enforceable master netting arrangements. Accordingly, we present our net asset or liability position by counterparty in the condensed consolidated balance sheets. Additionally, since our cash collateral balances do not approximate the fair value of the derivative position, we do not offset our right to reclaim cash collateral or obligation to return cash collateral against recognized derivative assets or liabilities. The following table presents information about derivative instruments subject to enforceable master netting arrangements:
September 30, 2023 December 31, 2022
Gross Derivative Assets Gross Derivative Liabilities Gross Derivative Assets Gross Derivative Liabilities
Interest rate swaps $ — $ ( 7,292 ) $ 23,128 $ —
Interest rate caps — ( 5,783 ) — ( 9,251 )
Home loan pipeline hedges 3,529 ( 715 ) 1,484 ( 80 )
Total, gross 3,529 ( 13,790 ) 24,612 ( 9,331 )
Derivative netting ( 715 ) 715 ( 80 ) 80
Total, net (1)
$ 2,814 $ ( 13,075 ) $ 24,532 $ ( 9,251 )
_____________________
(1) As of September 30, 2023, we had a cash collateral requirement related to these instruments of $ 7,292 . We did not have a cash collateral requirement related to these instruments as of December 31, 2022.
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Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
(In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
The following table presents the notional amount of derivative contracts outstanding:
September 30, 2023 December 31, 2022
Derivative contracts to manage future loan sale execution risk:
Interest rate swaps $ 8,322,000 $ 5,638,177
Interest rate caps 405,000 405,000
Home loan pipeline hedges 349,000 126,000
Interest rate caps (1)
405,000 405,000
Interest rate swaps (2)
123,000 171,823
IRLCs (3)
152,800 82,335
Total
$ 9,756,800 $ 6,828,335
_____________________
(1) We sold an interest rate cap that was subject to master netting to offset an interest rate cap purchase made in conjunction with a contract to manage future loan sale execution risk.
(2) Represents interest rate swaps utilized to manage interest rate risk associated with certain of our securitization investments.
(3) Amounts correspond with home loan funding commitments subject to IRLC agreements.
While the notional amounts of derivative instruments give an indication of the volume of our derivative activity, they do not necessarily represent amounts exchanged by parties and are not a direct measure of our financial exposure. See Note 12. Fair Value Measurements for additional information on our derivative assets and liabilities.
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Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
(In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
Note 12. Fair Value Measurements
Recurring Fair Value Measurements
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 condensed consolidated balance sheets:
September 30, 2023 December 31, 2022
Fair Value Fair Value
Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
Assets
Investments in AFS debt securities (1)(2)
$ 437,291 $ 48,800 $ — $ 486,091 $ 137,032 $ 58,406 $ — $ 195,438
Asset-backed bonds (2)(3)
— 58,191 — 58,191 — 155,093 — 155,093
Residual investments (2)(3)
— — 35,456 35,456 — — 46,238 46,238
Loans at fair value — — 20,993,836 20,993,836 — — 13,557,074 13,557,074
Servicing rights — — 142,654 142,654 — — 149,854 149,854
Third party warrants (4)(5)
— — 630 630 — — 630 630
Derivative assets (4)(6)(7)
— 3,529 — 3,529 — 24,612 — 24,612
Purchase price earn-out (4)(8)
— — — — — — 54 54
IRLCs (4)(9)
— — 1,545 1,545 — — 216 216
Student loan commitments (4)(9)
— — 1,751 1,751 — — — —
Interest rate caps (4)(7)
— 5,781 — 5,781 — 9,178 — 9,178
Digital assets safeguarding asset (4)(10)
— 139,359 — 139,359 — 106,826 — 106,826
Total assets
$ 437,291 $ 255,660 $ 21,175,872 $ 21,868,823 $ 137,032 $ 354,115 $ 13,754,066 $ 14,245,213
Liabilities
Debt (11)
$ — $ 131,863 $ — $ 131,863 $ — $ 89,142 $ — $ 89,142
Residual interests classified as debt — — 10,194 10,194 — — 17,048 17,048
Derivative liabilities (4)(6)(7)
— 13,790 — 13,790 — 9,331 — 9,331
Student loan commitments (4)(9)
— — — — — — 236 236
Digital assets safeguarding liability (4)(10)
— 139,359 — 139,359 — 106,826 — 106,826
Total liabilities
$ — $ 285,012 $ 10,194 $ 295,206 $ — $ 205,299 $ 17,284 $ 222,583
_____________________
(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 6. Investment Securities for additional information.
(2) These assets are presented within investment securities in the condensed consolidated balance sheets.
(3) These assets represent the carrying value of our holdings in VIEs wherein we were not deemed the primary beneficiary. See Note 7. Securitization and Variable Interest Entities for additional information. We classify 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. The key inputs used to value the asset-backed bonds include the discount rate and conditional prepayment rate. The fair value of our asset-backed bonds was not materially impacted by default assumptions on the underlying securitization loans, as the subordinate residual interests are expected to absorb all estimated losses based on our default assumptions for the period. We classify the residual investments as Level 3 due to the reliance on significant unobservable valuation inputs.
(4) These assets and liabilities are presented within other assets and accounts payable, accruals and other liabilities , respectively, in the condensed consolidated balance sheets.
(5) The key unobservable assumption used in the fair value measurement of the third party warrants was the price of the stock underlying the warrants. The fair value was measured as the difference between the stock price and the strike price of the warrants. As the strike price was insignificant, we concluded that the impact of time value on the fair value measure was immaterial.
(6) For certain derivative instruments for which an enforceable master netting agreement exists, we elected to net derivative assets and derivative liabilities by counterparty. These instruments are presented on a gross basis herein. See Note 11. Derivative Financial Instruments for additional information.
(7) Home loan pipeline hedges represent to-be-announced (“TBA”) securities 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. As of September 30, 2023 and December 31, 2022, interest rate swaps and interest rate caps were valued using the overnight SOFR curve and the implied volatilities suggested by the SOFR rate curve. These were determined to be observable inputs from active markets.
(8) The purchase price earn-out provision is classified as Level 3 because of our reliance on unobservable inputs related to the underlying loan portfolio performance, such as conditional prepayment rates, annual default rates and discount rates.
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(Unaudited)
(In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
(9) IRLCs and student loan commitments are classified as Level 3 because of our reliance on assumed loan funding probabilities. 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.
(10) 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.
(11) 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. As of September 30, 2023 and December 31, 2022, the unpaid principal related to debt measured at fair value was $ 142,660 and $ 98,868 , respectively. For the three and nine months ended September 30, 2023, losses from changes in fair value were $ 517 and $ 1,150 , respectively. The estimated amounts of gains (losses) included in earnings attributable to changes in instrument-specific credit risk, which were derived principally from observable changes in credit spread as observed in the bond market, were immaterial.
Level 3 Recurring Fair Value Rollforward
The following tables present the changes in our assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3). We did not have any transfers into or out of Level 3 during the periods presented.
Fair Value at Fair Value at
June 30,
2023 Impact on Earnings Purchases Sales Issuances Settlements Other Changes September 30,
2023
Assets
Personal loans $ 12,751,163 $ ( 45,072 ) $ 20,724 $ ( 15,006 ) $ 3,885,967 $ ( 1,746,760 ) $ ( 20 ) $ 14,850,996
Student loans 5,383,921 ( 14,615 ) — — 919,330 ( 247,751 ) 659 6,041,544
Home loans 78,583 362 1,593 ( 333,843 ) 355,698 ( 1,056 ) ( 41 ) 101,296
Loans at fair value (1)
18,213,667 ( 59,325 ) 22,317 ( 348,849 ) 5,160,995 ( 1,995,567 ) 598 20,993,836
Servicing rights (2)
145,663 7,419 549 ( 132 ) 4,143 ( 14,988 ) — 142,654
Residual investments (3)
38,389 434 — — — ( 3,367 ) — 35,456
IRLCs (4)
1,352 1,545 — — — ( 1,352 ) — 1,545
Student loan commitments (4)
189 1,751 — — — ( 189 ) — 1,751
Third party warrants 630 — — — — — — 630
Liabilities
Residual interests classified as debt (3)
( 11,332 ) ( 927 ) — — — 2,065 — ( 10,194 )
Net impact on earnings ( 49,103 )
Fair Value at Fair Value at
January 1,
2023 Impact on Earnings Purchases Sales Issuances Settlements Other Changes September 30,
2023
Assets
Personal loans $ 8,610,434 $ 16,083 $ 61,053 $ ( 65,019 ) $ 10,578,306 $ ( 4,349,646 ) $ ( 215 ) $ 14,850,996
Student loans 4,877,177 17,278 111,923 ( 96,678 ) 1,840,070 ( 706,429 ) ( 1,797 ) 6,041,544
Home loans 69,463 ( 1,122 ) 24,508 ( 678,136 ) 688,608 ( 2,364 ) 339 101,296
Loans at fair value (1)
13,557,074 32,239 197,484 ( 839,833 ) 13,106,984 ( 5,058,439 ) ( 1,673 ) 20,993,836
Servicing rights (2)
149,854 28,428 1,570 ( 1,257 ) 11,580 ( 47,521 ) — 142,654
Residual investments (3)
46,238 1,240 — ( 807 ) — ( 11,215 ) — 35,456
Purchase price earn out (5)
54 9 — — — ( 63 ) — —
IRLCs (4)
216 3,168 363 — — ( 2,202 ) — 1,545
Student loan commitments (4)
( 236 ) 2,015 — — — ( 28 ) — 1,751
Third party warrants 630 — — — — — — 630
Liabilities
Residual interests classified as debt (3)
( 17,048 ) ( 414 ) ( 1,203 ) — — 8,471 — ( 10,194 )
Net impact on earnings 66,685
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Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
(In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
Fair Value at Fair Value at
June 30,
2022 Impact on Earnings Purchases Sales Issuances Settlements Other Changes September 30,
2022
Assets
Personal loans $ 4,109,745 $ 65,463 $ 1,276,175 $ ( 749,648 ) $ 2,809,759 $ ( 582,188 ) $ ( 28,102 ) $ 6,901,204
Student loans 3,714,375 ( 23,895 ) 34 ( 74,080 ) 457,184 ( 148,913 ) 343 3,925,048
Home loans 135,262 ( 2,209 ) 1,260 ( 251,821 ) 216,246 ( 934 ) — 97,804
Loans at fair value (1)
7,959,382 39,359 1,277,469 ( 1,075,549 ) 3,483,189 ( 732,035 ) ( 27,759 ) 10,924,056
Servicing rights (2)
176,964 6,182 1,062 ( 3,965 ) 10,681 ( 22,486 ) — 168,438
Residual investments (3)
94,978 664 — ( 490 ) — ( 8,318 ) — 86,834
Purchase price earn out (5)
625 52 — — — ( 553 ) — 124
Third party warrants (6)
766 ( 136 ) — — — — — 630
Liabilities
Residual interests classified as debt (3)
( 54,436 ) ( 1,453 ) — — — 10,155 — ( 45,734 )
IRLCs (4)
1,120 ( 927 ) — — — ( 1,120 ) — ( 927 )
Student loan commitments (4)
( 254 ) ( 1,409 ) — — — 254 — ( 1,409 )
Net impact on earnings 42,332
Fair Value at Fair Value at
January 1,
2022 Impact on Earnings Purchases Sales Issuances Settlements Other Changes September 30,
2022
Assets
Personal loans $ 2,289,426 $ 92,332 $ 1,504,112 $ ( 2,851,466 ) $ 7,307,612 $ ( 1,415,820 ) $ ( 24,992 ) $ 6,901,204
Student loans 3,450,837 ( 68,541 ) 121,741 ( 877,920 ) 1,839,710 ( 543,077 ) 2,298 3,925,048
Home loans 212,709 ( 11,663 ) 2,088 ( 959,971 ) 860,676 ( 6,035 ) — 97,804
Loans at fair value (1)
5,952,972 12,128 1,627,941 ( 4,689,357 ) 10,007,998 ( 1,964,932 ) ( 22,694 ) 10,924,056
Servicing rights (2)
168,259 26,860 3,008 ( 5,552 ) 42,299 ( 66,436 ) — 168,438
Residual investments (3)
121,019 1,716 — ( 710 ) — ( 35,191 ) — 86,834
Purchase price earn out (5)
4,272 1,094 — — — ( 5,242 ) — 124
Third party warrants (6)
1,369 ( 739 ) — — — — — 630
Liabilities
Residual interests classified as debt (3)
( 93,682 ) ( 7,078 ) — — — 55,026 — ( 45,734 )
IRLCs (4)
3,759 ( 2,846 ) — — — ( 1,840 ) — ( 927 )
Student loan commitments (4)
2,220 ( 1,640 ) — — — ( 1,989 ) — ( 1,409 )
Net impact on earnings 29,495
_____________________
(1) For loans at fair value, purchases reflect unpaid principal balance and relate to previously transferred loans. Purchase activity included securitization clean-up calls of $ 39,936 during the nine months ended September 30, 2023, and $ 129,733 and $ 465,472 during the three and nine months ended September 30, 2022, respectively. There were no securitization clean-up calls during the three months ended September 30, 2023. The remaining purchases during the periods presented related to standard representations and warranties pursuant to our various loan sale agreements. Issuances represent the principal balance of loans originated during the period. Settlements represent principal payments made on loans during the period. Other changes represent fair value adjustments that impact the balance sheet primarily associated with whole loan strategic repurchases, clean up calls and consolidated securitizations. Impacts on earnings for loans at fair value are recorded within interest income—loans , within noninterest income—loan origination and sales and —securitizations , and within noninterest expense—general and administrative in the condensed consolidated statements of operations and comprehensive loss.
(2) For servicing rights, impacts on earnings are recorded within noninterest income—servicing in the condensed consolidated statements of operations and comprehensive loss.
(3) For residual investments, sales include the derecognition of investments associated with securitization clean up calls. The estimated amounts of gains and losses for residual investments included in earnings attributable to changes in instrument-specific credit risk were immaterial during the periods presented. For residual investments and residual interests classified as debt, impacts on earnings are recorded within noninterest income—securitizations in the condensed consolidated statements of operations and comprehensive 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.
(4) For IRLCs and student loan commitments, settlements reflect funded and unfunded adjustments representing the unpaid principal balance of funded and unfunded loans during the quarter multiplied by the IRLC or student loan commitment price in effect at the beginning of the quarter. Purchases of IRLCs during the nine months ended September 30, 2023 were associated with our acquisition of Wyndham. For year-to-date periods, amounts represent the
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Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
(In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
summation of the per-quarter effects. For IRLCs and student loan commitments, impacts on earnings are recorded within noninterest income—loan origination and sales in the condensed consolidated statements of operations and comprehensive loss.
(5) For purchase price earn out, impacts on earnings are recorded within noninterest income—loan origination and sales in the condensed consolidated statements of operations and comprehensive loss.
(6) For third party warrants, impacts on earnings are recorded within noninterest income—other in the condensed consolidated statements of operations and comprehensive loss.
Loans at Fair Value
Gains and losses recognized in earnings include changes in accumulated interest and fair value adjustments on loans originated during the period and on loans held at the balance sheet date, as well as loan charge-offs. Changes in fair value are primarily impacted by valuation assumption changes as well as sales price execution. The estimated amount of gains (losses) included in earnings attributable to changes in instrument-specific credit risk were $ 24,846 and $( 22,942 ) during the three and nine months ended September 30, 2023, respectively, and $( 15,249 ) and $( 31,974 ) during the three and nine months ended September 30, 2022, respectively. The gains (losses) attributable to instrument-specific credit risk were estimated by incorporating our current default and loss severity assumptions for the loans. These assumptions are based on historical performance, market trends and performance expectations over the term of the underlying instrument.
Level 3 Significant Inputs
Fair value is defined as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Level 3 fair value measurements include unobservable inputs for assets or liabilities for which there is little or no market data, which requires us to develop our own assumptions. These unobservable assumptions reflect estimates of inputs that market participants would use in pricing the asset or liability. Valuation techniques include the use of option pricing models, discounted cash flow models, or similar techniques, which incorporate management’s own estimates of assumptions that market participants would use in pricing the asset or liability.
Loans
The following key unobservable assumptions were used in the fair value measurement of our loans:
September 30, 2023 December 31, 2022
Range Weighted Average Range Weighted Average
Personal loans
Conditional prepayment rate
15.3 % – 28.7 %
20.3 % 17.3 % – 25.5 %
19.1 %
Annual default rate
4.3 % – 40.0 %
4.6 % 3.8 % – 37.7 %
4.4 %
Discount rate
6.4 % – 9.4 %
6.6 % 5.4 % – 8.3 %
6.1 %
Student loans
Conditional prepayment rate 8.6 % – 13.0 %
10.5 % 16.3 % – 21.8 %
20.4 %
Annual default rate 0.3 % – 5.8 %
0.5 % 0.2 % – 4.5 %
0.5 %
Discount rate
4.5 % – 9.1 %
4.8 % 3.6 % – 8.7 %
4.0 %
Home loans
Conditional prepayment rate
1.7 % – 9.8 %
7.2 % 2.0 % – 10.2 %
7.0 %
Annual default rate
0.1 % – 0.9 %
0.1 % 0.1 % – 1.3 %
0.1 %
Discount rate
6.3 % – 9.2 %
6.7 % 5.7 % – 14.1 %
5.9 %
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. An increase in the conditional prepayment rate, in isolation, would result in a decrease in a fair value measurement. The weighted average assumption was weighted based on relative fair value.
• Annual default rate — The annualized rate of borrowers who do not make loan payments on time. An increase in the annual default rate, in isolation, would result in a decrease in a fair value measurement. The weighted average assumption was weighted based on relative fair value.
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(Unaudited)
(In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
• Discount rate — The weighted average rate at which the expected cash flows are discounted to arrive at the net present value of the loans. The discount rate is primarily determined based on an underlying benchmark rate curve and spread(s), the latter of which is determined based on factors including, but not limited to, weighted average coupon rate, prepayment rate, default rate and resulting expected duration of the assets. An increase in the discount rate, in isolation, would result in a decrease in a fair value measurement. The weighted average assumption was weighted based on relative fair value.
See Note 4. Loans for additional loan fair value disclosures.
Servicing Rights
Servicing rights for personal loans and student loans do not trade in an active market with readily observable prices. Similarly, home loan servicing rights infrequently trade in an active market. At the time of the underlying loan sale or the assumption of servicing rights, the fair value of servicing rights is determined using a discounted cash flow methodology based on observable and unobservable inputs. Management classifies servicing rights as Level 3 due to the use of significant unobservable inputs in the fair value measurement.
The following key unobservable inputs were used in the fair value measurement of our classes of servicing rights:
September 30, 2023 December 31, 2022
Range Weighted Average Range Weighted Average
Personal loans
Market servicing costs
0.1 % – 0.6 %
0.3 % 0.2 % – 0.5 %
0.3 %
Conditional prepayment rate
16.8 % – 32.5 %
25.2 % 17.9 % – 31.3 %
22.7 %
Annual default rate
3.2 % – 18.0 %
7.1 % 3.4 % – 7.9 %
4.9 %
Discount rate
8.5 % – 8.5 %
8.5 % 7.8 % – 7.8 %
7.8 %
Student loans
Market servicing costs
0.1 % – 0.2 %
0.1 % 0.1 % – 0.2 %
0.1 %
Conditional prepayment rate
10.6 % – 16.3 %
12.2 % 15.4 % – 21.9 %
17.8 %
Annual default rate
0.3 % – 3.6 %
0.6 % 0.3 % – 4.3 %
0.4 %
Discount rate
8.5 % – 8.5 %
8.5 % 7.8 % – 7.8 %
7.8 %
Home loans
Market servicing costs
0.1 % – 0.1 %
0.1 % 0.1 % – 0.1 %
0.1 %
Conditional prepayment rate
5.1 % – 13.2 %
5.4 % 4.9 % – 11.0 %
5.2 %
Annual default rate
0.1 % – 0.2 %
0.1 % 0.1 % – 0.1 %
0.1 %
Discount rate
9.3 % – 9.3 %
9.3 % 9.0 % – 9.0 %
9.0 %
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 personal loans, student loans and home loans with similar characteristics as those in our serviced portfolio. An increase in the market servicing cost, in isolation, would result in a decrease in a fair value measurement. The weighted average assumption was weighted based on relative fair value.
• 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. An increase in the conditional prepayment rate, in isolation, would result in a decrease in a fair value measurement. The weighted average assumption was weighted based on relative fair value.
• Annual default rate — The annualized rate of default within the total serviced loan balance. An increase in the annual default rate, in isolation, would result in a decrease in a fair value measurement. The weighted average assumption was weighted based on relative fair value.
• Discount rate — The weighted average rate at which the expected cash flows are discounted to arrive at the net present value of the servicing rights. An increase in the discount rate, in isolation, would result in a decrease in a fair value measurement. The weighted average assumption was weighted based on relative fair value.
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Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
(In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
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:
September 30, 2023 December 31, 2022
Market servicing costs
2.5 basis points increase
$ ( 10,280 ) $ ( 10,395 )
5.0 basis points increase
( 20,559 ) ( 20,807 )
Conditional prepayment rate
10% increase
$ ( 3,370 ) $ ( 4,036 )
20% increase
( 6,770 ) ( 7,833 )
Annual default rate
10% increase
$ ( 153 ) $ ( 166 )
20% increase
( 305 ) ( 331 )
Discount rate
100 basis points increase
$ ( 4,021 ) $ ( 3,905 )
200 basis points increase
( 7,787 ) ( 7,562 )
The sensitivity calculations above are hypothetical and should not be considered to be predictive of future performance. The effect on fair value of a variation in assumptions generally cannot be determined because the relationship of the change in assumptions to the fair value may not be linear. Additionally, the effect of an adverse variation in a particular assumption on the fair value of our servicing rights is calculated while holding the other assumptions constant. In reality, changes in one factor may lead to changes in other factors, which could impact the above hypothetical effects.
Residual Investments and Residual Interests Classified as Debt
Residual investments and residual interests classified as debt do not trade in active markets with readily observable prices, and there is limited observable market data for reference. The fair values of residual investments and residual interests classified as debt are determined using a discounted cash flow methodology. 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.
The following key unobservable inputs were used in the fair value measurements of our residual investments and residual interests classified as debt:
September 30, 2023 December 31, 2022
Range Weighted Average Range Weighted Average
Residual investments
Conditional prepayment rate 12.3 % – 29.2 %
14.3 % 17.9 % – 32.0 %
19.9 %
Annual default rate
0.4 % – 6.5 %
1.1 % 0.4 % – 5.4 %
1.1 %
Discount rate
5.8 % – 10.5 %
7.6 % 4.8 % – 10.5 %
6.7 %
Residual interests classified as debt
Conditional prepayment rate
12.3 % – 30.1 %
28.1 % 17.2 % – 18.1 %
17.8 %
Annual default rate 0.6 % – 6.5 %
4.4 % 0.6 % – 0.8 %
0.7 %
Discount rate
9.3 % – 10.5 %
9.5 % 7.5 % – 7.5 %
7.5 %
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. An increase in the conditional prepayment rate, in isolation, would result in a decrease in a fair value measurement. The weighted average assumption was weighted based on relative fair value.
• Annual default rate — The annualized rate of borrowers who fail to remain current on their loans for the pool of loans in the securitization. An increase in the annual default rate, in isolation, would result in a decrease in a fair value measurement. The weighted average assumption was weighted based on relative fair value.
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(Unaudited)
(In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
• Discount rate — The weighted average rate at which the expected cash flows are discounted to arrive at the net present value of the residual investments and residual interests classified as debt. An increase in the discount rate, in isolation, would result in a decrease in a fair value measurement. The weighted average assumption was weighted based on relative fair value.
Loan Commitments
We classify student loan commitments as Level 3 because the assets do not trade in an active market with readily observable prices and, as such, our valuations utilize significant unobservable inputs. 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. The following key unobservable inputs were used in the fair value measurements of our IRLCs and student loan commitments:
September 30, 2023 December 31, 2022
Range Weighted Average Range Weighted Average
IRLCs
Loan funding probability (1)
76.4 % – 86.6 %
84.3 % 11.1 % – 58.6 %
46.3 %
Student loan commitments
Loan funding probability (1)
95.0 % – 95.0 %
95.0 % 95.0 % – 95.0 %
95.0 %
___________________
(1) The aggregate amount of student loans we committed to fund was $ 85,551 as of September 30, 2023. The higher assumptions in the 2023 period reflect the home loan funding pipeline associated with our acquisition of Wyndham. See Note 11. Derivative Financial Instruments for the aggregate notional amount associated with IRLCs.
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. 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. The weighted average assumptions were weighted based on relative fair values.
Safeguarding Assets and Liabilities
Through our SoFi Invest product (via our wholly-owned subsidiary, SoFi Digital Assets, LLC, a licensed money transmitter), our members can invest in digital assets. We engage third parties to provide custodial services for our digital assets offering, which includes holding the cryptographic key information and working to protect the digital assets from loss or theft. The third-party custodians hold digital assets as custodial assets in an account in SoFi’s name for the benefit of our members. We maintain the internal recordkeeping of our members’ digital assets, including the amount and type of digital assets owned by each of our members in the custodial accounts. We currently utilize two third-party custodians. Therefore, we have concentration risk in the event the custodians are not able to perform in accordance with our agreements. As of September 30, 2023, we did not identify any loss events.
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(Unaudited)
(In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
The following table presents the significant digital assets held by our third-party custodians on behalf of our members:
September 30, 2023 December 31, 2022
Bitcoin (BTC) $ 74,761 $ 44,346
Ethereum (ETH) 47,276 37,826
Dogecoin (DOGE) 4,478 4,784
Litecoin (LTC) 2,544 2,492
Ethereum Classic (ETC) 2,249 2,333
Cardano (ADA) (1)
— 5,217
Solana (SOL) (1)
— 1,588
All other (1)(2)
8,051 8,240
Digital assets safeguarding liability and corresponding safeguarding asset $ 139,359 $ 106,826
___________________
(1) Effective June 9, 2023, we ended support of these digital assets, as well as several others included in the “all other” category.
(2) Includes 17 and 23 digital assets as of September 30, 2023 and December 31, 2022, respectively, none of which were determined to be individually significant.
Financial Instruments Not Measured at Fair Value
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 condensed consolidated balance sheets:
Fair Value
Carrying Value Level 1 Level 2 Level 3 Total
September 30, 2023
Assets
Cash and cash equivalents (1)
$ 2,813,876 $ 2,813,876 $ — $ — $ 2,813,876
Restricted cash and restricted cash equivalents (1)
483,141 483,141 — — 483,141
Loans at amortized cost (2)
361,248 — — 388,662 388,662
Other investments (3)
68,313 — 68,313 — 68,313
Total assets
$ 3,726,578 $ 3,297,017 $ 68,313 $ 388,662 $ 3,753,992
Liabilities
Deposits (4)
$ 15,671,973 $ — $ 15,663,198 $ — $ 15,663,198
Debt (5)
6,109,523 937,024 4,931,984 — 5,869,008
Total liabilities
$ 21,781,496 $ 937,024 $ 20,595,182 $ — $ 21,532,206
December 31, 2022
Assets
Cash and cash equivalents (1)
$ 1,421,907 $ 1,421,907 $ — $ — $ 1,421,907
Restricted cash and restricted cash equivalents (1)
424,395 424,395 — — 424,395
Loans at amortized cost (2)
307,957 — — 328,775 328,775
Other investments (3)
28,651 — 28,651 — 28,651
Total assets
$ 2,182,910 $ 1,846,302 $ 28,651 $ 328,775 $ 2,203,728
Liabilities
Deposits (4)
$ 7,342,296 $ — $ 7,340,160 $ — $ 7,340,160
Debt (5)
5,396,740 826,242 4,219,574 — 5,045,816
Total liabilities
$ 12,739,036 $ 826,242 $ 11,559,734 $ — $ 12,385,976
___________________
(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.
(2) The fair value of our credit cards was determined using a discounted cash flow model with key inputs relating to weighted average lives, expected lifetime loss rates and discount rate. 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.
(3) Other investments include Federal Reserve Bank (“FRB”) stock and FHLB stock, which are presented within other assets in the condensed consolidated balance sheets.
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(Unaudited)
(In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
(4) The fair values of our deposits without contractually defined maturities (such as demand and savings deposits) and our noninterest-bearing deposits approximate their carrying values. The fair value of our time-based deposits was determined using a discounted cash flow model based on rates currently offered for deposits of similar remaining maturities.
(5) The carrying value of our debt is net of unamortized discounts and debt issuance costs. The fair value of our convertible notes was classified as Level 1, as it was based on an observable market quote. 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. 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.
Nonrecurring Fair Value Measurements
Investments in equity securities of $ 22,861 and $ 22,825 as of September 30, 2023 and December 31, 2022, respectively, which are presented within other assets in the condensed consolidated balance sheets, include investments for which fair values are not readily determinable, which we elect to measure using the measurement alternative method of accounting. 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. The balances were primarily composed of a $ 19,739 investment valued under the measurement alternative method during 2022 that was a former equity method investment.
Note 13. Share-Based Compensation
The 2021 Stock Option and Incentive Plan (the “2021 Plan”) allows for the issuance of stock options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”) (including performance stock units, or “PSUs”), dividend equivalents and other stock or cash based awards for issuance to its employees, non-employee directors and non-employee third parties. Shares associated with option exercises and RSU vesting are issued from the authorized pool.
Effective January 1, 2023, we approved a plan to allow our non-employee directors to elect, on an annual basis, to defer their cash retainers into equity awards that are immediately vested, and/or to defer their RSU grants, which vest in accordance with the grant terms (collectively referred to as deferred stock units, or “DSUs”). DSUs are equity awards that entitle the holder to shares of our common stock when the awards vest. Directors may choose to receive their deferred stock distributions in a lump sum or in installments over different time periods. DSUs are measured based on the fair value of our common stock on the date of grant. DSU activity is presented with RSUs in the disclosures below.
Share-based compensation expense related to stock options, RSUs and PSUs is presented within the following line items in the condensed consolidated statements of operations and comprehensive loss:
Three Months Ended September 30, Nine Months Ended September 30,
2023 2022 2023 2022
Technology and product development $ 23,725 $ 20,856 $ 66,344 $ 56,690
Sales and marketing 6,330 6,593 20,270 17,734
Cost of operations 2,987 5,075 7,382 14,034
General and administrative 28,963 45,331 108,113 146,560
Total
$ 62,005 $ 77,855 $ 202,109 $ 235,018
Total compensation and benefits, inclusive of share-based compensation expense, was $ 213,820 and $ 656,483 for the three and nine months ended September 30, 2023, respectively, and $ 221,423 and $ 619,441 for the three and nine months ended September 30, 2022, respectively. Compensation and benefits expenses are presented within each of the financial statement line items within noninterest expense in the condensed consolidated statements of operations and comprehensive loss.
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Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
(In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
Stock Options
The following is a summary of stock option activity:
Number of
Stock Options
Weighted Average Exercise Price
Weighted Average Remaining Contractual Term
(in years)
Outstanding as of January 1, 2023 18,749,679 $ 7.43 4.7
Exercised ( 747,930 ) 1.34
Expired
( 50,093 ) 6.65
Outstanding as of September 30, 2023 17,951,656 $ 7.69 4.0
Exercisable as of September 30, 2023 17,945,311 $ 7.69 4.0
Total compensation cost related to unvested stock options not yet recognized as of September 30, 2023 was immaterial.
Restricted Stock Units
RSUs, inclusive of DSUs, are equity awards granted to employees that entitle the holder to shares of our common stock when the awards vest. RSUs are measured based on the fair value of our common stock on the date of grant.
The following table summarizes RSU activity:
Number of
RSUs Weighted Average Grant Date Fair Value
Outstanding as of January 1, 2023 69,538,139 $ 9.07
Granted
36,048,164 6.40
Vested (1)
( 24,621,235 ) 8.50
Forfeited
( 8,320,278 ) 9.01
Outstanding as of September 30, 2023
72,644,790 $ 7.97
________________________
(1) The total fair value, based on grant date fair value, of RSUs that vested during the nine months ended September 30, 2023 was $ 209.3 million.
As of September 30, 2023, there was $ 535.4 million of unrecognized compensation cost related to unvested RSUs, inclusive of DSUs, which will be recognized over a weighted average period of approximately 2.2 years.
Performance Stock Units
The following table summarizes PSU activity:
Number of
PSUs Weighted Average Grant Date Fair Value
Outstanding as of January 1, 2023 19,563,747 $ 9.84
Granted
97,752 3.36
Forfeited
( 3,372,442 ) 7.52
Outstanding as of September 30, 2023
16,289,057 $ 10.28
Compensation cost associated with PSUs is recognized using the accelerated attribution method for each of the three vesting tranches over the respective derived service period. We determined the grant-date fair value of PSUs utilizing a Monte Carlo simulation model.
As of September 30, 2023, there was $ 12.2 million of unrecognized compensation cost related to unvested PSUs, which will be recognized over a weighted average period of approximately 0.9 years.
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Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
(In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
Note 14. Income Taxes
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. Our effective tax rate may be subject to fluctuations during the year due to impacts from the following items: (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.
For the three and nine months ended September 30, 2023, we recorded income tax benefit of $ 244 and $ 3,661 , respectively. For the three and nine months ended September 30, 2022, we recorded income tax benefit (expense) of $ 242 and $( 629 ), respectively. Income taxes were primarily attributable to tax expense associated with the profitability of SoFi Bank in state jurisdictions where separate filings are required. For the three and nine month 2023 periods, this expense was more than offset by income tax benefits from foreign losses in jurisdictions with net deferred tax liabilities related to Technisys.
There were no material changes to our unrecognized tax benefits d uring the nine months ended September 30, 2023, and we do not expect any other significant increases or decreases to unrecognized tax benefits within the next twelve months.
During the nine months ended September 30, 2023, 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. We will continue to recognize a full valuation allowance until there is sufficient positive evidence to support its release.
Note 15. Commitments, Guarantees, Concentrations and Contingencies
Leases and Occupancy
Our leases consist of operating and finance leases, the latter of which expire in 2040.
Operating Leases
We primarily lease our office premises under multi-year, non-cancelable operating leases. Our operating leases have terms expiring from 2023 to 2040, exclusive of renewal option periods. Our office leases contain renewal option periods ranging from one to ten years from the expiration dates. 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. However, in our normal course of business, we expect our office leases to be renewed, amended or replaced by other leases. Associated with these leases, we obtained non-cash operating lease ROU assets in exchange for new operating lease liabilities of $ 7,881 during the nine months ended September 30, 2023, inclusive of $ 8,553 of operating lease ROU assets obtained through acquisitions. During the nine months ended September 30, 2023, we recognized impairment expense of $ 1,243 within noninterest expense—general and administrative in the condensed consolidated statements of operations and comprehensive loss related to a sublease arrangement of an office premise. Fair value was determined using a discounted cash flow methodology.
Occupancy
Occupancy-related costs, which primarily relate to the operations of our leased office spaces, were $ 8,878 and $ 23,858 during the three and nine months ended September 30, 2023, respectively, and $ 8,453 and $ 24,950 during the three and nine months ended September 30, 2022, respectively. Occupancy-related expenses are presented within each of the financial statement line items within noninterest expense in the condensed consolidated statements of operations and comprehensive loss.
Concentrations
Financial instruments that potentially subject us to significant concentrations of credit risk consist principally of cash and cash equivalents, restricted cash and restricted cash equivalents, residual investments and loans. We hold cash and cash
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Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
(In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
equivalents and restricted cash and restricted cash equivalents in accounts at regulated domestic financial institutions in amounts that may exceed FDIC insured amounts. We believe these institutions are of high credit quality.
We are dependent on third-party funding sources and deposit balances to originate loans. Additionally, we sell loans to various third parties. We have historically sold loans to a limited pool of third-party buyers. No individual third-party buyer accounted for 10% or more of consolidated total net revenues for the periods presented.
Within our Technology Platform segment, we have a relatively smaller number of clients compared to our lending and financial services businesses. As such, the loss of one or a few of our top clients could be significant to that portion of our business. No individual client accounted for 10% or more of consolidated total net revenues for the periods presented.
The Company is exposed to default risk on borrower loans originated and financed by us. There is no single borrower or group of borrowers that comprise a significant concentration of the Company’s loan portfolio. Likewise, the Company is not overly concentrated within a group of channel partners or other customers, with the exception of our distribution of personal loan residual interests in our sponsored personal loan securitizations, which we market to third parties, and the aforementioned whole loan buyers. Given we have a limited number of prospective buyers for our personal loan securitization residual interests, this might result in us utilizing a significant amount of deposits or our own capital to fund future residual interests in personal loan securitizations, or impact the execution of future securitizations if we are limited in our own ability to invest in the residual interest portion of future securitizations, or find willing buyers for securitization residual interests.
Contingencies
Legal Proceedings
In the ordinary course of business, the Company may be subject to a variety of pending legal proceedings. While we are unable to predict the ultimate outcome of these actions, we believe that any ultimate liability arising from any of these actions will not have a material adverse effect on our consolidated financial position, results of operations or cash flows. However, many of these matters are in various stages of proceedings and further developments could cause management to revise its assessment of these matters. Our assessments are based on our knowledge and historical experience, as well as the specific facts and circumstances asserted, but the ultimate outcome of any matter could require payment substantially in excess of the amount that we have accrued and/or disclosed. Regardless of the final outcome, defending lawsuits, claims, government investigations, and proceedings in which we are involved is costly and can impose a significant burden on management and employees, and there can be no assurances that we will receive favorable final outcomes.
Guarantees
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.
As of September 30, 2023 and December 31, 2022, we accrued liabilities within accounts payable, accruals and other liabilities in the condensed consolidated balance sheets of $ 4.1 million and $ 1.4 million, respectively, related to our estimated repurchase obligation, the former of which includes liabilities assumed in our acquisition of Wyndham. The corresponding charges for changes in the estimated obligation are recorded within noninterest income—loan origination and sales in the condensed consolidated statements of operations and comprehensive loss. As of September 30, 2023 and December 31, 2022, the amounts associated with loans sold that were subject to the terms and conditions of our repurchase obligations totaled $ 5.4 billion and $ 5.1 billion, respectively.
As of September 30, 2023 and December 31, 2022, we had a total of $ 6.4 million and $ 9.1 million, respectively, in letters of credit outstanding with financial institutions, which were issued for the purpose of securing certain of our operating lease obligations. A portion of the letters of credit was collateralized by $ 1.3 million and $ 3.1 million of our cash as of September 30, 2023 and December 31, 2022, respectively, which is included within restricted cash and restricted cash equivalents in the condensed consolidated balance sheets.
As of September 30, 2023 and December 31, 2022, we had a total of $ 13.7 million and $ 11.7 million, respectively, in letters of credit outstanding with the FHLB, which serve as collateral for public deposits and were collateralized by loans.
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Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
(In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
Commitments
As part of our community reinvestment initiatives, we have a commitment to fund a line of credit up to $ 20.0 million as of September 30, 2023, to be used to finance housing and stimulate economic development in low- to moderate-income communities.
Mortgage Banking Regulatory Mandates
We are subject to certain state-imposed minimum net worth requirements for the states in which we are engaged in the business of a residential mortgage lender. Noncompliance with these requirements on an annual basis could result in potential fines or penalties imposed by the applicable state. Future events or changes in mandates may affect our ability to meet mortgage banking regulatory requirements. As of September 30, 2023 and December 31, 2022, we were in compliance with all minimum net worth requirements and, therefore, have not accrued any liabilities related to fines or penalties.
Note 16. Loss Per Share
We compute loss per share attributable to common stock using the two-class method required for participating interests. Series 1 Redeemable Preferred Stock has preferential cumulative dividend rights. For each period presented, we increased net loss by the contractual amount of dividends payable to holders of Series 1 Redeemable Preferred Stock.
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. 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.
The calculations of basic and diluted loss per share were as follows:
Three Months Ended September 30, Nine Months Ended September 30,
2023 2022 2023 2022
Numerator:
Net loss $ ( 266,684 ) $ ( 74,209 ) $ ( 348,655 ) $ ( 280,401 )
Less: Redeemable preferred stock dividends
( 10,189 ) ( 10,189 ) ( 30,236 ) ( 30,236 )
Net loss attributable to common stockholders – basic and diluted
$ ( 276,873 ) $ ( 84,398 ) $ ( 378,891 ) $ ( 310,637 )
Denominator:
Weighted average common stock outstanding – basic
951,183,107 916,762,973 939,070,185 893,455,206
Weighted average common stock outstanding – diluted
951,183,107 916,762,973 939,070,185 893,455,206
Loss per share – basic
$ ( 0.29 ) $ ( 0.09 ) $ ( 0.40 ) $ ( 0.35 )
Loss per share – diluted
$ ( 0.29 ) $ ( 0.09 ) $ ( 0.40 ) $ ( 0.35 )
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. These amounts represent the number of instruments outstanding at the end of the period.
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Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
(In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
September 30,
2023 2022
Common stock options
17,951,656 19,047,350
Common stock warrants
12,170,990 12,170,990
Unvested RSUs (1)
72,644,790 63,948,079
Unvested PSUs
16,289,057 20,345,761
Convertible notes (2)
53,538,000 53,538,000
Contingent common stock (3)
61,145 6,305,595
________________________
(1) As of September 30, 2023, includes DSUs granted to non-employee directors. See Note 13. Share-Based Compensation for additional information.
(2) Represents the shares of common stock issuable upon conversion of all convertible notes at the conversion rate in effect at the date indicated.
(3) As of September 30, 2023, includes contingently returnable common stock in connection with the Technisys Merger, which consists of shares that continue to be held in escrow pending resolution of outstanding indemnification claims by SoFi. See Note 2. Business Combinations for additional information.
Note 17. Business Segment Information
Segment Organization and Reporting Framework
We have three reportable segments: Lending, Technology Platform and Financial Services. Each of our reportable segments is a strategic business unit that serves specific needs of our members based on the products and services provided. The segments are based on the manner in which management views the financial performance of the business. The reportable segments also reflect our organizational structure. Each segment has a segment manager who reports directly to the Chief Operating Decision Maker (“CODM”). The CODM has ultimate authority and responsibility over resource allocation decisions and performance assessment.
The operations of acquired businesses have been integrated into, or managed as part of, our existing reportable segments. 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.
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. Contribution profit (loss) is defined as total net revenue for each reportable segment less:
• fair value changes in servicing rights and residual interests classified as debt that are attributable to assumption changes, which impact the contribution profit within the Lending segment. These fair value changes are non-cash in nature and are not realized in the period; therefore, they do not impact the amounts available to fund our operations; and
• expenses directly attributable to the corresponding reportable segment. Directly attributable expenses primarily include compensation and benefits and sales and marketing, and vary based on the amount of activity within each segment. Directly attributable expenses also include loan origination and servicing expenses, professional services, product fulfillment, lead generation and occupancy-related costs. Expenses are attributed to the reportable segments using either direct costs of the segment or labor costs that can be attributed based upon the allocation of employee time for individual products.
We apply a funds transfer pricing (“FTP”) framework to attribute net interest income to our business segments based on their usage and/or provision of funding. The primary objective of the FTP framework is to transfer interest rate risk from the business segments by providing matched duration of funding of assets and liabilities to allocate interest income and interest expense to each segment. Therefore, the financial impact, management and reporting of interest rate risk is centralized in Corporate/Other, where it is monitored and managed. The application of the FTP framework impacts the measure of net interest
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Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
(In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
income and, thereby, total net revenue and contribution profit (loss) for our Lending and Financial Services segments, as well as the total net revenue of Corporate/Other, but has no impact on our consolidated results of operations.
Assets are not allocated to reportable segments, as our CODM does not evaluate reportable segments using discrete asset information.
Segment Information
Lending. The Lending segment includes our personal loan, student loan and home loan products and the related servicing activities. 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. 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. Our CODM considers net interest income in addition to contribution profit in evaluating the performance of our Lending segment and making resource allocation decisions. Therefore, we present interest income net of interest expense.
Technology Platform. The Technology Platform segment includes: (i) technology products and solutions revenue, which is primarily related to our platform-as-a-service through Galileo, which provides the infrastructure to facilitate core client-facing and back-end capabilities, such as account setup, account funding, direct deposit, authorizations and processing, payments functionality and check account balance features, (ii) beginning in March 2022, revenue earned by Technisys, which expanded our segment to include a cloud-native digital and core banking platform offering and which results in the sale of software licenses and the provision of related technology solutions, and (iii) beginning in the third quarter of 2023, interest income earned on segment cash balances, for which prior period amounts were determined to be immaterial. See Note 2. Business Combinations for additional information on the Technisys Merger.
Financial Services. The Financial Services segment primarily includes our SoFi Money product (primarily inclusive of checking and savings accounts, as well as cash management accounts), SoFi Invest product, SoFi Credit Card product, SoFi Relay personal finance management product and other financial services, such as lead generation and content for other financial services institutions and our members. Checking and savings provides members a digital banking experience that offers no account fees, 2-day early paycheck and a competitive annual percentage yield. SoFi Money cash management provides members a digital cash management experience. SoFi Invest provides investment features and financial planning services that we offer to our members. Revenues in the Financial Services segment include interest income earned and interest expense incurred under the FTP framework, interchange fees on our member debit and credit transactions and digital assets transaction fees, and fees related to pay for order flow and share lending arrangements in SoFi Invest. We also earn referral fees in connection with referral activity we facilitate through our platform.
Our CODM considers net interest income in addition to contribution profit (loss) in evaluating the performance of our Financial Services segment and making resource allocation decisions. Under the FTP framework, the Financial Services segment earns interest income that is reflective of an FTP credit for deposits provided to the overall business, as well as incurs interest expense that is reflective of an FTP charge related to the use of funding for SoFi Credit Card.
Corporate/Other. Non-segment operations are classified as Corporate/Other, which includes net revenues associated with corporate functions that are not directly related to a reportable segment. Net interest income (expense) within Corporate/Other reflects the residual impact from FTP charges and FTP credits allocated to our reportable segments under our FTP framework. 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.
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SoFi Technologies, Inc.
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
(In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
Segment Results
The following tables present financial information, including the measure of contribution profit (loss), for each reportable segment:
Three Months Ended September 30, 2023 Lending
Technology
Platform (1)
Financial Services (1)
Reportable Segments Total
Corporate/Other (1)
Total
Net revenue
Net interest income (expense) $ 265,215 $ 573 $ 93,101 $ 358,889 $ ( 13,926 ) $ 344,963
Noninterest income (expense) (2)
83,758 89,350 25,146 198,254 ( 6,008 ) 192,246
Total net revenue (loss) $ 348,973 $ 89,923 $ 118,247 $ 557,143 $ ( 19,934 ) $ 537,209
Servicing rights – change in valuation inputs or assumptions (3)
( 7,420 ) — — ( 7,420 )
Residual interests classified as debt – change in valuation inputs or assumptions (4)
928 — — 928
Directly attributable expenses
( 138,525 ) ( 57,732 ) ( 114,987 ) ( 311,244 )
Contribution profit
$ 203,956 $ 32,191 $ 3,260 $ 239,407
Three Months Ended September 30, 2022 Lending
Technology
Platform (1)
Financial Services (1)
Reportable Segments Total Corporate/Other (1)
Total
Net revenue
Net interest income (expense) $ 139,516 $ — $ 28,158 $ 167,674 $ ( 9,824 ) $ 157,850
Noninterest income (expense) (2)
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
Servicing rights – change in valuation inputs or assumptions (3)
( 6,182 ) — — ( 6,182 )
Residual interests classified as debt – change in valuation inputs or assumptions (4)
1,453 — — 1,453
Directly attributable expenses
( 116,403 ) ( 65,241 ) ( 101,576 ) ( 283,220 )
Contribution profit (loss) $ 180,562 $ 19,536 $ ( 52,623 ) $ 147,475
Nine Months Ended September 30, 2023 Lending
Technology
Platform (1)
Financial Services (1)
Reportable Segments Total
Corporate/Other (1)
Total
Net revenue
Net interest income (expense) $ 698,147 $ 573 $ 225,775 $ 924,495 $ ( 52,396 ) $ 872,099
Noninterest income (expense) (2)
319,348 254,860 71,625 645,833 ( 10,547 ) 635,286
Total net revenue (loss) 1,017,495 255,433 297,400 1,570,328 ( 62,943 ) 1,507,385
Servicing rights – change in valuation inputs or assumptions (3)
( 28,105 ) — — ( 28,105 )
Residual interests classified as debt – change in valuation inputs or assumptions (4)
415 — — 415
Directly attributable expenses
( 392,642 ) ( 191,231 ) ( 322,722 ) ( 906,595 )
Contribution profit (loss) $ 597,163 $ 64,202 $ ( 25,322 ) $ 636,043
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SoFi Technologies, Inc.
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
(In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
Nine Months Ended September 30, 2022 Lending Technology
Platform (1)
Financial Services (1)
Reportable Segments Total Corporate/Other (1)
Total
Net revenue
Net interest income (expense) $ 347,873 $ — $ 46,965 $ 394,838 $ ( 19,326 ) $ 375,512
Noninterest income (expense) (2)
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
Servicing rights – change in valuation inputs or assumptions (3)
( 26,860 ) — — ( 26,860 )
Residual interests classified as debt – change in valuation inputs or assumptions (4)
7,078 — — 7,078
Directly attributable expenses
( 336,814 ) ( 169,849 ) ( 258,697 ) ( 765,360 )
Contribution profit (loss) $ 455,204 $ 59,632 $ ( 155,838 ) $ 358,998
____________________
(1) Within the Technology Platform segment, intercompany fees were $ 6,950 and $ 15,645 for the three and nine months ended September 30, 2023, respectively, and $ 1,757 and $ 4,198 for the three and nine months ended September 30, 2022. The equal and offsetting intercompany expenses are reflected within all three segments’ directly attributable expenses, as well as within expenses not allocated to segments. The intercompany revenues and expenses are eliminated in consolidation. The revenues are eliminated within Corporate/Other and the expenses are adjusted in our reconciliation of directly attributable expenses below.
(2) Refer to Note 3. Revenue for a reconciliation of revenue from contracts with customers to total noninterest income (expense).
(3) 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 condensed consolidated statements of operations and comprehensive 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.
(4) 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. These obligations are measured at fair value on a recurring basis, with fair value changes recorded within noninterest income in the condensed consolidated statements of operations and comprehensive loss. The fair value change attributable to assumption changes has no impact on our initial financing proceeds, our future obligations to the residual interest owner (because future residual interest claims are limited to securitization collateral cash flows), or the general operations of our business. As such, this non-cash change in fair value during the period is adjusted to provide management and financial users with better visibility into the cash flows available to finance our operations.
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SoFi Technologies, Inc.
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
(In Thousands, Unless Otherwise Stated and Except for Share and Per Share Data)
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.
Three Months Ended September 30, Nine Months Ended September 30,
2023 2022 2023 2022
Reportable segments total contribution profit $ 239,407 $ 147,475 $ 636,043 $ 358,998
Corporate/Other total net loss ( 19,934 ) ( 11,439 ) ( 62,943 ) ( 27,284 )
Intercompany expenses 6,950 1,757 15,645 4,198
Servicing rights – change in valuation inputs or assumptions 7,420 6,182 28,105 26,860
Residual interests classified as debt – change in valuation inputs or assumptions ( 928 ) ( 1,453 ) ( 415 ) ( 7,078 )
Expenses not allocated to segments:
Share-based compensation expense ( 62,005 ) ( 77,855 ) ( 202,109 ) ( 235,018 )
Employee-related costs (1)
( 63,728 ) ( 49,248 ) ( 181,147 ) ( 137,254 )
Depreciation and amortization expense ( 52,516 ) ( 40,253 ) ( 147,967 ) ( 109,007 )
Goodwill impairment expense
( 247,174 ) — ( 247,174 ) —
Other corporate and unallocated expenses (2)
( 74,420 ) ( 49,617 ) ( 190,354 ) ( 154,187 )
Loss before income taxes $ ( 266,928 ) $ ( 74,451 ) $ ( 352,316 ) $ ( 279,772 )
__________________
(1) Includes compensation, benefits, restructuring charges, 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.
(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 and FDIC insurance costs, foreign currency translation adjustments and transaction-related expenses.
Note 18. Subsequent Events
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.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis provides information that management believes is relevant to an assessment and understanding of our consolidated results of operations and financial condition. You should read this discussion and analysis in conjunction with the condensed consolidated financial statements and notes thereto included elsewhere in this Quarterly Report on Form 10-Q, as well as SoFi Technologies’ audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K filed with the SEC on March 1, 2023 and subsequent filings with the SEC. Certain amounts may not foot or tie to other disclosures due to rounding. Certain information in this discussion and analysis or set forth elsewhere in this Quarterly Report on Form 10-Q contains forward-looking statements that involve numerous risks and uncertainties, including, but not limited to, those described under the sections entitled “Cautionary Statement Regarding Forward-Looking Statements” and Part II, Item 1A. “Risk Factors” included in this Quarterly Report on Form 10-Q. We assume no obligation to update any of these forward-looking statements. Actual results may differ materially from those contained in any forward-looking statements.
Business Overview
We are a member-centric, one-stop shop for financial services that, through our Lending and Financial Services products, allows members to borrow, save, spend, invest and protect their money. We refer to our customers as “members” and “clients”.
Our mission is to help our members achieve financial independence in order to realize their ambitions. To us, financial independence does not mean being wealthy, but rather represents the ability of our members to have the financial means to achieve their personal objectives at each stage of life, such as owning a home, having a family, or having a career of their choice — more simply stated, to have enough money to do what they want. We were founded in 2011 and have developed a suite of financial products that offers the speed, selection, content and convenience that only an integrated digital platform can provide. In order for us to achieve our mission, we have to help people get their money right, which means providing them with the ability to borrow better, save better, spend better, invest better and protect better. Everything we do today is geared toward helping our members “Get Your Money Right” and we strive to innovate and build ways for our members to achieve this goal.
In order to help achieve our mission, we offer personal loans, student loans and home loans and related servicing. We also offer a variety of financial services products, such as SoFi Money, SoFi Credit Card, SoFi Invest and SoFi Relay, that provide more daily interactions with our members, and we offer products and capabilities, such as SoFi At Work, that are designed to appeal to enterprises. We have also made strategic acquisitions to further expand our platform capabilities for enterprises, which we believe will deepen our participation in the entire technology ecosystem powering digital financial services.
Our three reportable segments and their primary product offerings as of September 30, 2023 were as follows:
Members
We have created an innovative financial services platform designed to offer best-in-class products to meet the broad objectives of our members and the lifecycle of their financial needs. Our platform offers our members (as defined under “ Key
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Business Metrics ”) a suite of financial products and services, enabling them to borrow, save, spend, invest and protect their finances across one integrated platform, as well as personal financial management tools and benefits to complement our products. Our aim is to create a best-in-class, integrated financial services platform that will generate a virtuous cycle whereby positive member experiences will lead to new product adoption by existing members and enhanced profitability for each additional product by lowering overall member acquisition costs and increasing the lifetime value of our members. We refer to this virtuous cycle as our “Financial Services Productivity Loop”.
We believe that developing a relationship with our members and gaining their trust is central to our success as a financial services platform. Moreover, we believe that some of the current frictions faced by other financial institutions are caused by a disjointed and non-seamless product experience, a lack of digital customer acquisition, subpar mobile web products instead of digital native apps and incomplete product offerings to meet a customer’s holistic financial needs. Through our mobile technology and continuous effort to improve our financial services products, we are seeking to build a financial services platform that can support all of our members’ financial services needs throughout their lifetime.
Enterprises
In addition to benefiting our members, our products and capabilities are also designed to appeal to enterprises, such as financial services institutions that subscribe to our enterprise services, and have become interconnected with the SoFi platform. We have continued to expand our platform capabilities for enterprises through strategic acquisitions, including: (i) our acquisition of Galileo in 2020, which provides technology platform services to financial and non-financial institutions and which has allowed us to vertically integrate across more of our financial services, and (ii) the Technisys Merger in the first quarter of 2022, through which we added a cloud-native digital and core banking platform into our technology platform offerings and expanded our technology platform services to a broader international market. These expansions have deepened our participation in the entire technology ecosystem powering digital financial services, allowing us to not only reduce costs to operate our member-centric business, but also deliver increasing value to our enterprise customers. While our enterprises are not considered members, they are important contributors to the growth of the SoFi platform, and also have their own constituents who might benefit from our products in the future.
SoFi Bank
In February 2022, we closed the Bank Merger, pursuant to which we became a bank holding company and began operating SoFi Bank. Golden Pacific’s community bank business continues to operate as a division of SoFi Bank. As a bank holding company, we offer checking and savings accounts and credit cards through SoFi Bank. We are originating all new loan applications within SoFi Bank, and intend to continue to explore other products for SoFi Bank over time. The key current and expected financial benefits to us of operating a national bank include: (i) lowering our cost to fund loans, as we can utilize deposits held at SoFi Bank to fund loans, which have a lower borrowing cost of funds than our warehouse and securitization financing model, (ii) increasing our flexibility to hold loans on our balance sheet for longer periods, thereby enabling us to earn interest on these loans for a longer period, (iii) supporting origination volume growth by providing an alternative financing option, while also maintaining our warehouse capacity, and (iv) through deposits, providing us with meaningful member data that can allow us to better serve our members’ financial needs. See Part II, Item 1A. “ Risk Factors ” for a discussion of certain potential risks related to being a bank holding company.
International Operations
While we primarily operate in the United States, we also operate internationally in Latin America and Canada largely through Galileo and Technisys, as well as in Hong Kong through our acquisition of 8 Limited (an investment business) in 2020.
Our Reportable Segments
We conduct our business through three reportable segments: Lending, Technology Platform and Financial Services. Below is a discussion of our segments and their primary products and non-product offerings.
Lending Segment
We offer personal loans, student loans and home loans and related servicing. We believe that our market opportunity within each of these lending channels is significant. Our lending process primarily leverages an in-application, digital borrowing experience, which we believe serves as a competitive advantage as digital lending becomes increasingly ubiquitous. Furthermore, our platform supports the full transaction lifecycle, including credit application, underwriting, approval, funding and servicing. Through data derived at loan origination and throughout the servicing process, we have life-of-loan performance data on each loan in our ecosystem that we originate and on which we retain servicing, which provides a meaningful data asset.
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Net interest income, which we define as the difference between the earned interest income and interest expense to finance loans, is a key component of the profitability of our Lending segment. We implemented an FTP framework to attribute net interest income to our business segments based on their usage and/or provision of funding, under which Lending segment net interest income represents the difference between interest income earned on our loans and an FTP charge for the segment’s use of funds to originate loans, which can fluctuate based on changes in interest rates, funding curves, the composition of our balance sheet and the availability of capital. See Note 17. Business Segment Information to the Notes to Condensed Consolidated Financial Statements for additional information on the FTP framework.
Personal Loans. We originate personal loans to help our members with a variety of financial needs, such as debt consolidation, home improvement projects, family planning, travel and weddings, to name a few. We offer fixed rate loans with flexible repayment terms, including unemployment protection. We generally offer loan sizes of $5,000 to $100,000, subject to legal and/or licensing requirements, with terms generally ranging from 2 to 7 years. We regularly update the annual percentage rates offered on our personal loans.
Student Loans. We operate in the student loan refinance space, with a focus on prime and super-prime school loans, as well as the “in-school” lending space, which allows members to borrow funds while they attend school. We offer flexible loan sizes, repayment options and competitive rates. Within student loan refinancing, we generally offer loan sizes of $5,000 or higher, subject to legal and/or licensing requirements, with terms generally ranging from 5 to 20 years. Within in-school loans, we generally offer loan sizes of $1,000 or higher, subject to legal and/or licensing requirements, with terms generally ranging from 5 to 15 years. We regularly update the annual percentage rates offered on our fixed and variable-rate student loans.
Home Loans. We offer agency, non-agency and, beginning in the second quarter of 2023, certain government loans (e.g., VA and Federal Housing Administration (“FHA”) loans) for members purchasing a home or refinancing an existing mortgage. For our home loan products, we offer competitive rates, flexible down payment options for as little as 3% (or 0% for VA loans), a close on time guarantee, and educational tools and calculators. We generally offer loan sizes of $75,000 to $726,200 for one-unit properties in conforming normal cost areas (with exceptions for smaller loan sizes considered on a case-by-case basis), up to $1,089,300 for one-unit properties in conforming high cost areas (GSE-eligible loans above the normal conforming limit, which is determined by county), and up to $2,095,200 for multi-unit properties in conforming normal cost and conforming high cost areas, respectively. In addition, we offer loan sizes up to $3,000,000 for jumbo loans (loans in the jumbo loan program), up to $1,500,000 for VA loans, and up to $472,030 for FHA loans in most areas. Our fixed rate home loans generally have terms of 10, 15, 20, 25 or 30 years. We offer adjustable rate mortgage products for conforming and jumbo loans, with a fixed rate for 5, 7 or 10 years followed by rate adjustments every six months for the remainder of the 30-year term, and for VA loans, with a fixed rate for 5 years followed by rate adjustments every year for the remainder of the 30-year term. We regularly update the annual percentage rates offered on our home loans.
Lending Model
Although our lending business remains primarily a gain-on-sale model, whereby we seek to originate loans, recognize a gain from these loans and sell them into either our whole loan or securitization channels, operating SoFi Bank has also provided us with more flexibility to hold loans on our balance sheet for longer periods, thereby enabling us to maximize our return and balance our risk by earning interest on these loans for a longer period and to be selective in our sales arrangements. We sell our whole loans primarily to large financial institutions, such as bank holding companies. In securitization transactions that do not qualify for sale accounting, the related assets remain on our balance sheet and cash proceeds received are reported as liabilities, with related interest expense recognized over the life of the related borrowing. In securitization transactions that qualify for sale accounting, we typically have insignificant continuing involvement as an investor. In the case of both whole loan sales and securitizations, and with the exception of certain of our home loans, we also continue to retain servicing rights to our originated loans following transfer. We view servicing as an integral component of the Lending segment, as we believe our servicing function is an important asset because of the connection to the member it affords us throughout the life of the loan. We directly service all of the personal loans that we originate. We act as master servicer for, and rely on sub-servicers to directly service, all of our student loans and GSE conforming home loans. We believe this ongoing relationship with our members enhances the effectiveness of our Financial Services Productivity Loop by increasing member touchpoints and driving new product adoption by existing members.
We rely upon deposits, warehouse financing and our own capital to enable us to continue to expand our origination capabilities. Our ability to utilize deposits held at SoFi Bank to fund our loans has lowered our overall cost of asset-backed financing relative to alternative sources of funding.
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Underwriting Process
We have developed an extensive underwriting process across each lending product that is focused on willingness to pay (measured by credit attributes and risk scores), ability to pay (measured through income and free cash flow), and stability (measured by credit experience). A key element of our underwriting process is the ability to facilitate risk-based interest rates that we believe are appropriate for each loan using proprietary risk models through which we project quarterly loan performance, including expected losses and prepayments. We believe the outcome of this process helps us determine a more data-driven, risk-adjusted interest rate that we can offer our members.
Our personal loan and student loan underwriting models are typically based on credit reports, industry credit and bankruptcy prediction models, custom credit assessment models, and debt capacity analysis, as indicated by borrower free cash flow. Our underwriting strategy utilizes an advanced risk model that provides refined risk separation. Home loans originated by SoFi that are agency-conforming loans are subject to credit, debt service, and collateral eligibility established by GSEs. Government loans, such as VA and FHA loans, are subject to the underwriting requirements established by the appropriate government agency. In addition to these requirements, agency-conforming and government loans are subject to credit eligibility overlays imposed by SoFi as well as individual investor requirements. Other non-agency loans originated by us, such as Jumbo loans, are subject to investor credit criteria, which typically includes a minimum tri-bureau credit score, established credit history requirements, income verification, as well as maximum limits on debt-to-income service and caps on loan-to-value based on an accredited appraisal.
We also leverage our data to provide existing members a streamlined application process through automation. Across our loan products, existing members generally experience a higher approval rate than new members, subject to the existing member being in good standing on their existing products.
Technology Platform Segment
Our Technology Platform segment consists of Galileo and Technisys. Through Galileo, we provide technology platform services through a suite of program, event and authorization application programming interfaces for financial and non-financial institutions. Technisys is a cloud-native digital and core banking platform with financial services customers predominantly in Latin America. Through Technisys, we earn technology product and solutions revenue through sales of software licenses and the provision of maintenance and support services related to those software licenses. We also provide additional technology solutions for our clients as their business needs evolve over time, which we refer to as “evolution labs.”
We earn technology products and solutions fees for providing an integrated platform as a service for financial and non-financial institutions. Many technology platform segment contracts are multi-year contracts. In certain of our contracts, we provide for a variety of integrated platform services, which vary by client and are either non-cancellable or cancellable with a substantive payment. Pricing structures under these contracts are typically volume-based, or a combination of activity and volume-based, and payment terms are predominantly monthly in arrears. Many of these contracts contain minimum monthly payments, which may result in credits if we do not meet the agreed upon monthly service levels. We also earn subscription and service fees for providing software licenses and associated services, including implementation, maintenance and subsequent development work. We charge a recurring subscription fee for the software license and related maintenance services. Other software-related services are billed on a periodic basis as the services are provided. Certain arrangements for software and related services contain a provision for a fixed upfront payment.
Financial Services Segment
Our suite of financial services products, by nature, provides more daily interactions with our members and is, therefore, differentiated from our lending products, which inherently have less consistent touchpoints with our members. We offer a suite of financial services solutions, the most significant of which are discussed below.
• SoFi Money: Checking and savings accounts provide a digital banking experience. Following the Bank Merger, we began to allow members to convert their cash management accounts into checking and savings accounts held at SoFi Bank.
• SoFi Invest: A mobile-first investment platform offering members access to trading and advisory solutions, such as active investing, robo-advisory and digital assets accounts. Our interactive investing experience fosters engagement by allowing members to view and monitor other investors’ activity on the platform.
• SoFi Credit Card: Designed to help our members save, invest and pay down debt through a variable rewards program, with higher rewards offerings when redeeming into other SoFi products. Our credit card product features no annual fee and cash back rewards on purchases.
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• Loan referrals: A service through which we present loan referral leads to our affiliate partners.
• SoFi Relay: A personal finance management product that allows members to track all of their financial accounts in one place and gain meaningful insights into their financial health and habits, such as credit score monitoring and spending behaviors. SoFi Relay also provides us with unified intelligence about our members that offers information about what SoFi products and features may help our members best achieve their financial goals, allowing us to further personalize the SoFi experience for our members.
• Lantern Credit: A financial services marketplace platform developed to help applicants that do not qualify for SoFi products seek alternative products from other providers, as well as to provide a product comparison experience.
We believe that the content and features we provide within our mobile application can spur more financial education, which leads to more ways for our members to actively engage in getting their money right and can ultimately demonstrate the effectiveness of our Financial Services Productivity Loop.
We earn revenues in connection with our Financial Services segment primarily in the following ways:
• Net interest income : Net interest income is a key component of the profitability of our Financial Services segment as it relates primarily to our SoFi Money and credit card products. Net interest income on SoFi Money is based on interest income determined using our FTP framework, net of interest expense based on the interest rate offered to our members on their deposits. Net interest income on credit card is based on the contractual interest included in credit card agreements, net of interest expense as determined using the FTP framework. See Note 17. Business Segment Information to the Notes to Condensed Consolidated Financial Statements for additional information on the FTP framework.
• Referral fees : Through strategic partnerships, we earn a specified referral fee in connection with referral activity we facilitate through our platform. Referral fees are paid to us by third-party partners that offer services to end users who do not use one of our product offerings, but who were referred to the partners through our platform. We also earn referral fulfillment fees for providing pre-qualified borrower referrals to a third-party partner who separately contracts with a loan originator. Our referral fee is calculated as either a fixed price per successful referral or a percentage of the transaction volume between the enterprise partners and referred consumers.
• Interchange fees : We earn interchange fees from our SoFi-branded debit cards and credit cards, which are reduced by fees payable to card associations and other third parties. These fees are remitted by merchants and represent a percentage of the underlying transaction value processed through a payment network. We arrange for performance by a card association and bank issuer to enable certain aspects of the SoFi-branded transaction card process. We enter into contracts that establish the shared economics of SoFi-branded transaction cards.
• Brokerage fees : We earn brokerage fees primarily from our share lending and payment for order flow arrangements related to our SoFi Invest product and digital assets activity. In our share lending arrangements and payment for order flow arrangements, we benefit through a negotiated multi-year revenue sharing arrangement, since our members' brokerage activity drives the share lending and payment for order flow volume. In our digital assets arrangements, our fee is calculated as a negotiated percentage of the transaction volume.
Business Highlights
We achieved strong results for the three and nine months ended September 30, 2023, including record total net revenue of $537.2 million and $1.5 billion, respectively, representing increases of 27% and 35% over total net revenue in the same periods of 2022, respectively. We realized strong momentum in member and product growth and cross-buy adds, reflecting the benefits of our broad product suite and Financial Services Productivity Loop strategy. We added approximately 2.2 million new members from the end of the third quarter of 2022, with 7.0 million total members as of September 30, 2023, a 47% year-over-year increase. We also added 3.2 million new products over this time period, with 10.4 million total products as of September 30, 2023, a 45% year-over-year increase.
Lending segment contribution profit of $204.0 million and $597.2 million for the three and nine months ended September 30, 2023, respectively, at a margin of 58% and 59%, respectively, increased 13% and 31% over the respective 2022 periods, which had a contribution margin of 60% and 56%, respectively. Additionally, average net interest margin of 5.99% and 5.84% in the three and nine months ended September 30, 2023, respectively, increased 13 and 69 basis points, respectively, compared to 5.86% and 5.15% in the respective 2022 periods. Growth in net interest income was driven by an increase in both average interest-earning assets and average yields, partially offset by an increase in the cost of interest-bearing liabilities. Year-over-year origination volume increased 48% and 31% for the three and nine months ended September 30, 2023, respectively,
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primarily driven by demand for personal loans and despite continued macroeconomic headwinds in the student and home loan businesses. Student loans saw some increasing demand in the third quarter of 2023 ahead of the resumption of principal and interest payments on federally-held student loans, and we expect that we may continue to see an increase in student loan refinancing. Our acquisition of Wyndham in the second quarter of 2023 provided increased capacity and capabilities for our home loans product, which contributed to a notable year-over-year increase in the second and third quarters of 2023, and which we expect to continue to provide benefits during the remainder of the year.
Technology Platform segment total net revenue increased 6% and 11% for the three and nine months ended September 30, 2023 compared to the respective 2022 periods, while contribution profit of $32.2 million and $64.2 million increased 65% and 8%, respectively. Margin improvements were driven primarily by Galileo account growth and decreases in directly attributable expenses, as we begin to realize the benefits of earlier investments made to support Technology Platform product development and the integration of Galileo and Technisys. The year-to-date comparison was also impacted by a partial period of contribution from Technisys in 2022 compared to a full period of contribution in 2023. We have shifted our strategy to target larger potential clients with larger existing businesses, business-to-business clients and a more durable client base, which is expected to have a longer sales cycle. In addition, we continue to pursue a diversified durable growth strategy with expansion via new products and geographies. We expect growth in segment revenue to continue to accelerate during the remainder of the year, with increased contribution from new clients along with greater product adoption among existing clients.
Within Financial Services, contribution profit (loss) of $3.3 million and $(25.3) million for the three and nine months ended September 30, 2023, respectively, significantly improved compared to $(52.6) million and $(155.8) million in the respective 2022 periods, and total net revenue of $118.2 million and $297.4 million for the three and nine months ended September 30, 2023, respectively, increased 142% and 189% over the respective 2022 periods. We achieved continued strong growth in deposits, ending the period with $15.7 billion of deposits, allowing us to maintain diversified sources of funding and driving an increase in net interest income earned on our deposits. In addition, we grew total Financial Services products by 50% year over year. We continue to realize scale in our marketing spend and improvement in operating leverage in the segment. We expect to continue to scale our products through increased brand awareness and network effects and to be contribution profit positive in the segment at the end of 2023 and beyond.
The strength of our results underscores our belief that our suite of differentiated products and services provides the foundation for a diversified business that can endure through market cycles as well as exogenous factors. For instance, our deposit funding increases our flexibility to capture additional net interest margin and optimize returns, which typically provides more stable earnings in any macroeconomic environment, but is particularly important during times of excess macroeconomic volatility. During 2023, we continued to have strong deposit contribution from direct deposit members with a high quality median FICO score. We expect that our funding mix will continue to move towards deposit funding, which has a lower borrowing cost of funds than our warehouse and securitization financing model. We also provided our members with access to expanded FDIC insurance coverage through a network of participating banks, further enhancing our benefits offering to our members. Our Tier 1 capital ratio, as calculated under applicable regulatory capital rules, was 14.3% as of September 30, 2023.
Non-GAAP Financial Measures
Our management and Board of Directors use adjusted net revenue and adjusted EBITDA, which are non-GAAP financial measures, to evaluate our operating performance, formulate business plans, help better assess our overall liquidity position, and make strategic decisions, including those relating to operating expenses and the allocation of internal resources. Accordingly, we believe that these non-GAAP measures provide useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and Board of Directors.
Adjusted Net Revenue
Adjusted net revenue is defined as total net revenue, adjusted to exclude the fair value changes in servicing rights and residual interests classified as debt due to valuation inputs and assumptions changes, which relate only to our Lending segment. We adjust total net revenue to exclude these items, as they are non-cash charges that are not realized during the period, and therefore positive or negative changes do not impact the cash available to fund our operations. This measure helps provide our management with an understanding of the net revenue available to finance our operations and helps management better decide on the proper expenses to authorize for each of our operating segments, to ultimately help achieve target contribution profit margins. Therefore, the measure of adjusted net revenue serves as both the starting point for how we think about the liquidity generated from our operations and also the starting point for our annual financial planning, the latter of which focuses on the cash we expect to generate from our operating segments to help fund the current year’s strategic objectives. Adjusted net revenue has limitations as an analytical tool and should not be considered in isolation from, or as a substitute for, the analysis of other GAAP financial measures, such as total net revenue. The primary limitation of adjusted net revenue is its lack of
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comparability to other companies that do not utilize this measure or that use a similar measure that is defined in a different manner.
Total Net Revenue and Adjusted Net Revenue
In Thousands
The following table reconciles adjusted net revenue to total net revenue, the most directly comparable GAAP measure:
Three Months Ended September 30, Nine Months Ended September 30,
($ in thousands)
2023 2022 2023 2022
Total net revenue
$ 537,209 $ 423,985 $ 1,507,385 $ 1,116,856
Servicing rights – change in valuation inputs or assumptions (1)
(7,420) (6,182) (28,105) (26,860)
Residual interests classified as debt – change in valuation inputs or assumptions (2)
928 1,453 415 7,078
Adjusted net revenue
$ 530,717 $ 419,256 $ 1,479,695 $ 1,097,074
___________________
(1) Reflects changes in fair value inputs and assumptions on servicing rights, including conditional prepayment, default rates and discount rates. These assumptions are highly sensitive to market interest rate changes and are not indicative of our performance or results of operations. Moreover, these non-cash charges are unrealized during the period and, therefore, have no impact on our cash flows from operations. As such, these positive and negative changes are adjusted out of total net revenue to provide management and financial users with better visibility into the net revenue available to finance our operations and our overall performance.
(2) Reflects changes in fair value inputs and assumptions on residual interests classified as debt, including conditional prepayment, default rates and discount rates. When third parties finance our consolidated securitization VIEs by purchasing residual interests, we receive proceeds at the time of the closing of the securitization and, thereafter, pass along contractual cash flows to the residual interest owner. These residual debt obligations are measured at fair value on a recurring basis, but they have no impact on our initial financing proceeds, our future obligations to the residual interest owner (because future residual interest claims are limited to contractual securitization collateral cash flows), or the general operations of our business. As such, these positive and negative non-cash changes in fair value attributable to assumption changes are adjusted out of total net revenue to provide management and financial users with better visibility into the net revenue available to finance our operations.
The following table reconciles adjusted net revenue to total net revenue, the most directly comparable GAAP measure, for the quarterly periods presented:
Quarter Ended
($ in thousands) September 30,
2023 June 30,
2023 March 31,
2023 December 31,
2022 September 30,
2022
Total net revenue $ 537,209 $ 498,018 $ 472,158 $ 456,679 $ 423,985
Servicing rights – change in valuation inputs or assumptions (1)
(7,420) (8,601) (12,084) (12,791) (6,182)
Residual interests classified as debt – change in valuation inputs or assumptions (2)
928 (602) 89 (470) 1,453
Adjusted net revenue $ 530,717 $ 488,815 $ 460,163 $ 443,418 $ 419,256
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(1) See footnote (1) to the table above.
(2) See footnote (2) to the table above.
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The reconciling items to determine our non-GAAP measure of adjusted net revenue are applicable only to the Lending segment. The table below presents adjusted net revenue for the Lending segment:
Three Months Ended September 30, Nine Months Ended September 30,
($ in thousands) 2023 2022 2023 2022
Total net revenue – Lending
$ 348,973 $ 301,694 $ 1,017,495 $ 811,800
Servicing rights – change in valuation inputs or assumptions (1)
(7,420) (6,182) (28,105) (26,860)
Residual interests classified as debt – change in valuation inputs or assumptions (2)
928 1,453 415 7,078
Adjusted net revenue – Lending $ 342,481 $ 296,965 $ 989,805 $ 792,018
___________________
(1) See footnote (1) to the table above.
(2) See footnote (2) to the table above.
Adjusted EBITDA
Adjusted EBITDA is defined as net income (loss), adjusted to exclude, as applicable: (i) corporate borrowing-based interest expense (our adjusted EBITDA measure is not adjusted for warehouse or securitization-based interest expense, nor deposit interest expense and finance lease liability interest expense, as these are not direct operating expenses), (ii) income tax expense (benefit), (iii) depreciation and amortization, (iv) share-based expense (inclusive of equity-based payments to non-employees), (v) impairment expense (inclusive of goodwill impairment and property, equipment and software abandonments), (vi) transaction-related expenses, (vii) fair value changes in warrant liabilities, (viii) fair value changes in each of servicing rights and residual interests classified as debt due to valuation assumptions, and (ix) other charges, as appropriate, that are not expected to recur and are not indicative of our core operating performance.
We believe adjusted EBITDA provides a useful measure for period-over-period comparisons of our business, as it removes the effects of certain non-cash items and certain charges that are not indicative of our core operating performance or results of operations. It is also a measure that management relies upon to evaluate cash flows generated from operations, and therefore the extent of additional capital, if any, required to invest in strategic initiatives. Adjusted EBITDA has limitations as an analytical tool and should not be considered in isolation from, or as a substitute for, the analysis of other GAAP financial measures, such as net income (loss). Some of the limitations of adjusted EBITDA include that it does not reflect the impact of working capital requirements or capital expenditures and it is not a universally consistent calculation among companies in our industry, which limits its usefulness as a comparative measure.
Net Loss and Adjusted EBITDA
In Thousands
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The following table reconciles adjusted EBITDA to net loss, the most directly comparable GAAP measure:
Three Months Ended September 30, Nine Months Ended September 30,
($ in thousands)
2023 2022 2023 2022
Net loss $ (266,684) $ (74,209) $ (348,655) $ (280,401)
Non-GAAP adjustments:
Interest expense – corporate borrowings (1)
9,784 5,270 26,951 11,369
Income tax (benefit) expense (2)
(244) (242) (3,661) 629
Depreciation and amortization (3)
52,516 40,253 147,967 109,007
Share-based expense
62,005 77,855 202,109 235,018
Restructuring charges (4)
— — 4,953 —
Impairment expense (5)
247,174 — 248,417 —
Transaction-related expense (6)
(34) 100 142 17,446
Servicing rights – change in valuation inputs or assumptions (7)
(7,420) (6,182) (28,105) (26,860)
Residual interests classified as debt – change in valuation inputs or assumptions (8)
928 1,453 415 7,078
Total adjustments 364,709 118,507 599,188 353,687
Adjusted EBITDA
$ 98,025 $ 44,298 $ 250,533 $ 73,286
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(1) Our adjusted EBITDA measure adjusts for corporate borrowing-based interest expense, as these expenses are a function of our capital structure. Corporate borrowing-based interest expense includes interest on our revolving credit facility and the amortization of debt discount and debt issuance costs on our convertible notes. Revolving credit facility interest expense in the 2023 periods increased due to higher interest rates relative to the prior year periods on identical outstanding debt.
(2) Income taxes were primarily attributable to tax expense associated with the profitability of SoFi Bank in state jurisdictions where separate filings are required. For the three and nine month 2023 periods, this expense was more than offset by income tax benefits from foreign losses in jurisdictions with net deferred tax liabilities related to Technisys. See Note 14. Income Taxes to the Notes to Condensed Consolidated Financial Statements for additional information.
(3) Depreciation and amortization expense for the 2023 periods increased compared to the 2022 periods primarily in connection with acquisitions and growth in our internally-developed software balance.
(4) Restructuring charges in the nine-month 2023 period primarily included employee-related wages, benefits and severance associated with a small reduction in headcount in our Technology Platform segment in the first quarter of 2023, which do not reflect expected future operating expenses and are not indicative of our core operating performance.
(5) Impairment expense includes $247,174 related to goodwill impairment in the three and nine month 2023 periods, and $1,243 related to a sublease arrangement in the nine month 2023 period, which are not indicative of our core operating performance.
(6) Transaction-related expenses in the 2023 and 2022 periods included financial advisory and professional services costs associated with our acquisitions of Wyndham and Technisys, respectively.
(7) Reflects changes in fair value inputs and assumptions, including market servicing costs, conditional prepayment, default rates and discount rates. This non-cash change is unrealized during the period and, therefore, has no impact on our cash flows from operations. As such, these positive and negative changes in fair value attributable to assumption changes are adjusted out of net loss to provide management and financial users with better visibility into the earnings available to finance our operations.
(8) Reflects changes in fair value inputs and assumptions, including conditional prepayment, default rates and discount rates. When third parties finance our consolidated VIEs through purchasing residual interests, we receive proceeds at the time of the securitization close and, thereafter, pass along contractual cash flows to the residual interest owner. These obligations are measured at fair value on a recurring basis, which has no impact on our initial financing proceeds, our future obligations to the residual interest owner (because future residual interest claims are limited to contractual securitization collateral cash flows), or the general operations of our business. As such, these positive and negative non-cash changes in fair value attributable to assumption changes are adjusted out of net loss to provide management and financial users with better visibility into the earnings available to finance our operations.
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The following table reconciles adjusted EBITDA to net loss, the most directly comparable GAAP measure, for the quarterly periods presented:
Quarter Ended
($ in thousands)
September 30,
2023 June 30,
2023 March 31,
2023 December 31,
2022 September 30,
2022
Net loss
$ (266,684) $ (47,549) $ (34,422) $ (40,006) $ (74,209)
Non-GAAP adjustments:
Interest expense – corporate borrowings
9,784 9,167 8,000 7,069 5,270
Income tax (benefit) expense
(244) (1,780) (1,637) 1,057 (242)
Depreciation and amortization 52,516 50,130 45,321 42,353 40,253
Share-based expense 62,005 75,878 64,226 70,976 77,855
Restructuring charges — — 4,953 — —
Impairment expense 247,174 — 1,243 — —
Transaction-related expense (34) 176 — 1,872 100
Servicing rights – change in valuation inputs or assumptions (7,420) (8,601) (12,084) (12,791) (6,182)
Residual interests classified as debt – change in valuation inputs or assumptions 928 (602) 89 (470) 1,453
Total adjustments 364,709 124,368 110,111 110,066 118,507
Adjusted EBITDA
$ 98,025 $ 76,819 $ 75,689 $ 70,060 $ 44,298
Key Business Metrics
The table below presents the key business metrics that management uses to evaluate our business, measure our performance, identify trends and make strategic decisions:
September 30, 2023 September 30, 2022 % Change
Members
6,957,187 4,742,673 47 %
Total Products
10,447,806 7,199,298 45 %
Total Products — Lending segment 1,593,906 1,280,493 24 %
Total Products — Financial Services segment 8,853,900 5,918,805 50 %
Total Accounts — Technology Platform segment 136,739,131 124,332,810 10 %
See “Summary Results by Segment” for additional metrics we review at the segment level.
Members
We refer to our customers as “members”. We define a member as someone who has a lending relationship with us through origination and/or ongoing servicing, opened a financial services account, linked an external account to our platform, or signed up for our credit score monitoring service. Our members have continuous access to our certified financial planners (“CFPs”), our career advice services, our member events, our content, educational material, news, and our tools and calculators, which are provided at no cost to the member. Additionally, our mobile app and website have a member home feed that is personalized and delivers content to a member about what they must do that day in their financial life, what they should consider doing that day in their financial life, and what they can do that day in their financial life.
Once someone becomes a member, they are always considered a member unless they violate our terms of service. We adjust our total number of members in the event a member is removed in accordance with our terms of service. This could occur for a variety of reasons—including fraud or pursuant to certain legal processes—and, as our terms of service evolve together with our business practices, product offerings and applicable regulations, our grounds for removing members from our total member count could change. The determination that a member should be removed in accordance with our terms of service is subject to an evaluation process, following the completion, and based on the results, of which, relevant members and their associated products are removed from our total member count in the period in which such evaluation process concludes. However, depending on the length of the evaluation process, that removal may not take place in the same period in which the member was added to our member count or the same period in which the circumstances leading to their removal occurred. For this reason, our total member count may not yet reflect adjustments that may be made once ongoing evaluation processes, if any, conclude.
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We view members as an indication not only of the size and a measurement of growth of our business, but also as a measure of the significant value of the data we have collected over time. The data we collect from our members helps us to, among other things: (i) assess loan life performance data on each loan in our ecosystem, which can inform risk-based interest rates that we can offer our members, (ii) understand our members’ spending behavior to identify and suggest other products we offer that may align with the members’ financial needs, and (iii) enhance our opportunities to sell additional products to our members, as our members represent a vital source of marketing opportunities. When we provide additional products to members, it helps improve our unit economics per member, as we save on marketing costs that we would otherwise incur to attract new members. It also increases the lifetime value of an individual member. This in turn enhances our Financial Services Productivity Loop. Member growth is generally an indicator of future revenue, but is not directly correlated with revenues, since not all members who sign up for one of our products fully utilize or continue to use our products, and not all of our products (such as our complimentary product, SoFi Relay) provide direct sources of revenue.
Since our inception through September 30, 2023, we have served approximately 7.0 million members who have used approximately 10.4 million products on the SoFi platform.
Members
In Thousands
Total Products
Total products refers to the aggregate number of lending and financial services products that our members have selected on our platform since our inception through the reporting date, whether or not the members are still registered for such products. Total products is a primary indicator of the size and reach of our Lending and Financial Services segments. Management relies on total products metrics to understand the effectiveness of our member acquisition efforts and to gauge the propensity for members to use more than one product.
In our Lending segment, total products refers to the number of personal loans, student loans and home loans that have been originated through our platform through the reporting date, whether or not such loans have been paid off. If a member has multiple loan products of the same loan product type, such as two personal loans, that is counted as a single product. However, if a member has multiple loan products across loan product types, such as one personal loan and one home loan, that is counted as two products.
In our Financial Services segment, total products refers to the number of SoFi Money accounts (inclusive of checking and savings accounts held at SoFi Bank and cash management accounts), SoFi Invest accounts, SoFi Credit Card accounts (including accounts with a zero dollar balance at the reporting date), referred loans (which are originated by a third-party partner to which we provide pre-qualified borrower referrals), SoFi At Work accounts and SoFi Relay accounts (with either credit score monitoring enabled or external linked accounts) that have been opened through our platform through the reporting date. Checking and savings accounts are considered one account within our total products metric. Our SoFi Invest service is composed of three products: active investing accounts, robo-advisory accounts and digital assets accounts. Our members can select any one or combination of the three types of SoFi Invest products. If a member has multiple SoFi Invest products of the same account type, such as two active investing accounts, that is counted as a single product. However, if a member has multiple SoFi Invest products across account types, such as one active investing account and one robo-advisory account, those separate account types are considered separate products. In the event a member is removed in accordance with our terms of service, as discussed under “Members” above, the member’s associated products are also removed.
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Products
In Thousands
Total lending products were composed of the following:
Lending Products September 30, 2023 September 30, 2022 Variance % Change
Personal loans 1,057,995 783,645 274,350 35 %
Student loans 507,567 471,141 36,426 8 %
Home loans 28,344 25,707 2,637 10 %
Total lending products
1,593,906 1,280,493 313,413 24 %
Total financial services products were composed of the following:
Financial Services Products
September 30, 2023 September 30, 2022 Variance % Change
Money (1)
3,063,778 2,002,791 1,060,987 53 %
Invest 2,465,072 2,067,621 397,451 19 %
Credit Card 235,791 153,978 81,813 53 %
Referred loans (2)
51,301 36,538 14,763 40 %
Relay 2,958,497 1,600,102 1,358,395 85 %
At Work 79,461 57,775 21,686 38 %
Total financial services products
8,853,900 5,918,805 2,935,095 50 %
___________________
(1) Includes checking and savings accounts held at SoFi Bank, and cash management accounts.
(2) Limited to loans wherein we provide third party fulfillment services.
Technology Platform Total Accounts
In our Technology Platform segment, total accounts refers to the number of open accounts at Galileo as of the reporting date. We include intercompany accounts on the Galileo platform-as-a-service in our total accounts metric to better align with the Technology Platform segment revenue reported in Note 17. Business Segment Information to the Notes to Condensed Consolidated Financial Statements, which includes intercompany revenue. Intercompany revenue is eliminated in consolidation. Total accounts is a primary indicator of the accounts dependent upon our technology platform to use virtual card products, virtual wallets, make peer-to-peer and bank-to-bank transfers, receive early paychecks, separate savings from spending balances, make debit transactions and rely upon real-time authorizations, all of which result in revenues for the Technology Platform segment. We do not measure total accounts for the Technisys products and solutions, as the revenue model is not primarily dependent upon being a fully integrated, stand-ready service.
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Technology Platform Accounts (1)(2)
In Millions
___________________
(1) We include SoFi accounts on the Galileo platform-as-a-service in Technology Platform total accounts to better align with the presentation of Technology Platform segment total net revenue.
(2) In 2023, Technology Platform total accounts reflects the previously disclosed migration by one of our clients of the majority of its processing volumes to a pure processor. These accounts remained open for administrative purposes through the end of 2022, and were included in our total accounts in such period.
September 30, 2023 September 30, 2022 Variance % Change
Total accounts 136,739,131 124,332,810 12,406,321 10 %
Key Factors Affecting Operating Results
Our future operating results and cash flows are dependent upon a number of opportunities, challenges and other factors, including our loan origination volume, financial services products and member activity on our platform, growth in technology platform clients, competition and industry trends, general economic conditions and our ability to optimize our national bank charter. The key factors affecting our operating results are discussed in our Annual Report on Form 10-K for the year ended December 31, 2022, with notable updates provided herein.
Industry Trends and General Economic Conditions
The Federal Reserve increased the benchmark interest rate throughout 2022 and several times in 2023, largely in response to high inflation, low unemployment and strong consumer demand, while balancing macroeconomic risks, such as increased market volatility. We have continued to see strong demand for our deposits as a result of our competitive interest rate offering and expanded access to FDIC insurance coverage. However, rising interest rates have unfavorably impacted, and could continue to unfavorably impact, demand for refinancing loan products. Economic and market volatility may continue to occur and could worsen, including if there is additional turmoil in the banking and financial services sectors, which could adversely impact our liquidity, results of operations and financial condition. These market developments have negatively impacted customer confidence in the safety and soundness of certain banks. As a result, although we have not observed a decline in our overall deposits to date, our members may choose to maintain deposits with other financial institutions or spread their deposit funds among multiple financial institutions. In addition, if the Federal Reserve does not effectively curb inflation or interest rates further rise unexpectedly or too quickly or macroeconomic conditions deteriorate or do not improve, it could have a negative impact on the overall economy and result in increased unemployment, which could adversely impact our results of operations. In 2023, we saw a continuation from 2022 of elevated credit spreads across capital markets and changes in consumer credit. Our increased personal loan annualized charge-off rate year over year was reflective of our expectation of credit metrics to revert over time to more normalized levels, but remains healthy, while our higher credit card annualized charge-off rate was reflective of our maturing portfolio. Negative changes to macroeconomic conditions may result in decreased demand for our products, increased operating costs and negatively impact our results of operations.
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Fair Value of Loans
We measure our personal loans, student loans and home loans at fair value, which are level 3 measurements due to the use of unobservable inputs. These unobservable assumptions reflect estimates of inputs that market participants would use in pricing our loans.
Our fair value adjustments on loans impact our consolidated results of operations and include adjustments related to loans originated during the period, loans held at the balance sheet date, as well as gains (losses) on loans sold or repurchased during the period. Fair value adjustments made in each reporting period are impacted by factors such as, among others, interest rates, weighted average coupon, credit spreads, actual and estimated losses, prepayment speeds, duration and previous loan sale execution on similar loans. In determining our fair value assumptions, we incorporate recent data impacting the capital markets, as well as factors specific to us. Changes in these factors, either positive or negative, can have a material impact on our results of operations.
The following table summarizes the significant inputs to the fair value model for personal and student loans:
Personal Loans Student Loans
September 30,
2023 June 30,
2023 September 30,
2023 June 30,
2023
Weighted average coupon rate (1)
13.8 % 13.6 % 5.3 % 5.0 %
Weighted average annual default rate 4.6 4.6 0.5 0.5
Weighted average conditional prepayment rate 20.3 19.0 10.5 10.6
Weighted average discount rate 6.6 6.1 4.8 4.4
___________________
(1) Represents the average coupon rate on loans held on balance sheet, weighted by unpaid principal balance outstanding at the balance sheet date.
As of the third quarter of 2023 relative to the second quarter of 2023, we observed the following trends:
• The weighted average coupon rates on personal loans and student loans increased by 20 bps and 30 bps, respectively, which reflects rate increases passed on to borrowers as benchmark interest rates have increased, combined with higher personal and student loan originations.
• The two and five year swap rates increased by 16 bps and 43 bps, respectively, as well as the applicable benchmark rate forward curve. For personal loans, our discount rate assumptions increased in the third quarter primarily due to larger spreads indicated by asset-backed security and secondary bond markets, as well as the impacts of the increased benchmark rates. For student loans, our discount rate assumptions increased in the third quarter primarily due to the impacts of the increased benchmark rates.
• Annualized net charge-off rates on personal loans and student loans in the third quarter of 2023 were 3.44% and 0.38%, respectively, which remained lower than the assumed weighted average default rates in our fair value model of 4.6% and 0.5%, respectively. Our fair value assumption for annual default rate incorporates fair value markdowns on loans beginning when they are 10 days or more delinquent, with additional markdowns at 30 days, 60 days and 90 days past due. For instance, personal loans are marked down on average 70% when the loans are 30 days past due.
The combination of these and other factors, including higher in period originations, resulted in fair value gains recognized on our personal loans portfolio and fair value losses recognized on our student loans portfolio during the third quarter of 2023.
Student Loan Relief
In June 2023, Congress passed the Fiscal Responsibility Act of 2023 which, among other things, ended the suspension of principal and interest payments on federally-held student loans pursuant to the CARES Act passed in 2020, which became effective 60 days after June 30, 2023, as well as prohibits the Secretary of Education from implementing any extension of any executive action or rule pursuant thereto. Additionally, in August 2022, President Biden announced relief measures for federal student loan borrowers, including forgiveness of $10,000 of student loans (or up to $20,000 if student loans are Pell Grants) for anyone earning less than $125,000 annually and certain changes to income-driven repayment plans for student loans (the “Biden Forgiveness Program”). Although the U.S. Supreme Court subsequently struck down the Biden Forgiveness Program, President Biden indicated between October 1, 2023 and September 30, 2024, he would allow federal loan borrowers to not be considered delinquent if they miss a payment and that the U.S. Department of Education will not refer borrowers who fail to pay their student loan bills to credit agencies. In addition, on July 14, 2023, President Biden announced that $39 billion in federal student loan debt would be eliminated to remedy mistakes of loan servicers, and other student loan holders will have
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their loans adjusted. On October 4, 2023, the Biden Administration approved an additional 125,000 borrowers for student loan debt relief, totaling an additional $9 billion in student debt forgiveness.
While we expect we may continue to see an increase in student loan refinancing volume following the end of the federal student loan payment moratorium after August 30, 2023, as borrowers may look to refinance at a lower rate or, given the high interest rate environment, may look to extend the loan term, the timing and impact to our student loan refinancing product will largely depend on expectations regarding the introduction or implementation of additional relief measures, the interest rate environment, how competitive our student loan refinancing products are compared to our competitors and macroeconomic factors.
Consolidated Results of Operations
The following table sets forth selected consolidated statements of income data:
Three Months Ended
September 30, 2023 vs 2022
Nine Months Ended
September 30, 2023 vs 2022
($ in thousands)
2023 2022 $ Change % Change 2023 2022 $ Change % Change
Net interest income $ 344,963 $ 157,850 $ 187,113 119 % $ 872,099 $ 375,512 $ 496,587 132 %
Total noninterest income 192,246 266,135 (73,889) (28) 635,286 741,344 (106,058) (14)
Total net revenue 537,209 423,985 113,224 27 1,507,385 1,116,856 390,529 35
Total noninterest expense 804,137 498,436 305,701 61 1,859,701 1,396,628 463,073 33
Loss before income taxes (266,928) (74,451) (192,477) 259 (352,316) (279,772) (72,544) 26
Income tax benefit (expense) 244 242 2 1 3,661 (629) 4,290 n/m
Net loss $ (266,684) $ (74,209) $ (192,475) 259 % $ (348,655) $ (280,401) $ (68,254) 24 %
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Net Interest Income
The tables below present average balance and interest information for each major category of interest-earning assets and interest-bearing liabilities, along with net interest income and net interest margin.
Average Balances and Net Interest Earnings Analysis
Three Months Ended September 30, 2023 Three Months Ended September 30, 2022
($ in thousands) Average Balances (1)
Interest Income/Expense Average Yield/Rate Average Balances (1)
Interest Income/Expense Average Yield/Rate
Assets
Interest-earning assets:
Interest-bearing deposits with banks $ 2,342,361 $ 24,485 4.15 % $ 1,067,810 $ 2,529 0.95 %
Investment securities 517,786 1,838 1.41 504,365 3,097 2.46
Loans (2)
19,996,570 537,947 10.67 9,150,847 191,525 8.37
Total interest-earning assets 22,856,717 564,270 9.79 10,723,022 197,151 7.35
Total noninterest-earning assets 3,116,217 3,019,934
Total assets
$ 25,972,934 $ 13,742,956
Liabilities, Temporary Equity and Permanent Equity
Interest-bearing liabilities:
Demand deposits $ 2,355,243 $ 12,837 2.16 % $ 1,982,603 $ 7,769 1.57 %
Savings deposits 9,416,236 104,375 4.40 1,453,458 6,114 1.68
Time deposits 2,244,196 28,351 5.01 354,211 266 0.30
Total interest-bearing deposits 14,015,675 145,563 4.12 3,790,272 14,149 1.49
Warehouse facilities 3,223,333 51,257 6.31 1,523,903 12,539 3.29
Securitization debt 724,063 9,374 5.14 487,142 4,492 3.69
Other debt (3)
1,644,295 13,113 3.16 1,647,221 7,988 1.94
Total debt 5,591,691 73,744 5.23 3,658,266 25,019 2.74
Residual interests classified as debt 10,744 — — 48,894 904 7.40
Total interest-bearing liabilities 19,618,110 219,307 4.44 7,497,432 40,072 2.14
Total noninterest-bearing liabilities 783,925 735,086
Total liabilities 20,402,035 8,232,518
Total temporary equity 320,374 320,374
Total permanent equity 5,250,525 5,190,064
Total liabilities, temporary equity and permanent equity $ 25,972,934 $ 13,742,956
Net interest income (4)
$ 344,963 $ 157,079
Net interest margin (5)
5.99 % 5.86 %
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(1) Average balances were calculated on daily carrying balances for the 2023 period and on four-month ending carrying balances for the 2022 period, as the daily analysis in the prior period would have involved undue burden. Both average calculations are representative of our operations.
(2) Interest income on loans measured at amortized cost for the 2022 period includes amortization of deferred loan fees, net of deferred loan costs, which were not material.
(3) Interest expense on other debt primarily includes debt issuance and discount expense, as well as interest expense on the revolving credit facility.
(4) Net interest income is calculated as the excess of total interest income on interest-earning assets over total interest expense on interest-bearing liabilities.
(5) Net interest margin is calculated as net interest income divided by total average interest-earning assets.
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Nine Months Ended September 30, 2023 Nine Months Ended September 30, 2022
($ in thousands) Average Balances (1)
Interest Income/Expense Average Yield/Rate Average Balances (1)
Interest Income/Expense Average Yield/Rate
Assets
Interest-earning assets:
Interest-bearing deposits with banks $ 1,973,892 $ 57,094 3.87 % $ 1,168,934 $ 3,930 0.45 %
Investment securities 486,931 11,259 3.09 521,027 9,107 2.33
Loans (2)
17,520,517 1,337,476 10.21 8,007,445 451,247 7.51
Total interest-earning assets 19,981,340 1,405,829 9.41 9,697,406 464,284 6.38
Total noninterest-earning assets 3,140,883 2,614,678
Total assets
$ 23,122,223 $ 12,312,084
Liabilities, Temporary Equity and Permanent Equity
Interest-bearing liabilities:
Demand deposits $ 2,100,866 $ 38,611 2.46 % $ 1,146,498 $ 10,696 1.24 %
Savings deposits 7,409,745 225,649 4.07 761,377 8,130 1.42
Time deposits 1,701,417 60,948 4.79 148,299 297 0.27
Total interest-bearing deposits 11,212,028 325,208 3.88 2,056,174 19,123 1.24
Warehouse facilities 3,093,592 139,513 6.03 2,076,242 32,159 2.07
Securitization debt 823,457 30,570 4.96 553,790 15,229 3.67
Other debt (3)
1,644,427 38,298 3.11 1,644,414 19,670 1.59
Total debt 5,561,476 208,381 5.01 4,274,446 67,058 2.09
Residual interests classified as debt 13,334 141 1.41 64,681 3,469 7.15
Total interest-bearing liabilities 16,786,838 533,730 4.25 6,395,301 89,650 1.87
Total noninterest-bearing liabilities 754,024 639,926
Total liabilities 17,540,862 7,035,227
Total temporary equity 320,374 320,374
Total permanent equity 5,260,987 4,956,483
Total liabilities, temporary equity and permanent equity $ 23,122,223 $ 12,312,084
Net interest income (4)
$ 872,099 $ 374,634
Net interest margin (5)
5.84 % 5.15 %
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(1) Average balances were calculated on daily carrying balances for the 2023 period and on ten-month ending carrying balances for the 2022 period, as the daily analysis in the prior period would have involved undue burden. Both average calculations are representative of our operations.
(2) Interest income on loans measured at amortized cost for the 2022 period includes amortization of deferred loan fees, net of deferred loan costs, which were not material.
(3) Interest expense on other debt primarily includes debt issuance and discount expense, as well as interest expense on the revolving credit facility.
(4) Net interest income is calculated as the excess of total interest income on interest-earning assets over total interest expense on interest-bearing liabilities.
(5) Net interest margin is calculated as net interest income divided by total average interest-earning assets.
For the three months ended September 30, 2023 compared to the three months ended September 30, 2022, net interest income increased by $187.1 million, or 119%, and net interest margin increased by 13 basis points. For the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022, net interest income increased by $496.6 million, or 132%, and net interest margin increased by 69 basis points. The increases were primarily driven by higher interest income from (i) personal loans, which was primarily a function of increases in the average balance and origination volume, as well as longer loan holding periods for both personal and student loans, and (ii) interest-bearing deposits with banks, which reflected our strong liquidity position in a rising interest rate environment. Average interest-earning assets increased by 113% and 106% during the three and nine-month periods, respectively, and average yields increased by 244 and 303 basis points, respectively.
These increases were partially offset by higher interest expense on deposits attributable to a higher average balance and higher interest rates offered to our members, and higher interest expense on warehouse facilities attributable to a higher average balance and higher interest rates incurred on our facilities, all of which are reflective of the higher interest rate environment year over year.
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Analysis of Changes in Net Interest Income
The following table presents period-over-period changes in net interest income and the extent to which the variances are attributable to changes in the volume of our interest-earning assets and interest-bearing liabilities or changes in the interest rates related to these assets and liabilities:
Three Months Ended September 30, Nine Months Ended September 30,
2023 vs. 2022 2023 vs. 2022
Increase (Decrease) Due to Change in (1) :
Increase (Decrease) Due to Change in (1) :
($ in thousands) Volume Rate Total Variance Volume Rate Total Variance
Interest income:
Interest-bearing deposits with banks $ 13,324 $ 8,632 $ 21,956 $ 23,283 $ 29,881 $ 53,164
Investment securities 47 (1,306) (1,259) (789) 2,941 2,152
Loans 291,771 54,651 346,422 726,206 160,023 886,229
Total interest income
305,142 61,977 367,119 748,700 192,845 941,545
Interest expense:
Interest-bearing deposits 106,198 25,216 131,414 265,568 40,517 306,085
Debt 25,498 23,227 48,725 48,223 93,100 141,323
Residual interests classified as debt — (904) (904) (544) (2,784) (3,328)
Total interest expense
131,696 47,539 179,235 313,247 130,833 444,080
Net interest income
$ 173,446 $ 14,438 $ 187,884 $ 435,453 $ 62,012 $ 497,465
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(1) We calculate the changes in interest income and interest expense separately for each item. Volume and rate changes have been allocated on a consistent basis using the respective percentage changes in average balances and average rates.
Noninterest Income and Net Revenue
The following table presents the components of our total noninterest income, as well as total net revenue:
Three Months Ended
September 30, 2023 vs 2022
Nine Months Ended
September 30, 2023 vs 2022
($ in thousands)
2023 2022 $ Change % Change 2023 2022 $ Change % Change
Loan origination and sales $ 81,683 $ 163,697 $ (82,014) (50) % $ 311,258 $ 465,815 $ (154,557) (33) %
Securitizations (6,298) (8,772) 2,474 (28) (22,375) (31,790) 9,415 (30)
Servicing 8,009 7,296 713 10 29,803 30,003 (200) (1)
Technology products and solutions 81,856 82,035 (179) — 236,946 223,562 13,384 6
Other 26,996 21,879 5,117 23 79,654 53,754 25,900 48
Total noninterest income
$ 192,246 $ 266,135 $ (73,889) (28) $ 635,286 $ 741,344 $ (106,058) (14)
Total net revenue
$ 537,209 $ 423,985 $ 113,224 27 % $ 1,507,385 $ 1,116,856 $ 390,529 35 %
Three Months. Total noninterest income decreased by $73.9 million, or 28%, for the three months ended September 30, 2023 compared to the three months ended September 30, 2022, which was primarily attributable to: (i) higher loan write-offs in the 2023 period, (ii) the net effect of lower income related to in-period originations, loan sale execution and fair value adjustments on loans, which were primarily impacted by higher benchmark rates, higher personal loan origination volume and longer loan holding periods, as well as lower gains on loan hedging activities due to smaller increases in interest rates during the 2023 period, (iii) higher origination fees primarily related to a new product feature offered on personal loans, whereby a borrower may optionally elect to pay origination fees to qualify for a lower annual percentage rate, and (iv) increased interchange and brokerage revenue.
Nine Months. Total noninterest income decreased by $106.1 million, or 14%, for the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022, which was primarily attributable to: (i) higher loan write-offs in the 2023 period, (ii) the net effect of lower gains on loan hedging activities due to smaller increases in interest rates during the 2023 period, partially offset by higher income related to in period originations, loan sale execution and fair value adjustments on loans, which were primarily impacted by higher personal loan origination volume and lower student loan prepayment
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assumptions, (iii) higher origination fees primarily related to a new product feature offered on personal loans, whereby a borrower may optionally elect to pay origination fees to qualify for a lower annual percentage rate, (iv) improved securitizations income driven by a positive variance in our securitization bond fair values, and an increase in securitization loan fair market values primarily associated with a consolidated securitization transaction in the first quarter of 2023, partially offset by lower gains in the 2023 period on risk retention hedge activities, (v) growth in technology products and solutions fees largely driven by revenue contribution from Technisys for the full period in 2023, and (vi) increased interchange revenue.
Noninterest Expense
The following table presents the components of our total noninterest expense:
Three Months Ended
September 30, 2023 vs 2022
Nine Months Ended
September 30, 2023 vs 2022
($ in thousands)
2023 2022 $ Change % Change 2023 2022 $ Change % Change
Technology and product development $ 125,698 $ 110,702 $ 14,996 14 % $ 369,602 $ 291,976 $ 77,626 27 %
Sales and marketing 186,719 162,129 24,590 15 544,695 444,121 100,574 23
Cost of operations 98,258 83,083 15,175 18 276,051 232,611 43,440 19
General and administrative 124,457 126,199 (1,742) (1) 379,326 388,533 (9,207) (2)
Goodwill impairment 247,174 — 247,174 n/m 247,174 — 247,174 n/m
Provision for credit losses 21,831 16,323 5,508 34 42,853 39,387 3,466 9
Total noninterest expense
$ 804,137 $ 498,436 $ 305,701 61 % $ 1,859,701 $ 1,396,628 $ 463,073 33 %
Three Months . Total noninterest expense increased by $305.7 million, or 61%, for the three months ended September 30, 2023 compared to the three months ended September 30, 2022, primarily driven by: (i) goodwill impairment expense related to the Galileo and Technisys reporting units, further discussed within “ Critical Accounting Policies and Estimates—Goodwill ”,(ii) increases in utilization of lead generation channels, advertising and marketing expenditures and direct member incentives, and (iii) increased amortization of purchased and internally-developed software, and in tools and subscriptions costs, reflective of continued investments in technology.
Nine Months . Total noninterest expense increased by $463.1 million, or 33%, for the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022, primarily driven by: (i) goodwill impairment expense related to the Galileo and Technisys reporting units, further discussed within “ Critical Accounting Policies and Estimates—Goodwill ”, (ii) increases in advertising and marketing expenditures, utilization of lead generation channels and direct member incentives, (iii) higher employee compensation and benefits, which was attributable to increases in headcount and salary and the inclusion of Technisys for the full 2023 period compared to a partial period in 2022, related to support of our growth and impacts of the inflationary environment, as well as restructuring charges during the first quarter of 2023 and partially offset by decreases in share-based compensation expense, (iv) increased amortization of purchased and internally-developed software, and in tools and subscriptions costs, reflective of continued investments in technology, and (v) increases in amortization of intangible assets primarily due to acquired intangible assets in the Technisys Merger and Wyndham acquisition. These increases were partially offset by the absence of transaction expenses that were incurred in the 2022 period related to our acquisition of Technisys.
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Provision for Credit Losses
Analysis of Allowance for Credit Losses
Allowance for Credit Losses Ratios
The following table presents the ratio of allowance for credit losses to total loans outstanding that are measured at amortized cost:
($ in thousands) September 30, 2023 September 30, 2022
Allowance for credit losses to total loans outstanding
Allowance for credit losses
$ 51,923 $ 34,370
Total loans held for investment outstanding (1)
$ 407,693 $ 310,527
Ratio (2)
12.74 % 11.07 %
__________________
(1) Total loans outstanding excludes accrued interest.
(2) The increase in the ratio was attributable to credit cards and was primarily reflective of an increase in the average balance combined with elevated loss rates.
We omitted the credit ratios associated with nonaccrual loans, as the balance of nonaccrual loans was immaterial.
Allocation of Allowance for Credit Losses
The following table presents the allocation of the allowance for credit losses and the percentage of loans outstanding by category to total loans outstanding that are measured at amortized cost:
September 30, 2023 September 30, 2022
($ in thousands) Allowance for credit losses Percent of loans to total loans (1)
Allowance for credit losses Percent of loans to total loans (1)
Credit card
$ 50,055 72 % $ 32,960 70 %
Commercial and consumer banking 1,868 28 1,410 30
Total $ 51,923 100 % $ 34,370 100 %
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(1) Loans outstanding balances used in the calculation exclude accrued interest.
Analysis of Charge-offs
The following tables present information regarding average loans outstanding, net charge-offs and the annualized ratio of net charge-offs to average loans outstanding:
Three Months Ended September 30, 2023 Three Months Ended September 30, 2022
($ in thousands) Average Loans (1)
Net Charge-offs (2)
Ratio Average Loans (1)
Net Charge-offs (2)
Ratio
Personal loans $ 13,895,181 $ 120,372 3.44 % $ 4,914,715 $ 23,961 1.95 %
Student loans 5,662,842 5,432 0.38 3,837,742 3,169 0.33
Home loans 80,614 — — 131,067 — —
Credit card (3)
247,694 11,127 17.82 182,490 5,133 11.25
Commercial and consumer banking 110,239 8 0.03 84,833 (5) n/m
Total loans $ 19,996,570 $ 136,939 2.72 % $ 9,150,847 $ 32,258 1.41 %
Nine Months Ended September 30, 2023 Nine Months Ended September 30, 2022
($ in thousands) Average Loans (1)
Net Charge-offs (2)
Ratio Average Loans (1)
Net Charge-offs (2)
Ratio
Personal loans $ 11,731,420 $ 278,778 3.18 % $ 3,790,432 $ 42,412 1.49 %
Student loans 5,375,562 15,432 0.38 3,844,797 8,470 0.29
Home loans 75,002 — — 149,461 — —
Credit card (3)
230,849 31,713 18.37 156,295 12,438 10.61
Commercial and consumer banking 107,684 5 0.01 66,460 (4) n/m
Total loans $ 17,520,517 $ 325,928 2.49 % $ 8,007,445 $ 63,316 1.05 %
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(1) Average balances were calculated on daily carrying balances for the 2023 periods and on four-month or ten-month ending carrying balances for the 2022 periods, as the daily analysis in the prior period would have involved undue burden. Both average calculations are representative of our operations.
(2) Net charge-offs include both credit- and certain non-credit-related charge-offs.
(3) The increase in the net charge-off rate associated with credit card was primarily related to our maturing portfolio.
The provision for credit losses for the three and nine months ended September 30, 2023 increased by $5.5 million, or 34%, and $3.5 million, or 9%, respectively, compared to the same periods in 2022. The increase during the three-month period was primarily related to growth in total credit card balances.
Income Taxes
For the three and nine months ended September 30, 2023, we recorded income tax benefit of $0.2 million and $3.7 million, respectively. For the three and nine months ended September 30, 2022, we recorded income tax benefit (expense) of $0.2 million and $(0.6) million, respectively. Income taxes were primarily attributable to tax expense associated with the profitability of SoFi Bank in state jurisdictions where separate filings are required. For the three and nine month 2023 periods, this expense was more than offset by income tax benefits from foreign losses in jurisdictions with net deferred tax liabilities related to Technisys.
Summary Results by Segment
Contribution profit (loss) is the primary measure of segment-level profit and loss that, along with our key business metrics, is used by management to evaluate our business, measure our performance, identify trends and make strategic decisions. Contribution profit (loss) is defined as total net revenue for each reportable segment less expenses directly attributable to the reportable segment and, in the case of our Lending segment, adjusted for fair value adjustments attributable to assumption changes associated with our servicing rights and residual interests classified as debt. See the sections entitled “Consolidated Results of Operations” , “Summary Results by Segment” and “Non-GAAP Financial Measures” for discussion and analysis of these key financial measures.
Lending Segment
In the table below, we present certain metrics related to our Lending segment:
Three Months Ended
September 30, 2023 vs 2022
Nine Months Ended
September 30, 2023 vs 2022
Metric
2023 2022 $ Change % Change 2023 2022 Change % Change
Total products (number, as of period end) 1,593,906 1,280,493 313,413 24 % 1,593,906 1,280,493 313,413 24 %
Origination volume ($ in thousands, during period)
Personal loans $ 3,885,967 $ 2,809,759 $ 1,076,208 38 % $ 10,578,306 $ 7,307,612 $ 3,270,694 45 %
Student loans 919,330 457,184 462,146 101 1,840,070 1,839,710 360 —
Home loans 355,698 216,246 139,452 64 688,608 860,676 (172,068) (20)
Total $ 5,160,995 $ 3,483,189 $ 1,677,806 48 % $ 13,106,984 $ 10,007,998 $ 3,098,986 31 %
Loans with a balance (number, as of period end) (1)
967,851 717,148 250,703 35 % 967,851 717,148 250,703 35 %
Average loan balance ($, as of period end) (1)
Personal loans $ 24,221 $ 24,772 $ (551) (2) % $ 24,221 $ 24,772 $ (551) (2) %
Student loans (2)
44,828 47,152 (2,324) (5) 44,828 47,152 (2,324) (5)
Home loans 285,773 286,855 (1,082) — 285,773 286,855 (1,082) —
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(1) Loans with a balance and average loan balance include loans on our balance sheet, as well as transferred loans and referred loans with which we have a continuing involvement through our servicing agreements.
(2) In-school loans carry a lower average balance than student loan refinancing products.
Total Products
Total products in our Lending segment is a subset of our total products metric. See “ Key Business Metrics ” for further discussion of this measure as it relates to our Lending segment.
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Origination Volume
We refer to the aggregate dollar amount of loans originated through our platform in a given period as origination volume. Origination volume is an indicator of the size and health of our Lending segment and an indicator (together with the relevant loan characteristics, such as interest rate and prepayment and default expectations) of revenues and profitability. Changes in origination volume are driven by the addition of new members and existing members, the latter of which at times will either refinance into a new SoFi loan or secure an additional, concurrent loan, as well as macroeconomic factors impacting consumer spending and borrowing behavior. Since the profitability of the Lending segment is largely correlated with origination volume, management relies on origination volume trends to assess the need for external financing to support the Financial Services segment and the expense budgets for unallocated expenses.
Personal Loans. During the three and nine months ended September 30, 2023, personal loan origination volume increased significantly relative to the corresponding 2022 periods, primarily due to increased demand driven by expanded marketing efforts and increased demand for debt consolidation products in a rising interest rate environment.
Student Loans. During the three months ended September 30, 2023, student loan origination volume increased significantly relative to the corresponding 2022 period, as demand for student loan refinancing products increased ahead of the resumption of principal and interest payments on federally-held student loans as borrowers look to refinance at a lower rate or, given the high interest rate environment, to extend the loan term. During the nine months ended September 30, 2023, student loan origination volume remained flat relative to the corresponding 2022 period, primarily due to the unfavorable impact of the suspension of principal and interest payments on federally-held student loans through August 30, 2023 and the expectation of debt cancellation for certain federal student loan borrowers which was struck down by the U.S. Supreme Court in June 2023, combined with a continued rising interest rate environment in 2023. See “Key Factors Affecting Operating Results—Student Loan Relief” for additional discussion of student loans.
Home Loans. During the three months ended September 30, 2023, home loan origination volume increased significantly relative to the corresponding 2022 period aided by the increased capacity and capabilities subsequent to our acquisition of Wyndham. During the nine months ended September 30, 2023, home loan origination volume decreased significantly relative to the corresponding 2022 period due to continued rising interest rates, which tends to lower demand for home loans overall and shift demand from refinance originations to purchase originations, the latter of which is a more competitive landscape. Although purchase originations historically represented a smaller percentage of our home loan originations, our mix during the 2023 period has shifted toward more purchase originations, which we would expect to continue under similar macroeconomic conditions. Our home loan origination volume increased notably in the second and third quarters of 2023 compared to the first quarter of 2023, aided by the increased capacity and capabilities subsequent to our acquisition of Wyndham, which we expect to continue to provide benefits during the remainder of the year.
Loans with a Balance and Average Loan Balance
Loans with a balance refers to the number of loans that have a balance greater than zero dollars as of the reporting date. Loans with a balance allows management to better understand the unit economics of acquiring a loan in relation to the lifetime value of that loan. Average loan balance is defined as the total unpaid principal balance of the loans divided by loans with a balance within the respective loan product category as of the reporting date. Average loan balance tends to fluctuate based on the pace of loan originations relative to loan repayments and the initial loan origination size.
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In the table below, we present additional information related to our lending products:
Three Months Ended September 30, Nine Months Ended September 30,
($ in thousands)
2023 2022 2023 2022
Overall weighted average origination FICO
751 749 750 752
Personal Loans
Weighted average origination FICO 744 746 745 747
Weighted average interest rate earned (1)
13.57 % 12.22 % 13.20 % 11.65 %
Interest income recognized
$ 452,771 $ 143,757 $ 1,103,979 $ 317,342
Sales of loans $ 15,006 $ 749,648 $ 65,019 $ 2,851,466
Student Loans
Weighted average origination FICO 781 771 775 773
Weighted average interest rate earned (1)
5.17 % 4.23 % 5.01 % 4.09 %
Interest income recognized
$ 72,081 $ 40,019 $ 196,510 $ 115,859
Sales of loans $ — $ 74,080 $ 96,678 $ 877,920
Home Loans
Weighted average origination FICO 755 747 756 747
Weighted average interest rate earned (1)
5.67 % 4.37 % 5.51 % 3.24 %
Interest income recognized
$ 1,276 $ 1,499 $ 3,441 $ 3,731
Sales of loans $ 333,843 $ 251,821 $ 678,136 $ 959,971
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(1) Weighted average interest rate earned represents annualized interest income recognized divided by the average unpaid principal balances of loans outstanding during the period, determined on a daily basis for the 2023 periods and on a four-month or ten-month basis for the 2022 periods, as the daily analysis in the prior period would have involved undue burden. Both average calculations are representative of our operations.
Lending Segment Results of Operations
The following table presents the measure of contribution profit for the Lending segment:
Three Months Ended
September 30, 2023 vs 2022
Nine Months Ended
September 30, 2023 vs 2022
($ in thousands)
2023 2022 $ Change % Change 2023 2022 $ Change % Change
Net interest income $ 265,215 $ 139,516 $ 125,699 90 % $ 698,147 $ 347,873 $ 350,274 101 %
Noninterest income 83,758 162,178 (78,420) (48) 319,348 463,927 (144,579) (31)
Total net revenue
348,973 301,694 47,279 16 1,017,495 811,800 205,695 25
Servicing rights – change in valuation inputs or assumptions (1)
(7,420) (6,182) (1,238) 20 (28,105) (26,860) (1,245) 5
Residual interests classified as debt – change in valuation inputs or assumptions (2)
928 1,453 (525) (36) 415 7,078 (6,663) (94)
Directly attributable expenses (138,525) (116,403) (22,122) 19 (392,642) (336,814) (55,828) 17
Contribution profit
$ 203,956 $ 180,562 $ 23,394 13 % $ 597,163 $ 455,204 $ 141,959 31 %
Adjusted net revenue (3)
$ 342,481 $ 296,965 $ 45,516 15 % $ 989,805 $ 792,018 $ 197,787 25 %
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(1) 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 condensed consolidated statements of operations and comprehensive 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.
(2) 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. These obligations are measured at fair value on a recurring basis, with fair value changes recorded within noninterest income in the condensed consolidated statements of operations and comprehensive loss. The fair value change attributable to assumption changes has no impact on our initial financing proceeds, our future obligations to the residual interest owner (because future residual interest claims are limited to contractual securitization collateral cash flows), or the general operations of our business. As such, this non-cash change in fair value is adjusted to provide management and financial users with better visibility into the cash flows available to finance our operations.
(3) Adjusted net revenue is a non-GAAP financial measure. For information regarding our use and definition of this measure and for a reconciliation to the most directly comparable U.S. GAAP measure, total net revenue, see “ Non-GAAP Financial Measures ” herein.
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Net interest income
Net interest income in our Lending segment increased by $125.7 million, or 90%, and by $350.3 million, or 101%, for the three and nine months ended September 30, 2023, respectively, compared to the same periods in 2022, which was primarily attributable to increases in average personal loan unpaid principal balances of $7.9 billion (173%) and $6.9 billion (200%), respectively, and in average student loan unpaid principal balances of $1.9 billion (57%) and $1.7 billion (51%), respectively, combined with a higher weighted average interest rate. The personal loan average balance increase was primarily attributable to higher origination volume and longer loan holding periods. The student loan average balance increase was primarily attributable to longer loan holding periods. Interest expense associated with funding our lending activities increased by $214.5 million, or 443%, and by $516.5 million, or 532%, for the three and nine-month year-over-year periods, respectively, primarily due to the sharp increases in benchmark rates which are reflective of the higher interest rate environment year over year, as well as higher average loan balances.
Noninterest income
Noninterest income in our Lending segment decreased by $78.4 million, or 48%, and by $144.6 million, or 31%, for the three and nine months ended September 30, 2023, respectively, compared to the same periods in 2022, which was primarily driven by lower loan origination and sales income of $82.0 million and $154.6 million, respectively. For the nine month period, this was partially offset by higher securitizations income of $9.4 million.
Loan Origination and Sales
The following table presents the components of noninterest income—loan origination and sales :
Three Months Ended
September 30, 2023 vs 2022
Nine Months Ended
September 30, 2023 vs 2022
($ in thousands) 2023 2022 $ Change % Change 2023 2022 $ Change % Change
In period originations, loan sale execution and fair value adjustments (1)
$ 57,450 $ 88,026 $ (30,576) (35) % $ 337,425 $ 183,098 $ 154,327 84 %
Economic derivative hedges of loan fair values 80,029 106,240 (26,211) (25) 165,531 336,382 (170,851) (51)
Other derivative instruments (2)
2,180 (6,087) 8,267 n/m 4,443 (10,711) 15,154 n/m
Loan origination fees 56,394 2,238 54,156 n/m 73,577 6,169 67,408 n/m
Loan write-off expense – whole loans (3)
(115,410) (26,021) (89,389) 344 (271,437) (47,698) (223,739) 469
Loan repurchase (expense) benefit (4)
(515) 479 (994) n/m (243) 2,266 (2,509) n/m
Other 1,562 (1,174) 2,736 n/m 1,988 (3,661) 5,649 n/m
Loan origination and sales noninterest income
$ 81,690 $ 163,701 $ (82,011) (50) % $ 311,284 $ 465,845 $ (154,561) (33) %
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(1) Includes fair value adjustments on loans originated during the period, fair value adjustments on loans held at the balance sheet date, as well as gains (losses) on loans sold during the period. Fair value adjustments are impacted by interest rates, weighted average coupon, credit spreads, actual and estimated losses, prepayment speeds, duration and previous loan sale execution on similar loans.
(2) Includes IRLCs, interest rate caps and purchase price earn-out.
(3) For the three months ended September 30, 2023 and 2022, includes gross write-offs of $134.1 million and $31.4 million, respectively. Total recoveries were $18.7 million and $5.4 million, respectively, of which $13.2 million and $2.7 million, respectively, were captured via loan sales to a third-party collection agency. For the nine months ended September 30, 2023 and 2022, includes gross write-offs of $320.5 million and $60.9 million, respectively. Total recoveries were $49.1 million and $13.2 million, respectively, of which $30.8 million and $4.4 million, respectively, were captured via loan sales to a third-party collection agency. The increases in loan write-off expense were related to increased origination volume and longer loan holding periods.
(4) Represents the (expense) benefit associated with our estimated loan repurchase obligation. See Note 15. Commitments, Guarantees, Concentrations and Contingencies to the Notes to Condensed Consolidated Financial Statements for additional information.
Three Months . The decrease in loan origination and sales income was primarily driven by: (i) higher personal loan write-offs in the 2023 period, primarily driven by longer loan holding periods and elevated charge off rates, and (ii) lower fair value gains on personal loans and higher fair value losses on student loans, which were primarily impacted by higher benchmark rates, higher personal and student loan origination volume, and longer loan holding periods, and (iii) lower gains in the 2023 period on personal loan and student loan interest rate swap positions primarily driven by smaller increases in interest rates during the 2023 period. This decrease was partially offset by: (i) higher origination fees primarily related to a new product feature offered on personal loans, whereby a borrower may optionally elect to pay origination fees to qualify for a lower annual
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percentage rate, and (ii) fair value gains on home loans (compared to losses in the 2022 period), which were primarily impacted by lower benchmark rates.
Nine Months . The decrease in loan origination and sales income was primarily driven by: (i) higher personal loan write-offs in the 2023 period, primarily driven by longer loan holding periods and elevated charge off rates, and (ii) lower gains in the 2023 period on student loan and personal loan interest rate swap positions and on home loan pipeline hedges primarily driven by smaller increases in interest rates and in the underlying hedge price index during the 2023 period, respectively. This decrease was partially offset by: (i) higher fair value gains on personal loans and fair value gains on student loans in the 2023 period (compared to losses in the 2022 period), which were primarily impacted by higher origination volume and lower prepayment assumptions, respectively, (ii) fair value gains on home loans (compared to losses in the 2022 period), which were primarily impacted by smaller decreases in benchmark rates, (iii) higher origination fees primarily related to a new product feature offered on personal loans, whereby a borrower may optionally elect to pay origination fees to qualify for a lower annual percentage rate, and (iv) losses on home loan and student loan sale execution in the 2022 period, which were due to both volume and price factors.
Securitizations
Nine Months. The improvement in securitizations income was primarily driven by an increase in securitization loan and residual interests in securitization trusts fair market values primarily associated with consolidated securitization transactions in the first and third quarters of 2023, and a positive variance in our securitization bond and residual interest position fair values. This was partially offset by the impact of securitization write-offs and lower gains in the 2023 period on risk retention hedge activities.
Servicing
We own the master servicing on all of the servicing rights that we retain and, in each case, recognize the gross servicing rate applicable to each serviced loan. Sub-servicers are utilized for all serviced student loans and home loans, which represents a cost to SoFi, but these arrangements do not impact our calculation of the weighted average basis points earned for each loan type serviced. Further, there is no impact on servicing income due to forbearance and moratoriums on certain debt collection activities, and there are no waivers of late fees. The table below presents information related to our loan servicing activities:
Three Months Ended
September 30, 2023 vs 2022
Nine Months Ended
September 30, 2023 vs 2022
($ in thousands) 2023 2022 $ Change % Change 2023 2022 $ Change % Change
Servicing income recognized
Personal loans $ 5,048 $ 9,806 $ (4,758) (49) % $ 17,234 $ 27,901 $ (10,667) (38) %
Student loans 6,219 9,293 (3,074) (33) 19,235 29,119 (9,884) (34)
Home loans 3,721 3,387 334 10 11,052 9,416 1,636 17
Servicing rights fair value change
Personal loans $ (1,998) $ (3,013) $ 1,015 (34) % $ (9,943) $ (857) $ (9,086) n/m
Student loans (4,788) (4,053) (735) 18 % (2,238) (9,137) 6,899 (76) %
Home loans 3,777 (1,460) 5,237 n/m 4,981 10,173 (5,192) (51) %
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Directly attributable expenses
The directly attributable expenses allocated to the Lending segment that were used in the determination of the segment's contribution profit were as follows:
Three Months Ended
September 30, 2023 vs 2022
Nine Months Ended
September 30, 2023 vs 2022
($ in thousands) 2023 2022 $ Change % Change 2023 2022 $ Change % Change
Direct advertising $ 49,477 $ 44,813 $ 4,664 10 % $ 142,843 $ 127,704 $ 15,139 12 %
Lead generation 35,229 25,999 9,230 36 90,303 69,381 20,922 30
Compensation and benefits 31,136 27,717 3,419 12 87,242 77,855 9,387 12
Loan origination and servicing costs 12,307 10,736 1,571 15 35,676 31,838 3,838 12
Professional services 1,650 1,896 (246) (13) 6,610 5,765 845 15
Intercompany technology platform expenses 300 — 300 n/m 512 — 512 n/m
Other (1)
8,426 5,242 3,184 61 29,456 24,271 5,185 21
Directly attributable expenses $ 138,525 $ 116,403 $ 22,122 19 % $ 392,642 $ 336,814 $ 55,828 17 %
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(1) Other expenses primarily include loan marketing expenses, member promotional expenses, tools and subscriptions, travel and occupancy-related costs and third-party loan fraud.
Lending segment directly attributable expenses for the three and nine months ended September 30, 2023 increased by $22.1 million, or 19%, and $55.8 million, or 17%, respectively, compared to the same periods in 2022, primarily due to: (i) an increase in personal loan lead generation channels during 2023; (ii) an increase in direct advertising primarily related to direct mail advertising; (iii) an increase in allocated compensation and related benefits, which reflected increases in average compensation and average headcount in 2023; and (iv) an increase in other expenses, primarily related to loan marketing expenses and third-party loan fraud.
Technology Platform Segment
In the table below, we present the total accounts metric related to Galileo within our Technology Platform segment:
2023 vs 2022
September 30, 2023 September 30, 2022 Change % Change
Total accounts
136,739,131 124,332,810 12,406,321 10 %
See “ Key Business Metrics ” for further discussion of this measure as it relates to our Technology Platform segment.
Technology Platform Segment Results of Operations
The following table presents the measure of contribution profit for the Technology Platform segment:
Three Months Ended
September 30, 2023 vs 2022
Nine Months Ended
September 30, 2023 vs 2022
($ in thousands)
2023 2022 $ Change % Change 2023 2022 $ Change % Change
Net interest income
$ 573 $ — $ 573 n/m $ 573 $ — $ 573 n/m
Noninterest income 89,350 84,777 4,573 5 % 254,860 229,481 25,379 11 %
Total net revenue
89,923 84,777 5,146 6 255,433 229,481 25,952 11
Directly attributable expenses (57,732) (65,241) 7,509 (12) (191,231) (169,849) (21,382) 13
Contribution profit
$ 32,191 $ 19,536 $ 12,655 65 % $ 64,202 $ 59,632 $ 4,570 8 %
Net interest income
Net interest income in our Technology Platform segment of $0.6 million for both the three and nine months ended September 30, 2023 relates to interest income earned on segment cash balances, which we began recording within the
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Technology Platform segment in the third quarter of 2023. Prior period amounts were determined to be immaterial, and presented within Corporate/Other.
Noninterest income
Noninterest income in our Technology Platform segment increased by $4.6 million, or 5%, and $25.4 million, or 11%, for the three and nine months ended September 30, 2023, respectively, compared to the same periods in 2022. The increase in the nine-month period was primarily attributable to growth in technology products and solutions fees driven by revenue contribution from Technisys for the full 2023 period compared to seven months of 2022. Noninterest income also included $7.0 million and $15.6 million of intercompany revenue for the three and nine months ended September 30, 2023, respectively, compared to $1.8 million and $4.2 million for the three and nine months ended September 30, 2022, respectively. The increase in intercompany revenue was primarily attributable to increased usage of technology platform services during the 2023 periods by our Financial Services segment, as well as within our Technology Platform segment, as we continue to leverage synergies to enhance our product offerings.
Directly attributable expenses
The directly attributable expenses allocated to the Technology Platform segment that were used in the determination of the segment's contribution profit were as follows:
Three Months Ended
September 30, 2023 vs 2022
Nine Months Ended
September 30, 2023 vs 2022
($ in thousands) 2023 2022 $ Change % Change 2023 2022 $ Change % Change
Compensation and benefits $ 34,155 $ 39,862 $ (5,707) (14) % $ 112,201 $ 101,544 $ 10,657 10 %
Product fulfillment 11,784 10,531 1,253 12 34,332 29,489 4,843 16
Tools and subscriptions 6,085 5,425 660 12 19,931 13,552 6,379 47
Professional services 3,664 3,609 55 2 10,841 10,492 349 3
Other (1)
2,044 5,814 (3,770) (65) 13,926 14,772 (846) (6)
Directly attributable expenses $ 57,732 $ 65,241 $ (7,509) (12) % $ 191,231 $ 169,849 $ 21,382 13 %
___________________
(1) Other expenses are primarily related to travel and occupancy-related costs, advertising and marketing, and data center costs.
Technology Platform segment directly attributable expenses decreased by $7.5 million, or 12%, and increased by $21.4 million, or 13%, for the three and nine months ended September 30, 2023, respectively, compared to the same periods in 2022, primarily due to: (i) a decrease in compensation benefits expense for the three month period, which reflected a decrease in average headcount in 2023 corresponding with restructuring during the first quarter of 2023, and an increase in compensation and benefits expense for the nine-month period, primarily related to bonus adjustments in the second quarter of 2023 and the inclusion of Technisys in our results for the full nine-month 2023 period; (ii) an increase in tools and subscriptions costs related to internal technology initiatives to support the growth of the platform, along with the inclusion of Technisys in our results for the full nine-month 2023 period; and (iii) an increase in product fulfillment costs, primarily related to payment processing network association fees associated with increased activity on the platform.
Financial Services Segment
In the table below, we present the total products metric related to our Financial Services segment:
2023 vs. 2022
September 30, 2023 September 30, 2022 Change % Change
Total products 8,853,900 5,918,805 2,935,095 50 %
Total products in our Financial Services segment is a subset of our total products metric. See “Key Business Metrics” for a further discussion of this measure as it relates to our Financial Services segment.
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Financial Services Segment Results of Operations
The following table presents the measure of contribution loss for the Financial Services segment:
Three Months Ended
September 30, 2023 vs 2022
Nine Months Ended
September 30, 2023 vs 2022
($ in thousands)
2023 2022 $ Change % Change 2023 2022 $ Change % Change
Net interest income $ 93,101 $ 28,158 $ 64,943 231 % $ 225,775 $ 46,965 $ 178,810 381 %
Noninterest income 25,146 20,795 4,351 21 71,625 55,894 15,731 28
Total net revenue
118,247 48,953 69,294 142 297,400 102,859 194,541 189
Directly attributable expenses (114,987) (101,576) (13,411) 13 (322,722) (258,697) (64,025) 25
Contribution profit (loss)
$ 3,260 $ (52,623) $ 55,883 n/m $ (25,322) $ (155,838) $ 130,516 (84) %
Net interest income
Net interest income in our Financial Services segment increased by $64.9 million, or 231%, and $178.8 million, or 381%, for the three and nine months ended September 30, 2023, respectively, compared to the same periods in 2022, which was primarily attributable to net interest income earned on our deposits, which includes interest income based on our FTP framework (which eliminates in consolidation) and interest expense to members. This net increase corresponds with the growth of deposits at SoFi Bank, as well as the impact of higher interest rates offered to members. In addition, net interest income earned on our credit cards increased, which includes interest income earned on outstanding balances as well as interest expense incurred under the FTP framework, and was primarily attributable to growth in total credit cards.
Noninterest income
Noninterest income in our Financial Services segment increased by $4.4 million, or 21%, and $15.7 million, or 28%, for the three and nine months ended September 30, 2023, respectively, compared to the same periods in 2022, primarily due to an increase in interchange fees, which coincided with increased credit card and debit card transactions, as well as brokerage-related fees, which were primarily attributable to increased trading volume on our platform during 2023.
Directly attributable expenses
The directly attributable expenses allocated to the Financial Services segment that were used in the determination of the segment's contribution profit (loss) were as follows:
Three Months Ended
September 30, 2023 vs 2022
Nine Months Ended
September 30, 2023 vs 2022
($ in thousands) 2023 2022 $ Change % Change 2023 2022 $ Change % Change
Compensation and benefits $ 29,530 $ 31,369 $ (1,839) (6) % $ 90,697 $ 81,678 $ 9,019 11 %
Provision for credit losses 21,831 16,323 5,508 34 42,853 39,387 3,466 9
Member incentives 15,767 11,712 4,055 35 39,084 27,517 11,567 42
Direct advertising 8,026 10,063 (2,037) (20) 36,667 26,214 10,453 40
Product fulfillment 12,909 8,416 4,493 53 34,779 23,841 10,938 46
Lead generation 6,220 7,751 (1,531) (20) 29,700 16,324 13,376 82
Intercompany technology platform expenses 3,794 1,065 2,729 256 8,532 2,788 5,744 206
Professional services 3,401 1,020 2,381 233 7,541 3,354 4,187 125
Other (1)
13,509 13,857 (348) (3) 32,869 37,594 (4,725) (13)
Directly attributable expenses $ 114,987 $ 101,576 $ 13,411 13 % $ 322,722 $ 258,697 $ 64,025 25 %
___________________
(1) Other expenses primarily include operational product losses, third-party fraud expense, tools and subscriptions, travel and occupancy-related costs, and marketing expenses.
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Financial Services directly attributable expenses increased by $13.4 million, or 13%, for the three months ended September 30, 2023, compared to the same period in 2022, primarily due to: (i) an increase related to our provision for credit losses, which was primarily related to growth in total credit card balances; (ii) an increase in product fulfillment costs, which included debit card fulfillment services, primarily related to our SoFi Money product; and (iii) an increase in direct member incentives utilized to drive adoption and usage of our Financial Services products, the most significant of which was our SoFi Money product.
Financial Services directly attributable expenses increased by $64.0 million, or 25%, for the nine months ended September 30, 2023 compared to the same period in 2022, primarily due to: (i) an increase related to utilization of lead generation channels, primarily related to our credit card, Relay, and SoFi Money products; (ii) an increase in direct member incentives utilized to drive adoption and usage of our Financial Services products, the most significant of which was our SoFi Money product; (iii) an increase in product fulfillment costs, which included debit card fulfillment services, primarily related to our SoFi Money product; (iv) an increase in direct advertising costs primarily driven by an increase in online and digital advertising largely related to the promotion of our SoFi Money product; and (v) an increase in compensation and benefits expense, which reflected growth in the Financial Services segment that required additional staffing, as well as increased average compensation in 2023.
Corporate/Other Non-Reportable Segment
Non-segment operations are classified as Corporate/Other, which includes net revenues associated with corporate functions, non-recurring gains and losses from non-securitization investment activities and interest income and realized gains and losses associated with investments in AFS debt securities, all of which are not directly related to a reportable segment. Net interest expense within Corporate/Other also reflects the financial impact of our capital management activities within the treasury function, which reflects the residual impact from FTP charges and FTP credits allocated to our reportable segments under our FTP framework. The following table presents the measure of total net loss for Corporate/Other:
Three Months Ended
September 30, 2023 vs 2022
Nine Months Ended
September 30, 2023 vs 2022
($ in thousands)
2023 2022 $ Change % Change 2023 2022 $ Change % Change
Net interest expense $ (13,926) $ (9,824) $ (4,102) 42 % $ (52,396) $ (19,326) $ (33,070) 171 %
Noninterest loss (6,008) (1,615) (4,393) 272 (10,547) (7,958) (2,589) 33
Total net loss
$ (19,934) $ (11,439) $ (8,495) 74 % $ (62,943) $ (27,284) $ (35,659) 131 %
Reconciliation of Directly Attributable Expenses
The following table reconciles directly attributable expenses allocated to our reportable segments to total noninterest expense in the condensed consolidated statements of operations and comprehensive loss:
Three Months Ended September 30, Nine Months Ended September 30,
($ in thousands) 2023 2022 2023 2022
Reportable segments directly attributable expenses $ (311,244) $ (283,220) $ (906,595) $ (765,360)
Intercompany expenses 6,950 1,757 15,645 4,198
Expenses not allocated to segments:
Share-based compensation expense (62,005) (77,855) (202,109) (235,018)
Employee-related costs (1)
(63,728) (49,248) (181,147) (137,254)
Depreciation and amortization expense (52,516) (40,253) (147,967) (109,007)
Goodwill impairment expense (247,174) — (247,174) —
Other corporate and unallocated expenses (2)
(74,420) (49,617) (190,354) (154,187)
Total noninterest expense $ (804,137) $ (498,436) $ (1,859,701) $ (1,396,628)
___________________
(1) Includes compensation, benefits, restructuring charges, 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.
(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 and FDIC insurance costs, foreign currency translation adjustments and transaction-related expenses.
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Liquidity and Capital Resources
Liquidity
We strive to maintain access to diverse funding sources and ample liquidity to fund our operating requirements, to pursue strategic growth initiatives and to meet our legal and regulatory requirements. Our principal sources of liquidity are our cash and cash equivalents, including cash from operations, and investments in other highly liquid assets.
We maintain a Capital and Asset Liability Management policy (“CALM”) that outlines specific requirements relating to the oversight of SoFi Technologies, Inc. (and its subsidiaries) capital planning, financial planning and forecasting, liquidity risk management, contingency funding planning, interest rate risk management, cash management and financial operations, among other activities. Oversight of these activities is the responsibility of our Asset Liability Committee (the "ALCO"). The ALCO is comprised of a cross-functional leadership team that is responsible for managing our use of capital, liquidity, sources and uses of funding, and sensitivities to various market risks, by identifying key risks and exposures, monitoring them appropriately, establishing tolerances and limits, and mitigating risks where appropriate, to ensure the Company has the ability to meet its obligations.
The following table summarizes our total liquidity reserves:
September 30, 2023
Amount Available Amount Borrowed / Utilized Remaining Available Capacity
Cash and cash equivalents $ 2,813,876 n/a $ 2,813,876
Investments in available-for-sale debt securities (1)
486,091 n/a 486,091
Warehouse facilities (2)
8,420,000 3,961,751 4,458,249
Revolving credit facility (3)
645,000 491,143 153,857
FHLB advances (1)
150,247 13,700 136,547
Correspondent bank lines of credit (4)
50,000 — 50,000
Total liquidity $ 12,565,214 $ 4,466,594 $ 8,098,620
___________________
(1) As of September 30, 2023, we had $135.9 million of investment securities and $23.0 million of loans pledged as collateral to the FHLB to secure undrawn borrowing capacity of $150.2 million, of which $13.7 million was utilized to secure letters of credit.
(2) Includes personal loan, student loan, credit card and risk retention warehouse facilities. For risk retention facilities, we only include capacity amounts wherein we can pledge additional asset-backed bonds and residual investments as of the date indicated. As of September 30, 2023, warehouse facility maturity dates ranged from January 2024 through January 2032. See Note 9. Debt to the Notes to Condensed Consolidated Financial Statements for additional information.
(3) As of September 30, 2023, the amount utilized under the revolving credit facility includes $5.1 million utilized to secure a letter of credit. See Note 9. Debt to the Notes to Condensed Consolidated Financial Statements for additional information.
(4) Borrowing capacity with correspondent banks is unsecured.
We believe our existing liquidity will be sufficient to cover net losses, meet our existing working capital and capital expenditure needs, as well as our planned growth for at least the next 12 months.
Sources of Funding
Our primary funding sources include SoFi Bank deposits, warehouse funding, common and preferred equity capital, convertible debt, corporate revolving credit facility, securitizations, and other financings.
We offer deposit accounts (checking and savings accounts) to our members through SoFi Bank. We also source brokered and non-brokered wholesale deposits, which include certificates of deposit. As of September 30, 2023 and December 31, 2022, time deposit balances due in less than one year totaled $2.1 billion and $1.0 billion, respectively. As of September 30, 2023 and December 31, 2022, the amount of uninsured deposits totaled $361.4 million and $615.9 million, respectively. In 2023, we provided our members with access to expanded FDIC insurance coverage through a network of participating banks, which contributed to the decrease in uninsured deposits relative to year end. As of September 30, 2023, approximately 98% of our total deposits were insured.
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Uses of Funding
Our primary uses of funds include loan originations, investments in our business, such as technology and product investments and sales and marketing initiatives, as well as the losses generated by our Financial Services segment on a year-to-date basis. Our capital expenditures have historically been less significant relative to our operating and financing cash flows, and we expect this trend to continue for the foreseeable future.
As of September 30, 2023, we had debt obligations, common stock and redeemable preferred stock outstanding.
Borrowings
Our borrowings primarily included our loan and risk retention warehouse facilities, asset-backed securitization debt, revolving credit facility and convertible notes. The amount of financing actually advanced on each individual loan under our loan warehouse facilities, as determined by agreed-upon advance rates, may be less than the stated advance rate depending, in part, on changes in underlying loan characteristics of the loans securing the financings. Each of our loan warehouse facilities allows the lender providing the funds to evaluate the market value of the loans that are serving as collateral for the borrowings or advances being made. The amount owed and outstanding on our loan warehouse facilities fluctuates significantly based on our origination volume, sales volume, the amount of time we strategically hold loans on our balance sheet, and the amount of loans being funded with our cash or member deposits.
Refer to Note 9. Debt to the Notes to Condensed Consolidated Financial Statements in this Form 10-Q and to Note 12. Debt to the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for additional information on our borrowing arrangements and the capped call transactions entered into in connection with the issuance of our convertible notes.
Covenants
We have various affirmative and negative financial covenants, as well as non-financial covenants, related to our warehouse debt and revolving credit facility, as well as our Series 1 Redeemable Preferred Stock. Additionally, we have compliance requirements associated with our convertible notes, and certain provisions of the arrangement could change in the event of a “Make-Whole Fundamental Change”, as defined in the indenture governing such convertible notes.
The availability of funds under our warehouse facilities and revolving credit facility is subject to, among other conditions, our continued compliance with the covenants. These financial covenants include, but are not limited to, maintaining: (i) a certain minimum tangible net worth, (ii) minimum unrestricted cash and cash equivalents, (iii) a maximum leverage ratio of total debt to tangible net worth, and (iv) minimum risk-based capital and leverage ratios. A breach of these covenants can result in an event of default under these facilities and allows the lenders to pursue certain remedies. See Note 9. Debt to the Notes to Condensed Consolidated Financial Statements for additional information. Our subsidiaries are restricted in the amount that can be distributed to SoFi only to the extent that such distributions would cause the financial covenants to not be met.
In addition, pursuant to our amended and restated agreement related to our Series 1 Redeemable Preferred Stock, we are subject to the following financial covenants:
• Tangible net worth to total debt ratio requirement, which excludes our warehouse, risk retention and securitization related debt;
• Tangible net worth to Series 1 Redeemable Preferred Stock ratio requirement; and
• Minimum excess equity requirements, where the measure of equity includes permanent equity and SoFi Technologies Redeemable Preferred Stock (exclusive of Series 1 Redeemable Preferred Stock), as applicable.
We were in compliance with all covenants as of September 30, 2023.
Capital Management
SoFi Technologies, a bank holding company, and SoFi Bank, a nationally chartered association, are required to comply with regulatory capital rules issued by the Federal Reserve and other U.S. banking regulators, including the OCC and FDIC. From time to time, we may contribute capital to SoFi Bank. We are required to manage our capital position to maintain sufficient capital to satisfy these regulatory rules and support our business activities, including the requirement to maintain minimum regulatory capital ratios in accordance with the Basel Committee on Banking Supervision standardized approach for U.S. banking organizations (U.S. Basel III). If the Federal Reserve finds that we are not “well-capitalized” or “well-managed”, we would be required to take remedial action, which may contain additional limitations or conditions relating to our activities.
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The Federal Reserve and the OCC have authority to prohibit bank holding companies and banks, respectively, from paying dividends if, in their opinion, the payment of dividends would constitute an unsafe or unsound practice. Under the National Bank Act, SoFi Bank generally may, without prior approval of the OCC, declare a dividend so long as the total amount of all dividends (common and preferred), including the proposed dividend, in the current year do not exceed net income for the current year to date plus retained net income for the prior two years. However, taking into account a wide range of factors, the OCC may object and therefore prevent SoFi Bank from paying dividends to the Company. As such, as of September 30, 2023, the Bank would not have any funds free of restrictions that are available for dividend payments. Restrictions on the ability of SoFi Bank to pay dividends to the parent company could also impact the Company’s ability to pay dividends to common stockholders.
Additionally, under the Federal Reserve’s capital rules, our bank holding company’s ability to pay dividends is restricted if we do not maintain capital above the capital conservation buffer, as discussed below. Further, a policy statement of the Federal Reserve provides that, among other things, a bank holding company generally should not pay dividends on regulatory capital instruments if its net income for the past year is not sufficient to cover both the cash dividends and a rate of earnings retention that is consistent with the company’s capital needs, asset quality, and overall financial condition. Based on this Federal Reserve policy, as of September 30, 2023, the Company generally would not have any funds free of restrictions available for dividend payments on regulatory capital instruments.
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; set risk-weighting for assets and certain other items for purposes of the risk-based capital ratios; and define what qualifies as capital for purposes of meeting the capital requirements. 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. In addition, the Federal Reserve and the OCC have authority to require banking organizations subject to their supervision to hold additional amounts of capital in excess of the minimum risk-based capital ratios.
The risk- and leverage-based capital ratios and amounts are presented below:
September 30, 2023
($ in thousands) Amount Ratio Required Minimum (1)
Well-Capitalized Minimum (2)
SoFi Bank
CET1 risk-based capital $ 2,916,462 15.9 % 7.0 % 6.5 %
Tier 1 risk-based capital 2,916,462 15.9 8.5 8.0
Total risk-based capital 2,968,169 16.2 10.5 10.0
Tier 1 leverage 2,916,462 15.8 4.0 5.0
Risk-weighted assets 18,378,777
Quarterly adjusted average assets 18,498,763
SoFi Technologies
CET1 risk-based capital $ 3,292,842 14.3 % 7.0 % n/a
Tier 1 risk-based capital 3,292,842 14.3 8.5 n/a
Total risk-based capital 3,344,549 14.5 10.5 n/a
Tier 1 leverage 3,292,842 13.6 4.0 n/a
Risk-weighted assets 23,067,995
Quarterly adjusted average assets 24,212,987
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(1) Required minimums presented for risk-based capital ratios include the required capital conservation buffer.
(2) The well-capitalized minimum measure is applicable at the bank level only.
As of September 30, 2023, 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. There have been no events or conditions since September 30, 2023 that management believes would change the categorization.
Commitments
In addition to our warehouse facility borrowings, revolving credit facility borrowings and convertible notes, our material commitments requiring, or potentially requiring, the use of cash in future periods primarily include commitments
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associated with being the named sponsor of SoFi Stadium, including operating lease obligations and finance lease obligations, which expire in 2040, as well as sponsorship and advertising opportunities related to the stadium itself and the surrounding performance venue and planned retail district, and a three-year marketing arrangement entered into during 2022. Additional material commitments include operating lease obligations primarily associated with office premises and the remaining commitment related to a four-year cloud computing services arrangement that we executed in the fourth quarter of 2021.
Guarantees
We may require liquidity resources associated with our guarantee arrangements. As a component of our loan sale agreements, we make certain representations to third parties that purchased our previously held loans. We have a three-year obligation to GSEs on loans that we sell to GSEs, to repurchase any originated loans that do not meet certain GSE guidelines, and we are required to pay the full initial purchase price back to the GSEs. In addition, we make standard representations and warranties related to personal, student and home loan transfers, as well as limited credit-related repurchase guarantees on certain such transfers. If realized, any of the repurchases would require the use of cash. See Note 15. Commitments, Guarantees, Concentrations and Contingencies to the Notes to Condensed Consolidated Financial Statements for further information on these and other guarantee obligations. We believe we have adequate liquidity to meet these expected obligations.
Factors Affecting Liquidity
We are currently dependent on the success of our lending business. The primary drivers of operating cash flows related to our Lending segment are origination volume, the holding period of our loans, loan sale execution and the timing of loan repayments. Our ability to access whole loan buyers, to sell our loans on favorable terms, to maintain adequate warehouse capacity at favorable terms, to access new deposits and grow existing deposits and to strategically manage our continuing financial interest in securitization-related transfers is critical to our growth strategy and our ability to have adequate liquidity to fund our balance sheet. Our ability to attract and maintain deposits can be impacted by, among other things, general economic conditions, the condition of the banking sector (such as bank failures or exposure to credit, market, operational, legal and reputational risks), competition from other financial services firms, idiosyncratic events and the interest rates we offer, which can impact our liquidity from deposits. Through the third quarter of 2023, we continued to have strong deposit contribution. During 2023, we also provided our members with access to expanded FDIC insurance coverage through a network of participating banks.
There is no guarantee that we will be able to execute on our strategy as it relates to the timing and pricing of securitization-related transfers. Therefore, we may hold securitization interests for longer than planned or be forced to liquidate at suboptimal prices. Securitization transfers are also negatively impacted during recessionary periods, wherein purchasers may be more risk averse.
Our cash flows from operations have also been impacted by material net losses. If our current net losses continue for the foreseeable future and we are not able to achieve GAAP net income profitability in 2023 as currently expected, we may raise additional capital in the form of equity or debt, which may not be at favorable terms when compared to previous financing transactions.
Further, future uncertainties around the demand for our personal loans, home loans and around the student loan refinance market in general, including as a result of worsening macroeconomic conditions or continued turmoil in the banking and financial services sectors, should be considered when assessing our future liquidity and solvency prospects. In the future, our loan origination volume and our resulting loan balances, and any positive cash flows thereof, could also be lower based on strategic decisions to tighten our credit standards.
In addition to our ability to pledge unencumbered loans against available warehouse capacity, we have relationships with whole loan buyers who have historically demonstrated strong demand for our loans. Securitization markets can also generate additional liquidity; however, financing through the securitization market could result in worse execution as compared to whole loans sales depending on market conditions and, in certain cases, we are required to maintain a minimum investment due to securitization risk retention rules.
Additionally, our securitization transactions require us to maintain a continuing financial interest in the form of securitization investments when we deconsolidate the SPE or in consolidation of the SPE when we have a significant financial interest. In either instance, the continuing financial interest requires us to maintain capital in the SPE that would otherwise be available to us if we had sold loans through a different channel. As it relates to our 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, the timing of which cannot be reasonably estimated. Our own liquidity resources are not required to make any contractual payments on our securitization borrowings.
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Our long-term liquidity strategy includes continuing to grow our deposit base, maintaining adequate warehouse capacity, maintaining corporate debt and other sources of financing, as well as effectively managing the capital raised through debt and equity transactions. Although our goal is to increase our cash flow from operations, there can be no assurance that our future operating plans will lead to improved operating cash flows.
The Federal Deposit Insurance Act (“FDIA”) and FDIC regulations generally limit the ability of an insured depository institution to accept, renew or roll over any brokered deposit unless the institution’s capital category is “well capitalized” or, with the FDIC’s approval, “adequately capitalized.” As of September 30, 2023, 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.
On August 16, 2022, the Inflation Reduction Act (the "IRA"), was signed into law. The IRA enacted a 15% corporate book minimum tax and a 1% excise tax on stock repurchases effective after December 31, 2022. The IRA is not expected to have a material impact on our operations or cash flows for the foreseeable future.
Cash Flow and Liquidity Analysis
The following table provides a summary of cash flow data:
Nine Months Ended September 30,
($ in thousands) 2023 2022
Net cash used in operating activities $ (6,979,198) $ (4,837,023)
Net cash used in investing activities (476,335) (54,926)
Net cash provided by financing activities 8,906,046 5,384,714
Cash Flows from Operating Activities
For the nine months ended September 30, 2023, net cash used in operating activities of $7.0 billion stemmed from a net loss of $348.7 million and an unfavorable change in our operating assets net of operating liabilities of $7.3 billion, partially offset by a positive adjustment for non-cash items of $647.7 million. The change in operating assets net of operating liabilities was primarily a result of our loan origination and sales activities. We originated loans of $13.1 billion during the period and also purchased loans of $197.5 million. These cash uses were partially offset by principal payments on loans of $5.1 billion and proceeds from loan sales of $839.8 million.
For the nine months ended September 30, 2022, net cash used in operating activities of $4.8 billion stemmed from a net loss of $280.4 million and an unfavorable change in our operating assets net of operating liabilities of $5.0 billion, partially offset by a positive adjustment for non-cash items of $423.1 million. The change in operating assets net of operating liabilities was primarily a result of our loan origination and sales activities. We originated loans of $10.0 billion during the period and also purchased loans of $1.6 billion. These cash uses were largely offset by principal payments on loans of $2.0 billion and proceeds from loan sales of $4.7 billion.
Cash Flows from Investing Activities
For the nine months ended September 30, 2023, net cash used in investing activities of $476.3 million was primarily attributable to net purchases of $280.9 million related to our investments in AFS debt securities, $72.3 million related to business combinations, net of cash acquired, which includes our acquisition of Wyndham and settlements of vested employee performance awards associated with the Technisys Merger, $97.1 million related to loan activities, primarily driven by credit cards, $77.1 million for purchases of property, equipment and software, which primarily included internally-developed software and purchased software, and $45.9 million related to purchases of non-securitization investments, primarily FRB stock and FHLB stock. These uses were partially offset by proceeds of $101.3 million from our securitization investments.
For the nine months ended September 30, 2022, net cash used in investing activities of $54.9 million was primarily attributable to proceeds of $99.8 million from our securitization investments, and the aggregate net cash acquired from the Technisys Merger and Bank Merger of $58.5 million. These sources were more than offset by net cash uses of $130.1 million related to loan activities, primarily driven by credit cards, $70.5 million for purchases of property, equipment and software, which primarily included internally-developed software and purchased software, and net cash uses of $7.2 million related to our investments in AFS debt securities.
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Cash Flows from Financing Activities
For the nine months ended September 30, 2023, net cash provided by financing activities of $8.9 billion was primarily attributable to net cash sources from our SoFi Bank deposits of $8.3 billion. Additionally, our proceeds from debt financing activity of $1.2 billion exceeded our debt repayments of $595.2 million, which were primarily related to our warehouse facilities. Our payments of debt issuance costs were in the normal course of business and reflective of our recurring debt warehouse facility activity, which involves securing new warehouse facilities and extending existing warehouse facilities.
For the nine months ended September 30, 2022, net cash provided by financing activities of $5.4 billion was primarily attributable to net cash sources from our SoFi Bank deposits of $4.9 billion. Additionally, our proceeds from debt financing activity of $821.1 million were partially offset by our debt repayments of $266.1 million, which were primarily related to our warehouse facilities. Our payments of debt issuance costs were in the normal course of business and reflective of our recurring debt warehouse facility activity, which involves securing new warehouse facilities and extending existing warehouse facilities.
Other Arrangements
We enter into arrangements in which we originate loans, establish an SPE and transfer loans to the SPE, which has historically served as an important source of liquidity. We also retain the servicing rights of the underlying loans and hold additional interests in the SPE. When an SPE is determined not to be a VIE or when an SPE is determined to be a VIE but we are not the primary beneficiary, the SPE is not consolidated. In addition, a significant change to the pertinent rights of other parties or our pertinent rights, or a significant change to the ranges of possible financial performance outcomes used in our assessment of the variability of cash flows due to us, could impact the determination of whether or not a VIE is consolidated. VIE consolidation and deconsolidation may lead to increased volatility in our financial results and impact period-over-period comparability.
Historically, we have established personal loan trusts and student loan trusts that were created and designed to transfer credit and interest rate risk associated with the underlying loans through the issuance of collateralized notes and residual certificates. We hold a variable interest in the trusts through our ownership of collateralized notes in the form of asset-backed bonds and residual certificates. The residual certificates absorb variability and represent the equity ownership interest in the equity portion of the personal loan and student loan trusts.
We are also the servicer for all trusts in which we hold a financial interest. Although we have the power as servicer to perform the activities that most impact the economic performance of the VIE, we do not hold a significant financial interest in the trusts and, therefore, we are not the primary beneficiary. Further, we do not provide financial support beyond our initial equity investment, and our maximum exposure to loss as a result of our involvement with nonconsolidated VIEs is limited to our investment. For a more detailed discussion of nonconsolidated VIEs, including related activity during the period, see Note 7. Securitization and Variable Interest Entities to the Notes to Condensed Consolidated Financial Statements.
Financial Condition Summary
Changes in the composition and balance of our assets and liabilities as of September 30, 2023 compared to December 31, 2022 were principally attributed to the following:
• an increase of $1.5 billion in cash and cash equivalents and restricted cash and restricted cash equivalents. See “ Cash Flow and Liquidity Analysis ” for further discussion of our cash flow activity;
• an increase in loans held for sale of $7.4 billion, which was primarily related to increased personal loan originations and longer loan holding periods;
• an increase in deposits of $8.3 billion, which was primarily related to increased savings deposits from members and increased brokered deposits; and
• an increase of $902.8 million in gross warehouse and risk retention facility debt to support our originations during the current period, which reflected the net impact of $9.7 billion of cash borrowings and $8.8 billion of cash repayments.
Critical Accounting Policies and Estimates
Our consolidated financial statements have been prepared in accordance with GAAP. In preparing our consolidated financial statements, we make judgments, estimates and assumptions that affect reported amounts of assets and liabilities, as well as revenues and expenses. We base our assumptions, judgments and estimates on historical experience and various other factors that we believe to be reasonable under the circumstances. The results involve judgments about the carrying values of
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assets and liabilities not readily apparent from other sources. Actual results could differ materially from these estimates under different assumptions or conditions. We regularly evaluate our estimates, assumptions and judgments, particularly those that include the most difficult, subjective or complex judgments and are often about matters that are inherently uncertain. We evaluate our critical accounting policies and estimates on an ongoing basis and update them as necessary based on changes in market conditions or factors specific to us. There have been no material changes in our significant accounting policies or critical accounting estimates during 2023. For a complete discussion of our significant accounting policies and critical accounting estimates, refer to our Annual Report on Form 10-K for the year ended December 31, 2022 within Note 1. Organization, Summary of Significant Accounting Policies and New Accounting Standards to the Notes to Consolidated Financial Statements and “ Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates ”.
Goodwill
We assess goodwill for impairment at the reporting unit level on an annual basis with a testing date of October 1 or whenever indicators of impairment exist. Goodwill impairment assessments require a significant amount of management judgment, and meaningful change in one or more of the underlying forecasts, estimates, or assumptions used in testing goodwill for impairment could result in a material impact on the Company’s results of operations and financial position.
In interim periods, we perform a qualitative assessment for our reporting units to which goodwill is allocated to determine if, for any reporting unit, it is more likely than not that the fair value of the reporting unit is less than its carrying amount. In addition to the factors noted in our Annual Report on Form 10-K for the year ended December 31, 2022 for performing such an assessment, management also considers actual results for the current period and updated internal forecasts as compared to prior internal forecasts and other assumptions used in the quantitative annual assessment.
An impairment of a reporting unit’s goodwill is determined based on the amount by which the reporting unit’s carrying value exceeds its fair value, limited to the amount of goodwill allocated to the reporting unit. An interim test is performed when events or circumstances occur that may indicate that it is more likely than not that the fair value of any reporting unit may be less than its carrying value. During the third quarter of 2023, the Technology Platform segment continued to experience slower growth rates than expected at the time of acquisition due to: (i) the uncertain macroeconomic environment, which has continued to impact customer spend volume, and (ii) continued longer sales cycles as a result of our shift in strategy to focus on diversified durable growth driven by potential new partners with scaled customer bases and interest in multiple Technology Platform products. These factors constituted a triggering event for goodwill testing purposes. As a result, we performed an interim quantitative test on the Galileo and Technisys reporting units to determine the existence and magnitude of potential goodwill impairment. We determined it was not necessary to perform an interim goodwill impairment test for our other reporting units.
Management calculated the fair value amount of the Galileo and Technisys reporting units using a combination of a discounted cash flow (“DCF”) calculation, which is a form of the income approach, and a market multiples calculation, which is a form of the market approach. The discount rates used for the Galileo and Technisys reporting units in our interim quantitative assessment were 14.0% and 23.5%, respectively. The higher discount rate at Technisys was primarily driven by macroeconomic factors in Latin America, specifically the highly inflationary economic environment in Argentina. Additionally, management applied a terminal year long-term growth rate of 3.5% to both reporting units, consistent with previous quantitative assessments. As a result of this assessment, the fair value of the Galileo and Technisys reporting units were determined to be below their carrying values by 9.9% and 14.8%, respectively, resulting in management recognizing non-cash goodwill impairment charges of $124.5 million and $122.7 million for the Galileo and Technisys reporting units, respectively.
As of September 30, 2023, if the discount rate applied to the estimated cash flows was increased or decreased by 50 basis points, the fair value of the Galileo and Technisys reporting units would decrease or increase by 6% and 4%, respectively. Similarly, if the long-term growth rate was increased or decreased by 50 basis points, the fair value of the Galileo and Technisys reporting units would increase or decrease by approximately 3% and 1%, respectively.
Management cannot predict the occurrence of certain events or changes in circumstances that might adversely affect the value of goodwill. We continue to monitor the aforementioned conditions, general macroeconomic deterioration, including the interest rate environment, inflationary pressures, and the potential for a prolonged economic downturn or recession, as well as other factors, including those listed in "Cautionary Statement Regarding Forward-Looking Statements" and "Risk Factors" in Part II, Item 1A of this Quarterly Report. Further persistence of the aforementioned conditions and these other factors could result in additional impairment charges in future periods.
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Recent Accounting Standards Issued, But Not Yet Adopted
See Note 1. Organization, Summary of Significant Accounting Policies and New Accounting Standards to the Notes to Condensed Consolidated Financial Statements herein and Note 1. Organization, Summary of Significant Accounting Policies and New Accounting Standards to the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2022.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
In the normal course of business, we are subject to a variety of market-related risks that can affect our operations and profitability. We broadly define these areas of risk as interest rate risk, credit risk, market risk, counterparty risk and operational risk. Historically, substantially all of our revenue and operating expenses were denominated in United States dollars. We may in the future be subject to increasing foreign currency exchange rate risk with our acquisition of a foreign company. Foreign currency exchange rate risk is the risk that our financial position or results of operations could be positively or negatively impacted by fluctuations in exchange rates. Exchange rate risk was not a material risk for the Company during the periods presented. For additional information on our market risks, see Part II, Item 7A “ Quantitative and Qualitative Disclosures About Market Risk ” in our Annual Report on Form 10-K for the year ended December 31, 2022.
Interest Rate Risk
We are subject to interest rate risk associated with our loans, securitization investments (including residual investments and asset-backed bonds), servicing rights, variable-rate debt, deposit accounts and investments in AFS debt securities. Our loans with variable interest rates are exposed to interest rate volatility, which impacts the amount of recognized interest income. Our securitization residual investments are carried at fair value, which is subject to changes in market value by virtue of the impact of interest rates on the market yield of the residual investments. The value and earnings of our asset-backed bonds, which are associated with our personal loans and student loans, have a converse relationship to the movement of interest rates. That is, as interest rates rise, bond values and earnings fall and vice versa. Additionally, we are subject to interest rate risk on our variable-rate warehouse facilities and our revolving credit facility. Market interest rates may also drive the interest we offer to members on their deposits. Future funding activities may increase our exposure to interest rate risk, as the interest rates payable on such funding may be tied to SOFR or another representative alternative reference rate.
Interest rate risk also occurs in periods where changes in short-term interest rates result in loans being originated with terms that provide a smaller interest rate spread above the financing terms of our warehouse facilities or above the interest rate we offer on deposits, which can negatively impact our realized net interest income.
Credit Risk
We are subject to credit risk, which is the risk of default that results from a borrower’s inability or unwillingness to make contractually required loan payments, or declines in home loan collateral values. Generally, all loans sold into the secondary market are sold without recourse. For such loans, our credit risk is generally limited to repurchase obligations due to fraud or origination defects. For loans that were repurchased or not sold in the secondary market, we are subject to credit risk to the extent a borrower defaults and we are not able to fully recover the principal balance. We believe that this risk is mitigated through the implementation of stringent underwriting standards, strong fraud detection tools and technology designed to comply with applicable laws and our standards. In addition, we believe that this risk is mitigated through the quality of our loan portfolio.
Market Risk
We are exposed to the risk of loss to future earnings, values or future cash flows that may result from changes in market discount rates or overall market conditions, such as instability in the banking and financial services sectors. We are exposed to such market risk directly through our investments in AFS debt securities, loans, servicing rights and securitization investments held on our balance sheets, all of which are measured at fair value on a recurring basis. Investments in AFS debt securities are valued utilizing quoted prices in actively traded markets or 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. The other assets mentioned are measured at fair value using a discounted cash flow methodology in which the discount rate represents an estimate of the required rate of return by market participants. The discount rates for our loans and securitization investments may change due to expected loan performance or changes in the expected returns of similar financial instruments available in the market. For our servicing rights, the discount rate is commensurate with the risk of the servicing asset cash flow, which varies based on the characteristics of the serviced loan portfolio. We are also exposed to market risk through our investments in equity securities, which are either measured at fair value using the net asset value practical expedient or which may have
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positive or negative adjustments that impact our results of operations resulting from observable price changes based on current market conditions.
Counterparty Risk
We are subject to risk that arises from our debt warehouse facilities, economic hedging activities, third-party custodians, and capped call options on our common stock. These activities generally involve an exchange of obligations with unaffiliated lenders or other individuals or entities, referred to in such transactions as “counterparties”. If a counterparty was to default, we could potentially be exposed to reputational damage and financial loss if such counterparty was unable to meet its obligations to us. We manage this risk by selecting only counterparties that we believe to be financially strong, spreading the risk among multiple such counterparties, placing contractual limits on the amount of dependence on any single counterparty, and entering into netting agreements with the counterparties, as appropriate.
In accordance with Treasury Market Practices Group’s recommendation, we execute Securities Industry and Financial Markets Association trading agreements with all material trading partners. Each such agreement provides for an exchange of margin money should either party’s exposure exceed a predetermined contractual limit. Such margin requirements limit our overall counterparty exposure. The master netting agreements contain a legal right to offset amounts due to and from the same counterparty. Derivative assets represent derivative contracts in a gain position net of loss positions with the same counterparty and, therefore, also represent our maximum counterparty credit risk. We incurred no losses due to nonperformance by any of our counterparties during the nine months ended September 30, 2023. As of September 30, 2023, gross derivative asset and liability positions subject to master netting arrangements were $3.5 million and $13.8 million, respectively.
In the case of our loan warehouse facilities, we are subject to risk if the counterparty chooses not to renew a borrowing agreement and we are unable to obtain financing to originate loans. With our loan warehouse facilities, we seek to mitigate this risk by ensuring that we have sufficient borrowing capacity with a variety of well-established counterparties to meet our funding needs. As of September 30, 2023, we had total borrowing capacity under loan warehouse facilities of $8.4 billion, of which $4.0 billion was utilized. Refer to Note 9. Debt to the Notes to Condensed Consolidated Financial Statements for additional information regarding our loan warehouse facilities.
In the case of our call options on our common stock (referred to herein as the “Capped Call Transactions”), if the Capped Call Counterparties, which are financial institutions and initial purchasers of our convertible notes, are unable to meet their obligations under the contract, we may not be able to mitigate the dilutive effect on our common stock upon conversions of our convertible notes or offset any potential cash payments we may be required to make in excess of the principal amount of converted convertible notes.
We are also subject to counterparty risk associated with our use of third-party custodians to safeguard digital assets on behalf of our members. Refer to Note 12. Fair Value Measurements to the Notes to Condensed Consolidated Financial Statements and to Part II, Item 1A. Risk Factors under “ Regulatory, Tax and Other Legal Risks ” for additional information on our counterparty risk as it relates to our digital assets product offering.
Operational Risk
Operational risk is the risk of loss arising from inadequate or failed internal processes, controls, people (e.g., human error or misconduct) or systems (e.g., technology problems), business continuity or external events (e.g., natural disasters), compliance, reputational, regulatory, or legal matters and includes those risks as they relate directly to us, fraud losses attributed to applications and any associated fines and monetary penalties as a result, transaction processing, or employees, as well as to third parties with whom we contract or otherwise do business. We rely on third-party computer systems and third-party providers to support and carry out certain functions on our platform, which are themselves susceptible to operational risk or which may rely on subcontractors to provide services to us that face similar risks. Any interruption in services or deterioration in the quality of the service or performance of such third-party systems or providers could be disruptive to our business and adversely affect our results of operations and the perception of the reliability of our networks and services and the quality of our brand. In addition, we may be subjected to member complaints, fines, subpoenas, civil investigative demands, litigation, disputes, regulatory investigations and other similar actions. We strive to manage operational risk, including operational risk associated with our reliance on third-party systems, through contractual provisions, our system design, and a robust third-party risk management process, which includes establishing policies and procedures to accomplish timely and efficient processing, obtaining periodic internal control attestations from management, conducting internal process Risk Control Self-Assessments and audit reviews to evaluate the effectiveness of internal controls. Our operational risk, and the amount we invest in risk management, may increase as we introduce new products and product features, and as new threat actors and evolving threat vectors, such as account takeover tactics, increase and become more sophisticated. In order to be effective, among other things,
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our enterprise risk management capabilities must adapt and align to support any new product or loan features, capability, strategic development, or external change.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that such disclosure controls and procedures were effective as of the end of the period covered by this Quarterly Report on Form 10-Q and designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the requisite time periods specified in the applicable rules and forms, and that it is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
Changes in Internal Control over Financial Reporting
There have not been any changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended September 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II – OTHER INFORMATION
Item 1. Legal Proceedings
The information required by Item 103 of Regulation S-K is included in Note 15. Commitments, Guarantees, Concentrations and Contingencies to the Notes to Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q.
Item 1A. Risk Factors
In evaluating our company and our business, y ou should carefully consider the risks and uncertainties described below, together with the other information in this Quarterly Report on Form 10-Q, including our condensed consolidated financial statements and the related notes and the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations”. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may have a material adverse effect on our business, reputation, revenue, financial condition, results of operations or future prospects, in which case the market price of our common stock could decline, and you could lose part or all of your investment. Unless otherwise indicated, references in this section and elsewhere in this Quarterly Report on Form 10-Q to our business being adversely affected, negatively impacted or harmed will include an adverse effect on, or a negative impact or harm to, our business, reputation, financial condition, results of operations, revenue or our future prospects. The material and other risks and uncertainties summarized in this Quarterly Report on Form 10-Q and described below are not intended to be exhaustive and are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business. This Quarterly Report on Form 10-Q also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of a number of factors, including the risks described below. See the section titled “Cautionary Statement Regarding Forward-Looking Statements”.
Summary Risk Factors
Our business is subject to numerous risks and uncertainties, which illuminate challenges that we face in connection with the successful implementation of our strategy and the growth of our business. Our business, prospects, financial condition or operating results could be harmed by any of these risks, as well as other risks not currently known to us or that we currently consider immaterial. These risks are discussed more fully below and include, but are not limited to, risks related to:
Business, Financial and Operational Risks
• our ability to successfully identify and address the risks and uncertainties we face;
• demands on our resources, intense and increasing competition, and the success of our business model (including future profitability);
• legislative and regulatory policies and related actions that apply or may apply to us, particularly in connection with student loans, as a result of our operating a bank and as a bank holding company, or given our brokerage and investment advisory activity;
• the loss of one or more significant purchasers of our loans or one or more significant technology platform clients;
• adverse developments affecting the financial services industry, such as actual events or concerns involving liquidity, defaults, or non-performance by financial institutions or transactional counterparties;
• impact of macroeconomic factors, including regulatory responses, elevated and fluctuating inflation, reduced consumer discretionary spending and economic uncertainty;
• failure of third-party service providers or systems on which we rely or, in the event we move certain services or systems in-house, our ability to successfully perform those services or implement and operate those systems;
Risks Related to Market and Interest Rates
• cost and availability of funding in the capital markets and fluctuations in interest rates;
• higher than expected payment speeds of loans or longer holding periods of loans could negatively impact our returns as the holder of the residual interests in securitization trusts;
• decreased demand for certain lending products in the face of high interest rates, such as student loans and home loans;
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Risks Related to Strategic and New Products
• potential and past acquisitions that require significant attention and could disrupt our business and adversely affect our financials;
• our failure to innovate or respond to evolving technological or other changes;
• an increase in fraudulent activity, particularly in connection with our personal loans product, credit card and SoFi Money;
• increased business, economic and regulatory risks from continued expansion abroad, or given our brokerage and investment advisory activity;
Credit Market Related Risks
• worsening economic conditions, including general economic uncertainty, elevated and fluctuating inflation and interest rates, market volatility, the cyclical nature of our industry and ability to maintain expected levels of liquidity;
• our inability to make accurate credit and pricing decisions or effectively forecast our loss rates;
• the discharge of qualified student loans in bankruptcy in certain circumstances;
• the failure of our third-party service providers to perform various functions related to the origination and servicing of loans;
• financial issues or liquidity issues experienced by our technology platform clients that could result in termination of, or inability to pay for, their services;
Risks Related to Funding and Liquidity
• our ability to retain, increase or secure new or alternative financing, including through deposits, to finance our business and the receivables that we originate or other assets that we hold;
• termination of one or more of our warehouse facilities on which we are highly dependent;
• our ability to sell the loans we originate to third parties;
• increases in member loan default rates or possibility of being required to retain or repurchase loans or indemnify the purchasers of our loans;
Regulatory, Tax and Other Legal Risks
• our exposure to evolving laws, rules, regulations and government enforcement policies, federal or state loan forgiveness programs, expansion of the federal student loan income-driven repayment plan, and potential enforcement actions, litigation, investigations, exams or inquiries or impairment of licenses;
• our ability to effectively mitigate risk exposure;
• changes in business, economic or political conditions;
• failure to comply with laws and regulations, including related to banks and bank holding companies, consumer financial protection, anti-money laundering, anti-corruption or privacy, information security and data protection;
• application of regulations and supervision under banking and securities laws and regulations;
• our ability to efficiently protect our intellectual property rights;
• failure to comply with open source licenses for open source software included in our or any of our subsidiaries’ platforms;
• the risk that we are, or any of our subsidiaries is, determined to have been subject to registration as an investment company under the Investment Company Act;
Personnel and Business Continuity Risks
• the loss of key management members or key employees, or an inability to hire key personnel;
• increased business continuity and cyber risks due to our primarily remote workforce;
• natural disasters, power outages, telecommunications failures, man-made problems and similar events;
• employee misconduct;
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Risk Management and Financial Reporting Risks
• our ability to establish and maintain proper and effective internal control over financial reporting and risk management processes and procedures;
• adjustments to our key business metrics, including adjustments to the total number of members in the event a member is removed in accordance with our terms of service may not be reflected in the current period;
• changes in accounting principles generally accepted in the United States;
• regulatory obligations as a result of our business combination with a special purpose acquisition company that may impact us differently than other publicly traded companies;
• incorrect estimates or assumptions by management in connection with the preparation of our financial statements;
Information Technology and Data Risks
• breach or violation of law by a third party on which we depend;
• cyberattacks and other security breaches or disruptions of our systems or third-party systems on which we rely, including our cloud computing services arrangement, including disruptions that may impact our ability to collect loan payments and maintain accurate accounts, or our ability to provide services to our technology platform clients;
• liabilities related to the collection, processing, use, storage and transmission of personal data;
Risks Related to Ownership of Our Securities
• volatility in the price of our common stock, changes in analyst ratings or expectations, and future dilution of our stockholders;
• possibility of securities litigation, which is expensive and time consuming; and
• failure to comply with Nasdaq continued listing standards.
Business, Financial and Operational Risks
We operate in rapidly evolving industries, and have limited experience in parts of our Financial Services and Technology Platform segments, which may make it difficult for us to successfully identify and address the risks and uncertainties we face.
We operate in rapidly evolving industries which may make it difficult to quickly identify risks to our business and evaluate our future prospects. In addition, in recent years, we have rapidly expanded our operations to include or expand, among other things, deposit accounts, credit cards, investment services and technology solutions, home loan originations, and international operations, and we have limited experience in these areas. In the first quarter of 2022, we acquired a bank charter and face risks as a result of our lack of experience operating a bank and as a bank holding company. We also acquired Technisys in the first quarter of 2022, which furthered our international expansion into Latin America and introduced new risks due to our limited history of operations in certain Latin American countries. In 2023, we acquired Wyndham Capital Mortgage (“Wyndham”), a leading fintech mortgage lender, which expanded our home loan business.
In addition to the recent events above, we face numerous challenges to our success, including our ability to:
• increase or maintain the number, volume and types of, and add new features to, the loans we extend to our members as the market for loans evolves and as we face new and increasing competitive threats;
• successfully integrate our past and future acquisitions, including continuing to integrate Wyndham’s technology and employees, performing functions in home loans origination, such as home loans processing and underwriting, which we have not previously performed, and managing the origination of new home loan types;
• increase the number of members utilizing our non-lending products, including our direct deposit feature, and maintain and build on the loyalty of existing members by increasing their use of new or additional products;
• successfully maintain and enhance our diversified funding strategy, including through securitization financing from consolidated and nonconsolidated VIEs, whole loan sales, debt warehouse facilities and deposits;
• further establish, diversify and refine our checking and savings, investment and brokerage offerings to meet evolving consumer needs and preferences;
• offer an attractive annual percentage yield on our deposits compared to our competitors and manage deposit costs;
• diversify our revenue streams across our products and services;
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• favorably compete with other companies and banks, including traditional and alternative technology-enabled lenders, financial service providers, broker-dealers, and technology platform-as-a-service providers;
• continue to realize the benefits of operating a bank;
• introduce new products or other offerings to meet the needs of our existing and prospective members or to keep pace with competitive lending, checking and savings, investment, technology and other developments;
• maintain or increase the effectiveness of our direct marketing, and other sales and marketing efforts, and maintain our brand;
• successfully design, develop, integrate, operate and maintain technology systems at scale and with a high degree of reliability that support our member growth and product adoption;
• successfully navigate economic conditions and fluctuations in the credit markets, including elevated and fluctuating inflation, interest rates that are higher than those in the recent past, recessionary pressures and economic uncertainty;
• continue to add new clients and new products to existing clients in our technology platform-as-a-service business;
• successfully identify financial issues or liquidity issues experienced by our technology platform clients that could result in termination of, or their inability to pay for, our technology platform services;
• successfully diversify our technology platform clients into new industry verticals and new geographies;
• successfully identify a slowdown or acceleration in the business growth of our technology platform clients to ensure aligned costs and capabilities;
• establish fraud prevention strategies that proactively identify threat vectors and mitigate losses;
• defend our platform from information security vulnerabilities, cyberattacks or malicious attacks;
• effectively manage the growth of our business;
• effectively manage our expenses;
• obtain debt or equity capital on attractive terms or at all;
• successfully continue to expand internationally;
• adequately respond to macroeconomic and other exogenous challenges, including continued government efforts to curb inflation, which may impact the overall economy and affect demand for our products and services, market volatility, particularly in the financial services industry, changes in consumer confidence and consumer discretionary spending, pandemics or other health-related crises, the war between Israel and Hamas, and the ongoing war in Ukraine;
• maintain successful relationships with our governmental regulatory agencies and law enforcement authorities, as well as self-regulatory agencies; and
• anticipate and react to changes in an evolving regulatory and political environment.
We may not be able to successfully address the risks and uncertainties we face, which could negatively impact our business, financial condition, results of operations, cash flows and future prospects.
We have a history of losses, and may not achieve profitability in the future and there is no assurance that our revenue and business model will be successful.
We have a history of net losses. We may continue to incur net losses in the future, and such losses may fluctuate significantly from quarter to quarter. We will need to generate and sustain significant revenues for our business generally, and achieve greater scale and generate greater operating cash flows from our Financial Services segment, in particular, in future periods in order to achieve, maintain or increase our level of profitability. We intend to continue to invest in sales and marketing, technology, and new products and services in order to enhance our brand recognition and our value proposition to our members, prospective members and clients in our technology platform business, and these additional costs will create further challenges to generating near-term profitability. Our general and administrative expenses have and may in the future increase to meet the increased compliance and other requirements associated with operating as a public company and a bank holding company, operating a bank, and evolving regulatory requirements. See “ Regulatory, Tax and Other Legal Risks—As a bank holding company, we are subject to extensive supervision and regulation, and changes in laws and regulations applicable to bank holding companies could limit or restrict our activities and could have a material adverse effect on our operations ”.
We are continuously refining our revenue and business model, which is premised on creating a virtuous cycle for our members to engage with more products across our platform, a strategy we refer to as the Financial Services Productivity Loop,
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and, with respect to our Technology Platform segment, adoption by clients of additional platform-as-a-service offerings. There is no assurance that our revenue and business model or any changes to our revenue and business model to better position us with respect to our competitors will be successful. Our efforts to grow our business may be more costly than we expect, and we may not be able to increase our revenue sufficiently to offset our higher operating expenses. We may continue to incur losses and not achieve future profitability or, if achieved, we may be unable to maintain such profitability, due to a number of reasons, including the risks described in this Quarterly Report on Form 10-Q, unforeseen expenses, difficulties, complications and delays, differences between our assumptions and estimates and results, further deterioration in macroeconomic conditions and other unknown events.
We have experienced rapid growth in recent years, including through the addition of new products and lines of business and into new geographies, which may place significant demands on our operational, risk management, sales and marketing, technology, compliance, and finance and accounting resources.
Our rapid growth in certain areas of our business in recent years, primarily within our Financial Services and Technology Platform segments, as well as operating as a bank holding company, has placed significant demands on our operational, risk management, sales and marketing, technology, compliance, and finance and accounting infrastructure, and has resulted in increased expenses, a trend that we expect to continue as our business grows. In addition, we are required to continuously develop and adapt our systems and infrastructure in response to the increasing sophistication of the consumer financial services market, changing technologies, evolving fraud, privacy and information security landscape, and regulatory developments, both domestically and internationally, relating to our existing and projected business activities. Our future growth will depend on, among other things, our ability to maintain an operating platform and management system able to address such growth, our ability to grow and optimize deposit balances, and our ongoing ability to demonstrate to our regulators that our risk management and compliance practices are growing in a commensurate fashion, all of which will require us to incur significant additional expenses, expand our workforce and commit additional time from senior management and operational resources. We may not be able to manage supporting and expanding our operations effectively, and any failure to do so would adversely affect our ability to increase the scale of our business, generate projected revenue and control expenses.
Our results of operations and future prospects depend on our ability to retain existing members and attract new members. We face intense and increasing competition and, if we do not compete effectively, our competitive positioning and our operating results will be harmed.
We operate in a rapidly changing and highly competitive industry, and our results of operations and future prospects depend on, among others:
• the continued growth and engagement of our member base;
• our ability to monetize our member base, including through the use of additional products by our existing members;
• our ability to acquire members at a lower cost; and
• our ability to increase the overall value to us of each of our members while they remain on our platform (which we refer to as a member’s lifetime value).
We expect our competition to continue to increase, as there are no substantial barriers to entry to certain of the markets we serve. Some of our current and potential competitors have longer operating histories, particularly with respect to our financial services products, significantly greater financial, technical, marketing and other resources and a larger customer base than we do. This allows them to potentially offer more competitive pricing or other terms or features, a broader range of financial products, or a more specialized set of specific products or services, as well as respond more quickly than we can to new or emerging technologies and changes in member preferences. In addition to established enterprises, we may also face competition from early-stage companies attempting to capitalize on the same, or similar, opportunities as we are. Our existing or future competitors may develop products or services that are similar to our products and services or that achieve greater market acceptance than our products and services. This could attract current or potential members away from our services and reduce our market share in the future. Additionally, when new competitors seek to enter our markets, or when existing market participants seek to increase their market share, these competitors sometimes undercut, or otherwise exert pressure on, the pricing terms prevalent in that market, which could adversely affect our market share and/or our ability to capitalize on market opportunities.
We currently compete at multiple levels with a variety of competitors, including:
• other personal loan, student loan refinancing, in-school student loan and home loan lenders, including other banks and other financial institutions, as well as credit card issuers, that can offer more competitive interest rates or terms;
• banks and other financial institutions, with respect to our checking and savings accounts;
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• rewards credit cards provided by other financial institutions, with respect to our SoFi Credit Card;
• other brokerage firms, including online or mobile platforms, and other companies for our SoFi Invest accounts;
• other mortgage lenders, including fintech-focused lenders, and other companies for our home loans;
• other technology platforms with respect to the enterprise services we provide, such as technology products and solutions via Galileo and Technisys;
• other content providers for subscribers to our financial services content, including content from alternative providers available to our subscribers through our Lantern Credit service, which is a financial services aggregator providing marketplace lending products, and various enterprise partnerships; and
• other financial services firms offering employers a comprehensive platform for employees to build financial well-being through student loan and 529 educational plan contributions, educational tools, and financial resources, all of which we provide through SoFi At Work.
We believe that our ability to compete depends upon many factors both within and beyond our control, including, among others, the following:
• the size, diversity and lifetime value of our member base and technology platform clients;
• our ability to introduce successful new products and services, or to iterate and innovate on existing products or services to satisfy evolving member and technology platform client preferences or to keep pace with market trends;
• our ability to diversify our revenue streams across our products and services, and cost effectively acquire new members and technology platform clients;
• the timing and market acceptance of our products and services, including developments and enhancements to those products and services, offered by us and our competitors;
• member and technology platform client service and support efforts;
• selling, marketing and promotional efforts;
• our ability to compete on price, particularly with respect to the SoFi Invest product where demand for our products and services may be affected if we are unable to compete with other brokerages on price;
• our ability to offer competitive interest rates on deposit accounts;
• the ease of use, performance, price and reliability of solutions developed either by us or our competitors;
• our ability to attract and retain talent;
• changes in economic conditions, and regulatory and policy developments;
• our ability to successfully operate a national bank, grow deposits and realize the potential benefits to our members;
• our ability to successfully scale our products and services and execute on our Financial Services Productivity Loop strategy and our other business plans, including successfully integrating our acquisitions and diversifying our technology platform clients into new industry verticals and new geographies;
• general market conditions and their impact on our liquidity and ability to access funding;
• the impact of macroeconomic conditions, including the impacts from current efforts to curb inflation, stock market volatility, changes in consumer confidence and consumer discretionary spending, and related developments on the lending and financial services markets we serve; and
• our brand strength relative to our competitors.
Our current and future business prospects demand that we act to meet these competitive challenges but, in doing so, our revenues and results of operations could be adversely affected if we, for example, increase marketing or other expenditures or make new expenditures in other areas. Competitive pressures could also result in us reducing the annual percentage rate on the loans we originate, increasing the annual percentage rate we pay on the checking and savings product, charging fees for services we currently provide for free, incurring higher member or technology platform client acquisition costs, or make it more difficult for us to grow our loan originations in both number of loans and volume for new as well as existing members or expand the adoption of additional products by our current, or acquire new, technology platform clients. All of the foregoing factors and events could adversely affect our business, financial condition, results of operations, cash flows and future prospects.
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Adverse developments affecting the financial services industry, such as actual events or concerns involving liquidity, defaults, or non-performance by financial institutions or transactional counterparties, could adversely affect our financial condition and results of operations.
Actual events involving limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions, transactional counterparties or other companies in the financial services industry or the financial services industry generally, or concerns or rumors about any events of these kinds or other similar risks, have in the past and may in the future lead to market-wide liquidity problems and adversely affect our financial condition and results of operations. For example, Silicon Valley Bank ("SVB") and Signature Bank were put into FDIC receivership in March 2023 and First Republic Bank was put into FDIC receivership in May 2023. These market developments have negatively impacted customer confidence in the safety and soundness of certain banks. As a result, although we have not observed a decline in our deposits to date, our members may choose to maintain deposits with other financial institutions or spread their deposit funds among multiple financial institutions. The closure of financial institutions, even if such financial institutions are unrelated to our business, may result in a deterioration of consumer confidence in banks and the banking system more broadly as well as declines in the price of our stock or reluctance of our members to use our products and services.
Inflation and rapid increases in interest rates have led to a decline in the trading value of previously issued government securities with interest rates below current market interest rates. Although the Treasury, FDIC and Federal Reserve Board have announced a program to provide up to $25 billion of loans to financial institutions secured by certain of such government securities held by financial institutions to mitigate the risk of potential losses on the sale of such instruments, widespread demands for customer withdrawals or other liquidity needs of financial institutions for immediate liquidity may exceed the capacity of such program. Additionally, there is no guarantee that the Treasury, FDIC and Federal Reserve Board will provide access to uninsured funds in the event of the closure of other banks or financial institutions, or that they would do so in a timely fashion.
It is likely that, if the banking sector deteriorates, the U.S. and/or other global economies would be adversely affected, including the possibility of a recession, the duration and severity of which is difficult to predict. These developments may adversely affect our business, financial condition and results of operations.
Our future growth depends significantly on our branding and marketing efforts, and if our marketing efforts are not successful or we receive negative publicity, our business and results of operations will be harmed.
We have invested significantly in our brand and believe that maintaining and enhancing our brand identity is critical to our success. Our ability to attract members depends in large part on the success of these marketing efforts and the success of the marketing channels we use to promote our products. Our marketing channels include, but are not limited to, earned media through press, social media and search engine optimization, as well as paid advertising, such as online affiliations, search engine marketing, digital marketing, social media marketing, influencer marketing, offline partnerships, out-of-home, direct mail, lifecycle marketing and television and radio advertising. Our ability to compete for, attract and maintain members, lending counterparties, marketing partners and other partners relies to a large extent on their trust in our business, our reputation and the value of our brand. While our goal remains to increase the strength, recognition and trust in our brand by increasing our member base and expanding our products and services, if in the future any of our current marketing channels becomes less effective, if we are unable to continue to use any of these channels, if we receive negative publicity or fail to maintain our brand, if the cost of using these channels significantly increases or if we are not successful in generating new channels, we may not be able to attract new members or increase the activity of our existing members on our platform in a cost-effective manner. If we are unable to recover our marketing costs through increases in the size, value or the overall number of loans we originate, or member selection and utilization of other SoFi products such as SoFi Money, SoFi Invest and SoFi Credit Card, it could have a material adverse effect on our business, financial condition, results of operations, cash flows and future prospects. In addition, negative publicity can adversely affect our reputation and damage our brand, and may arise from many sources, including actual or alleged misconduct, errors or improper business practices by employees, employee claims of discrimination or harassment, product failures, existing or future litigation or regulatory actions, inadequate protection of consumer information, data breaches, matters related to or affecting our financial reporting or compliance with SEC and Nasdaq listing requirements and media coverage, whether accurate or not. Negative publicity or allegations could reduce demand for our products, result in a decrease in the price of our stock, undermine the loyalty of our members and the confidence of our lending counterparties and technology platform clients, impact our partnerships, reduce our ability to recruit and retain employees or lead to greater regulatory scrutiny, all of which could lead to the attrition of our members, lending counterparties, technology platform clients and harm our results of operations. In addition, we and our officers, directors and/or employees have been, and may in the future be, named or otherwise involved in litigation or claims, including employment-related claims such as workplace discrimination or harassment, which could result in negative publicity and/or adversely impact our business, even if we are ultimately successful in defending against or litigating such claims.
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Reputational harm, including as a result of our actual or alleged conduct or public opinion of the financial services industry generally, could adversely affect our business, results of operations, and financial condition.
Reputation risk, or the risk to our business, earnings and capital from negative public opinion, is inherent in our business and has increased substantially because of our size and profile in the financial services industry. Negative public opinion about the financial services industry generally or us specifically could adversely affect our reputation and our ability to keep and attract customers. For example, public opinion of the financial services industry was negatively impacted following the closure of SVB and generally resulted in decreases in the stock prices of financial services companies. Negative public opinion could result from our actual or alleged conduct in any number of activities, including sales and marketing practices; home loan or other consumer lending practices; loan origination or servicing activities; mortgage foreclosure actions; management of client accounts or investments; lending, investing or other business relationships; identification and management of potential conflicts of interest from transactions; obligations and interests with and among our members or customers; environmental, social and governance practices; litigation or regulatory actions taken by us or to which we are a party; regulatory compliance; risk management; incentive compensation practices; and disclosure, sharing or inadequate protection or improper use of member or customer information, and from actions taken by government regulators and community or other organizations in response to that conduct. Although we have policies and procedures in place intended to detect and prevent conduct by employees and third-party service providers that could potentially harm members or customers or our reputation, there is no assurance that such policies and procedures will be fully effective in preventing such conduct. Furthermore, our actual or perceived failure to address or prevent any such conduct or otherwise to effectively manage our business or operations could result in significant reputational harm. Moreover, negative public opinion has in the past and could in the future result from actions by the financial services industry generally, including due to the failure of one or more additional banks, or by certain members or individuals in the industry and can adversely affect our reputation with no actual or alleged actions on our part. For example, our marketing strategy includes an emphasis on social media. Social media provides a powerful medium for consumers, employees and others to communicate their approval of or displeasure with a business. This aspect of social media is especially challenging because it allows any individual to reach a broad audience with an ability to respond or react, in near real time, with comments that are often not filtered or checked for accuracy. We are beginning to monitor social media metrics for their impact on our business but if we are unable to quickly and effectively respond, any negative publicity could “go viral”, causing nearly immediate and potentially significant harm to our brand and reputation, and our business, whether or not factually accurate, including a significant withdrawal of deposits from SoFi Bank within a short period of time.
Legislative and regulatory policies and related actions in connection with student loans could have a material adverse effect on our student loan portfolios.
In recent years, there has been increased focus by policymakers on outstanding federal student loans, including, among other things, on the total volume of outstanding loans and on the number of loans outstanding per borrower. In response, there has been discussion of potential legislative and regulatory actions and other possible steps to, among other things:
• permit private education loans such as our refinanced student loan and in-school student loan products to be discharged in bankruptcy without the need to show undue hardship;
• amend the federal postsecondary education loan programs, including to reduce interest rates on certain loans, to revise repayment plans, to make income-driven repayment plans more attractive to borrowers, to implement broader loan forgiveness plans, to provide for refinancing of private education loans into federal student loans at low interest rates, to reduce or eliminate the Grad PLUS program (which authorizes loans that comprise a substantial portion of our student loan refinancing business) and to provide for refinancing of existing federally held student loans into new federal student loans at low interest rates;
• require private education lenders to reform loan agreements to provide for income-driven repayment plans and other payment plans; and
• make sweeping changes to the entire cost structure and financial aid system for higher education in the U.S., including proposals to provide free postsecondary education.
For example, in August 2022, President Biden announced relief measures for federal student loan borrowers, including forgiveness of $10,000 of student loans (or up to $20,000 if student loans are Pell Grants) for anyone earning less than $125,000 annually and certain changes to income-driven repayment plans for student loans (the “Biden Forgiveness Program”). Although the U.S. Supreme Court subsequently struck down the Biden Forgiveness Program, President Biden indicated between October 1, 2023 and September 30, 2024, he would allow federal loan borrowers to not be considered delinquent if they miss a payment and that the U.S. Department of Education will not refer borrowers who fail to pay their student loan bills to credit agencies. In addition, on July 14, 2023, President Biden announced that $39 billion in federal student loan debt would
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be eliminated to remedy mistakes of loan servicers, and other student loan holders will have their loans adjusted. On October 4, 2023, the Biden Administration approved an additional 125,000 borrowers for student loan debt relief, totaling an additional $9 billion in student debt forgiveness. While we have seen and expect we may continue to see an increase in student loan refinancing volume following the end of federal student loan moratorium in August 2023, the timing and impact to our student loan refinancing product will largely depend on expectations regarding the introduction or implementation of additional relief measures, the interest rate environment, how competitive our student loan refinancing products are compared to our competitors and macroeconomic factors. If in the future, student loans were forgiven or canceled in any meaningful scale, or if federal loan borrowers were permitted to refinance at lower interest rates, our profitability, results of operations, financial condition, cash flows or future business prospects could be materially and adversely affected as a result. In particular, our student loan refinancing business within our Lending segment, which is our largest segment, would be materially and adversely affected. In addition, proposals to make student loans dischargeable in bankruptcy or similar proposals could make whole loan purchasers less likely to purchase our student loans, securitization investors less likely to purchase securities backed by our student loans or warehouse lenders less likely to lend against our student loans at attractive advance rates. As a result of any material adverse effect to our Lending segment, our overall profitability, results of operations, financial condition, cash flows or future business prospects may be adversely affected. See “ Regulatory, Tax and Other Legal Risks—Legislative and regulatory actions and related economic uncertainty have had and could in the future have a material adverse effect on our current loan portfolios and our loan origination volume ”.
We may experience fluctuations in our quarterly operating results.
We may experience fluctuations in our quarterly operating results due to a number of factors, including changes in the fair values of our instruments (including, but not limited to, our loans), the level of our expenses, the degree to which we encounter competition in our markets, general economic conditions, the rate and credit market environment and our ability to raise our coupon rates along with interest rates that are higher than those in the recent past, legal or regulatory developments, changing demographics, and legislative, regulatory or policy changes. In light of these factors, results for any period should not be relied upon as being indicative of performance in future periods.
We sell our loans to a concentrated number of whole loan purchasers and the loss of one or more significant purchasers could have a negative impact on our operating results.
Although we have begun to hold loans on-balance sheet for longer periods, when we sell our personal loans, student loans and home loans, we sell to a concentrated number of whole loan purchasers. There are inherent risks whenever a large percentage of a business is concentrated with a limited number of parties. It is not possible for us to predict the future level of demand for our loans by these or other purchasers. In addition, purchases of our loans by these purchasers have historically fluctuated and may continue to fluctuate based on a number of factors, some of which may be outside of our control, including economic conditions, the availability of alternative investments, changes in the terms of the loans, loans offered by competitors, prevailing interest rates and a change in business plan, liquidity or strategy by the purchaser. If any of these purchasers significantly reduces the dollar amount of the loans it purchases from us, we may be unable to sell those loans to another purchaser on favorable terms or at all, which may require us to reduce originations or hold additional loans on balance sheet and may reduce our flexibility in making financing decisions. In addition, the loss of one or more significant purchasers of our loans could increase the volatility of the mark-to-market methodology we use to determine the fair value of the loans we hold on balance sheet. This may have a material adverse effect on our revenues, results of operations, capital requirements, liquidity and cash flows.
Galileo and Technisys depend on a small number of clients, the loss or disruptions in operations of any of which could have a material adverse effect on their businesses and financial results, and negatively impact our financial results and results of operations.
Galileo and Technisys revenue from clients is highly concentrated. There are inherent risks whenever a large percentage of net revenue is concentrated with a limited number of clients, including fluctuations in revenue, the loss of any one or more of those clients as a result of bankruptcy or insolvency proceedings involving the client, the loss of the client to a competitor, harm to that client’s reputation or financial prospects or other reasons, including adverse general economic conditions affecting Galileo and Technisys clients many of which are fintechs and other financial services firms. Any reduction in the amount of revenues that we derive from these clients, without an offsetting increase in new sales to other clients, has had and could have a material adverse effect on our operating results in the future. A significant change in the liquidity or financial position of our clients could also have a material adverse effect on our liquidity and our future operating results. In addition, disruptions in the operations of certain of Galileo’s key clients have had an adverse impact on Galileo, and any future disruptions in the operations of any key Galileo or Technisys clients could be material and have an adverse impact on our results of operations.
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We rely on third parties to perform certain key functions, and their failure to perform those functions could adversely affect our business, financial condition and results of operations.
We rely on certain third-party computer systems or third-party service providers, including cloud technology providers such as Amazon Web Services (“AWS”), internet service providers, payment services providers, market and third-party data providers, regulatory services providers, clearing systems, market makers, exchange systems, banking systems, co-location facilities, communications facilities and other facilities to run our platform, facilitate trades by our members and support or carry out certain functions. For example, to provide our checking and savings account, cash management account, credit card and other products and services, we rely on third parties that we do not control, such as payment card networks, our acquiring and issuing processors, payment card issuers, various financial institution partners, systems like the ACH, and other partners. We rely on these third parties for a variety of services, including the transmission of transaction data, processing of chargebacks and refunds, settlement of funds, and the provision of information and other elements of our services. In addition, external content providers provide us with financial information, market news, charts, option and stock quotes, digital assets quotes, research reports and other fundamental data that we provide to our members. Any interruption in these third-party services, or deterioration in the quality of their service or performance, could be disruptive to our business.
Further, we may, from time to time, decide to modify or terminate relationships with third-party service providers and to perform certain functions and/or services internally. For example, we historically used a third party bank to issue the SoFi Money debit cards and sponsor access to debit networks for payment transactions, funding transactions and associated settlement of funds, and sponsor and support ACH, check and wire transactions along with associated funds settlement. However, after gaining direct access to debit networks, we directly perform services previously sponsored by the third party bank and there is no guarantee we will be able to perform them satisfactorily. Additionally, the migration of any such functions and/or services may introduce additional risks and could cause disruption to our business.
Our third-party service providers are susceptible to operational, technological and security vulnerabilities, including security breaches, which may impact our business, and our ability to monitor our third-party service providers’ data security is limited. In addition, these third-party service providers may rely on subcontractors to provide services to us that face similar risks.
Failures or security breaches by or of our third-party service providers or their subcontractors that result in an interruption in service, unauthorized access, misuse, loss or destruction of data or other similar occurrences could interrupt our business, have in the past and could in the future cause us to incur losses, result in decreased member satisfaction and increase member attrition, subject us to member complaints, significant fines, litigation, disputes, claims, regulatory investigations or other inquiries and harm our reputation. Through contractual provisions and third-party risk management processes, we take steps to require that our providers, and their subcontractors, protect our data and information, including personal data. However, due to the size and complexity of our technology platform and services, the amount of data that we store and the number of members, technology platform clients, employees and third-party service providers with access to personal data, we, our third-party service providers and their subcontractors are potentially vulnerable to a variety of intentional and inadvertent cybersecurity breaches and other security-related incidents and threats, which could result in a material adverse effect on our business, financial condition and results of operations. Any contractual protections we may have from our third-party service providers may not be sufficient to adequately protect us against such consequences, and we may be unable to enforce any such contractual protections.
In addition, there is no assurance that our third-party service providers or their subcontractors will be able to continue to provide these services to meet our current needs in an efficient, cost-effective manner or that they will be able to adequately expand their services to meet our needs in the future. Certain of our vendor agreements are terminable on short or no notice, and if current vendors were to stop providing services to us on acceptable terms, we may be unable to procure alternatives from other vendors in a timely and efficient manner and on acceptable terms, or at all. An interruption in or the cessation of service by our third-party service providers or their subcontractors, coupled with our possible inability to make alternative arrangements in a smooth, cost-effective and timely manner, could have adverse effects on our business, financial condition and results of operations.
If a service provider fails to provide the services required or expected, or fails to meet applicable contractual or regulatory requirements such as service levels or compliance with applicable laws, the failure could negatively impact our business. Such a failure could also adversely affect the perception of the reliability of our networks and services and the quality of our brand, which could materially adversely affect our business and results of operations. Further, if there were deficiencies in the oversight and control of our third-party relationships, and if our regulators held us responsible for those deficiencies, it could have an adverse effect on our business, reputation and results of operations.
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The conditional conversion feature of the notes, if triggered, may adversely affect our financial condition.
Holders of our convertible notes issued in October 2021 and due in 2026 (the “notes”) may be entitled to convert the notes during specified periods at their option. If one or more holders elect to convert their notes, we may settle any converted principal through the payment of cash, which could adversely affect our financial results and liquidity and could result in a decline in our stock price.
The Capped Call Transactions may affect the value of the notes and our common stock.
In connection with the issuance of the notes, we entered into privately negotiated capped call transactions (the “Capped Call Transactions”) with certain financial institutions (the “Capped Call Counterparties”). The Capped Call Transactions are expected generally to reduce the potential dilutive effect on our common stock upon any conversion of the notes and/or offset any potential cash payments we are required to make in excess of the principal amount of converted notes, as the case may be, with such reduction and/or offset subject to a cap. In connection with establishing their initial hedges of the Capped Call Transactions, the Capped Call Counterparties or their respective affiliates entered into various derivative transactions with respect to our common stock and/or purchased shares of our common stock concurrently with or shortly after the pricing of the notes.
In addition, the Capped Call Counterparties and/or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to our common stock and/or purchasing or selling our common stock or other securities of ours in secondary market transactions following the pricing of the notes and from time to time prior to the maturity of the notes (and are likely to do so following any conversion of the notes, any repurchase of the notes by us on any fundamental change repurchase date, any redemption date or any other date on which the notes are retired by us, in each case if we exercise the relevant election to terminate the corresponding portion of the Capped Call Transactions). This activity could also cause or avoid an increase or a decrease in the market price of our common stock or the notes. The potential effect, if any, of these transactions and activities on the market price of our common stock or the notes will depend, in part, on market conditions and cannot be ascertained at this time. Any of these activities could adversely affect the value of our common stock.
We are subject to counterparty risk with respect to the Capped Call Transactions, and the Capped Call Transactions may not operate as planned.
The Capped Call Counterparties are financial institutions or affiliates of financial institutions, and we will be subject to the risk that any or all of them might default under the Capped Call Transactions. Our exposure to the credit risk of the Capped Call Counterparties will not be secured by any collateral. Global economic conditions have, from time to time, resulted in the actual or perceived failure or financial difficulties of many financial institutions. If a Capped Call Counterparty becomes subject to insolvency proceedings, we will become an unsecured creditor in those proceedings with a claim equal to our exposure at that time under our transactions with that Capped Call Counterparty. Our exposure will depend on many factors, but, generally, an increase in our exposure will be correlated with increases in the market price or the volatility of our common stock. In addition, upon a default by a Capped Call Counterparty, we may suffer more dilution than we currently anticipate with respect to our common stock. We can provide no assurances as to the financial stability or viability of any Capped Call Counterparty.
In addition, the Capped Call Transactions are complex, and they may not operate as planned. For example, the terms of the Capped Call Transactions may be subject to adjustment, modification or, in some cases, renegotiation if certain corporate or other transactions occur. Accordingly, these transactions may not operate as we intend if we are required to adjust their terms as a result of transactions in the future or upon unanticipated developments that may adversely affect the functioning of the Capped Call Transactions.
Market and Interest Rate Risks
Our business and results of operations have in the past and may in the future be adversely affected by the financial markets, fiscal, monetary, and regulatory policies, and economic conditions generally.
Our business, results of operations and reputation are directly affected by elements beyond our control, including general economic, political, social and health conditions in the U.S. and in countries abroad. These elements can arise suddenly and the full impact can remain unknown or result in adverse effects, including, but not limited to, extreme volatility in credit, equity and foreign currency markets, changes to buying patterns of our members and prospective members or reductions in the credit quality of our members.
In particular, markets in the U.S. or abroad have been and may in the future be affected by the level and volatility of interest rates, availability and market conditions of financing, recessionary pressures, inflation, supply chain disruptions,
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changes in consumer spending, employment levels, labor shortages, federal government shutdowns, developments related to the U.S. federal debt ceiling, changes in legislation, regulations or policy, energy prices, home prices, commercial property values, bankruptcies, a default by a significant market participant or class of counterparties, market volatility, liquidity of the global financial markets, the growth of global trade and commerce, exchange rates, trade policies, the availability and cost of capital and credit, disruption of communication, transportation or energy infrastructure and investor sentiment and confidence. Additionally, global markets have been and may in the future be adversely affected by the current or anticipated impact of climate change, extreme weather events or natural disasters, the emergence or continuation of widespread health emergencies or pandemics (such as the COVID-19 pandemic), cyberattacks or campaigns, military conflict, including the war between Israel and Hamas and the ongoing war in Ukraine, terrorism or other geopolitical events which may affect our results of operations. For example, although we do not have operations in the locations impacted by these conflicts, the ongoing war in these locations has led and could in the future lead to macroeconomic effects, including volatility in commodity prices and the supply of energy resources, instability in financial markets, supply chain interruptions, political and social instability, as well as an increase in cyberattacks and espionage. Also, any sudden or prolonged market downturn in the U.S. or abroad, as a result of the above factors or otherwise, could adversely affect our business, results of operations and financial condition, including capital and liquidity levels. We are not able to predict with any certainty the ultimate impact that any of these events, as well as any other future events, may have on our business.
Significant downturns in the securities markets or in general economic and political conditions may also cause individuals to be reluctant to make their own investment decisions and thus decrease the demand for our products and services and could also result in our members reducing their engagement with our platform. In addition, such significant downturns may cause funding and liquidity concerns for our current and prospective technology platform clients reducing their adoption and use of our platform-as-a-service products. Conversely, significant upturns in the securities markets or in general economic and political conditions may cause individuals to be less proactive in seeking ways to improve the returns on their trading or investment decisions and, thus, decrease the demand for our products and services. Any of these changes could cause our future performance to be uncertain or unpredictable, and could have an adverse effect on our business, financial condition and results of operations. In addition, a prolonged weakness in the U.S. equity markets or a general extended economic downturn could cause our members or technology platform clients to incur losses, which in turn could cause our brand and reputation to suffer. If our reputation is harmed, the willingness of our existing members or technology platform clients and potential new members or clients to do business with us could be negatively impacted, which would adversely affect our business, financial condition and results of operations.
Our business is sensitive to interest rates and interest rates are highly sensitive to many factors that are beyond our control, including global, domestic and local economic conditions and the policies of various governmental and regulatory agencies and, in particular, the Federal Reserve. The Federal Reserve increased interest rates throughout 2022 and multiple times in 2023, has signaled that interest rates will continue to be higher than recent past, and that it may continue to raise rates further. Further changes to prevailing interest rates could influence not only the interest we receive on loans and investments and the amount of interest we pay on deposits and borrowings, but such changes could also affect (i) our ability to originate loans at competitive rates and obtain deposits; (ii) the fair value of our financial assets and liabilities; (iii) the average duration of our loan portfolios and other interest-earning assets; (iv) the mix of lending products we originate which is influenced by demand for refinancing products, and (v) the competition faced by our SoFi Money deposit product from other investment products which may become more attractive as interest rates rise. See “Changing expectations for inflation and deflation and corresponding fluctuations in interest rates could decrease demand for o
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.