Cover Page |
3 Months Ended |
|---|---|
Mar. 31, 2021 | |
| Cover [Abstract] | |
| Document Type | S-1 |
| Entity Registrant Name | SoFi Technologies, Inc. |
| Entity Filer Category | Non-accelerated Filer |
| Entity Small Business | false |
| Entity Emerging Growth Company | false |
| Amendment Flag | false |
| Entity Central Index Key | 0001818874 |
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares |
Mar. 31, 2021 |
Dec. 31, 2020 |
|---|---|---|
| Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
| Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 |
| Preferred stock, shares issued (in shares) | 0 | 0 |
| Preferred stock, shares outstanding (in shares) | 0 | 0 |
| Class A ordinary shares | ||
| Maximum shares subject to forfeiture (in shares) | 61,301,540 | 67,342,389 |
| Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
| Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 |
| Common stock, shares issued (in shares) | 19,198,460 | 13,157,611 |
| Common stock, shares outstanding (in shares) | 19,198,460 | 13,157,611 |
| Class B ordinary shares | ||
| Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
| Common stock, shares authorized (in shares) | 50,000,000 | 50,000,000 |
| Common stock, shares issued (in shares) | 20,125,000 | 20,125,000 |
| Common stock, shares outstanding (in shares) | 20,125,000 | 20,125,000 |
Consolidated Balance Sheets - USD ($) |
Mar. 31, 2021 |
Dec. 31, 2020 |
Dec. 31, 2019 |
|||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Assets | ||||||||||||||||||||||||||
| Cash and cash equivalents | $ 39,940 | $ 259,714 | ||||||||||||||||||||||||
| Operating lease right-of-use assets | 116,858,000 | $ 101,446,000 | ||||||||||||||||||||||||
| Total assets | 805,817,385 | 806,077,995 | ||||||||||||||||||||||||
| Liabilities: | ||||||||||||||||||||||||||
| Operating lease liabilities | 139,796,000 | 124,745,000 | ||||||||||||||||||||||||
| TOTAL LIABILITIES | 187,773,749 | 127,639,700 | ||||||||||||||||||||||||
| Commitments, guarantees, concentrations and contingencies | ||||||||||||||||||||||||||
| Temporary Equity | ||||||||||||||||||||||||||
| Redeemable preferred stock | 613,043,629 | 673,438,294 | ||||||||||||||||||||||||
| Permanent deficit: | ||||||||||||||||||||||||||
| Additional paid-in capital | 121,162,126 | 60,768,065 | ||||||||||||||||||||||||
| Accumulated deficit | (116,166,052) | (55,771,393) | ||||||||||||||||||||||||
| Total Permanent Equity | 5,000,007 | 5,000,001 | ||||||||||||||||||||||||
| TOTAL LIABILITIES, TEMPORARY EQUITY AND PERMANENT EQUITY | 805,817,385 | 806,077,995 | ||||||||||||||||||||||||
| Social Finance, Inc. | ||||||||||||||||||||||||||
| Assets | ||||||||||||||||||||||||||
| Cash and cash equivalents | 351,283,000 | 872,582,000 | 499,486,000 | |||||||||||||||||||||||
| Restricted cash and restricted cash equivalents | 347,284,000 | [1] | 450,846,000 | [1],[2] | 190,720,000 | [2] | ||||||||||||||||||||
| Loans | 4,486,828,000 | [1],[3] | 4,879,303,000 | [1],[2],[3],[4] | 5,387,958,000 | [2],[4] | ||||||||||||||||||||
| Servicing rights | 161,240,000 | 149,597,000 | 201,618,000 | |||||||||||||||||||||||
| Securitization investments | 462,109,000 | 496,935,000 | 653,952,000 | |||||||||||||||||||||||
| Equity method investments | 0 | 107,534,000 | 104,049,000 | |||||||||||||||||||||||
| Property, equipment and software | 82,825,000 | 81,489,000 | 59,553,000 | |||||||||||||||||||||||
| Goodwill | 899,270,000 | 899,270,000 | 15,673,000 | |||||||||||||||||||||||
| Intangible assets | 335,719,000 | 355,086,000 | 11,783,000 | |||||||||||||||||||||||
| Operating lease right-of-use assets | 116,553,000 | 116,858,000 | 101,446,000 | |||||||||||||||||||||||
| Related party notes receivable | 0 | 17,923,000 | 9,174,000 | |||||||||||||||||||||||
| Other assets | 139,126,000 | [5] | 136,076,000 | [5],[6] | 53,748,000 | [6] | ||||||||||||||||||||
| Total assets | 7,382,237,000 | 8,563,499,000 | 7,289,160,000 | |||||||||||||||||||||||
| Liabilities: | ||||||||||||||||||||||||||
| Accounts payable, accruals and other liabilities | 421,061,000 | 452,909,000 | [2] | 103,590,000 | [2] | |||||||||||||||||||||
| Operating lease liabilities | 138,822,000 | 139,796,000 | 124,745,000 | |||||||||||||||||||||||
| Debt | 3,827,424,000 | [1] | 4,798,925,000 | [1],[2] | 4,688,378,000 | [2] | ||||||||||||||||||||
| Residual interests classified as debt | 114,882,000 | [1] | 118,298,000 | [1],[2] | 271,778,000 | [2] | ||||||||||||||||||||
| TOTAL LIABILITIES | 4,502,189,000 | 5,509,928,000 | 5,188,491,000 | |||||||||||||||||||||||
| Commitments, guarantees, concentrations and contingencies | ||||||||||||||||||||||||||
| Temporary Equity | ||||||||||||||||||||||||||
| Redeemable preferred stock | 3,173,686,000 | [7] | 3,173,686,000 | [7],[8] | 2,439,731,000 | [8] | ||||||||||||||||||||
| Permanent deficit: | ||||||||||||||||||||||||||
| Common stock | 0 | [9] | 0 | [9],[10] | 0 | [10] | ||||||||||||||||||||
| Additional paid-in capital | 583,349,000 | 579,228,000 | 135,517,000 | |||||||||||||||||||||||
| Accumulated other comprehensive loss | (246,000) | (166,000) | (21,000) | |||||||||||||||||||||||
| Accumulated deficit | (876,741,000) | (699,177,000) | (474,558,000) | |||||||||||||||||||||||
| Total Permanent Equity | (293,638,000) | (120,115,000) | (339,062,000) | |||||||||||||||||||||||
| TOTAL LIABILITIES, TEMPORARY EQUITY AND PERMANENT EQUITY | $ 7,382,237,000 | $ 8,563,499,000 | $ 7,289,160,000 | |||||||||||||||||||||||
| ||||||||||||||||||||||||||
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands |
Mar. 31, 2021 |
Dec. 31, 2020 |
Dec. 31, 2019 |
|||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Redeemable preferred stock, shares outstanding (in shares) | 61,301,540 | 67,342,389 | ||||||||||||
| Accounts receivable, allowance for credit loss | $ 919 | $ 562 | $ 0 | |||||||||||
| Social Finance, Inc. | ||||||||||||||
| Redeemable preferred stock, shares authorized (in shares) | 311,842,666 | 311,842,666 | 254,842,666 | |||||||||||
| Redeemable preferred stock, shares issued (in shares) | 256,459,941 | 218,814,230 | ||||||||||||
| Redeemable preferred stock, shares outstanding (in shares) | 256,459,941 | 256,459,941 | 218,814,230 | |||||||||||
| Common stock, shares authorized (in shares) | 452,815,616 | 452,815,616 | 395,815,616 | |||||||||||
| Common stock, shares issued (in shares) | 68,291,780 | 66,034,174 | 39,614,844 | |||||||||||
| Common stock, shares outstanding (in shares) | 68,291,780 | 66,034,174 | 39,614,844 | |||||||||||
| Total loans at fair value | $ 4,472,604 | $ 4,859,068 | $ 5,387,958 | |||||||||||
| Loans | 4,486,828 | [1],[2] | 4,879,303 | [1],[2],[3],[4] | 5,387,958 | [3],[4] | ||||||||
| Accounts receivable, net | 39,857 | 32,374 | 12,145 | |||||||||||
| Accounts receivable, allowance for credit loss | 919 | 562 | 0 | |||||||||||
| Redemption amount | 3,210,470 | 3,210,470 | 2,476,891 | |||||||||||
| Social Finance, Inc. | Credit card loans and commercial loans | ||||||||||||||
| Loans | $ 14,224 | $ 20,235 | $ 0 | |||||||||||
| Social Finance, Inc. | Nonvoting Common Stock | ||||||||||||||
| Common stock, shares authorized (in shares) | 5,000,000 | 5,000,000 | 5,000,000 | |||||||||||
| Common stock, shares issued (in shares) | 1,380,852 | 1,380,852 | 1,380,852 | |||||||||||
| Common stock, shares outstanding (in shares) | 1,380,852 | 1,380,852 | 1,380,852 | |||||||||||
| ||||||||||||||
Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) |
3 Months Ended | 12 Months Ended | |||
|---|---|---|---|---|---|
Mar. 31, 2021 |
Mar. 31, 2020 |
Dec. 31, 2020 |
Dec. 31, 2019 |
Dec. 31, 2018 |
|
| Noninterest expense | |||||
| Net loss | $ (60,394,659) | ||||
| Loss per share (Note 16) | |||||
| Loss per share - basic (in dollars per share) | $ (1.82) | ||||
| Loss per share - diluted (in dollars per share) | $ (1.82) | ||||
| Weighted average common stock outstanding - basic (in shares) | 33,282,611 | ||||
| Weighted average common stock outstanding - diluted (in shares) | 33,282,611 | ||||
| Social Finance, Inc. | |||||
| Interest income | |||||
| Loans | $ 77,221,000 | $ 86,116,000 | $ 330,353,000 | $ 570,466,000 | $ 568,209,000 |
| Securitizations | 4,467,000 | 7,061,000 | 24,031,000 | 23,179,000 | 19,300,000 |
| Related party notes | 211,000 | 1,052,000 | 3,189,000 | 3,338,000 | 0 |
| Other | 629,000 | 3,053,000 | 5,964,000 | 11,210,000 | 2,109,000 |
| Total interest income | 82,528,000 | 97,282,000 | 363,537,000 | 608,193,000 | 589,618,000 |
| Interest expense | |||||
| Securitizations and warehouses | 29,808,000 | 47,523,000 | 155,150,000 | 268,063,000 | 330,186,000 |
| Corporate borrowings | 5,008,000 | 1,088,000 | |||
| Other | 432,000 | 1,522,000 | 30,456,000 | 10,296,000 | 368,000 |
| Total interest expense | 35,248,000 | 50,133,000 | 185,606,000 | 278,359,000 | 330,554,000 |
| Net interest income | 47,280,000 | 47,149,000 | 177,931,000 | 329,834,000 | 259,064,000 |
| Noninterest income | |||||
| Loan origination and sales | 110,345,000 | 104,255,000 | 371,323,000 | 299,265,000 | 123,046,000 |
| Securitizations | (2,036,000) | (83,104,000) | (70,251,000) | (199,125,000) | (114,705,000) |
| Servicing | (12,109,000) | 7,059,000 | (19,426,000) | 8,486,000 | 1,197,000 |
| Technology Platform fees | 54,227,000 | 2,118,000 | 103,331,000 | 4,520,000 | 823,000 |
| Other | 6,845,000 | 2,943,000 | 15,827,000 | 4,199,000 | 797,000 |
| Total noninterest income (loss) | 148,704,000 | 31,153,000 | 387,601,000 | 112,825,000 | 10,335,000 |
| Total net revenue | 195,984,000 | 78,302,000 | 565,532,000 | 442,659,000 | 269,399,000 |
| Noninterest expense | |||||
| Technology and product development | 65,948,000 | 40,171,000 | 201,199,000 | 147,458,000 | 99,319,000 |
| Sales and marketing | 87,234,000 | 62,670,000 | 276,577,000 | 266,198,000 | 212,604,000 |
| Cost of operations | 57,570,000 | 32,657,000 | 178,896,000 | 116,327,000 | 88,885,000 |
| General and administrative | 161,697,000 | 49,114,000 | 237,381,000 | 152,275,000 | 121,948,000 |
| Total noninterest expense | 372,449,000 | 184,612,000 | 894,053,000 | 682,258,000 | 522,756,000 |
| Loss before income taxes | (176,465,000) | (106,310,000) | (328,521,000) | (239,599,000) | (253,357,000) |
| Income tax (expense) benefit | (1,099,000) | (57,000) | 104,468,000 | (98,000) | 958,000 |
| Net loss | (177,564,000) | (106,367,000) | (224,053,000) | (239,697,000) | (252,399,000) |
| Other comprehensive income (loss) | |||||
| Foreign currency translation adjustments, net | (80,000) | (7,000) | (145,000) | (9,000) | 21,000 |
| Total other comprehensive income (loss) | (80,000) | (7,000) | (145,000) | (9,000) | 21,000 |
| Comprehensive loss | $ (177,644,000) | $ (106,374,000) | $ (224,198,000) | $ (239,706,000) | $ (252,378,000) |
| Loss per share (Note 16) | |||||
| Loss per share - basic (in dollars per share) | $ (2.81) | $ (2.93) | $ (7.49) | $ (7.00) | $ (7.19) |
| Loss per share - diluted (in dollars per share) | $ (2.81) | $ (2.93) | $ (7.49) | $ (7.00) | $ (7.19) |
| Weighted average common stock outstanding - basic (in shares) | 66,647,192 | 39,815,023 | 42,374,976 | 37,651,687 | 35,091,026 |
| Weighted average common stock outstanding - diluted (in shares) | 66,647,192 | 39,815,023 | 42,374,976 | 37,651,687 | 35,091,026 |
| Social Finance, Inc. | Technology Platform fees | |||||
| Noninterest income | |||||
| Technology Platform fees | $ 45,659,000 | $ 0 | $ 90,128,000 | $ 0 | $ 0 |
Consolidated Statements of Changes in Temporary Equity and Permanent Equity (Deficit) (Parenthetical) - USD ($) $ in Thousands |
3 Months Ended | 12 Months Ended | |||
|---|---|---|---|---|---|
Mar. 31, 2021 |
Mar. 31, 2020 |
Dec. 31, 2020 |
Dec. 31, 2019 |
Dec. 31, 2018 |
|
| Social Finance, Inc. | |||||
| Foreign currency translation adjustments, tax | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Consolidated Statement of Cash Flows - USD ($) |
3 Months Ended | 12 Months Ended | |||
|---|---|---|---|---|---|
Mar. 31, 2021 |
Mar. 31, 2020 |
Dec. 31, 2020 |
Dec. 31, 2019 |
Dec. 31, 2018 |
|
| Operating activities | |||||
| Net loss | $ (60,394,659) | ||||
| Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||||
| Fair value changes in warrant liabilities | 55,125,000 | ||||
| Changes in operating assets and liabilities: | |||||
| Net cash used in operating activities | (1,670,479) | ||||
| Financing activities | |||||
| Net cash provided by financing activities | 1,450,705 | ||||
| Net Change in Cash | (219,774) | ||||
| Cash – Beginning | 259,714 | ||||
| Cash – Ending | 39,940 | $ 259,714 | |||
| Reconciliation to amounts on Consolidated Balance Sheets (as of period end) | |||||
| Total cash, cash equivalents, restricted cash and restricted cash equivalents | 39,940 | 259,714 | |||
| Social Finance, Inc. | |||||
| Operating activities | |||||
| Net loss | (177,564,000) | $ (106,367,000) | (224,053,000) | $ (239,697,000) | $ (252,399,000) |
| Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||||
| Depreciation and amortization | 25,977,000 | 4,715,000 | 69,832,000 | 15,955,000 | 10,912,000 |
| Deferred debt issuance and discount expense | 5,998,000 | 9,137,000 | 28,310,000 | 33,205,000 | 23,858,000 |
| Stock-based compensation expense | 37,454,000 | 19,685,000 | 99,870,000 | 60,936,000 | 42,936,000 |
| Equity-based payments to non-employees | 908,000 | 483,000 | 523,000 | ||
| Deferred income taxes | 623,000 | 62,000 | (104,504,000) | 52,000 | (1,089,000) |
| Equity method investment earnings | 0 | (1,002,000) | (4,314,000) | (869,000) | 50,000 |
| Accretion of seller note interest expense | 6,002,000 | 0 | 0 | ||
| Fair value changes in residual interests classified as debt | 7,951,000 | 14,936,000 | 38,216,000 | 17,157,000 | (27,481,000) |
| Fair value changes in securitization investments | (2,957,000) | 8,530,000 | (13,919,000) | (11,363,000) | (2,668,000) |
| Fair value changes in warrant liabilities | 89,920,000 | 2,879,000 | 20,525,000 | (2,834,000) | 0 |
| Fair value adjustment to related party notes receivable | (169,000) | 0 | 319,000 | 0 | 0 |
| Other | 30,000 | 0 | 803,000 | 2,205,000 | 500,000 |
| Changes in operating assets and liabilities: | |||||
| Originations and purchases of loans | (2,575,932,000) | (3,418,210,000) | (10,406,813,000) | (11,579,679,000) | (12,001,921,000) |
| Proceeds from sales and repayments of loans | 2,911,540,000 | 3,697,718,000 | 9,949,805,000 | 11,635,228,000 | 13,128,583,000 |
| Other changes in loans | 30,486,000 | 36,224,000 | (58,743,000) | 69,214,000 | 102,218,000 |
| Servicing assets | (11,643,000) | (8,301,000) | 52,021,000 | (35,913,000) | (15,975,000) |
| Related party notes receivable interest income | 1,399,000 | (1,052,000) | 1,121,000 | (2,670,000) | 0 |
| Other assets | 3,299,000 | (4,595,000) | (29,883,000) | (18,171,000) | 2,004,000 |
| Accounts payable, accruals and other liabilities | (6,361,000) | 18,440,000 | 95,161,000 | 2,028,000 | 13,226,000 |
| Net cash used in operating activities | 340,051,000 | 272,799,000 | (479,336,000) | (54,733,000) | 1,023,277,000 |
| Investing activities | |||||
| Purchases of property, equipment, software and intangible assets | (7,445,000) | (5,499,000) | (24,549,000) | (37,590,000) | (13,729,000) |
| Related party notes receivable issuances | (7,643,000) | (9,050,000) | 0 | ||
| Proceeds from repayment of related party notes receivable | 16,693,000 | 0 | |||
| Proceeds from non-securitization investments | 107,534,000 | 0 | 974,000 | 0 | 0 |
| Purchases of non-securitization investments | 0 | (145,000) | (145,000) | (3,608,000) | (100,401,000) |
| Receipts from securitization investments | 64,165,000 | 70,983,000 | 322,704,000 | 165,116,000 | 101,879,000 |
| Acquisition of business, net of cash acquired | (32,392,000) | 0 | 0 | ||
| Net cash provided by (used in) investing activities | 180,947,000 | 65,339,000 | 258,949,000 | 114,868,000 | (12,251,000) |
| Financing activities | |||||
| Proceeds from debt issuances | 1,925,042,000 | 3,203,608,000 | 10,234,378,000 | 12,458,120,000 | 13,702,867,000 |
| Repayment of debt | (2,912,263,000) | (3,116,680,000) | (9,708,991,000) | (12,826,085,000) | (14,634,415,000) |
| Payment of debt issuance costs | (1,645,000) | (621,000) | (16,443,000) | (20,596,000) | (22,672,000) |
| Taxes paid related to net share settlement of stock-based awards | (25,989,000) | (4,640,000) | (31,259,000) | (21,411,000) | (3,154,000) |
| Purchases of common stock | (526,000) | 0 | (40,000) | (8,804,000) | 0 |
| Redemption of redeemable preferred stock | (132,859,000) | 0 | |||
| Proceeds from stock option exercises | 2,624,000 | 235,000 | 3,781,000 | 7,844,000 | 2,581,000 |
| Note receivable issuance to stockholder | 0 | (58,000,000) | 0 | ||
| Note receivable principal repayments from stockholder | 43,513,000 | 14,487,000 | 0 | ||
| Proceeds from common stock issuances | 369,840,000 | 0 | 0 | ||
| Proceeds from redeemable preferred stock issuances | 0 | 573,845,000 | 0 | ||
| Payment of redeemable preferred stock issuance costs | 0 | (2,400,000) | 0 | ||
| Payment of redeemable preferred stock dividends | (40,536,000) | (23,923,000) | 0 | ||
| Finance lease principal payments | (163,000) | 0 | (489,000) | 0 | 0 |
| Net cash provided by financing activities | (1,145,779,000) | 81,902,000 | 853,754,000 | 93,077,000 | (954,793,000) |
| Effect of exchange rates on cash and cash equivalents | (80,000) | (7,000) | (145,000) | (9,000) | 21,000 |
| Net Change in Cash | (624,861,000) | 420,033,000 | 633,222,000 | 153,203,000 | 56,254,000 |
| Cash – Beginning | 1,323,428,000 | 690,206,000 | 690,206,000 | 537,003,000 | 480,749,000 |
| Cash – Ending | 698,567,000 | 1,110,239,000 | 1,323,428,000 | 690,206,000 | 537,003,000 |
| Reconciliation to amounts on Consolidated Balance Sheets (as of period end) | |||||
| Total cash, cash equivalents, restricted cash and restricted cash equivalents | 1,323,428,000 | 1,110,239,000 | 1,323,428,000 | 537,003,000 | 537,003,000 |
| Supplemental cash flow information | |||||
| Interest paid | 129,131,000 | 224,916,000 | 223,440,000 | ||
| Income taxes paid | 529,000 | 8,000 | 138,000 | ||
| Supplemental non-cash investing and financing activities | |||||
| Securitization investments acquired via loan transfers | 26,381,000 | 126,343,000 | 151,768,000 | 351,254,000 | 348,455,000 |
| Redeemable preferred stock warrants accounted for as liabilities | 0 | 22,268,000 | 0 | ||
| Non-cash property, equipment, software and intangible asset additions | 888,000 | 0 | 358,000 | 15,247,000 | 0 |
| Accrued but unpaid redeemable preferred stock dividends | 9,968,000 | 10,106,000 | |||
| Deconsolidation of residual interests classified as debt | 0 | 72,026,000 | 101,718,000 | 97,928,000 | 0 |
| Deconsolidation of securitization debt | $ 0 | $ 200,654,000 | 770,918,000 | 1,366,992,000 | 0 |
| Issuance of residual interests classified as debt as consideration for loan additions | 0 | 116,906,000 | 34,499,000 | ||
| Deferred debt issuance costs accrued but not paid | 1,600,000 | 0 | 0 | ||
| Seller note issued in acquisition | 243,998,000 | 0 | 0 | ||
| Redeemable preferred stock issued in acquisition | 814,156,000 | 0 | 0 | ||
| Common stock options assumed in acquisition | 32,197,000 | 0 | 0 | ||
| Issuance of common stock in acquisition | 15,565,000 | 0 | 941,000 | ||
| Finance lease ROU assets acquired | 15,100,000 | 0 | 0 | ||
| Property, equipment and software acquired in acquisition | 2,026,000 | 0 | 0 | ||
| Debt assumed in acquisition | 5,832,000 | 0 | 0 | ||
| Accrued but unpaid deferred equity costs | 56,000 | 0 | 0 | ||
| Redeemed but unpaid common stock | 526,000 | 0 | 0 | ||
| Redeemed but unpaid redeemable preferred stock | $ 132,859,000 | $ 0 | $ 0 | ||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS |
3 Months Ended | 6 Months Ended |
|---|---|---|
Mar. 31, 2021 |
Dec. 31, 2020 |
|
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
| DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Social Capital Hedosophia Holdings Corp. V (the “Company”) is blank check company incorporated as a Cayman Islands exempted company on July 10, 2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”). The Company has one subsidiary, Plutus Merger Sub Inc., a wholly-owned subsidiary of the Company incorporated in Delaware on December 30, 2020 (“Merger Sub”). As of March 31, 2021, the Company had not commenced any operations. All activity through March 31, 2021 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below, identifying a target company for a Business Combination, and activities in connection with the proposed acquisition of Social Finance, Inc., a Delaware corporation ("SoFi") (see Note 6). The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering and recognizes changes in the fair value of warrant liabilities as other income (expense). The registration statements for the Company’s Initial Public Offering became effective on October 8, 2020. On October 14, 2020, the Company consummated the Initial Public Offering of 80,500,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriters of the over-allotment option to purchase an additional 10,500,000 Units, at $10.00 per Unit, generating gross proceeds of $805,000,000 which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 8,000,000 warrants (the “Private Placement Warrants”) at a price of $2.00 per Private Placement Warrant in a private placement to the Company’s sponsor, SCH Sponsor V LLC, a Cayman Islands limited liability company (the “Sponsor”), generating gross proceeds of $16,000,000, which is described in Note 4. Transaction costs amounted to $42,659,062, consisting of $14,000,000 of underwriting fees, $28,175,000 of deferred underwriting fees and $484,062 of other offering costs. In connection with the closing of the Initial Public Offering on October 14, 2020, an amount of $805,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) located in the United States and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The New York Stock Exchange rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting discount). The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide the holders of the Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of the Business Combination, either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Shareholders will be entitled to redeem their shares for a pro rata portion of the amount held in the Trust Account, calculated as of two business days prior to the completion of a Business Combination, including any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations. The per-share amount to be distributed to the Public Shareholders who redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter (as discussed in Note 6). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination only if the Company has net tangible assets, after payment of the deferred underwriting commission, of at least $5,000,001 following any related share redemptions and, if the Company seeks shareholder approval, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Company’s Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination and to waive its redemption rights with respect to any such shares in connection with a shareholder vote to approve a Business Combination or seek to sell any shares to the Company in a tender offer in connection with a Business Combination. Additionally, subject to the immediately succeeding paragraph, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than 15% of the Public Shares without the Company’s prior written consent. The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination (and not seek to sell its shares to the Company in any tender offer the Company undertakes in connection with its initial Business Combination) and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. The Company will have until October 14, 2022 to consummate a Business Combination. However, if the Company has not completed a Business Combination by October 14, 2022 (as such period may be extended pursuant to the Company’s Amended and Restated Memorandum and Articles of Association, the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses) divided by the number of then outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Public Shareholders and its Board of Directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In the event of a liquidation, the Public Shareholders will be entitled to receive a full pro rata interest in the Trust Account. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a third party (other than the Company’s independent auditors) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per Public Share or (2) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent auditors), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Liquidity and Going Concern As of March 31, 2021, the Company had $39,940 in its operating bank accounts, $805,037,070 in securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its ordinary shares in connection therewith and a working capital deficit of $4,412,184. As of March 31, 2021, approximately $37,000 of the amount on deposit in the Trust Account represented interest income. Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. The Company will need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. These consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.
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NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Social Capital Hedosophia Holdings Corp. V (the “Company”) is blank check company incorporated as a Cayman Islands exempted company on July 10, 2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”). The Company has one subsidiary, Plutus Merger Sub Inc., a wholly-owned subsidiary of the Company incorporated in Delaware on December 30, 2020 (“Merger Sub”). As of December 31, 2020, the Company had not commenced any operations. All activity for the period from July 10, 2020 (inception) through December 31, 2020 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below, identifying a target company for a Business Combination, activities in connection with the proposed acquisition of Social Finance, Inc., a Delaware corporation (“SoFi”) (see Note 10). The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering and recognizes changes in the fair value of warrant liabilities as other income (expense). The registration statements for the Company’s Initial Public Offering became effective on October 8, 2020. On October 14, 2020, the Company consummated the Initial Public Offering of 80,500,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriters of the over-allotment option to purchase an additional 10,500,000 Units, at $10.00 per Unit, generating gross proceeds of $805,000,000 which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 8,000,000 warrants (the “Private Placement Warrants”) at a price of $2.00 per Private Placement Warrant in a private placement to the Company’s sponsor, SCH Sponsor V LLC, a Cayman Islands limited liability company (the “Sponsor”), generating gross proceeds of $16,000,000, which is described in Note 5. Transaction costs amounted to $42,659,062, consisting of $14,000,000 of underwriting fees, $28,175,000 of deferred underwriting fees and $484,062 of other offering costs. In connection with the closing of the Initial Public Offering on October 14, 2020, an amount of $805,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) located in the United States and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The New York Stock Exchange rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting discount). The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide the holders of the Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of the Business Combination, either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Shareholders will be entitled to redeem their shares for a pro rata portion of the amount held in the Trust Account, calculated as of two business days prior to the completion of a Business Combination, including any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations. The per-share amount to be distributed to the Public Shareholders who redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter (as discussed in Note 7). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination only if the Company has net tangible assets, after payment of the deferred underwriting commission, of at least $5,000,001 following any related share redemptions and, if the Company seeks shareholder approval, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Company’s Sponsor has agreed to vote its Founder Shares (as defined in Note 6) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination and to waive its redemption rights with respect to any such shares in connection with a shareholder vote to approve a Business Combination or seek to sell any shares to the Company in a tender offer in connection with a Business Combination. Additionally, subject to the immediately succeeding paragraph, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than 15% of the Public Shares without the Company’s prior written consent. The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination (and not seek to sell its shares to the Company in any tender offer the Company undertakes in connection with its initial Business Combination) and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. The Company will have until October 14, 2022 to consummate a Business Combination. However, if the Company has not completed a Business Combination by October 14, 2022 (as such period may be extended pursuant to the Company’s Amended and Restated Memorandum and Articles of Association, the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses) divided by the number of then outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Public Shareholders and its Board of Directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In the event of a liquidation, the Public Shareholders will be entitled to receive a full pro rata interest in the Trust Account. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a third party (other than the Company’s independent auditors) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per Public Share or (2) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent auditors), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Liquidity and Going Concern As of December 31, 2020, the Company had $259,714 in its operating bank accounts, $805,017,218 in securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its ordinary shares in connection therewith and working capital of $877,327. As of December 31, 2020, approximately $17,000 of the amount on deposit in the Trust Account represented interest income, which is available to pay the Company’s tax obligations. Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. The Company will need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. These consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.
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RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS |
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| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the Securities and Exchange Commission together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”). Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the warrant agreement, dated as of October 8, 2020, between the Company and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agreement”). As a result of the SEC Statement, the Company reevaluated the accounting treatment of (i) the 20,125,000 redeemable warrants (the “Public Warrants”) that were included in the units issued by the Company in its initial public offering (the “IPO”) and (ii) the 8,000,000 redeemable warrants that were issued to the Company’s sponsor in a private placement that closed concurrently with the closing of the IPO (the “Private Placement Warrants” and, together with the Public Warrants, the “Warrants”, which are discussed in Note 4, Note 5, Note 8 and Note 9). The Company previously accounted for the Warrants as components of equity. In further consideration of the guidance in Accounting Standards Codification (“ASC”) 815-40, Derivatives and Hedging — Contracts in Entity’s Own Equity, the Company concluded that a provision in the Warrant Agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants should be recorded as derivative liabilities on the Consolidated Balance Sheet and measured at fair value at inception (on the date of the IPO) and at each reporting date in accordance with ASC 820, Fair Value Measurement, with changes in fair value recognized in the Consolidated Statement of Operations in the period of change. After consultation with the Company’s independent registered public accounting firm, the Company’s management and the audit committee of the Company’s Board of Directors concluded that it is appropriate to restate the Company’s previously issued audited financial statements as of December 31, 2020 and for the period from July 10, 2020 (inception) through December 31, 2020, as previously reported in its Form 10-K. The restated classification and reported values of the Warrants as accounted for under ASC 815-40 are included in the financial statements herein. Additionally, the Company revised the Consolidated Statement of Changes in Stockholders’ Equity to present temporary equity separate from permanent equity, which allows for better alignment to the Consolidated Balance Sheet presentation. Accordingly, the Company revised the financial statement name to Consolidated Statement of Changes in Temporary Equity and Permanent Equity to reflect this presentation change. The following tables summarize the effect of the restatement on each financial statement line item as of the dates, and for the period, indicated:
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
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| Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report as amended on Form 10-K/A for the period ended December 31, 2020 as filed with the SEC on April 22, 2021, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2020 is derived from the audited financial statements presented in the Company’s Annual Report as amended on Form 10-K/A for the period ended December 31, 2020 as filed with the SEC on April 22, 2021. The interim results for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2021 and December 31, 2020. Marketable Securities Held in Trust Account At March 31, 2021 and December 31, 2020, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury Securities. Warrant Liabilities The Company evaluated the Public Warrants and Private Placement Warrants (collectively, “Warrants”) in accordance with ASC 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity,” and concluded that a provision in the Warrant Agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants are recorded as derivative liabilities in the condensed consolidated balance sheets and measured at fair value on the date of the Initial Public Offering and at each reporting date in accordance with ASC 820, “Fair Value Measurement,” with changes in fair value recognized in the condensed consolidated statement of operations in the period of change. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480, “Distinguishing Liabilities from Equity”. Class A redeemable ordinary shares are classified as temporary equity. Non-redeemable ordinary shares are classified as permanent equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption are presented as temporary equity in the Company’s condensed consolidated balance sheets. Components of Equity Upon the Initial Public Offering, the Company issued Class A Ordinary shares and Warrants. The Company allocated the proceeds received from the issuance using the with-and-without method. Under that method, the Company first allocated the proceeds to the Warrants based on their initial fair value measurement of $44,156,250 and then allocated the remaining proceeds, net of underwriting discounts and offering costs of $42,659,062, to the Class A Ordinary shares. A portion of the 80,500,000 Class A Ordinary shares are presented within temporary equity, as certain shares are subject to redemption upon the occurrence of events not solely within the Company’s control. Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. Net Income (Loss) per Ordinary Share Net income (loss) per share is computed by dividing net income by the weighted-average number of ordinary shares outstanding during the period. The Company’s condensed consolidated statement of operations includes a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income (loss) per ordinary, basic and diluted, for ordinary shares subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account by the weighted average number of ordinary shares subject to possible redemption outstanding since the original issuance. Net income (loss) per ordinary share, basic and diluted, for non-redeemable ordinary shares is calculated by dividing the net income (loss), adjusted for income or loss on marketable securities attributable to ordinary shares subject to possible redemption, by the weighted average number of non-redeemable ordinary shares outstanding for the period. Non-redeemable ordinary shares includes Founder Shares and non-redeemable Class A ordinary shares as these shares do not have any redemption features. Non-redeemable ordinary shares participate in the income or loss on marketable securities based on non-redeemable shares’ proportionate interest. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):
Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Depository Insurance Coverage limit of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The Company follows the guidance in ASC Topic 820, “Fair Value Measurement”, for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:
See Note 9 for additional information on assets and liabilities measured at fair value. Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company early adopted ASU 2020-06 on January 1, 2021. The adoption of ASU 2020-06 did not have an impact on the Company’s financial statements. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying condensed consolidated financial statements.
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its majority owned subsidiary where the Company has the ability to exercise control. All significant intercompany balances and transactions have been eliminated in consolidation. Activities in relation to the noncontrolling interest are not considered to be significant and are, therefore, not presented in the accompanying consolidated financial statements. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020. Marketable Securities Held in Trust Account At December 31, 2020, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury Securities. Warrant Liabilities The Company evaluated the Public Warrants and Private Placement Warrants (collectively, “Warrants”, which are discussed in Note 4, Note 5, Note 8 and Note 9) in accordance with ASC 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity”, and concluded that a provision in the Warrant Agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants are recorded as derivative liabilities on the Consolidated Balance Sheet and measured at fair value at inception (on the date of the IPO) and at each reporting date in accordance with ASC 820, “Fair Value Measurement”, with changes in fair value recognized in the Consolidated Statement of Operations in the period of change. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480, “Distinguishing Liabilities from Equity”. Class A redeemable ordinary shares are classified as temporary equity. Non-redeemable ordinary shares are classified as permanent equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption are presented as temporary equity in the Company’s Consolidated Balance Sheet. Components of Equity Upon the IPO, the Company issued Class A Ordinary shares and Warrants. The Company allocated the proceeds received from the issuance using the with-and-without method. Under that method, the Company first allocated the proceeds to the Warrants based on their initial fair value measurement of $44,156,250 and then allocated the remaining proceeds, net of underwriting discounts and offering costs of $42,659,062, to the Class A Ordinary shares. A portion of the 80,500,000 Class A Ordinary shares are presented within temporary equity, as certain shares are subject to redemption upon the occurrence of events not solely within the Company’s control. Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. On March 27, 2020, President Trump signed the Coronavirus Aid, Relief, and Economic Security “CARES” Act into law. The CARES Act includes several significant business tax provisions that, among other things, would eliminate the taxable income limit for certain net operating losses (“NOLs”) and allow businesses to carry back NOLs arising in 2018, 2019 and 2020 to the five prior years, suspend the excess business loss rules, accelerate refunds of previously generated corporate alternative minimum tax credits, generally loosen the business interest limitation under IRC section 163(j) from 30 percent to 50 percent among other technical corrections included in the Tax Cuts and Jobs Act tax provisions. The Company does not believe that the CARES Act will have a significant impact on Company's financial position or statement of operations. Net Income (Loss) per Ordinary Share Net income (loss) per share is computed by dividing net income by the weighted-average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 28,125,000 shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s Consolidated Statement of Operations includes a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income (loss) per ordinary, basic and diluted, for Ordinary shares subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account by the weighted average number of Ordinary shares subject to possible redemption outstanding since the original issuance. Net income (loss) per share, basic and diluted, for non-redeemable ordinary shares is calculated by dividing the net income (loss), adjusted for income or loss on marketable securities attributable to Ordinary shares subject to possible redemption, by the weighted average number of non-redeemable ordinary shares outstanding for the period. Non-redeemable common stock includes Founder Shares and non-redeemable Class A ordinary shares as these shares do not have any redemption features. Non-redeemable ordinary shares participate in the income or loss on marketable securities based on non-redeemable shares’ proportionate interest. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):
Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Depository Insurance Coverage limit of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The Company follows the guidance in ASC Topic 820, “Fair Value Measurement”, for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:
See Note 9 for additional information on assets and liabilities measured at fair value. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying consolidated financial statements.
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INITIAL PUBLIC OFFERING |
3 Months Ended | 6 Months Ended |
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Mar. 31, 2021 |
Dec. 31, 2020 |
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| INITIAL PUBLIC OFFERING | ||
| INITIAL PUBLIC OFFERING | INITIAL PUBLIC OFFERINGPursuant to the Initial Public Offering, the Company sold 80,500,000 Units, which includes the full exercise by the underwriter of its option to purchase an additional 10,500,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-fourth of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per whole share, subject to adjustment (see Note 8). | NOTE 4. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 80,500,000 Units, which includes the full exercise by the underwriter of its option to purchase an additional 10,500,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-fourth of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per whole share, subject to adjustment (see Note 8). |
PRIVATE PLACEMENT |
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Mar. 31, 2021 |
Dec. 31, 2020 |
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| PRIVATE PLACEMENT | ||
| PRIVATE PLACEMENT | PRIVATE PLACEMENTSimultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 8,000,000 Private Placement Warrants at a price of $2.00 per Private Placement Warrant, for an aggregate purchase price of $16,000,000. Each Private Placement Warrant is exercisable for one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 8). A portion of the proceeds from the sale of the Private Placement Warrants was added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. | NOTE 5. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 8,000,000 Private Placement Warrants at a price of $2.00 per Private Placement Warrant, for an aggregate purchase price of $16,000,000. Each Private Placement Warrant is exercisable for one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 8). A portion of the proceeds from the sale of the Private Placement Warrants was added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. |
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| Related Party Transactions [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS Founder Shares On July 10, 2020, the Company issued one ordinary share to the Sponsor for no consideration. On July 16, 2020, the Company cancelled the one share issued in July 2020 and the Sponsor purchased 2,875,000 Founder Shares for an aggregate purchase price of $25,000. On September 17, 2020, the Company effected a share capitalization resulting in the Sponsor holding an aggregate of 18,687,500 Founder Shares. On October 8, 2020, the Company effected another share capitalization resulting in the Company’s initial shareholders holding an aggregate of 20,125,000 Founder Shares. All share and per-share amounts have been retroactively restated to reflect the share capitalizations. The Founder Shares will automatically convert into Class A ordinary shares on the first business day following the completion of a Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to certain adjustments, as described in Note 7. The Founder Shares included an aggregate of up to 2,625,000 shares that were subject to forfeiture by the Sponsor to the extent that the underwriter’s over-allotment option was not exercised in full or in part, so that the number of Founder Shares would collectively represent 20% of the Company’s issued and outstanding shares upon the completion of the Initial Public Offering. As a result of the underwriters’ election to fully exercise their over-allotment option, no Founder Shares are currently subject to forfeiture. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Class B ordinary shares or Class A ordinary shares received upon conversion thereof (together, “Founder Shares”) until the earlier of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share dividends, rights issuances, consolidations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Administrative Support Agreement The Company entered into an agreement whereby, commencing on October 14, 2020, the Company will pay an affiliate of the Sponsor up to $10,000 per month for office space, administrative and support services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. For the three months ended March 31, 2021, the Company incurred $30,000 in fees for these services. As of March 31, 2021 and December 31, 2020, there was $55,000 and $25,000 of such fees, respectively, included in accrued expenses in the accompanying condensed consolidated balance sheets. Advance from Related Party During the three months ended March 31, 2021, the Sponsor paid for certain costs on behalf of the Company. The advances are non-interest bearing and due on demand. At March 31, 2021, advances amounting to $40,705 were outstanding. Promissory Note — Related Party On July 16, 2020, the Company issued an unsecured promissory note to the Sponsor (the “IPO Promissory Note”), pursuant to which the Company borrowed an aggregate principal amount of $300,000. The IPO Promissory Note was non-interest bearing and payable on the earlier of (i) June 30, 2021 and (ii) the completion of the Initial Public Offering. The IPO Promissory Note was amended and restated on September 17, 2020 solely to increase the amount that could be borrowed to an aggregate principal amount of $400,000. The outstanding balance under the IPO Promissory Note of $400,000 was repaid at the closing of the Initial Public Offering on October 14, 2020. On January 11, 2021, the Company issued a promissory note with the Sponsor for an aggregate amount of up to $2,500,000 (the “Promissory Note”). The Promissory Note is non-interest bearing and is due and payable in full on the earlier of (i) October 14, 2022 and (ii) the effective date of a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the maker and one or more businesses. As of March 31, 2021, there was $1,415,000 outstanding under the Promissory Note. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $2,500,000 of notes may be converted upon completion of a Business Combination into warrants at a price of $2.00 per warrant. Such warrants would be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Restricted Stock Units On November 13, 2020, the Company entered into a Director Restricted Stock Unit Award Agreement (the “Director Restricted Stock Unit Award Agreement”), between the Company and Jennifer Dulski, a member of the Company's board of directors, providing for the grant of 100,000 restricted stock units (“RSUs”) to Ms. Dulski, which grant is contingent on both the consummation of a Business Combination with the Company and a shareholder approved equity plan. The RSUs will vest upon the consummation of such Business Combination and represent 100,000 Class A ordinary shares of the Company that will settle on a date selected by the Company in the year following the year in which such consummation occurs. Related Parties The Company defines related parties as members of our board of directors, entity affiliates, executive officers and principal owners of the Company’s outstanding stock and members of their immediate families. Related parties also include any other person or entity with significant influence over the Company’s management or operations. Stockholder Note In 2019, the Company entered into a $58,000 note receivable agreement with a stockholder (“Note Receivable Stockholder”), which was collateralized by the Note Receivable Stockholder’s common stock and redeemable preferred stock. Related to this collateralization, the Company obtained call rights to purchase the collateral at $8.80 per share (“Call Option Rights”). As of December 31, 2020, there was no remaining receivable associated with this related party note; however, our Call Option Rights remained outstanding post settlement, per the terms of our Note Receivable Stockholder agreement. During the three months ended March 31, 2020, we recognized related party interest income of $770. In December 2020, we exercised our Call Option Rights to acquire the Note Receivable Stockholder collateral, which included 59,750 shares of common stock and 15,097,587 shares of redeemable preferred stock. The Call Option Rights shares were retired upon receipt. The option exercise payable of $133,385 remained outstanding as of December 31, 2020 and the reserved funds were presented within restricted cash and restricted cash equivalents on the Unaudited Condensed Consolidated Balance Sheets. The full payment was subsequently made in January 2021. Apex Loan In November 2019, we lent $9,050 to Apex at an interest rate of 12.5% per annum, which had a scheduled maturity date of August 31, 2020. In August 2020, we extended the maturity date to August 31, 2021 and modified the interest rate to 5.0% per annum, which we determined to be below the market rate of interest. In accordance with ASC 835-30, Interest, in 2020, we recognized a loss representing the discounted fair value of the loan receivable relative to its stated value at the market rate of interest, which is accreted into interest income over the remaining term of the loan. During the year ended December 31, 2020, we lent an additional $7,643 to Apex. We had an interest income receivable of $1,443 as of December 31, 2020. During February 2021, Apex paid us $18,304 in settlement of all of their outstanding obligations to us, which consisted of outstanding principal balances of $16,693 and accrued interest of $1,611. During the three months ended March 31, 2021, we recognized interest income of $211 within interest income — related party notes, and we reversed the remainder of the loss for the discount to fair value that had not yet been accreted of $169 within noninterest income — other in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. During the three months ended March 31, 2020, we recognized interest income of $282.
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NOTE 6. RELATED PARTY TRANSACTIONS Founder Shares On July 10, 2020, the Company issued one ordinary share to the Sponsor for no consideration. On July 16, 2020, the Company cancelled the one share issued in July 2020 and the Sponsor purchased 2,875,000 Founder Shares for an aggregate purchase price of $25,000. On September 17, 2020, the Company effected a share capitalization resulting in the Sponsor holding an aggregate of 18,687,500 Founder Shares. On October 8, 2020, the Company effected another share capitalization resulting in the Company’s initial shareholders holding an aggregate of 20,125,000 Founder Shares. All share and per-share amounts have been retroactively restated to reflect the share capitalizations. The Founder Shares will automatically convert into Class A ordinary shares on the first business day following the completion of a Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to certain adjustments, as described in Note 8. The Founder Shares included an aggregate of up to 2,625,000 shares that were subject to forfeiture by the Sponsor to the extent that the underwriter’s over-allotment option was not exercised in full or in part, so that the number of Founder Shares would collectively represent 20% of the Company’s issued and outstanding shares upon the completion of the Initial Public Offering. As a result of the underwriters’ election to fully exercise their over-allotment option, no Founder Shares are currently subject to forfeiture. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Class B ordinary shares or Class A ordinary shares received upon conversion thereof (together, “Founder Shares”) until the earlier of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share dividends, rights issuances, consolidations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Administrative Support Agreement The Company entered into an agreement whereby, commencing on October 14, 2020, the Company will pay an affiliate of the Sponsor up to $10,000 per month for office space, administrative and support services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. For the period from July 10, 2020 (inception) through December 31, 2020, the Company incurred $25,000, in fees for these services, of which is included in accrued expenses in the accompanying Consolidated Balance Sheet. Advance from Related Party As of October 14, 2020, the Sponsor paid for certain offering costs on behalf of the Company in connection with the Initial Public Offering. The advances are non-interest bearing and due on demand. At December 31, 2020, advances amounting to $5,000 were outstanding. Promissory Note — Related Party On July 16, 2020, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company borrowed an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and payable on the earlier of (i) June 30, 2021 and (ii) the completion of the Initial Public Offering. The Promissory Note was amended and restated on September 17, 2020 solely to increase the amount that could be borrowed to an aggregate principal amount of $400,000. The outstanding balance under the Promissory Note of $400,000 was repaid at the closing of the Initial Public Offering on October 14, 2020. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $2,500,000 of notes may be converted upon completion of a Business Combination into warrants at a price of $2.00 per warrant. Such warrants would be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Restricted Stock Units On November 13, 2020, the Company entered into a Director Restricted Stock Unit Award Agreement (the “Director Restricted Stock Unit Award Agreement”), between the Company and Jennifer Dulski, a member of the Company's board of directors, providing for the grant of 100,000 restricted stock units (“RSUs”) to Ms. Dulski, which grant is contingent on both the consummation of a Business Combination with the Company and a shareholder approved equity plan. The RSUs will vest upon the consummation of such Business Combination and represent 100,000 Class A ordinary shares of the Company that will settle on a date selected by the Company in the year following the year in which such consummation occurs.
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Related Parties The Company defines related parties as members of our board of directors, entity affiliates, executive officers and principal owners of the Company’s outstanding stock and members of their immediate families. Related parties also include any other person or entity with significant influence over the Company’s management or operations. Stockholder Note 2019: In March 2019, the Company entered into a $58,000 note receivable agreement with a stockholder (“Note Receivable Stockholder”), which accrued interest at 7.0%, and was collateralized by the stockholder’s common stock and redeemable preferred stock. Related to this collateralization, the Company obtained call rights to purchase the collateral at $8.80 per share (“Call Option Rights”). The Call Option Rights were not freestanding and were not considered an embedded derivative because they did not qualify for net settlement. The initial scheduled maturity date was December 2019, but certain extensions were built into the note receivable agreement and the note receivable agreement remained outstanding as of December 31, 2019. Both the Company and the stockholder had the option to extend the note receivable for six months beyond the initial scheduled maturity, and the extension option was exercised by the Company in September 2019. After this six-month period, we had a unilateral extension option for unlimited consecutive three-month terms. Our Call Option Rights were effective through the then-current note receivable maturity date in the event the note was prepaid before its then-current maturity date. In October 2019, the Company assigned a portion of its Call Option Rights to another stockholder who paid $15,155 to purchase an aggregate 1,722,144 of the Note Receivable Stockholder’s common stock and redeemable preferred stock. The Note Receivable Stockholder was then able to use the proceeds from the sale to pay off a portion of the outstanding note receivable and accrued interest owed to us. During the year ended December 31, 2019, we recognized related party interest income of $3,214. As of December 31, 2019, we had an interest income receivable of $2,546 and an outstanding principal balance on the note receivable of $43,513, which were recorded within additional paid-in capital in the Consolidated Balance Sheets. 2020: During the year ended December 31, 2020, the Note Receivable Stockholder made payments totaling $47,823 toward the outstanding principal balance and accrued interest, with the final payment made in November 2020. During the year ended December 31, 2020, we recognized related party interest income of $1,764 and as of December 31, 2020, there was no remaining receivable associated with this related party note; however, our Call Option Rights remained outstanding post settlement, per the terms of our Note Receivable Stockholder agreement. During December 2020, we exercised our Call Option Rights to acquire the Note Receivable Stockholder collateral, which represented 59,750 shares of common stock and 15,097,587 shares of redeemable preferred stock consisting of: 10,558,256 shares of Series B; 1,042,462 shares of Series D; 220,814 shares of Series E and 3,276,055 shares of Series F. The amount payable in connection with the exercise of $133,385 resulted in a reduction to accumulated deficit of $526 for the common stock retired, a reduction to redeemable preferred stock of $80,201 for the redeemable preferred stock balance at the time of the exercise, and the remainder amount of $52,658 recorded as a reduction to additional paid-in capital. The Call Option Rights shares were retired upon receipt. The option exercise payable remained outstanding as of December 31, 2020 and the reserved funds were presented within restricted cash and cash equivalents on the Consolidated Balance Sheets. The payment was subsequently made in January 2021. Apex Loan In November 2019, we lent $9,050 to Apex at an interest rate of 12.5% per annum, which had a scheduled maturity date of August 31, 2020 and remained outstanding as a related party note receivable as of December 31, 2019. We recognized related party interest income of $124 during the year ended December 31, 2019. In August 2020, we extended the maturity date to August 31, 2021 and modified the interest rate to 5.0% per annum, which we determined to be below the market rate of interest, from the amendment date until the outstanding principal balance is paid in full. In accordance with ASC 835-30, Interest, during the year ended December 31, 2020, we recognized a loss of $319 within noninterest income — other in the Consolidated Statements of Operations and Comprehensive Income (Loss) representing the discounted fair value of the loan receivable relative to its stated value at the market rate of interest. The loss is accreted into interest income over the remaining term of the loan. During the year ended December 31, 2020, we lent an additional $7,643 to Apex at an interest rate of 10.0% per annum, which matures on March 31, 2021. We recognized related party interest income of $1,425 during the year ended December 31, 2020, which included $1,319 related to the principal balances of the Apex loans and $106 related to the discount accretion. We had an interest income receivable of $1,443 as of December 31, 2020. See Note 18 for a subsequent event associated with the Apex loans. We did not enter into any related party arrangements during the year ended December 31, 2018, and had no related party income or expense during the year then ended. Equity Method Investments Our interest in Apex, which we acquired in December 2018, was deemed significant under Rule 4-08(g). The seller of the Apex interest had a Seller Call Option over our equity interest in Apex, which the seller exercised during January 2021. See Note 1 under “—Equity Method Investments” for additional information. We also had an equity method investment in a residential mortgage origination joint venture that we exited in the third quarter of 2020, which was not deemed significant for any periods presented. The following tables present summarized financial information for the entities in which we have equity method investments on an aggregated basis since the dates of acquisition:
_________________ (1)Does not reflect any amounts attributable to the residential mortgage origination joint venture, as we exited the arrangement in the third quarter of 2020.
_________________ (1)For the residential mortgage origination joint venture, reflects amounts through the third quarter of 2020, when we exited the arrangement. (2)For Apex, reflects amounts subsequent to the date on which we entered into the equity method arrangement.
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COMMITMENTS |
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| Commitments and Contingencies Disclosure [Abstract] | ||
| COMMITMENTS | COMMITMENTS Registration Rights Pursuant to a registration rights agreement entered into on October 8, 2020, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to the Company’s Class A ordinary shares). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriter is entitled to a deferred fee of $0.35 per Unit, or $28,175,000 in the aggregate. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Financial Advisory Fee The underwriters agreed to reimburse the Company for an amount equal to (1) 10% of the non-deferred underwriting commission payable to the underwriter, of which $1,400,000 was paid to Connaught (UK) Limited (“Connaught”) upon the closing of the Initial Public Offering, and (2) 20% of the deferred underwriting commission payable to the underwriter, of which $5,635,000 will be paid to Connaught upon the closing of the Business Combination. SoFi Business Combination On January 7, 2021, the Company entered into an Agreement and Plan of Merger (as amended on March 16, 2021, the “Merger Agreement”) with Plutus Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub”), and Social Finance, Inc., a Delaware corporation (“SoFi”). The Merger Agreement provides that, among other things and upon the terms and subject to the conditions thereof, the following transactions will occur (together with the other agreements and transactions contemplated by the Merger Agreement, the “SoFi Business Combination”): (i) prior to the closing of the transactions contemplated by the Merger Agreement (the “Closing”), the Company will domesticate as a Delaware corporation in accordance with Section 388 of the General Corporation Law of the State of Delaware, as amended (the “DGCL”), and the Cayman Islands Companies Law (2020 Revision) (the “Domestication”), (ii) at the Closing, upon the terms and subject to the conditions of the Merger Agreement, in accordance with the DGCL, Merger Sub will merge with and into SoFi, with SoFi continuing as the surviving corporation and a wholly owned subsidiary of the Company (the “Merger”), (iii) upon consummation of the Merger, and subject to the adjustments provided in the Merger Agreement, all of the common stock and preferred stock of SoFi, excluding the Company Redeemable Preferred Stock (as defined in the Merger Agreement), which will convert into Acquiror Series 1 Preferred Stock (as defined in the Merger Agreement), will be converted into the right to receive an aggregate number of shares of common stock, par value $0.0001 per share, of the Company (after the Domestication) (“SCH Common Stock”) equal to the quotient obtained by dividing (x) $6,569,840,376 by (y) $10.00 and (iv) upon the consummation of the Merger, the Company will be renamed “SoFi Technologies, Inc.” The Closing is subject to the satisfaction or waiver of certain closing conditions contained in the Merger Agreement, including the approval of the Company’s shareholders. On January 7, 2021, concurrently with the execution of the Merger Agreement, the Company entered into subscription agreements with certain investors (collectively, the “PIPE Investors”), pursuant to which, on the terms and subject to the conditions therein, the PIPE Investors have collectively subscribed for 122.5 million shares of SCH Common Stock for an aggregate purchase price equal to $1,225.0 million (the “PIPE Investment”), a portion of which is expected to be funded by one or more affiliates of the Sponsor. The PIPE Investment will be consummated substantially concurrently with the Closing, subject to the terms and conditions contemplated by the Subscription Agreements. On March 16, 2021, (i) the Company, SoFi and Merger Sub entered into the First Amendment to Agreement and Plan of Merger which amends the Merger Agreement and (ii) the Company, the Sponsor and SoFi entered into the First Amendment to Sponsor Support Agreement to reflect that the securities of the combined company are expected to trade on The Nasdaq Stock Market LLC instead of the New York Stock Exchange following the consummation of the SoFi Business Combination. In addition, SoFi, the Company and the applicable shareholders of SoFi have agreed to make conforming changes to the form of shareholders’ agreement contemplated by the Merger Agreement to be entered into at the closing of the Business Combination with SoFi. The consummation of the proposed SoFi Business Combination is subject to certain conditions as further described in the Merger Agreement. In connection with the proposed SoFi Business Combination, certain purported shareholders of the Company have filed lawsuits, including those described below, and other shareholders have threatened to file lawsuits alleging breaches of fiduciary duty and violations of the disclosure requirements of the Exchange Act. The Company believes that these allegations are without merit. These cases are in the early stages and the Company is unable to reasonably determine the outcome or estimate any potential losses, and, as such, has not recorded a loss contingency. Legal Proceedings On January 28, 2021, Tim Holtom (“Holtom”), a purported shareholder of the Company, filed a lawsuit in the Supreme Court of the State of New York, County of New York, captioned Tim Holtom v. Social Capital Hedosophia Holdings Corp. V, et al., case number 650647/2021, against the Company and the members of its board of directors (the “Holtom Complaint”). The Holtom Complaint asserts a breach of fiduciary duty claim against the individual defendants and an aiding and abetting claim against the Company. The Holtom Complaint alleges, among other things, that (i) the merger consideration is unfair, and (ii) the registration statement on Form S-4 filed with the SEC on January 11, 2021 regarding the proposed transaction involving SoFi (the “Registration Statement”) is materially misleading and incomplete. The Holtom Complaint seeks, among other things, to enjoin the proposed Business Combination, rescind the transaction or award rescissory damages to the extent it is consummated, and an award of attorneys’ fees and expenses. On January 29, 2021, Ryan Heitt (“Heitt”), a purported shareholder of the Company, filed a lawsuit in the Supreme Court of the State of New York, County of New York, captioned Ryan Heitt v. Social Capital Hedosophia Holdings Corp. V, et al., case number 650685/2021 against the members of its board of directors, Merger Sub and SoFi (the “Heitt Complaint”). The Heitt Complaint asserts a breach of fiduciary duty claim against the individual defendants and an aiding and abetting claim against the Company, Merger Sub and SoFi. The Heitt Complaint alleges, among other things, that the Registration Statement is materially misleading and incomplete. The Heitt Complaint seeks, among other things, to enjoin the proposed Business Combination, rescind the transaction or award rescissory damages to the extent it is consummated, and an award of attorneys’ fees and expenses. On February 3, 2021, counsel to Holtom and Heitt sent a joint letter to the Company's counsel (the “Joint Demand”), alleging that they “have identified several disclosure deficiencies” in the Registration Statement, and demanding that the Company issue corrective disclosures with regard to certain enumerated items. The Joint Demand asserts that a failure to issue the requested disclosures will expose the Company and its board of directors to liability. The parties resolved the allegations made by Holtom and Heitt and notices of discontinuance of the lawsuits commenced by Holtom and Heitt have been filed. On February 15, 2021, Brian Levy, a purported shareholder of the Company, filed a lawsuit in the Supreme Court of the State of New York, County of Nassau, captioned Brian Levy v. Jennifer Dulski, et al., case number 601778/2021, against the members of the Company’s board of directors, SoFi, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and Goldman Sachs & Co. LLC (the “Levy Complaint”). The lawsuit was filed by Levy individually, and derivatively on behalf of nominal defendant the Company. The Levy Complaint alleges, among other things, that (i) the merger consideration is unfair, and (ii) the Registration Statement is materially misleading and incomplete. The Levy Complaint asserts: (i) a derivative claim for breach of fiduciary duty against the individual defendants; (ii) a derivative claim for causing the Company to fail to disclose material information against the individual defendants; (iii) a derivative claim for aiding and abetting the breaches of fiduciary duties against SoFi, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and Goldman Sachs & Co. LLC; (iv) an individual claim for negligent misrepresentation and concealment against all defendants; and (v) an individual claim for fraudulent misrepresentation and concealment against all defendants. The Levy Complaint seeks, among other things, to enjoin the proposed Business Combination, an award of compensatory and/or recessionary damages, and an award of attorneys' fees and expenses. The parties resolved the allegations made by Levy, and a Stipulation and Order dismissing the lawsuit filed by Levy was signed by the Court on April 19, 2021.
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COMMITMENTS Registration Rights Pursuant to a registration rights agreement entered into on October 8, 2020, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to the Company’s Class A ordinary shares). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriter is entitled to a deferred fee of $0.35 per Unit, or $28,175,000 in the aggregate. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Financial Advisory Fee The underwriters agreed to reimburse the Company for an amount equal to (1) 10% of the non-deferred underwriting commission payable to the underwriter, of which $1,400,000 was paid to Connaught (UK) Limited (“Connaught”) upon the closing of the Initial Public Offering, and (2) 20% of the deferred underwriting commission payable to the underwriter, of which $5,635,000 will be paid to Connaught upon the closing of the Business Combination.
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SHAREHOLDERS' EQUITY, PERMANENT EQUITY AND TEMPORARY EQUITY |
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Dec. 31, 2020 |
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| SHAREHOLDERS' EQUITY, PERMANENT EQUITY AND TEMPORARY EQUITY | PERMANENT EQUITY AND TEMPORARY EQUITY Preferred Shares — The Company is authorized to issue 5,000,000 preference shares with a par value of $0.0001. The Company’s board of directors will be authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. The board of directors will be able to, without shareholder approval, issue preference shares with voting and other rights that could adversely affect the voting power and other rights of the holders of the ordinary shares and could have anti-takeover effects. At March 31, 2021 and December 31, 2020, there were no preference shares issued or outstanding. Class A Ordinary Shares — The Company is authorized to issue 500,000,000 Class A ordinary shares, with a par value of $0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. At March 31, 2021, there were 19,198,460 Class A ordinary shares issued and outstanding, excluding 61,301,540 Class A ordinary shares subject to possible redemption. At December 31, 2020, there were 13,157,611 Class A ordinary shares issued and outstanding, excluding 67,342,389 Class A ordinary shares subject to possible redemption. Class B Ordinary Shares — The Company is authorized to issue 50,000,000 Class B ordinary shares, with a par value of $0.0001 per share. Holders of the Class B ordinary shares are entitled to one vote for each share. At March 31, 2021 and December 31, 2020, there was 20,125,000 Class B ordinary shares issued and outstanding. Only holders of the Class B ordinary shares will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders except as otherwise required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the completion of the Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which Founder Shares will convert into Class A ordinary shares will be adjusted (subject to waiver by holders of a majority of the Class B ordinary shares) so that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the ordinary shares issued and outstanding upon completion of the Initial Public Offering plus the number of Class A ordinary shares and equity-linked securities issued or deemed issued in connection with a Business Combination, excluding any Class A ordinary shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination. Restricted Stock Units — On November 13, 2020, the Company entered into a Director Restricted Stock Unit Award Agreement (the "Director Restricted Stock Unit Award Agreement"), between the Company and a member of the Company's board of directors, providing for the grant of 100,000 restricted stock units ("RSUs"), which grant is contingent on both the consummation of a Business Combination with the Company and a shareholder approved equity plan. The RSUs will vest upon the consummation of such Business Combination and represent 100,000 Class A ordinary shares of the Company that will settle on a date selected by the Company in the year following the year in which such consummation occurs. Permanent Equity The Company is authorized to issue common stock and non-voting common stock. As of each of March 31, 2021 and December 31, 2020, the Company was authorized to issue 447,815,616 shares of common stock and 5,000,000 shares of non-voting common stock. During December 2020, we issued 20,067,302 shares of common stock for gross proceeds received of $369.8 million, which was offset by direct legal costs of $56 (the “Common Stock Issuance”). The number of shares issued in the Common Stock Issuance was subject to upward adjustment if we consummated the Business Combination described in Note 2, with the amount of the adjustment based on the implied per-share consideration in the Business Combination and the number of shares of our capital stock issued in certain dilutive issuances prior to the closing of the Business Combination. The adjustment resulted in the issuance of an additional 735,100 shares at the time of closing of the Business Combination. The Company reserved the following common stock for future issuance as of the dates indicated:
___________________ (1)As of each balance sheet date presented, includes 183,985 contingently issuable common stock in connection with our acquisition of 8 Limited, as discussed in Note 2. As of March 31, 2021, also includes 735,100 contingently issuable common stock related to an adjustment to a common stock issuance in December 2020, as discussed in this Note 10. Dividends Common stockholders and non-voting common stockholders are entitled to dividends when and if declared by the board of directors, but as stated in Note 9, only after dividends are paid to redeemable preferred stockholders, with the exception of Series C preferred stockholders. All redeemable preferred shares, except for Series 1 preferred stock, participate in dividends with common stock. There were no dividends declared or paid to common stockholders during the three months ended March 31, 2021 and 2020. Conversion and Redemption Upon the Company’s sale of its common stock in a firm commitment underwritten IPO, each share of non-voting common stock would automatically be converted into such number of common stock as is determined by dividing $1.00 by the conversion price applicable to such shares. The initial conversion price per share shall be $1.00. Both prices are subject to adjustment for any stock splits and stock dividends. The common stock and non-voting common stock are otherwise non-redeemable. Liquidation Upon completion of the distribution to preferred stockholders, as discussed within Note 9, if assets remain in the Company, the holders of common stock and non-voting common stock would receive all of the remaining assets pro rata based on the number of shares of common stock then held by each holder (assuming conversion of all such non-voting common stock into common stock). Voting Rights Each holder of common stock has the right to one vote per share of common stock and is entitled to notice of any stockholder meeting. Non-voting common stock does not have any voting rights or other powers. The common stockholders, voting together as a single class, can elect one member to the board of directors.
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EQUITY AND TEMPORARY EQUITY Preferred Shares — The Company is authorized to issue 5,000,000 preference shares with a par value of $0.0001. The Company’s board of directors will be authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. The board of directors will be able to, without shareholder approval, issue preference shares with voting and other rights that could adversely affect the voting power and other rights of the holders of the ordinary shares and could have anti-takeover effects. At December 31, 2020, there were no preference shares issued or outstanding. Class A Ordinary Shares — The Company is authorized to issue 500,000,000 Class A ordinary shares, with a par value of $0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. At December 31, 2020, there were 13,157,611 Class A ordinary shares issued and outstanding, excluding 67,342,389 Class A ordinary shares subject to possible redemption. Class B Ordinary Shares — The Company is authorized to issue 50,000,000 Class B ordinary shares, with a par value of $0.0001 per share. Holders of the Class B ordinary shares are entitled to one vote for each share. At December 31, 2020, there was 20,125,000 Class B ordinary shares issued and outstanding. Only holders of the Class B ordinary shares will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders except as otherwise required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the completion of the Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which Founder Shares will convert into Class A ordinary shares will be adjusted (subject to waiver by holders of a majority of the Class B ordinary shares) so that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the ordinary shares issued and outstanding upon completion of the Initial Public Offering plus the number of Class A ordinary shares and equity-linked securities issued or deemed issued in connection with a Business Combination, excluding any Class A ordinary shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination. Warrants — Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration or a valid exemption from registration is available. No Public Warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their Public Warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement registering the issuance, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the Public Warrants. The Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Class A ordinary shares are, at the time of any exercise of a Public Warrant, not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their Public Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00. Once the Public Warrants become exercisable, the Company may redeem the Public Warrants: •in whole and not in part; •at a price of $0.01 per Public Warrant; •upon not less than 30 days’ prior written notice of redemption to each warrant holder and •if, and only if, the reported last sale price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted). Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00. Once the Public Warrants become exercisable, the Company may redeem the Public Warrants: •in whole and not in part; •at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the “fair market value” of the Class A ordinary shares; •if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted); and •if the Reference Value is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. If and when the Public Warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the completion of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the Public Warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger prices described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price and the $10.00 per share redemption trigger prices described will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. Restricted Stock Units — On November 13, 2020, the Company entered into a Director Restricted Stock Unit Award Agreement (the "Director Restricted Stock Unit Award Agreement"), between the Company and a member of the Company's board of directors, providing for the grant of 100,000 restricted stock units ("RSUs") , which grant is contingent on both the consummation of a Business Combination with the Company and a shareholder approved equity plan. The RSUs will vest upon the consummation of such Business Combination and represent 100,000 Class A ordinary shares of the Company that will settle on a date selected by the Company in the year following the year in which such consummation occurs.
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Permanent Equity The Company is authorized to issue common stock and non-voting common stock. As of December 31, 2020 and 2019, the Company was authorized to issue 447,815,616 and 390,815,616 shares of common stock, respectively, and 5,000,000 shares of non-voting common stock. During December 2020, we issued 20,067,302 shares of common stock for gross proceeds received of $369.8 million, which was offset by direct legal costs of $56 (the “Common Stock Issuance”). The number of shares issued in the Common Stock Issuance is subject to upward adjustment if we consummate the Business Combination described in Note 18, with the amount of any adjustment based on the implied per-share consideration in the Business Combination and the number of shares of our capital stock issued in certain dilutive issuances prior to the closing of the Business Combination. We expect the adjustment to result in the issuance of an additional 735,100 shares at the time of closing the Business Combination. The Company reserved the following common stock for future issuance as of the dates indicated:
___________________ (1)Represents contingently issuable common stock in connection with our acquisition of 8 Limited. See Note 2 for additional information. Dividends Common stockholders and non-voting common stockholders are entitled to dividends when and if declared by the board of directors, but as stated in Note 10, only after dividends are paid to redeemable preferred stockholders, with the exception of Series C preferred stockholders. All redeemable preferred shares, except for Series 1 preferred stock, participate in dividends with common stock. There were no dividends declared or paid to common stockholders during the years ended December 31, 2020 and 2019. Conversion and Redemption Upon the Company’s sale of its common stock in a firm commitment underwritten IPO, each share of non-voting common stock would automatically be converted into such number of common stock as is determined by dividing $1.00 by the conversion price applicable to such shares. The initial conversion price per share shall be $1.00. Both prices are subject to adjustment for any stock splits and stock dividends. The common stock and non-voting common stock are otherwise non-redeemable. Liquidation Upon completion of the distribution to preferred stockholders, as discussed within Note 10, if assets remain in the Company, the holders of common stock and non-voting common stock would receive all of the remaining assets pro rata based on the number of shares of common stock then held by each holder (assuming conversion of all such non-voting common stock into common stock). Voting Rights Each holder of common stock has the right to one vote per share of common stock and is entitled to notice of any stockholders’ meeting. Non-voting common stock does not have any voting rights or other powers. The common stockholders, voting together as a single class, can elect one member to the board of directors.
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WARRANTS |
3 Months Ended |
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Mar. 31, 2021 | |
| Warrants [Abstract] | |
| WARRANTS | WARRANTS Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration or a valid exemption from registration is available. No Public Warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their Public Warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement registering the issuance, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the Public Warrants. The Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Class A ordinary shares are, at the time of any exercise of a Public Warrant, not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their Public Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00. Once the Public Warrants become exercisable, the Company may redeem the Public Warrants: •in whole and not in part; •at a price of $0.01 per Public Warrant; •upon not less than 30 days’ prior written notice of redemption to each warrant holder and •if, and only if, the reported last sale price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted). Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00. Once the Public Warrants become exercisable, the Company may redeem the Public Warrants: •in whole and not in part; •at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the “fair market value” of the Class A ordinary shares; •if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted); and •if the Reference Value is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. If and when the Public Warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the completion of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the Public Warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger prices described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price and the $10.00 per share redemption trigger prices described will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.
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FAIR VALUE MEASUREMENTS |
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| Fair Value Disclosures [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2021 and December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
__________________ (1)The fair value of the marketable securities held in Trust account approximates the carrying amount primarily due to their short-term nature. (2)Measured at fair value on a recurring basis. Warrants The Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the condensed consolidated balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the condensed consolidated statement of operations. The Warrants are measured at fair value on a recurring basis. The measurement of the Public Warrants is classified as Level 1 due to the use of an observable market quote in an active market under the ticker IPOE.WS. As the transfer of Private Placement Warrants to anyone outside of a small group of individuals who are permitted transferees would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant, with an insignificant adjustment for short-term marketability restrictions. As such, the Private Placement Warrants are classified as Level 2. Fair Value MeasurementsThe following table summarizes, by level within the fair value hierarchy, the carrying amounts and estimated fair values of our assets and liabilities measured at fair value on a recurring basis, measured at fair value on a nonrecurring basis, or disclosed, but not carried, at fair value in the Unaudited Condensed Consolidated Balance Sheets as of the dates presented.
_____________________ (1)Disclosed, but not carried, at fair value. The carrying value of our debt is net of unamortized discounts and debt issuance costs. The fair values of our warehouse facility debt, revolving credit facility debt and financing arrangements assumed in the Galileo acquisition were based on market factors and credit factors specific to us. The securitization debt was valued using a discounted cash flow model, with key inputs relating to the underlying contractual coupons, terms, discount rate and expectations for defaults and prepayments. 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)Measured at fair value on a recurring basis. (3)Measured at fair value on a nonrecurring basis. (4)Derivative assets and derivative liabilities classified as Level 1 are based on broker quotes in active markets and represent economic hedges of loan fair values. Gross derivative assets and liabilities included herein are subject to master netting arrangements. See Note 1 for additional information on our master netting arrangements, including the amounts netted against these gross derivative assets and liabilities. (5)Interest rate lock commitments are classified as Level 3 because of our reliance on an assumed loan funding probability, which is based on our internal historical experience with home loans similar to those in the pipeline on the measurement date. (6)Interest rate swaps 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. Interest rate swaps are valued using the three-month LIBOR swap yield curve, which is an observable input from an active market. (7)These assets represent the carrying value of our holdings in VIEs wherein we were not deemed the primary beneficiary. As we do not provide financial support beyond our initial equity investment, our maximum exposure to loss as a result of our involvement with nonconsolidated VIEs is limited to the investment amount. See Note 4 for additional information. (8)See Note 9 for additional information on our warrant liabilities, including inputs to the valuation. (9)ETF short positions classified as Level 1 are based on quoted prices in actively traded markets and serve as an economic hedge to our non-securitization investments in exchange-traded funds. Loans The following key unobservable assumptions were used in the fair value measurement of our loans as of the dates indicated:
The key assumptions included in the above table 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. •Discount rate — The weighted average rate at which the expected cash flows are discounted to arrive at the net present value of the loans. 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 3 for additional loan fair value disclosures. Servicing Rights Servicing rights for student loans and personal 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, 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 as of the dates presented:
The key assumptions included in the above table are defined as follows: •Market servicing costs — The fee a willing market participant, which we validate through actual third-party bids for our servicing, would require for the servicing of student loans, home loans and personal loans with similar characteristics as those in our serviced portfolio. 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. The following table presents the estimated decrease to the fair value of our servicing rights as of the dates indicated if the key assumptions had each of the below adverse changes:
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. The following table presents the changes in the Company’s servicing rights, which are measured at fair value on a recurring basis. Servicing rights are initially measured at fair value and recognized as a component of the gain or loss from sales of loans and the initial capitalization is reported within noninterest income — loan origination and sales in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. Subsequent changes in the fair value of servicing rights are reported within noninterest income — servicing in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.
Asset-Backed Bonds The fair value of asset-backed bonds is determined using a discounted cash flow methodology. Management classifies asset-backed bonds as Level 2 due to the use of quoted prices for similar assets in markets that are not active, as well as certain factors specific to us. The following key inputs were used in the fair value measurement of our asset-backed bonds as of the dates indicated:
As of the dates indicated, 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, by design, are expected to absorb all estimated losses based on our default assumptions for the respective periods. 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 as of the dates indicated:
The key assumptions included in the above table 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. •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. The following table presents the changes in the residual investments and residual interests classified as debt, which are both measured at fair value on a recurring basis. We record changes in fair value within noninterest income — securitizations in the Unaudited 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.
Instrument-Specific Credit Risk The change in the fair value of certain financial instruments measured at fair value using the fair value option that resulted from instrument-specific credit risk was as follows during the periods indicated:
The changes in the fair values attributable to instrument-specific credit risk were estimated by incorporating the Company’s current default and loss severity assumptions for the financial instruments included in the table above. These assumptions are based on historical performance, market trends and performance expectations over the term of the underlying instrument. Interest Rate Lock Commitments As part of our home loan origination activities, we commit to interest rate terms prior to completing the home loan origination process. These interest rate commitments are “locked”, despite changes in interest rates between the time of home loan application approval and loan closure. Given that a home loan origination is contingent on a plethora of factors, our IRLCs are inherently uncertain. We account for the probability of honoring an IRLC using an assumed loan funding probability, which is the percentage likelihood that an approved loan application will close based on historical experience. 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. Our key valuation input was as follows as of the dates indicated:
The key assumption included in the above table is defined as follows: •Loan funding probability — Our expectation of the percentage of IRLCs which will become funded loans. An increase in the loan funding probability, in isolation, would result in an increase in a fair value measurement. The weighted average assumption was weighted based on relative fair value. The following table presents the changes in our IRLCs, which are measured at fair value on a recurring basis. Changes in the fair value of IRLCs are recorded within noninterest income — loan origination and sales in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.
___________________ (1)Funded and unfunded loan fair value adjustments represent the unpaid principal balance of funded and unfunded loans, respectively, multiplied by the IRLC price in effect at the beginning of each quarter. Non-Securitization Investments Non-securitization investments — ETFs include investments in exchange-traded funds and are measured at fair value on a recurring basis using the net asset value expedient in accordance with ASC 820 and are presented within other assets in the Unaudited Condensed Consolidated Balance Sheets. As of March 31, 2021 and December 31, 2020, we also had a non-securitization investment, which is presented within non-securitization investments — other, related to an investment for which fair value was not readily determinable, which we elected to measure using the measurement alternative method of accounting. Under the measurement alternative method, we measure the investment at cost, less any impairment and adjusted for changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer. The carrying value of the investment is presented within other assets in the Unaudited Condensed Consolidated Balance Sheets. Adjustments to the carrying value, such as impairments, are recognized within noninterest income — other in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. In the second quarter of 2020, we recorded an impairment charge of $803 and adjusted the carrying value of the investment accordingly, which was based on a discounted cash flow analysis, wherein we weighted different valuation scenarios with different assumed internal rates of return and time to liquidity events. In performing a qualitative impairment assessment, we determined that the carrying amount of the investment exceeded its fair value due to a significant decline in investee operating results relative to expectations, primarily as a result of the COVID-19 pandemic. The fair value measurement is classified within Level 3 of the fair value hierarchy due to the use of unobservable inputs in the fair value measurement.
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NOTE 9. FAIR VALUE MEASUREMENTS The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
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Fair Value Measurements The following table summarizes, by level within the fair value hierarchy, the carrying amounts and estimated fair values of our assets and liabilities measured at fair value on a recurring basis, measured at fair value on a nonrecurring basis, or disclosed, but not carried, at fair value in the Consolidated Balance Sheets as of the dates presented.
_____________________ (1)Disclosed, but not carried, at fair value. The carrying value of our debt is net of unamortized discounts and debt issuance costs. The fair values of our warehouse facility debt, revolving credit facility debt, seller note debt and other financing arrangements assumed in the Galileo acquisition were based on market factors and credit factors specific to us. The fair value of the seller note as of December 31, 2020 was determined to approximate our carrying value due to our ability to prepay the loan without penalty and the short term maturity of the note. The securitization debt was valued using a discounted cash flow model, with key inputs relating to the underlying contractual coupons, terms, discount rate and expectations for defaults and prepayments. 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. The fair value of our commercial loan was also determined to approximate our carrying value, as the loan was issued in the fourth quarter of 2020, was short-term in nature, and repaid in full in January 2021. (2)Measured at fair value on a recurring basis. (3)Measured at fair value on a nonrecurring basis. (4)Derivative assets classified as Level 1 are based on broker quotes in active markets and represent economic hedges of loan fair values. (5)Interest rate lock commitments are classified as Level 3 because of our reliance on an assumed loan funding probability, which is based on our internal historical experience with home loans similar to those in the pipeline on the measurement date. (6)Derivative liabilities classified as Level 1 are based on broker quotes in active markets and consist of economic hedges of loan fair values and certain non-securitization investments. (7)Interest rate swaps 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. Interest rate swaps are valued using the three-month LIBOR swap yield curve, which is an observable input from an active market. (8)Gross derivative assets and liabilities included herein are subject to master netting arrangements. See Note 1 for additional information on our master netting arrangements, including the amounts netted against these gross derivative assets and liabilities. (9)These assets represent the carrying value of our holdings in VIEs wherein we were not deemed the primary beneficiary. As we do not provide financial support beyond our initial equity investment, our maximum exposure to loss as a result of our involvement with nonconsolidated VIEs is limited to the investment amount. See Note 5 for additional information. (10)See Note 10 for additional information on our warrant liabilities, including inputs to the valuation. (11)ETF short positions classified as Level 1 are based on quoted prices in actively traded markets and serve as an economic hedge to our non-securitization investments in exchange-traded funds. Loans The following key unobservable assumptions were used in the fair value measurement of our loans as of the dates indicated:
The key assumptions included in the above table 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. •Discount rate — The weighted average rate at which the expected cash flows are discounted to arrive at the net present value of the loans. 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 for additional loan fair value disclosures. Servicing Rights Servicing rights for student loans and personal 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, 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 as of the dates presented:
The key assumptions included in the above table are defined as follows: •Market servicing costs — The fee a willing market participant, which we validate through actual third-party bids for our servicing, would require for the servicing of student loans, home loans and personal loans with similar characteristics as those in our serviced portfolio. 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. The following table presents the estimated decrease to the fair value of our servicing rights as of the dates indicated if the key assumptions had each of the below adverse changes:
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. The following table presents the changes in the Company’s servicing rights, which are measured at fair value on a recurring basis. Servicing rights are initially measured at fair value and recognized as a component of the gain or loss from sales of loans and the initial capitalization is reported within noninterest income — loan origination and sales in the Consolidated Statements of Operations and Comprehensive Income (Loss). Subsequent changes in the fair value of servicing rights are reported within noninterest income — servicing in the Consolidated Statements of Operations and Comprehensive Income (Loss).
Asset-Backed Bonds The fair value of asset-backed bonds is determined using a discounted cash flow methodology. Management classifies asset-backed bonds as Level 2 due to the use of quoted prices for similar assets in markets that are not active, as well as certain factors specific to us. The following key inputs were used in the fair value measurement of our asset-backed bonds as of the dates indicated:
As of the dates indicated, 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, by design, are expected to absorb all estimated losses based on our default assumptions for the respective periods. 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 as of the dates indicated:
The key assumptions included in the above table 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. •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. The following table presents the changes in the residual investments and residual interests classified as debt, which are both measured at fair value on a recurring basis. We record changes in fair value within noninterest income — securitizations in the Consolidated Statements of Operations and Comprehensive Income (Loss), a portion of which is subsequently reclassified to interest expense — securitizations and warehouses for residual interests classified as debt and to interest income — securitizations for residual investments, but does not impact the liability or asset balance, respectively.
______________________ (1)Payments of residual investments included $8.4 million of residual investment sales made during the year ended December 31, 2020. (2)During the year ended December 31, 2020, includes a transfer from residual investments (Level 3) to asset-backed bonds (Level 2) associated with a repackaged securitization transaction in which we formed a new VIE and, in the process, exchanged our residual interest for an asset-backed bond interest. Instrument-Specific Credit Risk The change in the fair value of certain financial instruments measured at fair value using the fair value option that resulted from instrument-specific credit risk was as follows during the years indicated:
The changes in the fair values attributable to instrument-specific credit risk were estimated by incorporating the Company’s current default and loss severity assumptions for each above financial instrument. These assumptions are based on historical performance, market trends and performance expectations over the term of the underlying instrument. Interest Rate Lock Commitments As part of our home loan origination activities, we commit to interest rate terms prior to completing the home loan origination process. These interest rate commitments are “locked”, despite changes in interest rates between the time of home loan application approval and loan closure. Given that a home loan origination is contingent on a plethora of factors, our IRLCs are inherently uncertain. We account for the probability of honoring an IRLC using an assumed loan funding probability, which is the percentage likelihood that an approved loan application will close based on historical experience. A significant difference in the actual funded rate compared to the assumed funded rate at a measurement date could result in a significantly higher or lower fair value measurement. Our key valuation input was as follows as of the dates indicated:
The key assumption included in the above table is defined as follows: •Loan funding probability — Our expectation of the percentage of IRLCs which will become funded loans. An increase in the loan funding probability, in isolation, would result in an increase in a fair value measurement. The weighted average assumption was weighted based on relative fair value. The following table presents the changes in our IRLCs, which are measured at fair value on a recurring basis. Changes in the fair value of IRLCs are recorded within noninterest income — loan origination and sales in the Consolidated Statements of Operations and Comprehensive Income (Loss).
___________________ (1)Funded and unfunded loans fair value adjustments represent the unpaid principal balance of funded and unfunded loans, respectively, multiplied by the IRLC price in effect at the beginning of each quarter. Non-Securitization Investments Non-securitization investments — ETFs include investments in exchange-traded funds that were launched beginning in 2019 and are measured at fair value on a recurring basis using the net asset value expedient in accordance with ASC 820 and are presented within other assets in the Consolidated Balance Sheets. As of December 31, 2020 and 2019, we also had a non-securitization investment, which is presented within non-securitization investments — other, related to an investment for which fair value was not readily determinable, which we elected to measure using the measurement alternative method of accounting. Under the measurement alternative method, we measure the investment at cost, less any impairment and adjusted for changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer. The carrying value of the investment is presented within other assets in the Consolidated Balance Sheets. Adjustments to the carrying value, such as impairments, are recognized within noninterest income — other in the Consolidated Statements of Operations and Comprehensive Income (Loss). During the year ended December 31, 2020, we recorded an impairment charge of $803 and adjusted the carrying value of the investment accordingly, which was based on a discounted cash flow analysis, wherein we weighted different valuation scenarios with different assumed internal rates of return and time to liquidity events. In performing a qualitative impairment assessment, we determined that the carrying amount of the investment exceeded its fair value due to a significant decline in investee operating results relative to expectations, primarily as a result of the COVID-19 pandemic. The fair value measurement is classified within Level 3 of the fair value hierarchy due to the use of unobservable inputs in the fair value measurement. Non-securitization investments measured at fair value excludes our equity method investment in Apex, which is discussed further in Note 1.
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SUBSEQUENT EVENTS |
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| Subsequent Events [Abstract] | |||
| SUBSEQUENT EVENTS | SUBSEQUENT EVENTSThe Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed consolidated financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements.Subsequent Events Management of the Company performed an evaluation of subsequent events that occurred after the balance sheet date through the date of this filing. In addition to the item noted below, we discuss events that occurred after the balance sheet date throughout these Notes to Unaudited Condensed Consolidated Financial Statements. During January 2021, Social Finance, Inc. entered into the Agreement by and among SCH and Merger Sub. The transactions contemplated by the terms of the Agreement were completed on May 28, 2021. See Note 2 for additional information on the transaction.
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NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the consolidated financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements. On January 7, 2021, the Company entered into an Agreement and Plan of Merger (as amended on March 16, 2021, the “Merger Agreement”) with Plutus Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub”), and Social Finance, Inc., a Delaware corporation (“SoFi”). The Merger Agreement provides that, among other things and upon the terms and subject to the conditions thereof, the following transactions will occur (together with the other agreements and transactions contemplated by the Merger Agreement, the “SoFi Business Combination”): (i) prior to the closing of the transactions contemplated by the Merger Agreement (the “Closing”), the Company will domesticate as a Delaware corporation in accordance with Section 388 of the DGCL, and the Cayman Islands Companies Law (2020 Revision) (the “Domestication”), (ii) at the Closing, upon the terms and subject to the conditions of the Merger Agreement, in accordance with the DGCL, Merger Sub will merge with and into SoFi, with SoFi continuing as the surviving corporation and a wholly owned subsidiary of the Company (the “Merger”), (iii) upon consummation of the Merger, and subject to the adjustments provided in the Merger Agreement, all of the common stock and preferred stock of SoFi, excluding the Company Redeemable Preferred Stock (as defined in the Merger Agreement), which will convert into Acquiror Series 1 Preferred Stock (as defined in the Merger Agreement), will be converted into the right to receive an aggregate number of shares of common stock, par value $0.0001 per share, of the Company (after the Domestication) (“SCH Common Stock”) equal to the quotient obtained by dividing (x) $6,569,840,376 by (y) $10.00 and (iv) upon the consummation of the Merger, the Company will be renamed “SoFi Technologies, Inc.” The Closing is subject to the satisfaction or waiver of certain closing conditions contained in the Merger Agreement, including the approval of the Company’s shareholders. On January 7, 2021, concurrently with the execution of the Merger Agreement, the Company entered into subscription agreements with certain investors (collectively, the "PIPE Investors"), pursuant to which, on the terms and subject to the conditions therein, the PIPE Investors have collectively subscribed for 122.5 million shares of SCH Common Stock for an aggregate purchase price equal to $1,225.0 million (the “PIPE Investment”), a portion of which is expected to be funded by one or more affiliates of the Sponsor. The PIPE Investment will be consummated substantially concurrently with the Closing, subject to the terms and conditions contemplated by the Subscription Agreements. On March 16, 2021, (i) the Company, SoFi and Merger Sub entered into the First Amendment to Agreement and Plan of Merger which amends the Merger Agreement and (ii) the Company, the Sponsor and SoFi entered into the First Amendment to Sponsor Support Agreement to reflect that the securities of the combined company are expected to trade on The Nasdaq Stock Market LLC instead of the New York Stock Exchange following the consummation of the SoFi Business Combination. In addition, SoFi, the Company and the applicable shareholders of SoFi have agreed to make conforming changes to the form of shareholders’ agreement contemplated by the Merger Agreement to be entered into at the closing of the Business Combination with SoFi. The consummation of the proposed SoFi Business Combination is subject to certain conditions as further described in the Merger Agreement. In connection with the proposed SoFi Business Combination, certain purported shareholders of the Company have filed lawsuits, including those described below, and other shareholders have threatened to file lawsuits alleging breaches of fiduciary duty and violations of the disclosure requirements of the Exchange Act. The Company believes that these allegations are without merit. These cases are in the early stages and the Company is unable to reasonably determine the outcome or estimate any potential losses, and, as such, has not recorded a loss contingency. On January 28, 2021, Tim Holtom (“Holtom”), a purported shareholder of the Company, filed a lawsuit in the Supreme Court of the State of New York, County of New York, captioned Tim Holtom v. Social Capital Hedosophia Holdings Corp. V, et al., case number 650647/2021, against the Company and the members of its board of directors (the “Holtom Complaint”). The Holtom Complaint asserts a breach of fiduciary duty claim against the individual defendants and an aiding and abetting claim against the Company. The Holtom Complaint alleges, among other things, that (i) the merger consideration is unfair, and (ii) the registration statement on Form S-4 filed with the SEC on January 11, 2021 regarding the proposed transaction involving SoFi (the “Registration Statement”) is materially misleading and incomplete. The Holtom Complaint seeks, among other things, to enjoin the proposed Business Combination, rescind the transaction or award rescissory damages to the extent it is consummated, and an award of attorneys’ fees and expenses. On January 29, 2021, Ryan Heitt (“Heitt”), a purported shareholder of the Company, filed a lawsuit in the Supreme Court of the State of New York, County of New York, captioned Ryan Heitt v. Social Capital Hedosophia Holdings Corp. V, et al., case number 650685/2021 against the members of its board of directors, Merger Sub and SoFi (the “Heitt Complaint”). The Heitt Complaint asserts a breach of fiduciary duty claim against the individual defendants and an aiding and abetting claim against the Company, Merger Sub and SoFi. The Heitt Complaint alleges, among other things, that the Registration Statement is materially misleading and incomplete. The Heitt Complaint seeks, among other things, to enjoin the proposed Business Combination, rescind the transaction or award rescissory damages to the extent it is consummated, and an award of attorneys’ fees and expenses. On February 3, 2021, counsel to Holtom and Heitt sent a joint letter to the Company's counsel (the “Joint Demand”), alleging that they “have identified several disclosure deficiencies” in the Registration Statement, and demanding that the Company issue corrective disclosures with regard to certain enumerated items. The Joint Demand asserts that a failure to issue the requested disclosures will expose the Company and its board of directors to liability. The parties resolved the allegations made by Holtom and Heitt and discontinuances of the lawsuits commenced by Holtom and Heitt are expected to be filed shortly. On February 15, 2021, Brian Levy, a purported shareholder of the Company, filed a lawsuit in the Supreme Court of the State of New York, County of Nassau, captioned Brian Levy v. Jennifer Dulski, et al., case number 601778/2021, against the members of the Company’s board of directors, SoFi, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and Goldman Sachs & Co. LLC (the “Levy Complaint”). The lawsuit was filed by Levy individually, and derivatively on behalf of nominal defendant the Company. The Levy Complaint alleges, among other things, that (i) the merger consideration is unfair, and (ii) the Registration Statement is materially misleading and incomplete. The Levy Complaint asserts: (i) a derivative claim for breach of fiduciary duty against the individual defendants; (ii) a derivative claim for causing the Company to fail to disclose material information against the individual defendants; (iii) a derivative claim for aiding and abetting the breaches of fiduciary duties against SoFi, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and Goldman Sachs & Co. LLC; (iv) an individual claim for negligent misrepresentation and concealment against all defendants; and (v) an individual claim for fraudulent misrepresentation and concealment against all defendants. The Levy Complaint seeks, among other things, to enjoin the proposed Business Combination, an award of compensatory and/or recessionary damages, and an award of attorneys' fees and expenses. The parties resolved the allegations made by Levy, and a Stipulation and Order dismissing the lawsuit filed by Levy was signed by the Court on April 19, 2021. On January 11, 2021 the Company issued a promissory note with the Sponsor for an aggregate amount of up to $2,500,000 (the “Promissory Note”). The Promissory Note is non-interest bearing and is due and payable in full on the earlier of (i) October 14, 2022 and (ii) the effective date of a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the maker and one or more businesses. As of the date of these financial statements, the Company has drawn $1,415,000 under this Promissory Note.
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Subsequent Events Management of the Company performed an evaluation of subsequent events that occurred after the balance sheet date through the date of this filing. During January 2021, Social Finance, Inc. entered into a business combination agreement (the “Agreement”) by and among Social Finance, Inc., Social Capital Hedosophia Holdings Corp. V, a Cayman Islands exempted company limited by shares (“Social Capital”), and Plutus Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Social Capital (“Merger Sub”). Pursuant to the Agreement, Merger Sub will merge with and into Social Finance, Inc., and Social Finance, Inc. will be the surviving corporation and a wholly owned subsidiary of Social Capital. In conjunction with the Agreement, the redeemable preferred stockholders waived their rights in the event of a liquidation, inclusive of the Series 1 Holders’ right to immediately receive the Series 1 proceeds of $323.4 million. The redeemable preferred stock redemption value will remain at $323.4 million, and all other material rights will remain the same, with the exception of added voting rights and the former liquidation provision triggered by an IPO is no longer of any effect. In conjunction with the Business Combination, the Special Payment provision from our 2019 Series 1 Investor Agreement was amended. The amended Series 1 Investor Agreement provides for a special distribution of $22.1 million to Series 1 investors, which is subject to adjustment in accordance with the Merger Agreement, and is contingent upon approval of the Agreement. Upon Agreement approval, the Special Payment will be initially measured and recognized within noninterest expense — general and administrative in the Consolidated Statements of Operations and Comprehensive Income (Loss), because this feature will be accounted for as an embedded derivative, which is not clearly and closely related to the host contract. During January 2021, the seller of our Apex interest exercised its Seller Call Option on our Apex equity investment, which resulted in a call payment of $107.5 million. Therefore, we will no longer recognize Apex equity investment income subsequent to the date the investment was called. See Note 1 under “—Equity Method Investments” for additional information. During January 2021, we made a payment of $133.4 million to repurchase certain Note Receivable Stockholder collateral in connection with exercising our Call Option Rights. During February 2021, we paid off the seller note issued in connection with our acquisition of Galileo for a total payment of $269.9 million, consisting of outstanding principal of $250.0 million and accrued interest of $19.9 million. During February 2021, Apex paid us $18.3 million in settlement of all of their outstanding obligations to us, which consisted of outstanding principal balances of $16.7 million and accrued interest of $1.6 million. During March 2021, the Company and Golden Pacific Bancorp, Inc. (“Golden Pacific”), a California corporation, entered into an Agreement and Plan of Merger (the “Bank Merger”), by and among the Company, a wholly-owned subsidiary of the Company and Golden Pacific, pursuant to which the Company will acquire all of the outstanding equity interests in Golden Pacific and thereby acquire its wholly-owned subsidiary, Golden Pacific Bank, National Association (“Golden Pacific Bank”), for total cash purchase consideration of $22.3 million, of which approximately $0.7 million could be held back by the Company in escrow (“Holdback Amount”) if certain legal proceedings with which Golden Pacific is involved as a plaintiff are not resolved at the time the Bank Merger closes. The Holdback Amount will be used for further financing or costs incurred associated with the litigation and any remaining amount upon resolution of the litigation will be released to the Golden Pacific shareholders. Alternatively, if the legal proceedings are resolved prior to the close of the Bank Merger and a favorable settlement is received, the merger consideration will be increased by the amount of such proceeds, net of all fees and expenses and taxes payable in respect of such proceeds, such that the settlement will be returned to the Golden Pacific shareholders. Golden Pacific is duly registered as a bank holding company with the Board of Governors of the Federal Reserve System. Golden Pacific Bank is a national banking association duly organized and validly existing and in good standing under the laws of the United States and is regulated by the OCC. Deposit accounts of Golden Pacific Bank are insured by the FDIC through the Deposit Insurance Fund to the fullest extent permitted by law. The closing of the Bank Merger is subject to regulatory approval, including approval from the OCC of a revised business plan for Golden Pacific Bank, and approval from the Federal Reserve to become a bank holding company and for a change of control, and other customary closing conditions, which the Company anticipates can be completed by the end of 2021. The Bank Merger will be accounted for as a business combination. The purchase consideration will be allocated to the tangible and intangible assets acquired and liabilities assumed based on the estimated fair values as of the acquisition date. The acquisition is not expected to be a significant acquisition under ASC 805 or Regulation S-X, Rule 3-05. In March 2021, we submitted an application to the Federal Reserve to become a bank holding company.
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Organization, Summary of Significant Accounting Policies and New Accounting Standards |
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| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Organization, Summary of Significant Accounting Policies and New Accounting Standards | Organization, Summary of Significant Accounting Policies and New Accounting Standards Organization Social Finance, Inc. (collectively with its subsidiaries, “SoFi”, the “Company”, “we”, “us” or “our”) is a financial services platform. The Company was founded in 2011 to offer an innovative approach to the private student loan market by providing student loan refinancing options. Since its founding, SoFi has expanded its lending strategy to offer home loans, personal loans and credit cards. SoFi predominantly operates in the U.S. via its lending activities. The Company has also developed non-lending financial products, such as money management and investment product offerings, and has also leveraged its financial services platform to empower other businesses. Through strategic acquisitions made during the year ended December 31, 2020, the Company expanded its investment product offerings into Hong Kong, and now also operates 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. For information on business combinations, see Note 2. Summary of Significant Accounting Policies Basis of Presentation The Unaudited Condensed Consolidated Financial Statements include the accounts of the Company, its wholly-owned and majority-owned subsidiaries and certain consolidated VIEs. All intercompany accounts were eliminated in consolidation. The Unaudited Condensed Consolidated Financial Statements were prepared in conformity with accounting principles generally accepted in the United States (“GAAP”) and in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”). We condensed or omitted certain notes and other financial information form the interim financial statements presented herein. The financial data and other information disclosed in these Notes to Unaudited Condensed Consolidated Financial Statements related to the three months ended March 31, 2021 and 2020 are unaudited. The unaudited interim financial statements have been prepared on the same basis as the annual consolidated statements and, in the opinion of management, 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 months ended March 31, 2021 are not necessarily indicative of the results to be expected for the full year ending December 31, 2021. Use of Judgments, Assumptions and Estimates The preparation of our Unaudited Condensed Consolidated Financial Statements and related disclosures in conformity with GAAP requires management to make assumptions and estimates that affect the amounts reported in our Unaudited Condensed Consolidated Financial Statements and accompanying notes. Management bases its estimates on historical experience and on various other factors it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of our assets and liabilities. These judgments, assumptions and estimates include, but are not limited to, the following: (i) fair value measurements; (ii) stock-based compensation expense, and (iii) business combinations. These judgments, estimates and assumptions are inherently subjective in nature and, therefore, actual results may differ from our estimates and assumptions. Business Combinations We account for acquisitions of entities or asset groups that qualify as businesses using the acquisition method of accounting in accordance with ASC 805, Business Combinations. Purchase consideration is allocated to the tangible and intangible assets acquired and liabilities assumed based on the estimated fair values as of the acquisition date, which are measured in accordance with the principles outlined in Accounting Standards Codification (“ASC”) 820, Fair Value Measurement. The determination of fair value requires management to make estimates about discount rates, future expected cash flows, market conditions and other future events that are highly subjective in nature. The excess of the total purchase consideration over the fair value of the identified net assets acquired is recognized as goodwill. The results of the acquired businesses are included in our results of operations beginning from the date of acquisition. Acquisition-related costs are expensed as incurred. During the measurement period, which may be up to one year from the acquisition date, we may record adjustments to the allocation of purchase consideration and to the fair values of assets acquired and liabilities assumed to the extent that additional information becomes available. After this period, any subsequent adjustments are recorded in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. Consolidation of Variable Interest Entities We enter into arrangements in which we originate loans, establish a special purpose entity (“SPE”), and transfer loans to the SPE. We retain the servicing rights of those loans and hold additional interests in the SPE. We evaluate each such arrangement to determine whether we have a variable interest. If we determine that we have a variable interest in an SPE, we then determine whether the SPE is a VIE. If the SPE is a VIE, we assess whether we are the primary beneficiary of the VIE, such that we must consolidate the VIE on our Unaudited Condensed Consolidated Balance Sheets. To determine if we are the primary beneficiary, we identify the most significant activities and determine who has the power over those activities, and who absorbs the variability in the economics of the VIE. As of March 31, 2021 and December 31, 2020, we had 15 and 15 consolidated VIEs, respectively, on our Unaudited Condensed Consolidated Balance Sheets. Refer to Note 4 for more details regarding our consolidated VIEs. As of each of March 31, 2021 and December 31, 2020, there were two and one consolidated VIEs, respectively, which did not have securitization debt. We periodically reassess our involvement with each VIE in which we have a variable interest. We monitor matters related to our ability to control economic performance, such as management of the SPE and its underlying loans, contractual changes in the services provided, the extent of our ownership, and the rights of third parties to terminate us as the VIE servicer. In addition, we monitor the financial performance of each VIE for indications that we may or may not have the right to absorb benefits or the obligation to absorb losses associated with variability in the financial performance of the VIE that could potentially be significant to that VIE, which we define as a variable interest of greater than 10%. A significant change to the pertinent rights of us or other parties, 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 should be consolidated in future periods. VIE consolidation and deconsolidation may lead to increased volatility in our financial results and impact period-over-period comparability. Our maximum exposure to loss as a result of our involvement with consolidated VIEs is limited to our investment, which is eliminated in consolidation. 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 consolidated VIEs. Fair Value Measurements 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. We use a three-level fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis in periods subsequent to their initial measurement. The hierarchy requires us to use observable inputs when available and to minimize the use of unobservable inputs when determining fair value. The three levels are defined as follows: •Level 1 — Quoted prices in active markets for identical assets or liabilities, accessible by us at the measurement date. •Level 2 — Quoted prices for similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active, or observable inputs other than quoted prices. •Level 3 — 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. A financial instrument’s categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. Instruments are categorized in Level 3 of the fair value hierarchy based on the significance of unobservable factors in the overall fair value measurement. As a result, the related gains and losses for assets and liabilities within the Level 3 category presented in Note 7 may include changes in fair value that are attributable to both observable and unobservable inputs. Transfers of Financial Assets The transfer of an entire financial asset and, to a much lesser extent, a participating interest in an entire financial asset in which we surrender control over the asset is accounted for as a sale if all of the following conditions are met: •the financial asset is isolated from the transferor and its consolidated affiliates as well as its creditors, even in bankruptcy or other receivership; •the transferee or beneficial interest holders have the right to pledge or exchange the transferred financial asset; and •the transferor, its consolidated affiliates and its agents do not maintain effective control over the transferred financial asset. Loan sales are aggregated in the financial statements due to the similarity of both the loans transferred and servicing arrangements. The portion of our income relating to ongoing servicing and the fair value of our servicing rights are dependent upon the performance of the sold loans. We measure the gain or loss on the sale of financial assets as the net assets received from the sale less the carrying amount of the loans sold. The net assets received from the sale represent the fair value of any assets obtained or liabilities incurred as part of the transaction, including but not limited to cash, servicing assets, retained securitization investments and recourse obligations. When securitizing loans, we employ a two-step transaction that includes the isolation of the underlying loans in a trust and the sale of beneficial interests in the trust to a bankruptcy-remote entity. Transfers of financial assets that do not qualify for sale accounting are reported as secured borrowings. Accordingly, the related assets remain on our Unaudited Condensed Consolidated Balance Sheets and continue to be reported and accounted for as if the transfer had not occurred. Cash proceeds received from these transfers are reported as liabilities, with related interest expense recognized over the life of the related secured borrowing. As a component of the loan sale agreements, we make certain representations to third parties that purchase our previously-held loans, some of which include Federal National Mortgage Association (“FNMA”) repurchase requirements and all of which are standard in nature and do not constrain our ability to recognize a sale for accounting purposes. Any significant estimated post-sale obligations or contingent obligations to the purchaser of the loans arising from these representations are accrued if probable and estimable. Pursuant to ASC 460, Guarantees, we establish a loan repurchase liability, which is based on historical experience and any current developments which would make it probable that we would buy back loans previously sold to third parties at the historical sales price. The loan repurchase liability is presented within accounts payable, accruals and other liabilities in the Unaudited Condensed Consolidated Balance Sheets, with the corresponding charges recorded within noninterest income — loan origination and sales in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. Cash and Cash Equivalents Cash and cash equivalents include unrestricted deposits with financial institutions in checking, money market and short-term certificate of deposit accounts. We consider all highly liquid investments with original maturity dates of three months or less to be cash equivalents. Restricted Cash and Restricted Cash Equivalents Restricted cash and restricted cash equivalents consist primarily of cash deposits, certificate of deposit accounts held on reserve, money market funds held by consolidated VIEs, funds reserved for committed stock purchases, and collection balances. These accounts are earmarked as restricted because these balances are either member balances held in our custody, escrow requirements for certain debt facilities and derivative agreements, deposits required by Member Banks that support one or more of our products, collection balances awaiting disbursement to investors, or represent consolidated VIE cash balances that we cannot use for general operating purposes. Loans As of March 31, 2021, our loan portfolio consisted of personal loans, student loans and home loans, which are measured at fair value, and credit card loans, which are measured at amortized cost, and which we began originating in the third quarter of 2020. As of December 31, 2020, we also had a commercial loan, which is further discussed below. Loans Measured at Fair Value Our personal loans, student loans and home loans are carried at fair value on a recurring basis and, therefore, all direct fees and costs related to the origination process are recognized in earnings as earned or incurred. We elected the fair value option to measure these loans, as we believe that fair value best reflects the expected economic performance of the loans, as well as our intentions given our gain on sale origination model. We record the initial fair value measurement and subsequent measurement changes in fair value in the period in which the changes occur within noninterest income — loan origination and sales in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. Our consolidated loans are originated with the intention to sell to third-party investors and are, therefore, considered held for sale. Securitized loans are assets held by consolidated SPEs as collateral for bonds issued, for which fair value changes are recorded within noninterest income — securitizations in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. Gains or losses recognized upon deconsolidation of a VIE are also recorded within noninterest income — securitizations. Loans do not trade in an active market with readily observable prices. We determine the fair value of our loans using a discounted cash flow methodology, while also considering market data as it becomes available. We classify loans as Level 3 because the valuations utilize significant unobservable inputs. We consider a loan to be delinquent when the borrower has not made the scheduled payment amount within one day of the scheduled payment date, provided the borrower is not in school or in deferment, forbearance or within an agreed-upon grace period. Loan deferment is a provision in the student loan contract that permits the borrower to defer payments while enrolled at least half time in school. During the deferment period, interest accrues on the loan balance and is capitalized to the loan when the loan enters repayment status, which begins when the student no longer qualifies for deferment. Whereas deferment only relates to student loans, forbearance applies to student loans, personal loans and home loans. A borrower in repayment may generally request forbearance for reasons including a FEMA-declared disaster, unemployment, economic hardship or general economic uncertainty. Forbearance typically cannot exceed a total of 12 months over the life of the loan. During the year ended December 31, 2020 and, to a lesser extent, the three months ended March 31, 2021, requests for forbearance have also included impacts related to the COVID-19 pandemic. If forbearance is granted, interest continues to accrue during the forbearance period and is capitalized to the loan when the borrower resumes making payments. At the conclusion of a forbearance period, the contractual monthly payment is recalculated and is generally higher as a result. Delinquent loans are charged off after 120 days of nonpayment or on the date of confirmed loss, at which time we stop accruing interest and reverse all accrued but unpaid interest as of such date. Additional information about our loans measured at fair value is included in Note 3 through Note 5, as well as Note 7. Loans Measured at Amortized Cost As of March 31, 2021 and December 31, 2020, loans measured at amortized cost included credit card loans. During the fourth quarter of 2020, we also issued a commercial loan, which had a principal balance of $16,500 and accumulated unpaid interest of $12 as of December 31, 2020, all of which was repaid during January 2021. For loans measured at amortized cost, we present accrued interest within loans in the Unaudited Condensed Consolidated Balance Sheets. We launched our credit card product in the third quarter of 2020, which was expanded to a broader market in the fourth quarter of 2020. Credit card loans are reported as delinquent when they become 30 or more days past due. Credit card loans are charged off after 180 days of nonpayment or on the date of the confirmed loss, at which time we stop accruing interest and reverse all accrued but unpaid interest as of such date. When payments are received against charged off credit card loans, we use the cash basis method and resume the accrual of interest. Credit card loans charged off during the three months ended March 31, 2021 were immaterial. There were no credit card loans on nonaccrual status as of March 31, 2021 and December 31, 2020. The following table presents the aging analysis of our credit card loans as of the dates indicated:
_______________ (1)As of March 31, 2021, all of the credit card loans that were 90 days or more past due continued to accrue interest. (2)Presented before allowance for credit losses and excludes accrued interest of $49 and $2 as of March 31, 2021 and December 31, 2020, respectively. Allowance for Credit Losses Effective January 1, 2020, we adopted the provisions of Accounting Standards Update (“ASU”) 2016-13, Measurement of Credit Losses on Financial Instruments, which requires upfront recognition of lifetime expected credit losses using a current expected credit loss model. As of March 31, 2021, the standard was applicable to (i) cash equivalents and restricted cash equivalents, (ii) accounts receivable from contracts with customers, inclusive of servicing related receivables, (iii) margin receivables, which were attributable to our activities at 8 Limited, (iv) certain loan repurchase reserves representing guarantees of credit exposure, and (v) loans measured at amortized cost, including credit card loans. Our approaches to measuring the allowance for credit losses on the applicable financial assets are as follows: Cash equivalents and restricted cash equivalents: Our cash equivalents and restricted cash equivalents are short-term in nature and of high credit quality; therefore, we determined that our exposure to credit losses over the life of these instruments was immaterial. Accounts receivable from contracts with customers: Accounts receivable from contracts with customers as of the balance sheet dates are recorded at their original invoice amounts reduced by any allowance for credit losses. In accordance with the standard, we pool our accounts receivable, all of which are short-term in nature and arise from contracts with customers, based on shared risk characteristics to assess their risk of loss, even when that risk is remote. Certain of our historical accounts receivable balances did not have any write-offs. We use the aging method to establish an allowance for expected credit losses on accounts receivable balances and consider whether current conditions or reasonable and supportable forecasts about future conditions warrant an adjustment to our historical loss experience. In applying such adjustments, we primarily evaluate changes in customer creditworthiness, current economic conditions, expectations of near-term economic trends and changes in customer payment terms and collection trends. When we determine that a receivable is not collectible, we write off the uncollectible amount as a reduction to both the allowance and the gross asset balance. Recoveries are recorded when received and credited to provision for credit losses. Accrued interest is excluded from the measurement of the allowance for credit losses. Any change in the assumptions used in analyzing a specific account receivable may result in an additional allowance for credit losses being recognized in the period in which the change occurs. See Note 6 for additional information on our accounts receivable. Margin receivables: Our margin receivables of $1.7 million and $1.6 million as of March 31, 2021 and December 31, 2020, respectively, associated with margin lending services we offer to members through 8 Limited, which we acquired in 2020, are fully collateralized by the borrowers’ securities under collateral maintenance provisions, to which we regularly monitor adherence. Therefore, using the practical expedient in ASC 326-20-35-6, Financial Instruments — Credit Losses, we did not record expected credit losses on this pool of margin receivables, as the fair value of the underlying collateral is expected to exceed the amortized cost of the receivables. Loan repurchase reserves: We issue financial guarantees related to certain non-agency loan transfers, which are subject to repurchase based on the occurrence of certain credit-related events within a specified amount of time following loan transfer, which does not exceed 90 days from origination. We estimate the contingent guarantee liability based on our historical repurchase activity for similar types of loans and assess whether adjustments to our historical loss experience are required based on current conditions and forecasts of future conditions, as appropriate, as our exposure under the guarantee is short-term in nature. See Note 14 for additional information on our guarantees. Credit card loans: Our credit card loan portfolio had a carrying value of $14,224 and $3,723 as of March 31, 2021 and December 31, 2020, respectively. Accordingly, our estimates of the allowance for credit losses as of March 31, 2021 and December 31, 2020 of $171 and $219, respectively, were immaterial to the Unaudited Condensed Consolidated Financial Statements. Our credit card loan portfolio consists of small balance, homogenous loans. We pool credit card loans using ten internal risk tier categories. We assign the risk tier of our credit card loans primarily based on credit scores, such as FICO, and utilizing a proprietary risk model that relies on other attributes from the credit bureau data to model account-level charge off probability. These pools will be reassessed periodically to confirm that all loans within each pool continue to share similar risk characteristics. As we do not yet have meaningful historical credit card data, we establish an allowance for the pooled credit card loans within each internal risk tier using a combination of historical industry and bureau data, which are then adjusted for current conditions and reasonable and supportable forecasts of future conditions, including economic conditions. We apply the probability-of-default and loss-given-default methods to the drawn balance of credit card loans within each internal risk tier to estimate the lifetime expected credit losses within each tier, which are then aggregated to determine the allowance for credit losses. We estimate the average life over which expected credit losses may occur for the pools of credit card loans within each risk tier using historical industry data for credit card loans with comparable risk profiles, which primarily reflects expectations of future payments on the credit card account. Similarly, we estimate the expected annual loss rate for the pools of credit card loans within each risk tier using historical credit bureau data for credit card loans with comparable risk profiles. We do not measure credit losses on the undrawn credit exposure, as such undrawn credit exposure is unconditionally cancellable by us. Management further considers 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. The assignment of internal risk tiers and determination of comparable industry and credit bureau data involves subjective management judgment. When a credit card loan is charged off, we record a reduction to the allowance and the credit card loan balance. Accrued interest associated with a charged off receivable is reversed through interest income. Accrued interest receivables written off during the three months ended March 31, 2021 were immaterial. Recoveries of amounts previously charged off are recorded when received as a direct reduction to the provision for credit losses. We elected to exclude interest on credit card loans from the measurement of our allowance, as our policy allows for accrued interest to be reversed in a timely manner. Further, we elected the practical expedient to exclude the accrued interest component of our credit card loans from the quantitative disclosures presented in accordance with the guidance. When necessary, we will apply a separate credit loss methodology to assets that have deteriorated in credit quality and, as such, no longer share similar risk characteristics with other assets in the pool. We will either estimate the allowance for credit losses on such assets with deteriorated credit quality individually based on individual risk characteristics or as part of a separate pool of assets that shares similar risk characteristics. Servicing Rights Each time we enter into a servicing agreement, we determine whether we should record a servicing asset, servicing liability, or neither a servicing asset nor liability. We elected the fair value option to measure our servicing rights subsequent to initial recognition. We measure the initial and subsequent fair value of our servicing rights using a discounted cash flow methodology, which includes our contractual servicing fee, ancillary income, prepayment rate assumptions, default rate assumptions, a discount rate commensurate with the risk of the servicing asset or liability being valued, and an assumed market cost of servicing, which is based on active quotes from third-party servicers. For servicing rights retained in connection with loan transfers that do not meet the requirements for sale accounting treatment, there is no recognition of a servicing asset or liability. Servicing rights are initially measured at fair value and recognized as a component of the gain or loss from sales of loans and the initial capitalization is reported within noninterest income — loan origination and sales in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. Servicing rights are measured at fair value at each subsequent reporting date and changes in fair value are reported in earnings in the period in which they occur. Subsequent measurement changes, including servicing fee payments and fair value changes, are included within noninterest income — servicing in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. We elected the fair value option to measure our servicing rights to better align with the valuation of our loans, which are impacted by similar factors, such as conditional prepayment rates. We consider the risk of the assets and the observability of inputs in determining the classes of servicing rights. We have three classes of servicing assets: personal loans, home loans and student loans. No servicing was acquired or assumed from a third party during the three months ended March 31, 2021 and 2020. There is prepayment and delinquency risk inherent in our servicing rights, but we currently do not use any instruments to mitigate such risks. See Note 7 for the key inputs used in the fair value measurements of our classes of servicing rights. Securitization Investments In Company-sponsored securitization transactions that meet the applicable criteria to be accounted for as a sale, we retain certain residual interests and asset-backed bonds. We measure these investments at fair value on a recurring basis. Gains and losses related to our securitization investments are reported within noninterest income — securitizations in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. We determine the fair value of our securitization investments using a discounted cash flow methodology, while also considering market data as it becomes available. We classify the residual investments as Level 3 due to the reliance on significant unobservable valuation inputs. 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. Our residual investments accrete interest income over the expected life using the effective yield method pursuant to ASC 325-40, Investments — Other, which reflects a portion of the overall fair value adjustment recorded each period on our residual investments. On a quarterly basis, we reevaluate the cash flow estimates over the life of the residual investments to determine if a change to the accretable yield is required on a prospective basis. Additionally, we record interest income associated with asset-backed bonds over the term of the underlying bond using the effective interest method on unpaid bond amounts. Interest income on residual investments and asset-backed bonds is presented within interest income — securitizations in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. See Note 7 for the key inputs used in the fair value measurements of our residual investments and asset-backed bonds. Equity Method Investments We purchased a 16.7% interest in Apex Clearing Holdings, LLC (“Apex”) for $100,000 in December 2018, which represented our only significant equity method investment. We recorded our portion of Apex equity method earnings within noninterest income — other in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss and as an increase to the carrying value of our equity method investment in the Unaudited Condensed Consolidated Balance Sheets. We recognized equity method earnings on our investment in Apex of $997 during the three months ended March 31, 2020, which included basis difference amortization. The seller of the Apex interest had call rights over our initial equity interest in Apex (“Seller Call Option”) from April 14, 2020 (“Option Start Date”) to December 14, 2023, which rights were exercised in January 2021. Therefore, we ceased recognizing Apex equity investment income subsequent to the call date. As of December 31, 2020, we measured the carrying value of the Apex equity method investment equal to the call payment that we received in January 2021 of $107,534. There was no equity method investment balance as of March 31, 2021. During the three months ended March 31, 2020, we invested an additional $145 in Apex. We did not receive any distributions during the three months ended March 31, 2021 or 2020. We also had an equity method investment balance related to a residential mortgage origination joint venture, which was discontinued in the third quarter of 2020. For the three months ended March 31, 2020, the income and loss related to this joint venture was immaterial. Derivative Financial Instruments We enter into derivative contracts to manage future loan sale execution risk. We did not elect hedge accounting, as management’s hedging intentions are to economically hedge the risk of unfavorable changes in the fair value of our student loans, personal loans and home loans. Our derivative instruments include interest rate futures, interest rate options, interest rate swaps, interest rate lock commitments (“IRLC”), credit default swaps and mortgage pipeline hedges. The interest rate futures, interest rate options and mortgage pipeline hedges are measured at fair value and categorized as Level 1 fair value assets and liabilities, as all contracts held are traded in active markets for identical assets or liabilities and quoted prices are accessible by us at the measurement date. The interest rate swaps are measured at fair value and categorized as Level 2 fair value assets and liabilities, as all contracts held are traded in active markets for similar assets or liabilities and other observable inputs are available at the measurement date. IRLCs are categorized as Level 3 fair value assets and liabilities, as the fair value is highly dependent on an assumed loan funding probability. Changes in derivative instrument fair values are recognized in earnings as they occur. For the three months ended March 31, 2021 and 2020, we recorded a gain (loss) of $27,569 and $(24,981), respectively, in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss within noninterest income — loan origination and sales related to our derivative assets and liabilities associated with our management of future loan sale execution risk. The loss during the three months ended March 31, 2020 was inclusive of a $22,487 gain on credit default swaps that were opened and settled during the period. Depending on the measurement date position, derivative financial instruments are presented within other assets or accounts payable, accruals and other liabilities in the Unaudited Condensed Consolidated Balance Sheets. In addition, in the past we have entered into derivative contracts to hedge the market risk associated with some of our non-securitization investments, which are also presented within other assets or accounts payable, accruals and other liabilities in the Unaudited Condensed Consolidated Balance Sheets. Gains and losses are recorded within noninterest income — other in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. For the three months ended March 31, 2020, we recorded a gain of $996. We did not record a gain or loss for the three months ended March 31, 2021, as we did not have any such derivative contracts to hedge our non-securitization investments during the period. Certain derivative instruments are subject to enforceable master netting arrangements. Accordingly, we present our net asset or liability position by counterparty within the Unaudited 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. As of March 31, 2021, our derivative instruments were in asset positions totaling $7,505, with no offsetting liability positions and no cash collateral related to our master netting arrangements. As of December 31, 2020, our derivative instruments were in liability positions totaling $2,955, with no offsetting asset positions and cash collateral included within restricted cash and restricted cash equivalents in the Unaudited Condensed Consolidated Balance Sheets related to our master netting arrangements of $1,746. See Note 7 for additional information on our derivative assets and liabilities. Our derivative instruments are reported within cash from operating activities in the Unaudited Condensed Consolidated Statements of Cash Flows. Residual Interests Classified as Debt For residual interests related to consolidated securitizations, the residual interests held by third parties are presented as residual interests classified as debt in the Unaudited Condensed Consolidated Balance Sheets. We measure residual interests classified as debt at fair value on a recurring basis. We record subsequent measurement changes in fair value in the period in which the change occurs within noninterest income — securitizations in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. We determine the fair value of residual interests classified as debt using a discounted cash flow methodology, while also considering market data as it becomes available. We classify the residual interests classified as debt as Level 3 due to the reliance on significant unobservable valuation inputs. We recognize interest expense related to residual interests classified as debt over the expected life using the effective yield method, which reflects a portion of the overall fair value adjustment recorded each period on our residual interests classified as debt. Interest expense related to residual interests classified as debt is presented within interest expense — securitizations and warehouses in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. On a quarterly basis, we reevaluate the cash flow estimates to determine if a change to the accretable yield is required on a prospective basis. See Note 7 for the key inputs used in the fair value measurements of residual interests classified as debt. Revenue Recognition In accordance with ASC 606, Revenue from Contracts with Customers, 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. 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. Revenues from contracts with customers are presented within noninterest income — Technology Platform fees and noninterest income — other in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. There are no revenues from contracts with customers attributable to our Lending segment for any of the periods presented.
Technology Platform Fees Commencing in May 2020 with our acquisition of Galileo, we earn Technology Platform fees for providing an integrated platform as a service for financial and non-financial institutions. Within our technology platform fee arrangements, certain contracts contain a provision for a fixed, upfront implementation fee related to setup activities, which represents an advance payment for future technology platform services. Our implementation fees are recognized ratably over the contract life, as we consider the implementation fee partially earned each month that we meet our performance obligation over the life of the contract. We had deferred revenues of $2,635 and $2,520 as of March 31, 2021 and December 31, 2020, which are presented within accounts payable, accruals and other liabilities in the Unaudited Condensed Consolidated Balance Sheets. During the three months ended March 31, 2021, we recognized revenue of $156 associated with deferred revenues within noninterest income — Technology Platform fees in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. Sales commissions: Capitalized sales commissions presented within other assets in the Unaudited Condensed Consolidated Balance Sheets, which are incurred in connection with obtaining a technology platform-as-a-service contract, were $546 and $527 as of March 31, 2021 and December 31, 2020, respectively. Additionally, we incur ongoing monthly commissions, which are expensed as incurred, as the benefit of such sales efforts are realized only in the period in which the commissions are earned. Commissions recorded within noninterest expense — sales and marketing in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss were $809 during the three months ended March 31, 2021, of which $64 represented amortization of capitalized sales commissions. Loss Contingencies Loss contingencies, including claims and legal actions arising in the ordinary course of business, are recorded in accounts payable, accruals and other liabilities in the Unaudited Condensed Consolidated Balance Sheets. Such liabilities and associated expenses are recorded when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated. Such estimates are based on the best information available at the time. As additional information becomes available, we reassess the potential liability and record an estimate in the period in which the adjustment is probable and an amount or range can be reasonably estimated. Due to the inherent uncertainties of loss contingencies, estimates may be different from the actual outcomes. With respect to legal proceedings, we recognize legal fees as they are incurred within noninterest expense — general and administrative in our Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. See Note 14 for discussion of contingent matters. Recently Adopted Accounting Standards We did not adopt any accounting standards during the three months ended March 31, 2021. Recent Accounting Standards Issued, But Not Yet Adopted Facilitation of the Effects of Reference Rate Reform on Financial Reporting In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848): Scope, which clarifies the scope of ASC 848 for certain derivative instruments that use an interest rate for margining, discounting or contract price alignment. ASU 2020-04 and ASU 2021-01 were both effective upon issuance and may be applied to contract modifications from January 1, 2020 through December 31, 2022. We are in the process of reviewing our borrowings and Series 1 redeemable preferred stock dividends that utilize LIBOR as the reference rate and are evaluating options for modifying such arrangements in accordance with the provisions of the standard and the potential impact that such modifications may have on the condensed consolidated financial statements and related disclosures. Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. This ASU simplifies the accounting for certain convertible instruments, amends the guidance on derivative scope exceptions for contracts in an entity’s own equity, and modifies the guidance on diluted earnings per share calculations as a result of these changes. The standard is effective for fiscal years and interim periods beginning after December 15, 2023. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. We are currently evaluating the effect of adopting this standard on our condensed consolidated financial statements and related disclosures.
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Organization, Summary of Significant Accounting Policies and New Accounting Standards Organization Social Finance, Inc. (collectively with its subsidiaries, “SoFi”, the “Company”, “we”, “us” or “our”) is a financial services platform. The Company was founded in 2011 to offer an innovative approach to the private student loan market by providing student loan refinancing options. Since its founding, SoFi has expanded its lending strategy to offer home loans, personal loans and credit cards. SoFi predominantly operates in the U.S. via its lending activities. The Company has also developed non-lending financial products, such as money management and investment product offerings, and has also leveraged its financial services platform to empower other businesses. Through strategic acquisitions made during the year ended December 31, 2020, the Company expanded its investment product offerings into Hong Kong, and now also operates as a platform-as-a-service for a variety of financial service providers, providing the infrastructure to facilitate core customer-facing and back-end capabilities, such as account setup, account funding, direct deposit, authorizations and processing, payments functionality and check account balance features. Summary of Significant Accounting Policies Basis of Presentation The consolidated financial statements include the accounts of the Company, its wholly-owned and majority-owned subsidiaries and certain consolidated VIEs. All intercompany accounts were eliminated in consolidation. The consolidated financial statements were prepared in conformity with accounting principles generally accepted in the United States (“GAAP”) and in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”). Use of Judgments, Assumptions and Estimates The preparation of our Consolidated Financial Statements and related disclosures in conformity with GAAP requires management to make assumptions and estimates that affect the amounts reported in our Consolidated Financial Statements and accompanying notes. Management bases its estimates on historical experience and on various other factors it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of our assets and liabilities. These judgments, assumptions and estimates include, but are not limited to, the following: (i) fair value measurements; (ii) stock-based compensation expense, and (iii) business combinations. These judgments, estimates and assumptions are inherently subjective in nature and, therefore, actual results may differ from our estimates and assumptions. Business Combinations We account for acquisitions of entities or asset groups that qualify as businesses using the acquisition method of accounting in accordance with ASC 805, Business Combinations. Purchase consideration is allocated to the tangible and intangible assets acquired and liabilities assumed based on the estimated fair values as of the acquisition date, which are measured in accordance with the principles outlined in Accounting Standards Codification (“ASC”) 820, Fair Value Measurement. The determination of fair value requires management to make estimates about discount rates, future expected cash flows, market conditions and other future events that are highly subjective in nature. The excess of the total purchase consideration over the fair value of the identified net assets acquired is recognized as goodwill. See “— Goodwill and Intangible Assets” for our related accounting policy. The results of the acquired businesses are included in our results of operations beginning from the date of acquisition. Acquisition-related costs are expensed as incurred. During the measurement period, which may be up to one year from the acquisition date, we may record adjustments to the allocation of purchase consideration and to the fair values of assets acquired and liabilities assumed to the extent that additional information becomes available. After this period, any subsequent adjustments are recorded in the Consolidated Statements of Operations and Comprehensive Income (Loss). Consolidation of Variable Interest Entities We enter into arrangements in which we originate loans, establish a special purpose entity (“SPE”), and transfer loans to the SPE. We retain the servicing rights of those loans and hold additional interests in the SPE. We evaluate each such arrangement to determine whether we have a variable interest. If we determine that we have a variable interest in an SPE, we then determine whether the SPE is a VIE. If the SPE is a VIE, we assess whether we are the primary beneficiary of the VIE, such that we must consolidate the VIE on our Consolidated Balance Sheets. To determine if we are the primary beneficiary, we identify the most significant activities and determine who has the power over those activities, and who absorbs the variability in the economics of the VIE. As of December 31, 2020 and 2019, we had 15 and 18 consolidated VIEs, respectively, on our Consolidated Balance Sheets. Refer to Note 5 for more details regarding our consolidated VIEs. As of each balance sheet date presented, there was one consolidated VIE which did not have securitization debt. We periodically reassess our involvement with each VIE in which we have a variable interest. We monitor matters related to our ability to control economic performance, such as management of the SPE and its underlying loans, contractual changes in the services provided, the extent of our ownership, and the rights of third parties to terminate us as the VIE servicer. In addition, we monitor the financial performance of each VIE for indications that we may or may not have the right to absorb benefits or the obligation to absorb losses associated with variability in the financial performance of the VIE that could potentially be significant to that VIE, which we define as a variable interest of greater than 10%. A significant change to the pertinent rights of us or other parties, 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 should be consolidated in future periods. VIE consolidation and deconsolidation may lead to increased volatility in our financial results and impact period-over-period comparability. Our maximum exposure to loss as a result of our involvement with consolidated VIEs is limited to our investment, which is eliminated in consolidation. 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 consolidated VIEs. Foreign Currency Translation Adjustments We revalue assets, liabilities, income and expense denominated in non-U.S. currencies into U.S. dollars using applicable exchange rates. Gains and losses relating to foreign currency translation adjustments are included in accumulated other comprehensive loss in our Consolidated Balance Sheets. Fair Value Measurements 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. We use a three-level fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis in periods subsequent to their initial measurement. The hierarchy requires us to use observable inputs when available and to minimize the use of unobservable inputs when determining fair value. The three levels are defined as follows: •Level 1 — Quoted prices in active markets for identical assets or liabilities, accessible by us at the measurement date. •Level 2 — Quoted prices for similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active, or other observable inputs other than quoted prices. •Level 3 — 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. A financial instrument’s categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. Instruments are categorized in Level 3 of the fair value hierarchy based on the significance of unobservable factors in the overall fair value measurement. As a result, the related gains and losses for assets and liabilities within the Level 3 category presented in Note 8 may include changes in fair value that are attributable to both observable and unobservable inputs. Transfers of Financial Assets The transfer of an entire financial asset and, to a much lesser extent, a participating interest in an entire financial asset in which we surrender control over the asset is accounted for as a sale if all of the following conditions are met: •the financial asset is isolated from the transferor and its consolidated affiliates as well as its creditors, even in bankruptcy or other receivership; •the transferee or beneficial interest holders have the right to pledge or exchange the transferred financial asset; and •the transferor, its consolidated affiliates and its agents do not maintain effective control over the transferred financial asset. Loan sales are aggregated in the financial statements due to the similarity of both the loans transferred and servicing arrangements. The portion of our income relating to ongoing servicing and the fair value of our servicing rights are dependent upon the performance of the sold loans. We measure the gain or loss on the sale of financial assets as the net assets received from the sale less the carrying amount of the loans sold. The net assets received from the sale represent the fair value of any assets obtained or liabilities incurred as part of the transaction, including but not limited to cash, servicing assets, retained securitization investments and recourse obligations. When securitizing loans, we employ a two-step transaction that includes the isolation of the underlying loans in a trust and the sale of beneficial interests in the trust to a bankruptcy-remote entity. Transfers of financial assets that do not qualify for sale accounting are reported as secured borrowings. Accordingly, the related assets remain on our Consolidated Balance Sheets and continue to be reported and accounted for as if the transfer had not occurred. Cash proceeds received from these transfers are reported as liabilities, with related interest expense recognized over the life of the related secured borrowing. As a component of the loan sale agreements, we make certain representations to third parties that purchase our previously-held loans, some of which include Federal National Mortgage Association (“FNMA”) repurchase requirements and all of which are standard in nature and do not constrain our ability to recognize a sale for accounting purposes. Any significant estimated post-sale obligations or contingent obligations to the purchaser of the loans arising from these representations are accrued if probable and estimable. Pursuant to ASC 460, Guarantees, we establish a loan repurchase liability, which is based on historical experience and any current developments which would make it probable that we would buy back loans previously sold to third parties at the historical sales price. The loan repurchase liability is presented within accounts payable, accruals and other liabilities in the Consolidated Balance Sheets, with the corresponding charges recorded within noninterest income — loan origination and sales in the Consolidated Statements of Operations and Comprehensive Income (Loss). Cash and Cash Equivalents Cash and cash equivalents include unrestricted deposits with financial institutions in checking, money market and short-term certificate of deposit accounts. We consider all highly liquid investments with original maturity dates of three months or less to be cash equivalents. Restricted Cash and Restricted Cash Equivalents Restricted cash and restricted cash equivalents consist primarily of cash deposits, certificate of deposit accounts held on reserve, money market funds held by consolidated VIEs, funds reserved for committed stock purchases, and collateral collection balances. These accounts are earmarked as restricted because these balances are either held in escrow as required for certain debt facilities and derivative agreements or represent consolidated VIE cash balances that we cannot use for general operating purposes. Loans Our loan portfolio consists of personal loans, student loans and home loans, which are measured at fair value, and credit card loans and a commercial loan, which are measured at amortized cost and were new to our business in 2020. Loans Measured at Fair Value Our personal, student and home loans are carried at fair value on a recurring basis and, therefore, all direct fees and costs related to the origination process are recognized in earnings as earned or incurred. We elected the fair value option to measure these loans, as we believe that fair value best reflects the expected economic performance of the loans, as well as our intentions given our gain on sale origination model. We record the initial fair value measurement and subsequent measurement changes in fair value in the period in which the changes occur within noninterest income — loan origination and sales in the Consolidated Statements of Operations and Comprehensive Income (Loss). Our consolidated loans are originated with the intention to sell to third-party investors and are, therefore, considered held for sale. Securitized loans are assets held by consolidated SPEs as collateral for bonds issued, for which fair value changes are recorded within noninterest income — securitizations in the Consolidated Statements of Operations and Comprehensive Income (Loss). Gains or losses recognized upon deconsolidation of a VIE are also recorded within noninterest income — securitizations. Loans do not trade in an active market with readily observable prices. We determine the fair value of our loans using a discounted cash flow methodology, while also considering market data as it becomes available. We classify loans as Level 3 because the valuations utilize significant unobservable inputs. We consider a loan to be delinquent when the borrower has not made the scheduled payment amount within one day of the scheduled payment date, provided the borrower is not in school or in deferment, forbearance or within an agreed-upon grace period. Loan deferment is a provision in the student loan contract that permits the borrower to defer payments while enrolled at least half time in school. During the deferment period, interest accrues on the loan balance and is capitalized to the loan when the loan enters repayment status, which begins when the student no longer qualifies for deferment. Whereas deferment only relates to student loans, forbearance applies to student loans, personal loans and home loans. A borrower in repayment may generally request forbearance for reasons including a FEMA-declared disaster, unemployment, economic hardship or general economic uncertainty. Forbearance typically cannot exceed a total of 12 months over the life of the loan. During the year ended December 31, 2020, requests for forbearance have also included impacts related to the COVID-19 pandemic. If forbearance is granted, interest continues to accrue during the forbearance period and is capitalized to the loan when the borrower resumes making payments. At the conclusion of a forbearance period, the contractual monthly payment is recalculated and is generally higher as a result. Delinquent loans are charged off after 120 days of nonpayment or on the date of confirmed loss, at which time we stop accruing interest and reverse all accrued but unpaid interest as of such date. Additional information about our loans measured at fair value is included in Note 4 through Note 6, as well as Note 8. Loans Measured at Amortized Cost As of December 31, 2020, loans measured at amortized cost include credit card loans and a commercial loan. We did not have any loans measured at amortized cost as of December 31, 2019. For loans measured at amortized cost, we present accrued interest within loans in the Consolidated Balance Sheets. During the fourth quarter of 2020, we issued a commercial loan, which had a principal balance of $16,500 and accumulated unpaid interest of $12 as of December 31, 2020, all of which was repaid during January 2021. We launched our credit card product in the third quarter of 2020, which was expanded to a broader market in the fourth quarter of 2020. Credit card loans are reported as delinquent when they become 30 or more days past due. Credit card loans will be charged off after 180 days of nonpayment or on the date of the confirmed loss, at which time we will stop accruing interest and reverse all accrued but unpaid interest as of such date. When payments are received against charged off credit card loans, we will use the cash basis method and resume the accrual of interest. As our credit card loans were outstanding for less than 180 days as of December 31, 2020, there were no credit card loans subject to charge off. The following table presents the aging analysis of our credit card loans as of December 31, 2020, which excludes accrued interest of $2:
We did not have any credit card loans that were 90 days or more past due nor any credit card loans on nonaccrual status as of December 31, 2020. Allowance for Credit Losses Effective January 1, 2020, we adopted the provisions of Accounting Standards Update (“ASU”) 2016-13, Measurement of Credit Losses on Financial Instruments, which requires upfront recognition of lifetime expected credit losses using a current expected credit loss model. As of December 31, 2020, the standard was applicable to (i) cash equivalents and restricted cash equivalents, (ii) accounts receivable from contracts with customers, inclusive of servicing related receivables, (iii) related party notes receivable, (iv) margin receivables, which were attributable to our activities at 8 Limited, (v) certain loan repurchase reserves representing guarantees of credit exposure, and (vi) loans measured at amortized cost, including credit card loans and a commercial loan, which were new to our business in 2020. We did not recognize any allowance for credit losses on our single commercial loan as of December 31, 2020 because it was fully repaid prior to the issuance of our year-end financial statements. Our approaches to measuring the allowance for credit losses on the other applicable financial assets are as follows: Cash equivalents and restricted cash equivalents: Our cash equivalents and restricted cash equivalents are short-term in nature and of high credit quality; therefore, we determined that our exposure to credit losses over the life of these instruments was immaterial. Accounts receivable from contracts with customers: Accounts receivable from contracts with customers as of the balance sheet date are recorded at their original invoice amounts reduced by any allowance for credit losses. In accordance with the standard, we pool our accounts receivable, all of which are short-term in nature and arise from contracts with customers, based on shared risk characteristics to assess their risk of loss, even when that risk is remote. Certain of our historical accounts receivable balances did not have any write-offs. We use the aging method to establish an allowance for expected credit losses on accounts receivable balances and consider whether current conditions or reasonable and supportable forecasts about future conditions warrant an adjustment to our historical loss experience. In applying such adjustments, we primarily evaluate changes in customer creditworthiness, current economic conditions, expectations of near-term economic trends and changes in customer payment terms and collection trends. When we determine that a receivable is not collectible, we write off the uncollectible amount as a reduction to both the allowance and the gross asset balance. Recoveries are recorded when received and credited to provision for credit losses. Accrued interest is excluded from the measurement of the allowance for credit losses. Any change in the assumptions used in analyzing a specific account receivable may result in an additional allowance for credit losses being recognized in the period in which the change occurs. See “— Recently Adopted Accounting Standards” for discussion of our adoption of the provisions of ASU 2016-13 and Note 7 for additional information on our accounts receivable. Related party notes receivable: Our related party notes receivable consist of loans to an equity method investee, as further discussed in Note 14. We determined that our exposure to credit losses on our related party notes receivable was immaterial. Subsequent to the balance sheet date, the equity method investee paid off the outstanding principal balance and accrued interest. See Note 18 for additional information. Margin receivables: Our margin receivables of $1.6 million as of December 31, 2020 associated with margin lending services we offer to members through 8 Limited, which we acquired in 2020, are fully collateralized by the borrowers’ securities under collateral maintenance provisions, to which we regularly monitor adherence. Therefore, using the practical expedient in ASC 326-20-35-6, Financial Instruments — Credit Losses, we did not record expected credit losses on this pool of margin receivables, as the fair value of the underlying collateral is expected to exceed the amortized cost of the receivables. Loan repurchase reserves: We issue financial guarantees related to certain non-agency loan transfers, which are subject to repurchase based on the occurrence of certain credit-related events within a specified amount of time following loan transfer, which does not exceed 90 days from origination. We estimate the contingent guarantee liability based on our historical repurchase activity for similar types of loans and assess whether adjustments to our historical loss experience are required based on current conditions and forecasts of future conditions, as appropriate, as our exposure under the guarantee is short-term in nature. See Note 15 for additional information on our guarantees. Credit card loans: Our credit card loan portfolio had a carrying value of $3,723 as of December 31, 2020. Accordingly, our estimate of the allowance for credit losses as of December 31, 2020 of $219 was immaterial to the Consolidated Financial Statements. Our credit card loan portfolio consists of small balance, homogenous loans. We pool credit card loans using ten internal risk tier categories. We assign the risk tier of our credit card loans primarily based on credit scores, such as FICO, and utilizing a proprietary risk model that relies on other attributes from the credit bureau data to model account-level charge off probability. These pools will be reassessed periodically to confirm that all loans within each pool continue to share similar risk characteristics. As we do not yet have meaningful historical credit card data, we establish an allowance for the pooled credit card loans within each internal risk tier using a combination of historical industry and bureau data, which are then adjusted for current conditions and reasonable and supportable forecasts of future conditions, including economic conditions. We apply the probability-of-default and loss-given-default methods to the drawn balance of credit card loans within each internal risk tier to estimate the lifetime expected credit losses within each tier, which are then aggregated to determine the allowance for credit losses. We estimate the average life over which expected credit losses may occur for the pools of credit card loans within each risk tier using historical industry data for credit card loans with comparable risk profiles, which primarily reflects expectations of future payments on the credit card account. Similarly, we estimate the expected annual loss rate for the pools of credit card loans within each risk tier using historical credit bureau data for credit card loans with comparable risk profiles. We do not measure credit losses on the undrawn credit exposure, as such undrawn credit exposure is unconditionally cancellable by us. Management further considers 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. The assignment of internal risk tiers and determination of comparable industry and credit bureau data involves subjective management judgment. When a credit card loan is charged off, which was not applicable to the current period, we will record a reduction to the allowance and the credit card loan balance. Accrued interest associated with a charged off receivable will be reversed through interest income. We did not have any accrued interest receivables written off during the year ended December 31, 2020. Recoveries of amounts previously charged off will be recorded when received as a direct reduction to the provision for credit losses. We elected to exclude interest on credit card loans from the measurement of our allowance, as our policy allows for accrued interest to be reversed in a timely manner. Further, we elected the practical expedient to exclude the accrued interest component of our credit card loans from the quantitative disclosures presented in accordance with the guidance. When necessary, we will apply a separate credit loss methodology to assets that have deteriorated in credit quality and, as such, no longer share similar risk characteristics with other assets in the pool. We will either estimate the allowance for credit losses on such assets with deteriorated credit quality individually based on individual risk characteristics or as part of a separate pool of assets that shares similar risk characteristics. Servicing Rights Each time we enter into a servicing agreement, we determine whether we should record a servicing asset, servicing liability, or neither a servicing asset nor liability. We elected the fair value option to measure our servicing rights subsequent to initial recognition. We measure the initial and subsequent fair value of our servicing rights using a discounted cash flow methodology, which includes our contractual servicing fee, ancillary income, prepayment rate assumptions, default rate assumptions, a discount rate commensurate with the risk of the servicing asset or liability being valued, and an assumed market cost of servicing, which is based on active quotes from third-party servicers. For servicing rights retained in connection with loan transfers that do not meet the requirements for sale accounting treatment, there is no recognition of a servicing asset or liability. Servicing rights are initially measured at fair value and recognized as a component of the gain or loss from sales of loans and the initial capitalization is reported within noninterest income — loan origination and sales in the Consolidated Statements of Operations and Comprehensive Income (Loss). Servicing rights are measured at fair value at each subsequent reporting date and changes in fair value are reported in earnings in the period in which they occur. Subsequent measurement changes, including servicing fee payments and fair value changes, are included within noninterest income — servicing in the Consolidated Statements of Operations and Comprehensive Income (Loss). We elected the fair value option to measure our servicing rights to better align with the valuation of our loans, which are impacted by similar factors, such as conditional prepayment rates. We consider the risk of the assets and the observability of inputs in determining the classes of servicing rights. We have three classes of servicing assets: personal loans, home loans and student loans. No servicing was acquired or assumed from a third party during the years ended December 31, 2020, 2019 and 2018. There is prepayment and delinquency risk inherent in our servicing rights, but we currently do not use any instruments to mitigate such risks. See Note 8 for the key inputs used in the fair value measurements of our classes of servicing rights. Securitization Investments In Company-sponsored securitization transactions that meet the applicable criteria to be accounted for as a sale, we retain certain residual interests and asset-backed bonds. We measure these investments at fair value on a recurring basis. Gains and losses related to our securitization investments are reported within noninterest income — securitizations in the Consolidated Statements of Operations and Comprehensive Income (Loss). We determine the fair value of our securitization investments using a discounted cash flow methodology, while also considering market data as it becomes available. We classify the residual investments as Level 3 due to the reliance on significant unobservable valuation inputs. 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. Our residual investments accrete interest income over the expected life using the effective yield method pursuant to ASC 325-40, Investments — Other, which reflects a portion of the overall fair value adjustment recorded each period on our residual investments. On a quarterly basis, we reevaluate the cash flow estimates over the life of the residual investments to determine if a change to the accretable yield is required on a prospective basis. Additionally, we record interest income associated with asset-backed bonds over the term of the underlying bond using the effective interest method on unpaid bond amounts. Interest income on residual investments and asset-backed bonds is presented within interest income — securitizations in the Consolidated Statements of Operations and Comprehensive Income (Loss). See Note 8 for the key inputs used in the fair value measurements of our residual investments and asset-backed bonds. Equity Method Investments We purchased a 16.7% interest in Apex Clearing Holdings, LLC (“Apex”) for $100,000 in December 2018, which represented our only significant equity method investment. This equity method investment was motivated by us seeking partial integration of transaction clearing and asset custody functions integral to our investment brokerage business, and the desire to diversify our earnings from lending and financial services activities. Based on accounting guidance in ASC 323, Investments — Equity Method and Joint Ventures, we concluded that we had significant influence over Apex because of our representation on Apex’s board of directors. However, we did not control Apex and, therefore, accounted for our investment under the equity method of accounting. We initially measured our equity method investments at cost, which included direct acquisition costs. We recorded our portion of Apex equity method earnings within noninterest income — other in the Consolidated Statements of Operations and Comprehensive Income (Loss) and as an increase to the carrying value of our equity method investment in the Consolidated Balance Sheets. We recognized equity method earnings on our investment in Apex of $4,442, $795 and $117 during the years ended December 31, 2020, 2019 and 2018, respectively. Our recognized equity method earnings included basis difference amortization. Additionally, in 2020, our equity method earnings included an impairment charge, as further discussed below. The investment in Apex resulted in a $76,305 basis difference between the purchase price of the equity method investment and our ownership percentage of Apex’s net assets on the date of investment. The basis difference was attributable to separately-identified Apex software, definite-lived intangible assets and equity method goodwill. The basis difference attributable to software and definite-lived intangible assets was amortized into income as an offset to equity method earnings from Apex over the useful lives of the separately-identified Apex software and definite-lived intangible assets, which ranged from to nine years. Our policy for amortizing separately-identified Apex assets was consistent with our policy for amortizing our purchased software and definite-lived intangible assets of a similar type. We assess our Apex investment for possible impairment when events indicate that the fair value of the investment may be below its carrying value. When a decline in fair value is determined to be other than temporary, we adjust the carrying value of the investment to its fair value and record the impairment expense within noninterest income — other in the Consolidated Statements of Operations and Comprehensive Income (Loss). In determining whether a decline in fair value is other than temporary, we consider factors such as the duration and extent of the decline, the investee’s financial performance, and our ability and intent to retain the investment for a duration sufficient to allow for any anticipated recovery of the investment’s market value. The cost basis of the investment is not adjusted for subsequent recoveries in fair value. We did not recognize any impairment related to our Apex equity method investment during the years ended December 31, 2019 and 2018. See below for impairment recognized during the year ended December 31, 2020. The seller of the Apex interest had call rights over our initial equity interest in Apex (“Seller Call Option”) from April 14, 2020 (“Option Start Date”) to December 14, 2023. If the Seller Call Option was exercised on or before the one-month anniversary of the Option Start Date, the aggregate purchase price would be equal to $100,000. If the Seller Call Option was exercised after the one-month anniversary of the Option Start Date, the aggregate purchase price would be $100,000 plus a per diem amount of $27 for each day elapsed following the Option Start Date. We concluded that the Seller Call Option was neither a freestanding derivative, nor an embedded derivative that required separate classification on our Consolidated Balance Sheets. Therefore, we evaluated the provisions of the Seller Call Option arrangement in our investment impairment assessment at each reporting date. During January 2021, the seller of our Apex interest exercised the Seller Call Option on our initial Apex equity investment. Therefore, we will no longer recognize Apex equity investment income subsequent to the call date. We measured the carrying value of the Apex equity method investment as of December 31, 2020 equal to the call payment that we received in January 2021 of $107,534, which resulted in the recognition of an impairment charge of $4,340 during the fourth quarter of 2020. During the year ended December 31, 2020, we invested an additional $145 in Apex. We had a total equity method investment balance of $102,946 as of December 31, 2019 related to our investment in Apex, which included $1,633 of direct acquisition costs that were capitalized as part of the equity method investment balance. We did not receive any distributions during the years ended December 31, 2020, 2019 or 2018. Due to the additional investment we made during 2020, we will maintain an immaterial investment in Apex, but we will no longer qualify for equity method accounting, given our lack of influence and infinitesimal ownership percentage in Apex. As of December 31, 2019, we also had a total equity method investment balance related to a residential mortgage origination joint venture of $1,103. During the year ended December 31, 2020, this joint venture was discontinued, at which point we received a closing distribution of $974 related to this investment, and we recognized an immaterial loss on the dissolution date. Historically, the income and loss related to this joint venture was immaterial, and we made an immaterial incremental investment during 2019. We evaluate our equity method investments for significance in accordance with Regulation S-X, Rule 3-09 (“Rule 3-09”) and Regulation S-X, Rule 4-08(g) (“Rule 4-08(g)”) and present separate annual financial statements or summarized financial information, respectively, as required by those rules. See Note 14 for the financial information of the entities in which we have equity method investments. Property, Equipment and Software All property, equipment and software are initially recorded at cost; repairs and maintenance are expensed as incurred. Computer hardware, furniture and fixtures, finance lease ROU assets and software are depreciated or amortized on a straight-line basis over the estimated useful life of each class of depreciable or amortizable assets (ranging from 2.5 to 7.0 years). Leasehold improvements are amortized over the shorter of the respective lease term or the estimated lives of the leasehold improvements. Software includes both purchased and internally-developed software. Internally-developed software is capitalized when preliminary project efforts are successfully completed, and it is probable that both the project will be completed and the software will be used as intended. Capitalized costs consist of salaries and compensation costs for employees, fees paid to third-party consultants who are directly involved in development efforts and costs incurred for upgrades and functionality enhancements. Other costs are expensed as incurred. The table below presents our major classes of depreciable and amortizable assets by function as of the dates indicated:
__________________ (1)During the year ended December 31, 2020, we recognized computer hardware assets primarily associated with our acquisition of Galileo and expansion of one of the Galileo data centers, as well as to accommodate our growing workforce and our remote work environment during the COVID-19 pandemic. (2)As of December 31, 2020, furniture and fixtures included office equipment as well as other furniture and fixtures associated with SoFi Stadium. The description as of December 31, 2019 was changed to conform to the current period presentation. (3)During the year ended December 31, 2020, we recognized software assets primarily for internally-developed software projects related to significant development and enhancements for SoFi Money, SoFi Invest, Technology Platform and SoFi Credit Card. (4)As of December 31, 2020, finance lease ROU assets included our rights to certain physical signage within SoFi Stadium. See Note 15 for additional information on our leases. Depreciation and amortization expense for the years ended December 31, 2020, 2019 and 2018 was $20,097, $12,947 and $7,609, respectively. We recognized software abandonment of $2,137 during the year ended December 31, 2019. There was no software abandonment during the years ended December 31, 2020 and 2018. There were no fixed asset or software impairments during any of the years presented. Goodwill and Intangible Assets Goodwill represents the fair value of an acquired business in excess of the fair value of the identified net assets acquired. Goodwill is tested for impairment annually or whenever indicators of impairment exist. We apply the provisions of ASU 2017-04, Simplifying the Test for Goodwill Impairment, to calculate goodwill impairment (if any) on at least an annual basis, which provides for an unconditional option to bypass the qualitative assessment. Impairment of goodwill is the condition that exists when the carrying amount of a reporting unit that includes goodwill exceeds its fair value. A goodwill impairment loss is recognized for the amount that the carrying amount of a reporting unit, including goodwill, exceeds its fair value, limited to the total amount of goodwill allocated to that reporting unit. Therefore, if the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not impaired. Our annual impairment testing date is October 1. Intangible assets as of December 31, 2020 included acquired technology; customer-related contracts; trade names, trademarks and domain names; core banking infrastructure; and broker-dealer license and trading rights. Definite-lived intangible assets are straight-line amortized over their useful lives and reviewed for impairment annually and whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. We do not have any indefinite-lived intangible assets. See Note 2 and Note 3 for further discussion of goodwill and intangible assets, including those recognized in connection with recent business acquisitions. Leases In accordance with ASC 842, Leases, which we began applying as of January 1, 2019, we determine if an arrangement is or contains a lease at inception of the contract. A contract is or contains a lease if the contract conveys the right to control the use of identified property or equipment for a period of time in exchange for consideration. For our current office and non-office classes of operating leases, we elected the practical expedient to choose not to separate non-lease components from lease components and instead to account for each separate lease component and the non-lease components associated with that lease component as a single lease component. For our current classes of finance leases, we did not elect to apply this practical expedient and, instead, separately identify and measure the non-lease components of the contracts. As an accounting policy election, we apply the short-term lease exemption practical expedient to any lease that, at the commencement date, has a lease term of 12 months or less and does not include an option to purchase the underlying asset that we are reasonably certain to exercise. Operating leases are presented within operating lease right-of-use (“ROU”) assets and operating lease liabilities in the Consolidated Balance Sheets. Finance lease ROU assets are presented within property, equipment and software and finance lease liabilities are presented within accounts payable, accruals and other liabilities in the Consolidated Balance Sheets. Operating and finance lease ROU assets represent our right to use an underlying asset for the lease term and operating and finance lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As our leases do not provide an implicit borrowing rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The operating lease ROU assets are increased by any prepaid lease payments and are reduced by any unamortized lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Base rent is subject to rent escalations on each annual anniversary from the lease commencement dates. Lease expense for lease payments, including any step rent provisions specified in the lease agreements, is recognized on a straight-line basis over the lease term and is allocated among the components of noninterest expense in the Consolidated Statements of Operations and Comprehensive Income (Loss). The finance lease ROU assets are depreciated on a straight-line basis over the estimated useful life of seven years. Interest expense on finance leases is recognized for the difference between the present value of the lease liabilities and the scheduled lease payments within interest expense — other in the Consolidated Statements of Operations and Comprehensive Income (Loss). See Note 15 for additional information on our leases. Derivative Financial Instruments We enter into derivative contracts to manage future loan sale execution risk. We did not elect hedge accounting, as management’s hedging intentions are to economically hedge the risk of unfavorable changes in the fair value of our student loans, personal loans and home loans. Our derivative instruments include interest rate futures, interest rate options, interest rate swaps, interest rate lock commitments (“IRLC”), credit default swaps and mortgage pipeline hedges. The interest rate futures, interest rate options and mortgage pipeline hedges are measured at fair value and categorized as Level 1 fair value assets and liabilities, as all contracts held are traded in active markets for identical assets or liabilities and quoted prices are accessible by us at the measurement date. The interest rate swaps are measured at fair value and categorized as Level 2 fair value assets and liabilities, as all contracts held are traded in active markets for similar assets or liabilities and other observable inputs are available at the measurement date. IRLCs are categorized as Level 3 fair value assets and liabilities, as the fair value is highly dependent on an assumed loan funding probability. Changes in derivative instrument fair values are recognized in earnings as they occur. For the years ended December 31, 2020, 2019 and 2018, we recorded a gain (loss) of $(40,299), $(23,887) and $38,205, respectively, in the Consolidated Statements of Operations and Comprehensive Income (Loss) within noninterest income — loan origination and sales related to our derivative assets and liabilities associated with our management of future loan sale execution risk. The loss during the year ended December 31, 2020 was inclusive of a $22,269 gain on credit default swaps that were opened and settled during the 2020 period. Depending on the measurement date position, derivative financial instruments are presented within other assets or accounts payable, accruals and other liabilities in the Consolidated Balance Sheets. In addition, in the past we have entered into derivative contracts to hedge the market risk associated with some of our non-securitization investments, which are also presented within other assets or accounts payable, accruals and other liabilities in the Consolidated Balance Sheets. Gains and losses are recorded within noninterest income — other in the Consolidated Statements of Operations and Comprehensive Income (Loss). For the years ended December 31, 2020 and 2019, we recorded a gain (loss) of $996 and $(1,151), respectively. There was no gain or loss recorded for the year ended December 31, 2018. Certain derivative instruments are subject to enforceable master netting arrangements. Accordingly, we present our net asset or liability position by counterparty within the 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. Cash collateral included within restricted cash and restricted cash equivalents in the Consolidated Balance Sheets related to our master netting arrangements was $1,746 and $379 as of December 31, 2020 and 2019, respectively. Our right of offset resulted in us netting $0 and $145 of gross derivative liabilities against derivative assets as of December 31, 2020 and 2019, respectively. The corresponding net derivative asset and liability positions were $0 and $2,955, respectively, as of December 31, 2020 and $960 and $396, respectively, as of December 31, 2019. See Note 8 for additional information on our derivative assets and liabilities. Our derivative instruments are reported within cash from operating activities in the Consolidated Statements of Cash Flows. Residual Interests Classified as Debt For residual interests related to consolidated securitizations, the residual interests held by third parties are presented as residual interests classified as debt in the Consolidated Balance Sheets. We measure residual interests classified as debt at fair value on a recurring basis. We record subsequent measurement changes in fair value in the period in which the change occurs within noninterest income — securitizations in the Consolidated Statements of Operations and Comprehensive Income (Loss). We determine the fair value of residual interests classified as debt using a discounted cash flow methodology, while also considering market data as it becomes available. We classify the residual interests classified as debt as Level 3 due to the reliance on significant unobservable valuation inputs. We recognize interest expense related to residual interests classified as debt over the expected life using the effective yield method, which reflects a portion of the overall fair value adjustment recorded each period on our residual interests classified as debt. Interest expense related to residual interests classified as debt is presented within interest expense — securitizations and warehouses in the Consolidated Statements of Operations and Comprehensive Income (Loss). On a quarterly basis, we reevaluate the cash flow estimates to determine if a change to the accretable yield is required on a prospective basis. See Note 8 for the key inputs used in the fair value measurements of residual interests classified as debt. Deferred Debt Issuance Costs and Debt We borrow from various financial institutions to finance our lending activities. Costs incurred in connection with financing, such as banker fees, origination fees and legal fees, are classified as deferred debt issuance costs. We capitalize these costs and report the amounts as a direct deduction from the carrying amount of the debt balance. The capitalized costs are amortized over the expected life of the related financing agreements using the straight-line method for revolving facilities and the effective interest method for securitization debt. Remaining unamortized fees are expensed immediately upon early extinguishment of the debt. In a debt modification for revolving debt, the initial issuance costs and any additional fees incurred as a result of the modification are deferred over the term of the new agreement, if the borrowing capacity of the revolving facility is increased. In the case that a modification results in a decrease in our borrowing capacity, any fees paid to the creditor and any third-party costs incurred are associated with the new arrangement and are, therefore, deferred and amortized over the term of the new arrangement. Any unamortized deferred costs relating to the old arrangement at the time of the modification are written off in proportion to the decrease in borrowing capacity of the old arrangement. The remaining unamortized deferred costs relating to the old arrangement are deferred and amortized over the term of the new arrangement. Redeemable Preferred Stock Our redeemable preferred stockholders are entitled to receive up to their liquidation value upon the occurrence of a change in control or other liquidity event and, therefore, redeemable preferred stock has been classified outside of permanent equity. The carrying values of redeemable preferred stock, which have been reduced by preferred stock issuance costs, have not been accreted to their redemption values as of the dates presented, as a change in control or other liquidity event was not yet considered probable. Accumulated Deficit We purchase SoFi common stock from time to time and constructively retire the common stock. We record purchases of common stock as a reduction to accumulated deficit in the Consolidated Balance Sheets. Interest Income We record interest income associated with loans over the term of the underlying loans using the effective interest method on unpaid loan principal amounts, which is presented within interest income — loans in the Consolidated Statements of Operations and Comprehensive Income (Loss). For our loans measured at fair value, delinquent loans are charged off after 120 days of nonpayment or on the date of the confirmed loss and for our credit card loans measured at amortized cost, delinquent loans are charged off after 180 days of nonpayment or on the date of the confirmed loss, at which time we stop accruing interest and reverse all accrued but unpaid interest. Loans are returned to accrual status if the loans are brought to nondelinquent status or have performed in accordance with the contractual terms for a reasonable period of time and, in management’s judgment, will continue to make scheduled periodic principal and interest payments. As of the balance sheet dates presented, related party interest income primarily arose from a note receivable we issued to a stockholder in 2019 and lending activities with our equity method investee. See Note 14 and Note 18 for additional information. Other interest income is primarily earned on our bank balances and on member deposits with our member bank holding companies that enable our SoFi Money product. Loan Origination and Sales Activities For our loans measured at fair value, all direct fees and costs related to the origination process are recognized in earnings as earned or incurred. Direct fees, which primarily relate to home loan originations, and direct loan origination costs are recorded within noninterest income — loan origination and sales and noninterest expense — cost of operations, respectively, in the Consolidated Statements of Operations and Comprehensive Income (Loss). For our credit card loans, direct loan origination costs are deferred in other assets on the Consolidated Balance Sheets and amortized on a straight-line basis over the privilege period, which we have determined to be 12 months, within interest income — loans in the Consolidated Statements of Operations and Comprehensive Income (Loss). These costs were immaterial as of and for the year ended December 31, 2020. As part of our loan sale agreements, we may retain the rights to service sold loans. We calculate a gain or loss on the sale based on the sum of the proceeds from the sale and any servicing asset recognized, less the carrying value of the loans sold. Our gain or loss calculation is also inclusive of repurchase liabilities recognized at the time of sale. Servicing On a monthly basis, we receive servicing fees on certain portfolios of sold loans from the purchasers of these loans. These servicing fees are accounted for under ASC 860, Transfers and Servicing. Servicing fees compensate us for the costs incurred in servicing the related loans, including managing payments from borrowers, payments to investors and maintaining investors’ account portfolios. In the Consolidated Statements of Operations and Comprehensive Income (Loss), the initial recognition of servicing assets in conjunction with loan sales in which we retain servicing is presented within noninterest income — loan origination and sales, while subsequent changes in fair market value are presented within noninterest income — servicing. Revenue Recognition In accordance with ASC 606, Revenue from Contracts with Customers, in each of our revenue arrangements outlined below, 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. Technology Platform Fees Commencing in May 2020 with our acquisition of Galileo, we earn Technology Platform fees for providing an integrated platform as a service for financial and non-financial institutions. Our single performance obligation is the promise to stand ready to provide integrated technology platform services as needed throughout the contract term. The Technology Platform fees are determined based on the number of accounts supported on the platform and on the volume of transactions generated on the platform. We satisfy our performance obligation continuously throughout the contractual arrangements and our customers receive and consume the benefits simultaneously as we perform. Our integrated platform as a service is a stand-ready obligation, as the timing and quantity of accounts on the platform and transactions generated on the platform are not determinable ex ante. Under a stand-ready obligation, our performance obligation is satisfied over time throughout the contract term rather than at a point in time. Because the service of standing ready to fulfill our integrated platform as a service offering is substantially the same each day and has the same pattern of transfer to the customer, we determined that our stand-ready performance obligation comprises a series of distinct days of service. Certain arrangements contain provisions for monthly minimum fees, which are scheduled throughout the initial term of the contract. We assess the substance of the contractual minimum fees on an individual contract basis. When there is reasonable certainty that Technology Platform fees over the contract term will exceed the minimum thresholds, and the minimum fee is not deemed substantive as a percentage of the expected transaction price, we recognize revenue as we satisfy our performance obligation and, as such, the minimum fee is of no effect. Alternatively, when we are not reasonably certain that the contractual minimum fee will be exceeded over the life of the contract, or when the minimum fee represents a substantive portion of the expected transaction price, we recognize the minimum guarantee and expected variable fees over time by using an appropriate measure of progress over the contract period. In our case, the appropriate measure of progress is the stand-ready obligation to provide technology platform services over the life of the contract. However, we concluded that in certain cases we do not qualify for the variable allocation exception outlined in ASC 606-10-32-40. As such, on a quarterly basis we reassess our estimates of variable consideration and prospectively adjust our recognition of variable consideration over the life of the customer contract. During the period subsequent to our acquisition of Galileo through December 31, 2020, we did not make any material adjustments to our recognition of variable consideration. In our technology platform transactions, we act in the capacity of a principal, as we are primarily responsible for satisfying the technology platform performance obligation, and demonstrate the requisite control and power to fulfill the performance obligation and, therefore, present revenue on a gross basis. In addition, certain contracts contain a provision for a fixed, upfront implementation fee related to setup activities, which represents an advance payment for future technology platform services and is recorded as a deferred revenue liability at contract inception. The setup activity related to the implementation fee does not constitute an activity that results in the transfer of a promised good or service to our customers. Our implementation fees do not relate to a performance obligation and are, therefore, recognized ratably over the contract life, as we consider the implementation fee partially earned each month that we meet our performance obligation over the life of the contract. We had deferred revenues of $2,520 and $0 as of December 31, 2020 and 2019, which are presented within accounts payable, accruals and other liabilities in the Consolidated Balance Sheets. We recognized revenue of $342 from the date of acquisition through December 31, 2020 associated with deferred revenues, which is presented within noninterest income — Technology Platform fees in the Consolidated Statements of Operations and Comprehensive Income (Loss). Sales commissions: Our commissions incurred in connection with obtaining a technology platform contract qualify for capitalization under ASC 340-40, Other Assets and Deferred Costs, and are amortized ratably over the contract term. Capitalized sales commissions presented within other assets in the Consolidated Balance Sheets were $527 as of December 31, 2020. Additionally, we incur ongoing monthly commissions, which are expensed as incurred, as the benefit of such sales efforts are realized only in the period in which the commissions are earned. Commissions recorded within noninterest expense — sales and marketing in the Consolidated Statements of Operations and Comprehensive Income (Loss) were $1,659 during the year ended December 31, 2020, of which $185 represented amortization of capitalized sales commissions from the date of acquisition through December 31, 2020. Payments to customers: Certain contracts include provisions for customer incentives, which may be payable up front or applied to future or past Technology Platform fees. Payments to customers reduce the gross transaction price, as they represent constraints on the revenues expected to be realized. Upfront customer incentives are recorded as prepaid assets and presented within other assets in the Consolidated Balance Sheets, and are applied against revenue in the period such incentives are earned by the customer. Customer incentives for future Technology Platform fees are applied ratably against future Technology Platform activity in accordance with the contract terms to the extent that cumulative revenues with the customer, net of incentives, are positive. Any incentive in excess of cumulative revenues is expensed as a contract cost. Customer incentives for past Technology Platform fees are recorded as a reduction to revenue in the period incurred, subject to the same cumulative revenue constraints. Payment Network Fees In customer arrangements separate from our Technology Platform fees, we earn payment network fees, which primarily constitute interchange fees, for satisfying our performance obligation to enable transactions through a payment network as the sponsor of such transactions. Interchange fees, which are remitted by the merchant, are calculated by multiplying a set fee percentage (as stipulated by the debit card payment network) by the transaction volume processed through such network. Transaction volume and related fees payable to us for interchange and other network fees are reported to us on a daily basis. Therefore, there is no constrained variable consideration within a reporting period. Using the expected value method, we assign a 100% probability to the transaction price as calculated using actual transaction volume processed through the payment network. Our performance obligation is completely satisfied once we successfully fulfill a requested transaction. We measure our progress toward complete satisfaction of our performance obligation using the output method, with processed transaction volume representing the measure that faithfully depicts the transfer of our services. The value of our services is represented by the network fee rates, as stipulated by the applicable payment network. In addition to payment network fees earned on our own branded cards, we also earn payment network fees for serving as a transaction card program manager for enterprise customers that are the program marketers for separate card programs. In these arrangements, we have two performance obligations: i) performing card program services and ii) performing transaction card enablement services, for which we arrange for performance by the network associations and bank issuers to enable certain aspects of the transaction card process. The transaction price in these arrangements is largely dependent on network association guidelines and the program management economics are pooled, with the Company receiving a contractual share of payment network fees. The payment network fees are determined based on the type and volume of monthly card program activity and, therefore, represent variable consideration, as such amounts are not known at contract inception. However, as payment network fees are settled on a monthly basis, the variable consideration within a reporting period is not constrained. We satisfy both performance obligations continuously throughout the contractual arrangements and our customers receive and consume the benefits simultaneously as we perform. Further, satisfaction of both performance obligations occurs within the same measurement period. As such, allocation of the transaction price between the performance obligations is not meaningful, as it would not impact the pattern of revenue recognition. Using the expected value method, we assign a 100% probability to the transaction price as calculated using actual monthly card program activity. Our program management performance obligations are completely satisfied once we successfully enable and process transaction card activity. We measure our progress toward complete satisfaction of our performance obligations using the output method, with card program activity representing the measure that faithfully depicts the transfer of program management services. The value of our services is represented by the transaction fee rates, as stipulated by the network association guidelines. In our payment network fee transactions, we act in the capacity of an agent due to our lack of pricing power and because we are not primarily responsible for fulfilling the transaction enablement performance obligation, and ultimately lack control over fulfilling the performance obligations to the customer. Therefore, we recognize revenue net of fees paid to other parties within the payment networks. Referrals We earn a specified referral fee in connection with referral activity we facilitate through our platform. The referral fee is 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. As such, the third-party enterprise partners are our customers in these referral arrangements. Our single performance obligation is to present referral leads to our enterprise partner customers. In some instances, the referral fee is calculated by multiplying a set fee percentage by the dollar amount of a completed transaction between our partners and their customers. In other instances, the referral fee represents the price per referral multiplied by the number of referrals (referred units) as measured by a consummated transaction between our partners and their customers. As the transaction volume or referred units are not known at contract inception, these arrangements contain variable consideration. However, as referral fees are billed to, and collected directly from, our partners on a monthly basis, the variable consideration within a reporting period is not constrained. We recognize revenue at the time of a referral-based transaction by applying the expected value method, wherein we assign 100% probability to the transaction price as calculated using actual transaction volume or referred units. We satisfy our performance obligation continuously throughout the contractual arrangements with our partners and our partners receive and consume the benefits simultaneously as we perform. Our referral fee performance obligation is completely satisfied once we provide referrals to our partners and there is a consummated transaction. We measure our progress toward complete satisfaction of our performance obligation using the output method, with referred units or referred transaction volume representing the measure that faithfully depicts the transfer of referral services to our partners. The value of our services transferred to our partners is represented by the referral fee rate, as agreed upon at contract inception. In our referral arrangements, we act in the capacity of a principal, as we are primarily responsible for fulfilling our referral promise to our enterprise customers, exhibit control, and have discretion in setting the price we charge to our enterprise customers. Therefore, we present our revenue on a gross basis. Enterprise Services We earn fees in connection with services we provide to enterprise partners to facilitate transactions for the benefit of their employees, such as 529 plan contributions or student loan payments, which represents our single performance obligation in the arrangements. Similar to our referral services, we agree on a rate per transaction with each of our customers, which represents variable consideration at contract inception. However, as enterprise service fees are billed to, and collected directly from, our partners on a monthly basis, the variable consideration within a reporting period is not constrained. We satisfy our performance obligation to provide enterprise services continuously throughout our contractual arrangements with our enterprise partners. Our enterprise partners receive and consume the benefits of our enterprise services simultaneously as we perform. Our enterprise service performance obligation is completely satisfied upon completion of a transaction on behalf of our enterprise partners. For instance, we may facilitate student loan payments made by enterprise partners on behalf of their employees by directing those payments to the appropriate student loan servicer. Once the student loan servicer recognizes the payment, the transaction and our performance obligation are simultaneously complete. We measure our progress toward complete satisfaction of our performance obligation using the output method, with completed transaction requests representing the measure that faithfully depicts the transfer of enterprise services. The value of our enterprise services is represented by a negotiated fee, as agreed upon at contract inception. Our revenue is reported on a gross basis, as we act in the capacity of a principal, demonstrate the requisite control over the service, and are primarily responsible for fulfilling the performance obligation to our enterprise service customer. Brokerage We earn fees in connection with facilitating investment-related transactions through our platform, which constitutes our single performance obligation in the arrangements. Our performance obligation is determined by the specific service selected by the customer, such as brokerage transactions, share lending, digital assets transactions and exchange conversion. In certain brokerage transactions, we act in the capacity of a principal and earn negotiated fees based on the number and type of transactions requested by our customers. In our share lending arrangements and pay for order flow arrangements, we do not oversee the execution of the transactions, and ultimately lack requisite control, but benefit through a negotiated revenue sharing arrangement. Therefore, we act in the capacity of an agent and recognize revenue net of fees paid to satisfy the performance obligation. In our digital assets arrangements, our fee is calculated as a negotiated percentage of the transaction volume. In these arrangements, we act in the capacity of a principal and recognize revenue gross of the fees we pay to obtain the digital assets for access by our members. In our exchange conversion arrangements, we act in the capacity of a principal and earn fees for exchanging one currency for another. As the investment-related transaction volume and type are not known at contract inception, these arrangements contain variable consideration. However, as our brokerage fees are settled on a monthly basis or sometimes daily basis, the variable consideration within a reporting period is not constrained. We recognize revenue at the time of an investment transaction by applying the expected value method, wherein we assign 100% probability to the transaction price as calculated using actual investment transaction activity. Our brokerage performance obligation is completely satisfied upon completion of an investment-related transaction. We measure our progress toward complete satisfaction of our performance obligation using the output method, with investment transaction activity representing the measure that faithfully depicts the transfer of brokerage services. The value of our brokerage services is represented by the transaction fees, as determined at the point of transaction. We incur costs for clearing and processing services that relate to satisfied performance obligations within our brokerage arrangements. In accordance with ASC 340-40, we expense these costs as incurred. Although certain of our commission costs qualify for capitalization, their amortization period is less than one year. Therefore, utilizing the practical expedient related to incremental costs of obtaining a contract, we expense these costs as incurred. Additionally, we pay upfront account funding incentives to customers that are not tied to a contract period. Therefore, we expense these payments as incurred. Disaggregated Revenue For the periods accounted for in accordance with ASC 606, 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. Revenues from contracts with customers are presented within noninterest income — Technology Platform fees and noninterest income — other in the Consolidated Statements of Operations and Comprehensive Income (Loss). There are no revenues from contracts with customers attributable to our Lending segment for any of the periods presented.
Advertising, Sales and Marketing Included within noninterest expense — sales and marketing in the Consolidated Statements of Operations and Comprehensive Income (Loss) are advertising production costs and advertising communication costs, as well as amounts paid to various affiliates to market our products. For the years ended December 31, 2020, 2019 and 2018, advertising totaled $138,888, $169,942 and $143,081, respectively. Advertising costs are expensed either as incurred or when the advertising takes place, depending on the nature of the advertising activity. Expenses incurred by us related to member acquisition, including brand development, business development and direct member marketing expenses, are also presented within noninterest expense — sales and marketing in the Consolidated Statements of Operations and Comprehensive Income (Loss). Technology and Product Development Expenses incurred by us related to technology, product design and implementation, which includes compensation and benefits, are classified as noninterest expense — technology and product development in the Consolidated Statements of Operations and Comprehensive Income (Loss). Loss Contingencies Loss contingencies, including claims and legal actions arising in the ordinary course of business, are recorded in accounts payable, accruals and other liabilities in the Consolidated Balance Sheets, as further described in Note 15. Such liabilities and associated expenses are recorded when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated. Such estimates are based on the best information available at the time. As additional information becomes available, we reassess the potential liability and record an estimate in the period in which the adjustment is probable and an amount or range can be reasonably estimated. Due to the inherent uncertainties of loss contingencies, estimates may be different from the actual outcomes. With respect to legal proceedings, we recognize legal fees as they are incurred within noninterest expense — general and administrative expense in our Consolidated Statements of Operations and Comprehensive Income (Loss). Stock-Based Compensation Stock-based compensation made to employees and non-employees, which includes stock options and RSUs, is measured based on the grant date fair value of the awards and is recognized as compensation expense typically on a straight-line basis over the period during which the stock-based award holder is required to perform services in exchange for the award (the vesting period). Stock-based compensation expense is allocated among the components of noninterest expense in the Consolidated Statements of Operations and Comprehensive Income (Loss). We use the Black-Scholes Option Pricing Model (the “Black-Scholes Model”) to estimate the fair value of stock options. RSUs are measured based on the fair values of the underlying stock on the dates of grant. We recognize forfeitures as incurred and, therefore, reverse previously recognized stock-based compensation expense at the time of forfeiture. Comprehensive Loss Comprehensive loss consists of net loss and foreign currency translation adjustments. Income Taxes We recognize deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities, as well as for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the tax rates that are expected to apply to taxable income for the years in which those tax assets and liabilities are expected to be realized or settled. In assessing the realizability of deferred tax assets, management reviews all available positive and negative evidence. Valuation allowances are recorded to reduce deferred tax assets to the amount we believe is more likely than not to be realized. We follow accounting guidance in ASC 740, Income Taxes, as it relates to uncertain tax positions, which provides information and procedures for financial statement recognition and measurement of tax positions taken, or expected to be taken, in tax returns. The tax effects from an uncertain tax position can be recognized in the financial statements only if the tax position would more likely than not be upheld on examination by the taxing authorities based on the merits of the tax position. Management is required to analyze all open tax years, as defined by the statute of limitations, for all jurisdictions. We accrue tax penalties and interest, if any, as incurred and recognize them within income tax (expense) benefit in our Consolidated Statements of Operations and Comprehensive Income (Loss). Recently Adopted Accounting Standards Measurement of Credit Losses on Financial Instruments In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses: Measurement of Credit Losses on Financial Instruments. This ASU required timelier recording of credit losses on loans and other financial instruments. This standard aligned the accounting with the economics of lending by requiring banks and other lending institutions to immediately record the full amount of credit losses that were expected in their loan portfolios. The new guidance required an organization to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions and reasonable and supportable forecasts. This standard required enhanced disclosures related to the significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an organization’s portfolio. Additionally, the new guidance amended the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. Subsequently in November 2018, the FASB issued ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments — Credit Losses, which extended the transition date of the amendments in ASU 2016-13 to January 1, 2022, with early application permitted. At the time of adoption, the standard applied to our measurement of expected credit losses on trade accounts receivable from contracts with customers, certain financing receivables and certain loan repurchase reserves representing guarantees of credit exposure. We adopted ASU 2016-13 on January 1, 2020, and there was not a material impact on our consolidated financial statements. Codification Improvements to Financial Instruments In March 2020, the FASB issued ASU 2020-03, Codification Improvements to Financial Instruments, which revised a wide variety of topics in the Codification with the intent to make the Codification easier to understand and apply by eliminating inconsistencies and providing clarifications. ASU 2020-03 was effective immediately upon its release in March 2020 and had an immaterial impact on our consolidated financial statements. Recent Accounting Standards Issued, But Not Yet Adopted Facilitation of the Effects of Reference Rate Reform on Financial Reporting In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. This ASU provides optional expedients and exceptions, subject to meeting certain criteria, for applying existing U.S. GAAP contract modification accounting due to the expected phase out of the London Interbank Offered Rate (“LIBOR”) by the end of 2021. The standard applies to both contract modifications that replace a reference rate affected by reference rate reform and contemporaneous modifications of other contract terms related to the replacement of the reference rate. The standard was effective upon issuance and may be applied to contract modifications from January 1, 2020 through December 31, 2022. The provisions of the standard must be applied prospectively for all similar eligible contract modifications. We are in the process of reviewing our borrowings and Series 1 redeemable preferred stock dividends that utilize LIBOR as the reference rate and are evaluating options for modifying such arrangements in accordance with the provisions of the standard and the potential impact that such modifications may have on the consolidated financial statements and related disclosures. We have not modified the reference rates in any applicable agreements as of December 31, 2020. Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. This ASU simplifies the accounting for certain convertible instruments, amends the guidance on derivative scope exceptions for contracts in an entity’s own equity, and modifies the guidance on diluted earnings per share calculations as a result of these changes. The standard is effective for fiscal years and interim periods beginning after December 15, 2023. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. We are currently evaluating the effect of adopting this standard on our consolidated financial statements and related disclosures.
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Acquisitions |
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| Business Combination and Asset Acquisition [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Acquisitions | Business Combinations Merger with Social Capital Hedosophia Holdings Corp. V During January 2021, Social Finance, Inc. entered into a business combination agreement (the “Agreement”) by and among Social Finance, Inc., Social Capital Hedosophia Holdings Corp. V, a Cayman Islands exempted company limited by shares (“SCH”), and Plutus Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of SCH (“Merger Sub”). Pursuant to the Agreement, Merger Sub merged with and into Social Finance, Inc (“SoFi”). Subsequent to the balance sheet date, upon the completion of the transactions contemplated by the terms of the Agreement (the “Closing”) on May 28, 2021, the separate corporate existence of Merger Sub ceased and Social Finance, Inc. survived the merger and became a wholly owned subsidiary of SCH. On May 28, 2021, SCH also filed a notice of deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and filed a certificate of incorporation and a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which SCH was domesticated as a Delaware corporation, changing its name from “Social Capital Hedosophia Holdings Corp. V” to “SoFi Technologies, Inc.” (“SoFi Technologies”). These transactions are collectively referred to as the “Business Combination”. The Business Combination was accounted for as a reverse recapitalization whereby SCH was determined to be the accounting acquiree and SoFi to be the accounting acquirer. This accounting treatment is the equivalent of SoFi issuing stock for the net assets of SCH, accompanied by a recapitalization whereby no goodwill or other intangible assets are recorded. Operations prior to the Business Combination are those of SoFi. At the Closing, we received gross cash consideration of $764.8 million as a result of the reverse recapitalization, which was then reduced by: •A redemption of redeemable common stock of $150.0 million; •A Special Payment (as defined in Note 9), which was accounted for as an embedded derivative, and made to our Series 1 redeemable preferred stockholders of $21.2 million (which was expensed as incurred); and •Our equity issuance costs. In connection with the Business Combination, SoFi incurred $26.1 million of equity issuance costs, consisting of advisory, legal and other professional fees, which are recorded to additional paid-in capital as a reduction of proceeds. A portion of the equity issuance costs ($7.8 million) were included within other assets as of March 31, 2021, and we paid a portion of the equity issuance costs during 2020 ($0.6 million) and the first quarter of 2021 ($1.5 million). We expect to pay the balance of the equity issuance costs during the second quarter of 2021. In connection with the Business Combination, SCH entered into subscription agreements with certain investors, whereby it issued 122,500,000 shares of common stock at $10.00 per share (“PIPE Shares”) for an aggregate purchase price of $1.225 billion (“PIPE Investment”), which closed simultaneously with the consummation of the Business Combination. Upon the Closing, the PIPE Shares were automatically converted into shares of SoFi Technologies common stock on a one-for-one basis. Upon the Closing, holders of SoFi common stock received shares of SoFi Technologies common stock in an amount determined by application of the exchange ratio of 1.7428 (“Exchange Ratio”), which was based on SoFi’s implied price per share prior to the Business Combination. Additionally, holders of SoFi preferred stock (with the exception of holders of Series 1 Preferred Stockholders) received shares of SoFi Technologies common stock in amounts determined by application of either the Exchange Ratio or a multiplier of the Exchange Ratio, as provided by the Agreement. Acquisition of Golden Pacific Bancorp, Inc. During March 2021, the Company and Golden Pacific Bancorp, Inc. (“Golden Pacific”), a California corporation, entered into an Agreement and Plan of Merger (the “Bank Merger”), by and among the Company, a wholly-owned subsidiary of the Company and Golden Pacific, pursuant to which the Company will acquire all of the outstanding equity interests in Golden Pacific and thereby acquire its wholly-owned subsidiary, Golden Pacific Bank, National Association (“Golden Pacific Bank”), for total cash purchase consideration of $22.3 million, of which approximately $0.7 million could be held back by the Company in escrow (“Holdback Amount”) if certain legal proceedings with which Golden Pacific is involved as a plaintiff are not resolved at the time the Bank Merger closes. The Holdback Amount will be used for further financing or costs incurred associated with the litigation and any remaining amount upon resolution of the litigation will be released to the Golden Pacific shareholders. Alternatively, if the legal proceedings are resolved prior to the close of the Bank Merger and a favorable settlement is received, the merger consideration will be increased by the amount of such proceeds, net of all fees and expenses and taxes payable in respect of such proceeds, such that the settlement will be returned to the Golden Pacific shareholders. Golden Pacific is duly registered as a bank holding company with the Board of Governors of the Federal Reserve System. Golden Pacific Bank is a national banking association duly organized and validly existing and in good standing under the laws of the United States and is regulated by the OCC. Deposit accounts of Golden Pacific Bank are insured by the FDIC through the Deposit Insurance Fund to the fullest extent permitted by law. The closing of the Bank Merger is subject to regulatory approval, including approval from the OCC of a revised business plan for Golden Pacific Bank, and approval from the Federal Reserve to become a bank holding company and for a change of control, and other customary closing conditions, which the Company anticipates can be completed by the end of 2021. The Bank Merger will be accounted for as a business combination. The purchase consideration will be allocated to the tangible and intangible assets acquired and liabilities assumed based on the estimated fair values as of the acquisition date. The acquisition is not expected to be a significant acquisition under ASC 805 or Regulation S-X, Rule 3-05. In March 2021, we submitted an application to the Federal Reserve to become a bank holding company. The application review process is ongoing. Acquisition of Galileo Financial Technologies, Inc. On May 14, 2020, we acquired Galileo Financial Technologies, Inc. and its subsidiaries (“Galileo”) by acquiring 100% of the outstanding Galileo stock as of that date. Galileo primarily provides technology platform services to financial and non-financial institutions. Our acquisition of Galileo enabled us to diversify our business from primarily consumer-based to also serve institutions that rely upon Galileo’s integrated platform as a service to serve their clients. The following table presents the components of the purchase consideration to acquire Galileo:
___________________ (1) The preferred stock issued is subject to adjustment as part of the closing net working capital calculation, which was finalized subsequent to March 31, 2021, as discussed below. As of March 31, 2021, the closing net working capital calculation remained the only open item with regard to the purchase price allocation process for Galileo. (2) We contemporaneously converted outstanding options to acquire common stock of Galileo into corresponding options to acquire common stock of SoFi (“Replacement Options”) at an exchange ratio of one Galileo option to 3.83 Replacement Options. Upon the finalization of the closing net working capital calculation in April 2021, the total purchase price consideration was reduced by $743, which was settled through the return to SoFi of an equivalent value of 48,116 previously issued Series H-1 preferred stock, which were retired upon receipt. In April 2021, the adjustment similarly reduced the carrying value of recognized goodwill, and did not impact the estimated fair values of the assets acquired and liabilities assumed in conjunction with the transaction. None of the goodwill recognized is deductible for tax purposes. Goodwill is primarily attributable to synergies expected from leveraging SoFi’s resources to further build upon Galileo’s product offerings, scaling Galileo’s operations and expanding its market reach. As such, the goodwill is fully allocated to the Technology Platform segment. Identifiable intangible assets at the date of acquisition included finite-lived intangible assets with a gross carrying amount of $388,000, as follows:
The following unaudited supplemental pro forma financial information presents the Company’s consolidated results of operations for the three months ended March 31, 2020 as if the business combination had occurred on January 1, 2020:
The unaudited supplemental pro forma financial information is presented for comparative purposes only and is not necessarily indicative of the actual results of operations that would have been achieved, nor is it indicative of future results of operations. The unaudited supplemental pro forma financial information reflects pro forma adjustments that give effect to applying the Company’s accounting policies and certain events the Company believes to be directly attributable to the acquisition. The pro forma adjustments primarily include: •incremental straight-line amortization expense associated with acquired intangible assets; •adjustments to depreciation expense resulting from accounting policy alignment between the acquirer and acquiree; •adjustments to reflect accretion of interest on the seller note; •an adjustment to reflect post-combination stock-based compensation expense associated with the Replacement Options as if they had been granted on January 1, 2020; •a reversal of the Company’s previously-established deferred tax asset valuation allowance of $99,793 resulting from deferred tax liabilities acquired in connection with the acquisition; •an adjustment to reflect acquisition-related costs of $9,341; and •the related income tax effects, at the statutory tax rate applicable for the period, of the pro forma adjustments noted above. The unaudited supplemental pro forma financial information does not give effect to any anticipated cost savings, operating efficiencies or other synergies that may be associated with the acquisition, or any estimated costs that have been or will be incurred by the Company to integrate the assets and operations of Galileo. Other Acquisitions On April 28, 2020, the Company acquired 100% of the outstanding stock of 8 Limited, a Hong Kong brokerage services firm, for total consideration of $16,126, consisting of $561 in cash and $15,565 in fair value of common stock issued. Of the 1,285,291 shares of the Company’s common stock issuable in connection with the acquisition, 1,101,306 shares were issued at the date of acquisition and the remaining issuable common stock is subject to certain representations and warranties and is expected to be issued within 18 months of the date of acquisition. The share awards issued in connection with this acquisition have both performance- and service-based requirements. The excess of the total purchase consideration over the fair value of the net assets acquired of $10,239 was allocated to goodwill, none of which is deductible for tax purposes. As the acquisition was not determined to be a significant acquisition as contemplated in ASC 805, the Company did not disclose the pro forma impact of this acquisition to the results of operations for the three months ended March 31, 2020. Identifiable intangible assets at the date of acquisition included finite-lived intangible assets for developed technology, customer-related contracts and broker-dealer license and trading rights with an aggregate fair value of $5,038. The intangible assets are being amortized over a period of 3.6 to 5.7 years based on the estimated economic benefit derived from each of the underlying assets.
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Acquisitions Acquisition of Galileo Financial Technologies, Inc. On May 14, 2020, we acquired Galileo Financial Technologies, Inc. and its subsidiaries (“Galileo”) by acquiring 100% of the outstanding Galileo stock as of that date. Galileo primarily provides technology platform services to financial and non-financial institutions. Our acquisition of Galileo enabled us to diversify our business from primarily consumer based to also serve institutions that rely upon Galileo’s integrated platform as a service to serve their customers. As a result of the acquisition, Galileo stockholders received shares of Series H-1 preferred stock of SoFi in exchange for their shares of Galileo common or preferred stock at an exchange ratio of 3.83 shares of Series H-1 preferred stock for each share of Galileo common or preferred stock, with cash paid in lieu of fractional shares. Additionally, Galileo stockholders received rights to payments due under a seller note and cash consideration. We also contemporaneously converted outstanding options to acquire common stock of Galileo into corresponding options to acquire common stock of SoFi (“Replacement Options”) at an exchange ratio of one Galileo option to 3.83 Replacement Options. The Replacement Options are subject to either the same terms and conditions (including vesting, exercisability or payment terms) as were applicable to the original Galileo awards, or in some cases to modified vesting terms. We allocated the fair value of the common stock options assumed between the pre-combination period, which amount was recognized as purchase consideration, and post-combination period, which amount was recognized as stock-based compensation expense, based on the vesting requirements of the Replacement Options. The following table presents the components of the purchase consideration to acquire Galileo:
_________________ (1) We funded the cash consideration using borrowings under our revolving credit facility. (2) On May 14, 2020, as part of the purchase price consideration, Galileo agreed to a seller note financing arrangement. The seller note has an aggregate principal amount of $250.0 million and a scheduled maturity of May 14, 2021. During the first six months of the twelve-month borrowing term, there was no interest due to the seller and, as such, the Company expected to pay off the seller note prior to the end of the six month no interest rate period. Given our prepayment assumption, we initially did not expect to pay any interest expense and, therefore, imputed an annual interest rate of 4.9% based on market interest rates and credit factors specific to the Company as of the note issuance date. We did not pay off the seller note before the promotional period ended on November 14, 2020. At the seller note inception, we determined that our call option on the seller note was an embedded derivative, which was not separately valued because it was clearly and closely related to the host contract, and such call option was expected to be exercised during the promotional period. However, the promotional period lapsed, which triggered incremental interest of $12.5 million incurred to the Galileo sellers on the call date of November 14, 2020, reflecting an interest rate of 10.0% per annum during the six-month promotional borrowing period. This incremental interest is payable at seller note maturity. Subsequent to the promotional borrowing period, we pay interest quarterly in arrears at an interest rate of 10.0% per annum. During February 2021, we paid off the seller note and accrued interest. See Note 18 for additional information. (3) The fair value of the 52,743,298 shares of the Company’s Series H-1 preferred stock issued as of the date of acquisition was determined using a Black-Scholes Model via the backsolve method, resulting in a per share value of $15.44. The preferred stock issued is subject to adjustment as part of the closing net working capital calculation, as discussed below, which was not finalized as of December 31, 2020. Refer to Note 10 for additional information on the Series H-1 preferred stock. (4) The fair value of Galileo common stock options assumed in the purchase consideration was first determined by using Black-Scholes option pricing techniques using the following assumptions:
The stock price was determined as the fair value of the Company’s common stock as of the date of acquisition of $12.11, multiplied by the stock exchange ratio per the Galileo merger agreement. The price of the Company’s common stock was determined using a Black-Scholes Model via the backsolve method. The Company utilized the simplified method for establishing the expected term of the options. The risk-free rate was based on the U.S. Treasury rates for the estimated expected term of the options. The volatility assumption was driven by the observed stock price volatility of Galileo’s public company peer group over the estimated expected term of each award. The public company peer group was considered using such factors as industry, stage of life cycle and size. Lastly, Galileo does not have a history of paying dividends, which informed the dividend yield assumption. Refer to Note 12 for additional information on the common stock options of SoFi, including the Replacement Options. In the Consolidated Statements of Cash Flows, we present supplemental non-cash financing activities associated with: (i) the issuance of the seller note, (ii) the issuance of preferred stock, and (iii) the portion of assumed common stock options included in the purchase consideration. Upon the finalization of the closing net working capital calculation, we currently expect the total purchase consideration to be reduced by $743, which will be settled through the return to SoFi of an equivalent value of 48,116 previously issued Series H-1 preferred stock, which will be retired upon receipt. The adjustment will similarly reduce the carrying value of recognized goodwill, but will not impact the estimated fair values of the assets acquired and liabilities assumed in conjunction with the transaction. The closing net working capital calculation remains the only open item with regard to the purchase price allocation process for Galileo. The following table presents the allocation of the total purchase consideration to the estimated fair values of the identified assets acquired and liabilities assumed of Galileo as of the date of acquisition, as well as a reconciliation to the total consideration transferred:
_________________ (1)The fair value of accounts receivable acquired was $12,999, with a gross contractual amount of $13,844. At the date of acquisition, the Company expected $845 to be uncollectible. (2)Intangible assets consist of finite-lived intangible assets with a gross carrying amount of $388,000, as follows:
________________ (a) Valued using the Multi-Period Excess Earnings Method (“MPEEM”), which is a form of the income approach. The significant assumptions include: (i) the estimated annual net cash flows, which are a function of expected earnings attributable to the asset (and include an assumed technology migration curve), contributory asset charges and the applicable tax rate, (ii) an assumed discount rate, which reflects the risk of the asset relative to the overall risk of Galileo, and (iii) the tax amortization benefit. (b) Valued using the With and Without Method, which is a form of the income approach. The significant assumptions include: (i) the estimated annual revenues and net cash flows both with the existing customer base and without the existing customer base, which include assumptions regarding revenue ramp-up periods and attrition rates, (ii) an assumed discount rate, and (iii) the tax amortization benefit. (c) Valued using the Relief from Royalty Method, which is a form of the income approach. The significant assumptions include: (i) the estimated annual net cash flows, which are a function of expected earnings attributable to the asset, the probability of use of the asset, the royalty rate and the applicable tax rate, (ii) the discount rate, and (iii) the tax amortization benefit. (3)Other liabilities at the acquisition date included a contingent liability associated with a class action litigation in which Galileo was a co-defendant involving service disruption for Galileo’s most significant customer stemming from Galileo’s system experiencing technology platform downtime. Additionally, the customer sought compensatory payment from Galileo as part of the system outage. At the acquisition date, the Company believed it was probable that a settlement would be reached and estimated the loss to be $6,195. Other assets at the acquisition date included $6,195 for the expected insurance recovery on the expected settlement. See Note 15 for additional disclosure on this contingent matter. (4)The deferred tax liabilities recognized in the acquisition were primarily related to the acquired intangible assets recognized at a fair value of $388.0 million, in which we had no tax basis. (5)The excess of the total purchase consideration over the fair value of the identified net assets acquired was allocated to goodwill, none of which is expected to be deductible for tax purposes. Upon finalization of the closing net working capital calculation, we currently expect the total purchase consideration to be reduced by $743, which will result in a corresponding reduction to the carrying amount of goodwill. Goodwill is primarily attributable to synergies expected from leveraging SoFi’s resources to further build upon Galileo’s product offerings, scaling Galileo’s operations and expanding its market reach. As such, the goodwill is fully allocated to the Technology Platform segment. See Note 3 for additional information related to goodwill, including a reconciliation of the carrying amount of goodwill at the beginning and end of the period, as well as intangible assets. The Company incurred acquisition-related costs of $9,341 related to the Galileo acquisition for the year ended December 31, 2020, which were presented within noninterest expense — general and administrative in the Consolidated Statements of Operations and Comprehensive Income (Loss) and of which $908 were associated with equity-based payments to advisors and were, therefore, non-cash in nature. Acquisition-related costs primarily relate to advisory, legal, valuation and other professional fees. From the date of acquisition through December 31, 2020, the acquired results of operations for Galileo contributed total net revenue of $91,221 and net loss of $19,209 to the Company’s consolidated results, which was inclusive of amortization expense recognized on the acquired intangible assets. The following unaudited supplemental pro forma financial information presents the Company’s consolidated results of operations for the years ended December 31, 2020 and 2019 as if the business combination had occurred on January 1, 2019:
The unaudited supplemental pro forma financial information is presented for comparative purposes only and is not necessarily indicative of the actual results of operations that would have been achieved, nor is it indicative of future results of operations. The unaudited supplemental pro forma financial information reflects pro forma adjustments that give effect to applying the Company’s accounting policies and certain events the Company believes to be directly attributable to the acquisition. The pro forma adjustments primarily include: •incremental straight-line amortization expense associated with acquired intangible assets; •adjustments to depreciation expense resulting from accounting policy alignment between the acquirer and acquiree; •adjustments to reflect interest on the seller note, including accretion of interest and incremental interest incurred after the interest-free period lapsed as if the interest was incurred during the earliest period presented; •an adjustment to reflect post-combination stock-based compensation expense associated with the Replacement Options as if they had been granted on January 1, 2019; •a reversal of the Company’s previously-established deferred tax asset valuation allowance of $99,793 resulting from deferred tax liabilities acquired in connection with the acquisition as if it occurred during the earliest period presented; •an adjustment to reflect $9,341 of acquisition-related costs as if they were incurred during the earliest period presented; and •the related income tax effects, at the statutory tax rate applicable for each period, of the pro forma adjustments noted above. The unaudited supplemental pro forma financial information does not give effect to any anticipated cost savings, operating efficiencies or other synergies that may be associated with the acquisition, or any estimated costs that have been or will be incurred by the Company to integrate the assets and operations of Galileo. Other Acquisitions On April 28, 2020, the Company acquired 100% of the outstanding stock of 8 Limited, a Hong Kong brokerage services firm, for total consideration of $16,126, consisting of $561 in cash and $15,565 in fair value of common stock issued. The fair value of the 1,285,291 shares of the Company’s common stock issuable in connection with the acquisition, of which 1,101,306 shares were issued at the date of acquisition, was determined using a Black-Scholes Model via the backsolve method, resulting in a per share value of $12.11. The remaining issuable common stock is subject to certain representations and warranties and is expected to be issued within 18 months of the date of acquisition. The share awards issued in connection with this acquisition have both performance and service based requirements, which we expense using the graded vesting attribution method. The total purchase consideration was allocated to the assets acquired and liabilities assumed based on the estimated fair values at the date of acquisition, which were measured in accordance with the principles outlined in ASC 820. The excess of the total purchase consideration over the fair value of the net assets acquired of $10,239 was allocated to goodwill, none of which is expected to be deductible for tax purposes. The results of operations of 8 Limited are included in SoFi’s Consolidated Financial Statements as of and for the year ended December 31, 2020. As the acquisition was not determined to be a significant acquisition as contemplated in ASC 805, the Company did not disclose the pro forma impact of this acquisition to the results of operations for the year ended December 31, 2020. Identifiable intangible assets at the date of acquisition included finite-lived intangible assets for developed technology, customer-related contracts and broker-dealer license and trading rights with an aggregate fair value of $5,038. The intangible assets are being amortized over a period of 3.6 to 5.7 years based on the estimated economic benefit derived from each of the underlying assets. See Note 3 for additional information related to goodwill and intangible assets.
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Goodwill and Intangible Assets |
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| Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Goodwill and Intangible Assets | Goodwill and Intangible Assets A rollforward of our goodwill balance is presented below as of the dates indicated:
__________________ (1) Additional goodwill recognized as of December 31, 2020 includes $873,358 related to the acquisition of Galileo and $10,239 related to the acquisition of 8 Limited. See Note 2 for additional information. (2) We utilized a discounted cash flow analysis to determine the difference between the fair value of the SoFi Money reporting unit and its carrying value. This analysis did not result in impairment expense. However, we had an immaterial non-cash overstatement of goodwill in our historical balance, which we expensed through noninterest expense — general and administrative in the Consolidated Statements of Operations and Comprehensive Income (Loss). (3) As of December 31, 2020, we had goodwill attributable to the following reportable segments: $25,912 to Financial Services and $873,358 to Technology Platform. As of December 31, 2019, all of our goodwill was attributable to the Financial Services reportable segment. There were no goodwill impairment charges during the years ended December 31, 2020, 2019 and 2018. The following is a summary of the carrying amount and estimated useful lives of our intangible assets by class as of the dates indicated:
__________________ (1) During the year ended December 31, 2020, the Company acquired $253,000 in developed technology, $125,000 in customer-related intangible assets and $10,000 in trade names, trademarks and domain names related to the acquisition of Galileo. Other additions to developed technology, customer-related and broker-dealer license and trading rights intangible assets related to the acquisition of 8 Limited. See Note 2 for additional information. (2) As of December 31, 2019, our core banking infrastructure was a full-stack multi-currency banking platform that we acquired during 2017. In conjunction with the acquisition of Galileo during the year ended December 31, 2020, we changed the estimated useful life for core banking infrastructure from nine years to one year, ending May 14, 2021, as Galileo’s infrastructure rendered the existing core banking infrastructure redundant, albeit there will be a transition period before we fully migrate to Galileo’s infrastructure. In accordance with Topic 250, Accounting Changes and Error Corrections, this change in estimate was applied prospectively. The change in estimate resulted in higher amortization expense of $5,759, or $(0.14) per common share, for the year ended December 31, 2020. (3) Partnership intangible assets were acquired during the year ended December 31, 2019 and represent banking relationships, which help facilitate certain financial services activities. The acquired partnership intangible assets had a weighted average amortization period of one year. Amortization expense for the years ended December 31, 2020, 2019 and 2018 was $49,735, $3,008 and $3,303, respectively. During the year ended December 31, 2020, we abandoned the partnership intangible assets that were acquired in 2019, which were fully amortized at the time of abandonment, by reversing the $123 gross asset and accumulated amortization. There was no impact to the Consolidated Statements of Operations and Comprehensive Income (Loss). There were no impairments during the year ended December 31, 2020. There were no abandonments or impairments during the years ended December 31, 2019 and 2018. We accelerated amortization expense during 2019 related to certain partnership and other intangible assets because we determined that the costs of these assets had already been recovered, which meant there was no expected future benefit as of December 31, 2019. The acceleration of amortization expense had an immaterial impact during the period. Estimated future amortization expense as of December 31, 2020 is as follows:
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Loans |
3 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2021 |
Dec. 31, 2020 |
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| Receivables [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Loans | Loans As of March 31, 2021, our loan portfolio consisted of personal loans, student loans and home loans, which are measured at fair value, and credit card 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, as applicable, as of the dates indicated:
_____________________ (1) See Note 1 for additional information on our loans at amortized cost as it pertains to the allowance for credit losses pursuant to ASC 326. (2) During the three months ended March 31, 2021, we had originations of credit card loans of $28,763 and gross repayments on credit card loans of $18,357. (3) During the fourth quarter of 2020, we issued a commercial loan with a principal balance of $16,500 and accumulated interest of $12 as of December 31, 2020, all of which was repaid in January 2021. Loans Measured at Fair Value The following table summarizes the aggregate fair value of our loans measured at fair value on a recurring basis as of the dates indicated:
The following table summarizes the aggregate fair value of loans 90 days or more delinquent as of the dates indicated. As delinquent loans are charged off after 120 days of nonpayment, amounts presented below represent the fair value of loans that are 90 to 120 days delinquent.
The following table presents the changes in our loans measured at fair value on a recurring basis:
__________________ (1) Purchases reflect unpaid principal balance and relate to previously transferred loans. Purchase activity during the three months ended March 31, 2020 included securitization clean-up calls of $33,012. The remaining purchases during the periods presented related to standard representations and warranties pursuant to our various loan sale agreements. (2) Changes in fair value of loans are recorded in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss within noninterest income — loan origination and sales for loans held on the balance sheet prior to transfer and within noninterest income — securitizations for loans in a consolidated VIE. Changes in fair value are impacted by valuation assumption changes, as well as sales price execution and amount of time the loans are held prior to sale.
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Loans Our loan portfolio consists of personal loans, student loans and home loans, which are measured at fair value, and credit card loans and a commercial loan, which were new to our business in 2020 and are measured at amortized cost. Below is a disaggregated presentation of our loans, inclusive of fair market value adjustments and accrued interest income, as applicable, as of the dates indicated:
__________________ (1) See Note 1 for additional information on our loans at amortized cost as it pertains to the allowance for credit losses pursuant to ASC 326. (2) The carrying value of credit card loans as of December 31, 2020 reflects originations of $6,957 and accrued interest of $2, reduced by gross repayments of $3,017 and allowance for credit losses of $219. (3) During the fourth quarter of 2020, we issued a commercial loan that had a principal balance of $16,500 and accumulated unpaid interest of $12 as of December 31, 2020, all of which was repaid during January 2021. Loans Measured at Fair Value The following table summarizes the aggregate fair value of our loans measured at fair value on a recurring basis as of the dates indicated:
The following table summarizes the aggregate fair value of loans 90 days or more delinquent as of the dates indicated. As delinquent loans are charged off after 120 days of nonpayment, amounts presented below represent the fair value of loans that are 90 to 120 days delinquent.
The following table presents the changes in our loans measured at fair value on a recurring basis:
__________________ (1) Purchases reflect unpaid principal balance and relate to previously transferred loans. Purchase activity includes securitization clean-up calls during the years ended December 31, 2020 and 2019 of $76,044 and $31,807, respectively. Additionally, during the year ended December 31, 2020, the Company elected to purchase $606,264 of previously sold loans from certain investors. The Company was not required to buy back these loans. The remaining purchases related to standard representations and warranties pursuant to our various loan sale agreements. (2) We consolidate certain VIEs and, prior to finalizing the related securitization transaction in certain instances, a portion of the loans transferred to the SPE are contributed by third parties. (3) Changes in fair value of loans are recorded in the Consolidated Statements of Operations and Comprehensive Income (Loss) within noninterest income — loan origination and sales for loans held on the balance sheet prior to transfer and within noninterest income — securitizations for loans in a consolidated VIE.
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Variable Interest Entities |
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| Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Variable Interest Entities | Variable Interest Entities Consolidated VIEs The Company consolidates certain securitization trusts in which we have a variable interest and are deemed to be the primary beneficiary. Our consolidation policy is further discussed in Note 1. The VIEs are SPEs with portfolio loans securing debt obligations. The SPEs were created and designed to transfer credit and interest rate risk associated with consumer loans through the issuance of collateralized notes and trust certificates. The Company makes 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, by design, the interest that we expect to absorb the expected gains and losses of the VIE. The Company’s exposure to credit risk in sponsoring SPEs is limited to our investment in the VIE. VIE creditors have no recourse against our general credit. The following table presents the assets and liabilities of consolidated VIEs that were included in our Unaudited Condensed Consolidated Balance Sheets. The assets in the below table may only be used to settle obligations of consolidated VIEs and were in excess of those obligations as of the dates presented. Additionally, the assets and liabilities in the table below exclude intercompany balances, which eliminate upon consolidation:
___________________ (1)Debt is presented net of debt issuance costs and debt discounts. 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. We define an insignificant financial interest as less than 10% of the expected gains and losses of the VIE. 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 VIE is limited to our 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. Personal Loans We did not establish any personal loan trusts during the three months ended March 31, 2021 that were not consolidated as of the corresponding balance sheet date. We established one personal loan trust during the three months ended March 31, 2020 that was not consolidated as of the corresponding balance sheet date. As of both March 31, 2021 and December 31, 2020, we had investments in nine nonconsolidated personal loan VIEs. We did not provide financial support to any personal loan trusts beyond our initial equity investment during the periods presented. We did not deconsolidate any personal loan VIEs during the three months ended March 31, 2021. We deconsolidated two personal loan VIEs during the three months ended March 31, 2020, which were originally consolidated in 2017. Student Loans We established two student loan trusts during each of the three months ended March 31, 2021 and 2020 that were not consolidated as of the corresponding balance sheet dates. As of March 31, 2021 and December 31, 2020, we had investments in 22 and 20 nonconsolidated student loan VIEs. We did not provide financial support to any student loan trusts beyond our initial equity investment during the periods presented. We did not deconsolidate any student loan VIEs during the three months ended March 31, 2021 and 2020. The following table presents the aggregate outstanding value of asset-backed bonds and residual interests owned by the Company in nonconsolidated VIEs, which were included in our Unaudited Condensed Consolidated Balance Sheets:
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Variable Interest Entities Consolidated VIEs The Company consolidates certain securitization trusts in which we have a variable interest and are deemed to be the primary beneficiary. Our consolidation policy is further discussed in Note 1. The VIEs are SPEs with portfolio loans securing debt obligations. The SPEs were created and designed to transfer credit and interest rate risk associated with consumer loans through the issuance of collateralized notes and trust certificates. The Company makes 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, by design, the interest that we expect to absorb the expected gains and losses of the VIE. The Company’s exposure to credit risk in sponsoring SPEs is limited to our investment in the VIE. VIE creditors have no recourse against our general credit. The following table presents the assets and liabilities of consolidated VIEs that were included in our Consolidated Balance Sheets. The assets in the below table may only be used to settle obligations of consolidated VIEs and were in excess of those obligations as of the dates presented. Additionally, the assets and liabilities in the table below exclude intercompany balances, which eliminate upon consolidation:
___________________ (1)Debt is presented net of debt issuance costs and debt discounts. Nonconsolidated VIEs We have created and designed personal 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. We define an insignificant financial interest as less than 10% of the expected gains and losses of the VIE. 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 VIE is limited to our 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. Personal Loans We established one and seven personal loan trusts during the years ended December 31, 2020 and 2019, respectively, that were not consolidated as of the respective balance sheet date. As of December 31, 2020 and 2019, we had investments in nine and thirteen nonconsolidated personal loan VIEs, respectively. We did not provide financial support to any personal loan trusts beyond our initial equity investment during any of the periods presented. We deconsolidated three VIEs during the year ended December 31, 2020, which were originally consolidated in 2017. We deconsolidated six VIEs during the year ended December 31, 2019, which were also created during 2019. Student Loans We established four and nine student loan trusts during the years ended December 31, 2020 and 2019, respectively, that were not consolidated as of the respective balance sheet date. As of both December 31, 2020 and 2019, we had investments in 20 nonconsolidated student loan VIEs. We did not provide financial support to the student loan trusts beyond our initial equity investment during any of the periods presented. We consolidated one VIE during the year ended December 31, 2020 that was also deconsolidated during the year. There were no VIEs deconsolidated during the years ended December 31, 2019 and 2018. The following table presents the aggregate outstanding value of asset-backed bonds and residual interests owned by the Company in nonconsolidated VIEs, which were included in our Consolidated Balance Sheets:
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Transfers of Financial Assets |
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Mar. 31, 2021 |
Dec. 31, 2020 |
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| Transfers and Servicing [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Transfers of Financial Assets | 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. When a transfer of financial assets qualifies as a sale, in many instances we have continued 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 continued 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 have no repurchase requirements related to transfers of personal loans, student loans and non-FNMA home loans other than standard origination representations and warranties, for which we record a liability based on expected repurchase obligations. For FNMA home loans, we have customary FNMA repurchase requirements, which do not constrain sale treatment but result in a liability for the expected repurchase requirement. The following table summarizes the loan securitization transfers qualifying for sale accounting treatment for the periods indicated. There were no home loan securitization transfers qualifying for sale accounting treatment during either of the periods presented and no personal loan securitization transfers qualifying for sale accounting treatment during the three months ended March 31, 2021.
_____________________ (1)Deconsolidation of debt reflects the impacts of previously consolidated VIEs that became deconsolidated during the period because we no longer held a significant financial interest in the underlying securitization entity. See Note 4 for further discussion of deconsolidations. The gain from loan sales excludes losses from deconsolidations of $5.1 million for the three months ended March 31, 2020, which are presented in noninterest income — securitizations in the Unaudited Condensed Consolidated Statements of Comprehensive Loss. The following table summarizes the whole loan sales for the periods indicated:
The following table presents information as of the dates indicated about the unpaid principal balances of transferred loans that are not recorded in our Unaudited Condensed Consolidated Balance Sheets, but with which we have a continuing involvement through our servicing agreements:
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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. When a transfer of financial assets qualifies as a sale, in many instances we have continued 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 continued 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 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 have no repurchase requirements related to transfers of personal loans, student loans and non-FNMA home loans other than standard origination representations and warranties, for which we record a liability based on expected repurchase obligations. For FNMA home loans, we have customary FNMA repurchase requirements, which do not constrain sale treatment but result in a liability for the expected repurchase requirement. Finally, in participating interest transactions, we strictly maintain a pro rata ownership in a pool of loans, but we have no other power over the remaining participating interests or exposure to any other variability. The following table summarizes the loan securitization transfers qualifying for sale accounting treatment for the years presented. There were no loan securitization transfers qualifying for sale accounting treatment of home loans during any of the years presented.
_____________________ (1)Deconsolidation of debt reflects the impacts of previously consolidated VIEs that became deconsolidated during the period because we no longer held a significant financial interest in the underlying securitization entity. See Note 5 for further discussion of deconsolidations. The following table summarizes the whole loan sales for the years presented:
The following table summarizes our participating interest sales, which were limited to student loan transactions during the year ended December 31, 2018. We did not have any participating interest sales during the years ended December 31, 2020 and 2019. Our participating interest in the transferred loans is presented within loans in our Consolidated Balance Sheets.
The following table presents information as of the dates indicated about the unpaid principal balances of transferred loans that are not recorded in our Consolidated Balance Sheets, but with which we have a continuing involvement through our servicing agreements:
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Accounts Receivable |
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Mar. 31, 2021 |
Dec. 31, 2020 |
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| Receivables [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Accounts Receivable | Accounts Receivable We measure our allowance for credit losses on accounts receivable, which primarily relates to Galileo, under ASC 326. 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. For our accounts receivable, we used an aging method and historical loss rates as a basis for estimating the percentage of current and delinquent accounts receivable balances that will result in credit losses. We considered the conditions at the measurement date and reasonable and supportable forecasts about future conditions to consider if adjustments to the historical loss rate were warranted. Given our methods of collecting funds on our receivables, and that we have not observed meaningful changes in our customers’ payment behavior, we determined that our historical loss rates remain most indicative of our lifetime expected losses. Accounts receivable balances, net of allowance for credit losses, are recorded within other assets in the Unaudited Condensed Consolidated Balance Sheets. The following table summarizes the activity in the balance of allowance for credit losses on accounts receivable during the period indicated. There was no activity in the balance of allowance for credit losses on accounts receivable during the three months ended March 31, 2020.
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Accounts Receivable We measure our allowance for credit losses on accounts receivable, which relates to Galileo, under ASC 326, which we adopted on January 1, 2020. Given our methods of collecting funds on servicing receivables, our historical experience of no write offs, and that we have not observed meaningful changes in our counterparties’ abilities to pay, we determined that the exposure to credit losses on servicing related receivables was immaterial. For our accounts receivable, we used an aging method and historical loss rates as a basis for estimating the percentage of current and delinquent accounts receivable balances that will result in credit losses. We considered the conditions at the measurement date and reasonable and supportable forecasts about future conditions to consider if adjustments to the historical loss rate were warranted. Given our methods of collecting funds on our receivables, and that we have not observed meaningful changes in our customers’ payment behavior, we determined that our historical loss rates remain most indicative of our lifetime expected losses. Accounts receivable balances, net of allowance for credit losses, are recorded within other assets in the Consolidated Balance Sheets. The following table summarizes the activity in the balance of allowance for credit losses during the year indicated:
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Fair Value Measurements |
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| Fair Value Disclosures [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Fair Value Measurements | FAIR VALUE MEASUREMENTS The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2021 and December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
__________________ (1)The fair value of the marketable securities held in Trust account approximates the carrying amount primarily due to their short-term nature. (2)Measured at fair value on a recurring basis. Warrants The Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the condensed consolidated balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the condensed consolidated statement of operations. The Warrants are measured at fair value on a recurring basis. The measurement of the Public Warrants is classified as Level 1 due to the use of an observable market quote in an active market under the ticker IPOE.WS. As the transfer of Private Placement Warrants to anyone outside of a small group of individuals who are permitted transferees would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant, with an insignificant adjustment for short-term marketability restrictions. As such, the Private Placement Warrants are classified as Level 2. Fair Value MeasurementsThe following table summarizes, by level within the fair value hierarchy, the carrying amounts and estimated fair values of our assets and liabilities measured at fair value on a recurring basis, measured at fair value on a nonrecurring basis, or disclosed, but not carried, at fair value in the Unaudited Condensed Consolidated Balance Sheets as of the dates presented.
_____________________ (1)Disclosed, but not carried, at fair value. The carrying value of our debt is net of unamortized discounts and debt issuance costs. The fair values of our warehouse facility debt, revolving credit facility debt and financing arrangements assumed in the Galileo acquisition were based on market factors and credit factors specific to us. The securitization debt was valued using a discounted cash flow model, with key inputs relating to the underlying contractual coupons, terms, discount rate and expectations for defaults and prepayments. 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)Measured at fair value on a recurring basis. (3)Measured at fair value on a nonrecurring basis. (4)Derivative assets and derivative liabilities classified as Level 1 are based on broker quotes in active markets and represent economic hedges of loan fair values. Gross derivative assets and liabilities included herein are subject to master netting arrangements. See Note 1 for additional information on our master netting arrangements, including the amounts netted against these gross derivative assets and liabilities. (5)Interest rate lock commitments are classified as Level 3 because of our reliance on an assumed loan funding probability, which is based on our internal historical experience with home loans similar to those in the pipeline on the measurement date. (6)Interest rate swaps 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. Interest rate swaps are valued using the three-month LIBOR swap yield curve, which is an observable input from an active market. (7)These assets represent the carrying value of our holdings in VIEs wherein we were not deemed the primary beneficiary. As we do not provide financial support beyond our initial equity investment, our maximum exposure to loss as a result of our involvement with nonconsolidated VIEs is limited to the investment amount. See Note 4 for additional information. (8)See Note 9 for additional information on our warrant liabilities, including inputs to the valuation. (9)ETF short positions classified as Level 1 are based on quoted prices in actively traded markets and serve as an economic hedge to our non-securitization investments in exchange-traded funds. Loans The following key unobservable assumptions were used in the fair value measurement of our loans as of the dates indicated:
The key assumptions included in the above table 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. •Discount rate — The weighted average rate at which the expected cash flows are discounted to arrive at the net present value of the loans. 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 3 for additional loan fair value disclosures. Servicing Rights Servicing rights for student loans and personal 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, 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 as of the dates presented:
The key assumptions included in the above table are defined as follows: •Market servicing costs — The fee a willing market participant, which we validate through actual third-party bids for our servicing, would require for the servicing of student loans, home loans and personal loans with similar characteristics as those in our serviced portfolio. 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. The following table presents the estimated decrease to the fair value of our servicing rights as of the dates indicated if the key assumptions had each of the below adverse changes:
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. The following table presents the changes in the Company’s servicing rights, which are measured at fair value on a recurring basis. Servicing rights are initially measured at fair value and recognized as a component of the gain or loss from sales of loans and the initial capitalization is reported within noninterest income — loan origination and sales in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. Subsequent changes in the fair value of servicing rights are reported within noninterest income — servicing in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.
Asset-Backed Bonds The fair value of asset-backed bonds is determined using a discounted cash flow methodology. Management classifies asset-backed bonds as Level 2 due to the use of quoted prices for similar assets in markets that are not active, as well as certain factors specific to us. The following key inputs were used in the fair value measurement of our asset-backed bonds as of the dates indicated:
As of the dates indicated, 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, by design, are expected to absorb all estimated losses based on our default assumptions for the respective periods. 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 as of the dates indicated:
The key assumptions included in the above table 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. •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. The following table presents the changes in the residual investments and residual interests classified as debt, which are both measured at fair value on a recurring basis. We record changes in fair value within noninterest income — securitizations in the Unaudited 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.
Instrument-Specific Credit Risk The change in the fair value of certain financial instruments measured at fair value using the fair value option that resulted from instrument-specific credit risk was as follows during the periods indicated:
The changes in the fair values attributable to instrument-specific credit risk were estimated by incorporating the Company’s current default and loss severity assumptions for the financial instruments included in the table above. These assumptions are based on historical performance, market trends and performance expectations over the term of the underlying instrument. Interest Rate Lock Commitments As part of our home loan origination activities, we commit to interest rate terms prior to completing the home loan origination process. These interest rate commitments are “locked”, despite changes in interest rates between the time of home loan application approval and loan closure. Given that a home loan origination is contingent on a plethora of factors, our IRLCs are inherently uncertain. We account for the probability of honoring an IRLC using an assumed loan funding probability, which is the percentage likelihood that an approved loan application will close based on historical experience. 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. Our key valuation input was as follows as of the dates indicated:
The key assumption included in the above table is defined as follows: •Loan funding probability — Our expectation of the percentage of IRLCs which will become funded loans. An increase in the loan funding probability, in isolation, would result in an increase in a fair value measurement. The weighted average assumption was weighted based on relative fair value. The following table presents the changes in our IRLCs, which are measured at fair value on a recurring basis. Changes in the fair value of IRLCs are recorded within noninterest income — loan origination and sales in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.
___________________ (1)Funded and unfunded loan fair value adjustments represent the unpaid principal balance of funded and unfunded loans, respectively, multiplied by the IRLC price in effect at the beginning of each quarter. Non-Securitization Investments Non-securitization investments — ETFs include investments in exchange-traded funds and are measured at fair value on a recurring basis using the net asset value expedient in accordance with ASC 820 and are presented within other assets in the Unaudited Condensed Consolidated Balance Sheets. As of March 31, 2021 and December 31, 2020, we also had a non-securitization investment, which is presented within non-securitization investments — other, related to an investment for which fair value was not readily determinable, which we elected to measure using the measurement alternative method of accounting. Under the measurement alternative method, we measure the investment at cost, less any impairment and adjusted for changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer. The carrying value of the investment is presented within other assets in the Unaudited Condensed Consolidated Balance Sheets. Adjustments to the carrying value, such as impairments, are recognized within noninterest income — other in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. In the second quarter of 2020, we recorded an impairment charge of $803 and adjusted the carrying value of the investment accordingly, which was based on a discounted cash flow analysis, wherein we weighted different valuation scenarios with different assumed internal rates of return and time to liquidity events. In performing a qualitative impairment assessment, we determined that the carrying amount of the investment exceeded its fair value due to a significant decline in investee operating results relative to expectations, primarily as a result of the COVID-19 pandemic. The fair value measurement is classified within Level 3 of the fair value hierarchy due to the use of unobservable inputs in the fair value measurement.
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NOTE 9. FAIR VALUE MEASUREMENTS The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
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Fair Value Measurements The following table summarizes, by level within the fair value hierarchy, the carrying amounts and estimated fair values of our assets and liabilities measured at fair value on a recurring basis, measured at fair value on a nonrecurring basis, or disclosed, but not carried, at fair value in the Consolidated Balance Sheets as of the dates presented.
_____________________ (1)Disclosed, but not carried, at fair value. The carrying value of our debt is net of unamortized discounts and debt issuance costs. The fair values of our warehouse facility debt, revolving credit facility debt, seller note debt and other financing arrangements assumed in the Galileo acquisition were based on market factors and credit factors specific to us. The fair value of the seller note as of December 31, 2020 was determined to approximate our carrying value due to our ability to prepay the loan without penalty and the short term maturity of the note. The securitization debt was valued using a discounted cash flow model, with key inputs relating to the underlying contractual coupons, terms, discount rate and expectations for defaults and prepayments. 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. The fair value of our commercial loan was also determined to approximate our carrying value, as the loan was issued in the fourth quarter of 2020, was short-term in nature, and repaid in full in January 2021. (2)Measured at fair value on a recurring basis. (3)Measured at fair value on a nonrecurring basis. (4)Derivative assets classified as Level 1 are based on broker quotes in active markets and represent economic hedges of loan fair values. (5)Interest rate lock commitments are classified as Level 3 because of our reliance on an assumed loan funding probability, which is based on our internal historical experience with home loans similar to those in the pipeline on the measurement date. (6)Derivative liabilities classified as Level 1 are based on broker quotes in active markets and consist of economic hedges of loan fair values and certain non-securitization investments. (7)Interest rate swaps 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. Interest rate swaps are valued using the three-month LIBOR swap yield curve, which is an observable input from an active market. (8)Gross derivative assets and liabilities included herein are subject to master netting arrangements. See Note 1 for additional information on our master netting arrangements, including the amounts netted against these gross derivative assets and liabilities. (9)These assets represent the carrying value of our holdings in VIEs wherein we were not deemed the primary beneficiary. As we do not provide financial support beyond our initial equity investment, our maximum exposure to loss as a result of our involvement with nonconsolidated VIEs is limited to the investment amount. See Note 5 for additional information. (10)See Note 10 for additional information on our warrant liabilities, including inputs to the valuation. (11)ETF short positions classified as Level 1 are based on quoted prices in actively traded markets and serve as an economic hedge to our non-securitization investments in exchange-traded funds. Loans The following key unobservable assumptions were used in the fair value measurement of our loans as of the dates indicated:
The key assumptions included in the above table 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. •Discount rate — The weighted average rate at which the expected cash flows are discounted to arrive at the net present value of the loans. 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 for additional loan fair value disclosures. Servicing Rights Servicing rights for student loans and personal 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, 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 as of the dates presented:
The key assumptions included in the above table are defined as follows: •Market servicing costs — The fee a willing market participant, which we validate through actual third-party bids for our servicing, would require for the servicing of student loans, home loans and personal loans with similar characteristics as those in our serviced portfolio. 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. The following table presents the estimated decrease to the fair value of our servicing rights as of the dates indicated if the key assumptions had each of the below adverse changes:
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. The following table presents the changes in the Company’s servicing rights, which are measured at fair value on a recurring basis. Servicing rights are initially measured at fair value and recognized as a component of the gain or loss from sales of loans and the initial capitalization is reported within noninterest income — loan origination and sales in the Consolidated Statements of Operations and Comprehensive Income (Loss). Subsequent changes in the fair value of servicing rights are reported within noninterest income — servicing in the Consolidated Statements of Operations and Comprehensive Income (Loss).
Asset-Backed Bonds The fair value of asset-backed bonds is determined using a discounted cash flow methodology. Management classifies asset-backed bonds as Level 2 due to the use of quoted prices for similar assets in markets that are not active, as well as certain factors specific to us. The following key inputs were used in the fair value measurement of our asset-backed bonds as of the dates indicated:
As of the dates indicated, 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, by design, are expected to absorb all estimated losses based on our default assumptions for the respective periods. 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 as of the dates indicated:
The key assumptions included in the above table 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. •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. The following table presents the changes in the residual investments and residual interests classified as debt, which are both measured at fair value on a recurring basis. We record changes in fair value within noninterest income — securitizations in the Consolidated Statements of Operations and Comprehensive Income (Loss), a portion of which is subsequently reclassified to interest expense — securitizations and warehouses for residual interests classified as debt and to interest income — securitizations for residual investments, but does not impact the liability or asset balance, respectively.
______________________ (1)Payments of residual investments included $8.4 million of residual investment sales made during the year ended December 31, 2020. (2)During the year ended December 31, 2020, includes a transfer from residual investments (Level 3) to asset-backed bonds (Level 2) associated with a repackaged securitization transaction in which we formed a new VIE and, in the process, exchanged our residual interest for an asset-backed bond interest. Instrument-Specific Credit Risk The change in the fair value of certain financial instruments measured at fair value using the fair value option that resulted from instrument-specific credit risk was as follows during the years indicated:
The changes in the fair values attributable to instrument-specific credit risk were estimated by incorporating the Company’s current default and loss severity assumptions for each above financial instrument. These assumptions are based on historical performance, market trends and performance expectations over the term of the underlying instrument. Interest Rate Lock Commitments As part of our home loan origination activities, we commit to interest rate terms prior to completing the home loan origination process. These interest rate commitments are “locked”, despite changes in interest rates between the time of home loan application approval and loan closure. Given that a home loan origination is contingent on a plethora of factors, our IRLCs are inherently uncertain. We account for the probability of honoring an IRLC using an assumed loan funding probability, which is the percentage likelihood that an approved loan application will close based on historical experience. A significant difference in the actual funded rate compared to the assumed funded rate at a measurement date could result in a significantly higher or lower fair value measurement. Our key valuation input was as follows as of the dates indicated:
The key assumption included in the above table is defined as follows: •Loan funding probability — Our expectation of the percentage of IRLCs which will become funded loans. An increase in the loan funding probability, in isolation, would result in an increase in a fair value measurement. The weighted average assumption was weighted based on relative fair value. The following table presents the changes in our IRLCs, which are measured at fair value on a recurring basis. Changes in the fair value of IRLCs are recorded within noninterest income — loan origination and sales in the Consolidated Statements of Operations and Comprehensive Income (Loss).
___________________ (1)Funded and unfunded loans fair value adjustments represent the unpaid principal balance of funded and unfunded loans, respectively, multiplied by the IRLC price in effect at the beginning of each quarter. Non-Securitization Investments Non-securitization investments — ETFs include investments in exchange-traded funds that were launched beginning in 2019 and are measured at fair value on a recurring basis using the net asset value expedient in accordance with ASC 820 and are presented within other assets in the Consolidated Balance Sheets. As of December 31, 2020 and 2019, we also had a non-securitization investment, which is presented within non-securitization investments — other, related to an investment for which fair value was not readily determinable, which we elected to measure using the measurement alternative method of accounting. Under the measurement alternative method, we measure the investment at cost, less any impairment and adjusted for changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer. The carrying value of the investment is presented within other assets in the Consolidated Balance Sheets. Adjustments to the carrying value, such as impairments, are recognized within noninterest income — other in the Consolidated Statements of Operations and Comprehensive Income (Loss). During the year ended December 31, 2020, we recorded an impairment charge of $803 and adjusted the carrying value of the investment accordingly, which was based on a discounted cash flow analysis, wherein we weighted different valuation scenarios with different assumed internal rates of return and time to liquidity events. In performing a qualitative impairment assessment, we determined that the carrying amount of the investment exceeded its fair value due to a significant decline in investee operating results relative to expectations, primarily as a result of the COVID-19 pandemic. The fair value measurement is classified within Level 3 of the fair value hierarchy due to the use of unobservable inputs in the fair value measurement. Non-securitization investments measured at fair value excludes our equity method investment in Apex, which is discussed further in Note 1.
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3 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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| Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Debt | Debt The following table summarizes the Company’s principal outstanding debt, debt discounts and debt issuance costs as of the dates indicated:
_________________ (1)As of March 31, 2021, and represents unpaid principal balances, with the exception of the risk retention warehouse facilities, which include securitization-related investments carried at fair value. In addition, certain securitization interests that eliminate in consolidation are pledged to risk retention warehouse facilities. (2)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. In instances where the related securitization was deconsolidated during the current period, the termination date is equivalent to our deconsolidation date. (3)There were no debt discounts issued during the three months ended March 31, 2021. (4)Financing was obtained for both asset-backed bonds and residual investments in various personal loan and student loan securitizations, and the underlying collateral are the underlying asset-backed bonds and residual investments. We only state capacity amounts in this table for risk retention facilities wherein we can pledge additional asset-backed bonds and residual investments as of March 31, 2021. (5)As of March 31, 2021, $6.0 million of the revolving credit facility total capacity was not available for general borrowing purposes because it was utilized to secure a letter of credit. Refer to our letter of credit disclosures in Note 14 for more details. (6)Part of our consideration to acquire Galileo was in the form of a seller note financing arrangement, which we paid off in February 2021. See Note 2 for additional information. We also assumed certain other financing arrangements resulting from our acquisition of Galileo. (7)Unused commitment fees ranging from 0 to 200 basis points (“bps”) on our various warehouse facilities are recognized as noninterest expense — general and administrative in our Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. “ML” stands for “Month LIBOR”. As of March 31, 2021, 1 ML and 3 ML was 0.11% and 0.19%, respectively. As of December 31, 2020, 1 ML and 3 ML was 0.14% and 0.24%, respectively. “PR” stands for “Prime Rate”. As of March 31, 2021 and December 31, 2020, PR was 3.25% and 3.25%, respectively. (8)This facility has a prime rate floor of 309 bps. (9)Warehouse facility incurs different interest rates on its two types of asset classes. One such class incurs interest based on a commercial paper rate (“CP”) rate, which is determined by the facility lender. As of March 31, 2021 and December 31, 2020, the CP rate for this facility was 0.22% and 0.25%, respectively. (10)Warehouse facility incurs interest based on a CP rate, which is determined by the facility lender. As of March 31, 2021 and December 31, 2020, the CP rate for this facility was 0.26% and 0.28%, respectively. (11)Warehouse facility incurs interest based on a CP rate, which is determined by the facility lender. As of March 31, 2021 and December 31, 2020, the CP rate for this facility was 0.22% and 0.25%, respectively. (12)Warehouse facility incurs interest based on a CP rate, which is determined by the facility lender. As of March 31, 2021, the CP rate for this facility was 0.12%. As of December 31, 2020, this facility incurred interest based on 1ML. (13)Warehouse facility incurs interest based on a CP rate, which is determined by the facility lender. As of March 31, 2021 and December 31, 2020, the CP rate for this facility was 0.22% and 0.25%, respectively. (14)Warehouse facility incurs interest based on a CP rate, which is determined by the facility lender. As of March 31, 2021, the CP rate for this facility was 0.22%. As of December 31, 2020, this facility incurred interest based on 3ML. (15)Interest rate presented represents the interest rate on standard withdrawals on our revolving credit facility, while same-day withdrawals incur interest based on PR. Material Changes to Debt Arrangements During the three months ended March 31, 2021, we paid off the seller note issued in 2020 for a total payment of $269.9 million, consisting of outstanding principal of $250,000 and accrued interest of $19,864, as well as opened one risk retention warehouse facility. The total accrued interest payable on our debt as of March 31, 2021 and December 31, 2020 was $2,856 and $19,817, respectively, and was included as a component of accounts payable, accruals and other liabilities in the Unaudited Condensed Consolidated Balance Sheets. 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 cash and cash equivalents, and (iii) a maximum leverage ratio of total debt to tangible net worth. Our debt covenants can lead to restricted cash classifications in our Unaudited 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 required per each agreement as of each balance sheet date presented. We act as a guarantor for our wholly-owned subsidiaries in several arrangements in the case of default. As of March 31, 2021, we have not identified any risks of nonpayment by our wholly-owned subsidiaries.
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Debt The following table summarizes the Company’s principal outstanding debt, debt discounts and debt issuance costs as of the dates indicated:
_________________ (1)As of December 31, 2020, and represents unpaid principal balances, with the exception of the risk retention warehouse facilities, which include securitization-related investments carried at fair value. In addition, certain securitization interests that eliminate in consolidation are pledged to risk retention warehouse facilities. (2)Unused commitment fees ranging from 0 to 200 bps on our various warehouse facilities are recognized as noninterest expense — general and administrative in our Consolidated Statements of Operations and Comprehensive Income (Loss). “ML” stands for “Month LIBOR”. As of December 31, 2020, 1 ML and 3 ML was 0.14% and 0.24%, respectively. As of December 31, 2019, 1 ML and 3 ML was 1.76% and 1.91%, respectively. “PR” stands for “Prime Rate”. As of December 31, 2020 and 2019, PR was 3.25% and 4.75%, respectively. Our total weighted average effective interest rate for the years ended December 31, 2020 and 2019 was 3.18% and 4.12%, respectively. (3)For the 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. In instances where the related securitization was deconsolidated during the current period, the termination date is equivalent to our deconsolidation date. (4)There were $2,953 and $1,431 of debt discounts issued during the years ended December 31, 2020 and 2019, respectively. (5)Financing was obtained for both asset-backed bonds and residual investments in various personal and student loan securitizations, and the underlying collateral are the underlying asset-backed bonds and residual investments. We only state capacity amounts in this table for risk retention facilities wherein we can pledge additional asset-backed bonds and residual investments as of December 31, 2020. (6)As of December 31, 2020, $6.0 million of the revolving credit facility total capacity was not available for general borrowing purposes because it was utilized to secure a letter of credit. Refer to our letter of credit disclosures in Note 15 for more details. (7)Interest rate presented represents the interest rate on standard withdrawals on our revolving credit facility, while same-day withdrawals incur interest based on PR. (8)Part of our consideration to acquire Galileo was in the form of a seller note financing arrangement, which is prepayable without penalty. See Note 2 for additional information. We also assumed certain other financing arrangements resulting from our acquisition of Galileo. (9)Warehouse facility incurs different interest rates on its two types of asset classes. One such class incurs interest based on a commercial paper rate (“CP”) rate, which is determined by the facility lender. As of December 31, 2020, the CP rate for this facility was 0.25%. As of December 31, 2019, this warehouse incurred interest based on 3 ML. (10)Warehouse facility incurs interest based on a CP rate, which is determined by the facility lender. As of December 31, 2020, the CP rate for this facility was 0.28%. (11)Warehouse facility incurs interest based on a CP rate, which is determined by the facility lender. As of December 31, 2020, the CP rate for this facility was 0.25%. (12)This facility has a prime rate floor of 309 bps. Material Changes to Debt Arrangements During the year ended December 31, 2020, we: •opened three loan warehouse facilities that had an aggregate maximum available capacity of $900,000, as well as two risk retention warehouse facilities; •closed two loan warehouse facilities that had an aggregate maximum available capacity of $225,000; •consolidated one student loan securitization, which resulted in gross debt issued of $458,375, which was later deconsolidated during the period resulting in the deconsolidation of debt of $458,375; •deconsolidated three personal loan securitizations, which were originally consolidated in 2017, resulting in the deconsolidation of debt of $312,543; and •issued a seller note with a principal balance of $250,000 in connection with our acquisition of Galileo. During the year ended December 31, 2019, we: •opened four warehouse facilities that had an aggregate maximum available capacity of $650,000; •closed two warehouse facilities that had an aggregate maximum available capacity of $147,000; and •consolidated eight personal loan securitizations, which resulted in gross debt issued of $1,739,106, of which six securitizations were deconsolidated during the year resulting in the deconsolidation of debt of $1,366,992. One securitization was called and dissolved in May 2019, resulting in the retirement of debt of $23,205 during the year ended December 31, 2019. The total accrued interest payable on our debt as of December 31, 2020 and 2019 was $19,817 and $5,872, respectively, and was included as a component of accounts payable, accruals and other liabilities in the Consolidated Balance Sheets. 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 cash and cash equivalents, and (iii) a maximum leverage ratio of total debt to tangible net worth. Our debt covenants can lead to restricted cash classifications in our 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 required per each agreement as of each balance sheet date presented. We act as a guarantor for our wholly-owned subsidiaries in several arrangements in the case of default. As of December 31, 2020, we have not identified any risks of nonpayment by our wholly-owned subsidiaries. Maturities of Borrowings As of December 31, 2020, future maturities of our outstanding debt with scheduled payments, which included our revolving credit facility, seller note and other financings obtained in connection with our acquisition of Galileo, were as follows:
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Temporary Equity |
3 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2021 |
Dec. 31, 2020 |
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| Temporary Equity Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Temporary Equity | Temporary Equity The following table summarizes the original issuance price per share and authorized and outstanding number of shares of redeemable preferred stock as of the dates indicated:
The original issuance price excludes any applicable discounts and the cost of issuance. Any shares of redeemable preferred stock that are redeemed, converted, purchased or acquired by the Company may be reissued, except as restricted by law or contract. Recent Issuances and Redemptions During December 2020, we exercised a call and redeemed 15,097,587 shares of redeemable preferred stock consisting of: 10,558,256 shares of Series B; 1,042,462 shares of Series D; 220,814 shares of Series E and 3,276,055 shares of Series F. The amount payable resulted in a reduction to redeemable preferred stock of $80,201 for the redeemable preferred stock balance at the time of the exercise. The shares were retired upon receipt. The cash payment for the redeemed preferred shares was made in January 2021. See Note 13 for additional information. In May 2020, the Company issued 52,743,298 shares of Series H-1 redeemable preferred stock as a component of the purchase consideration for the acquisition of Galileo at a fair value of $814,156. See Note 2 for additional information on the acquisition. Series 1 Preference and Rights SoFi is party to the Series 1 Preferred Stock Investors’ Agreement (the “Series 1 Agreement”), dated as of May 29, 2019, with certain holders of its capital stock, including (i) entities affiliated with Silver Lake, which is affiliated with Michael Bingle, one of the directors of SoFi, (ii) entities affiliated with QIA, which is affiliated with Ahmed Al-Hammadi, one of the directors of SoFi, and (iii) Mr. Noto, the Chief Executive Officer and one of the directors of SoFi. The agreement provides holders of the Series 1 preferred stock, who also hold Series H Preferred Stock (the “Series 1 Holders”), upon request by QIA, with certain registration rights, provides for certain shelf registration filing obligations by SoFi and limits the future registration rights that SoFi may grant other parties, contains financial and other covenants, and provides for information rights and special payment rights, among other rights, as discussed further below. The Series 1 redeemable preferred stock has no stated maturity. However, the Series 1 redeemable preferred shares have limited price protection in the instance that the Company liquidates, finalizes an initial public offering (“IPO”), or sells control of the Company to a third party. In the instance where the Company enters one of the foregoing transaction types during a period commencing on May 29, 2020 and ending one year later, if the Company does not achieve an IPO or sales price of $19.30 per share, then the Series 1 Holders have a right to a special payment for the difference between $19.30 and $15.44 per share (the “Special Payment”). We evaluated the Special Payment provision and determined that the special payment feature was an embedded derivative that was not clearly and closely related to the host contract, and therefore should be accounted for as a derivative liability when the special payment becomes payable. In the event that a Special Payment event were to trigger a Special Payment becoming payable, it would be recognized within noninterest expense — general and administrative in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. Additionally, subsequent to an IPO or change of control event (collectively, a “Change of Control”), within 120 days after the first date on which such Change of Control has occurred, each Series 1 Holder will have the right to require the Company, at the Series 1 Holder’s election, to purchase for cash some or all of the shares of Series 1 redeemable preferred stock held by such Series 1 Holder on the Change of Control put date at a redemption price in the amount of the initial Series 1 investment of $323.4 million. In conjunction with the Business Combination agreement in January 2021, the redeemable preferred stockholders waived their rights in the event of a liquidation, inclusive of the Series 1 Holders’ right to immediately receive the Series 1 proceeds of $323.4 million. The redeemable preferred stock redemption value will remain at $323.4 million, and all other material rights will remain the same, with the exception of added voting rights and the former liquidation provision triggered by an IPO is no longer of any effect. As such, the Series 1 redeemable preferred stock will remain in temporary equity following the Business Combination because the Series 1 redeemable preferred stock is not fully controlled by SoFi. Additionally, in conjunction with the Business Combination, the Special Payment provision from our 2019 Series 1 Investor Agreement was amended. In accordance with the Merger Agreement, the amended Series 1 Investor Agreement provided for a special distribution of $21.2 million to Series 1 investors, which was paid from the proceeds of the Business Combination and settled contemporaneously with the Business Combination. The Special Payment will be recognized within noninterest expense — general and administrative in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss, because this feature will be accounted for as an embedded derivative, which is not clearly and closely related to the host contract, and have no subsequent impact on our consolidated financial results. Dividends The following summarizes the dividend provisions of each series of redeemable preferred stock (excluding Series 1, which is discussed separately below). The per-share amounts below are applied to the outstanding redeemable preferred shares then held by each Series at the time of the dividend declaration (if any). In the event dividends are declared, the below stated dividends are received in parity with each other, and prior and in preference to any dividends paid to Series C redeemable preferred shares or any class of common shares.
____________________ (1)Series C redeemable preferred shares do not have a stated dividend. With respect to the series of redeemable preferred stock presented in the table above, no dividends were declared or paid during the three months ended March 31, 2021 and 2020. All such dividends per share are non-cumulative and non-mandatory. Series 1 redeemable preferred stock are entitled to receive cumulative cash dividends from and including the closing date of May 29, 2019 (“Closing Date”) at a fixed rate equal to $12.50 per annum per share, or 12.5% of the Series 1 redeemable preferred share price of $100.00 (“Series 1 Dividend Rate”). The Series 1 Dividend Rate resets to a new fixed rate on the fifth anniversary of the Closing Date and on every one-year anniversary of the Closing Date subsequent to the fifth anniversary of the Closing Date (“dividend reset date”), equal to six-month LIBOR as in effect on the second London banking day prior to such dividend reset date plus a spread of 9.94% per annum. During the three months ended March 31, 2021 and 2020, the Series 1 preferred stockholders were entitled to dividends of $9,968 and $10,106, respectively, which reflected the Series 1 Dividend Rate of $12.50 per annum per share of Series 1 preferred stock. Dividends payable as of March 31, 2021 were $9,968. There were no dividends payable as of December 31, 2020. Dividends are payable semiannually in arrears on the 30th day of June and 31st day of December of each year, when and as authorized by the board of directors. The Company may defer any scheduled dividend payment for up to three semiannual dividend periods, subject to such deferred dividend accumulating and compounding at the applicable Series 1 Dividend Rate. If the Company defers any single scheduled dividend payment on the Series 1 redeemable preferred stock for four or more semiannual dividend periods, the Series 1 Dividend Rate applicable to (i) the compounding following the date of such default on all then-deferred dividend payments (whether or not deferred for four or more semiannual dividend periods) is applied on a go-forward basis and not retroactively, and (ii) new dividends declared following the date of such default and the compounding on such dividends if such new dividends are deferred shall be equal to the otherwise applicable Series 1 Dividend Rate plus 400 basis points. This default-related increase shall continue to apply until the Company pays all deferred dividends and related compounding. Once the Company is current on all such dividends, it may again commence deferral of any pre-scheduled dividend payment for up to three semiannual dividend periods, following the same procedure as outlined in the foregoing. There were no dividend deferrals during the three months ended March 31, 2021 and year ended December 31, 2020. Conversion In respect of every Series, other than Series 1, each redeemable preferred share automatically converts at the conversion rate then in effect into common stock upon a firm-commitment underwritten IPO of the Company’s common stock with an IPO not less than $17.06 per share (as adjusted for stock splits and the like) and aggregate cash proceeds of not less than $100.0 million. The common stock conversion prices for each series were as follows:
In respect of Series A, Series B, Series D, Series E, Series H and Series H-1 shares, each share is convertible at the option of the holder into common stock at a one-to-one conversion rate of the price per preferred share to its conversion price but is subject to adjustments for events of dilution. Series F and G conversion rates were lowered in 2019 in conjunction with the Series H preferred stock offering and, therefore, the conversion prices no longer equal their respective prices per preferred share. Automatic conversion into common stock will occur upon written consent of a majority of Series A and Series B holders (voting as a single class), Series D holders (voting as a single class), Series E holders (voting as a single class), Series F holders (voting as a single class), Series G holders (voting as a single class), Series H (voting as a single class) and Series H-1 (voting as a single class). In respect of Series C shares, each share is convertible at the option of the holder into non-voting common stock at a one-to-one conversion rate of $1.00 per redeemable preferred share to its conversion price. Automatic conversion into non-voting common stock will occur upon the conversion of all Series A and Series B shares into common stock. Liquidation In the event of any liquidation, dissolution, merger or consolidation (resulting in the common and preferred stockholders’ loss of a collective 50% or more ownership in the Company), disposition or transfer of assets, or winding up of the Company, whether voluntary or involuntary (a “Liquidation Event”), the following summarizes the preference of each series of redeemable preferred stock: In respect to all redeemable preferred stock, the preference is equal to an amount per share equal to the original issue price per share, and Series 1 has priority over all other redeemable preferred stock classes. If, upon the Liquidation Event, the assets and funds are insufficient to permit payment of all outstanding preferences, the Company’s entire assets and funds will be distributed ratably among the redeemable preferred stockholders following the holders’ liquidation preferences (after the Series 1 liquidation preference is fully satisfied). The various liquidation preferences (redemption amounts) are itemized below:
Settlement Rights The Series 1 redeemable preferred stock is redeemable at SoFi’s option in certain circumstances. SoFi may, at any time but no more than three times, at its option, settle the Series 1 redeemable preferred stock, in whole or in part, but if in part, in an amount no less than one-third of the total amount of Series 1 redeemable preferred stock originally issued or the remainder of Series 1 redeemable preferred stock outstanding (the “Minimum Redemption Amount”). In addition, SoFi may settle the Series 1 redeemable preferred stock in whole or in part (subject to the Minimum Redemption Amount) in the event of a liquidation transaction or a direct sale of control transaction by a majority of SoFi’s stockholders, or within 120 days of (i) an IPO, or (ii) following an IPO, a change of control of SoFi, each of which would result in a payment of the initial purchase price of the Series 1 shares of $323.4 million plus any unpaid dividends on the Series 1 redeemable preferred stock and any special payment due under the Series 1 investor agreement (whether deferred or otherwise) (the “Series 1 Redemption Price”). Such settlement is determined at the discretion of the board of directors. If the Series 1 redeemable preferred stock is not earlier redeemed by SoFi as described in the preceding paragraph, the holders of Series 1 redeemable preferred stock have the right to force SoFi to settle their Series 1 redeemable preferred stock in the following circumstances: (i) upon a change of control of SoFi following an IPO, or (ii) during the six-month period following (a) a default in payment of any dividend on the Series 1 redeemable preferred stock, or (b) the cure period for any covenant default under the Series 1 investor agreement, in each case at the Series 1 Redemption Price. All other preferred stock is convertible in the case of an IPO into common stock at defined conversion prices as disclosed above, but there is no stated term for settling the liquidation preference for all other Series of preferred stock. Voting Rights Series A and Series B together have the right to elect one member of the board of directors provided the number of shares outstanding is at least 14,000,000. Series D and Series E together have the right to elect one member of the board of directors provided the number of shares outstanding is at least 14,000,000. Series F holders have the right to elect one member of the board of directors provided the number of shares outstanding is at least 7,000,000. Series G holders have the right to elect one member of the board of directors provided the number of shares outstanding is at least 3,000,000. Series H holders have the right to elect one member of the board of directors provided the number of shares outstanding is at least 1,396,717. The Series C, Series 1 and Series H-1 holders do not have explicit Board rights per our current Articles of Incorporation. Warrants In connection with the Series 1 and Series H redeemable preferred stock issuances during the year ended December 31, 2019, we also issued 6,983,585 Series H warrants, which were accounted for as liabilities in accordance with ASC 480, Distinguishing Liabilities from Equity, and were included within accounts payable, accruals and other liabilities in the Unaudited Condensed Consolidated Balance Sheets. At inception, we allocated $22.3 million of the $539.0 million of proceeds we received from the Series 1 and Series H preferred stock issuances to the Series H warrants, with such valuation determined using the Black-Scholes Model, in order to establish an initial fair value for the Series H warrants. The remaining proceeds were allocated to the Series 1 and Series H preferred stock balances based on their initial relative fair values. The Series H warrants are subsequently measured at fair value on a recurring basis and are classified as Level 3 because of our reliance on unobservable assumptions, with fair value changes recognized within noninterest expense — general and administrative in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. The key inputs into our Black-Scholes Model valuation were as follows at inception and as of the dates indicated:
The Company’s use of the Black-Scholes Model requires the use of subjective assumptions: •The risk-free interest rate assumption was initially based on the five-year U.S. Treasury rate, which was commensurate with the expected term of the warrants. The warrants automatically convert into Series H redeemable shares at the later of an IPO or five years from the issuance date of the warrants (May 29, 2019). At inception, we assumed that the term would be five years, given by design the warrants were only expected to extend for greater than five years if the Company was still not publicly traded by that point in time. The expected term assumption used reflects the five-year term less time elapsed since initial measurement. An increase in the expected term, in isolation, would typically correlate to a higher risk-free interest rate and result in an increase in the fair value measurement of the warrant liabilities and vice versa. See below for a development in connection with the Business Combination. •The expected volatility assumption for the initial measurement was based on the volatility of our common stock and adjusted for the reduced volatility inherent in redeemable preferred stock, given the Series H liquidity preference. As of each subsequent measurement date presented above, we updated our expected volatility assumptions to reflect the expectation that the Series H warrants will convert into common stock upon consummation of the Business Combination, and the Series H preference would be of no further effect, in which case the Series H preference would not have a material impact on the stock volatility measure. As such, the expected volatility assumptions reflect our common stock volatility as of March 31, 2021 and December 31, 2020. An increase in the expected volatility, in isolation, would result in an increase in the fair value measurement of the warrant liabilities and vice versa. •The initial fair value of the Series H redeemable preferred stock was based on the purchase price of the Series H redeemable preferred stock, which was contemporaneous with the issuance of the warrants. The fair value measurement of the Series H redeemable preferred stock as of December 31, 2020 was informed from a common stock transaction during December 2020 at a price of $18.43 per common share. We determined that this common stock transaction was a reasonable proxy for the valuation of the Series H redeemable preferred stock as of December 31, 2020 due to the proximity to an expected Business Combination; therefore, no further adjustments were made for the Series H concluded price per share. As of March 31, 2021, the fair value measurement of the Series H redeemable preferred stock was determined based on the observable closing price of SCH’s stock (ticker symbol “IPOE”) on the measurement date multiplied by the weighted average exchange ratio of the Series H preferred stock. •We assumed no dividend yield because we have historically not paid out dividends to our existing redeemable preferred stockholders, other than to the Series 1 redeemable preferred stockholders, which is considered a special circumstance. At inception of the warrants, we allocated the remaining net proceeds of $514.3 million from the combined Series H and Series 1 redeemable preferred stock offering to the Series H and Series 1 redeemable preferred stock balances in proportion to their relative fair values. This resulted in an initial allocation of $193.9 million and $320.4 million to the Series H and Series 1 redeemable preferred stock, respectively. The following table presents the changes in the fair value of warrant liabilities:
___________________ (1)Changes in valuation inputs or other assumptions are recognized in noninterest expense — general and administrative in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.
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Temporary Equity The following table summarizes the original issuance price per share and authorized and outstanding number of shares of redeemable preferred stock as of the dates indicated:
The original issuance price excludes any applicable discounts and the cost of issuance. Any shares of redeemable preferred stock that are redeemed, converted, purchased or acquired by the Company may be reissued, except as restricted by law or contract. Recent Issuances and Redemptions During December 2020, we exercised a call and redeemed 15,097,587 shares of redeemable preferred stock consisting of: 10,558,256 shares of Series B; 1,042,462 shares of Series D; 220,814 shares of Series E and 3,276,055 shares of Series F. The amount payable resulted in a reduction to redeemable preferred stock of $80,201 for the redeemable preferred stock balance at the time of the exercise. The shares were retired upon receipt. See Note 14 for additional information. In May 2020, the Company issued 52,743,298 shares of Series H-1 redeemable preferred stock as a component of the purchase consideration for the acquisition of Galileo at a fair value of $814,156. See Note 2 for additional information on the acquisition. In May 2019, the Company issued 13,967,169 shares of Series H and 3,234,000 shares of Series 1 redeemable preferred stock. The Company received $539.0 million of gross proceeds in connection with this redeemable preferred stock offering, which was reduced by $2.4 million of direct costs. In October 2019, the Company issued an additional 2,257,365 shares of Series H preferred stock. The Company received $34.8 million of gross proceeds in connection with this redeemable preferred stock offering and had no direct costs associated with the offering. Series 1 Preference and Rights SoFi is party to the Series 1 Preferred Stock Investors’ Agreement (the “Series 1 Agreement”), dated as of May 29, 2019, with certain holders of its capital stock, including (i) entities affiliated with Silver Lake, which is affiliated with Michael Bingle, one of the directors of SoFi, (ii) entities affiliated with QIA, which is affiliated with Ahmed Al-Hammadi, one of the directors of SoFi, and (iii) Mr. Noto, the Chief Executive Officer and one of the directors of SoFi. The agreement provides holders of the Series 1 preferred stock, who also hold Series H Preferred Stock (the “Series 1 Holders”), upon request by QIA, with certain registration rights, provides for certain shelf registration filing obligations by SoFi and limits the future registration rights that SoFi may grant other parties, contains financial and other covenants, and provides for information rights and special payment rights, among other rights, as discussed further below. The Series 1 redeemable preferred stock has no stated maturity. However, the Series 1 redeemable preferred shares have limited price protection in the instance that the Company liquidates, finalizes an initial public offering (“IPO”), or sells control of the Company to a third party. In the instance where the Company enters one of the foregoing transaction types during a period commencing on May 29, 2020 and ending one year later, if the Company does not achieve an IPO or sales price of $19.30 per share, then the Series 1 Holders have a right to a special payment for the difference between $19.30 and $15.44 per share (the “Special Payment”). We evaluated the Special Payment provision and determined that the special payment feature was an embedded derivative that was not clearly and closely related to the host contract, and therefore should be accounted for as a derivative liability when the special payment becomes payable. In the event that a Special Payment event triggers a Special Payment becoming payable, it will be recognized within noninterest expense — general and administrative in the Consolidated Statements of Operations and Comprehensive Income (Loss). See Note 18 for discussion of an amendment to the Series 1 Investor Agreement subsequent to December 31, 2020 and the expected accounting treatment of the Special Payment upon completion of the Business Combination. Additionally, subsequent to an IPO or change of control event (collectively, a “Change of Control”), within 120 days after the first date on which such Change of Control has occurred, each Series 1 Holder will have the right to require the Company, at the Series 1 Holder’s election, to purchase for cash some or all of the shares of Series 1 redeemable preferred stock held by such Series 1 Holder on the Change of Control put date at a redemption price in the amount of the initial Series 1 investment of $323.4 million. See Note 18, wherein we discuss that the Series 1 Holders waived their rights to settlement of the initial Series 1 investment following the liquidation triggered by the consummation of the Business Combination, but the Series 1 redeemable preferred stock will remain in temporary equity following the Business Combination because the Series 1 redeemable preferred stock is not fully controlled by SoFi. Dividends The following summarizes the dividend provisions of each series of redeemable preferred stock (excluding Series 1, which is discussed separately below). The per-share amounts below are applied to the outstanding redeemable preferred shares then held by each Series at the time of the dividend declaration (if any). In the event dividends are declared, the below stated dividends are received in parity with each other, and prior and in preference to any dividends paid to Series C redeemable preferred shares or any class of common shares.
____________________ (1)Series C redeemable preferred shares do not have a stated dividend. With respect to the series of redeemable preferred stock presented in the table above, no dividends were declared or paid during the years ended December 31, 2020 and 2019. All such dividends per share are non-cumulative and non-mandatory. Series 1 redeemable preferred stock are entitled to receive cumulative cash dividends from and including the closing date of May 29, 2019 (“Closing Date”) at a fixed rate equal to $12.50 per annum per share, or 12.5% of the Series 1 redeemable preferred share price of $100.00 (“Series 1 Dividend Rate”). The Series 1 Dividend Rate resets to a new fixed rate on the fifth anniversary of the Closing Date and on every one-year anniversary of the Closing Date subsequent to the fifth anniversary of the Closing Date (“dividend reset date”), equal to six-month LIBOR as in effect on the second London banking day prior to such dividend reset date plus a spread of 9.94% per annum. During the years ended December 31, 2020 and 2019, we declared and paid dividends of $40,536 and $23,923, respectively, to our Series 1 preferred stockholders, which reflected the Series 1 Dividend Rate of $12.50 per annum per share of Series 1 preferred stock. There were no dividends payable as of December 31, 2020 and 2019. Dividends are payable semiannually in arrears on the 30th day of June and 31st day of December of each year, when and as authorized by the board of directors. The Company may defer any scheduled dividend payment for up to three semiannual dividend periods, subject to such deferred dividend accumulating and compounding at the applicable Series 1 Dividend Rate. If the Company defers any single scheduled dividend payment on the Series 1 redeemable preferred stock for four or more semiannual dividend periods, the Series 1 Dividend Rate applicable to (i) the compounding following the date of such default on all then-deferred dividend payments (whether or not deferred for four or more semiannual dividend periods) is applied on a go-forward basis and not retroactively, and (ii) new dividends declared following the date of such default and the compounding on such dividends if such new dividends are deferred shall be equal to the otherwise applicable Series 1 Dividend Rate plus 400 basis points. This default-related increase shall continue to apply until the Company pays all deferred dividends and related compounding. Once the Company is current on all such dividends, it may again commence deferral of any pre-scheduled dividend payment for up to three semiannual dividend periods, following the same procedure as outlined in the foregoing. There were no dividend deferrals during the years ended December 31, 2020 and 2019. Conversion In respect of every Series, other than Series 1, each redeemable preferred share automatically converts at the conversion rate then in effect into common stock upon a firm-commitment underwritten IPO of the Company’s common stock with an IPO not less than $17.06 per share (as adjusted for stock splits and the like) and aggregate cash proceeds of not less than $100.0 million. The common stock conversion prices for each series were as follows:
In respect of Series A, Series B, Series D, Series E, Series H and Series H-1 shares, each share is convertible at the option of the holder into common stock at a one-to-one conversion rate of the price per preferred share to its conversion price but is subject to adjustments for events of dilution. Series F and G conversion rates were lowered in 2019 in conjunction with the Series H preferred stock offering and, therefore, the conversion prices no longer equal their respective prices per preferred share. Automatic conversion into common stock will occur upon written consent of a majority of Series A and Series B holders (voting as a single class), Series D holders (voting as a single class), Series E holders (voting as a single class), Series F holders (voting as a single class), Series G holders (voting as a single class), Series H (voting as a single class) and Series H-1 (voting as a single class). In respect of Series C shares, each share is convertible at the option of the holder into non-voting common stock at a one-to-one conversion rate of $1.00 per redeemable preferred share to its conversion price. Automatic conversion into non-voting common stock will occur upon the conversion of all Series A and Series B shares into common stock. Liquidation In the event of any liquidation, dissolution, merger or consolidation (resulting in the common and preferred stockholders’ loss of a collective 50% or more ownership in the Company), disposition or transfer of assets, or winding up of the Company, whether voluntary or involuntary (a “Liquidation Event”), the following summarizes the preference of each series of redeemable preferred stock: In respect to all redeemable preferred stock, the preference is equal to an amount per share equal to the original issue price per share, and Series 1 has priority over all other redeemable preferred stock classes. If, upon the Liquidation Event, the assets and funds are insufficient to permit payment of all outstanding preferences, the Company’s entire assets and funds will be distributed ratably among the redeemable preferred stockholders following the holders’ liquidation preferences (after the Series 1 liquidation preference is fully satisfied). The various liquidation preferences (redemption amounts) are itemized below:
Settlement Rights The Series 1 redeemable preferred stock is redeemable at SoFi’s option in certain circumstances. SoFi may, at any time but no more than three times, at its option, settle the Series 1 redeemable preferred stock, in whole or in part, but if in part, in an amount no less than one-third of the total amount of Series 1 redeemable preferred stock originally issued or the remainder of Series 1 redeemable preferred stock outstanding (the “Minimum Redemption Amount”). In addition, SoFi may settle the Series 1 redeemable preferred stock in whole or in part (subject to the Minimum Redemption Amount) in the event of a liquidation transaction or a direct sale of control transaction by a majority of SoFi’s stockholders, or within 120 days of (i) an IPO, or (ii) following an IPO, a change of control of SoFi, each of which would result in a payment of the initial purchase price of the Series 1 shares of $323.4 million plus any unpaid dividends on the Series 1 redeemable preferred stock and any special payment due under the Series 1 investor agreement (whether deferred or otherwise) (the “Series 1 Redemption Price”). Such settlement is determined at the discretion of the board of directors. If the Series 1 redeemable preferred stock is not earlier redeemed by SoFi as described in the preceding paragraph, the holders of Series 1 redeemable preferred stock have the right to force SoFi to settle their Series 1 redeemable preferred stock in the following circumstances: (i) upon a change of control of SoFi following an IPO, or (ii) during the six-month period following (a) a default in payment of any dividend on the Series 1 redeemable preferred stock, or (b) the cure period for any covenant default under the Series 1 investor agreement, in each case at the Series 1 Redemption Price. All other preferred stock is convertible in the case of an IPO into common stock at defined conversion prices as disclosed above, but there is no stated term for settling the liquidation preference for all other Series of preferred stock. Refer to Note 18 for more details regarding the Series 1 redeemable preferred stock treatment in conjunction with the consummation of the Business Combination. Voting Rights Series A and Series B together have the right to elect one member of the board of directors provided the number of shares outstanding is at least 14,000,000. Series D and Series E together have the right to elect one member of the board of directors provided the number of shares outstanding is at least 14,000,000. Series F holders have the right to elect one member of the board of directors provided the number of shares outstanding is at least 7,000,000. Series G holders have the right to elect one member of the board of directors provided the number of shares outstanding is at least 3,000,000. Series H holders have the right to elect one member of the board of directors provided the number of shares outstanding is at least 1,396,717. The Series C, Series 1 and Series H-1 holders do not have explicit Board rights per our current Articles of Incorporation. Warrants In connection with the Series 1 and Series H redeemable preferred stock issuances during the year ended December 31, 2019, we also issued 6,983,585 Series H warrants, which were accounted for as liabilities in accordance with ASC 480, Distinguishing Liabilities from Equity, and were included within accounts payable, accruals and other liabilities in the Consolidated Balance Sheets. At inception, we allocated $22.3 million of the $539.0 million of proceeds we received from the Series 1 and Series H preferred stock issuances to the Series H warrants, with such valuation determined using the Black-Scholes Model, in order to establish an initial fair value for the Series H warrants. The remaining proceeds were allocated to the Series 1 and Series H preferred stock balances based on their initial relative fair values. The Series H warrants are subsequently measured at fair value on a recurring basis and are classified as Level 3 because of our reliance on unobservable assumptions, with fair value changes recognized within noninterest expense — general and administrative in the Consolidated Statements of Operations and Comprehensive Income (Loss). The key inputs into our Black-Scholes Model valuation were as follows at inception and as of the dates indicated:
The Company’s use of the Black-Scholes Model requires the use of subjective assumptions: •The risk-free interest rate assumption was initially based on the five-year U.S. Treasury rate, which was commensurate with the expected term of the warrants. The warrants automatically convert into Series H redeemable shares at the later of an IPO or five years from the issuance date of the warrants (May 29, 2019). At inception, we assumed that the term would be five years, given by design the warrants were only expected to extend for greater than five years if the Company was still not publicly traded by that point in time. An increase in the expected term, in isolation, would typically correlate to a higher risk-free interest rate and result in an increase in the fair value measurement of the warrant liabilities and vice versa. See below for a development in connection with the Business Combination. •The expected volatility assumption for the initial measurement and as of December 31, 2019 was based on the volatility of our common stock and adjusted for the reduced volatility inherent in redeemable preferred stock, given the Series H liquidity preference. As of December 31, 2020, we updated our expected volatility assumption to reflect the expectation that the Series H warrants will convert into common stock upon consummation of the Business Combination, and the Series H preference would be of no further effect, in which case the Series H preference would not have a material impact on the stock volatility measure. As such, the expected volatility assumption reflects our common stock volatility as of December 31, 2020. An increase in the expected volatility, in isolation, would result in an increase in the fair value measurement of the warrant liabilities and vice versa. •The initial fair value of the Series H redeemable preferred stock was based on the purchase price of the Series H redeemable preferred stock, which was contemporaneous with the issuance of the warrants. The fair value measurement of the Series H redeemable preferred stock as of December 31, 2019 was determined using the Black-Scholes Model, via the backsolve method. The fair value measurement of the Series H redeemable preferred stock as of December 31, 2020 was informed from a common stock transaction during December 2020 at a price of $18.43 per common share. Additionally, the proximity to an expected Business Combination informed our valuation of our redeemable preferred stock. We determined that this common stock transaction was a reasonable proxy for the valuation of the Series H redeemable preferred stock as of December 31, 2020; therefore, no further adjustments were made for the Series H concluded price per share. •We assumed no dividend yield because we have historically not paid out dividends to our existing redeemable preferred stockholders, other than to the Series 1 redeemable preferred stockholders, which were considered special circumstances. At inception of the warrants, we allocated the remaining net proceeds of $514.3 million from the combined Series H and Series 1 redeemable preferred stock offering to the Series H and Series 1 redeemable preferred stock balances in proportion to their relative fair values. This resulted in an initial allocation of $193.9 million and $320.4 million to the Series H and Series 1 redeemable preferred stock, respectively. The following table presents the changes in the fair value of warrant liabilities:
___________________ (1)Changes in valuation inputs or other assumptions are recognized in noninterest expense — general and administrative in the Consolidated Statements of Operations and Comprehensive Income (Loss). In connection with the Business Combination, the Series H warrants will convert into warrants to purchase common stock of the combined entity at the conversion price and ratio for Series H established under “— Conversion” above.
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| Permanent Equity | PERMANENT EQUITY AND TEMPORARY EQUITY Preferred Shares — The Company is authorized to issue 5,000,000 preference shares with a par value of $0.0001. The Company’s board of directors will be authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. The board of directors will be able to, without shareholder approval, issue preference shares with voting and other rights that could adversely affect the voting power and other rights of the holders of the ordinary shares and could have anti-takeover effects. At March 31, 2021 and December 31, 2020, there were no preference shares issued or outstanding. Class A Ordinary Shares — The Company is authorized to issue 500,000,000 Class A ordinary shares, with a par value of $0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. At March 31, 2021, there were 19,198,460 Class A ordinary shares issued and outstanding, excluding 61,301,540 Class A ordinary shares subject to possible redemption. At December 31, 2020, there were 13,157,611 Class A ordinary shares issued and outstanding, excluding 67,342,389 Class A ordinary shares subject to possible redemption. Class B Ordinary Shares — The Company is authorized to issue 50,000,000 Class B ordinary shares, with a par value of $0.0001 per share. Holders of the Class B ordinary shares are entitled to one vote for each share. At March 31, 2021 and December 31, 2020, there was 20,125,000 Class B ordinary shares issued and outstanding. Only holders of the Class B ordinary shares will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders except as otherwise required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the completion of the Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which Founder Shares will convert into Class A ordinary shares will be adjusted (subject to waiver by holders of a majority of the Class B ordinary shares) so that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the ordinary shares issued and outstanding upon completion of the Initial Public Offering plus the number of Class A ordinary shares and equity-linked securities issued or deemed issued in connection with a Business Combination, excluding any Class A ordinary shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination. Restricted Stock Units — On November 13, 2020, the Company entered into a Director Restricted Stock Unit Award Agreement (the "Director Restricted Stock Unit Award Agreement"), between the Company and a member of the Company's board of directors, providing for the grant of 100,000 restricted stock units ("RSUs"), which grant is contingent on both the consummation of a Business Combination with the Company and a shareholder approved equity plan. The RSUs will vest upon the consummation of such Business Combination and represent 100,000 Class A ordinary shares of the Company that will settle on a date selected by the Company in the year following the year in which such consummation occurs. Permanent Equity The Company is authorized to issue common stock and non-voting common stock. As of each of March 31, 2021 and December 31, 2020, the Company was authorized to issue 447,815,616 shares of common stock and 5,000,000 shares of non-voting common stock. During December 2020, we issued 20,067,302 shares of common stock for gross proceeds received of $369.8 million, which was offset by direct legal costs of $56 (the “Common Stock Issuance”). The number of shares issued in the Common Stock Issuance was subject to upward adjustment if we consummated the Business Combination described in Note 2, with the amount of the adjustment based on the implied per-share consideration in the Business Combination and the number of shares of our capital stock issued in certain dilutive issuances prior to the closing of the Business Combination. The adjustment resulted in the issuance of an additional 735,100 shares at the time of closing of the Business Combination. The Company reserved the following common stock for future issuance as of the dates indicated:
___________________ (1)As of each balance sheet date presented, includes 183,985 contingently issuable common stock in connection with our acquisition of 8 Limited, as discussed in Note 2. As of March 31, 2021, also includes 735,100 contingently issuable common stock related to an adjustment to a common stock issuance in December 2020, as discussed in this Note 10. Dividends Common stockholders and non-voting common stockholders are entitled to dividends when and if declared by the board of directors, but as stated in Note 9, only after dividends are paid to redeemable preferred stockholders, with the exception of Series C preferred stockholders. All redeemable preferred shares, except for Series 1 preferred stock, participate in dividends with common stock. There were no dividends declared or paid to common stockholders during the three months ended March 31, 2021 and 2020. Conversion and Redemption Upon the Company’s sale of its common stock in a firm commitment underwritten IPO, each share of non-voting common stock would automatically be converted into such number of common stock as is determined by dividing $1.00 by the conversion price applicable to such shares. The initial conversion price per share shall be $1.00. Both prices are subject to adjustment for any stock splits and stock dividends. The common stock and non-voting common stock are otherwise non-redeemable. Liquidation Upon completion of the distribution to preferred stockholders, as discussed within Note 9, if assets remain in the Company, the holders of common stock and non-voting common stock would receive all of the remaining assets pro rata based on the number of shares of common stock then held by each holder (assuming conversion of all such non-voting common stock into common stock). Voting Rights Each holder of common stock has the right to one vote per share of common stock and is entitled to notice of any stockholder meeting. Non-voting common stock does not have any voting rights or other powers. The common stockholders, voting together as a single class, can elect one member to the board of directors.
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EQUITY AND TEMPORARY EQUITY Preferred Shares — The Company is authorized to issue 5,000,000 preference shares with a par value of $0.0001. The Company’s board of directors will be authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. The board of directors will be able to, without shareholder approval, issue preference shares with voting and other rights that could adversely affect the voting power and other rights of the holders of the ordinary shares and could have anti-takeover effects. At December 31, 2020, there were no preference shares issued or outstanding. Class A Ordinary Shares — The Company is authorized to issue 500,000,000 Class A ordinary shares, with a par value of $0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. At December 31, 2020, there were 13,157,611 Class A ordinary shares issued and outstanding, excluding 67,342,389 Class A ordinary shares subject to possible redemption. Class B Ordinary Shares — The Company is authorized to issue 50,000,000 Class B ordinary shares, with a par value of $0.0001 per share. Holders of the Class B ordinary shares are entitled to one vote for each share. At December 31, 2020, there was 20,125,000 Class B ordinary shares issued and outstanding. Only holders of the Class B ordinary shares will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders except as otherwise required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the completion of the Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which Founder Shares will convert into Class A ordinary shares will be adjusted (subject to waiver by holders of a majority of the Class B ordinary shares) so that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the ordinary shares issued and outstanding upon completion of the Initial Public Offering plus the number of Class A ordinary shares and equity-linked securities issued or deemed issued in connection with a Business Combination, excluding any Class A ordinary shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination. Warrants — Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration or a valid exemption from registration is available. No Public Warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their Public Warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement registering the issuance, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the Public Warrants. The Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Class A ordinary shares are, at the time of any exercise of a Public Warrant, not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their Public Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00. Once the Public Warrants become exercisable, the Company may redeem the Public Warrants: •in whole and not in part; •at a price of $0.01 per Public Warrant; •upon not less than 30 days’ prior written notice of redemption to each warrant holder and •if, and only if, the reported last sale price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted). Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00. Once the Public Warrants become exercisable, the Company may redeem the Public Warrants: •in whole and not in part; •at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the “fair market value” of the Class A ordinary shares; •if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted); and •if the Reference Value is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. If and when the Public Warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the completion of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the Public Warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger prices described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price and the $10.00 per share redemption trigger prices described will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. Restricted Stock Units — On November 13, 2020, the Company entered into a Director Restricted Stock Unit Award Agreement (the "Director Restricted Stock Unit Award Agreement"), between the Company and a member of the Company's board of directors, providing for the grant of 100,000 restricted stock units ("RSUs") , which grant is contingent on both the consummation of a Business Combination with the Company and a shareholder approved equity plan. The RSUs will vest upon the consummation of such Business Combination and represent 100,000 Class A ordinary shares of the Company that will settle on a date selected by the Company in the year following the year in which such consummation occurs.
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Permanent Equity The Company is authorized to issue common stock and non-voting common stock. As of December 31, 2020 and 2019, the Company was authorized to issue 447,815,616 and 390,815,616 shares of common stock, respectively, and 5,000,000 shares of non-voting common stock. During December 2020, we issued 20,067,302 shares of common stock for gross proceeds received of $369.8 million, which was offset by direct legal costs of $56 (the “Common Stock Issuance”). The number of shares issued in the Common Stock Issuance is subject to upward adjustment if we consummate the Business Combination described in Note 18, with the amount of any adjustment based on the implied per-share consideration in the Business Combination and the number of shares of our capital stock issued in certain dilutive issuances prior to the closing of the Business Combination. We expect the adjustment to result in the issuance of an additional 735,100 shares at the time of closing the Business Combination. The Company reserved the following common stock for future issuance as of the dates indicated:
___________________ (1)Represents contingently issuable common stock in connection with our acquisition of 8 Limited. See Note 2 for additional information. Dividends Common stockholders and non-voting common stockholders are entitled to dividends when and if declared by the board of directors, but as stated in Note 10, only after dividends are paid to redeemable preferred stockholders, with the exception of Series C preferred stockholders. All redeemable preferred shares, except for Series 1 preferred stock, participate in dividends with common stock. There were no dividends declared or paid to common stockholders during the years ended December 31, 2020 and 2019. Conversion and Redemption Upon the Company’s sale of its common stock in a firm commitment underwritten IPO, each share of non-voting common stock would automatically be converted into such number of common stock as is determined by dividing $1.00 by the conversion price applicable to such shares. The initial conversion price per share shall be $1.00. Both prices are subject to adjustment for any stock splits and stock dividends. The common stock and non-voting common stock are otherwise non-redeemable. Liquidation Upon completion of the distribution to preferred stockholders, as discussed within Note 10, if assets remain in the Company, the holders of common stock and non-voting common stock would receive all of the remaining assets pro rata based on the number of shares of common stock then held by each holder (assuming conversion of all such non-voting common stock into common stock). Voting Rights Each holder of common stock has the right to one vote per share of common stock and is entitled to notice of any stockholders’ meeting. Non-voting common stock does not have any voting rights or other powers. The common stockholders, voting together as a single class, can elect one member to the board of directors.
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Stock-Based Compensation |
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| Stock-Based Compensation | Stock-Based Compensation The Company maintains the Amended and Restated 2011 Stock Option Plan, which provides for granting stock options and RSUs, pursuant to which the Company has authorized 88,426,267 shares of its common stock for issuance to its employees, non-employee directors and non-employee third parties and also has 35,000 shares authorized under a stock plan assumed in a business combination as of March 31, 2021. Further, during the three months ended March 31, 2021 and 2020, we incurred cash outflows of $25,989 and $4,640, respectively, related to the payment of withholding taxes for vested RSUs. These cash outflows are presented within financing activities in the Unaudited Condensed Consolidated Statements of Cash Flows. Stock-based compensation expense related to stock options and RSUs is presented within the following line items in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the periods indicated:
Common Stock Valuations Prior to us contemplating a public market transaction, we established the fair value of our common stock by using the option pricing model (Black-Scholes Model based) via the backsolve method and through placing weight on previously redeemable preferred stock transactions. The valuations also applied discounts for lack of marketability to reflect the fact that there was no market mechanism to sell our common stock and, as such, the common stock option and RSU holders would need to wait for a liquidity event to facilitate the sale of their equity awards. In addition, there were contractual transfer restrictions placed on common stock in the event that we remained a private company. During the third quarter of 2020, once we made intentional progress toward pursuing a public market transaction, we began applying the probability-weighted expected return method to determine the fair value of our common stock. The probability weightings assigned to certain potential exit scenarios were based on management’s expected near-term and long-term funding requirements and assessment of the most attractive liquidation possibilities at the time of the valuation. During the fourth quarter of 2020, we valued our common stock on a monthly basis. A common stock transaction that closed in December 2020 at a price of $18.43 per common share, which was of substantial size and in close proximity to the Business Combination, served as the key input for the fair value of our common stock for grants made during the fourth quarter of 2020. We decreased the assumed discount for lack of marketability throughout the fourth quarter of 2020, corresponding with our decreased time to liquidity assumption throughout the quarter, as we became more certain about the possibility of entering into the Business Combination over time. We continued to use a share price of $18.43 to value our common stock for transactions in January until the date on which we executed the Merger Agreement. Subsequent to executing the Merger Agreement on January 7, 2021, we determined the value of our common stock based on the observable daily closing price of SCH’s stock (ticker symbol “IPOE”) multiplied by the exchange ratio in effect for such transaction date. Stock Options The terms of the stock option grants, including the exercise price per share and vesting periods, are determined by our board of directors. At the discretion and determination of our board of directors, the Plan allows for the granting of stock options that may be exercised before the stock options have vested. The following is a summary of stock option activity for the period indicated:
____________________ (1)There were no stock options granted during the three months ended March 31, 2021. (2)The tax benefit from stock options exercised was not material for the period presented. Total compensation cost related to unvested stock options not yet recognized as of March 31, 2021 was $12.9 million and will be recognized over a weighted average period of approximately 1.7 years. Restricted Stock Units RSUs 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 weighted average fair value of our common stock was $34.86 during the three months ended March 31, 2021. The following table summarizes RSU activity for the period indicated:
________________________ (1)The total fair value, based on grant date fair value, of RSUs that vested during the three months ended March 31, 2021 was $25.4 million. As of March 31, 2021, there was $407.7 million of unrecognized compensation cost related to unvested RSUs, which will be recognized over a weighted average period of approximately 3.4 years.
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Stock-Based Compensation The Company maintains the Amended and Restated 2011 Stock Option Plan, which provides for granting stock options and RSUs, pursuant to which the Company has authorized 88,426,267 shares of its common stock for issuance to its employees, non-employee directors and non-employee third parties and also has 35,000 shares authorized under a stock plan assumed in a business combination as of December 31, 2020. Further, during the years ended December 31, 2020, 2019 and 2018, we incurred cash outflows of $31,259, $21,411 and $3,154, respectively, related to the payment of withholding taxes for vested RSUs. These cash outflows are presented within financing activities in the Consolidated Statements of Cash Flows. Stock-based compensation expense related to stock options and RSUs is presented within the following line items in the Consolidated Statements of Operations and Comprehensive Income (Loss) for the periods indicated:
Common Stock Valuations Prior to us contemplating a public market transaction, we established the fair value of our common stock by using the option pricing model (Black-Scholes Model based) via the backsolve method and through placing weight on previously redeemable preferred stock transactions, such as our Series H redeemable preferred stock transactions during 2019, Series H-1 redeemable preferred stock transaction during 2020 and a secondary market transaction involving our Series F preferred stock during 2020, transactions in our common stock during the period and a guideline public company multiples analysis. Our use of the Black-Scholes Model required the use of subjective assumptions, including the risk-free interest rate, expected term, expected stock price volatility and dividend yield. The risk-free interest rate assumption was based upon observed interest rates for constant maturity U.S. Treasury securities consistent with the expected term of our stock options. The expected term represented the period of time the stock options were expected to be outstanding and was based on the simplified method. Under the simplified method, the expected term of a stock option is presumed to be the midpoint between the vesting date and the end of the contractual term. Management used the simplified method due to the lack of sufficient historical exercise data to provide a reasonable basis upon which to otherwise estimate the expected term of the stock options. Expected volatility was based on historical volatility for publicly traded stock of comparable companies over the estimated expected life of the stock options. In identifying comparable companies, we considered factors such as industry, stage of life cycle and size. The valuations also applied discounts for lack of marketability to reflect the fact that there was no market mechanism to sell our common stock and, as such, the common stock option and RSU holders would need to wait for a liquidity event to facilitate the sale of their equity awards. In addition, there were contractual transfer restrictions placed on common stock in the event that we remained a private company. During the third quarter of 2020, once we made intentional progress toward pursuing a public market transaction, we began applying the PWERM to determine the fair value of our common stock. The probability weightings assigned to certain potential exit scenarios were based on management’s expected near-term and long-term funding requirements and assessment of the most attractive liquidation possibilities at the time of the valuation. During this process, we assigned probability weightings to “go public” event scenarios and a “stay private” scenario, wherein the enterprise valuation was based on either estimated exit valuations determined from conversations held with external parties or was based on public company comparable net book value multiples at the time of our valuation, respectively. In addition, our “stay private” scenario valuation approach continued to rely on a guideline public company multiples analysis with an option pricing model to determine the amount of aggregate equity value allocated to our common stock. During the fourth quarter of 2020, we valued our common stock on a monthly basis. A common stock transaction that closed in December 2020 at a price of $18.43 per common share, which was of substantial size and in close proximity to the Business Combination, served as the key input for the fair value of our common stock for grants made during the fourth quarter of 2020. We decreased the assumed discount for lack of marketability throughout the fourth quarter of 2020, corresponding with our decreased time to liquidity assumption throughout the quarter, as we became more certain about the possibility of entering into the Business Combination over time. Stock Options The terms of the stock option grants, including the exercise price per share and vesting periods, are determined by our board of directors. At the discretion and determination of our board of directors, the Plan allows for the granting of stock options that may be exercised before the stock options have vested. Stock options are typically granted at exercise prices equal to the fair value of our common stock at the date of grant. Our stock options typically vest at a rate of 25% after one year from the vesting commencement date and then monthly over an additional three-year period. While the vesting schedule noted is typical, stock options have been issued under other vesting schedules. These alternative schedules include, but are not limited to, (i) vesting at a rate of 20% after one year from vesting commencement date and then monthly over an additional four years, (ii) monthly vesting beginning on the vesting commencement date for a period of four years, and (iii) monthly vesting beginning on the vesting commencement date for a period of two years. Our stock options expire ten years from the grant date or within 90 days of employee termination. There were no stock option grants during the year ended December 31, 2019. The following is a summary of stock option activity for the year indicated:
____________________ (1)The weighted average grant date fair value of stock options granted during the year ended December 31, 2020 was $4.26. (2)In connection with our acquisition of Galileo, we converted outstanding stock options to acquire common stock of Galileo into corresponding options to acquire common stock of SoFi at an exchange ratio of one Galileo option to 3.83 Replacement Options. See Note 2 for additional information. (3)The tax benefit from stock options exercised was not material for the period presented. (4)On May 14, 2020, certain employees were given the option to exchange stock options for RSUs at a conversion ratio of one RSU for every $13.00 of stock option value on the date of the offer. There were 296 employees who participated in this offer. On the date of the modification, the fair value of our common stock was $12.11. We concluded that all stock options were probable of vesting, as the impetus for the modification was to give certain employees who had stock options prior to RSU issuances becoming more ubiquitous at SoFi an opportunity to have more RSUs. Modifications of equity-classified awards that have performance and/or service conditions can be categorized into four types. We concluded that the facts and circumstances aligned with a probable-to-probable modification (Type I modification) for the modified stock options, and did not recognize any incremental share-based compensation expense because the fair value of the replacement award was less than the fair value of the replaced award at the time of the modification. The following table summarizes the inputs used for estimating the fair value of stock options granted during the years indicated. During the year ended December 31, 2020, the inputs disclosed below exclude those associated with Replacement Options granted in connection with our acquisition of Galileo. See Note 2 for the inputs used to estimate the fair value of the Replacement Options. There were no stock options granted during the year ended December 31, 2019.
Total compensation cost related to unvested stock options not yet recognized as of December 31, 2020 was $17,209, and will be recognized over a weighted average period of approximately 1.8 years. The aggregate intrinsic value of stock options exercised during the years ended December 31, 2020, 2019 and 2018 was $13,610, $13,422 and $6,713, respectively. The aggregate intrinsic value of stock options outstanding and stock options exercisable as of December 31, 2020 was $146,144 and $97,911, respectively. The weighted average grant date fair value of stock options granted during the year ended December 31, 2018 was $3.63. Restricted Stock Units The Company began issuing RSUs to its employees in 2017. RSUs are equity awards granted to employees that entitle the holder to shares of our common stock when the awards vest. RSUs granted to newly hired employees typically vest 25% on the first vesting date, which occurs approximately one year after the date of grant, and ratably each quarter of the ensuing 12-quarter period. RSUs have been issued under other vesting schedules. These alternative schedules include, but are not limited to, (i) vesting at a rate of 20% after one year from vesting commencement date and then monthly over an additional four years, (ii) vesting at a rate of 25% after one year and then monthly over an additional three years, and (iii) other vesting schedules ranging in total duration from to four years. During the year ended December 31, 2020, we also made RSU grants to certain executive officers in which vesting commences approximately two years after the date of grant and then quarterly over an additional two years. RSUs are measured based on the fair value of our common stock on the date of grant. The weighted average fair value of our common stock was $13.37 and $11.28 during the years ended December 31, 2020 and 2019, respectively. The following table summarizes RSU activity for the year indicated:
________________________ (1)On May 14, 2020, certain employees were given the option to exchange options for RSUs. See “— Stock Options” above for additional information. The fair value of our common stock on the date of the modification was $12.11. There was no incremental fair value obtained based on the modification, and we continue to recognize stock-based compensation expense based on the original grant date fair value of the respective awards. (2)The total fair value, based on grant date fair value, of RSUs that vested during the years ended December 31, 2020, 2019 and 2018 was $76.3 million, $50.4 million and $8.6 million, respectively. (3)The weighted average grant date fair value of outstanding RSUs at December 31, 2020 includes the grant date fair value of modified unvested RSUs as described above in footnote (1). As of December 31, 2020, there was $310.1 million of unrecognized compensation cost related to unvested RSUs, which will be recognized over a weighted average period of approximately 3.4 years. The weighted average grant date fair value of RSUs issued during the years ended December 31, 2019 and 2018 was $11.28 and $11.45, respectively.
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Income Taxes |
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Dec. 31, 2020 |
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| Income Tax Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Income Taxes | Income TaxesFor interim periods, we follow the general recognition approach whereby tax expense is recognized through the use of an estimated annual effective tax rate, which is applied to the year-to-date operating results. 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 months ended March 31, 2021 and 2020, we recorded income tax expense of $1,099 and $57, respectively. The significant change in the interim 2021 period relative to the interim 2020 period was primarily due to the profitability of SoFi Lending Corp, which incurs income tax expense in some state jurisdictions where separate company filing is required. There were no material changes to our unrecognized tax benefits during the three months ended March 31, 2021 and we do not expect to have any significant changes to unrecognized tax benefits over the next 12 months. During the three months ended March 31, 2021, we continued to maintain a full valuation allowance against our net deferred tax assets in applicable jurisdictions. In certain state jurisdictions where sufficient deferred tax liabilities exist, no valuation allowance is recognized. Management reviews all available positive and negative evidence in assessing the realizability of deferred tax assets. We will continue to recognize a full valuation allowance until there is sufficient positive evidence to support its release.
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Income Taxes Loss before income taxes consisted of the following for the years presented:
Income tax expense (benefit) consisted of the following for the years presented:
On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was signed into law. The CARES Act has not had a material impact on our provision for income taxes. The significant change in our income tax position for the year ended December 31, 2020 relative to 2019 was primarily due to a partial release of our valuation allowance in the second quarter of 2020 in connection with deferred tax liabilities resulting from intangible assets acquired from Galileo in May 2020, as well as additional tax benefits recognized during the fourth quarter of 2020 resulting from adjustments to the deferred tax liabilities created by the Galileo acquisition that were made outside of the purchase accounting adjustment window due to the closure of the measurement period for provisional amounts related to taxes. A reconciliation of the expected income tax benefit at the statutory federal income tax rate to the income tax expense (benefit) at the effective income tax rate was as follows for the years presented:
___________________ (1)We modified the presentation in the current period to separately present only the change in fair value of warrants component of non-deductible expenses. The remaining non-deductible expenses are included within “other”. We reclassified amounts for the prior periods to conform to the current period presentation. A reconciliation of unrecognized tax benefits was as follows for the years presented:
If the unrecognized tax benefit of $5,117 and $4,307 as of December 31, 2020 and 2019, respectively, is recognized, there will be no effect on our effective tax rate, as the tax benefit would increase a deferred tax asset, which is offset with a full valuation allowance. We expect to continue to accrue unrecognized tax benefits for certain recurring tax positions; however, we do not expect any other significant increases or decreases to unrecognized tax benefits within the next twelve months. The significant components of the Company’s net deferred tax liabilities were as follows as of the dates indicated:
___________________ (1)During the year ended December 31, 2020, our deferred tax liabilities increased primarily due to acquired intangible assets recognized at fair value in connection with our acquisition of Galileo in which we had no tax basis. See Note 2 for additional information. The following table details the activity of the deferred tax asset valuation allowance during the years indicated:
___________________ (1)Additions charged to other accounts for the year ended December 31, 2020 related to the increase in our valuation allowance in connection with net deferred tax assets acquired in our acquisition of 8 Limited in April 2020. See Note 2 for additional information. (2)Deductions for the year ended December 31, 2020 related to the release of our valuation allowance in connection with deferred tax liabilities acquired in our acquisition of Galileo in May 2020. See Note 2 for additional information. In assessing the realizability of deferred tax assets, management reviews all available positive and negative evidence. During the year ended December 31, 2018, available negative evidence, such as non-forecasted losses realized on loan sales and a strategic shift in priorities that changed projections for near-term profitability, led us to establish a full valuation allowance, resulting in an increase of $74,180. During the year ended December 31, 2019, we maintained a full valuation allowance against our net deferred tax assets, increasing our valuation allowance by $70,782. During the year ended December 31, 2020, we continued to maintain a full valuation allowance against our net deferred tax assets in applicable jurisdictions, increasing our valuation allowance by $87,552. Additionally, we increased our valuation allowance by $4,916 in connection with the acquisition of net operating loss deferred tax assets from 8 Limited, and decreased our valuation allowance by $99,793 due to deferred tax liabilities resulting from intangible assets acquired from Galileo. The deferred tax liabilities arising from our acquisition of intangible assets from Galileo provided for additional sources of income whereby the valuation allowance against pre-combination deferred tax assets could be reduced, which resulted in a tax benefit recognized for the year. In certain 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. The following table provides information about the Company’s net operating loss carryforwards by jurisdiction as of the dates indicated:
___________________ (1)Federal net operating loss carryforwards generated in periods after December 31, 2017 are subject to an 80% limitation when used in future tax periods as a result of the Tax Cuts and Jobs Act (“TCJA”) passed in 2017. The CARES Act provided for the temporary elimination of the 80% limitation for any net operating loss utilization prior to January 1, 2021. (2)State conformity to either TCJA or the CARES Act is established by each state’s local statutes and conformity to one act does not require conformity to both acts. Federal and state research and development tax credits were $30,448 and $19,413 as of December 31, 2020 and 2019, respectively, and, if not utilized, will expire at various dates beginning in 2031. The Company files a federal income tax return in the United States and also files in various state jurisdictions. As of December 31, 2020, all federal and state tax returns since inception of the Company remain subject to examination by the respective taxing authorities, with the exception of the Company’s New York tax returns for 2013 through 2015.
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| Related Parties | RELATED PARTY TRANSACTIONS Founder Shares On July 10, 2020, the Company issued one ordinary share to the Sponsor for no consideration. On July 16, 2020, the Company cancelled the one share issued in July 2020 and the Sponsor purchased 2,875,000 Founder Shares for an aggregate purchase price of $25,000. On September 17, 2020, the Company effected a share capitalization resulting in the Sponsor holding an aggregate of 18,687,500 Founder Shares. On October 8, 2020, the Company effected another share capitalization resulting in the Company’s initial shareholders holding an aggregate of 20,125,000 Founder Shares. All share and per-share amounts have been retroactively restated to reflect the share capitalizations. The Founder Shares will automatically convert into Class A ordinary shares on the first business day following the completion of a Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to certain adjustments, as described in Note 7. The Founder Shares included an aggregate of up to 2,625,000 shares that were subject to forfeiture by the Sponsor to the extent that the underwriter’s over-allotment option was not exercised in full or in part, so that the number of Founder Shares would collectively represent 20% of the Company’s issued and outstanding shares upon the completion of the Initial Public Offering. As a result of the underwriters’ election to fully exercise their over-allotment option, no Founder Shares are currently subject to forfeiture. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Class B ordinary shares or Class A ordinary shares received upon conversion thereof (together, “Founder Shares”) until the earlier of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share dividends, rights issuances, consolidations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Administrative Support Agreement The Company entered into an agreement whereby, commencing on October 14, 2020, the Company will pay an affiliate of the Sponsor up to $10,000 per month for office space, administrative and support services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. For the three months ended March 31, 2021, the Company incurred $30,000 in fees for these services. As of March 31, 2021 and December 31, 2020, there was $55,000 and $25,000 of such fees, respectively, included in accrued expenses in the accompanying condensed consolidated balance sheets. Advance from Related Party During the three months ended March 31, 2021, the Sponsor paid for certain costs on behalf of the Company. The advances are non-interest bearing and due on demand. At March 31, 2021, advances amounting to $40,705 were outstanding. Promissory Note — Related Party On July 16, 2020, the Company issued an unsecured promissory note to the Sponsor (the “IPO Promissory Note”), pursuant to which the Company borrowed an aggregate principal amount of $300,000. The IPO Promissory Note was non-interest bearing and payable on the earlier of (i) June 30, 2021 and (ii) the completion of the Initial Public Offering. The IPO Promissory Note was amended and restated on September 17, 2020 solely to increase the amount that could be borrowed to an aggregate principal amount of $400,000. The outstanding balance under the IPO Promissory Note of $400,000 was repaid at the closing of the Initial Public Offering on October 14, 2020. On January 11, 2021, the Company issued a promissory note with the Sponsor for an aggregate amount of up to $2,500,000 (the “Promissory Note”). The Promissory Note is non-interest bearing and is due and payable in full on the earlier of (i) October 14, 2022 and (ii) the effective date of a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the maker and one or more businesses. As of March 31, 2021, there was $1,415,000 outstanding under the Promissory Note. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $2,500,000 of notes may be converted upon completion of a Business Combination into warrants at a price of $2.00 per warrant. Such warrants would be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Restricted Stock Units On November 13, 2020, the Company entered into a Director Restricted Stock Unit Award Agreement (the “Director Restricted Stock Unit Award Agreement”), between the Company and Jennifer Dulski, a member of the Company's board of directors, providing for the grant of 100,000 restricted stock units (“RSUs”) to Ms. Dulski, which grant is contingent on both the consummation of a Business Combination with the Company and a shareholder approved equity plan. The RSUs will vest upon the consummation of such Business Combination and represent 100,000 Class A ordinary shares of the Company that will settle on a date selected by the Company in the year following the year in which such consummation occurs. Related Parties The Company defines related parties as members of our board of directors, entity affiliates, executive officers and principal owners of the Company’s outstanding stock and members of their immediate families. Related parties also include any other person or entity with significant influence over the Company’s management or operations. Stockholder Note In 2019, the Company entered into a $58,000 note receivable agreement with a stockholder (“Note Receivable Stockholder”), which was collateralized by the Note Receivable Stockholder’s common stock and redeemable preferred stock. Related to this collateralization, the Company obtained call rights to purchase the collateral at $8.80 per share (“Call Option Rights”). As of December 31, 2020, there was no remaining receivable associated with this related party note; however, our Call Option Rights remained outstanding post settlement, per the terms of our Note Receivable Stockholder agreement. During the three months ended March 31, 2020, we recognized related party interest income of $770. In December 2020, we exercised our Call Option Rights to acquire the Note Receivable Stockholder collateral, which included 59,750 shares of common stock and 15,097,587 shares of redeemable preferred stock. The Call Option Rights shares were retired upon receipt. The option exercise payable of $133,385 remained outstanding as of December 31, 2020 and the reserved funds were presented within restricted cash and restricted cash equivalents on the Unaudited Condensed Consolidated Balance Sheets. The full payment was subsequently made in January 2021. Apex Loan In November 2019, we lent $9,050 to Apex at an interest rate of 12.5% per annum, which had a scheduled maturity date of August 31, 2020. In August 2020, we extended the maturity date to August 31, 2021 and modified the interest rate to 5.0% per annum, which we determined to be below the market rate of interest. In accordance with ASC 835-30, Interest, in 2020, we recognized a loss representing the discounted fair value of the loan receivable relative to its stated value at the market rate of interest, which is accreted into interest income over the remaining term of the loan. During the year ended December 31, 2020, we lent an additional $7,643 to Apex. We had an interest income receivable of $1,443 as of December 31, 2020. During February 2021, Apex paid us $18,304 in settlement of all of their outstanding obligations to us, which consisted of outstanding principal balances of $16,693 and accrued interest of $1,611. During the three months ended March 31, 2021, we recognized interest income of $211 within interest income — related party notes, and we reversed the remainder of the loss for the discount to fair value that had not yet been accreted of $169 within noninterest income — other in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. During the three months ended March 31, 2020, we recognized interest income of $282.
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NOTE 6. RELATED PARTY TRANSACTIONS Founder Shares On July 10, 2020, the Company issued one ordinary share to the Sponsor for no consideration. On July 16, 2020, the Company cancelled the one share issued in July 2020 and the Sponsor purchased 2,875,000 Founder Shares for an aggregate purchase price of $25,000. On September 17, 2020, the Company effected a share capitalization resulting in the Sponsor holding an aggregate of 18,687,500 Founder Shares. On October 8, 2020, the Company effected another share capitalization resulting in the Company’s initial shareholders holding an aggregate of 20,125,000 Founder Shares. All share and per-share amounts have been retroactively restated to reflect the share capitalizations. The Founder Shares will automatically convert into Class A ordinary shares on the first business day following the completion of a Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to certain adjustments, as described in Note 8. The Founder Shares included an aggregate of up to 2,625,000 shares that were subject to forfeiture by the Sponsor to the extent that the underwriter’s over-allotment option was not exercised in full or in part, so that the number of Founder Shares would collectively represent 20% of the Company’s issued and outstanding shares upon the completion of the Initial Public Offering. As a result of the underwriters’ election to fully exercise their over-allotment option, no Founder Shares are currently subject to forfeiture. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Class B ordinary shares or Class A ordinary shares received upon conversion thereof (together, “Founder Shares”) until the earlier of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share dividends, rights issuances, consolidations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Administrative Support Agreement The Company entered into an agreement whereby, commencing on October 14, 2020, the Company will pay an affiliate of the Sponsor up to $10,000 per month for office space, administrative and support services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. For the period from July 10, 2020 (inception) through December 31, 2020, the Company incurred $25,000, in fees for these services, of which is included in accrued expenses in the accompanying Consolidated Balance Sheet. Advance from Related Party As of October 14, 2020, the Sponsor paid for certain offering costs on behalf of the Company in connection with the Initial Public Offering. The advances are non-interest bearing and due on demand. At December 31, 2020, advances amounting to $5,000 were outstanding. Promissory Note — Related Party On July 16, 2020, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company borrowed an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and payable on the earlier of (i) June 30, 2021 and (ii) the completion of the Initial Public Offering. The Promissory Note was amended and restated on September 17, 2020 solely to increase the amount that could be borrowed to an aggregate principal amount of $400,000. The outstanding balance under the Promissory Note of $400,000 was repaid at the closing of the Initial Public Offering on October 14, 2020. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $2,500,000 of notes may be converted upon completion of a Business Combination into warrants at a price of $2.00 per warrant. Such warrants would be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Restricted Stock Units On November 13, 2020, the Company entered into a Director Restricted Stock Unit Award Agreement (the “Director Restricted Stock Unit Award Agreement”), between the Company and Jennifer Dulski, a member of the Company's board of directors, providing for the grant of 100,000 restricted stock units (“RSUs”) to Ms. Dulski, which grant is contingent on both the consummation of a Business Combination with the Company and a shareholder approved equity plan. The RSUs will vest upon the consummation of such Business Combination and represent 100,000 Class A ordinary shares of the Company that will settle on a date selected by the Company in the year following the year in which such consummation occurs.
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Related Parties The Company defines related parties as members of our board of directors, entity affiliates, executive officers and principal owners of the Company’s outstanding stock and members of their immediate families. Related parties also include any other person or entity with significant influence over the Company’s management or operations. Stockholder Note 2019: In March 2019, the Company entered into a $58,000 note receivable agreement with a stockholder (“Note Receivable Stockholder”), which accrued interest at 7.0%, and was collateralized by the stockholder’s common stock and redeemable preferred stock. Related to this collateralization, the Company obtained call rights to purchase the collateral at $8.80 per share (“Call Option Rights”). The Call Option Rights were not freestanding and were not considered an embedded derivative because they did not qualify for net settlement. The initial scheduled maturity date was December 2019, but certain extensions were built into the note receivable agreement and the note receivable agreement remained outstanding as of December 31, 2019. Both the Company and the stockholder had the option to extend the note receivable for six months beyond the initial scheduled maturity, and the extension option was exercised by the Company in September 2019. After this six-month period, we had a unilateral extension option for unlimited consecutive three-month terms. Our Call Option Rights were effective through the then-current note receivable maturity date in the event the note was prepaid before its then-current maturity date. In October 2019, the Company assigned a portion of its Call Option Rights to another stockholder who paid $15,155 to purchase an aggregate 1,722,144 of the Note Receivable Stockholder’s common stock and redeemable preferred stock. The Note Receivable Stockholder was then able to use the proceeds from the sale to pay off a portion of the outstanding note receivable and accrued interest owed to us. During the year ended December 31, 2019, we recognized related party interest income of $3,214. As of December 31, 2019, we had an interest income receivable of $2,546 and an outstanding principal balance on the note receivable of $43,513, which were recorded within additional paid-in capital in the Consolidated Balance Sheets. 2020: During the year ended December 31, 2020, the Note Receivable Stockholder made payments totaling $47,823 toward the outstanding principal balance and accrued interest, with the final payment made in November 2020. During the year ended December 31, 2020, we recognized related party interest income of $1,764 and as of December 31, 2020, there was no remaining receivable associated with this related party note; however, our Call Option Rights remained outstanding post settlement, per the terms of our Note Receivable Stockholder agreement. During December 2020, we exercised our Call Option Rights to acquire the Note Receivable Stockholder collateral, which represented 59,750 shares of common stock and 15,097,587 shares of redeemable preferred stock consisting of: 10,558,256 shares of Series B; 1,042,462 shares of Series D; 220,814 shares of Series E and 3,276,055 shares of Series F. The amount payable in connection with the exercise of $133,385 resulted in a reduction to accumulated deficit of $526 for the common stock retired, a reduction to redeemable preferred stock of $80,201 for the redeemable preferred stock balance at the time of the exercise, and the remainder amount of $52,658 recorded as a reduction to additional paid-in capital. The Call Option Rights shares were retired upon receipt. The option exercise payable remained outstanding as of December 31, 2020 and the reserved funds were presented within restricted cash and cash equivalents on the Consolidated Balance Sheets. The payment was subsequently made in January 2021. Apex Loan In November 2019, we lent $9,050 to Apex at an interest rate of 12.5% per annum, which had a scheduled maturity date of August 31, 2020 and remained outstanding as a related party note receivable as of December 31, 2019. We recognized related party interest income of $124 during the year ended December 31, 2019. In August 2020, we extended the maturity date to August 31, 2021 and modified the interest rate to 5.0% per annum, which we determined to be below the market rate of interest, from the amendment date until the outstanding principal balance is paid in full. In accordance with ASC 835-30, Interest, during the year ended December 31, 2020, we recognized a loss of $319 within noninterest income — other in the Consolidated Statements of Operations and Comprehensive Income (Loss) representing the discounted fair value of the loan receivable relative to its stated value at the market rate of interest. The loss is accreted into interest income over the remaining term of the loan. During the year ended December 31, 2020, we lent an additional $7,643 to Apex at an interest rate of 10.0% per annum, which matures on March 31, 2021. We recognized related party interest income of $1,425 during the year ended December 31, 2020, which included $1,319 related to the principal balances of the Apex loans and $106 related to the discount accretion. We had an interest income receivable of $1,443 as of December 31, 2020. See Note 18 for a subsequent event associated with the Apex loans. We did not enter into any related party arrangements during the year ended December 31, 2018, and had no related party income or expense during the year then ended. Equity Method Investments Our interest in Apex, which we acquired in December 2018, was deemed significant under Rule 4-08(g). The seller of the Apex interest had a Seller Call Option over our equity interest in Apex, which the seller exercised during January 2021. See Note 1 under “—Equity Method Investments” for additional information. We also had an equity method investment in a residential mortgage origination joint venture that we exited in the third quarter of 2020, which was not deemed significant for any periods presented. The following tables present summarized financial information for the entities in which we have equity method investments on an aggregated basis since the dates of acquisition:
_________________ (1)Does not reflect any amounts attributable to the residential mortgage origination joint venture, as we exited the arrangement in the third quarter of 2020.
_________________ (1)For the residential mortgage origination joint venture, reflects amounts through the third quarter of 2020, when we exited the arrangement. (2)For Apex, reflects amounts subsequent to the date on which we entered into the equity method arrangement.
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| Commitments and Contingencies Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Commitments, Guarantees, Concentrations and Contingencies | Commitments, Guarantees, Concentrations and Contingencies Leases We primarily lease our office premises under multi-year, non-cancelable operating leases. During the three months ended March 31, 2021, we commenced new operating leases for office premises with terms expiring from 2024 to 2026. Associated with these leases, we obtained non-cash operating lease ROU assets in exchange for new operating lease liabilities of $3,581 during the three months ended March 31, 2021. During the year ended December 31, 2020, the lessor for one of our operating leases allowed us to defer payments on the lease beginning in April 2020 as a result of our inability to use the leased premises during the COVID-19 pandemic. We elected to not account for this non-substantial concession as a lease modification. In the absence of this concession, we would have recognized $566 in additional operating lease cost during the three months ended March 31, 2021. Other Commitments In September 2019, we entered into a 20-year partnership with LA Stadium and Entertainment District at Hollywood Park in Inglewood, California that granted us the exclusive naming rights to SoFi Stadium and official partnerships with the Los Angeles Chargers and Los Angeles Rams, as well as rights with the performance venue and surrounding entertainment district (“Naming and Sponsorship Agreement”). We made payments totaling $3,267 during the three months ended March 31, 2021. See “Contingencies” below for discussion of an associated contingent matter. 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 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 and have not experienced any related losses to date. We are dependent on third-party funding sources to originate loans. Additionally, we sell loans to various third parties. During the three months ended March 31, 2021, the two largest third-party buyers accounted for a combined 41% of our loan sales volume. No individual third-party buyer accounted for 10% or more of consolidated total net revenues for any of 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 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. See Note 16 for a discussion of concentrations in revenues from contracts with customers. Contingencies Legal Proceedings In limited instances, the Company may be subject to a variety of claims and lawsuits in the ordinary course of business. 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. As of March 31, 2021, there were no material claims requiring disclosure. Contingencies Galileo. Galileo, our wholly owned subsidiary that we acquired in May 2020, was a defendant in a putative class action involving service disruption for customers of Galileo’s largest client stemming from Galileo’s system experiencing technology platform downtime. The parties have entered into a class action settlement agreement to resolve the claims in the action. The window for Plaintiff to submit claims closed in February 2021. As of March 31, 2021, we estimated a contingent liability associated with this litigation of $1,750, which decreased from the amount recorded as of December 31, 2020 due to lower-than-anticipated claims. The contingent liability was presented within accounts payable, accruals and other liabilities in the Unaudited Condensed Consolidated Balance Sheets, and represents Galileo’s maximum exposure to loss on the litigation. Other assets as of March 31, 2021 included $1,750 for the expected insurance recovery on the expected settlement. We expense Galileo legal fees associated with this litigation as they are incurred. Additionally, Galileo’s client sought compensatory payment from Galileo as part of the technology platform outage, which Galileo settled in November 2020 for $3,341. SoFi Stadium. In September 2020, we discussed certain provisions of the Naming and Sponsorship Agreement for SoFi Stadium entered into by the same parties in September 2019 in light of the COVID-19 pandemic. Based on these discussions, SoFi paid sponsorship fees for the initial contract year (July 1, 2020 to March 31, 2021) of $9.8 million, of which $6.5 million was paid during 2020 and $3.3 million was paid in January 2021. The parties are revisiting the sponsorship fees to determine the ultimate amount payable for the initial contract year. Therefore, the Company is exposed to additional potential sales and marketing expense of up to $12.7 million, which reflects the difference between the sponsorship payment terms discussed above and the commitment for the initial contract year made under the 2019 agreement. As of March 31, 2021, we are unable to estimate the amount of reasonably possible additional costs we may incur with respect to this contingency. Moreover, we have not determined that the likelihood of additional cost is probable. Therefore, as of March 31, 2021, we have not recorded additional expense related to this contingency. Guarantees We have three types of repurchase obligations that we account for as financial guarantees pursuant to ASC 460. First, we issue financial guarantees to FNMA on loans that we sell to FNMA, which manifest as repurchase requirements if it is later discovered that loans sold to FNMA do not meet FNMA guidelines. We have a three-year repurchase obligation from the time of origination to buy back originated loans that do not meet FNMA guidelines, and we are required to pay the full initial purchase price back to FNMA. We recognize a liability for the full amount of expected loan repurchases, which we estimate based on historical experience. The liability we record is equal to what we expect to buy back and, therefore, approximates fair value. Second, we make standard representations and warranties related to other loan transfers, breaches of which would require us to repurchase the transferred loans. Finally, we have limited repurchase obligations for certain loan transfers associated with credit-related events, such as early prepayment or events of default within 90 days after origination. Estimated losses associated with credit-related repurchases are evaluated pursuant to ASC 326. In the event of a repurchase, we are typically required to pay the purchase price of the loans transferred. As of March 31, 2021 and December 31, 2020, the Company accrued liabilities within accounts payable, accruals and other liabilities in the Unaudited Condensed Consolidated Balance Sheets of $6,376 and $5,196, respectively, related to our estimated repurchase obligation, with the corresponding charges recorded within noninterest income — loan origination and sales in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. As of March 31, 2021 and December 31, 2020, the amount associated with loans sold that were subject to the terms and conditions of our repurchase obligations totaled $4.9 billion and $3.9 billion, respectively. As of March 31, 2021 and December 31, 2020, the Company had a total of $9.3 million and $9.3 million, respectively, in letters of credit outstanding with financial institutions. These outstanding letters of credit were issued for the purpose of securing certain of the Company’s operating lease obligations. A portion of the letters of credit was collateralized by $3.3 million and $3.3 million of the Company’s cash as of March 31, 2021 and December 31, 2020, respectively, which is included within restricted cash and restricted cash equivalents in the Unaudited Condensed Consolidated Balance Sheets. Mortgage Banking Regulatory Mandates The Company is subject to certain state-imposed minimum net worth requirements for the states in which the Company is engaged in the business of a residential mortgage lender. Noncompliance with these requirements could result in potential fines or penalties imposed by the applicable state. Future events or changes in mandates may affect the Company’s ability to meet mortgage banking regulatory requirements. As of March 31, 2021 and December 31, 2020, the Company was in compliance with all minimum net worth requirements and, therefore, has not accrued any liabilities related to fines or penalties. Retirement Plans The Company has a 401(k) plan that covers all employees meeting certain eligibility requirements. The 401(k) plan is designed to provide tax-deferred retirement benefits in accordance with the provisions of Section 401(k) of the Internal Revenue Code. Eligible employees may defer up to 100% of eligible compensation up to the annual maximum as determined by the Internal Revenue Service. The Company’s contributions to the plan are discretionary. The Company has not made any contributions to the plan to date.
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Commitments, Guarantees, Concentrations and Contingencies Leases As discussed in Note 1, we adopted the provisions of ASU 2016-02 and ASU 2018-11 as of January 1, 2019. Periods subsequent to this adoption date are presented and disclosed in accordance with ASC 842, Leases, while comparative periods continue to be presented and disclosed in accordance with legacy guidance in ASC 840, Leases. We primarily lease our office premises under multi-year, non-cancelable operating leases. In September 2019, we entered into several agreements associated with being the named sponsor of the LA Stadium and Entertainment District at Hollywood Park in Inglewood, California (“SoFi Stadium”), which includes the stadium itself, a performance venue and a future shopping district, which were determined to contain both lease and non-lease components and which either commenced during the year ended December 31, 2020 or have not yet commenced as of December 31, 2020, as summarized below: •Our rights to use two multi-purpose stadium suites were determined to be operating leases that commenced on September 1, 2020, for which we elected the practical expedient to not bifurcate the lease component from the non-lease components; •Our rights to certain physical signage within the stadium, which commenced September 1, 2020, were determined to be finance leases, as the lease term constitutes the major part of the remaining economic life of the underlying assets; •Our rights to certain event space within the stadium and performance venue on a rent-free basis were determined to be operating leases to which we applied the short-term lease exemption practical expedient and, as such, recognize lease payments on a straight-line basis within short-term lease cost over the lease term that commenced September 1, 2020; •We bifurcated lease components from non-lease components of the arrangements, which represent sponsorship and advertising opportunities rather than the rights to physical assets that we control. The standalone values of the lease and non-lease components in the arrangement were determined based on: (i) an estimate of rent per square foot, (ii) an observable market quote for the asset, or (iii) project details provided by contractors on the stadium project, all of which were adjusted by an annual expected inflation rate, as appropriate. We allocated the total contract consideration to the lease and non-lease components on a relative standalone price basis. The payments are tranched based on the value of the benefit we expect to derive from SoFi Stadium each year. The non-lease costs are recognized evenly each month based on the payment tranche within noninterest expense — sales and marketing in the Consolidated Statements of Operations and Comprehensive Income (Loss), which is commensurate with the value we expect to receive from this arrangement over time. The non-lease components associated with the stadium and performance venue were recognized beginning in the third quarter of 2020; and •The agreement associated with the shopping district did not commence as of December 31, 2020 and is currently expected to commence no earlier than 2022. We do not expect the agreement to contain a material lease component, although the evaluation remains ongoing. The non-lease components of the shopping district agreement associated with marketing and advertising will be recognized evenly each month based on the payment tranche within noninterest expense — sales and marketing in the Consolidated Statements of Operations and Comprehensive Income (Loss), with payments beginning in April 2025, which is commensurate with the value we expect to receive from this arrangement over time. Our operating leases have terms expiring from 2021 through 2040, exclusive of renewal option periods. Our office leases contain renewal option periods ranging from 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. Our finance leases expire in 2040. The components of lease expense and supplemental cash flow information related to our leases for the years ended December 31, 2020 and 2019 were as follows. For our office leases, we net sublease income against other lease costs shown in the below table. Furthermore, cash flow information is presented net of sublease income.
____________________ (1)Variable lease cost includes non-lease components classified as lease costs, such as common area maintenance fees, property taxes and utilities, that vary in amount for reasons other than the passage of time. We elected the practical expedient to not bifurcate the lease component from the non-lease components. (2)We entered into a sublease arrangement in July 2019, through which we earn sublease income, which offsets our lease cost related to the underlying premises. During the year ended December 31, 2020, we offered the sublessee a partial rent abatement as a result of the COVID-19 pandemic. The sublease arrangement terminates in August 2021. Total lease cost was $11,569 for the year ended December 31, 2018. We obtained non-cash operating lease ROU assets in exchange for new operating lease liabilities of $26,417 and $24,715 during the years ended December 31, 2020 and 2019, respectively, of which $5,640 during the 2020 period was obtained in our acquisitions. Modifications to operating leases resulted in an aggregate non-cash increase (decrease) in operating lease ROU assets of $79 and $(5,407) during the years ended December 31, 2020 and 2019, respectively. We obtained non-cash finance lease ROU assets in exchange for new finance lease liabilities of $15,100 during the year ended December 31, 2020. We did not have any finance leases prior to 2020. In April 2020, the FASB issued guidance allowing entities to make a policy election whether to account for lease concessions related to the COVID-19 pandemic as lease modifications. The election applies to any lessor-provided lease concession related to the impact of the COVID-19 pandemic, provided that the concession does not result in a substantial increase in the rights of the lessor or in the obligations of the lessee. During the year ended December 31, 2020, the lessor for one of our operating leases allowed us to defer payments on the lease beginning in April 2020 as a result of our inability to use the leased premises during the COVID-19 pandemic. We elected to not account for this non-substantial concession as a lease modification. In the absence of this concession, we would have recognized $1,698 in additional operating lease cost during the year ended December 31, 2020. Supplemental balance sheet information related to our leases was as follows as of the dates presented:
____________________ (1)Finance lease ROU assets as of December 31, 2020 were presented within in the Consolidated Balance Sheets. (2)Finance lease liabilities as of December 31, 2020 were presented within in the Consolidated Balance Sheets. For the periods presented, maturities of lease liabilities as of the dates indicated and a reconciliation of the total undiscounted cash flows to the lease liabilities in the Consolidated Balance Sheets were as follows in accordance with ASC 842:
Other Commitments In September 2019, we entered into a 20-year partnership with LA Stadium and Entertainment District at Hollywood Park in Inglewood, California that granted us the exclusive naming rights to SoFi Stadium and official partnerships with the Los Angeles Chargers and Los Angeles Rams, as well as rights with the performance venue and surrounding entertainment district (“Naming and Sponsorship Agreement”). Payments under the Naming and Sponsorship Agreement total $625.0 million beginning in 2020 and ending in 2040 and include operating lease obligations, finance lease obligations and sponsorship and advertising opportunities at the complex, which are payable during the following years indicated:
____________________ (1)Represents the contractual payments for 2021 under the Naming and Sponsorship Agreement. See “Contingencies — SoFi Stadium Contingency” below for discussion of an associated contingent matter, the outcome of which could increase payments for 2021 by up to $10,342, as the third payment associated with the contingent matter was paid in 2021. We made payments totaling $6,533 during the year ended December 31, 2020. See “Contingencies — SoFi Stadium Contingency” below for discussion of an associated contingent matter. Additionally, during the year ended December 31, 2020, we had principal commitments for a seller note issued in connection with the acquisition of Galileo. See Note 2 for additional information. 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 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 and have not experienced any related losses to date. We are dependent on third-party funding sources to originate loans. Additionally, we sell loans to various third parties. During the year ended December 31, 2020, the two largest third-party buyers accounted for a combined 49% of our loan sales volume. During the year ended December 31, 2019, approximately 10% of our loan sales volume was concentrated in the largest third-party buyer. There were no significant concentrations for the year ended December 31, 2018. No individual third-party buyer accounted for 10% or more of consolidated total net revenues for any of 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 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. See Note 17 for a discussion of concentrations in revenues from contracts with customers. Contingencies In limited instances, the Company may be subject to a variety of claims and lawsuits in the ordinary course of business. As of December 31, 2020 and 2019, there were no material claims requiring disclosure. Galileo Contingency Galileo, our wholly owned subsidiary that we acquired in May 2020, is subject to a class action litigation as a co-defendant involving service disruption for customers of Galileo’s largest client stemming from Galileo’s system experiencing technology platform downtime. Additionally, the client sought compensatory payment from Galileo as part of the technology platform outage. Galileo’s maximum exposure to loss associated with the combined litigation is $7,200. At the acquisition date, the Company believed it was probable that a settlement would be reached and estimated the combined loss to be $6,195. This estimated loss remained the best estimate as of December 31, 2020. During November 2020, we settled a claim arising from one of Galileo’s customers associated with a technology platform outage for $3,341, which represented a portion of our contingent liability, along with a corresponding portion of the insurance recovery recorded within other assets. As such, the settlement had no impact on our Consolidated Statements of Operations and Comprehensive Income (Loss). The estimated contingent liability associated with the related class action litigation remains unresolved and we determined that the remaining contingent liability of $2,854 as of December 31, 2020, which was presented within accounts payable, accruals and other liabilities in the Consolidated Balance Sheets, was appropriate. Other assets as of December 31, 2020 included $2,854 for the expected insurance recovery on the expected settlement. We expense legal fees associated with this litigation as they are incurred. SoFi Stadium Contingency In September 2020, we discussed certain provisions of the Naming and Sponsorship Agreement for SoFi Stadium entered into by the same parties in September 2019 in light of the COVID-19 pandemic. Based on these discussions and as of the date of this filing, SoFi is paying sponsorship fees for the initial contract year (July 1, 2020 to March 31, 2021) of $9.8 million, payable in three equal installments, of which the first two installments were paid during the year ended December 31, 2020, and the third installment was paid in January 2021. The parties will revisit the sponsorship fees and determine the ultimate amount payable for the initial contract year. Therefore, the Company is exposed to additional potential sales and marketing expense of up to $12.7 million, which reflects the difference between the sponsorship payment terms discussed in the foregoing and the commitment for the initial contract year made under the 2019 agreement, and which we expect to be resolved shortly after the end of the initial contract year. As of December 31, 2020, the Company is unable to estimate the amount of reasonably possible additional costs it may incur with respect to this contingency. Moreover, the Company has not determined that the likelihood of additional cost is probable. Therefore, as of December 31, 2020, the Company has not recorded additional expense related to this contingency. Guarantees We have three types of repurchase obligations that we account for as financial guarantees pursuant to ASC 460. First, we issue financial guarantees to FNMA on loans that we sell to FNMA, which manifest as repurchase requirements if it is later discovered that loans sold to FNMA do not meet FNMA guidelines. We have a three-year repurchase obligation from the time of origination to buy back originated loans that do not meet FNMA guidelines, and we are required to pay the full initial purchase price back to FNMA. We recognize a liability for the full amount of expected loan repurchases, which is based on historical experience. The liability we record is equal to what we expect to buy back and, therefore, approximates fair value. Second, we make standard representations and warranties related to other loan transfers, breaches of which would require us to repurchase the transferred loans. Finally, we have limited repurchase obligations for certain loan transfers associated with credit-related events, such as early prepayment or events of default within 90 days after origination. Estimated losses associated with credit-related repurchases are evaluated pursuant to ASC 326. In the event of a repurchase, we are typically required to pay the purchase price of the loans transferred. As of December 31, 2020 and 2019, the Company accrued liabilities within accounts payable, accruals and other liabilities in the Consolidated Balance Sheets of $5,196 and $5,972, respectively, related to our estimated repurchase obligation, with the corresponding charges recorded within noninterest income — loan origination and sales in the Consolidated Statements of Operations and Comprehensive Income (Loss). As of December 31, 2020 and 2019, the amount associated with loans sold that were subject to the terms and conditions of our repurchase obligations totaled $3.9 billion and $4.2 billion, respectively. As of December 31, 2020 and 2019, the Company had a total of $9.3 million and $9.4 million, respectively, in letters of credit outstanding with financial institutions. These outstanding letters of credit were issued for the purpose of securing certain of the Company’s operating lease obligations. A portion of the letters of credit was collateralized by $3.3 million and $3.4 million of the Company’s cash as of December 31, 2020 and 2019, respectively, which is included within restricted cash and restricted cash equivalents in the Consolidated Balance Sheets. Mortgage Banking Regulatory Mandates The Company is subject to certain state-imposed minimum net worth requirements for the states in which the Company is engaged in the business of a residential mortgage lender. Noncompliance with these requirements could result in potential fines or penalties imposed by the applicable state. Future events or changes in mandates may affect the Company’s ability to meet mortgage banking regulatory requirements. As of December 31, 2020 and 2019, the Company was in compliance with all minimum net worth requirements and, therefore, has not accrued any liabilities related to fines or penalties. Retirement Plans The Company has a 401(k) plan that covers all employees meeting certain eligibility requirements. The 401(k) plan is designed to provide tax-deferred retirement benefits in accordance with the provisions of Section 401(k) of the Internal Revenue Code. Eligible employees may defer up to 100% of eligible compensation up to the annual maximum as determined by the Internal Revenue Service. The Company’s contributions to the plan are discretionary. The Company has not made any contributions to the plan to date.
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Earnings (Loss) Per Share |
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Dec. 31, 2020 |
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| Earnings Per Share [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Earnings (Loss) Per Share | Loss Per Share We compute loss per share attributable to common stock using the two-class method required for participating interests. Our participating interests include all series of our preferred stock. Series 1 preferred stock has preferential cumulative dividend rights. Pursuant to ASC 260, Earnings Per Share, for each period presented, we increased net loss by the contractual amount of dividends payable to Series 1 preferred stock before allocating any remaining undistributed earnings to all participating interests. All other classes of preferred stock, except for Series C, have stated dividend rights, which have priority over undistributed earnings. The remaining losses are shared pro-rata among the preferred stock (with the exception of Series 1 preferred stock) and common stock outstanding during the measurement period, as if all of the losses for the period had been distributed. While our calculation of loss per share accounted for a loss allocation to all participating shares, we only presented loss per share below for our common stock. Basic loss per share of common stock is computed by dividing net loss, adjusted for the impact of Series 1 preferred stock dividends and loss allocated to other participating interests, by the weighted average number of shares of common stock outstanding during the period. Because of our reported net losses, we did not allocate any loss to participating interests in determining the numerator of the basic and diluted loss per share computation, as the allocation of loss would have been anti-dilutive. Further, 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.
We excluded the effect of the below elements from our calculation of diluted loss per share, as their inclusion would have been anti-dilutive. These amounts represent the number of instruments outstanding at the end of each respective period:
____________________ (1)These potential common stock elements were anti-dilutive in the periods to which they applied, as there were no earnings attributable to common stockholders. (2)For the three months ended March 31, 2021, includes 183,985 contingently issuable common stock in connection with our acquisition of 8 Limited, as further discussed in Note 2, and 735,100 contingently issuable common stock related to an adjustment to a common stock issuance in December 2020, as further discussed in Note 10.
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Earnings (Loss) Per Share We compute earnings (loss) per share (“EPS”) attributable to common stock using the two-class method required for participating interests. Our participating interests include all series of our preferred stock. Series 1 preferred stock, which was issued during the year ended December 31, 2019, has preferential cumulative dividend rights. Pursuant to ASC 260, Earnings Per Share, for each period presented, we reduced net income (or increased net loss) by the contractual amount of dividends payable to Series 1 preferred stock before allocating any remaining undistributed earnings to all participating interests. All other classes of preferred stock, except for Series C, have stated dividend rights, which have priority over undistributed earnings. The remaining losses are shared pro-rata among the preferred stock (with the exception of Series 1 preferred stock) and common stock outstanding during the measurement period, as if all of the losses for the period had been distributed. While our calculation of loss per share accounted for a loss allocation to all participating shares, we only presented loss per share below for our common stock. Basic loss per share of common stock is computed by dividing net loss, adjusted for the impact of Series 1 preferred stock dividends and loss allocated to other participating interests, by the weighted average number of shares of common stock outstanding during the period. Because of our reported net losses, we did not allocate any loss to participating interests in determining the numerator of the basic and diluted loss per share computation, as the allocation of loss would have been anti-dilutive. Further, 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.
___________________ (1)In December 2020, we exercised a call and redeemed certain redeemable preferred stock, as further discussed in Note 10 and Note 14. We considered the premium paid on redemption of $52,658 to be akin to a dividend to the redeemable preferred stockholder. As such, the premium, which represented the amount paid upon redemption over the carrying value of the preferred stock (such carrying value being reduced for preferred stock issuance costs) was deducted from net loss to determine the loss available to common stockholders. We excluded the effect of the below elements from our calculation of diluted EPS, as their inclusion would have been anti-dilutive. These amounts represent the number of instruments outstanding at the end of the year.
____________________ (1)For the years ended December 31, 2020, 2019 and 2018, these potential common stock elements were anti-dilutive in the periods to which they applied, as there were no earnings attributable to common stockholders. (2)For the year ended December 31, 2020, represents contingently issuable common stock in connection with our acquisition of 8 Limited. See Note 2 for additional information.
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Business Segment Information |
3 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2021 |
Dec. 31, 2020 |
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| Segment Reporting [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Business Segment Information | Business Segment Information 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. Contribution profit is the primary measure of segment profit and loss reviewed by the Chief Operating Decision Maker (“CODM”) and is intended to measure the direct profitability of each segment. Contribution profit 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, occupancy related costs, and tools and subscriptions. 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. The reportable segments also reflect the Company’s organizational structure. Each segment has a segment manager who reports directly to the CODM. The CODM has ultimate authority and responsibility over resource allocation decisions and performance assessment. The Company has three reportable segments: Lending, Financial Services and Technology Platform. The Lending segment includes our personal loan, student loan and home loan products and the related servicing activities and, for 2020, a commercial loan. We originate loans in each of the aforementioned channels with the objective of either selling whole loans or securitizing a pool of originated loans for transfer to third-party investors. Revenues in the Lending segment are driven by changes in the fair value of our whole loans and securitization interests, gains or losses recognized on transfers that meet the true sale requirements under ASC 860 and our servicing-related activities, which mainly consist of servicing fees and the changes in our servicing assets over time. We also earn the difference between interest income earned on our loans and interest expense on any loans that are financed. Interest expense primarily impacts our Lending segment, and we present interest income net of interest expense, as our CODM considers net interest income in addition to contribution profit in evaluating the performance of the Lending segment and making resource allocation decisions. The Financial Services segment includes our SoFi Money product, SoFi Invest product, SoFi Credit Card product (which we launched in the third quarter of 2020), SoFi Relay personal finance management product and other financial services, such as lead generation and content for other financial services institutions and our members. SoFi Money provides members a digital cash management experience, interest income and the ability to separate money balances into various subcategories. SoFi Invest provides investment features and financial planning services that we offer to our members. Revenues in the Financial Services segment include payment network fees on our member transactions and pay for order flow, cryptocurrency transaction fees and share lending arrangements in our SoFi Invest product. Additionally, we earn referral fees in connection with referral activity we facilitate through our platform, which is not directly tied to a particular Financial Services product. The referral fee is 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. The Technology Platform segment includes our Technology Platform fees, which commenced with our acquisition of Galileo in May 2020, as well as our equity method investment in Apex, which represents our portion of net earnings on clearing brokerage activity on the Apex platform. The Company purchased an initial interest in Apex in December 2018, and Apex was the Company’s only material equity method investment as of December 31, 2020. During January 2021, the seller of our Apex interest exercised the Seller Call Option, and as such we will no longer recognize Apex equity investment income subsequent to the call date. Due to the additional investment we made during 2020, we will maintain an immaterial investment in Apex, but will no longer qualify for equity method accounting. See Note 2 for additional information on the acquisition of Galileo, and Note 1 for additional information on our Apex equity method investment. Non-segment operations are classified as Other, which includes net revenues associated with corporate functions that are not directly related to a reportable segment. These non-segment net revenues include interest income earned on corporate cash balances and interest expense on corporate borrowings, such as our revolving credit facility and, for the 2021 period, the seller note issued in connection with our acquisition of Galileo. During the three months ended March 31, 2021, net revenues within Other also included $211 of interest income and $169 of reversal of loss on discount to fair value in connection with related party transactions. During the three months ended March 31, 2020, net revenues within Other included $1,052 of interest income earned in connection with related party transactions. Refer to Note 13 for further discussion of our related party transactions. The accounting policies of the segments are consistent with those described in Note 1, except for the accounting policies in relation to allocation of consolidated income and allocation of consolidated expenses, as described below. The following tables present financial information, including the measure of contribution profit (loss), for each reportable segment for the periods indicated. The information is derived from our internal financial reporting used for corporate management purposes. Assets are not allocated to reportable segments, as the Company’s CODM does not evaluate reportable segments using discrete asset information.
____________________ (1)Noninterest income within the Technology Platform segment for the three months ended March 31, 2021 and 2020 included $— and $997, respectively, of earnings from our equity method investment in Apex. See Note 1 under “—Equity Method Investments” for additional information. During the three months ended March 31, 2021, the five largest clients in the Technology Platform segment contributed 70% of the total net revenue within the segment, which represented 16% of our consolidated total net revenue. (2)Reflects changes in fair value inputs and assumptions, including market servicing costs, conditional prepayment and default rates and discount rates. This non-cash change, which is recorded within noninterest income in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive 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. (3)Reflects changes in fair value inputs and assumptions, including conditional prepayment and 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 Unaudited 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. The following table reconciles contribution profit (loss) to loss before income taxes for the periods presented. Expenses not allocated to reportable segments represent items that are not considered by our CODM in evaluating segment performance or allocating resources.
__________________ (1)Includes compensation, benefits, recruiting, certain occupancy-related costs and various travel costs of executive management, certain technology groups and general and administrative functions that are not directly attributable to the reportable segments. (2)Includes corporate overhead costs that are not allocated to reportable segments, such as tools and subscription costs, corporate marketing costs and professional services costs. In April 2020, the Company acquired 8 Limited for total consideration of $16,126, which represented the Company’s first international expansion. See Note 2 for additional information on the acquisition. As we do not have material operations outside of the U.S., we did not make the geographic disclosures pursuant to ASC 280, Segment Reporting. No single customer accounted for more than 10% of our consolidated revenues for any of the periods presented.
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Business Segment Information 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. Contribution profit is the primary measure of segment profit and loss reviewed by the Chief Operating Decision Maker (“CODM”) and is intended to measure the direct profitability of each segment. Contribution profit 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 sales and marketing, commissions and bonuses, and loan origination and servicing expenses, and vary based on the amount of activity within each segment. Directly attributable expenses also include certain employee salaries and benefits, professional services, occupancy, sales and marketing, tools and subscriptions, and bank service charges expenses. 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. The reportable segments also reflect the Company’s organizational structure. Each segment has a segment manager who reports directly to the CODM. The CODM has ultimate authority and responsibility over resource allocation decisions and performance assessment. The Company has three reportable segments: Lending, Financial Services and Technology Platform. The Lending segment includes our personal, student and home loan products and the related servicing activities and, for 2020, a commercial loan. We originate loans in each of these three channels with the objective of either selling whole loans or securitizing a pool of originated loans for transfer to third-party investors. Revenues in the Lending segment are driven by changes in the fair value of our whole loans and securitization interests, gains or losses recognized on transfers that meet the true sale requirements under ASC 860 and our servicing-related activities, which mainly consist of servicing fees and the changes in our servicing assets over time. We also earn the difference between interest income earned on our loans and interest expense on any loans that are financed. Interest expense primarily impacts our Lending segment, and we present interest income net of interest expense, as our CODM considers net interest income in evaluating the performance of the Lending segment and making resource allocation decisions in addition to contribution profit. The Financial Services segment includes our SoFi Money product, SoFi Invest product, SoFi Credit Card product (which we launched in the third quarter of 2020), SoFi Relay personal finance management product and other financial services, such as lead generation and content for other financial services institutions and our members. SoFi Money provides members a digital cash management experience, interest income and the ability to separate money balances into various subcategories. SoFi Invest provides investment features and financial planning services that we offer to our members. Revenues in the Financial Services segment include payment network fees on our member transactions and pay for order flow and share lending arrangements in our SoFi Invest product. Additionally, we earn referral fees in connection with referral activity we facilitate through our platform, which is not directly tied to a particular Financial Services product. The referral fee is 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. The Technology Platform segment includes our Technology Platform fees, which commenced with our acquisition of Galileo in May 2020, as well as our equity method investment in Apex, which represents our portion of net earnings on clearing brokerage activity on the Apex platform. The Company purchased an initial interest in Apex in December 2018, and Apex was the Company’s only material equity method investment as of December 31, 2020, 2019 and 2018. During January 2021, the seller of our Apex interest exercised the Seller Call Option, and as such we will no longer recognize Apex equity investment income subsequent to the call date. Due to the additional investment we made during 2020, we will maintain an immaterial investment in Apex, but will no longer qualify for equity method accounting. See Note 2 for additional information on the acquisition of Galileo, and Note 1 for additional information on our Apex equity method investment. Non-segment operations are classified as Other, which includes net revenues associated with corporate functions that are not directly related to a reportable segment. These non-segment net revenues include interest income earned on corporate cash balances and interest expense on corporate borrowings, such as our revolving credit facility and, for the 2020 period, the seller note issued in connection with our acquisition of Galileo. Net revenues within Other also include $3,189 and $3,338 of interest income earned in connection with related party transactions during the years ended December 31, 2020 and 2019, respectively. Refer to Note 14 for further discussion of the Company’s related party transactions. The accounting policies of the segments are consistent with those described in Note 1, except for the accounting policies in relation to allocation of consolidated income and allocation of consolidated expenses, as described below. The following tables present financial information, including the measure of contribution profit (loss), for each reportable segment for the years indicated. The information is derived from our internal financial reporting used for corporate management purposes. Assets are not allocated to reportable segments, as the Company’s CODM does not evaluate reportable segments using discrete asset information.
____________________ (1)Noninterest income within the Technology Platform segment included $4,442 of earnings from our equity method investment in Apex, net of an impairment charge in the fourth quarter of 2020. See Note 1 under “—Equity Method Investments” for additional information. During the year ended December 31, 2020, the five largest customers in the Technology Platform segment contributed 69% of the total net revenue within the segment, which represented 12% of our consolidated total net revenue for the period. (2)Reflects changes in fair value inputs and assumptions, including market servicing costs, conditional prepayment and default rates and discount rates. This non-cash change, which is recorded within noninterest income in the Consolidated Statements of Operations and Comprehensive Income (Loss) is unrealized during the period and, therefore, has no impact on our cash flows from operations. As such, the changes in fair value attributable to assumption changes are adjusted to provide management and financial users with better visibility into the cash flows available to finance our operations. (3)Reflects changes in fair value inputs and assumptions, including conditional prepayment and 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 Consolidated Statements of Operations and Comprehensive Income (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.
____________________ (1)Noninterest income within the Technology Platform segment consisted entirely of earnings from our equity method investment in Apex. Therefore, there were no directly attributable expenses to this reportable segment. (2)See Note (2) in the table above for the year ended December 31, 2020. (3)See Note (3) in the table above for the year ended December 31, 2020.
______________ (1)Noninterest income within the Technology Platform segment consisted entirely of earnings from our equity method investment in Apex. Therefore, there were no directly attributable expenses to this reportable segment. (2)See Note (2) in the table above for the year ended December 31, 2020. (3)See Note (3) in the table above for the year ended December 31, 2020. The following table reconciles contribution profit (loss) to loss before income taxes for the years presented. Expenses not allocated to reportable segments represent items that are not considered by our CODM in evaluating segment performance or allocating resources.
(1)Includes compensation, benefits, recruiting, certain occupancy-related costs and various travel costs of executive management, certain technology groups and general and administrative functions that are not directly attributable to the reportable segments. (2)Includes corporate overhead costs that are not allocated to reportable segments, such as tools and subscription costs, corporate marketing costs and professional services costs. In April 2020, the Company acquired 8 Limited for total consideration of $16,126, which represented the Company’s first international expansion. See Note 2 for additional information on the acquisition. As we do not have material operations outside of the U.S., we did not make the geographic disclosures pursuant to ASC 280, Segment Reporting. No single customer accounted for more than 10% of our consolidated revenues for any of the periods presented.
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Subsequent Events |
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| Subsequent Events [Abstract] | |||
| Subsequent Events | SUBSEQUENT EVENTSThe Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed consolidated financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements.Subsequent Events Management of the Company performed an evaluation of subsequent events that occurred after the balance sheet date through the date of this filing. In addition to the item noted below, we discuss events that occurred after the balance sheet date throughout these Notes to Unaudited Condensed Consolidated Financial Statements. During January 2021, Social Finance, Inc. entered into the Agreement by and among SCH and Merger Sub. The transactions contemplated by the terms of the Agreement were completed on May 28, 2021. See Note 2 for additional information on the transaction.
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NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the consolidated financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements. On January 7, 2021, the Company entered into an Agreement and Plan of Merger (as amended on March 16, 2021, the “Merger Agreement”) with Plutus Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub”), and Social Finance, Inc., a Delaware corporation (“SoFi”). The Merger Agreement provides that, among other things and upon the terms and subject to the conditions thereof, the following transactions will occur (together with the other agreements and transactions contemplated by the Merger Agreement, the “SoFi Business Combination”): (i) prior to the closing of the transactions contemplated by the Merger Agreement (the “Closing”), the Company will domesticate as a Delaware corporation in accordance with Section 388 of the DGCL, and the Cayman Islands Companies Law (2020 Revision) (the “Domestication”), (ii) at the Closing, upon the terms and subject to the conditions of the Merger Agreement, in accordance with the DGCL, Merger Sub will merge with and into SoFi, with SoFi continuing as the surviving corporation and a wholly owned subsidiary of the Company (the “Merger”), (iii) upon consummation of the Merger, and subject to the adjustments provided in the Merger Agreement, all of the common stock and preferred stock of SoFi, excluding the Company Redeemable Preferred Stock (as defined in the Merger Agreement), which will convert into Acquiror Series 1 Preferred Stock (as defined in the Merger Agreement), will be converted into the right to receive an aggregate number of shares of common stock, par value $0.0001 per share, of the Company (after the Domestication) (“SCH Common Stock”) equal to the quotient obtained by dividing (x) $6,569,840,376 by (y) $10.00 and (iv) upon the consummation of the Merger, the Company will be renamed “SoFi Technologies, Inc.” The Closing is subject to the satisfaction or waiver of certain closing conditions contained in the Merger Agreement, including the approval of the Company’s shareholders. On January 7, 2021, concurrently with the execution of the Merger Agreement, the Company entered into subscription agreements with certain investors (collectively, the "PIPE Investors"), pursuant to which, on the terms and subject to the conditions therein, the PIPE Investors have collectively subscribed for 122.5 million shares of SCH Common Stock for an aggregate purchase price equal to $1,225.0 million (the “PIPE Investment”), a portion of which is expected to be funded by one or more affiliates of the Sponsor. The PIPE Investment will be consummated substantially concurrently with the Closing, subject to the terms and conditions contemplated by the Subscription Agreements. On March 16, 2021, (i) the Company, SoFi and Merger Sub entered into the First Amendment to Agreement and Plan of Merger which amends the Merger Agreement and (ii) the Company, the Sponsor and SoFi entered into the First Amendment to Sponsor Support Agreement to reflect that the securities of the combined company are expected to trade on The Nasdaq Stock Market LLC instead of the New York Stock Exchange following the consummation of the SoFi Business Combination. In addition, SoFi, the Company and the applicable shareholders of SoFi have agreed to make conforming changes to the form of shareholders’ agreement contemplated by the Merger Agreement to be entered into at the closing of the Business Combination with SoFi. The consummation of the proposed SoFi Business Combination is subject to certain conditions as further described in the Merger Agreement. In connection with the proposed SoFi Business Combination, certain purported shareholders of the Company have filed lawsuits, including those described below, and other shareholders have threatened to file lawsuits alleging breaches of fiduciary duty and violations of the disclosure requirements of the Exchange Act. The Company believes that these allegations are without merit. These cases are in the early stages and the Company is unable to reasonably determine the outcome or estimate any potential losses, and, as such, has not recorded a loss contingency. On January 28, 2021, Tim Holtom (“Holtom”), a purported shareholder of the Company, filed a lawsuit in the Supreme Court of the State of New York, County of New York, captioned Tim Holtom v. Social Capital Hedosophia Holdings Corp. V, et al., case number 650647/2021, against the Company and the members of its board of directors (the “Holtom Complaint”). The Holtom Complaint asserts a breach of fiduciary duty claim against the individual defendants and an aiding and abetting claim against the Company. The Holtom Complaint alleges, among other things, that (i) the merger consideration is unfair, and (ii) the registration statement on Form S-4 filed with the SEC on January 11, 2021 regarding the proposed transaction involving SoFi (the “Registration Statement”) is materially misleading and incomplete. The Holtom Complaint seeks, among other things, to enjoin the proposed Business Combination, rescind the transaction or award rescissory damages to the extent it is consummated, and an award of attorneys’ fees and expenses. On January 29, 2021, Ryan Heitt (“Heitt”), a purported shareholder of the Company, filed a lawsuit in the Supreme Court of the State of New York, County of New York, captioned Ryan Heitt v. Social Capital Hedosophia Holdings Corp. V, et al., case number 650685/2021 against the members of its board of directors, Merger Sub and SoFi (the “Heitt Complaint”). The Heitt Complaint asserts a breach of fiduciary duty claim against the individual defendants and an aiding and abetting claim against the Company, Merger Sub and SoFi. The Heitt Complaint alleges, among other things, that the Registration Statement is materially misleading and incomplete. The Heitt Complaint seeks, among other things, to enjoin the proposed Business Combination, rescind the transaction or award rescissory damages to the extent it is consummated, and an award of attorneys’ fees and expenses. On February 3, 2021, counsel to Holtom and Heitt sent a joint letter to the Company's counsel (the “Joint Demand”), alleging that they “have identified several disclosure deficiencies” in the Registration Statement, and demanding that the Company issue corrective disclosures with regard to certain enumerated items. The Joint Demand asserts that a failure to issue the requested disclosures will expose the Company and its board of directors to liability. The parties resolved the allegations made by Holtom and Heitt and discontinuances of the lawsuits commenced by Holtom and Heitt are expected to be filed shortly. On February 15, 2021, Brian Levy, a purported shareholder of the Company, filed a lawsuit in the Supreme Court of the State of New York, County of Nassau, captioned Brian Levy v. Jennifer Dulski, et al., case number 601778/2021, against the members of the Company’s board of directors, SoFi, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and Goldman Sachs & Co. LLC (the “Levy Complaint”). The lawsuit was filed by Levy individually, and derivatively on behalf of nominal defendant the Company. The Levy Complaint alleges, among other things, that (i) the merger consideration is unfair, and (ii) the Registration Statement is materially misleading and incomplete. The Levy Complaint asserts: (i) a derivative claim for breach of fiduciary duty against the individual defendants; (ii) a derivative claim for causing the Company to fail to disclose material information against the individual defendants; (iii) a derivative claim for aiding and abetting the breaches of fiduciary duties against SoFi, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and Goldman Sachs & Co. LLC; (iv) an individual claim for negligent misrepresentation and concealment against all defendants; and (v) an individual claim for fraudulent misrepresentation and concealment against all defendants. The Levy Complaint seeks, among other things, to enjoin the proposed Business Combination, an award of compensatory and/or recessionary damages, and an award of attorneys' fees and expenses. The parties resolved the allegations made by Levy, and a Stipulation and Order dismissing the lawsuit filed by Levy was signed by the Court on April 19, 2021. On January 11, 2021 the Company issued a promissory note with the Sponsor for an aggregate amount of up to $2,500,000 (the “Promissory Note”). The Promissory Note is non-interest bearing and is due and payable in full on the earlier of (i) October 14, 2022 and (ii) the effective date of a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the maker and one or more businesses. As of the date of these financial statements, the Company has drawn $1,415,000 under this Promissory Note.
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Subsequent Events Management of the Company performed an evaluation of subsequent events that occurred after the balance sheet date through the date of this filing. During January 2021, Social Finance, Inc. entered into a business combination agreement (the “Agreement”) by and among Social Finance, Inc., Social Capital Hedosophia Holdings Corp. V, a Cayman Islands exempted company limited by shares (“Social Capital”), and Plutus Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Social Capital (“Merger Sub”). Pursuant to the Agreement, Merger Sub will merge with and into Social Finance, Inc., and Social Finance, Inc. will be the surviving corporation and a wholly owned subsidiary of Social Capital. In conjunction with the Agreement, the redeemable preferred stockholders waived their rights in the event of a liquidation, inclusive of the Series 1 Holders’ right to immediately receive the Series 1 proceeds of $323.4 million. The redeemable preferred stock redemption value will remain at $323.4 million, and all other material rights will remain the same, with the exception of added voting rights and the former liquidation provision triggered by an IPO is no longer of any effect. In conjunction with the Business Combination, the Special Payment provision from our 2019 Series 1 Investor Agreement was amended. The amended Series 1 Investor Agreement provides for a special distribution of $22.1 million to Series 1 investors, which is subject to adjustment in accordance with the Merger Agreement, and is contingent upon approval of the Agreement. Upon Agreement approval, the Special Payment will be initially measured and recognized within noninterest expense — general and administrative in the Consolidated Statements of Operations and Comprehensive Income (Loss), because this feature will be accounted for as an embedded derivative, which is not clearly and closely related to the host contract. During January 2021, the seller of our Apex interest exercised its Seller Call Option on our Apex equity investment, which resulted in a call payment of $107.5 million. Therefore, we will no longer recognize Apex equity investment income subsequent to the date the investment was called. See Note 1 under “—Equity Method Investments” for additional information. During January 2021, we made a payment of $133.4 million to repurchase certain Note Receivable Stockholder collateral in connection with exercising our Call Option Rights. During February 2021, we paid off the seller note issued in connection with our acquisition of Galileo for a total payment of $269.9 million, consisting of outstanding principal of $250.0 million and accrued interest of $19.9 million. During February 2021, Apex paid us $18.3 million in settlement of all of their outstanding obligations to us, which consisted of outstanding principal balances of $16.7 million and accrued interest of $1.6 million. During March 2021, the Company and Golden Pacific Bancorp, Inc. (“Golden Pacific”), a California corporation, entered into an Agreement and Plan of Merger (the “Bank Merger”), by and among the Company, a wholly-owned subsidiary of the Company and Golden Pacific, pursuant to which the Company will acquire all of the outstanding equity interests in Golden Pacific and thereby acquire its wholly-owned subsidiary, Golden Pacific Bank, National Association (“Golden Pacific Bank”), for total cash purchase consideration of $22.3 million, of which approximately $0.7 million could be held back by the Company in escrow (“Holdback Amount”) if certain legal proceedings with which Golden Pacific is involved as a plaintiff are not resolved at the time the Bank Merger closes. The Holdback Amount will be used for further financing or costs incurred associated with the litigation and any remaining amount upon resolution of the litigation will be released to the Golden Pacific shareholders. Alternatively, if the legal proceedings are resolved prior to the close of the Bank Merger and a favorable settlement is received, the merger consideration will be increased by the amount of such proceeds, net of all fees and expenses and taxes payable in respect of such proceeds, such that the settlement will be returned to the Golden Pacific shareholders. Golden Pacific is duly registered as a bank holding company with the Board of Governors of the Federal Reserve System. Golden Pacific Bank is a national banking association duly organized and validly existing and in good standing under the laws of the United States and is regulated by the OCC. Deposit accounts of Golden Pacific Bank are insured by the FDIC through the Deposit Insurance Fund to the fullest extent permitted by law. The closing of the Bank Merger is subject to regulatory approval, including approval from the OCC of a revised business plan for Golden Pacific Bank, and approval from the Federal Reserve to become a bank holding company and for a change of control, and other customary closing conditions, which the Company anticipates can be completed by the end of 2021. The Bank Merger will be accounted for as a business combination. The purchase consideration will be allocated to the tangible and intangible assets acquired and liabilities assumed based on the estimated fair values as of the acquisition date. The acquisition is not expected to be a significant acquisition under ASC 805 or Regulation S-X, Rule 3-05. In March 2021, we submitted an application to the Federal Reserve to become a bank holding company.
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Schedule I - Condensed Financial Information of Registrant |
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| Condensed Financial Information Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule I - Condensed Financial Information of Registrant | Social Finance, Inc. Condensed Balance Sheets (Parent Company Only) (In Thousands, Except for Share Data)
(1)See Note 5 to the Notes to Consolidated Financial Statements for information on VIEs. (2)Redemption amounts are $3,210,470 and $2,476,891 at December 31, 2020 and 2019, respectively. (3)Includes 5,000,000 non-voting common shares authorized and 1,380,852 non-voting common shares issued and outstanding as of December 31, 2020 and 2019. See Note 11 to the Notes to Consolidated Financial Statements for additional information. Social Finance, Inc. Condensed Statements of Operations and Comprehensive Loss (Parent Company Only) (In Thousands)
Social Finance, Inc. Condensed Statements of Cash Flows (Parent Company Only) (In Thousands)
The Condensed Financial Information of Registrant should be read in conjunction with the Consolidated Financial Statements of Social Finance, Inc. and accompanying notes thereto included elsewhere in this prospectus. For purposes of the Condensed Financial Information of Registrant, the parent company’s interest in consolidated subsidiaries is recorded based upon its proportionate share of the subsidiaries’ net assets, and the parent company’s equity in income (loss) of its consolidated subsidiaries is recorded based upon its proportionate share of the subsidiaries’ net income (loss), similar to the presentation under the equity method of accounting. Certain amounts presented in the Condensed Financial Information of Registrant are eliminated in the Consolidated Financial Statements of Social Finance, Inc. DebtThe parent company’s debt as of December 31, 2020 and 2019 consisted of a revolving credit facility, which matures in September 2023, risk retention warehouse facilities, which mature from June 2021 through November 2024, and a seller note, which was issued in connection with our acquisition of Galileo in May 2020 and which we paid off in full in February 2021. See Note 9 to the Notes to Consolidated Financial Statements for additional information on the parent company debt arrangements. See Note 2 to the Notes to Consolidated Financial Statements for additional information on our acquisitions.Temporary Equity See Note 10 to the Notes to Consolidated Financial Statements for information on the parent company redeemable preferred stock.Income Taxes The parent company files a consolidated federal income tax return with its U.S. subsidiaries. Additionally, the parent company files various consolidated or separate company state income tax returns. The parent company regularly reviews the realizability of deferred tax assets and records valuation allowances where deferred tax assets are not more-likely-than-not to be realizable. In each jurisdiction in which the parent company files consolidated returns, deferred tax liabilities of its subsidiaries can be used as evidence of future sources of income, which allows the parent company to recognize deferred tax assets to the extent its subsidiaries incur net deferred tax liabilities. Parent company deferred tax assets were $17,101 and $8,445 as of December 31, 2020 and 2019, respectively, which primarily consisted of net operating loss and other credit carryforwards and are presented within other assets in the Condensed Balance Sheets. Income tax (expense) benefit of $113,548, $5,122 and $(33,914) for the years ended December 31, 2020, 2019 and 2018, respectively, reflect the valuation allowance position of the consolidated group in each respective year. The significant change in the parent company income tax position for the year ended December 31, 2020 relative to 2019 was primarily due to a partial release of the valuation allowance in the second quarter of 2020 in connection with deferred tax liabilities acquired in the acquisition of Galileo in May 2020. See Note 13 to the Notes to Consolidated Financial Statements for additional information regarding the valuation allowance in each year and consolidated tax results.Commitments, Guarantees and Contingencies Commitments The parent company’s commitments as of December 31, 2020 and 2019 consisted of multi-year, non-cancelable operating leases primarily for leases of office space. Additionally, in September 2019, the parent company entered into several agreements associated with SoFi Stadium, which include the stadium itself, a performance venue and a future shopping district, which were determined to contain both lease and non-lease components and which either commenced during the year ended December 31, 2020 or have not yet commenced as of December 31, 2020. See Note 15 to the Notes to Consolidated Financial Statements for additional information on these commitments. Guarantees As of December 31, 2020 and 2019, the parent company had a total of $8.6 million in letters of credit outstanding with financial institutions, which were issued for the purpose of securing certain of its operating lease obligations. A portion of the letters of credit was collateralized by $2.6 million of the parent company’s cash as of December 31, 2020 and 2019, which is included within restricted cash and restricted cash equivalents in the Condensed Balance Sheets. Contingencies The parent company has a contingency with regard to certain provisions of the Naming and Sponsorship Agreement for SoFi Stadium as it relates to the sponsorship fees for the initial contract year (July 1, 2020 to March 31, 2021). As of December 31, 2020, the parent company determined that the contingent liability remained appropriate and, therefore, did not record any additional expense. See Note 15 to the Notes to Consolidated Financial Statements for additional information related to the contingent matter and the parent company’s potential exposure. Cash Dividends The parent company has not received cash dividends from its subsidiaries during the years ended December 31, 2020, 2019 and 2018.Intercompany Transactions Management Services Agreement In April 2019, the parent company entered into a management services agreement with its wholly-owned subsidiary, SoFi Securities, LLC (“SoFi Securities”), which replaced a similar agreement in effect during the year ended December 31, 2018. The agreement provides for SoFi Securities to reimburse the parent company for any direct third-party expenses paid by the parent company on behalf of SoFi Securities. Amounts due from SoFi Securities were $2,780 and $3,654 as of December 31, 2020 and 2019, respectively, and are presented within intercompany receivables in the Condensed Balance Sheets. Promissory Note In January 2015, the parent company entered into an agreement with SoFi Lending Corp. for the issuance of a promissory note, which is uncollateralized, has no stated limit or maturity date and is payable on demand. The promissory note incurs interest at a variable rate equal to three-month LIBOR plus 2.0%. Interest income on the promissory note is recorded within interest income — intercompany in the Condensed Statements of Operations and Comprehensive Loss. Amounts due from SoFi Lending Corp., inclusive of accrued interest, were $69,072 and $298,269 as of December 31, 2020 and 2019, respectively, and are presented within intercompany receivables in the Condensed Balance Sheets. Related Party Transactions See Note 14 to the Notes to Consolidated Financial Statements for information about related party transactions.
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) |
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| Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Risks and Uncertainties | Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
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Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
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| Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report as amended on Form 10-K/A for the period ended December 31, 2020 as filed with the SEC on April 22, 2021, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2020 is derived from the audited financial statements presented in the Company’s Annual Report as amended on Form 10-K/A for the period ended December 31, 2020 as filed with the SEC on April 22, 2021. The interim results for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation. The Unaudited Condensed Consolidated Financial Statements include the accounts of the Company, its wholly-owned and majority-owned subsidiaries and certain consolidated VIEs. All intercompany accounts were eliminated in consolidation. The Unaudited Condensed Consolidated Financial Statements were prepared in conformity with accounting principles generally accepted in the United States (“GAAP”) and in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”). We condensed or omitted certain notes and other financial information form the interim financial statements presented herein. The financial data and other information disclosed in these Notes to Unaudited Condensed Consolidated Financial Statements related to the three months ended March 31, 2021 and 2020 are unaudited. The unaudited interim financial statements have been prepared on the same basis as the annual consolidated statements and, in the opinion of management, 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 months ended March 31, 2021 are not necessarily indicative of the results to be expected for the full year ending December 31, 2021.
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Basis of Presentation The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its majority owned subsidiary where the Company has the ability to exercise control. All significant intercompany balances and transactions have been eliminated in consolidation. Activities in relation to the noncontrolling interest are not considered to be significant and are, therefore, not presented in the accompanying consolidated financial statements.
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The consolidated financial statements include the accounts of the Company, its wholly-owned and majority-owned subsidiaries and certain consolidated VIEs. All intercompany accounts were eliminated in consolidation. The consolidated financial statements were prepared in conformity with accounting principles generally accepted in the United States (“GAAP”) and in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”). | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
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Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
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| Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. The preparation of our Unaudited Condensed Consolidated Financial Statements and related disclosures in conformity with GAAP requires management to make assumptions and estimates that affect the amounts reported in our Unaudited Condensed Consolidated Financial Statements and accompanying notes. Management bases its estimates on historical experience and on various other factors it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of our assets and liabilities. These judgments, assumptions and estimates include, but are not limited to, the following: (i) fair value measurements; (ii) stock-based compensation expense, and (iii) business combinations. These judgments, estimates and assumptions are inherently subjective in nature and, therefore, actual results may differ from our estimates and assumptions.
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Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
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The preparation of our Consolidated Financial Statements and related disclosures in conformity with GAAP requires management to make assumptions and estimates that affect the amounts reported in our Consolidated Financial Statements and accompanying notes. Management bases its estimates on historical experience and on various other factors it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of our assets and liabilities. These judgments, assumptions and estimates include, but are not limited to, the following: (i) fair value measurements; (ii) stock-based compensation expense, and (iii) business combinations. These judgments, estimates and assumptions are inherently subjective in nature and, therefore, actual results may differ from our estimates and assumptions. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2021 and December 31, 2020.
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Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At March 31, 2021 and December 31, 2020, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury Securities.
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Marketable Securities Held in Trust Account At December 31, 2020, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury Securities. Warrant Liabilities The Company evaluated the Public Warrants and Private Placement Warrants (collectively, “Warrants”, which are discussed in Note 4, Note 5, Note 8 and Note 9) in accordance with ASC 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity”, and concluded that a provision in the Warrant Agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants are recorded as derivative liabilities on the Consolidated Balance Sheet and measured at fair value at inception (on the date of the IPO) and at each reporting date in accordance with ASC 820, “Fair Value Measurement”, with changes in fair value recognized in the Consolidated Statement of Operations in the period of change.
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| Warrant Liabilities | Warrant Liabilities The Company evaluated the Public Warrants and Private Placement Warrants (collectively, “Warrants”) in accordance with ASC 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity,” and concluded that a provision in the Warrant Agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants are recorded as derivative liabilities in the condensed consolidated balance sheets and measured at fair value on the date of the Initial Public Offering and at each reporting date in accordance with ASC 820, “Fair Value Measurement,” with changes in fair value recognized in the condensed consolidated statement of operations in the period of change.
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| Class A Ordinary Shares Subject to Possible Redemption and Components of Equity | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480, “Distinguishing Liabilities from Equity”. Class A redeemable ordinary shares are classified as temporary equity. Non-redeemable ordinary shares are classified as permanent equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption are presented as temporary equity in the Company’s condensed consolidated balance sheets. Components of Equity Upon the Initial Public Offering, the Company issued Class A Ordinary shares and Warrants. The Company allocated the proceeds received from the issuance using the with-and-without method.
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Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480, “Distinguishing Liabilities from Equity”. Class A redeemable ordinary shares are classified as temporary equity. Non-redeemable ordinary shares are classified as permanent equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption are presented as temporary equity in the Company’s Consolidated Balance Sheet. Components of Equity Upon the IPO, the Company issued Class A Ordinary shares and Warrants. The Company allocated the proceeds received from the issuance using the with-and-without method. Under that method, the Company first allocated the proceeds to the Warrants based on their initial fair value measurement of $44,156,250 and then allocated the remaining proceeds, net of underwriting discounts and offering costs of $42,659,062, to the Class A Ordinary shares. A portion of the 80,500,000 Class A Ordinary shares are presented within temporary equity, as certain shares are subject to redemption upon the occurrence of events not solely within the Company’s control.
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| Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented.
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Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. On March 27, 2020, President Trump signed the Coronavirus Aid, Relief, and Economic Security “CARES” Act into law. The CARES Act includes several significant business tax provisions that, among other things, would eliminate the taxable income limit for certain net operating losses (“NOLs”) and allow businesses to carry back NOLs arising in 2018, 2019 and 2020 to the five prior years, suspend the excess business loss rules, accelerate refunds of previously generated corporate alternative minimum tax credits, generally loosen the business interest limitation under IRC section 163(j) from 30 percent to 50 percent among other technical corrections included in the Tax Cuts and Jobs Act tax provisions. The Company does not believe that the CARES Act will have a significant impact on Company's financial position or statement of operations.
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We recognize deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities, as well as for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the tax rates that are expected to apply to taxable income for the years in which those tax assets and liabilities are expected to be realized or settled. In assessing the realizability of deferred tax assets, management reviews all available positive and negative evidence. Valuation allowances are recorded to reduce deferred tax assets to the amount we believe is more likely than not to be realized. We follow accounting guidance in ASC 740, Income Taxes, as it relates to uncertain tax positions, which provides information and procedures for financial statement recognition and measurement of tax positions taken, or expected to be taken, in tax returns. The tax effects from an uncertain tax position can be recognized in the financial statements only if the tax position would more likely than not be upheld on examination by the taxing authorities based on the merits of the tax position. Management is required to analyze all open tax years, as defined by the statute of limitations, for all jurisdictions. We accrue tax penalties and interest, if any, as incurred and recognize them within income tax (expense) benefit in our Consolidated Statements of Operations and Comprehensive Income (Loss). | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net Income (Loss) per Ordinary Share | Net Income (Loss) per Ordinary Share Net income (loss) per share is computed by dividing net income by the weighted-average number of ordinary shares outstanding during the period. The Company’s condensed consolidated statement of operations includes a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income (loss) per ordinary, basic and diluted, for ordinary shares subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account by the weighted average number of ordinary shares subject to possible redemption outstanding since the original issuance. Net income (loss) per ordinary share, basic and diluted, for non-redeemable ordinary shares is calculated by dividing the net income (loss), adjusted for income or loss on marketable securities attributable to ordinary shares subject to possible redemption, by the weighted average number of non-redeemable ordinary shares outstanding for the period. Non-redeemable ordinary shares includes Founder Shares and non-redeemable Class A ordinary shares as these shares do not have any redemption features. Non-redeemable ordinary shares participate in the income or loss on marketable securities based on non-redeemable shares’ proportionate interest.
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Net Income (Loss) per Ordinary Share Net income (loss) per share is computed by dividing net income by the weighted-average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 28,125,000 shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s Consolidated Statement of Operations includes a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income (loss) per ordinary, basic and diluted, for Ordinary shares subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account by the weighted average number of Ordinary shares subject to possible redemption outstanding since the original issuance. Net income (loss) per share, basic and diluted, for non-redeemable ordinary shares is calculated by dividing the net income (loss), adjusted for income or loss on marketable securities attributable to Ordinary shares subject to possible redemption, by the weighted average number of non-redeemable ordinary shares outstanding for the period. Non-redeemable common stock includes Founder Shares and non-redeemable Class A ordinary shares as these shares do not have any redemption features. Non-redeemable ordinary shares participate in the income or loss on marketable securities based on non-redeemable shares’ proportionate interest. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):
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| Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Depository Insurance Coverage limit of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
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Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Depository Insurance Coverage limit of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company follows the guidance in ASC Topic 820, “Fair Value Measurement”, for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:
Fair Value Measurements 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. We use a three-level fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis in periods subsequent to their initial measurement. The hierarchy requires us to use observable inputs when available and to minimize the use of unobservable inputs when determining fair value. The three levels are defined as follows: •Level 1 — Quoted prices in active markets for identical assets or liabilities, accessible by us at the measurement date. •Level 2 — Quoted prices for similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active, or observable inputs other than quoted prices. •Level 3 — 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.A financial instrument’s categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. Instruments are categorized in Level 3 of the fair value hierarchy based on the significance of unobservable factors in the overall fair value measurement. As a result, the related gains and losses for assets and liabilities within the Level 3 category presented in Note 7 may include changes in fair value that are attributable to both observable and unobservable inputs.
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Fair Value of Financial Instruments The Company follows the guidance in ASC Topic 820, “Fair Value Measurement”, for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:
See Note 9 for additional information on assets and liabilities measured at fair value.
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Fair Value Measurements 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. We use a three-level fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis in periods subsequent to their initial measurement. The hierarchy requires us to use observable inputs when available and to minimize the use of unobservable inputs when determining fair value. The three levels are defined as follows: •Level 1 — Quoted prices in active markets for identical assets or liabilities, accessible by us at the measurement date. •Level 2 — Quoted prices for similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active, or other observable inputs other than quoted prices. •Level 3 — 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.A financial instrument’s categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. Instruments are categorized in Level 3 of the fair value hierarchy based on the significance of unobservable factors in the overall fair value measurement. As a result, the related gains and losses for assets and liabilities within the Level 3 category presented in Note 8 may include changes in fair value that are attributable to both observable and unobservable inputs.
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| Recent Accounting Standards | Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company early adopted ASU 2020-06 on January 1, 2021. The adoption of ASU 2020-06 did not have an impact on the Company’s financial statements. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying condensed consolidated financial statements. We did not adopt any accounting standards during the three months ended March 31, 2021.Facilitation of the Effects of Reference Rate Reform on Financial Reporting In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848): Scope, which clarifies the scope of ASC 848 for certain derivative instruments that use an interest rate for margining, discounting or contract price alignment. ASU 2020-04 and ASU 2021-01 were both effective upon issuance and may be applied to contract modifications from January 1, 2020 through December 31, 2022. We are in the process of reviewing our borrowings and Series 1 redeemable preferred stock dividends that utilize LIBOR as the reference rate and are evaluating options for modifying such arrangements in accordance with the provisions of the standard and the potential impact that such modifications may have on the condensed consolidated financial statements and related disclosures. Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. This ASU simplifies the accounting for certain convertible instruments, amends the guidance on derivative scope exceptions for contracts in an entity’s own equity, and modifies the guidance on diluted earnings per share calculations as a result of these changes. The standard is effective for fiscal years and interim periods beginning after December 15, 2023. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. We are currently evaluating the effect of adopting this standard on our condensed consolidated financial statements and related disclosures.
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Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying consolidated financial statements.
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Recently Adopted Accounting Standards Measurement of Credit Losses on Financial Instruments In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses: Measurement of Credit Losses on Financial Instruments. This ASU required timelier recording of credit losses on loans and other financial instruments. This standard aligned the accounting with the economics of lending by requiring banks and other lending institutions to immediately record the full amount of credit losses that were expected in their loan portfolios. The new guidance required an organization to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions and reasonable and supportable forecasts. This standard required enhanced disclosures related to the significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an organization’s portfolio. Additionally, the new guidance amended the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. Subsequently in November 2018, the FASB issued ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments — Credit Losses, which extended the transition date of the amendments in ASU 2016-13 to January 1, 2022, with early application permitted. At the time of adoption, the standard applied to our measurement of expected credit losses on trade accounts receivable from contracts with customers, certain financing receivables and certain loan repurchase reserves representing guarantees of credit exposure. We adopted ASU 2016-13 on January 1, 2020, and there was not a material impact on our consolidated financial statements. Codification Improvements to Financial Instruments In March 2020, the FASB issued ASU 2020-03, Codification Improvements to Financial Instruments, which revised a wide variety of topics in the Codification with the intent to make the Codification easier to understand and apply by eliminating inconsistencies and providing clarifications. ASU 2020-03 was effective immediately upon its release in March 2020 and had an immaterial impact on our consolidated financial statements. Recent Accounting Standards Issued, But Not Yet Adopted Facilitation of the Effects of Reference Rate Reform on Financial Reporting In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. This ASU provides optional expedients and exceptions, subject to meeting certain criteria, for applying existing U.S. GAAP contract modification accounting due to the expected phase out of the London Interbank Offered Rate (“LIBOR”) by the end of 2021. The standard applies to both contract modifications that replace a reference rate affected by reference rate reform and contemporaneous modifications of other contract terms related to the replacement of the reference rate. The standard was effective upon issuance and may be applied to contract modifications from January 1, 2020 through December 31, 2022. The provisions of the standard must be applied prospectively for all similar eligible contract modifications. We are in the process of reviewing our borrowings and Series 1 redeemable preferred stock dividends that utilize LIBOR as the reference rate and are evaluating options for modifying such arrangements in accordance with the provisions of the standard and the potential impact that such modifications may have on the consolidated financial statements and related disclosures. We have not modified the reference rates in any applicable agreements as of December 31, 2020. Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. This ASU simplifies the accounting for certain convertible instruments, amends the guidance on derivative scope exceptions for contracts in an entity’s own equity, and modifies the guidance on diluted earnings per share calculations as a result of these changes. The standard is effective for fiscal years and interim periods beginning after December 15, 2023. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. We are currently evaluating the effect of adopting this standard on our consolidated financial statements and related disclosures.
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Organization, Consolidation and Presentation of Financial Statements (Policies) |
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| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report as amended on Form 10-K/A for the period ended December 31, 2020 as filed with the SEC on April 22, 2021, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2020 is derived from the audited financial statements presented in the Company’s Annual Report as amended on Form 10-K/A for the period ended December 31, 2020 as filed with the SEC on April 22, 2021. The interim results for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation. The Unaudited Condensed Consolidated Financial Statements include the accounts of the Company, its wholly-owned and majority-owned subsidiaries and certain consolidated VIEs. All intercompany accounts were eliminated in consolidation. The Unaudited Condensed Consolidated Financial Statements were prepared in conformity with accounting principles generally accepted in the United States (“GAAP”) and in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”). We condensed or omitted certain notes and other financial information form the interim financial statements presented herein. The financial data and other information disclosed in these Notes to Unaudited Condensed Consolidated Financial Statements related to the three months ended March 31, 2021 and 2020 are unaudited. The unaudited interim financial statements have been prepared on the same basis as the annual consolidated statements and, in the opinion of management, 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 months ended March 31, 2021 are not necessarily indicative of the results to be expected for the full year ending December 31, 2021.
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Basis of Presentation The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its majority owned subsidiary where the Company has the ability to exercise control. All significant intercompany balances and transactions have been eliminated in consolidation. Activities in relation to the noncontrolling interest are not considered to be significant and are, therefore, not presented in the accompanying consolidated financial statements.
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The consolidated financial statements include the accounts of the Company, its wholly-owned and majority-owned subsidiaries and certain consolidated VIEs. All intercompany accounts were eliminated in consolidation. The consolidated financial statements were prepared in conformity with accounting principles generally accepted in the United States (“GAAP”) and in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”). | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Use of Judgments, Assumptions and Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. The preparation of our Unaudited Condensed Consolidated Financial Statements and related disclosures in conformity with GAAP requires management to make assumptions and estimates that affect the amounts reported in our Unaudited Condensed Consolidated Financial Statements and accompanying notes. Management bases its estimates on historical experience and on various other factors it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of our assets and liabilities. These judgments, assumptions and estimates include, but are not limited to, the following: (i) fair value measurements; (ii) stock-based compensation expense, and (iii) business combinations. These judgments, estimates and assumptions are inherently subjective in nature and, therefore, actual results may differ from our estimates and assumptions.
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Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
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The preparation of our Consolidated Financial Statements and related disclosures in conformity with GAAP requires management to make assumptions and estimates that affect the amounts reported in our Consolidated Financial Statements and accompanying notes. Management bases its estimates on historical experience and on various other factors it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of our assets and liabilities. These judgments, assumptions and estimates include, but are not limited to, the following: (i) fair value measurements; (ii) stock-based compensation expense, and (iii) business combinations. These judgments, estimates and assumptions are inherently subjective in nature and, therefore, actual results may differ from our estimates and assumptions. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Business Combinations | Business Combinations We account for acquisitions of entities or asset groups that qualify as businesses using the acquisition method of accounting in accordance with ASC 805, Business Combinations. Purchase consideration is allocated to the tangible and intangible assets acquired and liabilities assumed based on the estimated fair values as of the acquisition date, which are measured in accordance with the principles outlined in Accounting Standards Codification (“ASC”) 820, Fair Value Measurement. The determination of fair value requires management to make estimates about discount rates, future expected cash flows, market conditions and other future events that are highly subjective in nature. The excess of the total purchase consideration over the fair value of the identified net assets acquired is recognized as goodwill. The results of the acquired businesses are included in our results of operations beginning from the date of acquisition. Acquisition-related costs are expensed as incurred. During the measurement period, which may be up to one year from the acquisition date, we may record adjustments to the allocation of purchase consideration and to the fair values of assets acquired and liabilities assumed to the extent that additional information becomes available. After this period, any subsequent adjustments are recorded in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.
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We account for acquisitions of entities or asset groups that qualify as businesses using the acquisition method of accounting in accordance with ASC 805, Business Combinations. Purchase consideration is allocated to the tangible and intangible assets acquired and liabilities assumed based on the estimated fair values as of the acquisition date, which are measured in accordance with the principles outlined in Accounting Standards Codification (“ASC”) 820, Fair Value Measurement. The determination of fair value requires management to make estimates about discount rates, future expected cash flows, market conditions and other future events that are highly subjective in nature. The excess of the total purchase consideration over the fair value of the identified net assets acquired is recognized as goodwill. See “— Goodwill and Intangible Assets” for our related accounting policy. The results of the acquired businesses are included in our results of operations beginning from the date of acquisition. Acquisition-related costs are expensed as incurred. During the measurement period, which may be up to one year from the acquisition date, we may record adjustments to the allocation of purchase consideration and to the fair values of assets acquired and liabilities assumed to the extent that additional information becomes available. After this period, any subsequent adjustments are recorded in the Consolidated Statements of Operations and Comprehensive Income (Loss). | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Consolidation of Variable Interest Entities | We enter into arrangements in which we originate loans, establish a special purpose entity (“SPE”), and transfer loans to the SPE. We retain the servicing rights of those loans and hold additional interests in the SPE. We evaluate each such arrangement to determine whether we have a variable interest. If we determine that we have a variable interest in an SPE, we then determine whether the SPE is a VIE. If the SPE is a VIE, we assess whether we are the primary beneficiary of the VIE, such that we must consolidate the VIE on our Unaudited Condensed Consolidated Balance Sheets. To determine if we are the primary beneficiary, we identify the most significant activities and determine who has the power over those activities, and who absorbs the variability in the economics of the VIE. As of March 31, 2021 and December 31, 2020, we had 15 and 15 consolidated VIEs, respectively, on our Unaudited Condensed Consolidated Balance Sheets. Refer to Note 4 for more details regarding our consolidated VIEs. As of each of March 31, 2021 and December 31, 2020, there were two and one consolidated VIEs, respectively, which did not have securitization debt. We periodically reassess our involvement with each VIE in which we have a variable interest. We monitor matters related to our ability to control economic performance, such as management of the SPE and its underlying loans, contractual changes in the services provided, the extent of our ownership, and the rights of third parties to terminate us as the VIE servicer. In addition, we monitor the financial performance of each VIE for indications that we may or may not have the right to absorb benefits or the obligation to absorb losses associated with variability in the financial performance of the VIE that could potentially be significant to that VIE, which we define as a variable interest of greater than 10%. A significant change to the pertinent rights of us or other parties, 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 should be consolidated in future periods. VIE consolidation and deconsolidation may lead to increased volatility in our financial results and impact period-over-period comparability. Our maximum exposure to loss as a result of our involvement with consolidated VIEs is limited to our investment, which is eliminated in consolidation. 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 consolidated VIEs.
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We enter into arrangements in which we originate loans, establish a special purpose entity (“SPE”), and transfer loans to the SPE. We retain the servicing rights of those loans and hold additional interests in the SPE. We evaluate each such arrangement to determine whether we have a variable interest. If we determine that we have a variable interest in an SPE, we then determine whether the SPE is a VIE. If the SPE is a VIE, we assess whether we are the primary beneficiary of the VIE, such that we must consolidate the VIE on our Consolidated Balance Sheets. To determine if we are the primary beneficiary, we identify the most significant activities and determine who has the power over those activities, and who absorbs the variability in the economics of the VIE. As of December 31, 2020 and 2019, we had 15 and 18 consolidated VIEs, respectively, on our Consolidated Balance Sheets. Refer to Note 5 for more details regarding our consolidated VIEs. As of each balance sheet date presented, there was one consolidated VIE which did not have securitization debt. We periodically reassess our involvement with each VIE in which we have a variable interest. We monitor matters related to our ability to control economic performance, such as management of the SPE and its underlying loans, contractual changes in the services provided, the extent of our ownership, and the rights of third parties to terminate us as the VIE servicer. In addition, we monitor the financial performance of each VIE for indications that we may or may not have the right to absorb benefits or the obligation to absorb losses associated with variability in the financial performance of the VIE that could potentially be significant to that VIE, which we define as a variable interest of greater than 10%. A significant change to the pertinent rights of us or other parties, 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 should be consolidated in future periods. VIE consolidation and deconsolidation may lead to increased volatility in our financial results and impact period-over-period comparability. Our maximum exposure to loss as a result of our involvement with consolidated VIEs is limited to our investment, which is eliminated in consolidation. 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 consolidated VIEs.
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| Foreign Currency Translation Adjustments | We revalue assets, liabilities, income and expense denominated in non-U.S. currencies into U.S. dollars using applicable exchange rates. Gains and losses relating to foreign currency translation adjustments are included in accumulated other comprehensive loss in our Consolidated Balance Sheets. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Fair Value Measurements | Fair Value of Financial Instruments The Company follows the guidance in ASC Topic 820, “Fair Value Measurement”, for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:
Fair Value Measurements 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. We use a three-level fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis in periods subsequent to their initial measurement. The hierarchy requires us to use observable inputs when available and to minimize the use of unobservable inputs when determining fair value. The three levels are defined as follows: •Level 1 — Quoted prices in active markets for identical assets or liabilities, accessible by us at the measurement date. •Level 2 — Quoted prices for similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active, or observable inputs other than quoted prices. •Level 3 — 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.A financial instrument’s categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. Instruments are categorized in Level 3 of the fair value hierarchy based on the significance of unobservable factors in the overall fair value measurement. As a result, the related gains and losses for assets and liabilities within the Level 3 category presented in Note 7 may include changes in fair value that are attributable to both observable and unobservable inputs.
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Fair Value of Financial Instruments The Company follows the guidance in ASC Topic 820, “Fair Value Measurement”, for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:
See Note 9 for additional information on assets and liabilities measured at fair value.
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Fair Value Measurements 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. We use a three-level fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis in periods subsequent to their initial measurement. The hierarchy requires us to use observable inputs when available and to minimize the use of unobservable inputs when determining fair value. The three levels are defined as follows: •Level 1 — Quoted prices in active markets for identical assets or liabilities, accessible by us at the measurement date. •Level 2 — Quoted prices for similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active, or other observable inputs other than quoted prices. •Level 3 — 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.A financial instrument’s categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. Instruments are categorized in Level 3 of the fair value hierarchy based on the significance of unobservable factors in the overall fair value measurement. As a result, the related gains and losses for assets and liabilities within the Level 3 category presented in Note 8 may include changes in fair value that are attributable to both observable and unobservable inputs.
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| Transfers of Financial Assets | The transfer of an entire financial asset and, to a much lesser extent, a participating interest in an entire financial asset in which we surrender control over the asset is accounted for as a sale if all of the following conditions are met: •the financial asset is isolated from the transferor and its consolidated affiliates as well as its creditors, even in bankruptcy or other receivership; •the transferee or beneficial interest holders have the right to pledge or exchange the transferred financial asset; and •the transferor, its consolidated affiliates and its agents do not maintain effective control over the transferred financial asset. Loan sales are aggregated in the financial statements due to the similarity of both the loans transferred and servicing arrangements. The portion of our income relating to ongoing servicing and the fair value of our servicing rights are dependent upon the performance of the sold loans. We measure the gain or loss on the sale of financial assets as the net assets received from the sale less the carrying amount of the loans sold. The net assets received from the sale represent the fair value of any assets obtained or liabilities incurred as part of the transaction, including but not limited to cash, servicing assets, retained securitization investments and recourse obligations. When securitizing loans, we employ a two-step transaction that includes the isolation of the underlying loans in a trust and the sale of beneficial interests in the trust to a bankruptcy-remote entity. Transfers of financial assets that do not qualify for sale accounting are reported as secured borrowings. Accordingly, the related assets remain on our Unaudited Condensed Consolidated Balance Sheets and continue to be reported and accounted for as if the transfer had not occurred. Cash proceeds received from these transfers are reported as liabilities, with related interest expense recognized over the life of the related secured borrowing. As a component of the loan sale agreements, we make certain representations to third parties that purchase our previously-held loans, some of which include Federal National Mortgage Association (“FNMA”) repurchase requirements and all of which are standard in nature and do not constrain our ability to recognize a sale for accounting purposes. Any significant estimated post-sale obligations or contingent obligations to the purchaser of the loans arising from these representations are accrued if probable and estimable. Pursuant to ASC 460, Guarantees, we establish a loan repurchase liability, which is based on historical experience and any current developments which would make it probable that we would buy back loans previously sold to third parties at the historical sales price. The loan repurchase liability is presented within accounts payable, accruals and other liabilities in the Unaudited Condensed Consolidated Balance Sheets, with the corresponding charges recorded within noninterest income — loan origination and sales in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.
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The transfer of an entire financial asset and, to a much lesser extent, a participating interest in an entire financial asset in which we surrender control over the asset is accounted for as a sale if all of the following conditions are met: •the financial asset is isolated from the transferor and its consolidated affiliates as well as its creditors, even in bankruptcy or other receivership; •the transferee or beneficial interest holders have the right to pledge or exchange the transferred financial asset; and •the transferor, its consolidated affiliates and its agents do not maintain effective control over the transferred financial asset. Loan sales are aggregated in the financial statements due to the similarity of both the loans transferred and servicing arrangements. The portion of our income relating to ongoing servicing and the fair value of our servicing rights are dependent upon the performance of the sold loans. We measure the gain or loss on the sale of financial assets as the net assets received from the sale less the carrying amount of the loans sold. The net assets received from the sale represent the fair value of any assets obtained or liabilities incurred as part of the transaction, including but not limited to cash, servicing assets, retained securitization investments and recourse obligations. When securitizing loans, we employ a two-step transaction that includes the isolation of the underlying loans in a trust and the sale of beneficial interests in the trust to a bankruptcy-remote entity. Transfers of financial assets that do not qualify for sale accounting are reported as secured borrowings. Accordingly, the related assets remain on our Consolidated Balance Sheets and continue to be reported and accounted for as if the transfer had not occurred. Cash proceeds received from these transfers are reported as liabilities, with related interest expense recognized over the life of the related secured borrowing. As a component of the loan sale agreements, we make certain representations to third parties that purchase our previously-held loans, some of which include Federal National Mortgage Association (“FNMA”) repurchase requirements and all of which are standard in nature and do not constrain our ability to recognize a sale for accounting purposes. Any significant estimated post-sale obligations or contingent obligations to the purchaser of the loans arising from these representations are accrued if probable and estimable. Pursuant to ASC 460, Guarantees, we establish a loan repurchase liability, which is based on historical experience and any current developments which would make it probable that we would buy back loans previously sold to third parties at the historical sales price. The loan repurchase liability is presented within accounts payable, accruals and other liabilities in the Consolidated Balance Sheets, with the corresponding charges recorded within noninterest income — loan origination and sales in the Consolidated Statements of Operations and Comprehensive Income (Loss).
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| Cash and Cash Equivalents | Cash and cash equivalents include unrestricted deposits with financial institutions in checking, money market and short-term certificate of deposit accounts. We consider all highly liquid investments with original maturity dates of three months or less to be cash equivalents. | Cash and cash equivalents include unrestricted deposits with financial institutions in checking, money market and short-term certificate of deposit accounts. We consider all highly liquid investments with original maturity dates of three months or less to be cash equivalents. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Restricted Cash and Restricted Cash Equivalents | Restricted cash and restricted cash equivalents consist primarily of cash deposits, certificate of deposit accounts held on reserve, money market funds held by consolidated VIEs, funds reserved for committed stock purchases, and collection balances. These accounts are earmarked as restricted because these balances are either member balances held in our custody, escrow requirements for certain debt facilities and derivative agreements, deposits required by Member Banks that support one or more of our products, collection balances awaiting disbursement to investors, or represent consolidated VIE cash balances that we cannot use for general operating purposes. | Restricted cash and restricted cash equivalents consist primarily of cash deposits, certificate of deposit accounts held on reserve, money market funds held by consolidated VIEs, funds reserved for committed stock purchases, and collateral collection balances. These accounts are earmarked as restricted because these balances are either held in escrow as required for certain debt facilities and derivative agreements or represent consolidated VIE cash balances that we cannot use for general operating purposes. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Loans | As of March 31, 2021, our loan portfolio consisted of personal loans, student loans and home loans, which are measured at fair value, and credit card loans, which are measured at amortized cost, and which we began originating in the third quarter of 2020. As of December 31, 2020, we also had a commercial loan, which is further discussed below. Loans Measured at Fair Value Our personal loans, student loans and home loans are carried at fair value on a recurring basis and, therefore, all direct fees and costs related to the origination process are recognized in earnings as earned or incurred. We elected the fair value option to measure these loans, as we believe that fair value best reflects the expected economic performance of the loans, as well as our intentions given our gain on sale origination model. We record the initial fair value measurement and subsequent measurement changes in fair value in the period in which the changes occur within noninterest income — loan origination and sales in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. Our consolidated loans are originated with the intention to sell to third-party investors and are, therefore, considered held for sale. Securitized loans are assets held by consolidated SPEs as collateral for bonds issued, for which fair value changes are recorded within noninterest income — securitizations in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. Gains or losses recognized upon deconsolidation of a VIE are also recorded within noninterest income — securitizations. Loans do not trade in an active market with readily observable prices. We determine the fair value of our loans using a discounted cash flow methodology, while also considering market data as it becomes available. We classify loans as Level 3 because the valuations utilize significant unobservable inputs. We consider a loan to be delinquent when the borrower has not made the scheduled payment amount within one day of the scheduled payment date, provided the borrower is not in school or in deferment, forbearance or within an agreed-upon grace period. Loan deferment is a provision in the student loan contract that permits the borrower to defer payments while enrolled at least half time in school. During the deferment period, interest accrues on the loan balance and is capitalized to the loan when the loan enters repayment status, which begins when the student no longer qualifies for deferment. Whereas deferment only relates to student loans, forbearance applies to student loans, personal loans and home loans. A borrower in repayment may generally request forbearance for reasons including a FEMA-declared disaster, unemployment, economic hardship or general economic uncertainty. Forbearance typically cannot exceed a total of 12 months over the life of the loan. During the year ended December 31, 2020 and, to a lesser extent, the three months ended March 31, 2021, requests for forbearance have also included impacts related to the COVID-19 pandemic. If forbearance is granted, interest continues to accrue during the forbearance period and is capitalized to the loan when the borrower resumes making payments. At the conclusion of a forbearance period, the contractual monthly payment is recalculated and is generally higher as a result. Delinquent loans are charged off after 120 days of nonpayment or on the date of confirmed loss, at which time we stop accruing interest and reverse all accrued but unpaid interest as of such date. Additional information about our loans measured at fair value is included in Note 3 through Note 5, as well as Note 7. Loans Measured at Amortized Cost As of March 31, 2021 and December 31, 2020, loans measured at amortized cost included credit card loans. During the fourth quarter of 2020, we also issued a commercial loan, which had a principal balance of $16,500 and accumulated unpaid interest of $12 as of December 31, 2020, all of which was repaid during January 2021. For loans measured at amortized cost, we present accrued interest within loans in the Unaudited Condensed Consolidated Balance Sheets. We launched our credit card product in the third quarter of 2020, which was expanded to a broader market in the fourth quarter of 2020. Credit card loans are reported as delinquent when they become 30 or more days past due. Credit card loans are charged off after 180 days of nonpayment or on the date of the confirmed loss, at which time we stop accruing interest and reverse all accrued but unpaid interest as of such date. When payments are received against charged off credit card loans, we use the cash basis method and resume the accrual of interest. Credit card loans charged off during the three months ended March 31, 2021 were immaterial. There were no credit card loans on nonaccrual status as of March 31, 2021 and December 31, 2020. The following table presents the aging analysis of our credit card loans as of the dates indicated:
_______________ (1)As of March 31, 2021, all of the credit card loans that were 90 days or more past due continued to accrue interest. (2)Presented before allowance for credit losses and excludes accrued interest of $49 and $2 as of March 31, 2021 and December 31, 2020, respectively.
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Our loan portfolio consists of personal loans, student loans and home loans, which are measured at fair value, and credit card loans and a commercial loan, which are measured at amortized cost and were new to our business in 2020. Loans Measured at Fair Value Our personal, student and home loans are carried at fair value on a recurring basis and, therefore, all direct fees and costs related to the origination process are recognized in earnings as earned or incurred. We elected the fair value option to measure these loans, as we believe that fair value best reflects the expected economic performance of the loans, as well as our intentions given our gain on sale origination model. We record the initial fair value measurement and subsequent measurement changes in fair value in the period in which the changes occur within noninterest income — loan origination and sales in the Consolidated Statements of Operations and Comprehensive Income (Loss). Our consolidated loans are originated with the intention to sell to third-party investors and are, therefore, considered held for sale. Securitized loans are assets held by consolidated SPEs as collateral for bonds issued, for which fair value changes are recorded within noninterest income — securitizations in the Consolidated Statements of Operations and Comprehensive Income (Loss). Gains or losses recognized upon deconsolidation of a VIE are also recorded within noninterest income — securitizations. Loans do not trade in an active market with readily observable prices. We determine the fair value of our loans using a discounted cash flow methodology, while also considering market data as it becomes available. We classify loans as Level 3 because the valuations utilize significant unobservable inputs. We consider a loan to be delinquent when the borrower has not made the scheduled payment amount within one day of the scheduled payment date, provided the borrower is not in school or in deferment, forbearance or within an agreed-upon grace period. Loan deferment is a provision in the student loan contract that permits the borrower to defer payments while enrolled at least half time in school. During the deferment period, interest accrues on the loan balance and is capitalized to the loan when the loan enters repayment status, which begins when the student no longer qualifies for deferment. Whereas deferment only relates to student loans, forbearance applies to student loans, personal loans and home loans. A borrower in repayment may generally request forbearance for reasons including a FEMA-declared disaster, unemployment, economic hardship or general economic uncertainty. Forbearance typically cannot exceed a total of 12 months over the life of the loan. During the year ended December 31, 2020, requests for forbearance have also included impacts related to the COVID-19 pandemic. If forbearance is granted, interest continues to accrue during the forbearance period and is capitalized to the loan when the borrower resumes making payments. At the conclusion of a forbearance period, the contractual monthly payment is recalculated and is generally higher as a result. Delinquent loans are charged off after 120 days of nonpayment or on the date of confirmed loss, at which time we stop accruing interest and reverse all accrued but unpaid interest as of such date. Additional information about our loans measured at fair value is included in Note 4 through Note 6, as well as Note 8. Loans Measured at Amortized Cost As of December 31, 2020, loans measured at amortized cost include credit card loans and a commercial loan. We did not have any loans measured at amortized cost as of December 31, 2019. For loans measured at amortized cost, we present accrued interest within loans in the Consolidated Balance Sheets. During the fourth quarter of 2020, we issued a commercial loan, which had a principal balance of $16,500 and accumulated unpaid interest of $12 as of December 31, 2020, all of which was repaid during January 2021. We launched our credit card product in the third quarter of 2020, which was expanded to a broader market in the fourth quarter of 2020. Credit card loans are reported as delinquent when they become 30 or more days past due. Credit card loans will be charged off after 180 days of nonpayment or on the date of the confirmed loss, at which time we will stop accruing interest and reverse all accrued but unpaid interest as of such date. When payments are received against charged off credit card loans, we will use the cash basis method and resume the accrual of interest. As our credit card loans were outstanding for less than 180 days as of December 31, 2020, there were no credit card loans subject to charge off. The following table presents the aging analysis of our credit card loans as of December 31, 2020, which excludes accrued interest of $2:
We did not have any credit card loans that were 90 days or more past due nor any credit card loans on nonaccrual status as of December 31, 2020.
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| Allowance for Credit Losses | Effective January 1, 2020, we adopted the provisions of Accounting Standards Update (“ASU”) 2016-13, Measurement of Credit Losses on Financial Instruments, which requires upfront recognition of lifetime expected credit losses using a current expected credit loss model. As of March 31, 2021, the standard was applicable to (i) cash equivalents and restricted cash equivalents, (ii) accounts receivable from contracts with customers, inclusive of servicing related receivables, (iii) margin receivables, which were attributable to our activities at 8 Limited, (iv) certain loan repurchase reserves representing guarantees of credit exposure, and (v) loans measured at amortized cost, including credit card loans. Our approaches to measuring the allowance for credit losses on the applicable financial assets are as follows: Cash equivalents and restricted cash equivalents: Our cash equivalents and restricted cash equivalents are short-term in nature and of high credit quality; therefore, we determined that our exposure to credit losses over the life of these instruments was immaterial. Accounts receivable from contracts with customers: Accounts receivable from contracts with customers as of the balance sheet dates are recorded at their original invoice amounts reduced by any allowance for credit losses. In accordance with the standard, we pool our accounts receivable, all of which are short-term in nature and arise from contracts with customers, based on shared risk characteristics to assess their risk of loss, even when that risk is remote. Certain of our historical accounts receivable balances did not have any write-offs. We use the aging method to establish an allowance for expected credit losses on accounts receivable balances and consider whether current conditions or reasonable and supportable forecasts about future conditions warrant an adjustment to our historical loss experience. In applying such adjustments, we primarily evaluate changes in customer creditworthiness, current economic conditions, expectations of near-term economic trends and changes in customer payment terms and collection trends. When we determine that a receivable is not collectible, we write off the uncollectible amount as a reduction to both the allowance and the gross asset balance. Recoveries are recorded when received and credited to provision for credit losses. Accrued interest is excluded from the measurement of the allowance for credit losses. Any change in the assumptions used in analyzing a specific account receivable may result in an additional allowance for credit losses being recognized in the period in which the change occurs. See Note 6 for additional information on our accounts receivable. Margin receivables: Our margin receivables of $1.7 million and $1.6 million as of March 31, 2021 and December 31, 2020, respectively, associated with margin lending services we offer to members through 8 Limited, which we acquired in 2020, are fully collateralized by the borrowers’ securities under collateral maintenance provisions, to which we regularly monitor adherence. Therefore, using the practical expedient in ASC 326-20-35-6, Financial Instruments — Credit Losses, we did not record expected credit losses on this pool of margin receivables, as the fair value of the underlying collateral is expected to exceed the amortized cost of the receivables. Loan repurchase reserves: We issue financial guarantees related to certain non-agency loan transfers, which are subject to repurchase based on the occurrence of certain credit-related events within a specified amount of time following loan transfer, which does not exceed 90 days from origination. We estimate the contingent guarantee liability based on our historical repurchase activity for similar types of loans and assess whether adjustments to our historical loss experience are required based on current conditions and forecasts of future conditions, as appropriate, as our exposure under the guarantee is short-term in nature. See Note 14 for additional information on our guarantees. Credit card loans: Our credit card loan portfolio had a carrying value of $14,224 and $3,723 as of March 31, 2021 and December 31, 2020, respectively. Accordingly, our estimates of the allowance for credit losses as of March 31, 2021 and December 31, 2020 of $171 and $219, respectively, were immaterial to the Unaudited Condensed Consolidated Financial Statements. Our credit card loan portfolio consists of small balance, homogenous loans. We pool credit card loans using ten internal risk tier categories. We assign the risk tier of our credit card loans primarily based on credit scores, such as FICO, and utilizing a proprietary risk model that relies on other attributes from the credit bureau data to model account-level charge off probability. These pools will be reassessed periodically to confirm that all loans within each pool continue to share similar risk characteristics. As we do not yet have meaningful historical credit card data, we establish an allowance for the pooled credit card loans within each internal risk tier using a combination of historical industry and bureau data, which are then adjusted for current conditions and reasonable and supportable forecasts of future conditions, including economic conditions. We apply the probability-of-default and loss-given-default methods to the drawn balance of credit card loans within each internal risk tier to estimate the lifetime expected credit losses within each tier, which are then aggregated to determine the allowance for credit losses. We estimate the average life over which expected credit losses may occur for the pools of credit card loans within each risk tier using historical industry data for credit card loans with comparable risk profiles, which primarily reflects expectations of future payments on the credit card account. Similarly, we estimate the expected annual loss rate for the pools of credit card loans within each risk tier using historical credit bureau data for credit card loans with comparable risk profiles. We do not measure credit losses on the undrawn credit exposure, as such undrawn credit exposure is unconditionally cancellable by us. Management further considers 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. The assignment of internal risk tiers and determination of comparable industry and credit bureau data involves subjective management judgment. When a credit card loan is charged off, we record a reduction to the allowance and the credit card loan balance. Accrued interest associated with a charged off receivable is reversed through interest income. Accrued interest receivables written off during the three months ended March 31, 2021 were immaterial. Recoveries of amounts previously charged off are recorded when received as a direct reduction to the provision for credit losses. We elected to exclude interest on credit card loans from the measurement of our allowance, as our policy allows for accrued interest to be reversed in a timely manner. Further, we elected the practical expedient to exclude the accrued interest component of our credit card loans from the quantitative disclosures presented in accordance with the guidance. When necessary, we will apply a separate credit loss methodology to assets that have deteriorated in credit quality and, as such, no longer share similar risk characteristics with other assets in the pool. We will either estimate the allowance for credit losses on such assets with deteriorated credit quality individually based on individual risk characteristics or as part of a separate pool of assets that shares similar risk characteristics.
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Effective January 1, 2020, we adopted the provisions of Accounting Standards Update (“ASU”) 2016-13, Measurement of Credit Losses on Financial Instruments, which requires upfront recognition of lifetime expected credit losses using a current expected credit loss model. As of December 31, 2020, the standard was applicable to (i) cash equivalents and restricted cash equivalents, (ii) accounts receivable from contracts with customers, inclusive of servicing related receivables, (iii) related party notes receivable, (iv) margin receivables, which were attributable to our activities at 8 Limited, (v) certain loan repurchase reserves representing guarantees of credit exposure, and (vi) loans measured at amortized cost, including credit card loans and a commercial loan, which were new to our business in 2020. We did not recognize any allowance for credit losses on our single commercial loan as of December 31, 2020 because it was fully repaid prior to the issuance of our year-end financial statements. Our approaches to measuring the allowance for credit losses on the other applicable financial assets are as follows: Cash equivalents and restricted cash equivalents: Our cash equivalents and restricted cash equivalents are short-term in nature and of high credit quality; therefore, we determined that our exposure to credit losses over the life of these instruments was immaterial. Accounts receivable from contracts with customers: Accounts receivable from contracts with customers as of the balance sheet date are recorded at their original invoice amounts reduced by any allowance for credit losses. In accordance with the standard, we pool our accounts receivable, all of which are short-term in nature and arise from contracts with customers, based on shared risk characteristics to assess their risk of loss, even when that risk is remote. Certain of our historical accounts receivable balances did not have any write-offs. We use the aging method to establish an allowance for expected credit losses on accounts receivable balances and consider whether current conditions or reasonable and supportable forecasts about future conditions warrant an adjustment to our historical loss experience. In applying such adjustments, we primarily evaluate changes in customer creditworthiness, current economic conditions, expectations of near-term economic trends and changes in customer payment terms and collection trends. When we determine that a receivable is not collectible, we write off the uncollectible amount as a reduction to both the allowance and the gross asset balance. Recoveries are recorded when received and credited to provision for credit losses. Accrued interest is excluded from the measurement of the allowance for credit losses. Any change in the assumptions used in analyzing a specific account receivable may result in an additional allowance for credit losses being recognized in the period in which the change occurs. See “— Recently Adopted Accounting Standards” for discussion of our adoption of the provisions of ASU 2016-13 and Note 7 for additional information on our accounts receivable. Related party notes receivable: Our related party notes receivable consist of loans to an equity method investee, as further discussed in Note 14. We determined that our exposure to credit losses on our related party notes receivable was immaterial. Subsequent to the balance sheet date, the equity method investee paid off the outstanding principal balance and accrued interest. See Note 18 for additional information. Margin receivables: Our margin receivables of $1.6 million as of December 31, 2020 associated with margin lending services we offer to members through 8 Limited, which we acquired in 2020, are fully collateralized by the borrowers’ securities under collateral maintenance provisions, to which we regularly monitor adherence. Therefore, using the practical expedient in ASC 326-20-35-6, Financial Instruments — Credit Losses, we did not record expected credit losses on this pool of margin receivables, as the fair value of the underlying collateral is expected to exceed the amortized cost of the receivables. Loan repurchase reserves: We issue financial guarantees related to certain non-agency loan transfers, which are subject to repurchase based on the occurrence of certain credit-related events within a specified amount of time following loan transfer, which does not exceed 90 days from origination. We estimate the contingent guarantee liability based on our historical repurchase activity for similar types of loans and assess whether adjustments to our historical loss experience are required based on current conditions and forecasts of future conditions, as appropriate, as our exposure under the guarantee is short-term in nature. See Note 15 for additional information on our guarantees. Credit card loans: Our credit card loan portfolio had a carrying value of $3,723 as of December 31, 2020. Accordingly, our estimate of the allowance for credit losses as of December 31, 2020 of $219 was immaterial to the Consolidated Financial Statements. Our credit card loan portfolio consists of small balance, homogenous loans. We pool credit card loans using ten internal risk tier categories. We assign the risk tier of our credit card loans primarily based on credit scores, such as FICO, and utilizing a proprietary risk model that relies on other attributes from the credit bureau data to model account-level charge off probability. These pools will be reassessed periodically to confirm that all loans within each pool continue to share similar risk characteristics. As we do not yet have meaningful historical credit card data, we establish an allowance for the pooled credit card loans within each internal risk tier using a combination of historical industry and bureau data, which are then adjusted for current conditions and reasonable and supportable forecasts of future conditions, including economic conditions. We apply the probability-of-default and loss-given-default methods to the drawn balance of credit card loans within each internal risk tier to estimate the lifetime expected credit losses within each tier, which are then aggregated to determine the allowance for credit losses. We estimate the average life over which expected credit losses may occur for the pools of credit card loans within each risk tier using historical industry data for credit card loans with comparable risk profiles, which primarily reflects expectations of future payments on the credit card account. Similarly, we estimate the expected annual loss rate for the pools of credit card loans within each risk tier using historical credit bureau data for credit card loans with comparable risk profiles. We do not measure credit losses on the undrawn credit exposure, as such undrawn credit exposure is unconditionally cancellable by us. Management further considers 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. The assignment of internal risk tiers and determination of comparable industry and credit bureau data involves subjective management judgment. When a credit card loan is charged off, which was not applicable to the current period, we will record a reduction to the allowance and the credit card loan balance. Accrued interest associated with a charged off receivable will be reversed through interest income. We did not have any accrued interest receivables written off during the year ended December 31, 2020. Recoveries of amounts previously charged off will be recorded when received as a direct reduction to the provision for credit losses. We elected to exclude interest on credit card loans from the measurement of our allowance, as our policy allows for accrued interest to be reversed in a timely manner. Further, we elected the practical expedient to exclude the accrued interest component of our credit card loans from the quantitative disclosures presented in accordance with the guidance. When necessary, we will apply a separate credit loss methodology to assets that have deteriorated in credit quality and, as such, no longer share similar risk characteristics with other assets in the pool. We will either estimate the allowance for credit losses on such assets with deteriorated credit quality individually based on individual risk characteristics or as part of a separate pool of assets that shares similar risk characteristics.
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| Servicing Rights, Loan Origination and Sales Activities and | Each time we enter into a servicing agreement, we determine whether we should record a servicing asset, servicing liability, or neither a servicing asset nor liability. We elected the fair value option to measure our servicing rights subsequent to initial recognition. We measure the initial and subsequent fair value of our servicing rights using a discounted cash flow methodology, which includes our contractual servicing fee, ancillary income, prepayment rate assumptions, default rate assumptions, a discount rate commensurate with the risk of the servicing asset or liability being valued, and an assumed market cost of servicing, which is based on active quotes from third-party servicers. For servicing rights retained in connection with loan transfers that do not meet the requirements for sale accounting treatment, there is no recognition of a servicing asset or liability. Servicing rights are initially measured at fair value and recognized as a component of the gain or loss from sales of loans and the initial capitalization is reported within noninterest income — loan origination and sales in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. Servicing rights are measured at fair value at each subsequent reporting date and changes in fair value are reported in earnings in the period in which they occur. Subsequent measurement changes, including servicing fee payments and fair value changes, are included within noninterest income — servicing in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. We elected the fair value option to measure our servicing rights to better align with the valuation of our loans, which are impacted by similar factors, such as conditional prepayment rates. We consider the risk of the assets and the observability of inputs in determining the classes of servicing rights. We have three classes of servicing assets: personal loans, home loans and student loans. No servicing was acquired or assumed from a third party during the three months ended March 31, 2021 and 2020. There is prepayment and delinquency risk inherent in our servicing rights, but we currently do not use any instruments to mitigate such risks. See Note 7 for the key inputs used in the fair value measurements of our classes of servicing rights.
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Each time we enter into a servicing agreement, we determine whether we should record a servicing asset, servicing liability, or neither a servicing asset nor liability. We elected the fair value option to measure our servicing rights subsequent to initial recognition. We measure the initial and subsequent fair value of our servicing rights using a discounted cash flow methodology, which includes our contractual servicing fee, ancillary income, prepayment rate assumptions, default rate assumptions, a discount rate commensurate with the risk of the servicing asset or liability being valued, and an assumed market cost of servicing, which is based on active quotes from third-party servicers. For servicing rights retained in connection with loan transfers that do not meet the requirements for sale accounting treatment, there is no recognition of a servicing asset or liability. Servicing rights are initially measured at fair value and recognized as a component of the gain or loss from sales of loans and the initial capitalization is reported within noninterest income — loan origination and sales in the Consolidated Statements of Operations and Comprehensive Income (Loss). Servicing rights are measured at fair value at each subsequent reporting date and changes in fair value are reported in earnings in the period in which they occur. Subsequent measurement changes, including servicing fee payments and fair value changes, are included within noninterest income — servicing in the Consolidated Statements of Operations and Comprehensive Income (Loss). We elected the fair value option to measure our servicing rights to better align with the valuation of our loans, which are impacted by similar factors, such as conditional prepayment rates. We consider the risk of the assets and the observability of inputs in determining the classes of servicing rights. We have three classes of servicing assets: personal loans, home loans and student loans. No servicing was acquired or assumed from a third party during the years ended December 31, 2020, 2019 and 2018. There is prepayment and delinquency risk inherent in our servicing rights, but we currently do not use any instruments to mitigate such risks. See Note 8 for the key inputs used in the fair value measurements of our classes of servicing rights. Loan Origination and Sales Activities For our loans measured at fair value, all direct fees and costs related to the origination process are recognized in earnings as earned or incurred. Direct fees, which primarily relate to home loan originations, and direct loan origination costs are recorded within noninterest income — loan origination and sales and noninterest expense — cost of operations, respectively, in the Consolidated Statements of Operations and Comprehensive Income (Loss). For our credit card loans, direct loan origination costs are deferred in other assets on the Consolidated Balance Sheets and amortized on a straight-line basis over the privilege period, which we have determined to be 12 months, within interest income — loans in the Consolidated Statements of Operations and Comprehensive Income (Loss). These costs were immaterial as of and for the year ended December 31, 2020. As part of our loan sale agreements, we may retain the rights to service sold loans. We calculate a gain or loss on the sale based on the sum of the proceeds from the sale and any servicing asset recognized, less the carrying value of the loans sold. Our gain or loss calculation is also inclusive of repurchase liabilities recognized at the time of sale. Servicing On a monthly basis, we receive servicing fees on certain portfolios of sold loans from the purchasers of these loans. These servicing fees are accounted for under ASC 860, Transfers and Servicing. Servicing fees compensate us for the costs incurred in servicing the related loans, including managing payments from borrowers, payments to investors and maintaining investors’ account portfolios. In the Consolidated Statements of Operations and Comprehensive Income (Loss), the initial recognition of servicing assets in conjunction with loan sales in which we retain servicing is presented within noninterest income — loan origination and sales, while subsequent changes in fair market value are presented within noninterest income — servicing.
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| Servicing Rights | Each time we enter into a servicing agreement, we determine whether we should record a servicing asset, servicing liability, or neither a servicing asset nor liability. We elected the fair value option to measure our servicing rights subsequent to initial recognition. We measure the initial and subsequent fair value of our servicing rights using a discounted cash flow methodology, which includes our contractual servicing fee, ancillary income, prepayment rate assumptions, default rate assumptions, a discount rate commensurate with the risk of the servicing asset or liability being valued, and an assumed market cost of servicing, which is based on active quotes from third-party servicers. For servicing rights retained in connection with loan transfers that do not meet the requirements for sale accounting treatment, there is no recognition of a servicing asset or liability. Servicing rights are initially measured at fair value and recognized as a component of the gain or loss from sales of loans and the initial capitalization is reported within noninterest income — loan origination and sales in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. Servicing rights are measured at fair value at each subsequent reporting date and changes in fair value are reported in earnings in the period in which they occur. Subsequent measurement changes, including servicing fee payments and fair value changes, are included within noninterest income — servicing in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. We elected the fair value option to measure our servicing rights to better align with the valuation of our loans, which are impacted by similar factors, such as conditional prepayment rates. We consider the risk of the assets and the observability of inputs in determining the classes of servicing rights. We have three classes of servicing assets: personal loans, home loans and student loans. No servicing was acquired or assumed from a third party during the three months ended March 31, 2021 and 2020. There is prepayment and delinquency risk inherent in our servicing rights, but we currently do not use any instruments to mitigate such risks. See Note 7 for the key inputs used in the fair value measurements of our classes of servicing rights.
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Each time we enter into a servicing agreement, we determine whether we should record a servicing asset, servicing liability, or neither a servicing asset nor liability. We elected the fair value option to measure our servicing rights subsequent to initial recognition. We measure the initial and subsequent fair value of our servicing rights using a discounted cash flow methodology, which includes our contractual servicing fee, ancillary income, prepayment rate assumptions, default rate assumptions, a discount rate commensurate with the risk of the servicing asset or liability being valued, and an assumed market cost of servicing, which is based on active quotes from third-party servicers. For servicing rights retained in connection with loan transfers that do not meet the requirements for sale accounting treatment, there is no recognition of a servicing asset or liability. Servicing rights are initially measured at fair value and recognized as a component of the gain or loss from sales of loans and the initial capitalization is reported within noninterest income — loan origination and sales in the Consolidated Statements of Operations and Comprehensive Income (Loss). Servicing rights are measured at fair value at each subsequent reporting date and changes in fair value are reported in earnings in the period in which they occur. Subsequent measurement changes, including servicing fee payments and fair value changes, are included within noninterest income — servicing in the Consolidated Statements of Operations and Comprehensive Income (Loss). We elected the fair value option to measure our servicing rights to better align with the valuation of our loans, which are impacted by similar factors, such as conditional prepayment rates. We consider the risk of the assets and the observability of inputs in determining the classes of servicing rights. We have three classes of servicing assets: personal loans, home loans and student loans. No servicing was acquired or assumed from a third party during the years ended December 31, 2020, 2019 and 2018. There is prepayment and delinquency risk inherent in our servicing rights, but we currently do not use any instruments to mitigate such risks. See Note 8 for the key inputs used in the fair value measurements of our classes of servicing rights. Loan Origination and Sales Activities For our loans measured at fair value, all direct fees and costs related to the origination process are recognized in earnings as earned or incurred. Direct fees, which primarily relate to home loan originations, and direct loan origination costs are recorded within noninterest income — loan origination and sales and noninterest expense — cost of operations, respectively, in the Consolidated Statements of Operations and Comprehensive Income (Loss). For our credit card loans, direct loan origination costs are deferred in other assets on the Consolidated Balance Sheets and amortized on a straight-line basis over the privilege period, which we have determined to be 12 months, within interest income — loans in the Consolidated Statements of Operations and Comprehensive Income (Loss). These costs were immaterial as of and for the year ended December 31, 2020. As part of our loan sale agreements, we may retain the rights to service sold loans. We calculate a gain or loss on the sale based on the sum of the proceeds from the sale and any servicing asset recognized, less the carrying value of the loans sold. Our gain or loss calculation is also inclusive of repurchase liabilities recognized at the time of sale. Servicing On a monthly basis, we receive servicing fees on certain portfolios of sold loans from the purchasers of these loans. These servicing fees are accounted for under ASC 860, Transfers and Servicing. Servicing fees compensate us for the costs incurred in servicing the related loans, including managing payments from borrowers, payments to investors and maintaining investors’ account portfolios. In the Consolidated Statements of Operations and Comprehensive Income (Loss), the initial recognition of servicing assets in conjunction with loan sales in which we retain servicing is presented within noninterest income — loan origination and sales, while subsequent changes in fair market value are presented within noninterest income — servicing.
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| Securitization Investments | In Company-sponsored securitization transactions that meet the applicable criteria to be accounted for as a sale, we retain certain residual interests and asset-backed bonds. We measure these investments at fair value on a recurring basis. Gains and losses related to our securitization investments are reported within noninterest income — securitizations in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. We determine the fair value of our securitization investments using a discounted cash flow methodology, while also considering market data as it becomes available. We classify the residual investments as Level 3 due to the reliance on significant unobservable valuation inputs. 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. Our residual investments accrete interest income over the expected life using the effective yield method pursuant to ASC 325-40, Investments — Other, which reflects a portion of the overall fair value adjustment recorded each period on our residual investments. On a quarterly basis, we reevaluate the cash flow estimates over the life of the residual investments to determine if a change to the accretable yield is required on a prospective basis. Additionally, we record interest income associated with asset-backed bonds over the term of the underlying bond using the effective interest method on unpaid bond amounts. Interest income on residual investments and asset-backed bonds is presented within interest income — securitizations in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. See Note 7 for the key inputs used in the fair value measurements of our residual investments and asset-backed bonds.
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In Company-sponsored securitization transactions that meet the applicable criteria to be accounted for as a sale, we retain certain residual interests and asset-backed bonds. We measure these investments at fair value on a recurring basis. Gains and losses related to our securitization investments are reported within noninterest income — securitizations in the Consolidated Statements of Operations and Comprehensive Income (Loss). We determine the fair value of our securitization investments using a discounted cash flow methodology, while also considering market data as it becomes available. We classify the residual investments as Level 3 due to the reliance on significant unobservable valuation inputs. 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. Our residual investments accrete interest income over the expected life using the effective yield method pursuant to ASC 325-40, Investments — Other, which reflects a portion of the overall fair value adjustment recorded each period on our residual investments. On a quarterly basis, we reevaluate the cash flow estimates over the life of the residual investments to determine if a change to the accretable yield is required on a prospective basis. Additionally, we record interest income associated with asset-backed bonds over the term of the underlying bond using the effective interest method on unpaid bond amounts. Interest income on residual investments and asset-backed bonds is presented within interest income — securitizations in the Consolidated Statements of Operations and Comprehensive Income (Loss). See Note 8 for the key inputs used in the fair value measurements of our residual investments and asset-backed bonds.
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| Equity Method Investments | We purchased a 16.7% interest in Apex Clearing Holdings, LLC (“Apex”) for $100,000 in December 2018, which represented our only significant equity method investment. We recorded our portion of Apex equity method earnings within noninterest income — other in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss and as an increase to the carrying value of our equity method investment in the Unaudited Condensed Consolidated Balance Sheets. We recognized equity method earnings on our investment in Apex of $997 during the three months ended March 31, 2020, which included basis difference amortization. The seller of the Apex interest had call rights over our initial equity interest in Apex (“Seller Call Option”) from April 14, 2020 (“Option Start Date”) to December 14, 2023, which rights were exercised in January 2021. Therefore, we ceased recognizing Apex equity investment income subsequent to the call date. As of December 31, 2020, we measured the carrying value of the Apex equity method investment equal to the call payment that we received in January 2021 of $107,534. There was no equity method investment balance as of March 31, 2021. During the three months ended March 31, 2020, we invested an additional $145 in Apex. We did not receive any distributions during the three months ended March 31, 2021 or 2020. We also had an equity method investment balance related to a residential mortgage origination joint venture, which was discontinued in the third quarter of 2020. For the three months ended March 31, 2020, the income and loss related to this joint venture was immaterial.
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We purchased a 16.7% interest in Apex Clearing Holdings, LLC (“Apex”) for $100,000 in December 2018, which represented our only significant equity method investment. This equity method investment was motivated by us seeking partial integration of transaction clearing and asset custody functions integral to our investment brokerage business, and the desire to diversify our earnings from lending and financial services activities. Based on accounting guidance in ASC 323, Investments — Equity Method and Joint Ventures, we concluded that we had significant influence over Apex because of our representation on Apex’s board of directors. However, we did not control Apex and, therefore, accounted for our investment under the equity method of accounting. We initially measured our equity method investments at cost, which included direct acquisition costs. We recorded our portion of Apex equity method earnings within noninterest income — other in the Consolidated Statements of Operations and Comprehensive Income (Loss) and as an increase to the carrying value of our equity method investment in the Consolidated Balance Sheets. We recognized equity method earnings on our investment in Apex of $4,442, $795 and $117 during the years ended December 31, 2020, 2019 and 2018, respectively. Our recognized equity method earnings included basis difference amortization. Additionally, in 2020, our equity method earnings included an impairment charge, as further discussed below. The investment in Apex resulted in a $76,305 basis difference between the purchase price of the equity method investment and our ownership percentage of Apex’s net assets on the date of investment. The basis difference was attributable to separately-identified Apex software, definite-lived intangible assets and equity method goodwill. The basis difference attributable to software and definite-lived intangible assets was amortized into income as an offset to equity method earnings from Apex over the useful lives of the separately-identified Apex software and definite-lived intangible assets, which ranged from to nine years. Our policy for amortizing separately-identified Apex assets was consistent with our policy for amortizing our purchased software and definite-lived intangible assets of a similar type. We assess our Apex investment for possible impairment when events indicate that the fair value of the investment may be below its carrying value. When a decline in fair value is determined to be other than temporary, we adjust the carrying value of the investment to its fair value and record the impairment expense within noninterest income — other in the Consolidated Statements of Operations and Comprehensive Income (Loss). In determining whether a decline in fair value is other than temporary, we consider factors such as the duration and extent of the decline, the investee’s financial performance, and our ability and intent to retain the investment for a duration sufficient to allow for any anticipated recovery of the investment’s market value. The cost basis of the investment is not adjusted for subsequent recoveries in fair value. We did not recognize any impairment related to our Apex equity method investment during the years ended December 31, 2019 and 2018. See below for impairment recognized during the year ended December 31, 2020. The seller of the Apex interest had call rights over our initial equity interest in Apex (“Seller Call Option”) from April 14, 2020 (“Option Start Date”) to December 14, 2023. If the Seller Call Option was exercised on or before the one-month anniversary of the Option Start Date, the aggregate purchase price would be equal to $100,000. If the Seller Call Option was exercised after the one-month anniversary of the Option Start Date, the aggregate purchase price would be $100,000 plus a per diem amount of $27 for each day elapsed following the Option Start Date. We concluded that the Seller Call Option was neither a freestanding derivative, nor an embedded derivative that required separate classification on our Consolidated Balance Sheets. Therefore, we evaluated the provisions of the Seller Call Option arrangement in our investment impairment assessment at each reporting date. During January 2021, the seller of our Apex interest exercised the Seller Call Option on our initial Apex equity investment. Therefore, we will no longer recognize Apex equity investment income subsequent to the call date. We measured the carrying value of the Apex equity method investment as of December 31, 2020 equal to the call payment that we received in January 2021 of $107,534, which resulted in the recognition of an impairment charge of $4,340 during the fourth quarter of 2020. During the year ended December 31, 2020, we invested an additional $145 in Apex. We had a total equity method investment balance of $102,946 as of December 31, 2019 related to our investment in Apex, which included $1,633 of direct acquisition costs that were capitalized as part of the equity method investment balance. We did not receive any distributions during the years ended December 31, 2020, 2019 or 2018. Due to the additional investment we made during 2020, we will maintain an immaterial investment in Apex, but we will no longer qualify for equity method accounting, given our lack of influence and infinitesimal ownership percentage in Apex. As of December 31, 2019, we also had a total equity method investment balance related to a residential mortgage origination joint venture of $1,103. During the year ended December 31, 2020, this joint venture was discontinued, at which point we received a closing distribution of $974 related to this investment, and we recognized an immaterial loss on the dissolution date. Historically, the income and loss related to this joint venture was immaterial, and we made an immaterial incremental investment during 2019. We evaluate our equity method investments for significance in accordance with Regulation S-X, Rule 3-09 (“Rule 3-09”) and Regulation S-X, Rule 4-08(g) (“Rule 4-08(g)”) and present separate annual financial statements or summarized financial information, respectively, as required by those rules. See Note 14 for the financial information of the entities in which we have equity method investments.
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| Property, Equipment and Software | All property, equipment and software are initially recorded at cost; repairs and maintenance are expensed as incurred. Computer hardware, furniture and fixtures, finance lease ROU assets and software are depreciated or amortized on a straight-line basis over the estimated useful life of each class of depreciable or amortizable assets (ranging from 2.5 to 7.0 years). Leasehold improvements are amortized over the shorter of the respective lease term or the estimated lives of the leasehold improvements. Software includes both purchased and internally-developed software. Internally-developed software is capitalized when preliminary project efforts are successfully completed, and it is probable that both the project will be completed and the software will be used as intended. Capitalized costs consist of salaries and compensation costs for employees, fees paid to third-party consultants who are directly involved in development efforts and costs incurred for upgrades and functionality enhancements. Other costs are expensed as incurred. The table below presents our major classes of depreciable and amortizable assets by function as of the dates indicated:
__________________ (1)During the year ended December 31, 2020, we recognized computer hardware assets primarily associated with our acquisition of Galileo and expansion of one of the Galileo data centers, as well as to accommodate our growing workforce and our remote work environment during the COVID-19 pandemic. (2)As of December 31, 2020, furniture and fixtures included office equipment as well as other furniture and fixtures associated with SoFi Stadium. The description as of December 31, 2019 was changed to conform to the current period presentation. (3)During the year ended December 31, 2020, we recognized software assets primarily for internally-developed software projects related to significant development and enhancements for SoFi Money, SoFi Invest, Technology Platform and SoFi Credit Card. (4)As of December 31, 2020, finance lease ROU assets included our rights to certain physical signage within SoFi Stadium. See Note 15 for additional information on our leases. Depreciation and amortization expense for the years ended December 31, 2020, 2019 and 2018 was $20,097, $12,947 and $7,609, respectively. We recognized software abandonment of $2,137 during the year ended December 31, 2019. There was no software abandonment during the years ended December 31, 2020 and 2018. There were no fixed asset or software impairments during any of the years presented.
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| Property, Equipment and Software | All property, equipment and software are initially recorded at cost; repairs and maintenance are expensed as incurred. Computer hardware, furniture and fixtures, finance lease ROU assets and software are depreciated or amortized on a straight-line basis over the estimated useful life of each class of depreciable or amortizable assets (ranging from 2.5 to 7.0 years). Leasehold improvements are amortized over the shorter of the respective lease term or the estimated lives of the leasehold improvements. Software includes both purchased and internally-developed software. Internally-developed software is capitalized when preliminary project efforts are successfully completed, and it is probable that both the project will be completed and the software will be used as intended. Capitalized costs consist of salaries and compensation costs for employees, fees paid to third-party consultants who are directly involved in development efforts and costs incurred for upgrades and functionality enhancements. Other costs are expensed as incurred. The table below presents our major classes of depreciable and amortizable assets by function as of the dates indicated:
__________________ (1)During the year ended December 31, 2020, we recognized computer hardware assets primarily associated with our acquisition of Galileo and expansion of one of the Galileo data centers, as well as to accommodate our growing workforce and our remote work environment during the COVID-19 pandemic. (2)As of December 31, 2020, furniture and fixtures included office equipment as well as other furniture and fixtures associated with SoFi Stadium. The description as of December 31, 2019 was changed to conform to the current period presentation. (3)During the year ended December 31, 2020, we recognized software assets primarily for internally-developed software projects related to significant development and enhancements for SoFi Money, SoFi Invest, Technology Platform and SoFi Credit Card. (4)As of December 31, 2020, finance lease ROU assets included our rights to certain physical signage within SoFi Stadium. See Note 15 for additional information on our leases. Depreciation and amortization expense for the years ended December 31, 2020, 2019 and 2018 was $20,097, $12,947 and $7,609, respectively. We recognized software abandonment of $2,137 during the year ended December 31, 2019. There was no software abandonment during the years ended December 31, 2020 and 2018. There were no fixed asset or software impairments during any of the years presented.
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| Goodwill and Intangible Assets | Goodwill represents the fair value of an acquired business in excess of the fair value of the identified net assets acquired. Goodwill is tested for impairment annually or whenever indicators of impairment exist. We apply the provisions of ASU 2017-04, Simplifying the Test for Goodwill Impairment, to calculate goodwill impairment (if any) on at least an annual basis, which provides for an unconditional option to bypass the qualitative assessment. Impairment of goodwill is the condition that exists when the carrying amount of a reporting unit that includes goodwill exceeds its fair value. A goodwill impairment loss is recognized for the amount that the carrying amount of a reporting unit, including goodwill, exceeds its fair value, limited to the total amount of goodwill allocated to that reporting unit. Therefore, if the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not impaired. Our annual impairment testing date is October 1. Intangible assets as of December 31, 2020 included acquired technology; customer-related contracts; trade names, trademarks and domain names; core banking infrastructure; and broker-dealer license and trading rights. Definite-lived intangible assets are straight-line amortized over their useful lives and reviewed for impairment annually and whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. We do not have any indefinite-lived intangible assets. See Note 2 and Note 3 for further discussion of goodwill and intangible assets, including those recognized in connection with recent business acquisitions.
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| Leases | In accordance with ASC 842, Leases, which we began applying as of January 1, 2019, we determine if an arrangement is or contains a lease at inception of the contract. A contract is or contains a lease if the contract conveys the right to control the use of identified property or equipment for a period of time in exchange for consideration. For our current office and non-office classes of operating leases, we elected the practical expedient to choose not to separate non-lease components from lease components and instead to account for each separate lease component and the non-lease components associated with that lease component as a single lease component. For our current classes of finance leases, we did not elect to apply this practical expedient and, instead, separately identify and measure the non-lease components of the contracts. As an accounting policy election, we apply the short-term lease exemption practical expedient to any lease that, at the commencement date, has a lease term of 12 months or less and does not include an option to purchase the underlying asset that we are reasonably certain to exercise. Operating leases are presented within operating lease right-of-use (“ROU”) assets and operating lease liabilities in the Consolidated Balance Sheets. Finance lease ROU assets are presented within property, equipment and software and finance lease liabilities are presented within accounts payable, accruals and other liabilities in the Consolidated Balance Sheets. Operating and finance lease ROU assets represent our right to use an underlying asset for the lease term and operating and finance lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As our leases do not provide an implicit borrowing rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The operating lease ROU assets are increased by any prepaid lease payments and are reduced by any unamortized lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Base rent is subject to rent escalations on each annual anniversary from the lease commencement dates. Lease expense for lease payments, including any step rent provisions specified in the lease agreements, is recognized on a straight-line basis over the lease term and is allocated among the components of noninterest expense in the Consolidated Statements of Operations and Comprehensive Income (Loss). The finance lease ROU assets are depreciated on a straight-line basis over the estimated useful life of seven years. Interest expense on finance leases is recognized for the difference between the present value of the lease liabilities and the scheduled lease payments within interest expense — other in the Consolidated Statements of Operations and Comprehensive Income (Loss). See Note 15 for additional information on our leases.
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| Derivative Financial Instruments | We enter into derivative contracts to manage future loan sale execution risk. We did not elect hedge accounting, as management’s hedging intentions are to economically hedge the risk of unfavorable changes in the fair value of our student loans, personal loans and home loans. Our derivative instruments include interest rate futures, interest rate options, interest rate swaps, interest rate lock commitments (“IRLC”), credit default swaps and mortgage pipeline hedges. The interest rate futures, interest rate options and mortgage pipeline hedges are measured at fair value and categorized as Level 1 fair value assets and liabilities, as all contracts held are traded in active markets for identical assets or liabilities and quoted prices are accessible by us at the measurement date. The interest rate swaps are measured at fair value and categorized as Level 2 fair value assets and liabilities, as all contracts held are traded in active markets for similar assets or liabilities and other observable inputs are available at the measurement date. IRLCs are categorized as Level 3 fair value assets and liabilities, as the fair value is highly dependent on an assumed loan funding probability. Changes in derivative instrument fair values are recognized in earnings as they occur. For the three months ended March 31, 2021 and 2020, we recorded a gain (loss) of $27,569 and $(24,981), respectively, in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss within noninterest income — loan origination and sales related to our derivative assets and liabilities associated with our management of future loan sale execution risk. The loss during the three months ended March 31, 2020 was inclusive of a $22,487 gain on credit default swaps that were opened and settled during the period. Depending on the measurement date position, derivative financial instruments are presented within other assets or accounts payable, accruals and other liabilities in the Unaudited Condensed Consolidated Balance Sheets. In addition, in the past we have entered into derivative contracts to hedge the market risk associated with some of our non-securitization investments, which are also presented within other assets or accounts payable, accruals and other liabilities in the Unaudited Condensed Consolidated Balance Sheets. Gains and losses are recorded within noninterest income — other in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. For the three months ended March 31, 2020, we recorded a gain of $996. We did not record a gain or loss for the three months ended March 31, 2021, as we did not have any such derivative contracts to hedge our non-securitization investments during the period. Certain derivative instruments are subject to enforceable master netting arrangements. Accordingly, we present our net asset or liability position by counterparty within the Unaudited 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. As of March 31, 2021, our derivative instruments were in asset positions totaling $7,505, with no offsetting liability positions and no cash collateral related to our master netting arrangements. As of December 31, 2020, our derivative instruments were in liability positions totaling $2,955, with no offsetting asset positions and cash collateral included within restricted cash and restricted cash equivalents in the Unaudited Condensed Consolidated Balance Sheets related to our master netting arrangements of $1,746. See Note 7 for additional information on our derivative assets and liabilities. Our derivative instruments are reported within cash from operating activities in the Unaudited Condensed Consolidated Statements of Cash Flows.
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We enter into derivative contracts to manage future loan sale execution risk. We did not elect hedge accounting, as management’s hedging intentions are to economically hedge the risk of unfavorable changes in the fair value of our student loans, personal loans and home loans. Our derivative instruments include interest rate futures, interest rate options, interest rate swaps, interest rate lock commitments (“IRLC”), credit default swaps and mortgage pipeline hedges. The interest rate futures, interest rate options and mortgage pipeline hedges are measured at fair value and categorized as Level 1 fair value assets and liabilities, as all contracts held are traded in active markets for identical assets or liabilities and quoted prices are accessible by us at the measurement date. The interest rate swaps are measured at fair value and categorized as Level 2 fair value assets and liabilities, as all contracts held are traded in active markets for similar assets or liabilities and other observable inputs are available at the measurement date. IRLCs are categorized as Level 3 fair value assets and liabilities, as the fair value is highly dependent on an assumed loan funding probability. Changes in derivative instrument fair values are recognized in earnings as they occur. For the years ended December 31, 2020, 2019 and 2018, we recorded a gain (loss) of $(40,299), $(23,887) and $38,205, respectively, in the Consolidated Statements of Operations and Comprehensive Income (Loss) within noninterest income — loan origination and sales related to our derivative assets and liabilities associated with our management of future loan sale execution risk. The loss during the year ended December 31, 2020 was inclusive of a $22,269 gain on credit default swaps that were opened and settled during the 2020 period. Depending on the measurement date position, derivative financial instruments are presented within other assets or accounts payable, accruals and other liabilities in the Consolidated Balance Sheets. In addition, in the past we have entered into derivative contracts to hedge the market risk associated with some of our non-securitization investments, which are also presented within other assets or accounts payable, accruals and other liabilities in the Consolidated Balance Sheets. Gains and losses are recorded within noninterest income — other in the Consolidated Statements of Operations and Comprehensive Income (Loss). For the years ended December 31, 2020 and 2019, we recorded a gain (loss) of $996 and $(1,151), respectively. There was no gain or loss recorded for the year ended December 31, 2018. Certain derivative instruments are subject to enforceable master netting arrangements. Accordingly, we present our net asset or liability position by counterparty within the 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. Cash collateral included within restricted cash and restricted cash equivalents in the Consolidated Balance Sheets related to our master netting arrangements was $1,746 and $379 as of December 31, 2020 and 2019, respectively. Our right of offset resulted in us netting $0 and $145 of gross derivative liabilities against derivative assets as of December 31, 2020 and 2019, respectively. The corresponding net derivative asset and liability positions were $0 and $2,955, respectively, as of December 31, 2020 and $960 and $396, respectively, as of December 31, 2019. See Note 8 for additional information on our derivative assets and liabilities. Our derivative instruments are reported within cash from operating activities in the Consolidated Statements of Cash Flows.
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| Residual Interests Classified as Debt | For residual interests related to consolidated securitizations, the residual interests held by third parties are presented as residual interests classified as debt in the Unaudited Condensed Consolidated Balance Sheets. We measure residual interests classified as debt at fair value on a recurring basis. We record subsequent measurement changes in fair value in the period in which the change occurs within noninterest income — securitizations in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. We determine the fair value of residual interests classified as debt using a discounted cash flow methodology, while also considering market data as it becomes available. We classify the residual interests classified as debt as Level 3 due to the reliance on significant unobservable valuation inputs. We recognize interest expense related to residual interests classified as debt over the expected life using the effective yield method, which reflects a portion of the overall fair value adjustment recorded each period on our residual interests classified as debt. Interest expense related to residual interests classified as debt is presented within interest expense — securitizations and warehouses in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. On a quarterly basis, we reevaluate the cash flow estimates to determine if a change to the accretable yield is required on a prospective basis. See Note 7 for the key inputs used in the fair value measurements of residual interests classified as debt.
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Residual Interests Classified as Debt For residual interests related to consolidated securitizations, the residual interests held by third parties are presented as residual interests classified as debt in the Consolidated Balance Sheets. We measure residual interests classified as debt at fair value on a recurring basis. We record subsequent measurement changes in fair value in the period in which the change occurs within noninterest income — securitizations in the Consolidated Statements of Operations and Comprehensive Income (Loss). We determine the fair value of residual interests classified as debt using a discounted cash flow methodology, while also considering market data as it becomes available. We classify the residual interests classified as debt as Level 3 due to the reliance on significant unobservable valuation inputs. We recognize interest expense related to residual interests classified as debt over the expected life using the effective yield method, which reflects a portion of the overall fair value adjustment recorded each period on our residual interests classified as debt. Interest expense related to residual interests classified as debt is presented within interest expense — securitizations and warehouses in the Consolidated Statements of Operations and Comprehensive Income (Loss). On a quarterly basis, we reevaluate the cash flow estimates to determine if a change to the accretable yield is required on a prospective basis. See Note 8 for the key inputs used in the fair value measurements of residual interests classified as debt. Deferred Debt Issuance Costs and Debt We borrow from various financial institutions to finance our lending activities. Costs incurred in connection with financing, such as banker fees, origination fees and legal fees, are classified as deferred debt issuance costs. We capitalize these costs and report the amounts as a direct deduction from the carrying amount of the debt balance. The capitalized costs are amortized over the expected life of the related financing agreements using the straight-line method for revolving facilities and the effective interest method for securitization debt. Remaining unamortized fees are expensed immediately upon early extinguishment of the debt. In a debt modification for revolving debt, the initial issuance costs and any additional fees incurred as a result of the modification are deferred over the term of the new agreement, if the borrowing capacity of the revolving facility is increased. In the case that a modification results in a decrease in our borrowing capacity, any fees paid to the creditor and any third-party costs incurred are associated with the new arrangement and are, therefore, deferred and amortized over the term of the new arrangement. Any unamortized deferred costs relating to the old arrangement at the time of the modification are written off in proportion to the decrease in borrowing capacity of the old arrangement. The remaining unamortized deferred costs relating to the old arrangement are deferred and amortized over the term of the new arrangement.
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| Redeemable Preferred Stock | Our redeemable preferred stockholders are entitled to receive up to their liquidation value upon the occurrence of a change in control or other liquidity event and, therefore, redeemable preferred stock has been classified outside of permanent equity. The carrying values of redeemable preferred stock, which have been reduced by preferred stock issuance costs, have not been accreted to their redemption values as of the dates presented, as a change in control or other liquidity event was not yet considered probable. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Accumulated Deficit | We purchase SoFi common stock from time to time and constructively retire the common stock. We record purchases of common stock as a reduction to accumulated deficit in the Consolidated Balance Sheets. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Interest Income | We record interest income associated with loans over the term of the underlying loans using the effective interest method on unpaid loan principal amounts, which is presented within interest income — loans in the Consolidated Statements of Operations and Comprehensive Income (Loss). For our loans measured at fair value, delinquent loans are charged off after 120 days of nonpayment or on the date of the confirmed loss and for our credit card loans measured at amortized cost, delinquent loans are charged off after 180 days of nonpayment or on the date of the confirmed loss, at which time we stop accruing interest and reverse all accrued but unpaid interest. Loans are returned to accrual status if the loans are brought to nondelinquent status or have performed in accordance with the contractual terms for a reasonable period of time and, in management’s judgment, will continue to make scheduled periodic principal and interest payments. As of the balance sheet dates presented, related party interest income primarily arose from a note receivable we issued to a stockholder in 2019 and lending activities with our equity method investee. See Note 14 and Note 18 for additional information. Other interest income is primarily earned on our bank balances and on member deposits with our member bank holding companies that enable our SoFi Money product. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Revenue Recognition and Technology Platform Fees | In accordance with ASC 606, Revenue from Contracts with Customers, 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. 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. Revenues from contracts with customers are presented within noninterest income — Technology Platform fees and noninterest income — other in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. There are no revenues from contracts with customers attributable to our Lending segment for any of the periods presented. Commencing in May 2020 with our acquisition of Galileo, we earn Technology Platform fees for providing an integrated platform as a service for financial and non-financial institutions. Within our technology platform fee arrangements, certain contracts contain a provision for a fixed, upfront implementation fee related to setup activities, which represents an advance payment for future technology platform services. Our implementation fees are recognized ratably over the contract life, as we consider the implementation fee partially earned each month that we meet our performance obligation over the life of the contract. We had deferred revenues of $2,635 and $2,520 as of March 31, 2021 and December 31, 2020, which are presented within accounts payable, accruals and other liabilities in the Unaudited Condensed Consolidated Balance Sheets. During the three months ended March 31, 2021, we recognized revenue of $156 associated with deferred revenues within noninterest income — Technology Platform fees in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. Sales commissions: Capitalized sales commissions presented within other assets in the Unaudited Condensed Consolidated Balance Sheets, which are incurred in connection with obtaining a technology platform-as-a-service contract, were $546 and $527 as of March 31, 2021 and December 31, 2020, respectively. Additionally, we incur ongoing monthly commissions, which are expensed as incurred, as the benefit of such sales efforts are realized only in the period in which the commissions are earned. Commissions recorded within noninterest expense — sales and marketing in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss were $809 during the three months ended March 31, 2021, of which $64 represented amortization of capitalized sales commissions.
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In accordance with ASC 606, Revenue from Contracts with Customers, in each of our revenue arrangements outlined below, 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. Commencing in May 2020 with our acquisition of Galileo, we earn Technology Platform fees for providing an integrated platform as a service for financial and non-financial institutions. Our single performance obligation is the promise to stand ready to provide integrated technology platform services as needed throughout the contract term. The Technology Platform fees are determined based on the number of accounts supported on the platform and on the volume of transactions generated on the platform. We satisfy our performance obligation continuously throughout the contractual arrangements and our customers receive and consume the benefits simultaneously as we perform. Our integrated platform as a service is a stand-ready obligation, as the timing and quantity of accounts on the platform and transactions generated on the platform are not determinable ex ante. Under a stand-ready obligation, our performance obligation is satisfied over time throughout the contract term rather than at a point in time. Because the service of standing ready to fulfill our integrated platform as a service offering is substantially the same each day and has the same pattern of transfer to the customer, we determined that our stand-ready performance obligation comprises a series of distinct days of service. Certain arrangements contain provisions for monthly minimum fees, which are scheduled throughout the initial term of the contract. We assess the substance of the contractual minimum fees on an individual contract basis. When there is reasonable certainty that Technology Platform fees over the contract term will exceed the minimum thresholds, and the minimum fee is not deemed substantive as a percentage of the expected transaction price, we recognize revenue as we satisfy our performance obligation and, as such, the minimum fee is of no effect. Alternatively, when we are not reasonably certain that the contractual minimum fee will be exceeded over the life of the contract, or when the minimum fee represents a substantive portion of the expected transaction price, we recognize the minimum guarantee and expected variable fees over time by using an appropriate measure of progress over the contract period. In our case, the appropriate measure of progress is the stand-ready obligation to provide technology platform services over the life of the contract. However, we concluded that in certain cases we do not qualify for the variable allocation exception outlined in ASC 606-10-32-40. As such, on a quarterly basis we reassess our estimates of variable consideration and prospectively adjust our recognition of variable consideration over the life of the customer contract. During the period subsequent to our acquisition of Galileo through December 31, 2020, we did not make any material adjustments to our recognition of variable consideration. In our technology platform transactions, we act in the capacity of a principal, as we are primarily responsible for satisfying the technology platform performance obligation, and demonstrate the requisite control and power to fulfill the performance obligation and, therefore, present revenue on a gross basis. In addition, certain contracts contain a provision for a fixed, upfront implementation fee related to setup activities, which represents an advance payment for future technology platform services and is recorded as a deferred revenue liability at contract inception. The setup activity related to the implementation fee does not constitute an activity that results in the transfer of a promised good or service to our customers. Our implementation fees do not relate to a performance obligation and are, therefore, recognized ratably over the contract life, as we consider the implementation fee partially earned each month that we meet our performance obligation over the life of the contract. We had deferred revenues of $2,520 and $0 as of December 31, 2020 and 2019, which are presented within accounts payable, accruals and other liabilities in the Consolidated Balance Sheets. We recognized revenue of $342 from the date of acquisition through December 31, 2020 associated with deferred revenues, which is presented within noninterest income — Technology Platform fees in the Consolidated Statements of Operations and Comprehensive Income (Loss). Sales commissions: Our commissions incurred in connection with obtaining a technology platform contract qualify for capitalization under ASC 340-40, Other Assets and Deferred Costs, and are amortized ratably over the contract term. Capitalized sales commissions presented within other assets in the Consolidated Balance Sheets were $527 as of December 31, 2020. Additionally, we incur ongoing monthly commissions, which are expensed as incurred, as the benefit of such sales efforts are realized only in the period in which the commissions are earned. Commissions recorded within noninterest expense — sales and marketing in the Consolidated Statements of Operations and Comprehensive Income (Loss) were $1,659 during the year ended December 31, 2020, of which $185 represented amortization of capitalized sales commissions from the date of acquisition through December 31, 2020. Payments to customers: Certain contracts include provisions for customer incentives, which may be payable up front or applied to future or past Technology Platform fees. Payments to customers reduce the gross transaction price, as they represent constraints on the revenues expected to be realized. Upfront customer incentives are recorded as prepaid assets and presented within other assets in the Consolidated Balance Sheets, and are applied against revenue in the period such incentives are earned by the customer. Customer incentives for future Technology Platform fees are applied ratably against future Technology Platform activity in accordance with the contract terms to the extent that cumulative revenues with the customer, net of incentives, are positive. Any incentive in excess of cumulative revenues is expensed as a contract cost. Customer incentives for past Technology Platform fees are recorded as a reduction to revenue in the period incurred, subject to the same cumulative revenue constraints. Payment Network Fees In customer arrangements separate from our Technology Platform fees, we earn payment network fees, which primarily constitute interchange fees, for satisfying our performance obligation to enable transactions through a payment network as the sponsor of such transactions. Interchange fees, which are remitted by the merchant, are calculated by multiplying a set fee percentage (as stipulated by the debit card payment network) by the transaction volume processed through such network. Transaction volume and related fees payable to us for interchange and other network fees are reported to us on a daily basis. Therefore, there is no constrained variable consideration within a reporting period. Using the expected value method, we assign a 100% probability to the transaction price as calculated using actual transaction volume processed through the payment network. Our performance obligation is completely satisfied once we successfully fulfill a requested transaction. We measure our progress toward complete satisfaction of our performance obligation using the output method, with processed transaction volume representing the measure that faithfully depicts the transfer of our services. The value of our services is represented by the network fee rates, as stipulated by the applicable payment network. In addition to payment network fees earned on our own branded cards, we also earn payment network fees for serving as a transaction card program manager for enterprise customers that are the program marketers for separate card programs. In these arrangements, we have two performance obligations: i) performing card program services and ii) performing transaction card enablement services, for which we arrange for performance by the network associations and bank issuers to enable certain aspects of the transaction card process. The transaction price in these arrangements is largely dependent on network association guidelines and the program management economics are pooled, with the Company receiving a contractual share of payment network fees. The payment network fees are determined based on the type and volume of monthly card program activity and, therefore, represent variable consideration, as such amounts are not known at contract inception. However, as payment network fees are settled on a monthly basis, the variable consideration within a reporting period is not constrained. We satisfy both performance obligations continuously throughout the contractual arrangements and our customers receive and consume the benefits simultaneously as we perform. Further, satisfaction of both performance obligations occurs within the same measurement period. As such, allocation of the transaction price between the performance obligations is not meaningful, as it would not impact the pattern of revenue recognition. Using the expected value method, we assign a 100% probability to the transaction price as calculated using actual monthly card program activity. Our program management performance obligations are completely satisfied once we successfully enable and process transaction card activity. We measure our progress toward complete satisfaction of our performance obligations using the output method, with card program activity representing the measure that faithfully depicts the transfer of program management services. The value of our services is represented by the transaction fee rates, as stipulated by the network association guidelines. In our payment network fee transactions, we act in the capacity of an agent due to our lack of pricing power and because we are not primarily responsible for fulfilling the transaction enablement performance obligation, and ultimately lack control over fulfilling the performance obligations to the customer. Therefore, we recognize revenue net of fees paid to other parties within the payment networks. Referrals We earn a specified referral fee in connection with referral activity we facilitate through our platform. The referral fee is 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. As such, the third-party enterprise partners are our customers in these referral arrangements. Our single performance obligation is to present referral leads to our enterprise partner customers. In some instances, the referral fee is calculated by multiplying a set fee percentage by the dollar amount of a completed transaction between our partners and their customers. In other instances, the referral fee represents the price per referral multiplied by the number of referrals (referred units) as measured by a consummated transaction between our partners and their customers. As the transaction volume or referred units are not known at contract inception, these arrangements contain variable consideration. However, as referral fees are billed to, and collected directly from, our partners on a monthly basis, the variable consideration within a reporting period is not constrained. We recognize revenue at the time of a referral-based transaction by applying the expected value method, wherein we assign 100% probability to the transaction price as calculated using actual transaction volume or referred units. We satisfy our performance obligation continuously throughout the contractual arrangements with our partners and our partners receive and consume the benefits simultaneously as we perform. Our referral fee performance obligation is completely satisfied once we provide referrals to our partners and there is a consummated transaction. We measure our progress toward complete satisfaction of our performance obligation using the output method, with referred units or referred transaction volume representing the measure that faithfully depicts the transfer of referral services to our partners. The value of our services transferred to our partners is represented by the referral fee rate, as agreed upon at contract inception. In our referral arrangements, we act in the capacity of a principal, as we are primarily responsible for fulfilling our referral promise to our enterprise customers, exhibit control, and have discretion in setting the price we charge to our enterprise customers. Therefore, we present our revenue on a gross basis. Enterprise Services We earn fees in connection with services we provide to enterprise partners to facilitate transactions for the benefit of their employees, such as 529 plan contributions or student loan payments, which represents our single performance obligation in the arrangements. Similar to our referral services, we agree on a rate per transaction with each of our customers, which represents variable consideration at contract inception. However, as enterprise service fees are billed to, and collected directly from, our partners on a monthly basis, the variable consideration within a reporting period is not constrained. We satisfy our performance obligation to provide enterprise services continuously throughout our contractual arrangements with our enterprise partners. Our enterprise partners receive and consume the benefits of our enterprise services simultaneously as we perform. Our enterprise service performance obligation is completely satisfied upon completion of a transaction on behalf of our enterprise partners. For instance, we may facilitate student loan payments made by enterprise partners on behalf of their employees by directing those payments to the appropriate student loan servicer. Once the student loan servicer recognizes the payment, the transaction and our performance obligation are simultaneously complete. We measure our progress toward complete satisfaction of our performance obligation using the output method, with completed transaction requests representing the measure that faithfully depicts the transfer of enterprise services. The value of our enterprise services is represented by a negotiated fee, as agreed upon at contract inception. Our revenue is reported on a gross basis, as we act in the capacity of a principal, demonstrate the requisite control over the service, and are primarily responsible for fulfilling the performance obligation to our enterprise service customer. Brokerage We earn fees in connection with facilitating investment-related transactions through our platform, which constitutes our single performance obligation in the arrangements. Our performance obligation is determined by the specific service selected by the customer, such as brokerage transactions, share lending, digital assets transactions and exchange conversion. In certain brokerage transactions, we act in the capacity of a principal and earn negotiated fees based on the number and type of transactions requested by our customers. In our share lending arrangements and pay for order flow arrangements, we do not oversee the execution of the transactions, and ultimately lack requisite control, but benefit through a negotiated revenue sharing arrangement. Therefore, we act in the capacity of an agent and recognize revenue net of fees paid to satisfy the performance obligation. In our digital assets arrangements, our fee is calculated as a negotiated percentage of the transaction volume. In these arrangements, we act in the capacity of a principal and recognize revenue gross of the fees we pay to obtain the digital assets for access by our members. In our exchange conversion arrangements, we act in the capacity of a principal and earn fees for exchanging one currency for another. As the investment-related transaction volume and type are not known at contract inception, these arrangements contain variable consideration. However, as our brokerage fees are settled on a monthly basis or sometimes daily basis, the variable consideration within a reporting period is not constrained. We recognize revenue at the time of an investment transaction by applying the expected value method, wherein we assign 100% probability to the transaction price as calculated using actual investment transaction activity. Our brokerage performance obligation is completely satisfied upon completion of an investment-related transaction. We measure our progress toward complete satisfaction of our performance obligation using the output method, with investment transaction activity representing the measure that faithfully depicts the transfer of brokerage services. The value of our brokerage services is represented by the transaction fees, as determined at the point of transaction. We incur costs for clearing and processing services that relate to satisfied performance obligations within our brokerage arrangements. In accordance with ASC 340-40, we expense these costs as incurred. Although certain of our commission costs qualify for capitalization, their amortization period is less than one year. Therefore, utilizing the practical expedient related to incremental costs of obtaining a contract, we expense these costs as incurred. Additionally, we pay upfront account funding incentives to customers that are not tied to a contract period. Therefore, we expense these payments as incurred. Disaggregated Revenue For the periods accounted for in accordance with ASC 606, 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. Revenues from contracts with customers are presented within noninterest income — Technology Platform fees and noninterest income — other in the Consolidated Statements of Operations and Comprehensive Income (Loss). There are no revenues from contracts with customers attributable to our Lending segment for any of the periods presented.
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| Advertising, Sales and Marketing | Included within noninterest expense — sales and marketing in the Consolidated Statements of Operations and Comprehensive Income (Loss) are advertising production costs and advertising communication costs, as well as amounts paid to various affiliates to market our products. For the years ended December 31, 2020, 2019 and 2018, advertising totaled $138,888, $169,942 and $143,081, respectively. Advertising costs are expensed either as incurred or when the advertising takes place, depending on the nature of the advertising activity. Expenses incurred by us related to member acquisition, including brand development, business development and direct member marketing expenses, are also presented within noninterest expense — sales and marketing in the Consolidated Statements of Operations and Comprehensive Income (Loss). | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Technology and Product Development | Expenses incurred by us related to technology, product design and implementation, which includes compensation and benefits, are classified as noninterest expense — technology and product development in the Consolidated Statements of Operations and Comprehensive Income (Loss). | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Loss Contingencies | Loss contingencies, including claims and legal actions arising in the ordinary course of business, are recorded in accounts payable, accruals and other liabilities in the Unaudited Condensed Consolidated Balance Sheets. Such liabilities and associated expenses are recorded when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated. Such estimates are based on the best information available at the time. As additional information becomes available, we reassess the potential liability and record an estimate in the period in which the adjustment is probable and an amount or range can be reasonably estimated. Due to the inherent uncertainties of loss contingencies, estimates may be different from the actual outcomes. With respect to legal proceedings, we recognize legal fees as they are incurred within noninterest expense — general and administrative in our Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. See Note 14 for discussion of contingent matters. | Loss contingencies, including claims and legal actions arising in the ordinary course of business, are recorded in accounts payable, accruals and other liabilities in the Consolidated Balance Sheets, as further described in Note 15. Such liabilities and associated expenses are recorded when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated. Such estimates are based on the best information available at the time. As additional information becomes available, we reassess the potential liability and record an estimate in the period in which the adjustment is probable and an amount or range can be reasonably estimated. Due to the inherent uncertainties of loss contingencies, estimates may be different from the actual outcomes. With respect to legal proceedings, we recognize legal fees as they are incurred within noninterest expense — general and administrative expense in our Consolidated Statements of Operations and Comprehensive Income (Loss). | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-Based Compensation | Stock-based compensation made to employees and non-employees, which includes stock options and RSUs, is measured based on the grant date fair value of the awards and is recognized as compensation expense typically on a straight-line basis over the period during which the stock-based award holder is required to perform services in exchange for the award (the vesting period). Stock-based compensation expense is allocated among the components of noninterest expense in the Consolidated Statements of Operations and Comprehensive Income (Loss). We use the Black-Scholes Option Pricing Model (the “Black-Scholes Model”) to estimate the fair value of stock options. RSUs are measured based on the fair values of the underlying stock on the dates of grant. We recognize forfeitures as incurred and, therefore, reverse previously recognized stock-based compensation expense at the time of forfeiture. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Comprehensive Loss | Comprehensive loss consists of net loss and foreign currency translation adjustments. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented.
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Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. On March 27, 2020, President Trump signed the Coronavirus Aid, Relief, and Economic Security “CARES” Act into law. The CARES Act includes several significant business tax provisions that, among other things, would eliminate the taxable income limit for certain net operating losses (“NOLs”) and allow businesses to carry back NOLs arising in 2018, 2019 and 2020 to the five prior years, suspend the excess business loss rules, accelerate refunds of previously generated corporate alternative minimum tax credits, generally loosen the business interest limitation under IRC section 163(j) from 30 percent to 50 percent among other technical corrections included in the Tax Cuts and Jobs Act tax provisions. The Company does not believe that the CARES Act will have a significant impact on Company's financial position or statement of operations.
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We recognize deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities, as well as for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the tax rates that are expected to apply to taxable income for the years in which those tax assets and liabilities are expected to be realized or settled. In assessing the realizability of deferred tax assets, management reviews all available positive and negative evidence. Valuation allowances are recorded to reduce deferred tax assets to the amount we believe is more likely than not to be realized. We follow accounting guidance in ASC 740, Income Taxes, as it relates to uncertain tax positions, which provides information and procedures for financial statement recognition and measurement of tax positions taken, or expected to be taken, in tax returns. The tax effects from an uncertain tax position can be recognized in the financial statements only if the tax position would more likely than not be upheld on examination by the taxing authorities based on the merits of the tax position. Management is required to analyze all open tax years, as defined by the statute of limitations, for all jurisdictions. We accrue tax penalties and interest, if any, as incurred and recognize them within income tax (expense) benefit in our Consolidated Statements of Operations and Comprehensive Income (Loss). | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Recent Accounting Standards | Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company early adopted ASU 2020-06 on January 1, 2021. The adoption of ASU 2020-06 did not have an impact on the Company’s financial statements. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying condensed consolidated financial statements. We did not adopt any accounting standards during the three months ended March 31, 2021.Facilitation of the Effects of Reference Rate Reform on Financial Reporting In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848): Scope, which clarifies the scope of ASC 848 for certain derivative instruments that use an interest rate for margining, discounting or contract price alignment. ASU 2020-04 and ASU 2021-01 were both effective upon issuance and may be applied to contract modifications from January 1, 2020 through December 31, 2022. We are in the process of reviewing our borrowings and Series 1 redeemable preferred stock dividends that utilize LIBOR as the reference rate and are evaluating options for modifying such arrangements in accordance with the provisions of the standard and the potential impact that such modifications may have on the condensed consolidated financial statements and related disclosures. Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. This ASU simplifies the accounting for certain convertible instruments, amends the guidance on derivative scope exceptions for contracts in an entity’s own equity, and modifies the guidance on diluted earnings per share calculations as a result of these changes. The standard is effective for fiscal years and interim periods beginning after December 15, 2023. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. We are currently evaluating the effect of adopting this standard on our condensed consolidated financial statements and related disclosures.
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Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying consolidated financial statements.
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Recently Adopted Accounting Standards Measurement of Credit Losses on Financial Instruments In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses: Measurement of Credit Losses on Financial Instruments. This ASU required timelier recording of credit losses on loans and other financial instruments. This standard aligned the accounting with the economics of lending by requiring banks and other lending institutions to immediately record the full amount of credit losses that were expected in their loan portfolios. The new guidance required an organization to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions and reasonable and supportable forecasts. This standard required enhanced disclosures related to the significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an organization’s portfolio. Additionally, the new guidance amended the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. Subsequently in November 2018, the FASB issued ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments — Credit Losses, which extended the transition date of the amendments in ASU 2016-13 to January 1, 2022, with early application permitted. At the time of adoption, the standard applied to our measurement of expected credit losses on trade accounts receivable from contracts with customers, certain financing receivables and certain loan repurchase reserves representing guarantees of credit exposure. We adopted ASU 2016-13 on January 1, 2020, and there was not a material impact on our consolidated financial statements. Codification Improvements to Financial Instruments In March 2020, the FASB issued ASU 2020-03, Codification Improvements to Financial Instruments, which revised a wide variety of topics in the Codification with the intent to make the Codification easier to understand and apply by eliminating inconsistencies and providing clarifications. ASU 2020-03 was effective immediately upon its release in March 2020 and had an immaterial impact on our consolidated financial statements. Recent Accounting Standards Issued, But Not Yet Adopted Facilitation of the Effects of Reference Rate Reform on Financial Reporting In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. This ASU provides optional expedients and exceptions, subject to meeting certain criteria, for applying existing U.S. GAAP contract modification accounting due to the expected phase out of the London Interbank Offered Rate (“LIBOR”) by the end of 2021. The standard applies to both contract modifications that replace a reference rate affected by reference rate reform and contemporaneous modifications of other contract terms related to the replacement of the reference rate. The standard was effective upon issuance and may be applied to contract modifications from January 1, 2020 through December 31, 2022. The provisions of the standard must be applied prospectively for all similar eligible contract modifications. We are in the process of reviewing our borrowings and Series 1 redeemable preferred stock dividends that utilize LIBOR as the reference rate and are evaluating options for modifying such arrangements in accordance with the provisions of the standard and the potential impact that such modifications may have on the consolidated financial statements and related disclosures. We have not modified the reference rates in any applicable agreements as of December 31, 2020. Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. This ASU simplifies the accounting for certain convertible instruments, amends the guidance on derivative scope exceptions for contracts in an entity’s own equity, and modifies the guidance on diluted earnings per share calculations as a result of these changes. The standard is effective for fiscal years and interim periods beginning after December 15, 2023. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. We are currently evaluating the effect of adopting this standard on our consolidated financial statements and related disclosures.
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RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Tables) |
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| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Error Corrections and Prior Period Adjustments | The following tables summarize the effect of the restatement on each financial statement line item as of the dates, and for the period, indicated:
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) |
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| Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Earnings Per Share | The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):
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The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):
___________________ (1)In December 2020, we exercised a call and redeemed certain redeemable preferred stock, as further discussed in Note 10 and Note 14. We considered the premium paid on redemption of $52,658 to be akin to a dividend to the redeemable preferred stockholder. As such, the premium, which represented the amount paid upon redemption over the carrying value of the preferred stock (such carrying value being reduced for preferred stock issuance costs) was deducted from net loss to determine the loss available to common stockholders.
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FAIR VALUE MEASUREMENTS (Tables) |
3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2021 |
Dec. 31, 2020 |
Dec. 31, 2020 |
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| Fair Value Disclosures [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Fair Value of Assets and Liabilities Measured on Recurring and Nonrecurring Basis | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2021 and December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
__________________ (1)The fair value of the marketable securities held in Trust account approximates the carrying amount primarily due to their short-term nature. (2)Measured at fair value on a recurring basis. The following table summarizes, by level within the fair value hierarchy, the carrying amounts and estimated fair values of our assets and liabilities measured at fair value on a recurring basis, measured at fair value on a nonrecurring basis, or disclosed, but not carried, at fair value in the Unaudited Condensed Consolidated Balance Sheets as of the dates presented.
_____________________ (1)Disclosed, but not carried, at fair value. The carrying value of our debt is net of unamortized discounts and debt issuance costs. The fair values of our warehouse facility debt, revolving credit facility debt and financing arrangements assumed in the Galileo acquisition were based on market factors and credit factors specific to us. The securitization debt was valued using a discounted cash flow model, with key inputs relating to the underlying contractual coupons, terms, discount rate and expectations for defaults and prepayments. 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)Measured at fair value on a recurring basis. (3)Measured at fair value on a nonrecurring basis. (4)Derivative assets and derivative liabilities classified as Level 1 are based on broker quotes in active markets and represent economic hedges of loan fair values. Gross derivative assets and liabilities included herein are subject to master netting arrangements. See Note 1 for additional information on our master netting arrangements, including the amounts netted against these gross derivative assets and liabilities. (5)Interest rate lock commitments are classified as Level 3 because of our reliance on an assumed loan funding probability, which is based on our internal historical experience with home loans similar to those in the pipeline on the measurement date. (6)Interest rate swaps 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. Interest rate swaps are valued using the three-month LIBOR swap yield curve, which is an observable input from an active market. (7)These assets represent the carrying value of our holdings in VIEs wherein we were not deemed the primary beneficiary. As we do not provide financial support beyond our initial equity investment, our maximum exposure to loss as a result of our involvement with nonconsolidated VIEs is limited to the investment amount. See Note 4 for additional information. (8)See Note 9 for additional information on our warrant liabilities, including inputs to the valuation. (9)ETF short positions classified as Level 1 are based on quoted prices in actively traded markets and serve as an economic hedge to our non-securitization investments in exchange-traded funds.
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The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
__________________ (1)The fair value of the marketable securities held in Trust account approximates the carrying amount primarily due to their short-term nature. (2)Measured at fair value on a recurring basis.
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The following table summarizes, by level within the fair value hierarchy, the carrying amounts and estimated fair values of our assets and liabilities measured at fair value on a recurring basis, measured at fair value on a nonrecurring basis, or disclosed, but not carried, at fair value in the Consolidated Balance Sheets as of the dates presented.
_____________________ (1)Disclosed, but not carried, at fair value. The carrying value of our debt is net of unamortized discounts and debt issuance costs. The fair values of our warehouse facility debt, revolving credit facility debt, seller note debt and other financing arrangements assumed in the Galileo acquisition were based on market factors and credit factors specific to us. The fair value of the seller note as of December 31, 2020 was determined to approximate our carrying value due to our ability to prepay the loan without penalty and the short term maturity of the note. The securitization debt was valued using a discounted cash flow model, with key inputs relating to the underlying contractual coupons, terms, discount rate and expectations for defaults and prepayments. 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. The fair value of our commercial loan was also determined to approximate our carrying value, as the loan was issued in the fourth quarter of 2020, was short-term in nature, and repaid in full in January 2021. (2)Measured at fair value on a recurring basis. (3)Measured at fair value on a nonrecurring basis. (4)Derivative assets classified as Level 1 are based on broker quotes in active markets and represent economic hedges of loan fair values. (5)Interest rate lock commitments are classified as Level 3 because of our reliance on an assumed loan funding probability, which is based on our internal historical experience with home loans similar to those in the pipeline on the measurement date. (6)Derivative liabilities classified as Level 1 are based on broker quotes in active markets and consist of economic hedges of loan fair values and certain non-securitization investments. (7)Interest rate swaps 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. Interest rate swaps are valued using the three-month LIBOR swap yield curve, which is an observable input from an active market. (8)Gross derivative assets and liabilities included herein are subject to master netting arrangements. See Note 1 for additional information on our master netting arrangements, including the amounts netted against these gross derivative assets and liabilities. (9)These assets represent the carrying value of our holdings in VIEs wherein we were not deemed the primary beneficiary. As we do not provide financial support beyond our initial equity investment, our maximum exposure to loss as a result of our involvement with nonconsolidated VIEs is limited to the investment amount. See Note 5 for additional information. (10)See Note 10 for additional information on our warrant liabilities, including inputs to the valuation. (11)ETF short positions classified as Level 1 are based on quoted prices in actively traded markets and serve as an economic hedge to our non-securitization investments in exchange-traded funds.
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| Schedule of Valuation Inputs for Warrant Liability | The following key unobservable assumptions were used in the fair value measurement of our loans as of the dates indicated:
The following key unobservable inputs were used in the fair value measurement of our classes of servicing rights as of the dates presented:
The following key unobservable inputs were used in the fair value measurements of our residual investments and residual interests classified as debt as of the dates indicated:
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The key inputs into the Monte Carlo simulation model for the Private Placement Warrants and Public Warrants were as follows at initial measurement:
The following key unobservable assumptions were used in the fair value measurement of our loans as of the dates indicated:
The following key unobservable inputs were used in the fair value measurement of our classes of servicing rights as of the dates presented:
The following key unobservable inputs were used in the fair value measurements of our residual investments and residual interests classified as debt as of the dates indicated:
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| Schedule of Changes in Fair Value of Warrant Liabilities | The following table presents the changes in the fair value of warrant liabilities:
___________________ (1)Changes in valuation inputs or other assumptions are recognized in noninterest expense — general and administrative in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.
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The following table presents the changes in the fair value of warrant liabilities:
__________________ (1)Changes in valuation inputs or other assumptions are recognized in change in fair value of warrant liabilities in the Consolidated Statement of Operations. (2)Due to the use of quoted prices in an active market (Level 1) and the use of observable inputs for similar assets or liabilities (Level 2) to measure the fair values of the Public Warrants and Private Placement Warrants, respectively, subsequent to initial measurement, the Company had transfers out of Level 3 totaling $55.1 million during the period from October 14, 2020 through December 31, 2020. The following table presents the changes in the fair value of warrant liabilities:
___________________ (1)Changes in valuation inputs or other assumptions are recognized in noninterest expense — general and administrative in the Consolidated Statements of Operations and Comprehensive Income (Loss).
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Organization, Consolidation and Presentation of Financial Statements (Tables) |
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Mar. 31, 2021 |
Dec. 31, 2020 |
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| Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Financing Receivable, Past Due | The following table presents the aging analysis of our credit card loans as of the dates indicated:
_______________ (1)As of March 31, 2021, all of the credit card loans that were 90 days or more past due continued to accrue interest. (2)Presented before allowance for credit losses and excludes accrued interest of $49 and $2 as of March 31, 2021 and December 31, 2020, respectively.
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The following table presents the aging analysis of our credit card loans as of December 31, 2020, which excludes accrued interest of $2:
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| Property, Plant and Equipment | The table below presents our major classes of depreciable and amortizable assets by function as of the dates indicated:
__________________ (1)During the year ended December 31, 2020, we recognized computer hardware assets primarily associated with our acquisition of Galileo and expansion of one of the Galileo data centers, as well as to accommodate our growing workforce and our remote work environment during the COVID-19 pandemic. (2)As of December 31, 2020, furniture and fixtures included office equipment as well as other furniture and fixtures associated with SoFi Stadium. The description as of December 31, 2019 was changed to conform to the current period presentation. (3)During the year ended December 31, 2020, we recognized software assets primarily for internally-developed software projects related to significant development and enhancements for SoFi Money, SoFi Invest, Technology Platform and SoFi Credit Card. (4)As of December 31, 2020, finance lease ROU assets included our rights to certain physical signage within SoFi Stadium. See Note 15 for additional information on our leases.
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| Revenue from External Customers by Products and Services |
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Acquisitions (Tables) |
3 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2021 |
Dec. 31, 2020 |
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| Business Combination and Asset Acquisition [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Purchase Price Consideration | The following table presents the components of the purchase consideration to acquire Galileo:
___________________ (1) The preferred stock issued is subject to adjustment as part of the closing net working capital calculation, which was finalized subsequent to March 31, 2021, as discussed below. As of March 31, 2021, the closing net working capital calculation remained the only open item with regard to the purchase price allocation process for Galileo. (2) We contemporaneously converted outstanding options to acquire common stock of Galileo into corresponding options to acquire common stock of SoFi (“Replacement Options”) at an exchange ratio of one Galileo option to 3.83 Replacement Options.
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The following table presents the components of the purchase consideration to acquire Galileo:
_________________ (1) We funded the cash consideration using borrowings under our revolving credit facility. (2) On May 14, 2020, as part of the purchase price consideration, Galileo agreed to a seller note financing arrangement. The seller note has an aggregate principal amount of $250.0 million and a scheduled maturity of May 14, 2021. During the first six months of the twelve-month borrowing term, there was no interest due to the seller and, as such, the Company expected to pay off the seller note prior to the end of the six month no interest rate period. Given our prepayment assumption, we initially did not expect to pay any interest expense and, therefore, imputed an annual interest rate of 4.9% based on market interest rates and credit factors specific to the Company as of the note issuance date. We did not pay off the seller note before the promotional period ended on November 14, 2020. At the seller note inception, we determined that our call option on the seller note was an embedded derivative, which was not separately valued because it was clearly and closely related to the host contract, and such call option was expected to be exercised during the promotional period. However, the promotional period lapsed, which triggered incremental interest of $12.5 million incurred to the Galileo sellers on the call date of November 14, 2020, reflecting an interest rate of 10.0% per annum during the six-month promotional borrowing period. This incremental interest is payable at seller note maturity. Subsequent to the promotional borrowing period, we pay interest quarterly in arrears at an interest rate of 10.0% per annum. During February 2021, we paid off the seller note and accrued interest. See Note 18 for additional information. (3) The fair value of the 52,743,298 shares of the Company’s Series H-1 preferred stock issued as of the date of acquisition was determined using a Black-Scholes Model via the backsolve method, resulting in a per share value of $15.44. The preferred stock issued is subject to adjustment as part of the closing net working capital calculation, as discussed below, which was not finalized as of December 31, 2020. Refer to Note 10 for additional information on the Series H-1 preferred stock. (4) The fair value of Galileo common stock options assumed in the purchase consideration was first determined by using Black-Scholes option pricing techniques using the following assumptions:
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| Schedule of Finite-Lived Intangible Assets Acquired | Identifiable intangible assets at the date of acquisition included finite-lived intangible assets with a gross carrying amount of $388,000, as follows:
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| Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table presents the allocation of the total purchase consideration to the estimated fair values of the identified assets acquired and liabilities assumed of Galileo as of the date of acquisition, as well as a reconciliation to the total consideration transferred:
_________________ (1)The fair value of accounts receivable acquired was $12,999, with a gross contractual amount of $13,844. At the date of acquisition, the Company expected $845 to be uncollectible. (2)Intangible assets consist of finite-lived intangible assets with a gross carrying amount of $388,000, as follows:
________________ (a) Valued using the Multi-Period Excess Earnings Method (“MPEEM”), which is a form of the income approach. The significant assumptions include: (i) the estimated annual net cash flows, which are a function of expected earnings attributable to the asset (and include an assumed technology migration curve), contributory asset charges and the applicable tax rate, (ii) an assumed discount rate, which reflects the risk of the asset relative to the overall risk of Galileo, and (iii) the tax amortization benefit. (b) Valued using the With and Without Method, which is a form of the income approach. The significant assumptions include: (i) the estimated annual revenues and net cash flows both with the existing customer base and without the existing customer base, which include assumptions regarding revenue ramp-up periods and attrition rates, (ii) an assumed discount rate, and (iii) the tax amortization benefit. (c) Valued using the Relief from Royalty Method, which is a form of the income approach. The significant assumptions include: (i) the estimated annual net cash flows, which are a function of expected earnings attributable to the asset, the probability of use of the asset, the royalty rate and the applicable tax rate, (ii) the discount rate, and (iii) the tax amortization benefit. (3)Other liabilities at the acquisition date included a contingent liability associated with a class action litigation in which Galileo was a co-defendant involving service disruption for Galileo’s most significant customer stemming from Galileo’s system experiencing technology platform downtime. Additionally, the customer sought compensatory payment from Galileo as part of the system outage. At the acquisition date, the Company believed it was probable that a settlement would be reached and estimated the loss to be $6,195. Other assets at the acquisition date included $6,195 for the expected insurance recovery on the expected settlement. See Note 15 for additional disclosure on this contingent matter. (4)The deferred tax liabilities recognized in the acquisition were primarily related to the acquired intangible assets recognized at a fair value of $388.0 million, in which we had no tax basis. (5)The excess of the total purchase consideration over the fair value of the identified net assets acquired was allocated to goodwill, none of which is expected to be deductible for tax purposes. Upon finalization of the closing net working capital calculation, we currently expect the total purchase consideration to be reduced by $743, which will result in a corresponding reduction to the carrying amount of goodwill. Goodwill is primarily attributable to synergies expected from leveraging SoFi’s resources to further build upon Galileo’s product offerings, scaling Galileo’s operations and expanding its market reach. As such, the goodwill is fully allocated to the Technology Platform segment.
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| Schedule of Pro Forma Information | The following unaudited supplemental pro forma financial information presents the Company’s consolidated results of operations for the three months ended March 31, 2020 as if the business combination had occurred on January 1, 2020:
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The following unaudited supplemental pro forma financial information presents the Company’s consolidated results of operations for the years ended December 31, 2020 and 2019 as if the business combination had occurred on January 1, 2019:
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Goodwill and Intangible Assets (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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| Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Goodwill | A rollforward of our goodwill balance is presented below as of the dates indicated:
__________________ (1) Additional goodwill recognized as of December 31, 2020 includes $873,358 related to the acquisition of Galileo and $10,239 related to the acquisition of 8 Limited. See Note 2 for additional information. (2) We utilized a discounted cash flow analysis to determine the difference between the fair value of the SoFi Money reporting unit and its carrying value. This analysis did not result in impairment expense. However, we had an immaterial non-cash overstatement of goodwill in our historical balance, which we expensed through noninterest expense — general and administrative in the Consolidated Statements of Operations and Comprehensive Income (Loss). (3) As of December 31, 2020, we had goodwill attributable to the following reportable segments: $25,912 to Financial Services and $873,358 to Technology Platform. As of December 31, 2019, all of our goodwill was attributable to the Financial Services reportable segment.
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| Schedule of Finite-Lived Intangible Assets | The following is a summary of the carrying amount and estimated useful lives of our intangible assets by class as of the dates indicated:
__________________ (1) During the year ended December 31, 2020, the Company acquired $253,000 in developed technology, $125,000 in customer-related intangible assets and $10,000 in trade names, trademarks and domain names related to the acquisition of Galileo. Other additions to developed technology, customer-related and broker-dealer license and trading rights intangible assets related to the acquisition of 8 Limited. See Note 2 for additional information. (2) As of December 31, 2019, our core banking infrastructure was a full-stack multi-currency banking platform that we acquired during 2017. In conjunction with the acquisition of Galileo during the year ended December 31, 2020, we changed the estimated useful life for core banking infrastructure from nine years to one year, ending May 14, 2021, as Galileo’s infrastructure rendered the existing core banking infrastructure redundant, albeit there will be a transition period before we fully migrate to Galileo’s infrastructure. In accordance with Topic 250, Accounting Changes and Error Corrections, this change in estimate was applied prospectively. The change in estimate resulted in higher amortization expense of $5,759, or $(0.14) per common share, for the year ended December 31, 2020. (3) Partnership intangible assets were acquired during the year ended December 31, 2019 and represent banking relationships, which help facilitate certain financial services activities. The acquired partnership intangible assets had a weighted average amortization period of one year.
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| Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Estimated future amortization expense as of December 31, 2020 is as follows:
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Loans (Tables) |
3 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2021 |
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| Receivables [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Loans | Below is a disaggregated presentation of our loans, inclusive of fair market value adjustments and accrued interest income, as applicable, as of the dates indicated:
_____________________ (1) See Note 1 for additional information on our loans at amortized cost as it pertains to the allowance for credit losses pursuant to ASC 326. (2) During the three months ended March 31, 2021, we had originations of credit card loans of $28,763 and gross repayments on credit card loans of $18,357. (3) During the fourth quarter of 2020, we issued a commercial loan with a principal balance of $16,500 and accumulated interest of $12 as of December 31, 2020, all of which was repaid in January 2021. The following table summarizes the aggregate fair value of our loans measured at fair value on a recurring basis as of the dates indicated:
The following table summarizes the aggregate fair value of loans 90 days or more delinquent as of the dates indicated. As delinquent loans are charged off after 120 days of nonpayment, amounts presented below represent the fair value of loans that are 90 to 120 days delinquent.
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Below is a disaggregated presentation of our loans, inclusive of fair market value adjustments and accrued interest income, as applicable, as of the dates indicated:
__________________ (1) See Note 1 for additional information on our loans at amortized cost as it pertains to the allowance for credit losses pursuant to ASC 326. (2) The carrying value of credit card loans as of December 31, 2020 reflects originations of $6,957 and accrued interest of $2, reduced by gross repayments of $3,017 and allowance for credit losses of $219. (3) During the fourth quarter of 2020, we issued a commercial loan that had a principal balance of $16,500 and accumulated unpaid interest of $12 as of December 31, 2020, all of which was repaid during January 2021. The following table summarizes the aggregate fair value of our loans measured at fair value on a recurring basis as of the dates indicated:
The following table summarizes the aggregate fair value of loans 90 days or more delinquent as of the dates indicated. As delinquent loans are charged off after 120 days of nonpayment, amounts presented below represent the fair value of loans that are 90 to 120 days delinquent.
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| Schedule of Loans Measured at Fair Value | The following table presents the changes in our loans measured at fair value on a recurring basis:
__________________ (1) Purchases reflect unpaid principal balance and relate to previously transferred loans. Purchase activity during the three months ended March 31, 2020 included securitization clean-up calls of $33,012. The remaining purchases during the periods presented related to standard representations and warranties pursuant to our various loan sale agreements. (2) Changes in fair value of loans are recorded in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss within noninterest income — loan origination and sales for loans held on the balance sheet prior to transfer and within noninterest income — securitizations for loans in a consolidated VIE. Changes in fair value are impacted by valuation assumption changes, as well as sales price execution and amount of time the loans are held prior to sale. We record changes in fair value within noninterest income — securitizations in the Unaudited 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.
The following table presents the changes in our IRLCs, which are measured at fair value on a recurring basis. Changes in the fair value of IRLCs are recorded within noninterest income — loan origination and sales in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.
___________________ (1)Funded and unfunded loan fair value adjustments represent the unpaid principal balance of funded and unfunded loans, respectively, multiplied by the IRLC price in effect at the beginning of each quarter.
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The following table presents the changes in our loans measured at fair value on a recurring basis:
__________________ (1) Purchases reflect unpaid principal balance and relate to previously transferred loans. Purchase activity includes securitization clean-up calls during the years ended December 31, 2020 and 2019 of $76,044 and $31,807, respectively. Additionally, during the year ended December 31, 2020, the Company elected to purchase $606,264 of previously sold loans from certain investors. The Company was not required to buy back these loans. The remaining purchases related to standard representations and warranties pursuant to our various loan sale agreements. (2) We consolidate certain VIEs and, prior to finalizing the related securitization transaction in certain instances, a portion of the loans transferred to the SPE are contributed by third parties. (3) Changes in fair value of loans are recorded in the Consolidated Statements of Operations and Comprehensive Income (Loss) within noninterest income — loan origination and sales for loans held on the balance sheet prior to transfer and within noninterest income — securitizations for loans in a consolidated VIE. The following table presents the changes in the residual investments and residual interests classified as debt, which are both measured at fair value on a recurring basis. We record changes in fair value within noninterest income — securitizations in the Consolidated Statements of Operations and Comprehensive Income (Loss), a portion of which is subsequently reclassified to interest expense — securitizations and warehouses for residual interests classified as debt and to interest income — securitizations for residual investments, but does not impact the liability or asset balance, respectively.
______________________ (1)Payments of residual investments included $8.4 million of residual investment sales made during the year ended December 31, 2020. (2)During the year ended December 31, 2020, includes a transfer from residual investments (Level 3) to asset-backed bonds (Level 2) associated with a repackaged securitization transaction in which we formed a new VIE and, in the process, exchanged our residual interest for an asset-backed bond interest. The following table presents the changes in our IRLCs, which are measured at fair value on a recurring basis. Changes in the fair value of IRLCs are recorded within noninterest income — loan origination and sales in the Consolidated Statements of Operations and Comprehensive Income (Loss).
___________________ (1)Funded and unfunded loans fair value adjustments represent the unpaid principal balance of funded and unfunded loans, respectively, multiplied by the IRLC price in effect at the beginning of each quarter.
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Variable Interest Entities (Tables) |
3 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2021 |
Dec. 31, 2020 |
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| Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Consolidated and Nonconsolidated VIEs | Additionally, the assets and liabilities in the table below exclude intercompany balances, which eliminate upon consolidation:
___________________ (1)Debt is presented net of debt issuance costs and debt discounts. The following table presents the aggregate outstanding value of asset-backed bonds and residual interests owned by the Company in nonconsolidated VIEs, which were included in our Unaudited Condensed Consolidated Balance Sheets:
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Additionally, the assets and liabilities in the table below exclude intercompany balances, which eliminate upon consolidation:
___________________ (1)Debt is presented net of debt issuance costs and debt discounts. The following table presents the aggregate outstanding value of asset-backed bonds and residual interests owned by the Company in nonconsolidated VIEs, which were included in our Consolidated Balance Sheets:
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Transfers of Financial Assets (Tables) |
3 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2021 |
Dec. 31, 2020 |
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| Transfers and Servicing [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Loan Securitization Transfers, Whole Loan Sales and Participating Interests | The following table summarizes the loan securitization transfers qualifying for sale accounting treatment for the periods indicated. There were no home loan securitization transfers qualifying for sale accounting treatment during either of the periods presented and no personal loan securitization transfers qualifying for sale accounting treatment during the three months ended March 31, 2021.
_____________________ (1)Deconsolidation of debt reflects the impacts of previously consolidated VIEs that became deconsolidated during the period because we no longer held a significant financial interest in the underlying securitization entity. See Note 4 for further discussion of deconsolidations. The gain from loan sales excludes losses from deconsolidations of $5.1 million for the three months ended March 31, 2020, which are presented in noninterest income — securitizations in the Unaudited Condensed Consolidated Statements of Comprehensive Loss. The following table summarizes the whole loan sales for the periods indicated:
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The following table summarizes the loan securitization transfers qualifying for sale accounting treatment for the years presented. There were no loan securitization transfers qualifying for sale accounting treatment of home loans during any of the years presented.
_____________________ (1)Deconsolidation of debt reflects the impacts of previously consolidated VIEs that became deconsolidated during the period because we no longer held a significant financial interest in the underlying securitization entity. See Note 5 for further discussion of deconsolidations. The following table summarizes the whole loan sales for the years presented:
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| Schedule of Transferred Loans with Continued Involvement but Not Recorded on Consolidated Balance Sheet | The following table presents information as of the dates indicated about the unpaid principal balances of transferred loans that are not recorded in our Unaudited Condensed Consolidated Balance Sheets, but with which we have a continuing involvement through our servicing agreements:
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The following table presents information as of the dates indicated about the unpaid principal balances of transferred loans that are not recorded in our Consolidated Balance Sheets, but with which we have a continuing involvement through our servicing agreements:
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Accounts Receivable (Tables) |
3 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2021 |
Dec. 31, 2020 |
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| Receivables [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Allowance for Credit Losses | The following table summarizes the activity in the balance of allowance for credit losses on accounts receivable during the period indicated. There was no activity in the balance of allowance for credit losses on accounts receivable during the three months ended March 31, 2020.
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The following table summarizes the activity in the balance of allowance for credit losses during the year indicated:
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Fair Value Measurements (Tables) |
3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2021 |
Dec. 31, 2020 |
Dec. 31, 2020 |
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| Fair Value Disclosures [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Fair Value of Assets and Liabilities Measured on Recurring and Nonrecurring Basis | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2021 and December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
__________________ (1)The fair value of the marketable securities held in Trust account approximates the carrying amount primarily due to their short-term nature. (2)Measured at fair value on a recurring basis. The following table summarizes, by level within the fair value hierarchy, the carrying amounts and estimated fair values of our assets and liabilities measured at fair value on a recurring basis, measured at fair value on a nonrecurring basis, or disclosed, but not carried, at fair value in the Unaudited Condensed Consolidated Balance Sheets as of the dates presented.
_____________________ (1)Disclosed, but not carried, at fair value. The carrying value of our debt is net of unamortized discounts and debt issuance costs. The fair values of our warehouse facility debt, revolving credit facility debt and financing arrangements assumed in the Galileo acquisition were based on market factors and credit factors specific to us. The securitization debt was valued using a discounted cash flow model, with key inputs relating to the underlying contractual coupons, terms, discount rate and expectations for defaults and prepayments. 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)Measured at fair value on a recurring basis. (3)Measured at fair value on a nonrecurring basis. (4)Derivative assets and derivative liabilities classified as Level 1 are based on broker quotes in active markets and represent economic hedges of loan fair values. Gross derivative assets and liabilities included herein are subject to master netting arrangements. See Note 1 for additional information on our master netting arrangements, including the amounts netted against these gross derivative assets and liabilities. (5)Interest rate lock commitments are classified as Level 3 because of our reliance on an assumed loan funding probability, which is based on our internal historical experience with home loans similar to those in the pipeline on the measurement date. (6)Interest rate swaps 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. Interest rate swaps are valued using the three-month LIBOR swap yield curve, which is an observable input from an active market. (7)These assets represent the carrying value of our holdings in VIEs wherein we were not deemed the primary beneficiary. As we do not provide financial support beyond our initial equity investment, our maximum exposure to loss as a result of our involvement with nonconsolidated VIEs is limited to the investment amount. See Note 4 for additional information. (8)See Note 9 for additional information on our warrant liabilities, including inputs to the valuation. (9)ETF short positions classified as Level 1 are based on quoted prices in actively traded markets and serve as an economic hedge to our non-securitization investments in exchange-traded funds.
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The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
__________________ (1)The fair value of the marketable securities held in Trust account approximates the carrying amount primarily due to their short-term nature. (2)Measured at fair value on a recurring basis.
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The following table summarizes, by level within the fair value hierarchy, the carrying amounts and estimated fair values of our assets and liabilities measured at fair value on a recurring basis, measured at fair value on a nonrecurring basis, or disclosed, but not carried, at fair value in the Consolidated Balance Sheets as of the dates presented.
_____________________ (1)Disclosed, but not carried, at fair value. The carrying value of our debt is net of unamortized discounts and debt issuance costs. The fair values of our warehouse facility debt, revolving credit facility debt, seller note debt and other financing arrangements assumed in the Galileo acquisition were based on market factors and credit factors specific to us. The fair value of the seller note as of December 31, 2020 was determined to approximate our carrying value due to our ability to prepay the loan without penalty and the short term maturity of the note. The securitization debt was valued using a discounted cash flow model, with key inputs relating to the underlying contractual coupons, terms, discount rate and expectations for defaults and prepayments. 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. The fair value of our commercial loan was also determined to approximate our carrying value, as the loan was issued in the fourth quarter of 2020, was short-term in nature, and repaid in full in January 2021. (2)Measured at fair value on a recurring basis. (3)Measured at fair value on a nonrecurring basis. (4)Derivative assets classified as Level 1 are based on broker quotes in active markets and represent economic hedges of loan fair values. (5)Interest rate lock commitments are classified as Level 3 because of our reliance on an assumed loan funding probability, which is based on our internal historical experience with home loans similar to those in the pipeline on the measurement date. (6)Derivative liabilities classified as Level 1 are based on broker quotes in active markets and consist of economic hedges of loan fair values and certain non-securitization investments. (7)Interest rate swaps 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. Interest rate swaps are valued using the three-month LIBOR swap yield curve, which is an observable input from an active market. (8)Gross derivative assets and liabilities included herein are subject to master netting arrangements. See Note 1 for additional information on our master netting arrangements, including the amounts netted against these gross derivative assets and liabilities. (9)These assets represent the carrying value of our holdings in VIEs wherein we were not deemed the primary beneficiary. As we do not provide financial support beyond our initial equity investment, our maximum exposure to loss as a result of our involvement with nonconsolidated VIEs is limited to the investment amount. See Note 5 for additional information. (10)See Note 10 for additional information on our warrant liabilities, including inputs to the valuation. (11)ETF short positions classified as Level 1 are based on quoted prices in actively traded markets and serve as an economic hedge to our non-securitization investments in exchange-traded funds.
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| Schedule of Valuation Inputs and Assumptions | The following key unobservable assumptions were used in the fair value measurement of our loans as of the dates indicated:
The following key unobservable inputs were used in the fair value measurement of our classes of servicing rights as of the dates presented:
The following key unobservable inputs were used in the fair value measurements of our residual investments and residual interests classified as debt as of the dates indicated:
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The key inputs into the Monte Carlo simulation model for the Private Placement Warrants and Public Warrants were as follows at initial measurement:
The following key unobservable assumptions were used in the fair value measurement of our loans as of the dates indicated:
The following key unobservable inputs were used in the fair value measurement of our classes of servicing rights as of the dates presented:
The following key unobservable inputs were used in the fair value measurements of our residual investments and residual interests classified as debt as of the dates indicated:
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| Schedule of Sensitivity Analysis for Servicing Rights | The following table presents the estimated decrease to the fair value of our servicing rights as of the dates indicated if the key assumptions had each of the below adverse changes:
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The following table presents the estimated decrease to the fair value of our servicing rights as of the dates indicated if the key assumptions had each of the below adverse changes:
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| Schedule of Servicing Rights at Fair Value | The following table presents the changes in the Company’s servicing rights, which are measured at fair value on a recurring basis. Servicing rights are initially measured at fair value and recognized as a component of the gain or loss from sales of loans and the initial capitalization is reported within noninterest income — loan origination and sales in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. Subsequent changes in the fair value of servicing rights are reported within noninterest income — servicing in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.
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The following table presents the changes in the Company’s servicing rights, which are measured at fair value on a recurring basis. Servicing rights are initially measured at fair value and recognized as a component of the gain or loss from sales of loans and the initial capitalization is reported within noninterest income — loan origination and sales in the Consolidated Statements of Operations and Comprehensive Income (Loss). Subsequent changes in the fair value of servicing rights are reported within noninterest income — servicing in the Consolidated Statements of Operations and Comprehensive Income (Loss).
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| Schedule of Instrument-Specific Credit Risk | The change in the fair value of certain financial instruments measured at fair value using the fair value option that resulted from instrument-specific credit risk was as follows during the periods indicated:
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The change in the fair value of certain financial instruments measured at fair value using the fair value option that resulted from instrument-specific credit risk was as follows during the years indicated:
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| Schedule of Changes in Residual Investments, Residual Interests and Interest Rate Lock Commitments | The following table presents the changes in our loans measured at fair value on a recurring basis:
__________________ (1) Purchases reflect unpaid principal balance and relate to previously transferred loans. Purchase activity during the three months ended March 31, 2020 included securitization clean-up calls of $33,012. The remaining purchases during the periods presented related to standard representations and warranties pursuant to our various loan sale agreements. (2) Changes in fair value of loans are recorded in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss within noninterest income — loan origination and sales for loans held on the balance sheet prior to transfer and within noninterest income — securitizations for loans in a consolidated VIE. Changes in fair value are impacted by valuation assumption changes, as well as sales price execution and amount of time the loans are held prior to sale. We record changes in fair value within noninterest income — securitizations in the Unaudited 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.
The following table presents the changes in our IRLCs, which are measured at fair value on a recurring basis. Changes in the fair value of IRLCs are recorded within noninterest income — loan origination and sales in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.
___________________ (1)Funded and unfunded loan fair value adjustments represent the unpaid principal balance of funded and unfunded loans, respectively, multiplied by the IRLC price in effect at the beginning of each quarter.
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The following table presents the changes in our loans measured at fair value on a recurring basis:
__________________ (1) Purchases reflect unpaid principal balance and relate to previously transferred loans. Purchase activity includes securitization clean-up calls during the years ended December 31, 2020 and 2019 of $76,044 and $31,807, respectively. Additionally, during the year ended December 31, 2020, the Company elected to purchase $606,264 of previously sold loans from certain investors. The Company was not required to buy back these loans. The remaining purchases related to standard representations and warranties pursuant to our various loan sale agreements. (2) We consolidate certain VIEs and, prior to finalizing the related securitization transaction in certain instances, a portion of the loans transferred to the SPE are contributed by third parties. (3) Changes in fair value of loans are recorded in the Consolidated Statements of Operations and Comprehensive Income (Loss) within noninterest income — loan origination and sales for loans held on the balance sheet prior to transfer and within noninterest income — securitizations for loans in a consolidated VIE. The following table presents the changes in the residual investments and residual interests classified as debt, which are both measured at fair value on a recurring basis. We record changes in fair value within noninterest income — securitizations in the Consolidated Statements of Operations and Comprehensive Income (Loss), a portion of which is subsequently reclassified to interest expense — securitizations and warehouses for residual interests classified as debt and to interest income — securitizations for residual investments, but does not impact the liability or asset balance, respectively.
______________________ (1)Payments of residual investments included $8.4 million of residual investment sales made during the year ended December 31, 2020. (2)During the year ended December 31, 2020, includes a transfer from residual investments (Level 3) to asset-backed bonds (Level 2) associated with a repackaged securitization transaction in which we formed a new VIE and, in the process, exchanged our residual interest for an asset-backed bond interest. The following table presents the changes in our IRLCs, which are measured at fair value on a recurring basis. Changes in the fair value of IRLCs are recorded within noninterest income — loan origination and sales in the Consolidated Statements of Operations and Comprehensive Income (Loss).
___________________ (1)Funded and unfunded loans fair value adjustments represent the unpaid principal balance of funded and unfunded loans, respectively, multiplied by the IRLC price in effect at the beginning of each quarter.
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Debt (Tables) |
3 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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| Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Debt | The following table summarizes the Company’s principal outstanding debt, debt discounts and debt issuance costs as of the dates indicated:
_________________ (1)As of March 31, 2021, and represents unpaid principal balances, with the exception of the risk retention warehouse facilities, which include securitization-related investments carried at fair value. In addition, certain securitization interests that eliminate in consolidation are pledged to risk retention warehouse facilities. (2)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. In instances where the related securitization was deconsolidated during the current period, the termination date is equivalent to our deconsolidation date. (3)There were no debt discounts issued during the three months ended March 31, 2021. (4)Financing was obtained for both asset-backed bonds and residual investments in various personal loan and student loan securitizations, and the underlying collateral are the underlying asset-backed bonds and residual investments. We only state capacity amounts in this table for risk retention facilities wherein we can pledge additional asset-backed bonds and residual investments as of March 31, 2021. (5)As of March 31, 2021, $6.0 million of the revolving credit facility total capacity was not available for general borrowing purposes because it was utilized to secure a letter of credit. Refer to our letter of credit disclosures in Note 14 for more details. (6)Part of our consideration to acquire Galileo was in the form of a seller note financing arrangement, which we paid off in February 2021. See Note 2 for additional information. We also assumed certain other financing arrangements resulting from our acquisition of Galileo. (7)Unused commitment fees ranging from 0 to 200 basis points (“bps”) on our various warehouse facilities are recognized as noninterest expense — general and administrative in our Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. “ML” stands for “Month LIBOR”. As of March 31, 2021, 1 ML and 3 ML was 0.11% and 0.19%, respectively. As of December 31, 2020, 1 ML and 3 ML was 0.14% and 0.24%, respectively. “PR” stands for “Prime Rate”. As of March 31, 2021 and December 31, 2020, PR was 3.25% and 3.25%, respectively. (8)This facility has a prime rate floor of 309 bps. (9)Warehouse facility incurs different interest rates on its two types of asset classes. One such class incurs interest based on a commercial paper rate (“CP”) rate, which is determined by the facility lender. As of March 31, 2021 and December 31, 2020, the CP rate for this facility was 0.22% and 0.25%, respectively. (10)Warehouse facility incurs interest based on a CP rate, which is determined by the facility lender. As of March 31, 2021 and December 31, 2020, the CP rate for this facility was 0.26% and 0.28%, respectively. (11)Warehouse facility incurs interest based on a CP rate, which is determined by the facility lender. As of March 31, 2021 and December 31, 2020, the CP rate for this facility was 0.22% and 0.25%, respectively. (12)Warehouse facility incurs interest based on a CP rate, which is determined by the facility lender. As of March 31, 2021, the CP rate for this facility was 0.12%. As of December 31, 2020, this facility incurred interest based on 1ML. (13)Warehouse facility incurs interest based on a CP rate, which is determined by the facility lender. As of March 31, 2021 and December 31, 2020, the CP rate for this facility was 0.22% and 0.25%, respectively. (14)Warehouse facility incurs interest based on a CP rate, which is determined by the facility lender. As of March 31, 2021, the CP rate for this facility was 0.22%. As of December 31, 2020, this facility incurred interest based on 3ML. (15)Interest rate presented represents the interest rate on standard withdrawals on our revolving credit facility, while same-day withdrawals incur interest based on PR.
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The following table summarizes the Company’s principal outstanding debt, debt discounts and debt issuance costs as of the dates indicated:
_________________ (1)As of December 31, 2020, and represents unpaid principal balances, with the exception of the risk retention warehouse facilities, which include securitization-related investments carried at fair value. In addition, certain securitization interests that eliminate in consolidation are pledged to risk retention warehouse facilities. (2)Unused commitment fees ranging from 0 to 200 bps on our various warehouse facilities are recognized as noninterest expense — general and administrative in our Consolidated Statements of Operations and Comprehensive Income (Loss). “ML” stands for “Month LIBOR”. As of December 31, 2020, 1 ML and 3 ML was 0.14% and 0.24%, respectively. As of December 31, 2019, 1 ML and 3 ML was 1.76% and 1.91%, respectively. “PR” stands for “Prime Rate”. As of December 31, 2020 and 2019, PR was 3.25% and 4.75%, respectively. Our total weighted average effective interest rate for the years ended December 31, 2020 and 2019 was 3.18% and 4.12%, respectively. (3)For the 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. In instances where the related securitization was deconsolidated during the current period, the termination date is equivalent to our deconsolidation date. (4)There were $2,953 and $1,431 of debt discounts issued during the years ended December 31, 2020 and 2019, respectively. (5)Financing was obtained for both asset-backed bonds and residual investments in various personal and student loan securitizations, and the underlying collateral are the underlying asset-backed bonds and residual investments. We only state capacity amounts in this table for risk retention facilities wherein we can pledge additional asset-backed bonds and residual investments as of December 31, 2020. (6)As of December 31, 2020, $6.0 million of the revolving credit facility total capacity was not available for general borrowing purposes because it was utilized to secure a letter of credit. Refer to our letter of credit disclosures in Note 15 for more details. (7)Interest rate presented represents the interest rate on standard withdrawals on our revolving credit facility, while same-day withdrawals incur interest based on PR. (8)Part of our consideration to acquire Galileo was in the form of a seller note financing arrangement, which is prepayable without penalty. See Note 2 for additional information. We also assumed certain other financing arrangements resulting from our acquisition of Galileo. (9)Warehouse facility incurs different interest rates on its two types of asset classes. One such class incurs interest based on a commercial paper rate (“CP”) rate, which is determined by the facility lender. As of December 31, 2020, the CP rate for this facility was 0.25%. As of December 31, 2019, this warehouse incurred interest based on 3 ML. (10)Warehouse facility incurs interest based on a CP rate, which is determined by the facility lender. As of December 31, 2020, the CP rate for this facility was 0.28%. (11)Warehouse facility incurs interest based on a CP rate, which is determined by the facility lender. As of December 31, 2020, the CP rate for this facility was 0.25%. (12)This facility has a prime rate floor of 309 bps.
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| Schedule of Maturities of Borrowings | As of December 31, 2020, future maturities of our outstanding debt with scheduled payments, which included our revolving credit facility, seller note and other financings obtained in connection with our acquisition of Galileo, were as follows:
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Temporary Equity (Tables) |
3 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2021 |
Dec. 31, 2020 |
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| Temporary Equity Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedules of Temporary Equity | The following table summarizes the original issuance price per share and authorized and outstanding number of shares of redeemable preferred stock as of the dates indicated:
____________________ (1)Series C redeemable preferred shares do not have a stated dividend. The common stock conversion prices for each series were as follows:
The various liquidation preferences (redemption amounts) are itemized below:
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The following table summarizes the original issuance price per share and authorized and outstanding number of shares of redeemable preferred stock as of the dates indicated:
____________________ (1)Series C redeemable preferred shares do not have a stated dividend. The common stock conversion prices for each series were as follows:
The various liquidation preferences (redemption amounts) are itemized below:
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| Schedule of Valuation Inputs for Warrant Liability | The following key unobservable assumptions were used in the fair value measurement of our loans as of the dates indicated:
The following key unobservable inputs were used in the fair value measurement of our classes of servicing rights as of the dates presented:
The following key unobservable inputs were used in the fair value measurements of our residual investments and residual interests classified as debt as of the dates indicated:
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The key inputs into the Monte Carlo simulation model for the Private Placement Warrants and Public Warrants were as follows at initial measurement:
The following key unobservable assumptions were used in the fair value measurement of our loans as of the dates indicated:
The following key unobservable inputs were used in the fair value measurement of our classes of servicing rights as of the dates presented:
The following key unobservable inputs were used in the fair value measurements of our residual investments and residual interests classified as debt as of the dates indicated:
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| Schedule of Changes in Fair Value of Warrant Liabilities | The following table presents the changes in the fair value of warrant liabilities:
___________________ (1)Changes in valuation inputs or other assumptions are recognized in noninterest expense — general and administrative in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.
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The following table presents the changes in the fair value of warrant liabilities:
__________________ (1)Changes in valuation inputs or other assumptions are recognized in change in fair value of warrant liabilities in the Consolidated Statement of Operations. (2)Due to the use of quoted prices in an active market (Level 1) and the use of observable inputs for similar assets or liabilities (Level 2) to measure the fair values of the Public Warrants and Private Placement Warrants, respectively, subsequent to initial measurement, the Company had transfers out of Level 3 totaling $55.1 million during the period from October 14, 2020 through December 31, 2020. The following table presents the changes in the fair value of warrant liabilities:
___________________ (1)Changes in valuation inputs or other assumptions are recognized in noninterest expense — general and administrative in the Consolidated Statements of Operations and Comprehensive Income (Loss).
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Permanent Equity (Tables) |
3 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2021 |
Dec. 31, 2020 |
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| Equity [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule Of Common Stock, Reserved For Future Issuance | The Company reserved the following common stock for future issuance as of the dates indicated:
___________________ (1)As of each balance sheet date presented, includes 183,985 contingently issuable common stock in connection with our acquisition of 8 Limited, as discussed in Note 2. As of March 31, 2021, also includes 735,100 contingently issuable common stock related to an adjustment to a common stock issuance in December 2020, as discussed in this Note 10.
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The Company reserved the following common stock for future issuance as of the dates indicated:
___________________ (1)Represents contingently issuable common stock in connection with our acquisition of 8 Limited. See Note 2 for additional information.
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Stock-Based Compensation (Tables) |
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Mar. 31, 2021 |
Dec. 31, 2020 |
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| Share-based Payment Arrangement [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based Payment Arrangement, Expensed Amount | Stock-based compensation expense related to stock options and RSUs is presented within the following line items in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the periods indicated:
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Stock-based compensation expense related to stock options and RSUs is presented within the following line items in the Consolidated Statements of Operations and Comprehensive Income (Loss) for the periods indicated:
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| Share-based Payment Arrangement, Option, Activity | The following is a summary of stock option activity for the period indicated:
____________________ (1)There were no stock options granted during the three months ended March 31, 2021. (2)The tax benefit from stock options exercised was not material for the period presented.
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The following is a summary of stock option activity for the year indicated:
____________________ (1)The weighted average grant date fair value of stock options granted during the year ended December 31, 2020 was $4.26. (2)In connection with our acquisition of Galileo, we converted outstanding stock options to acquire common stock of Galileo into corresponding options to acquire common stock of SoFi at an exchange ratio of one Galileo option to 3.83 Replacement Options. See Note 2 for additional information. (3)The tax benefit from stock options exercised was not material for the period presented. (4)On May 14, 2020, certain employees were given the option to exchange stock options for RSUs at a conversion ratio of one RSU for every $13.00 of stock option value on the date of the offer. There were 296 employees who participated in this offer. On the date of the modification, the fair value of our common stock was $12.11. We concluded that all stock options were probable of vesting, as the impetus for the modification was to give certain employees who had stock options prior to RSU issuances becoming more ubiquitous at SoFi an opportunity to have more RSUs. Modifications of equity-classified awards that have performance and/or service conditions can be categorized into four types. We concluded that the facts and circumstances aligned with a probable-to-probable modification (Type I modification) for the modified stock options, and did not recognize any incremental share-based compensation expense because the fair value of the replacement award was less than the fair value of the replaced award at the time of the modification.
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| Share-based Payment Arrangement, Options, Inputs | The following table summarizes the inputs used for estimating the fair value of stock options granted during the years indicated. During the year ended December 31, 2020, the inputs disclosed below exclude those associated with Replacement Options granted in connection with our acquisition of Galileo. See Note 2 for the inputs used to estimate the fair value of the Replacement Options. There were no stock options granted during the year ended December 31, 2019.
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| Share-based Payment Arrangement, RSU Activity | The following table summarizes RSU activity for the period indicated:
________________________ (1)The total fair value, based on grant date fair value, of RSUs that vested during the three months ended March 31, 2021 was $25.4 million.
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The following table summarizes RSU activity for the year indicated:
________________________ (1)On May 14, 2020, certain employees were given the option to exchange options for RSUs. See “— Stock Options” above for additional information. The fair value of our common stock on the date of the modification was $12.11. There was no incremental fair value obtained based on the modification, and we continue to recognize stock-based compensation expense based on the original grant date fair value of the respective awards. (2)The total fair value, based on grant date fair value, of RSUs that vested during the years ended December 31, 2020, 2019 and 2018 was $76.3 million, $50.4 million and $8.6 million, respectively. (3)The weighted average grant date fair value of outstanding RSUs at December 31, 2020 includes the grant date fair value of modified unvested RSUs as described above in footnote (1).
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Income Taxes (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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| Income Tax Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Income before Income Tax, Domestic and Foreign | Loss before income taxes consisted of the following for the years presented:
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| Schedule of Components of Income Tax Expense (Benefit) | Income tax expense (benefit) consisted of the following for the years presented:
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| Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the expected income tax benefit at the statutory federal income tax rate to the income tax expense (benefit) at the effective income tax rate was as follows for the years presented:
___________________ (1)We modified the presentation in the current period to separately present only the change in fair value of warrants component of non-deductible expenses. The remaining non-deductible expenses are included within “other”. We reclassified amounts for the prior periods to conform to the current period presentation.
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| Schedule of Unrecognized Tax Benefits Roll Forward | A reconciliation of unrecognized tax benefits was as follows for the years presented:
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| Schedule of Deferred Tax Assets and Liabilities | The significant components of the Company’s net deferred tax liabilities were as follows as of the dates indicated:
___________________ (1)During the year ended December 31, 2020, our deferred tax liabilities increased primarily due to acquired intangible assets recognized at fair value in connection with our acquisition of Galileo in which we had no tax basis. See Note 2 for additional information. The following table details the activity of the deferred tax asset valuation allowance during the years indicated:
___________________ (1)Additions charged to other accounts for the year ended December 31, 2020 related to the increase in our valuation allowance in connection with net deferred tax assets acquired in our acquisition of 8 Limited in April 2020. See Note 2 for additional information. (2)Deductions for the year ended December 31, 2020 related to the release of our valuation allowance in connection with deferred tax liabilities acquired in our acquisition of Galileo in May 2020. See Note 2 for additional information.
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| Summary of Operating Loss Carryforwards | The following table provides information about the Company’s net operating loss carryforwards by jurisdiction as of the dates indicated:
___________________ (1)Federal net operating loss carryforwards generated in periods after December 31, 2017 are subject to an 80% limitation when used in future tax periods as a result of the Tax Cuts and Jobs Act (“TCJA”) passed in 2017. The CARES Act provided for the temporary elimination of the 80% limitation for any net operating loss utilization prior to January 1, 2021. (2)State conformity to either TCJA or the CARES Act is established by each state’s local statutes and conformity to one act does not require conformity to both acts.
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Related Parties (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2020 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Related Party Transactions [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Equity Method Investments | The following tables present summarized financial information for the entities in which we have equity method investments on an aggregated basis since the dates of acquisition:
_________________ (1)Does not reflect any amounts attributable to the residential mortgage origination joint venture, as we exited the arrangement in the third quarter of 2020.
_________________ (1)For the residential mortgage origination joint venture, reflects amounts through the third quarter of 2020, when we exited the arrangement. (2)For Apex, reflects amounts subsequent to the date on which we entered into the equity method arrangement.
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Commitments, Guarantees, Concentrations and Contingencies (Tables) |
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Dec. 31, 2020 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Commitments and Contingencies Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Lease Expenses, Supplemental Cash Flow and Balance Sheet Information | The components of lease expense and supplemental cash flow information related to our leases for the years ended December 31, 2020 and 2019 were as follows. For our office leases, we net sublease income against other lease costs shown in the below table. Furthermore, cash flow information is presented net of sublease income.
____________________ (1)Variable lease cost includes non-lease components classified as lease costs, such as common area maintenance fees, property taxes and utilities, that vary in amount for reasons other than the passage of time. We elected the practical expedient to not bifurcate the lease component from the non-lease components. (2)We entered into a sublease arrangement in July 2019, through which we earn sublease income, which offsets our lease cost related to the underlying premises. During the year ended December 31, 2020, we offered the sublessee a partial rent abatement as a result of the COVID-19 pandemic. The sublease arrangement terminates in August 2021. Supplemental balance sheet information related to our leases was as follows as of the dates presented:
____________________ (1)Finance lease ROU assets as of December 31, 2020 were presented within in the Consolidated Balance Sheets. (2)Finance lease liabilities as of December 31, 2020 were presented within in the Consolidated Balance Sheets.
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| Schedule of Lease Maturities, Finance Leases | For the periods presented, maturities of lease liabilities as of the dates indicated and a reconciliation of the total undiscounted cash flows to the lease liabilities in the Consolidated Balance Sheets were as follows in accordance with ASC 842:
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| Schedule of Lease Maturities, Operating Leases | For the periods presented, maturities of lease liabilities as of the dates indicated and a reconciliation of the total undiscounted cash flows to the lease liabilities in the Consolidated Balance Sheets were as follows in accordance with ASC 842:
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| Schedule of Other Commitments | Payments under the Naming and Sponsorship Agreement total $625.0 million beginning in 2020 and ending in 2040 and include operating lease obligations, finance lease obligations and sponsorship and advertising opportunities at the complex, which are payable during the following years indicated:
____________________ (1)Represents the contractual payments for 2021 under the Naming and Sponsorship Agreement. See “Contingencies — SoFi Stadium Contingency” below for discussion of an associated contingent matter, the outcome of which could increase payments for 2021 by up to $10,342, as the third payment associated with the contingent matter was paid in 2021.
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Earnings (Loss) Per Share (Tables) |
3 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2020 |
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| Earnings Per Share [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Earnings Per Share | The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):
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The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):
___________________ (1)In December 2020, we exercised a call and redeemed certain redeemable preferred stock, as further discussed in Note 10 and Note 14. We considered the premium paid on redemption of $52,658 to be akin to a dividend to the redeemable preferred stockholder. As such, the premium, which represented the amount paid upon redemption over the carrying value of the preferred stock (such carrying value being reduced for preferred stock issuance costs) was deducted from net loss to determine the loss available to common stockholders.
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| Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | We excluded the effect of the below elements from our calculation of diluted loss per share, as their inclusion would have been anti-dilutive. These amounts represent the number of instruments outstanding at the end of each respective period:
____________________ (1)These potential common stock elements were anti-dilutive in the periods to which they applied, as there were no earnings attributable to common stockholders. (2)For the three months ended March 31, 2021, includes 183,985 contingently issuable common stock in connection with our acquisition of 8 Limited, as further discussed in Note 2, and 735,100 contingently issuable common stock related to an adjustment to a common stock issuance in December 2020, as further discussed in Note 10.
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We excluded the effect of the below elements from our calculation of diluted EPS, as their inclusion would have been anti-dilutive. These amounts represent the number of instruments outstanding at the end of the year.
____________________ (1)For the years ended December 31, 2020, 2019 and 2018, these potential common stock elements were anti-dilutive in the periods to which they applied, as there were no earnings attributable to common stockholders. (2)For the year ended December 31, 2020, represents contingently issuable common stock in connection with our acquisition of 8 Limited. See Note 2 for additional information.
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Business Segment Information (Tables) |
3 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2021 |
Dec. 31, 2020 |
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| Segment Reporting [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Segment Reporting Information, by Segment | The following tables present financial information, including the measure of contribution profit (loss), for each reportable segment for the periods indicated. The information is derived from our internal financial reporting used for corporate management purposes. Assets are not allocated to reportable segments, as the Company’s CODM does not evaluate reportable segments using discrete asset information.
____________________ (1)Noninterest income within the Technology Platform segment for the three months ended March 31, 2021 and 2020 included $— and $997, respectively, of earnings from our equity method investment in Apex. See Note 1 under “—Equity Method Investments” for additional information. During the three months ended March 31, 2021, the five largest clients in the Technology Platform segment contributed 70% of the total net revenue within the segment, which represented 16% of our consolidated total net revenue. (2)Reflects changes in fair value inputs and assumptions, including market servicing costs, conditional prepayment and default rates and discount rates. This non-cash change, which is recorded within noninterest income in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive 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. (3)Reflects changes in fair value inputs and assumptions, including conditional prepayment and 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 Unaudited 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. The following table reconciles contribution profit (loss) to loss before income taxes for the periods presented. Expenses not allocated to reportable segments represent items that are not considered by our CODM in evaluating segment performance or allocating resources.
__________________ (1)Includes compensation, benefits, recruiting, certain occupancy-related costs and various travel costs of executive management, certain technology groups and general and administrative functions that are not directly attributable to the reportable segments. (2)Includes corporate overhead costs that are not allocated to reportable segments, such as tools and subscription costs, corporate marketing costs and professional services costs.
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The following tables present financial information, including the measure of contribution profit (loss), for each reportable segment for the years indicated. The information is derived from our internal financial reporting used for corporate management purposes. Assets are not allocated to reportable segments, as the Company’s CODM does not evaluate reportable segments using discrete asset information.
____________________ (1)Noninterest income within the Technology Platform segment included $4,442 of earnings from our equity method investment in Apex, net of an impairment charge in the fourth quarter of 2020. See Note 1 under “—Equity Method Investments” for additional information. During the year ended December 31, 2020, the five largest customers in the Technology Platform segment contributed 69% of the total net revenue within the segment, which represented 12% of our consolidated total net revenue for the period. (2)Reflects changes in fair value inputs and assumptions, including market servicing costs, conditional prepayment and default rates and discount rates. This non-cash change, which is recorded within noninterest income in the Consolidated Statements of Operations and Comprehensive Income (Loss) is unrealized during the period and, therefore, has no impact on our cash flows from operations. As such, the changes in fair value attributable to assumption changes are adjusted to provide management and financial users with better visibility into the cash flows available to finance our operations. (3)Reflects changes in fair value inputs and assumptions, including conditional prepayment and 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 Consolidated Statements of Operations and Comprehensive Income (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.
____________________ (1)Noninterest income within the Technology Platform segment consisted entirely of earnings from our equity method investment in Apex. Therefore, there were no directly attributable expenses to this reportable segment. (2)See Note (2) in the table above for the year ended December 31, 2020. (3)See Note (3) in the table above for the year ended December 31, 2020.
______________ (1)Noninterest income within the Technology Platform segment consisted entirely of earnings from our equity method investment in Apex. Therefore, there were no directly attributable expenses to this reportable segment. (2)See Note (2) in the table above for the year ended December 31, 2020. (3)See Note (3) in the table above for the year ended December 31, 2020. The following table reconciles contribution profit (loss) to loss before income taxes for the years presented. Expenses not allocated to reportable segments represent items that are not considered by our CODM in evaluating segment performance or allocating resources.
(1)Includes compensation, benefits, recruiting, certain occupancy-related costs and various travel costs of executive management, certain technology groups and general and administrative functions that are not directly attributable to the reportable segments. (2)Includes corporate overhead costs that are not allocated to reportable segments, such as tools and subscription costs, corporate marketing costs and professional services costs.
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DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) |
3 Months Ended | 6 Months Ended | |
|---|---|---|---|
|
Oct. 14, 2020
USD ($)
$ / shares
shares
|
Mar. 31, 2021
USD ($)
|
Dec. 31, 2020
USD ($)
|
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| Organization, Consolidation and Presentation of Financial Statements [Line Items] | |||
| Gross proceeds from initial public offering | $ 805,000,000 | ||
| Transaction costs | 42,659,062 | ||
| Underwriting fees | 14,000,000 | ||
| Deferred underwriting fees | 28,175,000 | ||
| Other offering costs | $ 484,062 | ||
| Redemption of shares by Public Shareholders, number of days considered | $ / shares | 2 | ||
| Minimum net tangible assets to complete business combination | $ 5,000,001 | ||
| Percentage of aggregate common shares that may not be redeemed without prior consent | 15.00% | ||
| Percentage of public shares required to be redeemed if business combination is not completed within specified period | 100.00% | ||
| Percentage of net assets held in Trust account | 80.00% | 80.00% | |
| Issued and outstanding voting securities, percentage | 50.00% | 50.00% | |
| Maximum interest earned to be used to pay dissolution expenses | $ 100,000 | ||
| Reduction in the amount of funds held in trust account (in dollars per share) | $ / shares | $ 10.00 | ||
| Cash | $ 39,940 | $ 259,714 | |
| Securities held in the trust account | $ 805,000,000 | 805,037,070 | 805,017,218 |
| Working capital | 4,412,184 | 877,327 | |
| Accumulated interest earned on marketable securities held in Trust Account | $ 37,000 | $ 17,000 | |
| Sponsor | |||
| Organization, Consolidation and Presentation of Financial Statements [Line Items] | |||
| Number of warrants issued | shares | 8,000,000 | ||
| Issue price of warrants (in dollars per share) | $ / shares | $ 2.00 | ||
| Proceeds from sale of Private Placement Warrants | $ 16,000,000 | ||
| Initial Public Offering | |||
| Organization, Consolidation and Presentation of Financial Statements [Line Items] | |||
| Units issued (in shares) | shares | 80,500,000 | ||
| Units issue price (in dollars per share) | $ / shares | $ 10.00 | ||
| Initial Public Offering | Sponsor | |||
| Organization, Consolidation and Presentation of Financial Statements [Line Items] | |||
| Number of warrants issued | shares | 20,125,000 | ||
| Private placement | Sponsor | |||
| Organization, Consolidation and Presentation of Financial Statements [Line Items] | |||
| Number of warrants issued | shares | 8,000,000 | ||
| Issue price of warrants (in dollars per share) | $ / shares | $ 2.00 | ||
| Proceeds from sale of Private Placement Warrants | $ 16,000,000 | ||
| Over-allotment option | |||
| Organization, Consolidation and Presentation of Financial Statements [Line Items] | |||
| Units issued (in shares) | shares | 10,500,000 |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS - Balance Sheet (Details) - USD ($) |
Mar. 31, 2021 |
Dec. 31, 2020 |
Oct. 14, 2020 |
Jul. 09, 2020 |
|---|---|---|---|---|
| New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
| Warrant liabilities | $ 154,406,250 | $ 99,281,250 | $ 44,156,250 | |
| Total liabilities | 187,773,749 | 127,639,700 | 72,504,111 | |
| Redeemable preferred stock | 613,043,629 | 673,438,294 | 729,204,680 | $ 0 |
| Additional paid-in capital | 121,162,126 | 60,768,065 | 5,002,237 | |
| Accumulated deficit | (116,166,052) | (55,771,393) | ||
| Total Permanent Equity | 5,000,007 | 5,000,001 | $ 0 | |
| As Previously Reported | ||||
| New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
| Warrant liabilities | 0 | 0 | ||
| Total liabilities | 28,358,450 | 28,347,861 | ||
| Redeemable preferred stock | 772,719,537 | 773,360,930 | ||
| Additional paid-in capital | 5,644,065 | 5,002,679 | ||
| Accumulated deficit | (646,393) | |||
| Total Permanent Equity | 5,000,008 | |||
| Adjustment | ||||
| New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
| Warrant liabilities | 99,281,250 | 44,156,250 | ||
| Total liabilities | 99,281,250 | 44,156,250 | ||
| Redeemable preferred stock | (99,281,243) | (44,156,250) | ||
| Additional paid-in capital | 55,124,000 | (442) | ||
| Accumulated deficit | (55,125,000) | |||
| Total Permanent Equity | (7) | |||
| Class A ordinary shares | ||||
| New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
| Common stock | $ 1,920 | 1,316 | 758 | |
| Class A ordinary shares | As Previously Reported | ||||
| New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
| Common stock | 323 | 316 | ||
| Class A ordinary shares | Adjustment | ||||
| New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
| Common stock | $ 993 | $ 442 |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS - Statement of Operations (Details) - USD ($) |
3 Months Ended | 6 Months Ended |
|---|---|---|
Mar. 31, 2021 |
Dec. 31, 2020 |
|
| New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
| Change in fair value of warrant liabilities | $ (55,125,000) | $ (55,125,000) |
| Other income (expense), net | (55,105,148) | (55,107,782) |
| Net loss | $ (60,394,659) | $ (55,771,393) |
| Basic and diluted weighted average shares outstanding, Non-redeemable ordinary shares (in shares) | 22,074,445 | |
| Basic and diluted net loss per share, Non-redeemable ordinary shares (in dollars per share) | $ (2.53) | |
| Class A ordinary shares | ||
| New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
| Weighted average shares outstanding, basic and diluted | 72,920,468 | |
| As Previously Reported | ||
| New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
| Change in fair value of warrant liabilities | $ 0 | |
| Other income (expense), net | 17,218 | |
| Net loss | $ (646,393) | |
| Basic and diluted weighted average shares outstanding, Non-redeemable ordinary shares (in shares) | 20,095,027 | |
| Basic and diluted net loss per share, Non-redeemable ordinary shares (in dollars per share) | $ (0.03) | |
| As Previously Reported | Class A ordinary shares | ||
| New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
| Weighted average shares outstanding, basic and diluted | 77,306,600 | |
| Adjustment | ||
| New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
| Change in fair value of warrant liabilities | $ (55,125,000) | |
| Other income (expense), net | (55,125,000) | |
| Net loss | $ (55,125,000) | |
| Basic and diluted weighted average shares outstanding, Non-redeemable ordinary shares (in shares) | 1,979,418 | |
| Basic and diluted net loss per share, Non-redeemable ordinary shares (in dollars per share) | $ (2.50) | |
| Adjustment | Class A ordinary shares | ||
| New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
| Weighted average shares outstanding, basic and diluted | (4,386,132) |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS - Cash Flows Restatement (Details) - USD ($) |
3 Months Ended | 6 Months Ended |
|---|---|---|
Mar. 31, 2021 |
Dec. 31, 2020 |
|
| Cash Flows from Operating Activities: | ||
| Net income | $ (60,394,659) | $ (55,771,393) |
| Change in fair value of warrant liabilities | $ 55,125,000 | 55,125,000 |
| Non-Cash Investing and Financing Activities: | ||
| Initial measurement of warrants issued in connection with initial public offering accounted for as liabilities | 44,156,250 | |
| As Previously Reported | ||
| Cash Flows from Operating Activities: | ||
| Net income | (646,393) | |
| Change in fair value of warrant liabilities | 0 | |
| Non-Cash Investing and Financing Activities: | ||
| Initial measurement of warrants issued in connection with initial public offering accounted for as liabilities | 0 | |
| Adjustment | ||
| Cash Flows from Operating Activities: | ||
| Net income | (55,125,000) | |
| Change in fair value of warrant liabilities | 55,125,000 | |
| Non-Cash Investing and Financing Activities: | ||
| Initial measurement of warrants issued in connection with initial public offering accounted for as liabilities | $ 44,156,250 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) - USD ($) |
3 Months Ended | 6 Months Ended | ||
|---|---|---|---|---|
Mar. 31, 2021 |
Dec. 31, 2020 |
Oct. 14, 2020 |
Jul. 10, 2020 |
|
| Accounting Policies [Line Items] | ||||
| Underwriting discounts and offering costs | $ 42,659,062 | $ 42,659,062 | ||
| Class A Ordinary shares subject to possible redemption (in shares) | 67,342,389 | |||
| Income tax expense (benefit) | $ 0 | |||
| Class A ordinary shares | ||||
| Accounting Policies [Line Items] | ||||
| Class A Ordinary shares subject to possible redemption (in shares) | 80,500,000 | 80,500,000 | ||
| Warrant Liability | ||||
| Accounting Policies [Line Items] | ||||
| Warrant liabilities | $ 99,281,250 | $ 44,156,250 | $ 0 | |
| Sponsor | ||||
| Accounting Policies [Line Items] | ||||
| Effect of shares subject to forfeiture reduced from the weighted average shares outstanding (in shares) | 28,125,000 | |||
| Concentrations of credit risk | ||||
| Accounting Policies [Line Items] | ||||
| Cash amount | $ 250,000 | $ 250,000 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Earnings Per Share (Details) - USD ($) |
3 Months Ended | 6 Months Ended |
|---|---|---|
Mar. 31, 2021 |
Dec. 31, 2020 |
|
| Accounting Policies [Abstract] | ||
| Interest earned on marketable securities held in Trust Account | $ 15,117 | $ 14,405 |
| Net income allocable to Class A ordinary shares subject to possible redemption | $ 15,117 | $ 14,405 |
| Basic weighted average shares outstanding, Class A ordinary shares subject to possible redemption (in shares) | 67,342,389 | 72,920,468 |
| Diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption (in shares) | 67,342,389 | 72,920,468 |
| Diluted net income per share, Class A ordinary shares subject to possible redemption (in dollars per share) | $ 0 | $ 0.00 |
| Basic net income per share, Class A ordinary shares subject to possible redemption (in dollars per share) | $ 0 | $ 0.00 |
| Net loss | $ (60,394,659) | $ (55,771,393) |
| Less: Net income allocable to Class A ordinary shares subject to possible redemption | 15,117 | 14,405 |
| Non-redeemable net loss | $ (60,409,776) | $ (55,785,798) |
| Basic weighted average shares outstanding, Non-redeemable ordinary shares (in shares) | 33,282,611 | 22,074,445 |
| Diluted weighted average shares outstanding, Non-redeemable ordinary shares (in shares) | 33,282,611 | 22,074,445 |
| Basic net loss per share, Non-redeemable ordinary shares (in dollars per share) | $ (1.82) | $ (2.53) |
| Diluted net loss per share, Non-redeemable ordinary shares (in dollars per share) | $ (1.82) | $ (2.53) |
INITIAL PUBLIC OFFERING (Details) |
Oct. 14, 2020
$ / shares
shares
|
|---|---|
| Initial Public Offering | |
| Initial Public Offering, Disclosure [Line Items] | |
| Units issued (in shares) | 80,500,000 |
| Units issue price (in dollars per share) | $ / shares | $ 10.00 |
| Number of public warrants that each unit consists (in shares) | $ / shares | 0.25 |
| Initial Public Offering | Class A ordinary shares | |
| Initial Public Offering, Disclosure [Line Items] | |
| Number of common stocks included in each unit | 1 |
| Number of shares called for by each public warrant (in shares) | 1 |
| Exercise price of warrants (in dollars per share) | $ / shares | $ 11.50 |
| Over-allotment option | |
| Initial Public Offering, Disclosure [Line Items] | |
| Units issued (in shares) | 10,500,000 |
PRIVATE PLACEMENT (Details) |
Oct. 14, 2020
USD ($)
$ / shares
shares
|
|---|---|
| Sponsor | |
| Private Placement, Disclosure [Line Items] | |
| Number of warrants issued | shares | 8,000,000 |
| Issue price of warrants (in dollars per share) | $ / shares | $ 2.00 |
| Aggregate purchase price | $ | $ 16,000,000 |
| Private placement | Class A ordinary shares | |
| Private Placement, Disclosure [Line Items] | |
| Number of shares called for by each public warrant (in shares) | shares | 1 |
| Exercise price of warrants (in dollars per share) | $ / shares | $ 11.50 |
| Private placement | Sponsor | |
| Private Placement, Disclosure [Line Items] | |
| Number of warrants issued | shares | 8,000,000 |
| Issue price of warrants (in dollars per share) | $ / shares | $ 2.00 |
| Aggregate purchase price | $ | $ 16,000,000 |
RELATED PARTY TRANSACTIONS (Details) - USD ($) |
3 Months Ended | 6 Months Ended | ||||||
|---|---|---|---|---|---|---|---|---|
Oct. 14, 2020 |
Oct. 08, 2020 |
Sep. 17, 2020 |
Jul. 16, 2020 |
Mar. 31, 2021 |
Dec. 31, 2020 |
Jan. 11, 2021 |
Nov. 13, 2020 |
|
| Affiliated Entity | ||||||||
| Related Party Transaction [Line Items] | ||||||||
| Sponsor for monthly fee | $ 10,000 | $ 10,000 | ||||||
| Accrued fees and services | 30,000 | 25,000 | ||||||
| Affiliated Entity | Accrued Expenses | ||||||||
| Related Party Transaction [Line Items] | ||||||||
| Accrued fees and services | $ 55,000 | $ 25,000 | ||||||
| Sponsor | ||||||||
| Related Party Transaction [Line Items] | ||||||||
| Face amount | $ 25,000 | |||||||
| Units issued (in shares) | 2,875,000 | |||||||
| Number of shares issued to sponsor cancelled (in shares) | 1 | |||||||
| Number of shares held by sponsor | 20,125,000 | 18,687,500 | ||||||
| Number of shares held by sponsor subject to forfeiture | 2,625,000 | |||||||
| Percentage of issued and outstanding shares after the Initial Public Offering held by the sponsor | 20.00% | |||||||
| Related Party Loans | ||||||||
| Related Party Transaction [Line Items] | ||||||||
| Price of warrants (in dollars per share) | $ 2.00 | $ 2.00 | ||||||
| Related Party Loans | Maximum | ||||||||
| Related Party Transaction [Line Items] | ||||||||
| Loans convertible into warrants | $ 2,500,000 | $ 2,500,000 | ||||||
| Initial Public Offering | ||||||||
| Related Party Transaction [Line Items] | ||||||||
| Units issued (in shares) | 80,500,000 | |||||||
| Initial Public Offering | Sponsor | ||||||||
| Related Party Transaction [Line Items] | ||||||||
| Services fee | 40,705 | $ 5,000 | ||||||
| Notes Payable, Other Payables | IPO Promissory Note | Affiliated Entity | ||||||||
| Related Party Transaction [Line Items] | ||||||||
| Face amount | $ 400,000 | $ 300,000 | ||||||
| Outstanding balance | $ 400,000 | |||||||
| Notes Payable, Other Payables | Promissory Note | Affiliated Entity | ||||||||
| Related Party Transaction [Line Items] | ||||||||
| Face amount | $ 2,500,000 | |||||||
| Outstanding balance | $ 1,415,000 | |||||||
| Class A ordinary shares | Restricted stock units | ||||||||
| Related Party Transaction [Line Items] | ||||||||
| Number of shares authorized for issuance (in shares) | 100,000 | |||||||
| Class A ordinary shares | Sponsor | ||||||||
| Related Party Transaction [Line Items] | ||||||||
| Sale of stock, price per share (in dollars per share) | $ 12.00 |
COMMITMENTS (Details) - USD ($) $ / shares in Units, shares in Millions |
3 Months Ended | 6 Months Ended | |
|---|---|---|---|
Jan. 07, 2021 |
Mar. 31, 2021 |
Dec. 31, 2020 |
|
| Commitments and Contingencies Disclosure [Abstract] | |||
| Deferred underwriting fees (in dollars per share) | $ 0.35 | $ 0.35 | |
| Deferred underwriting fees | $ 28,175,000 | $ 28,175,000 | |
| Percentage of non-deferred underwriting commission, agreed to be reimbursed | 10.00% | 10.00% | |
| Non-deferred underwriting commission paid upon the closing of the Initial Public Offering | $ 1,400,000 | $ 1,400,000 | |
| Percentage of deferred underwriting commission, agreed to be reimbursed | 20.00% | 20.00% | |
| Deferred underwriting commission paid upon the closing of the Business Combination | $ 5,635,000 | $ 5,635,000 | |
| Plutus Merger Sub Inc. | |||
| Business Acquisition [Line Items] | |||
| Common stock, par value (in dollars per share) | $ 0.0001 | ||
| Purchase consideration | $ 6,569,840,376 | ||
| Sale of stock, price per share (in dollars per share) | $ 10.00 | ||
| Number of shares issued to stockholder (in shares) | 122.5 | ||
| Aggregate purchase price | $ 1,225,000,000.0 |
SHAREHOLDERS' EQUITY, PERMANENT EQUITY AND TEMPORARY EQUITY (Details) |
3 Months Ended | 6 Months Ended | |
|---|---|---|---|
|
Mar. 31, 2021
Vote
$ / shares
shares
|
Dec. 31, 2020
Vote
$ / shares
shares
|
Nov. 13, 2020
shares
|
|
| Class of Stock [Line Items] | |||
| Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 | |
| Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |
| Preferred stock, shares issued (in shares) | 0 | 0 | |
| Preferred stock, shares outstanding (in shares) | 0 | 0 | |
| Warrants exercisable term from the completion of business combination | 30 days | 30 days | |
| Warrants exercisable term from the closing of the public offering | 12 months | 12 months | |
| Warrants expiration term | 5 years | 5 years | |
| Warrants exercisable for cash | 0 | 0 | |
| Threshold period for filling registration statement after business combination | 15 days | 15 days | |
| Threshold period for filling registration statement within number of days of business combination | 60 days | 60 days | |
| Stock price trigger for redemption of public warrants (in dollars per share) | $ / shares | $ 18.00 | $ 18.00 | |
| Closing price of share for threshold consecutive trading days | 30 days | 30 days | |
| Fair value of Series H preferred stock (in dollars per share) | $ / shares | $ 9.20 | $ 9.20 | |
| Percentage of gross proceeds on total equity proceeds | 60.00% | 60.00% | |
| Adjustment of exercise price of warrants based on market value (as a percent) | 115.00% | 115.00% | |
| Percentage of adjustment of redemption price of stock based on market value. | 180.00% | 180.00% | |
| Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 30 days | ||
| Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 | |||
| Class of Stock [Line Items] | |||
| Redemption price per warrant | $ / shares | $ 0.01 | $ 0.01 | |
| Closing price of share for threshold trading days | 20 days | 20 days | |
| Minimum threshold written notice period for redemption of public warrants | 30 days | 30 days | |
| Fair value of Series H preferred stock (in dollars per share) | $ / shares | $ 18.00 | $ 18.00 | |
| Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 | |||
| Class of Stock [Line Items] | |||
| Redemption price per warrant | $ / shares | 0.10 | 0.10 | |
| Stock price trigger for redemption of public warrants (in dollars per share) | $ / shares | $ 10.00 | $ 10.00 | |
| Minimum threshold written notice period for redemption of public warrants | 30 days | 30 days | |
| Fair value of Series H preferred stock (in dollars per share) | $ / shares | $ 10.00 | $ 10.00 | |
| Class A ordinary shares | |||
| Class of Stock [Line Items] | |||
| Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 | |
| Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |
| Voting rights of common stock per share | Vote | 1 | 1 | |
| Common stock, shares issued (in shares) | 19,198,460 | 13,157,611 | |
| Common stock, shares outstanding (in shares) | 19,198,460 | 13,157,611 | |
| Maximum shares subject to forfeiture (in shares) | 61,301,540 | 67,342,389 | |
| Class A ordinary shares | Restricted stock units | |||
| Class of Stock [Line Items] | |||
| Number of shares authorized for issuance (in shares) | 100,000 | ||
| Class A ordinary shares | Over-allotment option | |||
| Class of Stock [Line Items] | |||
| Maximum shares subject to forfeiture (in shares) | 67,342,389 | ||
| Class B ordinary shares | |||
| Class of Stock [Line Items] | |||
| Common stock, shares authorized (in shares) | 50,000,000 | 50,000,000 | |
| Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |
| Voting rights of common stock per share | Vote | 1 | ||
| Common stock, shares issued (in shares) | 20,125,000 | 20,125,000 | |
| Common stock, shares outstanding (in shares) | 20,125,000 | 20,125,000 | |
| Ordinary shares issued and outstanding, percentage | 20.00% | 20.00% | |
| Class B ordinary shares | Over-allotment option | |||
| Class of Stock [Line Items] | |||
| Maximum shares subject to forfeiture (in shares) | 61,301,540 | 67,342,389 |
WARRANTS (Details) - $ / shares |
3 Months Ended | 6 Months Ended |
|---|---|---|
Mar. 31, 2021 |
Dec. 31, 2020 |
|
| Class of Warrant or Right [Line Items] | ||
| Closing price of share for threshold consecutive trading days | 30 days | 30 days |
| Fair value of Series H preferred stock (in dollars per share) | $ 9.20 | $ 9.20 |
| Stock price trigger for redemption of public warrants (in dollars per share) | $ 18.00 | $ 18.00 |
| Percentage of gross proceeds on total equity proceeds | 60.00% | 60.00% |
| Adjustment of exercise price of warrants based on market value (as a percent) | 115.00% | 115.00% |
| Percentage of adjustment of redemption price of stock based on market value. | 180.00% | 180.00% |
| Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 30 days | |
| Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 | ||
| Class of Warrant or Right [Line Items] | ||
| Redemption price per warrant | $ 0.01 | $ 0.01 |
| Closing price of share for threshold trading days | 20 days | 20 days |
| Minimum threshold written notice period for redemption of public warrants | 30 days | 30 days |
| Fair value of Series H preferred stock (in dollars per share) | $ 18.00 | $ 18.00 |
| Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 | ||
| Class of Warrant or Right [Line Items] | ||
| Redemption price per warrant | $ 0.10 | $ 0.10 |
| Minimum threshold written notice period for redemption of public warrants | 30 days | 30 days |
| Fair value of Series H preferred stock (in dollars per share) | $ 10.00 | $ 10.00 |
| Stock price trigger for redemption of public warrants (in dollars per share) | $ 10.00 | $ 10.00 |
FAIR VALUE MEASUREMENTS - Assets and Liabilities Measured on Recurring Basis (Details) - Fair Value, Recurring - USD ($) |
Mar. 31, 2021 |
Dec. 31, 2020 |
|---|---|---|
| Level 1 | ||
| Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
| Marketable securities held in Trust Account | $ 805,037,070 | $ 805,017,218 |
| Private Placement Warrants | 28,240,000 | |
| Public Warrants | 110,486,250 | 71,041,250 |
| Level 2 | ||
| Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
| Private Placement Warrants | $ 43,920,000 | $ 28,240,000 |
FAIR VALUE MEASUREMENTS - Narrative (Details) |
Oct. 14, 2020
USD ($)
$ / shares
|
Mar. 31, 2021
$ / shares
|
Dec. 31, 2020
USD ($)
$ / shares
|
Jul. 10, 2020
USD ($)
|
|---|---|---|---|---|
| Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
| Redemption value (in dollars per share) | $ 18.00 | |||
| Fair value of Series H preferred stock (in dollars per share) | $ 9.20 | 9.20 | ||
| IPOE.WS | ||||
| Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
| Fair value of Series H preferred stock (in dollars per share) | $ 3.53 | |||
| Warrant Liability | ||||
| Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
| Warrant liabilities | $ | $ 44,156,250 | $ 99,281,250 | $ 0 | |
| Initial Public Offering | ||||
| Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
| Number of public warrants that each unit consists (in shares) | 0.25 | |||
| Warrant price (in dollars per warrant) | $ 1.57 | |||
| Initial Public Offering | Warrant Liability | ||||
| Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
| Warrant liabilities | $ | $ 31,596,250 | 71,041,250 | 0 | |
| Private placement | ||||
| Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
| Warrant price (in dollars per warrant) | $ 1.57 | |||
| Private placement | Warrant Liability | ||||
| Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
| Warrant liabilities | $ | $ 12,560,000 | $ 28,240,000 | $ 0 |
FAIR VALUE MEASUREMENTS - Valuation Inputs for Warrant Liability (Details) |
Mar. 31, 2021
$ / shares
|
Dec. 31, 2020
$ / shares
|
Oct. 14, 2020
$ / shares
|
|---|---|---|---|
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
| Warrants expected term | 5 years | 5 years | |
| Fair value of common stock (in dollars per share) | $ 9.20 | $ 9.20 | |
| Warrant | |||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
| Exercise price of warrants (in dollars per share) | $ 11.50 | ||
| Fair value of common stock (in dollars per share) | $ 10.60 | ||
| Risk-free interest rate | Warrant | |||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
| Warrant liability, measurement input | 0.004 | ||
| Expected term (years) | Warrant | |||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
| Warrants expected term | 1 year | ||
| Expected volatility | Warrant | |||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
| Warrant liability, measurement input | 0.200 |
FAIR VALUE MEASUREMENTS - Warrant Liability (Details) - Warrant Liability |
3 Months Ended |
|---|---|
|
Dec. 31, 2020
USD ($)
| |
| Residual Interests Classified as Debt | |
| Beginning balance | $ 44,156,250 |
| Change in valuation inputs or other assumptions | 55,125,000 |
| Ending balance | 99,281,250 |
| Private placement | |
| Residual Interests Classified as Debt | |
| Beginning balance | 12,560,000 |
| Change in valuation inputs or other assumptions | 15,680,000 |
| Ending balance | 28,240,000 |
| Initial Public Offering | |
| Residual Interests Classified as Debt | |
| Beginning balance | 31,596,250 |
| Change in valuation inputs or other assumptions | 39,445,000 |
| Ending balance | $ 71,041,250 |
SUBSEQUENT EVENTS (Details) - USD ($) $ / shares in Units, shares in Millions |
Jan. 07, 2021 |
Jan. 11, 2021 |
Oct. 14, 2020 |
Sep. 17, 2020 |
Jul. 16, 2020 |
|---|---|---|---|---|---|
| IPO Promissory Note | Affiliated Entity | Notes Payable, Other Payables | |||||
| SUBSEQUENT EVENTS | |||||
| Face amount | $ 400,000 | $ 300,000 | |||
| Outstanding balance | $ 400,000 | ||||
| Plutus Merger Sub Inc. | |||||
| SUBSEQUENT EVENTS | |||||
| Common stock, par value (in dollars per share) | $ 0.0001 | ||||
| Purchase consideration | $ 6,569,840,376 | ||||
| Sale of stock, price per share (in dollars per share) | $ 10.00 | ||||
| Number of shares issued to stockholder (in shares) | 122.5 | ||||
| Aggregate purchase price | $ 1,225,000,000.0 | ||||
| Subsequent Event | IPO Promissory Note | Affiliated Entity | Notes Payable, Other Payables | |||||
| SUBSEQUENT EVENTS | |||||
| Face amount | $ 2,500,000 | ||||
| Outstanding balance | $ 1,415,000 | ||||
| Subsequent Event | Plutus Merger Sub Inc. | |||||
| SUBSEQUENT EVENTS | |||||
| Common stock, par value (in dollars per share) | $ 0.0001 | ||||
| Purchase consideration | $ 6,569,840,376 | ||||
| Sale of stock, price per share (in dollars per share) | $ 10.00 | ||||
| Number of shares issued to stockholder (in shares) | 122.5 | ||||
| Aggregate purchase price | $ 1,225,000,000.0 |
Organization, Summary of Significant Accounting Policies and New Accounting Standards - Consolidation of VIEs (Details) - Social Finance, Inc. - entity |
Mar. 31, 2021 |
Dec. 31, 2020 |
Dec. 31, 2019 |
|---|---|---|---|
| Organization, Consolidation and Presentation of Financial Statements [Line Items] | |||
| Number of consolidated VIEs | 15 | 15 | 18 |
| Number of consolidated VIEs without securitization of debt | 2 | 1 | 1 |
| VIE ownership interest threshold to determine significant interest | 10.00% |
Organization, Summary of Significant Accounting Policies and New Accounting Standards - Loans Measured at Amortized Cost (Details) - Social Finance, Inc. - USD ($) $ in Thousands |
Mar. 31, 2021 |
Dec. 31, 2020 |
Dec. 31, 2019 |
|||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Financing Receivable, Past Due [Line Items] | ||||||||||||||
| Principal balance loans receivable | $ 4,486,828 | [1],[2] | $ 4,879,303 | [1],[2],[3],[4] | $ 5,387,958 | [3],[4] | ||||||||
| Commercial loans | ||||||||||||||
| Financing Receivable, Past Due [Line Items] | ||||||||||||||
| Principal balance loans receivable | 16,500 | |||||||||||||
| Accumulated interest | 12 | |||||||||||||
| Credit card loans | Credit card loans | ||||||||||||||
| Financing Receivable, Past Due [Line Items] | ||||||||||||||
| Principal balance loans receivable | 14,224 | 3,723 | $ 0 | |||||||||||
| Accumulated interest | 49 | 2 | ||||||||||||
| Credit card loans | Credit card loans | Total Loans | ||||||||||||||
| Financing Receivable, Past Due [Line Items] | ||||||||||||||
| Total loans | 14,346 | 3,940 | ||||||||||||
| Credit card loans | Credit card loans | Current | ||||||||||||||
| Financing Receivable, Past Due [Line Items] | ||||||||||||||
| Total loans | 14,136 | 3,864 | ||||||||||||
| Credit card loans | Credit card loans | 30–59 Days | ||||||||||||||
| Financing Receivable, Past Due [Line Items] | ||||||||||||||
| Total loans | 169 | 74 | ||||||||||||
| Credit card loans | Credit card loans | 60–89 Days | ||||||||||||||
| Financing Receivable, Past Due [Line Items] | ||||||||||||||
| Total loans | 39 | 2 | ||||||||||||
| Credit card loans | Credit card loans | ≥ 90 Days | ||||||||||||||
| Financing Receivable, Past Due [Line Items] | ||||||||||||||
| Principal balance loans receivable | 0 | |||||||||||||
| Total loans | 2 | 0 | ||||||||||||
| Credit card loans | Credit card loans | Total Delinquent Loans | ||||||||||||||
| Financing Receivable, Past Due [Line Items] | ||||||||||||||
| Total loans | $ 210 | $ 76 | ||||||||||||
| ||||||||||||||
Organization, Summary of Significant Accounting Policies and New Accounting Standards - Allowance for Credit Losses (Details) - Social Finance, Inc. $ in Thousands |
12 Months Ended | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Dec. 31, 2020
USD ($)
riskCategory
|
Mar. 31, 2021
USD ($)
|
Dec. 31, 2019
USD ($)
|
||||||||||||
| Organization, Consolidation and Presentation of Financial Statements [Line Items] | ||||||||||||||
| Principal balance loans receivable | $ 4,879,303 | [1],[2],[3],[4] | $ 4,486,828 | [2],[3] | $ 5,387,958 | [1],[4] | ||||||||
| Number of financial risk tier categories used | riskCategory | 10 | |||||||||||||
| Margin receivable | ||||||||||||||
| Organization, Consolidation and Presentation of Financial Statements [Line Items] | ||||||||||||||
| Principal balance loans receivable | $ 1,600 | 1,700 | ||||||||||||
| Credit card loans | Credit card loans | ||||||||||||||
| Organization, Consolidation and Presentation of Financial Statements [Line Items] | ||||||||||||||
| Principal balance loans receivable | 3,723 | 14,224 | $ 0 | |||||||||||
| Financing receivable, allowance for credit loss | $ 219 | $ 171 | ||||||||||||
| ||||||||||||||
Organization, Summary of Significant Accounting Policies and New Accounting Standards - Servicing Rights (Details) - class |
3 Months Ended | 12 Months Ended |
|---|---|---|
Mar. 31, 2021 |
Dec. 31, 2020 |
|
| Social Finance, Inc. | ||
| Organization, Consolidation and Presentation of Financial Statements [Line Items] | ||
| Number of classes of servicing assets | 3 | 3 |
Organization, Summary of Significant Accounting Policies and New Accounting Standards - Equity Method Investments (Details) - Social Finance, Inc. - USD ($) $ in Thousands |
1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
|---|---|---|---|---|---|---|---|---|
Jan. 31, 2021 |
Dec. 31, 2018 |
Mar. 31, 2021 |
Dec. 31, 2020 |
Mar. 31, 2020 |
Dec. 31, 2020 |
Dec. 31, 2019 |
Dec. 31, 2018 |
|
| Organization, Consolidation and Presentation of Financial Statements [Line Items] | ||||||||
| Income (loss) from equity method investments | $ 0 | $ 1,002 | $ 4,314 | $ 869 | $ (50) | |||
| Weighted Average Useful Life (Years) | 6 years 8 months 12 days | 8 years 10 months 24 days | ||||||
| Equity method investments | 0 | $ 107,534 | $ 107,534 | $ 104,049 | ||||
| Apex Clearing Holdings, LLC | ||||||||
| Organization, Consolidation and Presentation of Financial Statements [Line Items] | ||||||||
| Equity method investment, ownership percentage | 16.70% | 16.70% | ||||||
| Consideration transferred acquisition of equity method investment | $ 100,000 | 145 | 145 | |||||
| Income (loss) from equity method investments | 997 | 4,442 | 795 | $ 117 | ||||
| Equity method investment, difference between carrying amount and underlying equity | 76,305 | 76,305 | ||||||
| Equity method investment impairment | $ 4,340 | 0 | 0 | |||||
| Aggregate purchase price | 100,000 | |||||||
| Proceeds from equity method investments | $ 107,534 | |||||||
| Equity method investment, additional consideration transferred per day | $ 27 | |||||||
| Equity method investments | 0 | 102,946 | ||||||
| Acquisition related cost capitalized | 1,633 | |||||||
| Proceeds from equity method investment, distribution | $ 0 | $ 0 | $ 0 | 0 | $ 0 | |||
| Apex Clearing Holdings, LLC | Subsequent Event | ||||||||
| Organization, Consolidation and Presentation of Financial Statements [Line Items] | ||||||||
| Proceeds from equity method investments | $ 107,534 | |||||||
| Apex Clearing Holdings, LLC | Minimum | ||||||||
| Organization, Consolidation and Presentation of Financial Statements [Line Items] | ||||||||
| Weighted Average Useful Life (Years) | 3 years | |||||||
| Apex Clearing Holdings, LLC | Maximum | ||||||||
| Organization, Consolidation and Presentation of Financial Statements [Line Items] | ||||||||
| Weighted Average Useful Life (Years) | 9 years | |||||||
| Residential mortgage origination | ||||||||
| Organization, Consolidation and Presentation of Financial Statements [Line Items] | ||||||||
| Equity method investments | $ 1,103 | |||||||
| Proceeds from equity method investment, distribution | $ 974 | |||||||
Organization, Summary of Significant Accounting Policies and New Accounting Standards - Property, Equipment, Software and Leases (Details) - USD ($) |
3 Months Ended | 12 Months Ended | |||
|---|---|---|---|---|---|
Mar. 31, 2021 |
Mar. 31, 2020 |
Dec. 31, 2020 |
Dec. 31, 2019 |
Dec. 31, 2018 |
|
| Property, Plant and Equipment [Line Items] | |||||
| Finance lease ROU assets, carrying value | $ 14,381,000 | ||||
| Asset impairment charges | 0 | $ 0 | $ 0 | ||
| Social Finance, Inc. | |||||
| Property, Plant and Equipment [Line Items] | |||||
| Property, plant and equipment, gross balance | 78,013,000 | ||||
| Property, plant and equipment, accumulated depreciation | (18,460,000) | ||||
| Property, plant and equipment, carrying value | 59,553,000 | ||||
| Finance lease ROU assets, gross balance | 15,100,000 | ||||
| Finance lease ROU assets, accumulated amortization | (719,000) | ||||
| Finance lease ROU assets, carrying value | 14,381,000 | ||||
| Total property, plant and equipment including finance leases, gross balance | 120,003,000 | ||||
| Total property, plant and equipment including finance leases, accumulated depreciation/amortization | (38,514,000) | ||||
| Total property, plant and equipment including finance leases, carrying value | $ 82,825,000 | 81,489,000 | 59,553,000 | ||
| Depreciation and amortization | $ 25,977,000 | $ 4,715,000 | 69,832,000 | 15,955,000 | 10,912,000 |
| Social Finance, Inc. | Computer hardware | |||||
| Property, Plant and Equipment [Line Items] | |||||
| Property, plant and equipment, gross balance | 13,494,000 | 6,518,000 | |||
| Property, plant and equipment, accumulated depreciation | (6,037,000) | (3,052,000) | |||
| Property, plant and equipment, carrying value | 7,457,000 | 3,466,000 | |||
| Social Finance, Inc. | Leasehold improvements | |||||
| Property, Plant and Equipment [Line Items] | |||||
| Property, plant and equipment, gross balance | 36,725,000 | 35,571,000 | |||
| Property, plant and equipment, accumulated depreciation | (7,920,000) | (3,923,000) | |||
| Property, plant and equipment, carrying value | 28,805,000 | 31,648,000 | |||
| Social Finance, Inc. | Furniture and fixtures | |||||
| Property, Plant and Equipment [Line Items] | |||||
| Property, plant and equipment, gross balance | 12,361,000 | 9,736,000 | |||
| Property, plant and equipment, accumulated depreciation | (5,251,000) | (3,134,000) | |||
| Property, plant and equipment, carrying value | 7,110,000 | 6,602,000 | |||
| Social Finance, Inc. | Software | |||||
| Property, Plant and Equipment [Line Items] | |||||
| Property, plant and equipment, gross balance | 42,323,000 | 26,188,000 | |||
| Property, plant and equipment, accumulated depreciation | (18,587,000) | (8,351,000) | |||
| Property, plant and equipment, carrying value | 23,736,000 | 17,837,000 | |||
| Abandonment costs | $ 0 | 2,137,000 | 0 | ||
| Social Finance, Inc. | Finance lease ROU assets | |||||
| Property, Plant and Equipment [Line Items] | |||||
| Right of use asset estimated useful life | 7 years | ||||
| Social Finance, Inc. | Property, Plant, Equipment and Finance Lease ROU Assets | |||||
| Property, Plant and Equipment [Line Items] | |||||
| Depreciation and amortization | $ 20,097,000 | $ 12,947,000 | $ 7,609,000 | ||
| Minimum | Social Finance, Inc. | |||||
| Property, Plant and Equipment [Line Items] | |||||
| Property, plant and equipment, useful life | 2 years 6 months | ||||
| Maximum | Social Finance, Inc. | |||||
| Property, Plant and Equipment [Line Items] | |||||
| Property, plant and equipment, useful life | 7 years | ||||
Organization, Summary of Significant Accounting Policies and New Accounting Standards - Derivative Financial Instruments (Details) - Social Finance, Inc. - USD ($) |
3 Months Ended | 12 Months Ended | |||
|---|---|---|---|---|---|
Mar. 31, 2021 |
Mar. 31, 2020 |
Dec. 31, 2020 |
Dec. 31, 2019 |
Dec. 31, 2018 |
|
| Organization, Consolidation and Presentation of Financial Statements [Line Items] | |||||
| Gross derivative liabilities netted against assets | $ 0 | $ 0 | $ 145,000 | ||
| Derivative assets | 7,505,000 | 0 | 960,000 | ||
| Derivative liability | 2,955,000 | 396,000 | |||
| Restricted cash and cash equivalents | |||||
| Organization, Consolidation and Presentation of Financial Statements [Line Items] | |||||
| Cash collateral included in restricted cash and restricted cash equivalents | 0 | 1,746,000 | 379,000 | ||
| Not designated as hedging instrument | Non-interest income, loan originations and sales | |||||
| Organization, Consolidation and Presentation of Financial Statements [Line Items] | |||||
| (Loss) gain on derivative, net | (40,299,000) | (23,887,000) | $ 38,205,000 | ||
| Not designated as hedging instrument | Non-interest income, loan originations and sales | Credit risk contract | |||||
| Organization, Consolidation and Presentation of Financial Statements [Line Items] | |||||
| Gain on derivative | $ 22,487,000 | 22,269,000 | |||
| Not designated as hedging instrument | Non-interest income, loan originations and sales | Non-Securitization Investments | |||||
| Organization, Consolidation and Presentation of Financial Statements [Line Items] | |||||
| (Loss) gain on derivative, net | 27,569,000 | (24,981,000) | |||
| Not designated as hedging instrument | Non-interest income, other operating income | |||||
| Organization, Consolidation and Presentation of Financial Statements [Line Items] | |||||
| (Loss) gain on derivative, net | $ 0 | $ 996,000 | |||
| Not designated as hedging instrument | Non-interest income, other operating income | Non-Securitization Investments | |||||
| Organization, Consolidation and Presentation of Financial Statements [Line Items] | |||||
| (Loss) gain on derivative, net | $ 996,000 | $ (1,151,000) | $ 0 | ||
Organization, Summary of Significant Accounting Policies and New Accounting Standards - Technology Platform Fees (Details) - Social Finance, Inc. |
3 Months Ended | 12 Months Ended | |||
|---|---|---|---|---|---|
|
Mar. 31, 2021
USD ($)
|
Mar. 31, 2020
USD ($)
|
Dec. 31, 2020
USD ($)
performanceObligation
|
Dec. 31, 2019
USD ($)
|
Dec. 31, 2018
USD ($)
|
|
| Organization, Consolidation and Presentation of Financial Statements [Line Items] | |||||
| Deferred revenue | $ 2,635,000 | $ 2,520,000 | $ 0 | ||
| Deferred revenue, amount recognized | 156,000 | 342,000 | |||
| Capitalized sales commission | 546,000 | 527,000 | |||
| Sales commissions and fees | 809,000 | 1,659,000 | |||
| Amortization of deferred sales commissions | 64,000 | 185,000 | |||
| Total revenue from contracts with customers | 54,227,000 | $ 2,118,000 | 103,331,000 | 4,520,000 | $ 823,000 |
| Lending | |||||
| Organization, Consolidation and Presentation of Financial Statements [Line Items] | |||||
| Total revenue from contracts with customers | 0 | 0 | 0 | 0 | 0 |
| Financial Services | |||||
| Organization, Consolidation and Presentation of Financial Statements [Line Items] | |||||
| Total revenue from contracts with customers | 8,126,000 | 2,118,000 | 12,036,000 | 4,520,000 | 823,000 |
| Technology Platform | |||||
| Organization, Consolidation and Presentation of Financial Statements [Line Items] | |||||
| Total revenue from contracts with customers | 46,101,000 | 0 | $ 91,295,000 | 0 | 0 |
| Referrals | |||||
| Organization, Consolidation and Presentation of Financial Statements [Line Items] | |||||
| Probability assigned to transaction price | 100.00% | ||||
| Total revenue from contracts with customers | 2,254,000 | 1,589,000 | $ 5,889,000 | 3,652,000 | 680,000 |
| Referrals | Financial Services | |||||
| Organization, Consolidation and Presentation of Financial Statements [Line Items] | |||||
| Total revenue from contracts with customers | 2,254,000 | 1,589,000 | $ 5,889,000 | 3,652,000 | 680,000 |
| Brokerage | |||||
| Organization, Consolidation and Presentation of Financial Statements [Line Items] | |||||
| Probability assigned to transaction price | 100.00% | ||||
| Total revenue from contracts with customers | 4,612,000 | 177,000 | $ 3,470,000 | 84,000 | 0 |
| Brokerage | Financial Services | |||||
| Organization, Consolidation and Presentation of Financial Statements [Line Items] | |||||
| Total revenue from contracts with customers | 4,612,000 | 177,000 | $ 3,470,000 | 84,000 | 0 |
| Payment network | |||||
| Organization, Consolidation and Presentation of Financial Statements [Line Items] | |||||
| Probability assigned to transaction price | 100.00% | ||||
| Revenue, number of performance obligations | performanceObligation | 2 | ||||
| Total revenue from contracts with customers | 1,644,000 | 298,000 | $ 3,600,000 | 660,000 | 41,000 |
| Payment network | Financial Services | |||||
| Organization, Consolidation and Presentation of Financial Statements [Line Items] | |||||
| Total revenue from contracts with customers | 1,202,000 | 298,000 | 2,433,000 | 660,000 | 41,000 |
| Payment network | Technology Platform | |||||
| Organization, Consolidation and Presentation of Financial Statements [Line Items] | |||||
| Total revenue from contracts with customers | 442,000 | 0 | 1,167,000 | 0 | 0 |
| Enterprise services | |||||
| Organization, Consolidation and Presentation of Financial Statements [Line Items] | |||||
| Total revenue from contracts with customers | 58,000 | 54,000 | 244,000 | 124,000 | 102,000 |
| Enterprise services | Financial Services | |||||
| Organization, Consolidation and Presentation of Financial Statements [Line Items] | |||||
| Total revenue from contracts with customers | 58,000 | 54,000 | 244,000 | 124,000 | 102,000 |
| Technology Platform fees | |||||
| Organization, Consolidation and Presentation of Financial Statements [Line Items] | |||||
| Total revenue from contracts with customers | 45,659,000 | 0 | 90,128,000 | 0 | 0 |
| Technology Platform fees | Technology Platform | |||||
| Organization, Consolidation and Presentation of Financial Statements [Line Items] | |||||
| Total revenue from contracts with customers | $ 45,659,000 | $ 0 | $ 90,128,000 | $ 0 | $ 0 |
Organization, Summary of Significant Accounting Policies and New Accounting Standards - Advertising, Sales and Marketing (Details) - USD ($) $ in Thousands |
12 Months Ended | ||
|---|---|---|---|
Dec. 31, 2020 |
Dec. 31, 2019 |
Dec. 31, 2018 |
|
| Social Finance, Inc. | |||
| Organization, Consolidation and Presentation of Financial Statements [Line Items] | |||
| Advertising Expense | $ 138,888 | $ 169,942 | $ 143,081 |
Acquisitions - Narrative (Details) - Social Finance, Inc. $ in Thousands |
1 Months Ended | 3 Months Ended | 8 Months Ended | 12 Months Ended | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
|
May 28, 2021
USD ($)
$ / shares
shares
|
May 14, 2020
USD ($)
$ / shares
shares
|
Apr. 28, 2020
USD ($)
$ / shares
shares
|
Mar. 31, 2021
USD ($)
|
Mar. 31, 2021
USD ($)
|
Mar. 31, 2020
USD ($)
|
Dec. 31, 2020
USD ($)
shares
|
Dec. 31, 2020
USD ($)
|
Dec. 31, 2020
USD ($)
|
Dec. 31, 2019
USD ($)
|
|
| Business Acquisition [Line Items] | ||||||||||
| Redemption of redeemable preferred stock | $ 566 | $ 8,804 | ||||||||
| Equity issuance costs | 56 | |||||||||
| Equity issuance costs included in other assets | $ 7,800 | $ 7,800 | ||||||||
| Payments for equity issuance costs | 1,500 | 600 | ||||||||
| Additional goodwill recognized | $ 883,597 | $ 0 | ||||||||
| Acquired identifiable intangible assets amortization period | 6 years 8 months 12 days | 8 years 10 months 24 days | ||||||||
| Subsequent Event | ||||||||||
| Business Acquisition [Line Items] | ||||||||||
| Gross cash consideration from recapitalization | $ 764,800 | |||||||||
| Redemption of redeemable preferred stock | 150,000 | |||||||||
| Special payments for reverse recapitalization transaction | 21,200 | |||||||||
| Equity issuance costs | $ 26,100 | |||||||||
| Number of shares issued in transaction (in shares) | shares | 122,500,000 | |||||||||
| Sale of stock, price per share (in dollars per share) | $ / shares | $ 10.00 | |||||||||
| Aggregate purchase price | $ 1,225,000 | |||||||||
| Exchange ratio | 1.7428 | |||||||||
| Golden Pacific Bancorp, Inc. | ||||||||||
| Business Acquisition [Line Items] | ||||||||||
| Purchase consideration | 22,300 | |||||||||
| Holdback amount | 700 | 700 | ||||||||
| Golden Pacific Bancorp, Inc. | Subsequent Event | ||||||||||
| Business Acquisition [Line Items] | ||||||||||
| Purchase consideration | 22,300 | |||||||||
| Holdback amount | $ 700 | $ 700 | ||||||||
| Galileo Financial Technologies, Inc. | ||||||||||
| Business Acquisition [Line Items] | ||||||||||
| Purchase consideration | $ 1,165,984 | |||||||||
| Percentage of voting interests acquired | 100.00% | |||||||||
| Consideration transferred, entity shares issued per acquiree share (in shares) | shares | 3.83 | |||||||||
| Adjustment to reduce initial consideration transferred amount | $ 743 | $ 743 | ||||||||
| Acquisition related costs | $ 9,341 | 9,341 | ||||||||
| Acquisition related costs, non-cash portion | 908 | |||||||||
| Revenue of acquiree since acquisition date | $ 91,221 | |||||||||
| Loss of acquiree since acquisition date | 19,209 | |||||||||
| Pro forma adjustment, reversal of deferred tax asset | $ 99,793 | $ 99,793 | $ 99,793 | 99,793 | ||||||
| Cash paid | $ 75,633 | |||||||||
| Fair value of preferred stock issued | 814,156 | |||||||||
| Additional goodwill recognized | 873,358 | |||||||||
| Intangible assets | $ 388,000 | |||||||||
| Galileo Financial Technologies, Inc. | Series H | ||||||||||
| Business Acquisition [Line Items] | ||||||||||
| Adjustment to reduce initial consideration transferred amount, equivalent number of shares issued (in shares) | shares | 48,116 | |||||||||
| Share price (in dollars per share) | $ / shares | $ 12.11 | |||||||||
| Consideration transferred, shares issued (in shares) | shares | 52,743,298 | |||||||||
| Galileo Financial Technologies, Inc. | Series H | Backsolve Method | ||||||||||
| Business Acquisition [Line Items] | ||||||||||
| Business combination measurement input | $ / shares | 15.44 | |||||||||
| Galileo Financial Technologies, Inc. | Common stock options | ||||||||||
| Business Acquisition [Line Items] | ||||||||||
| Share price (in dollars per share) | $ / shares | $ 46.38 | |||||||||
| Galileo Financial Technologies, Inc. | Replacement options | ||||||||||
| Business Acquisition [Line Items] | ||||||||||
| Conversion of options (in shares) | shares | 3.83 | |||||||||
| 8 Limited | ||||||||||
| Business Acquisition [Line Items] | ||||||||||
| Purchase consideration | $ 16,126 | |||||||||
| Percentage of voting interests acquired | 100.00% | |||||||||
| Cash paid | $ 561 | |||||||||
| Additional goodwill recognized | 10,239 | $ 10,239 | ||||||||
| Intangible assets | $ 5,038 | |||||||||
| 8 Limited | Minimum | ||||||||||
| Business Acquisition [Line Items] | ||||||||||
| Acquired identifiable intangible assets amortization period | 3 years 7 months 6 days | |||||||||
| 8 Limited | Maximum | ||||||||||
| Business Acquisition [Line Items] | ||||||||||
| Acquired identifiable intangible assets amortization period | 5 years 8 months 12 days | |||||||||
| 8 Limited | Common Stock | ||||||||||
| Business Acquisition [Line Items] | ||||||||||
| Fair value of preferred stock issued | $ 15,565 | |||||||||
| Consideration transferred, shares issued (in shares) | shares | 1,285,291 | |||||||||
| Consideration transferred, shares issued (in shares) | shares | 1,101,306 | |||||||||
| Consideration transferred, shares issuable, term for issue | 18 months | |||||||||
| 8 Limited | Common Stock | Backsolve Method | ||||||||||
| Business Acquisition [Line Items] | ||||||||||
| Business combination measurement input | $ / shares | 12.11 | |||||||||
Acquisitions - Schedule of Purchase Consideration (Details) - Social Finance, Inc. $ / shares in Units, $ in Thousands |
6 Months Ended | 12 Months Ended | ||||
|---|---|---|---|---|---|---|
|
May 14, 2020
USD ($)
$ / shares
shares
|
Nov. 14, 2020
USD ($)
|
Dec. 31, 2020
USD ($)
|
Dec. 31, 2018 |
Mar. 31, 2021
USD ($)
|
Dec. 31, 2019
USD ($)
|
|
| Business Combination, Consideration Transferred [Abstract] | ||||||
| Principal amount | $ 4,830,137 | $ 3,854,283 | $ 4,726,904 | |||
| Common stock options | ||||||
| Business Combination, Consideration Transferred [Abstract] | ||||||
| Dividend yield | 0.00% | 0.00% | ||||
| Volatility | 35.00% | |||||
| Common stock options | Minimum | ||||||
| Business Combination, Consideration Transferred [Abstract] | ||||||
| Risk-free rate | 0.30% | 2.50% | ||||
| Volatility | 36.50% | |||||
| Expected term (years) | 5 years 6 months | 5 years 8 months 12 days | ||||
| Common stock options | Maximum | ||||||
| Business Combination, Consideration Transferred [Abstract] | ||||||
| Risk-free rate | 1.40% | 3.10% | ||||
| Volatility | 42.50% | |||||
| Expected term (years) | 6 years | 6 years 3 months 18 days | ||||
| Galileo Financial Technologies, Inc. | ||||||
| Business Combination, Consideration Transferred [Abstract] | ||||||
| Cash paid | $ 75,633 | |||||
| Seller note | 243,998 | |||||
| Fair value of preferred stock issued | 814,156 | |||||
| Fair value of common stock options assumed | 32,197 | |||||
| Total purchase consideration | $ 1,165,984 | |||||
| Galileo Financial Technologies, Inc. | Series H | ||||||
| Business Combination, Consideration Transferred [Abstract] | ||||||
| Consideration transferred, shares issuable (in shares) | shares | 52,743,298 | |||||
| Share price on acquisition date (in dollars per share) | $ / shares | $ 12.11 | |||||
| Galileo Financial Technologies, Inc. | Series H | Backsolve Method | ||||||
| Business Combination, Consideration Transferred [Abstract] | ||||||
| Business combination measurement input | $ / shares | 15.44 | |||||
| Galileo Financial Technologies, Inc. | Common stock options | ||||||
| Business Combination, Consideration Transferred [Abstract] | ||||||
| Share price on acquisition date (in dollars per share) | $ / shares | $ 46.38 | |||||
| Dividend yield | 0.00% | |||||
| Galileo Financial Technologies, Inc. | Common stock options | Minimum | ||||||
| Business Combination, Consideration Transferred [Abstract] | ||||||
| Risk-free rate | 0.16% | |||||
| Volatility | 28.40% | |||||
| Expected term (years) | 2 years | |||||
| Galileo Financial Technologies, Inc. | Common stock options | Maximum | ||||||
| Business Combination, Consideration Transferred [Abstract] | ||||||
| Risk-free rate | 0.32% | |||||
| Volatility | 37.40% | |||||
| Expected term (years) | 5 years 2 months 12 days | |||||
| Galileo Financial Technologies, Inc. | Seller Note | ||||||
| Business Combination, Consideration Transferred [Abstract] | ||||||
| Principal amount | $ 250,000 | $ 250,000 | ||||
| Debt Instrument term | 12 months | |||||
| Annual interest rate | 4.90% | |||||
| Incremental interest incurred | $ 12,500 | |||||
| Interest rate | 10.00% | |||||
| Incremental interest rate | 10.00% | |||||
Acquisitions - Schedule of Identified Assets Acquired and Liabilities Assumed (Details) - Social Finance, Inc. - USD ($) $ in Thousands |
8 Months Ended | 12 Months Ended | ||||
|---|---|---|---|---|---|---|
Dec. 31, 2020 |
Dec. 31, 2020 |
Mar. 31, 2021 |
May 14, 2020 |
Dec. 31, 2019 |
Dec. 31, 2018 |
|
| Liabilities assumed | ||||||
| Goodwill | $ 899,270 | $ 899,270 | $ 899,270 | $ 15,673 | $ 15,741 | |
| Galileo Financial Technologies, Inc. | ||||||
| Assets acquired | ||||||
| Cash and cash equivalents | $ 10,305 | |||||
| Accounts receivable | 12,999 | |||||
| Property, equipment and software | 2,026 | |||||
| Intangible assets | 388,000 | |||||
| Operating lease ROU assets | 5,361 | |||||
| Other assets | 10,631 | |||||
| Total identifiable assets acquired | 429,322 | |||||
| Liabilities assumed | ||||||
| Accounts payable, accruals and other liabilities | 20,668 | |||||
| Operating lease liabilities | 5,361 | |||||
| Debt | 5,832 | |||||
| Deferred income taxes | 104,835 | |||||
| Total liabilities assumed | 136,696 | |||||
| Total identified net assets acquired | 292,626 | |||||
| Goodwill | 873,358 | |||||
| Total purchase consideration | 1,165,984 | |||||
| Gross receivables acquired | 13,844 | |||||
| Receivables acquired, expected credit losses | 845 | |||||
| Contingent liability assumed | 6,195 | |||||
| Insurance recovery asset assumed | 6,195 | |||||
| Adjustment to reduce initial consideration transferred amount | $ 743 | $ 743 | ||||
| Galileo Financial Technologies, Inc. | Developed technology | ||||||
| Assets acquired | ||||||
| Intangible assets | 253,000 | |||||
| Galileo Financial Technologies, Inc. | Customer-related | ||||||
| Assets acquired | ||||||
| Intangible assets | 125,000 | |||||
| Galileo Financial Technologies, Inc. | Trade names, trademarks and domain names | ||||||
| Assets acquired | ||||||
| Intangible assets | $ 10,000 |
Acquisitions - Schedule of Finite-Lived Intangible Assets Assumed (Details) - Social Finance, Inc. - USD ($) $ in Thousands |
12 Months Ended | ||
|---|---|---|---|
May 14, 2020 |
Dec. 31, 2020 |
Dec. 31, 2019 |
|
| Business Acquisition [Line Items] | |||
| Weighted Average Useful Life (Years) | 6 years 8 months 12 days | 8 years 10 months 24 days | |
| Developed technology | |||
| Business Acquisition [Line Items] | |||
| Weighted Average Useful Life (Years) | 8 years 6 months | 9 years | |
| Customer-related | |||
| Business Acquisition [Line Items] | |||
| Weighted Average Useful Life (Years) | 3 years 7 months 6 days | ||
| Trade names, trademarks and domain names | |||
| Business Acquisition [Line Items] | |||
| Weighted Average Useful Life (Years) | 8 years 7 months 6 days | ||
| Galileo Financial Technologies, Inc. | |||
| Business Acquisition [Line Items] | |||
| Gross Carrying Amount | $ 388,000 | ||
| Galileo Financial Technologies, Inc. | Developed technology | |||
| Business Acquisition [Line Items] | |||
| Gross Carrying Amount | $ 253,000 | ||
| Weighted Average Useful Life (Years) | 8 years 7 months 6 days | ||
| Galileo Financial Technologies, Inc. | Customer-related | |||
| Business Acquisition [Line Items] | |||
| Gross Carrying Amount | $ 125,000 | ||
| Weighted Average Useful Life (Years) | 3 years 7 months 6 days | ||
| Galileo Financial Technologies, Inc. | Trade names, trademarks and domain names | |||
| Business Acquisition [Line Items] | |||
| Gross Carrying Amount | $ 10,000 | ||
| Weighted Average Useful Life (Years) | 8 years 7 months 6 days | ||
Acquisitions - Schedule of Pro-forma Information (Details) - Galileo Financial Technologies, Inc. - Social Finance, Inc. - USD ($) $ in Thousands |
3 Months Ended | 12 Months Ended | |
|---|---|---|---|
Mar. 31, 2020 |
Dec. 31, 2020 |
Dec. 31, 2019 |
|
| Business Acquisition [Line Items] | |||
| Total net revenue | $ 99,278 | $ 625,413 | $ 483,921 |
| Net loss | $ (24,560) | $ (304,219) | $ (209,770) |
Goodwill and Intangible Assets - Schedule of Goodwill (Details) - Social Finance, Inc. - USD ($) $ in Thousands |
12 Months Ended | ||||||
|---|---|---|---|---|---|---|---|
Apr. 28, 2020 |
Dec. 31, 2020 |
Dec. 31, 2019 |
Mar. 31, 2021 |
May 14, 2020 |
Dec. 31, 2019 |
Dec. 31, 2018 |
|
| Goodwill [Roll Forward] | |||||||
| Beginning balance | $ 15,673 | $ 15,741 | |||||
| Less: accumulated impairment | $ 0 | $ 0 | |||||
| Beginning balance, net | 899,270 | 15,673 | $ 899,270 | $ 15,673 | $ 15,741 | ||
| Additional goodwill recognized | 883,597 | 0 | |||||
| Other adjustments | 0 | (68) | |||||
| Ending balance | 899,270 | $ 15,673 | |||||
| Financial Services | |||||||
| Goodwill [Roll Forward] | |||||||
| Beginning balance, net | 25,912 | ||||||
| Ending balance | 25,912 | ||||||
| Technology Platform | |||||||
| Goodwill [Roll Forward] | |||||||
| Beginning balance, net | 873,358 | ||||||
| Ending balance | 873,358 | ||||||
| Galileo Financial Technologies, Inc. | |||||||
| Goodwill [Roll Forward] | |||||||
| Beginning balance, net | $ 873,358 | ||||||
| Additional goodwill recognized | 873,358 | ||||||
| 8 Limited | |||||||
| Goodwill [Roll Forward] | |||||||
| Additional goodwill recognized | $ 10,239 | $ 10,239 | |||||
Goodwill and Intangible Assets - Narrative (Details) - Social Finance, Inc. - USD ($) |
12 Months Ended | ||
|---|---|---|---|
Dec. 31, 2020 |
Dec. 31, 2019 |
Dec. 31, 2018 |
|
| Indefinite-lived Intangible Assets [Line Items] | |||
| Goodwill impairment | $ 0 | $ 0 | $ 0 |
| Amortization of intangible assets | 49,735,000 | 3,008,000 | 3,303,000 |
| Gross finite lived intangible assets | 410,138,000 | 17,223,000 | |
| Impairment of intangible assets | $ 0 | 0 | $ 0 |
| Partnerships | |||
| Indefinite-lived Intangible Assets [Line Items] | |||
| Gross finite lived intangible assets | $ 123,000 | ||
Goodwill and Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ / shares in Units, $ in Thousands |
3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
|---|---|---|---|---|---|---|---|
May 14, 2020 |
Mar. 31, 2021 |
Mar. 31, 2020 |
Dec. 31, 2020 |
Dec. 31, 2020 |
Dec. 31, 2019 |
Dec. 31, 2018 |
|
| Finite-Lived Intangible Assets [Line Items] | |||||||
| Change in estimate, impact per share (in dollars per share) | $ (1.82) | $ (2.53) | |||||
| Social Finance, Inc. | |||||||
| Finite-Lived Intangible Assets [Line Items] | |||||||
| Weighted Average Useful Life (Years) | 6 years 8 months 12 days | 8 years 10 months 24 days | |||||
| Gross Balance | $ 410,138 | $ 410,138 | $ 17,223 | ||||
| Accumulated Amortization | (55,052) | (55,052) | (5,440) | ||||
| Net Book Value | 355,086 | 355,086 | 11,783 | ||||
| Increase in amortization expense | $ 49,735 | $ 3,008 | $ 3,303 | ||||
| Change in estimate, impact per share (in dollars per share) | $ (2.81) | $ (2.93) | $ (7.49) | $ (7.00) | $ (7.19) | ||
| Cumulative Effect, Period of Adoption, Adjustment | Intangible Assets, Amortization Period | Social Finance, Inc. | |||||||
| Finite-Lived Intangible Assets [Line Items] | |||||||
| Increase in amortization expense | $ 5,759 | ||||||
| Change in estimate, impact per share (in dollars per share) | $ (0.14) | ||||||
| Developed technology | Social Finance, Inc. | |||||||
| Finite-Lived Intangible Assets [Line Items] | |||||||
| Weighted Average Useful Life (Years) | 8 years 6 months | 9 years | |||||
| Gross Balance | 257,438 | $ 257,438 | |||||
| Accumulated Amortization | (19,142) | (19,142) | |||||
| Net Book Value | 238,296 | 238,296 | |||||
| Developed technology | Galileo Financial Technologies, Inc. | Social Finance, Inc. | |||||||
| Finite-Lived Intangible Assets [Line Items] | |||||||
| Weighted Average Useful Life (Years) | 8 years 7 months 6 days | ||||||
| Intangible assets acquired | $ 253,000 | ||||||
| Customer-related | Social Finance, Inc. | |||||||
| Finite-Lived Intangible Assets [Line Items] | |||||||
| Weighted Average Useful Life (Years) | 3 years 7 months 6 days | ||||||
| Gross Balance | 125,350 | $ 125,350 | |||||
| Accumulated Amortization | (22,102) | (22,102) | |||||
| Net Book Value | 103,248 | 103,248 | |||||
| Customer-related | Galileo Financial Technologies, Inc. | Social Finance, Inc. | |||||||
| Finite-Lived Intangible Assets [Line Items] | |||||||
| Weighted Average Useful Life (Years) | 3 years 7 months 6 days | ||||||
| Intangible assets acquired | $ 125,000 | ||||||
| Trade names, trademarks and domain names | Social Finance, Inc. | |||||||
| Finite-Lived Intangible Assets [Line Items] | |||||||
| Weighted Average Useful Life (Years) | 8 years 7 months 6 days | ||||||
| Gross Balance | 10,000 | $ 10,000 | |||||
| Accumulated Amortization | (736) | (736) | |||||
| Net Book Value | 9,264 | 9,264 | |||||
| Trade names, trademarks and domain names | Galileo Financial Technologies, Inc. | Social Finance, Inc. | |||||||
| Finite-Lived Intangible Assets [Line Items] | |||||||
| Weighted Average Useful Life (Years) | 8 years 7 months 6 days | ||||||
| Intangible assets acquired | $ 10,000 | ||||||
| Core banking infrastructure | Social Finance, Inc. | |||||||
| Finite-Lived Intangible Assets [Line Items] | |||||||
| Weighted Average Useful Life (Years) | 1 year | 9 years | |||||
| Gross Balance | 17,100 | $ 17,100 | $ 17,100 | ||||
| Accumulated Amortization | (13,043) | (13,043) | (5,383) | ||||
| Net Book Value | 4,057 | $ 4,057 | $ 11,717 | ||||
| Broker-dealer license and trading rights | Social Finance, Inc. | |||||||
| Finite-Lived Intangible Assets [Line Items] | |||||||
| Weighted Average Useful Life (Years) | 5 years 8 months 12 days | ||||||
| Gross Balance | 250 | $ 250 | |||||
| Accumulated Amortization | (29) | (29) | |||||
| Net Book Value | $ 221 | $ 221 | |||||
| Partnerships | Social Finance, Inc. | |||||||
| Finite-Lived Intangible Assets [Line Items] | |||||||
| Weighted Average Useful Life (Years) | 1 year | ||||||
| Gross Balance | $ 123 | ||||||
| Accumulated Amortization | (57) | ||||||
| Net Book Value | $ 66 | ||||||
Goodwill and Intangible Assets - Schedule of Estimated Future Amortization Expense (Details) - Social Finance, Inc. - USD ($) $ in Thousands |
Dec. 31, 2020 |
Dec. 31, 2019 |
|---|---|---|
| Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||
| 2021 | $ 70,507 | |
| 2022 | 66,449 | |
| 2023 | 64,753 | |
| 2024 | 31,468 | |
| 2025 | 31,468 | |
| Thereafter | 90,441 | |
| Net Book Value | $ 355,086 | $ 11,783 |
Loans - Schedule of Loan Portfolio (Details) - Social Finance, Inc. - USD ($) $ in Thousands |
3 Months Ended | 12 Months Ended | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2021 |
Dec. 31, 2020 |
Dec. 31, 2019 |
||||||||||||
| Loans and Leases Receivable Disclosure [Line Items] | ||||||||||||||
| Total loans at fair value | $ 4,472,604 | $ 4,859,068 | $ 5,387,958 | |||||||||||
| Total loans at amortized cost | 4,486,828 | [1],[2] | 4,879,303 | [1],[2],[3],[4] | 5,387,958 | [3],[4] | ||||||||
| Commercial loans | ||||||||||||||
| Loans and Leases Receivable Disclosure [Line Items] | ||||||||||||||
| Total loans at amortized cost | 16,500 | |||||||||||||
| Accumulated interest | 12 | |||||||||||||
| Credit card loans and commercial loans | ||||||||||||||
| Loans and Leases Receivable Disclosure [Line Items] | ||||||||||||||
| Total loans at amortized cost | 14,224 | 20,235 | 0 | |||||||||||
| Securitized student loans | Student loans | ||||||||||||||
| Loans and Leases Receivable Disclosure [Line Items] | ||||||||||||||
| Total loans at fair value | 793,366 | 908,427 | 1,428,924 | |||||||||||
| Securitized personal loans | Personal loans | ||||||||||||||
| Loans and Leases Receivable Disclosure [Line Items] | ||||||||||||||
| Total loans at fair value | 461,394 | 559,743 | 1,563,603 | |||||||||||
| Student loans | Student loans | ||||||||||||||
| Loans and Leases Receivable Disclosure [Line Items] | ||||||||||||||
| Total loans at fair value | 1,873,427 | 1,958,032 | 1,756,309 | |||||||||||
| Home loans | Home loans | ||||||||||||||
| Loans and Leases Receivable Disclosure [Line Items] | ||||||||||||||
| Total loans at fair value | 231,903 | 179,689 | 91,695 | |||||||||||
| Personal loans | Personal loans | ||||||||||||||
| Loans and Leases Receivable Disclosure [Line Items] | ||||||||||||||
| Total loans at fair value | 1,112,514 | 1,253,177 | 547,427 | |||||||||||
| Credit card loans | Credit card loans | ||||||||||||||
| Loans and Leases Receivable Disclosure [Line Items] | ||||||||||||||
| Total loans at amortized cost | 14,224 | 3,723 | 0 | |||||||||||
| Origination of loans | 28,763 | 6,957 | ||||||||||||
| Accumulated interest | 49 | 2 | ||||||||||||
| Principal payments | 18,357 | 3,017 | ||||||||||||
| Financing receivable, allowance for credit loss | 171 | 219 | ||||||||||||
| Commercial loan | Commercial loans | ||||||||||||||
| Loans and Leases Receivable Disclosure [Line Items] | ||||||||||||||
| Total loans at amortized cost | $ 0 | $ 16,512 | $ 0 | |||||||||||
| ||||||||||||||
Loans - Schedule of Loans Measured at Fair Value (Details) - Social Finance, Inc. - USD ($) $ in Thousands |
Mar. 31, 2021 |
Dec. 31, 2020 |
Dec. 31, 2019 |
|---|---|---|---|
| Loans and Leases Receivable Disclosure [Line Items] | |||
| Total loans at fair value | $ 4,472,604 | $ 4,859,068 | $ 5,387,958 |
| Student loans | Student loans | |||
| Loans and Leases Receivable Disclosure [Line Items] | |||
| Total loans at fair value | 1,873,427 | 1,958,032 | 1,756,309 |
| Home loans | Home loans | |||
| Loans and Leases Receivable Disclosure [Line Items] | |||
| Total loans at fair value | 231,903 | 179,689 | 91,695 |
| Personal loans | Personal loans | |||
| Loans and Leases Receivable Disclosure [Line Items] | |||
| Total loans at fair value | 1,112,514 | 1,253,177 | 547,427 |
| Fair Value, Recurring | Fair Value | |||
| Loans and Leases Receivable Disclosure [Line Items] | |||
| Unpaid principal | 4,355,789 | 4,726,724 | 5,314,563 |
| Accumulated interest | 17,699 | 21,171 | 22,242 |
| Cumulative fair value adjustments | 99,116 | 111,173 | 51,153 |
| Total loans at fair value | 4,472,604 | 4,859,068 | 5,387,958 |
| Fair Value, Recurring | Fair Value | Fair value of loans 90 days or more delinquent | |||
| Loans and Leases Receivable Disclosure [Line Items] | |||
| Unpaid principal | 5,012 | 5,245 | 13,397 |
| Accumulated interest | 261 | 247 | 381 |
| Cumulative fair value adjustments | (4,201) | (4,314) | (10,864) |
| Total loans at fair value | 1,072 | 1,178 | 2,914 |
| Fair Value, Recurring | Fair Value | Student loans | Student loans | |||
| Loans and Leases Receivable Disclosure [Line Items] | |||
| Unpaid principal | 2,590,442 | 2,774,511 | 3,111,032 |
| Accumulated interest | 8,222 | 9,472 | 8,186 |
| Cumulative fair value adjustments | 68,129 | 82,476 | 66,015 |
| Total loans at fair value | 2,666,793 | 2,866,459 | 3,185,233 |
| Fair Value, Recurring | Fair Value | Student loans | Fair value of loans 90 days or more delinquent | Student loans | |||
| Loans and Leases Receivable Disclosure [Line Items] | |||
| Unpaid principal | 775 | 1,046 | 2,772 |
| Accumulated interest | 24 | 37 | 47 |
| Cumulative fair value adjustments | (285) | (442) | (1,508) |
| Total loans at fair value | 514 | 641 | 1,311 |
| Fair Value, Recurring | Fair Value | Home loans | Home loans | |||
| Loans and Leases Receivable Disclosure [Line Items] | |||
| Unpaid principal | 228,645 | 171,967 | 91,225 |
| Accumulated interest | 106 | 141 | 120 |
| Cumulative fair value adjustments | 3,152 | 7,581 | 350 |
| Total loans at fair value | 231,903 | 179,689 | 91,695 |
| Fair Value, Recurring | Fair Value | Home loans | Fair value of loans 90 days or more delinquent | Home loans | |||
| Loans and Leases Receivable Disclosure [Line Items] | |||
| Unpaid principal | 0 | 0 | 0 |
| Accumulated interest | 0 | 0 | 0 |
| Cumulative fair value adjustments | 0 | 0 | 0 |
| Total loans at fair value | 0 | 0 | 0 |
| Fair Value, Recurring | Fair Value | Personal loans | Personal loans | |||
| Loans and Leases Receivable Disclosure [Line Items] | |||
| Unpaid principal | 1,536,702 | 1,780,246 | 2,112,306 |
| Accumulated interest | 9,371 | 11,558 | 13,936 |
| Cumulative fair value adjustments | 27,835 | 21,116 | (15,212) |
| Total loans at fair value | 1,573,908 | 1,812,920 | 2,111,030 |
| Fair Value, Recurring | Fair Value | Personal loans | Fair value of loans 90 days or more delinquent | Personal loans | |||
| Loans and Leases Receivable Disclosure [Line Items] | |||
| Unpaid principal | 4,237 | 4,199 | 10,625 |
| Accumulated interest | 237 | 210 | 334 |
| Cumulative fair value adjustments | (3,916) | (3,872) | (9,356) |
| Total loans at fair value | $ 558 | $ 537 | $ 1,603 |
Loans - Schedule of Changes in Loans Measured at Fair Value (Details) - Fair Value, Recurring - Social Finance, Inc. - USD ($) $ in Thousands |
3 Months Ended | 12 Months Ended | ||
|---|---|---|---|---|
Mar. 31, 2021 |
Mar. 31, 2020 |
Dec. 31, 2020 |
Dec. 31, 2019 |
|
| Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
| Beginning balance | $ 4,859,068 | $ 5,387,958 | $ 5,387,958 | $ 7,211,989 |
| Origination of loans | 2,545,978 | 3,383,008 | 9,693,158 | 11,200,803 |
| Principal payments | (509,897) | (489,554) | (1,901,555) | (2,530,658) |
| Sales of loans | (2,393,167) | (3,346,447) | (8,167,445) | (9,382,124) |
| Deconsolidation of securitizations | (260,740) | (902,194) | (1,538,620) | |
| Purchases | 1,191 | 35,202 | 690,198 | 47,312 |
| Additions of loans to securitizations | 448,470 | |||
| Change in accumulated interest | (3,471) | (3,247) | (1,072) | (11,666) |
| Change in fair value | (27,098) | (32,977) | 60,020 | (57,548) |
| Ending balance | 4,472,604 | 4,673,203 | 4,859,068 | 5,387,958 |
| Securitization clean-up calls | 33,012 | 76,044 | 31,807 | |
| Purchase of previously sold loans from certain investors | 606,264 | |||
| Student loans | Student loans | ||||
| Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
| Beginning balance | 2,866,459 | 3,185,233 | 3,185,233 | 3,365,741 |
| Origination of loans | 1,004,685 | 2,134,506 | 4,928,880 | 6,695,138 |
| Principal payments | (250,219) | (226,378) | (883,761) | (852,019) |
| Sales of loans | (936,160) | (2,256,059) | (4,534,286) | (6,051,418) |
| Deconsolidation of securitizations | 0 | (495,507) | 0 | |
| Purchases | 71 | 33,367 | 648,153 | 36,120 |
| Additions of loans to securitizations | 0 | |||
| Change in accumulated interest | (1,249) | 134 | 1,286 | (1,047) |
| Change in fair value | (16,794) | (15,060) | 16,461 | (7,282) |
| Ending balance | 2,666,793 | 2,855,743 | 2,866,459 | 3,185,233 |
| Home loans | Home loans | ||||
| Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
| Beginning balance | 179,689 | 91,695 | 91,695 | 42,698 |
| Origination of loans | 735,604 | 346,808 | 2,183,521 | 773,684 |
| Principal payments | (1,479) | (1,400) | (2,748) | (1,107) |
| Sales of loans | (677,566) | (313,042) | (2,102,101) | (726,443) |
| Deconsolidation of securitizations | 0 | 0 | 0 | |
| Purchases | 119 | 0 | 2,070 | 1,137 |
| Additions of loans to securitizations | 0 | |||
| Change in accumulated interest | (35) | 16 | 21 | 65 |
| Change in fair value | (4,429) | 1,891 | 7,231 | 1,661 |
| Ending balance | 231,903 | 125,968 | 179,689 | 91,695 |
| Personal loans | Personal loans | ||||
| Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
| Beginning balance | 1,812,920 | 2,111,030 | 2,111,030 | 3,803,550 |
| Origination of loans | 805,689 | 901,694 | 2,580,757 | 3,731,981 |
| Principal payments | (258,199) | (261,776) | (1,015,046) | (1,677,532) |
| Sales of loans | (779,441) | (777,346) | (1,531,058) | (2,604,263) |
| Deconsolidation of securitizations | (260,740) | (406,687) | (1,538,620) | |
| Purchases | 1,001 | 1,835 | 39,975 | 10,055 |
| Additions of loans to securitizations | 448,470 | |||
| Change in accumulated interest | (2,187) | (3,397) | (2,379) | (10,684) |
| Change in fair value | (5,875) | (19,808) | 36,328 | (51,927) |
| Ending balance | $ 1,573,908 | $ 1,691,492 | $ 1,812,920 | $ 2,111,030 |
Variable Interest Entities - Schedule of Consolidated VIEs (Details) - USD ($) |
Mar. 31, 2021 |
Dec. 31, 2020 |
Oct. 14, 2020 |
Mar. 31, 2020 |
Dec. 31, 2019 |
Dec. 31, 2018 |
|||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Assets: | |||||||||||||||||
| Total assets | $ 805,817,385 | $ 806,077,995 | |||||||||||||||
| Liabilities: | |||||||||||||||||
| TOTAL LIABILITIES | 187,773,749 | 127,639,700 | $ 72,504,111 | ||||||||||||||
| Social Finance, Inc. | |||||||||||||||||
| Assets: | |||||||||||||||||
| Restricted cash and restricted cash equivalents | 347,284,000 | [1] | 450,846,000 | [1],[2] | $ 243,109,000 | $ 190,720,000 | [2] | $ 211,889,000 | |||||||||
| Loans | 4,486,828,000 | [1],[3] | 4,879,303,000 | [1],[2],[3],[4] | 5,387,958,000 | [2],[4] | |||||||||||
| Total assets | 7,382,237,000 | 8,563,499,000 | 7,289,160,000 | ||||||||||||||
| Liabilities: | |||||||||||||||||
| Accounts payable, accruals and other liabilities | 421,061,000 | 452,909,000 | [2] | 103,590,000 | [2] | ||||||||||||
| Debt | 3,827,424,000 | [1] | 4,798,925,000 | [1],[2] | 4,688,378,000 | [2] | |||||||||||
| Residual interests classified as debt | 114,882,000 | [1] | 118,298,000 | [1],[2] | 271,778,000 | [2] | |||||||||||
| TOTAL LIABILITIES | 4,502,189,000 | 5,509,928,000 | 5,188,491,000 | ||||||||||||||
| Social Finance, Inc. | Variable Interest Entity, Primary Beneficiary | |||||||||||||||||
| Assets: | |||||||||||||||||
| Restricted cash and restricted cash equivalents | 86,815,000 | 76,973,000 | 117,733,000 | ||||||||||||||
| Loans | 1,254,760,000 | 1,468,170,000 | 2,992,527,000 | ||||||||||||||
| Total assets | 1,341,575,000 | 1,545,143,000 | 3,110,260,000 | ||||||||||||||
| Liabilities: | |||||||||||||||||
| Accounts payable, accruals and other liabilities | 614,000 | 759,000 | 1,479,000 | ||||||||||||||
| Debt | 1,059,443,000 | 1,248,822,000 | 2,539,610,000 | ||||||||||||||
| Residual interests classified as debt | 114,882,000 | 118,298,000 | 271,778,000 | ||||||||||||||
| TOTAL LIABILITIES | $ 1,174,939,000 | $ 1,367,879,000 | $ 2,812,867,000 | ||||||||||||||
| |||||||||||||||||
Variable Interest Entities - Narrative (Details) - Social Finance, Inc. |
3 Months Ended | 12 Months Ended | |||
|---|---|---|---|---|---|
|
Mar. 31, 2021
investment
loanTrust
|
Mar. 31, 2020
loanTrust
investment
|
Dec. 31, 2020
investment
loanTrust
|
Dec. 31, 2019
investment
loanTrust
|
Dec. 31, 2018
investment
|
|
| Variable Interest Entity, Not Primary Beneficiary | Personal loans | |||||
| Variable Interest Entity [Line Items] | |||||
| Number of loan trusts established | loanTrust | 0 | 1 | 1 | 7 | |
| Number of investments in VIEs | 9 | 9 | 13 | ||
| Number of deconsolidated VIEs | 0 | 2 | 3 | 6 | |
| Variable Interest Entity, Not Primary Beneficiary | Student loans | |||||
| Variable Interest Entity [Line Items] | |||||
| Number of loan trusts established | loanTrust | 2 | 2 | 4 | 9 | |
| Number of investments in VIEs | 22 | 20 | 20 | ||
| Variable Interest Entity, Primary Beneficiary | Student loans | |||||
| Variable Interest Entity [Line Items] | |||||
| Number of consolidated VIEs | 0 | 0 | 1 | 0 | 0 |
Variable Interest Entities - Nonconsolidated VIEs (Details) - Social Finance, Inc. - USD ($) $ in Thousands |
Mar. 31, 2021 |
Dec. 31, 2020 |
Dec. 31, 2019 |
|---|---|---|---|
| Variable Interest Entity [Line Items] | |||
| Securitization investments | $ 462,109 | $ 496,935 | $ 653,952 |
| Variable Interest Entity, Not Primary Beneficiary | |||
| Variable Interest Entity [Line Items] | |||
| Securitization investments | 462,109 | 496,935 | 653,952 |
| Variable Interest Entity, Not Primary Beneficiary | Personal loans | |||
| Variable Interest Entity [Line Items] | |||
| Securitization investments | 60,412 | 71,115 | 181,703 |
| Variable Interest Entity, Not Primary Beneficiary | Student loans | |||
| Variable Interest Entity [Line Items] | |||
| Securitization investments | $ 401,697 | $ 425,820 | $ 472,249 |
Transfers of Financial Assets - Schedule of Loan Securitizations Accounted for as Sales, Whole Loan Sales and Participating Interests (Details) - Social Finance, Inc. - USD ($) $ in Thousands |
3 Months Ended | 12 Months Ended | |||
|---|---|---|---|---|---|
Mar. 31, 2021 |
Mar. 31, 2020 |
Dec. 31, 2020 |
Dec. 31, 2019 |
Dec. 31, 2018 |
|
| Student loans | Loan Securitizations | |||||
| Securitization or Asset-backed Financing Arrangement, Financial Asset for which Transfer is Accounted as Sale [Line Items] | |||||
| Cash | $ 500,041 | $ 1,990,657 | $ 2,015,357 | $ 4,542,431 | $ 4,718,093 |
| Securitization investments | 26,381 | 105,382 | 130,807 | 239,698 | 266,399 |
| Deconsolidation of debt | 458,375 | 0 | 0 | ||
| Servicing assets recognized | 28,731 | 15,652 | 19,903 | 42,826 | 38,179 |
| Total consideration | 555,153 | 2,111,691 | 2,624,442 | 4,824,955 | 5,022,671 |
| Aggregate unpaid principal balance and accrued interest of loans sold | 526,126 | 2,043,265 | 2,540,052 | 4,677,471 | 4,929,724 |
| Gain (loss) from loan sales | 29,027 | 68,426 | 84,390 | 147,484 | 92,947 |
| Loss on sale of deconsolidated debt | 5,100 | ||||
| Student loans | Whole Loans | |||||
| Securitization or Asset-backed Financing Arrangement, Financial Asset for which Transfer is Accounted as Sale [Line Items] | |||||
| Cash | 422,341 | 225,523 | 2,596,719 | 1,399,921 | 1,664,224 |
| Servicing assets recognized | 4,858 | 2,233 | 25,734 | 21,145 | 18,231 |
| Repurchase liabilities recognized | (79) | (42) | (510) | (314) | (211) |
| Total consideration | 427,120 | 227,714 | 2,621,943 | 1,420,752 | 1,682,244 |
| Aggregate unpaid principal balance and accrued interest of loans sold | 413,090 | 218,594 | 2,503,821 | 1,389,986 | 1,667,592 |
| Gain (loss) from loan sales | 14,030 | 9,120 | 118,122 | 30,766 | 14,652 |
| Student loans | Participating Interests | |||||
| Securitization or Asset-backed Financing Arrangement, Financial Asset for which Transfer is Accounted as Sale [Line Items] | |||||
| Cash | 91,946 | ||||
| Servicing assets recognized | 3,163 | ||||
| Total consideration | 95,109 | ||||
| Aggregate unpaid principal balance and accrued interest of loans sold | 91,976 | ||||
| Gain (loss) from loan sales | 3,133 | ||||
| Home loans | Whole Loans | |||||
| Securitization or Asset-backed Financing Arrangement, Financial Asset for which Transfer is Accounted as Sale [Line Items] | |||||
| Cash | 696,197 | 319,202 | 2,173,709 | 733,860 | 925,265 |
| Servicing assets recognized | 6,539 | 3,107 | 20,440 | 5,724 | 2,688 |
| Repurchase liabilities recognized | (939) | (382) | (3,034) | (1,720) | (299) |
| Total consideration | 701,797 | 321,927 | 2,191,115 | 737,864 | 927,654 |
| Aggregate unpaid principal balance and accrued interest of loans sold | 677,569 | 313,013 | 2,101,895 | 726,379 | 919,693 |
| Gain (loss) from loan sales | 24,228 | 8,914 | 89,220 | 11,485 | 7,961 |
| Personal loans | Loan Securitizations | |||||
| Securitization or Asset-backed Financing Arrangement, Financial Asset for which Transfer is Accounted as Sale [Line Items] | |||||
| Cash | 0 | 307,819 | 316,503 | 397,962 | 1,148,626 |
| Securitization investments | 0 | 20,961 | 20,961 | 111,556 | 82,056 |
| Deconsolidation of debt | 0 | 272,680 | 414,261 | 1,464,920 | 0 |
| Servicing assets recognized | 0 | 1,644 | 2,086 | 11,229 | 4,218 |
| Total consideration | 0 | 603,104 | 753,811 | 1,985,667 | 1,234,900 |
| Aggregate unpaid principal balance and accrued interest of loans sold | 0 | 561,223 | 708,346 | 1,906,757 | 1,213,929 |
| Gain (loss) from loan sales | 0 | 41,881 | 45,465 | 78,910 | 20,971 |
| Personal loans | Whole Loans | |||||
| Securitization or Asset-backed Financing Arrangement, Financial Asset for which Transfer is Accounted as Sale [Line Items] | |||||
| Cash | 811,252 | 499,095 | 1,285,689 | 2,316,771 | 2,196,881 |
| Servicing assets recognized | 6,003 | 4,096 | 8,429 | 31,138 | 22,789 |
| Repurchase liabilities recognized | (2,084) | (1,198) | (3,535) | (2,948) | (6,437) |
| Total consideration | 815,171 | 501,993 | 1,290,583 | 2,344,961 | 2,213,233 |
| Aggregate unpaid principal balance and accrued interest of loans sold | 782,529 | 481,328 | 1,238,474 | 2,257,223 | 2,250,943 |
| Gain (loss) from loan sales | $ 32,642 | $ 20,665 | $ 52,109 | $ 87,738 | $ (37,710) |
Transfers of Financial Assets - Unpaid Principal Balances of Transferred Loans (Details) - Social Finance, Inc. - Variable Interest Entity, Not Primary Beneficiary - USD ($) $ in Thousands |
3 Months Ended | 12 Months Ended | |
|---|---|---|---|
Mar. 31, 2021 |
Dec. 31, 2020 |
Dec. 31, 2019 |
|
| Securitization or Asset-backed Financing Arrangement, Financial Asset for which Transfer is Accounted as Sale [Line Items] | |||
| Total loans serviced | $ 19,712,769 | $ 20,079,529 | $ 20,929,093 |
| Servicing fees collected | 20,128 | 100,867 | 80,941 |
| Charge-offs, net of recoveries | 40,870 | 214,926 | 261,368 |
| Loans in repayment | |||
| Securitization or Asset-backed Financing Arrangement, Financial Asset for which Transfer is Accounted as Sale [Line Items] | |||
| Total loans serviced | 19,255,222 | 19,485,121 | 20,565,080 |
| Loans in-school/grace/deferment | |||
| Securitization or Asset-backed Financing Arrangement, Financial Asset for which Transfer is Accounted as Sale [Line Items] | |||
| Total loans serviced | 23,375 | 26,158 | 48,157 |
| Loans in forbearance | |||
| Securitization or Asset-backed Financing Arrangement, Financial Asset for which Transfer is Accounted as Sale [Line Items] | |||
| Total loans serviced | 273,587 | 357,693 | 69,689 |
| Loans in delinquency | |||
| Securitization or Asset-backed Financing Arrangement, Financial Asset for which Transfer is Accounted as Sale [Line Items] | |||
| Total loans serviced | 160,585 | 210,557 | 246,167 |
| Student loans | |||
| Securitization or Asset-backed Financing Arrangement, Financial Asset for which Transfer is Accounted as Sale [Line Items] | |||
| Total loans serviced | 11,740,730 | 12,452,943 | 13,328,009 |
| Servicing fees collected | 9,025 | 50,794 | 47,038 |
| Charge-offs, net of recoveries | 3,053 | 16,999 | 27,740 |
| Student loans | Loans in repayment | |||
| Securitization or Asset-backed Financing Arrangement, Financial Asset for which Transfer is Accounted as Sale [Line Items] | |||
| Total loans serviced | 11,428,130 | 12,059,702 | 13,119,596 |
| Student loans | Loans in-school/grace/deferment | |||
| Securitization or Asset-backed Financing Arrangement, Financial Asset for which Transfer is Accounted as Sale [Line Items] | |||
| Total loans serviced | 23,375 | 26,158 | 48,157 |
| Student loans | Loans in forbearance | |||
| Securitization or Asset-backed Financing Arrangement, Financial Asset for which Transfer is Accounted as Sale [Line Items] | |||
| Total loans serviced | 221,693 | 275,659 | 56,767 |
| Student loans | Loans in delinquency | |||
| Securitization or Asset-backed Financing Arrangement, Financial Asset for which Transfer is Accounted as Sale [Line Items] | |||
| Total loans serviced | 67,532 | 91,424 | 103,489 |
| Home loans | |||
| Securitization or Asset-backed Financing Arrangement, Financial Asset for which Transfer is Accounted as Sale [Line Items] | |||
| Total loans serviced | 3,110,930 | 2,683,865 | 1,294,291 |
| Servicing fees collected | 1,613 | 4,499 | 2,635 |
| Charge-offs, net of recoveries | 0 | 0 | 0 |
| Home loans | Loans in repayment | |||
| Securitization or Asset-backed Financing Arrangement, Financial Asset for which Transfer is Accounted as Sale [Line Items] | |||
| Total loans serviced | 3,075,495 | 2,629,015 | 1,292,171 |
| Home loans | Loans in-school/grace/deferment | |||
| Securitization or Asset-backed Financing Arrangement, Financial Asset for which Transfer is Accounted as Sale [Line Items] | |||
| Total loans serviced | 0 | 0 | 0 |
| Home loans | Loans in forbearance | |||
| Securitization or Asset-backed Financing Arrangement, Financial Asset for which Transfer is Accounted as Sale [Line Items] | |||
| Total loans serviced | 32,756 | 46,357 | 0 |
| Home loans | Loans in delinquency | |||
| Securitization or Asset-backed Financing Arrangement, Financial Asset for which Transfer is Accounted as Sale [Line Items] | |||
| Total loans serviced | 2,679 | 8,493 | 2,120 |
| Personal loans | |||
| Securitization or Asset-backed Financing Arrangement, Financial Asset for which Transfer is Accounted as Sale [Line Items] | |||
| Total loans serviced | 4,861,109 | 4,942,721 | 6,306,793 |
| Servicing fees collected | 9,490 | 45,574 | 31,268 |
| Charge-offs, net of recoveries | 37,817 | 197,927 | 233,628 |
| Personal loans | Loans in repayment | |||
| Securitization or Asset-backed Financing Arrangement, Financial Asset for which Transfer is Accounted as Sale [Line Items] | |||
| Total loans serviced | 4,751,597 | 4,796,404 | 6,153,313 |
| Personal loans | Loans in-school/grace/deferment | |||
| Securitization or Asset-backed Financing Arrangement, Financial Asset for which Transfer is Accounted as Sale [Line Items] | |||
| Total loans serviced | 0 | 0 | 0 |
| Personal loans | Loans in forbearance | |||
| Securitization or Asset-backed Financing Arrangement, Financial Asset for which Transfer is Accounted as Sale [Line Items] | |||
| Total loans serviced | 19,138 | 35,677 | 12,922 |
| Personal loans | Loans in delinquency | |||
| Securitization or Asset-backed Financing Arrangement, Financial Asset for which Transfer is Accounted as Sale [Line Items] | |||
| Total loans serviced | $ 90,374 | $ 110,640 | $ 140,558 |
Accounts Receivable - Allowance for Credit Losses (Details) - USD ($) $ in Thousands |
3 Months Ended | 12 Months Ended |
|---|---|---|
Mar. 31, 2021 |
Dec. 31, 2020 |
|
| Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
| Beginning balance | $ 562 | $ 0 |
| Provision for expected losses | 1,222 | 766 |
| Write-offs charged against the allowance | (778) | (204) |
| Recoveries collected | 87 | 0 |
| Ending balance | $ 919 | $ 562 |
Fair Value Measurements - Assets and Liabilities Measured on Recurring and Nonrecurring Basis (Details) - USD ($) |
Mar. 31, 2021 |
Dec. 31, 2020 |
Mar. 31, 2020 |
Dec. 31, 2019 |
Dec. 31, 2018 |
|||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Social Finance, Inc. | ||||||||||||
| Assets | ||||||||||||
| Loans receivable at fair value | $ 4,472,604,000 | $ 4,859,068,000 | $ 5,387,958,000 | |||||||||
| Servicing rights | 161,240,000 | 149,597,000 | $ 209,919,000 | 201,618,000 | $ 165,705,000 | |||||||
| Derivative assets | 7,505,000 | 0 | 960,000 | |||||||||
| Liabilities | ||||||||||||
| Residual interests classified as debt | 114,882,000 | [1] | 118,298,000 | [1],[2] | 271,778,000 | [2] | ||||||
| Derivative liabilities | 2,955,000 | 396,000 | ||||||||||
| Carrying Value | Social Finance, Inc. | ||||||||||||
| Assets | ||||||||||||
| Total assets | 5,829,708,000 | 6,872,880,000 | 6,944,730,000 | |||||||||
| Liabilities | ||||||||||||
| Total liabilities | 4,075,852,000 | 4,965,378,000 | 4,980,131,000 | |||||||||
| Fair Value | Social Finance, Inc. | ||||||||||||
| Assets | ||||||||||||
| Total assets | 5,829,708,000 | 6,872,880,000 | 6,944,730,000 | |||||||||
| Liabilities | ||||||||||||
| Total liabilities | 4,123,254,000 | 5,018,111,000 | 5,042,568,000 | |||||||||
| Fair Value | Fair Value, Recurring | Social Finance, Inc. | ||||||||||||
| Assets | ||||||||||||
| Loans receivable at fair value | 4,472,604,000 | 4,859,068,000 | 5,387,958,000 | |||||||||
| Level 1 | Fair Value, Recurring | ||||||||||||
| Assets | ||||||||||||
| Non-securitization investments | 805,037,070 | 805,017,218 | ||||||||||
| Level 1 | Carrying Value | Social Finance, Inc. | ||||||||||||
| Assets | ||||||||||||
| Cash and cash equivalents | 351,283,000 | 872,582,000 | 499,486,000 | |||||||||
| Restricted cash and restricted cash equivalents | 347,284,000 | 450,846,000 | 190,720,000 | |||||||||
| Level 1 | Carrying Value | Fair Value, Recurring | Social Finance, Inc. | ||||||||||||
| Assets | ||||||||||||
| Derivative assets | 2,248,000 | 0 | 1,105,000 | |||||||||
| Liabilities | ||||||||||||
| Derivative liabilities | 0 | 2,008,000 | 396,000 | |||||||||
| Level 1 | Carrying Value | Fair Value, Recurring | Social Finance, Inc. | ETFs | ||||||||||||
| Assets | ||||||||||||
| Non-securitization investments | 5,194,000 | 6,850,000 | 6,851,000 | |||||||||
| Liabilities | ||||||||||||
| Derivative liabilities | 3,667,000 | 5,241,000 | 0 | |||||||||
| Level 1 | Fair Value | Social Finance, Inc. | ||||||||||||
| Assets | ||||||||||||
| Cash and cash equivalents | 351,283,000 | 872,582,000 | 499,486,000 | |||||||||
| Restricted cash and restricted cash equivalents | 347,284,000 | 450,846,000 | 190,720,000 | |||||||||
| Level 1 | Fair Value | Fair Value, Recurring | Social Finance, Inc. | ||||||||||||
| Assets | ||||||||||||
| Derivative assets | 2,248,000 | 0 | 1,105,000 | |||||||||
| Liabilities | ||||||||||||
| Derivative liabilities | 0 | 2,008,000 | 396,000 | |||||||||
| Level 1 | Fair Value | Fair Value, Recurring | Social Finance, Inc. | ETFs | ||||||||||||
| Assets | ||||||||||||
| Non-securitization investments | 5,194,000 | 6,850,000 | 6,851,000 | |||||||||
| Liabilities | ||||||||||||
| Derivative liabilities | 3,667,000 | 5,241,000 | 0 | |||||||||
| Level 2 | Carrying Value | Social Finance, Inc. | ||||||||||||
| Liabilities | ||||||||||||
| Debt | 3,827,424,000 | 4,798,925,000 | 4,688,378,000 | |||||||||
| Level 2 | Carrying Value | Fair Value, Recurring | Social Finance, Inc. | Asset-backed bonds | ||||||||||||
| Assets | ||||||||||||
| Retained interests | 311,148,000 | 357,411,000 | 391,072,000 | |||||||||
| Level 2 | Carrying Value | Fair Value, Recurring | Social Finance, Inc. | Interest rate swaps | ||||||||||||
| Assets | ||||||||||||
| Derivative assets | 5,257,000 | 0 | ||||||||||
| Liabilities | ||||||||||||
| Derivative liabilities | 0 | 947,000 | 145,000 | |||||||||
| Level 2 | Fair Value | Social Finance, Inc. | ||||||||||||
| Liabilities | ||||||||||||
| Debt | 3,874,826,000 | 4,851,658,000 | 4,750,815,000 | |||||||||
| Level 2 | Fair Value | Fair Value, Recurring | Social Finance, Inc. | Asset-backed bonds | ||||||||||||
| Assets | ||||||||||||
| Retained interests | 311,148,000 | 357,411,000 | 391,072,000 | |||||||||
| Level 2 | Fair Value | Fair Value, Recurring | Social Finance, Inc. | Interest rate swaps | ||||||||||||
| Assets | ||||||||||||
| Derivative assets | 5,257,000 | 0 | ||||||||||
| Liabilities | ||||||||||||
| Derivative liabilities | 0 | 947,000 | 145,000 | |||||||||
| Level 3 | Carrying Value | Fair Value, Recurring | Social Finance, Inc. | ||||||||||||
| Assets | ||||||||||||
| Servicing rights | 161,240,000 | 149,597,000 | 201,618,000 | |||||||||
| Interest rate lock commitments | 7,118,000 | 15,620,000 | 1,090,000 | |||||||||
| Liabilities | ||||||||||||
| Warrant liabilities | 129,879,000 | 39,959,000 | 19,434,000 | |||||||||
| Level 3 | Carrying Value | Fair Value, Recurring | Social Finance, Inc. | Student loans | ||||||||||||
| Assets | ||||||||||||
| Loans receivable at fair value | 2,666,793,000 | 2,866,459,000 | 3,185,233,000 | |||||||||
| Level 3 | Carrying Value | Fair Value, Recurring | Social Finance, Inc. | Home loans | ||||||||||||
| Assets | ||||||||||||
| Loans receivable at fair value | 231,903,000 | 179,689,000 | 91,695,000 | |||||||||
| Level 3 | Carrying Value | Fair Value, Recurring | Social Finance, Inc. | Personal loans | ||||||||||||
| Assets | ||||||||||||
| Loans receivable at fair value | 1,573,908,000 | 1,812,920,000 | 2,111,030,000 | |||||||||
| Level 3 | Carrying Value | Fair Value, Recurring | Social Finance, Inc. | Credit card loans | ||||||||||||
| Assets | ||||||||||||
| Loans receivable at fair value | 14,224,000 | 3,723,000 | 0 | |||||||||
| Level 3 | Carrying Value | Fair Value, Recurring | Social Finance, Inc. | Commercial loan | ||||||||||||
| Assets | ||||||||||||
| Loans receivable at fair value | 0 | 16,512,000 | 0 | |||||||||
| Level 3 | Carrying Value | Fair Value, Recurring | Social Finance, Inc. | Residual investments | ||||||||||||
| Assets | ||||||||||||
| Retained interests | 150,961,000 | 139,524,000 | 262,880,000 | |||||||||
| Level 3 | Carrying Value | Fair Value, Recurring | Social Finance, Inc. | Residual interests classified as debt | ||||||||||||
| Liabilities | ||||||||||||
| Residual interests classified as debt | 114,882,000 | 118,298,000 | 271,778,000 | |||||||||
| Level 3 | Carrying Value | Fair Value, Nonrecurring | Social Finance, Inc. | Other | ||||||||||||
| Assets | ||||||||||||
| Non-securitization investments | 1,147,000 | 1,147,000 | 1,950,000 | |||||||||
| Level 3 | Fair Value | Fair Value, Recurring | Social Finance, Inc. | ||||||||||||
| Assets | ||||||||||||
| Servicing rights | 161,240,000 | 149,597,000 | 201,618,000 | |||||||||
| Interest rate lock commitments | 7,118,000 | 15,620,000 | 1,090,000 | |||||||||
| Liabilities | ||||||||||||
| Warrant liabilities | 129,879,000 | 39,959,000 | 19,434,000 | |||||||||
| Level 3 | Fair Value | Fair Value, Recurring | Social Finance, Inc. | Student loans | ||||||||||||
| Assets | ||||||||||||
| Loans receivable at fair value | 2,666,793,000 | 2,866,459,000 | 3,185,233,000 | |||||||||
| Level 3 | Fair Value | Fair Value, Recurring | Social Finance, Inc. | Home loans | ||||||||||||
| Assets | ||||||||||||
| Loans receivable at fair value | 231,903,000 | 179,689,000 | 91,695,000 | |||||||||
| Level 3 | Fair Value | Fair Value, Recurring | Social Finance, Inc. | Personal loans | ||||||||||||
| Assets | ||||||||||||
| Loans receivable at fair value | 1,573,908,000 | 1,812,920,000 | 2,111,030,000 | |||||||||
| Level 3 | Fair Value | Fair Value, Recurring | Social Finance, Inc. | Credit card loans | ||||||||||||
| Assets | ||||||||||||
| Loans receivable at fair value | 14,224,000 | 3,723,000 | 0 | |||||||||
| Level 3 | Fair Value | Fair Value, Recurring | Social Finance, Inc. | Commercial loan | ||||||||||||
| Assets | ||||||||||||
| Loans receivable at fair value | 0 | 16,512,000 | 0 | |||||||||
| Level 3 | Fair Value | Fair Value, Recurring | Social Finance, Inc. | Residual investments | ||||||||||||
| Assets | ||||||||||||
| Retained interests | 150,961,000 | 139,524,000 | 262,880,000 | |||||||||
| Level 3 | Fair Value | Fair Value, Recurring | Social Finance, Inc. | Residual interests classified as debt | ||||||||||||
| Liabilities | ||||||||||||
| Residual interests classified as debt | 114,882,000 | 118,298,000 | 271,778,000 | |||||||||
| Level 3 | Fair Value | Fair Value, Nonrecurring | Social Finance, Inc. | Other | ||||||||||||
| Assets | ||||||||||||
| Non-securitization investments | $ 1,147,000 | $ 1,147,000 | $ 1,950,000 | |||||||||
| ||||||||||||
Fair Value Measurements - Valuation Inputs and Assumptions (Details) - Social Finance, Inc. |
Mar. 31, 2021 |
Dec. 31, 2020 |
Dec. 31, 2019 |
|---|---|---|---|
| Conditional prepayment rate | Minimum | |||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
| Asset-backed bonds | 0.188 | 0.188 | 0.147 |
| Residual investments | 0.193 | 0.188 | 0.147 |
| Residual interests classified as debt | 0.187 | 0.195 | 0.149 |
| Conditional prepayment rate | Maximum | |||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
| Asset-backed bonds | 0.282 | 0.219 | 0.188 |
| Residual investments | 0.306 | 0.223 | 0.244 |
| Residual interests classified as debt | 0.337 | 0.248 | 0.215 |
| Conditional prepayment rate | Weighted Average | |||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
| Residual investments | 0.229 | 0.202 | 0.167 |
| Residual interests classified as debt | 0.263 | 0.214 | 0.178 |
| Annual default rate | Minimum | |||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
| Residual investments | 0.003 | 0.003 | 0.002 |
| Residual interests classified as debt | 0.004 | 0.004 | 0.003 |
| Annual default rate | Maximum | |||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
| Residual investments | 0.062 | 0.062 | 0.067 |
| Residual interests classified as debt | 0.063 | 0.064 | 0.069 |
| Annual default rate | Weighted Average | |||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
| Residual investments | 0.006 | 0.007 | 0.009 |
| Residual interests classified as debt | 0.032 | 0.031 | 0.041 |
| Discount rate | Minimum | |||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
| Asset-backed bonds | 0.007 | 0.008 | 0.020 |
| Residual investments | 0.026 | 0.030 | 0.039 |
| Residual interests classified as debt | 0.073 | 0.085 | 0.078 |
| Discount rate | Maximum | |||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
| Asset-backed bonds | 0.036 | 0.040 | 0.057 |
| Residual investments | 0.150 | 0.185 | 0.131 |
| Residual interests classified as debt | 0.150 | 0.180 | 0.120 |
| Discount rate | Weighted Average | |||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
| Residual investments | 0.049 | 0.062 | 0.054 |
| Residual interests classified as debt | 0.091 | 0.108 | 0.102 |
| Loan funding probability | Minimum | |||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
| Interest rate lock commitments | 0.641 | 0.545 | 0.500 |
| Loan funding probability | Maximum | |||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
| Interest rate lock commitments | 0.641 | 0.545 | 0.500 |
| Loan funding probability | Weighted Average | |||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
| Interest rate lock commitments | 0.641 | 0.545 | 0.500 |
| Student loans | Market servicing costs | Minimum | |||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
| Servicing rights | 0.001 | 0.001 | 0.001 |
| Student loans | Market servicing costs | Maximum | |||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
| Servicing rights | 0.002 | 0.002 | 0.001 |
| Student loans | Market servicing costs | Weighted Average | |||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
| Servicing rights | 0.001 | 0.001 | 0.001 |
| Student loans | Conditional prepayment rate | Minimum | |||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
| Loans | 0.173 | 0.158 | 0.141 |
| Servicing rights | 0.136 | 0.138 | 0.103 |
| Student loans | Conditional prepayment rate | Maximum | |||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
| Loans | 0.278 | 0.333 | 0.342 |
| Servicing rights | 0.264 | 0.247 | 0.394 |
| Student loans | Conditional prepayment rate | Weighted Average | |||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
| Loans | 0.197 | 0.184 | 0.186 |
| Servicing rights | 0.210 | 0.187 | 0.144 |
| Student loans | Annual default rate | Minimum | |||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
| Loans | 0.002 | 0.002 | 0.002 |
| Servicing rights | 0.002 | 0.002 | 0.001 |
| Student loans | Annual default rate | Maximum | |||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
| Loans | 0.035 | 0.049 | 0.057 |
| Servicing rights | 0.047 | 0.048 | 0.053 |
| Student loans | Annual default rate | Weighted Average | |||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
| Loans | 0.004 | 0.004 | 0.003 |
| Servicing rights | 0.004 | 0.004 | 0.003 |
| Student loans | Discount rate | Minimum | |||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
| Loans | 0.015 | 0.011 | 0.025 |
| Servicing rights | 0.073 | 0.073 | 0.073 |
| Student loans | Discount rate | Maximum | |||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
| Loans | 0.071 | 0.071 | 0.062 |
| Servicing rights | 0.073 | 0.073 | 0.073 |
| Student loans | Discount rate | Weighted Average | |||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
| Loans | 0.033 | 0.033 | 0.041 |
| Servicing rights | 0.073 | 0.073 | 0.073 |
| Home loans | Market servicing costs | Minimum | |||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
| Servicing rights | 0.001 | 0.001 | 0.001 |
| Home loans | Market servicing costs | Maximum | |||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
| Servicing rights | 0.001 | 0.001 | 0.001 |
| Home loans | Market servicing costs | Weighted Average | |||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
| Servicing rights | 0.001 | 0.001 | 0.001 |
| Home loans | Conditional prepayment rate | Minimum | |||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
| Loans | 0.038 | 0.044 | 0.071 |
| Servicing rights | 0.086 | 0.139 | 0.059 |
| Home loans | Conditional prepayment rate | Maximum | |||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
| Loans | 0.116 | 0.176 | 0.115 |
| Servicing rights | 0.175 | 0.203 | 0.100 |
| Home loans | Conditional prepayment rate | Weighted Average | |||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
| Loans | 0.098 | 0.149 | 0.083 |
| Servicing rights | 0.111 | 0.165 | 0.075 |
| Home loans | Annual default rate | Minimum | |||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
| Loans | 0.001 | 0.001 | 0.002 |
| Servicing rights | 0.001 | 0.001 | 0.001 |
| Home loans | Annual default rate | Maximum | |||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
| Loans | 0.042 | 0.049 | 0.079 |
| Servicing rights | 0.006 | 0.001 | 0.004 |
| Home loans | Annual default rate | Weighted Average | |||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
| Loans | 0.001 | 0.001 | 0.002 |
| Servicing rights | 0.001 | 0.001 | 0.002 |
| Home loans | Discount rate | Minimum | |||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
| Loans | 0.022 | 0.013 | 0.032 |
| Servicing rights | 0.095 | 0.100 | 0.102 |
| Home loans | Discount rate | Maximum | |||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
| Loans | 0.120 | 0.100 | 0.112 |
| Servicing rights | 0.095 | 0.100 | 0.104 |
| Home loans | Discount rate | Weighted Average | |||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
| Loans | 0.024 | 0.016 | 0.035 |
| Servicing rights | 0.095 | 0.100 | 0.103 |
| Personal loans | Market servicing costs | Minimum | |||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
| Servicing rights | 0.002 | 0.002 | 0.002 |
| Personal loans | Market servicing costs | Maximum | |||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
| Servicing rights | 0.008 | 0.007 | 0.005 |
| Personal loans | Market servicing costs | Weighted Average | |||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
| Servicing rights | 0.003 | 0.003 | 0.003 |
| Personal loans | Conditional prepayment rate | Minimum | |||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
| Loans | 0.159 | 0.145 | 0.121 |
| Servicing rights | 0.202 | 0.162 | 0.152 |
| Personal loans | Conditional prepayment rate | Maximum | |||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
| Loans | 0.316 | 0.232 | 0.174 |
| Servicing rights | 0.346 | 0.261 | 0.202 |
| Personal loans | Conditional prepayment rate | Weighted Average | |||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
| Loans | 0.213 | 0.181 | 0.157 |
| Servicing rights | 0.249 | 0.191 | 0.158 |
| Personal loans | Annual default rate | Minimum | |||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
| Loans | 0.033 | 0.033 | 0.043 |
| Servicing rights | 0.031 | 0.031 | 0.046 |
| Personal loans | Annual default rate | Maximum | |||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
| Loans | 0.361 | 0.338 | 0.292 |
| Servicing rights | 0.077 | 0.075 | 0.110 |
| Personal loans | Annual default rate | Weighted Average | |||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
| Loans | 0.041 | 0.042 | 0.055 |
| Servicing rights | 0.053 | 0.055 | 0.058 |
| Personal loans | Discount rate | Minimum | |||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
| Loans | 0.046 | 0.050 | 0.045 |
| Servicing rights | 0.073 | 0.073 | 0.073 |
| Personal loans | Discount rate | Maximum | |||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
| Loans | 0.095 | 0.107 | 0.083 |
| Servicing rights | 0.073 | 0.073 | 0.073 |
| Personal loans | Discount rate | Weighted Average | |||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
| Loans | 0.055 | 0.060 | 0.060 |
| Servicing rights | 0.073 | 0.073 | 0.073 |
Fair Value Measurements - Sensitivity Analysis for Servicing Rights (Details) - Social Finance, Inc. - USD ($) $ in Thousands |
Mar. 31, 2021 |
Dec. 31, 2020 |
Dec. 31, 2019 |
|---|---|---|---|
| Market servicing costs | |||
| 2.5 basis points increase | $ (10,096) | $ (10,472) | $ (12,177) |
| 5.0 basis points increase | (20,192) | (20,944) | (24,345) |
| Conditional prepayment rate | |||
| 10% increase | (6,624) | (5,430) | (5,477) |
| 20% increase | (13,232) | (10,230) | (10,591) |
| Annual default rate | |||
| 10% increase | (230) | (336) | (723) |
| 20% increase | (452) | (681) | (1,489) |
| Discount rate | |||
| 100 basis points increase | (3,480) | (2,986) | (3,839) |
| 200 basis points increase | $ (6,772) | $ (5,820) | $ (7,474) |
Fair Value Measurements - Servicing Rights at Fair Value (Details) - Social Finance, Inc. - USD ($) $ in Thousands |
3 Months Ended | 12 Months Ended | ||
|---|---|---|---|---|
Mar. 31, 2021 |
Mar. 31, 2020 |
Dec. 31, 2020 |
Dec. 31, 2019 |
|
| Servicing Asset at Fair Value, Amount [Roll Forward] | ||||
| Servicing rights, beginning balance | $ 149,597 | $ 201,618 | $ 201,618 | $ 165,705 |
| Recognition of servicing from transfers of financial assets | 46,131 | 26,732 | 76,592 | 112,062 |
| Derecognition of servicing via loan purchases | (221) | (13,858) | (208) | |
| Change in valuation inputs or other assumptions | (12,109) | 7,059 | (17,459) | 8,487 |
| Realization of expected cash flows and other changes | (22,379) | (25,269) | (97,296) | (84,428) |
| Servicing rights, ending balance | 161,240 | 209,919 | 149,597 | 201,618 |
| Student loans | ||||
| Servicing Asset at Fair Value, Amount [Roll Forward] | ||||
| Servicing rights, beginning balance | 100,637 | 138,582 | 138,582 | 122,075 |
| Recognition of servicing from transfers of financial assets | 33,589 | 17,885 | 45,637 | 63,971 |
| Derecognition of servicing via loan purchases | (221) | (12,924) | (208) | |
| Change in valuation inputs or other assumptions | (15,728) | 4,581 | (20,168) | 233 |
| Realization of expected cash flows and other changes | (12,160) | (13,037) | (50,490) | (47,489) |
| Servicing rights, ending balance | 106,338 | 147,790 | 100,637 | 138,582 |
| Home loans | ||||
| Servicing Asset at Fair Value, Amount [Roll Forward] | ||||
| Servicing rights, beginning balance | 23,914 | 13,181 | 13,181 | 8,623 |
| Recognition of servicing from transfers of financial assets | 6,539 | 3,107 | 20,440 | 5,724 |
| Derecognition of servicing via loan purchases | 0 | 0 | 0 | |
| Change in valuation inputs or other assumptions | 3,329 | (957) | (5,056) | 1,482 |
| Realization of expected cash flows and other changes | (1,744) | (891) | (4,651) | (2,648) |
| Servicing rights, ending balance | 32,038 | 14,440 | 23,914 | 13,181 |
| Personal loans | ||||
| Servicing Asset at Fair Value, Amount [Roll Forward] | ||||
| Servicing rights, beginning balance | 25,046 | 49,855 | 49,855 | 35,007 |
| Recognition of servicing from transfers of financial assets | 6,003 | 5,740 | 10,515 | 42,367 |
| Derecognition of servicing via loan purchases | 0 | (934) | 0 | |
| Change in valuation inputs or other assumptions | 290 | 3,435 | 7,765 | 6,772 |
| Realization of expected cash flows and other changes | (8,475) | (11,341) | (42,155) | (34,291) |
| Servicing rights, ending balance | $ 22,864 | $ 47,689 | $ 25,046 | $ 49,855 |
Fair Value Measurements - Residual Investments and Residual Interests Rollforward (Details) - Fair Value, Recurring - Social Finance, Inc. - USD ($) $ in Thousands |
3 Months Ended | 12 Months Ended | ||
|---|---|---|---|---|
Mar. 31, 2021 |
Mar. 31, 2020 |
Dec. 31, 2020 |
Dec. 31, 2019 |
|
| Residual Investments | ||||
| Beginning balance | $ 4,859,068 | $ 5,387,958 | $ 5,387,958 | $ 7,211,989 |
| Ending balance | 4,472,604 | 4,673,203 | 4,859,068 | 5,387,958 |
| Residual Interests Classified as Debt | ||||
| Sales of residual investments | 2,393,167 | 3,346,447 | 8,167,445 | 9,382,124 |
| Residual Investments | ||||
| Residual Investments | ||||
| Beginning balance | 139,524 | 262,880 | 262,880 | 135,142 |
| Additions | 26,381 | 9,408 | 10,708 | 171,061 |
| Change in valuation inputs or other assumptions | 3,497 | (1,074) | 9,702 | 6,384 |
| Payments | (18,441) | (22,523) | (96,505) | (49,707) |
| Transfers | (47,261) | |||
| Ending balance | 150,961 | 248,691 | 139,524 | 262,880 |
| Residual Interests Classified as Debt | ||||
| Sales of residual investments | 8,400 | |||
| Residual Interests Classified as Debt | ||||
| Residual Interests Classified as Debt | ||||
| Beginning balance | 118,298 | 271,778 | 271,778 | 444,846 |
| Additions | 0 | 0 | 0 | 116,906 |
| Change in valuation inputs or other assumptions | 7,951 | 14,936 | 38,216 | 17,157 |
| Payments | (11,367) | (28,579) | (89,978) | (209,203) |
| Transfers | 0 | |||
| Derecognition upon achieving true sale accounting treatment | (72,026) | (101,718) | (97,928) | |
| Ending balance | $ 114,882 | $ 186,109 | $ 118,298 | $ 271,778 |
Fair Value Measurements - Instrument-Specific Credit Risk (Details) - Social Finance, Inc. - USD ($) $ in Thousands |
3 Months Ended | 12 Months Ended | |||
|---|---|---|---|---|---|
Mar. 31, 2021 |
Mar. 31, 2020 |
Dec. 31, 2020 |
Dec. 31, 2019 |
Dec. 31, 2018 |
|
| Loans | |||||
| Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
| Changes in fair value of financial instruments using the fair value option | $ 108,105 | $ 157,401 | $ 133,294 | $ 195,917 | $ 342,886 |
| Residual investments | |||||
| Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
| Changes in fair value of financial instruments using the fair value option | $ 6,160 | $ 17,675 | $ 8,127 | $ 19,102 | $ 14,760 |
Fair Value Measurements - Interest Rate Lock Commitments Rollforward (Details) - Social Finance, Inc. - USD ($) $ in Thousands |
3 Months Ended | 12 Months Ended | ||||
|---|---|---|---|---|---|---|
Mar. 31, 2021 |
Jun. 30, 2020 |
Mar. 31, 2020 |
Dec. 31, 2020 |
Dec. 31, 2019 |
Dec. 31, 2018 |
|
| Residual Investments | ||||||
| Impairment charge | $ 30 | $ 803 | $ 0 | $ 803 | $ 2,205 | $ 500 |
| Fair Value, Recurring | ||||||
| Residual Investments | ||||||
| Beginning balance | 4,859,068 | 4,673,203 | 5,387,958 | 5,387,958 | 7,211,989 | |
| Ending balance | 4,472,604 | 4,673,203 | 4,859,068 | 5,387,958 | 7,211,989 | |
| Fair Value, Recurring | Interest Rate Lock Commitments | ||||||
| Residual Investments | ||||||
| Beginning balance | 15,620 | $ 11,831 | 1,090 | 1,090 | 174 | |
| Revaluation adjustments | 7,118 | 11,831 | 62,528 | 3,635 | ||
| Funded loans | (10,210) | (572) | (27,321) | (1,677) | ||
| Unfunded loans | (5,410) | (518) | (20,677) | (1,042) | ||
| Ending balance | $ 7,118 | $ 11,831 | $ 15,620 | $ 1,090 | $ 174 | |
Debt - Schedule of Debt (Details) - Social Finance, Inc. - USD ($) $ in Thousands |
3 Months Ended | 12 Months Ended | |
|---|---|---|---|
Mar. 31, 2021 |
Dec. 31, 2020 |
Dec. 31, 2019 |
|
| Debt Instrument [Line Items] | |||
| Outstanding | $ 3,854,283 | $ 4,830,137 | $ 4,726,904 |
| Weighted average effective interest rate | 318.00% | 4.12% | |
| Less: unamortized debt issuance costs and discounts | (26,859) | $ (31,212) | $ (38,526) |
| Total reported debt | 3,827,424 | 4,798,925 | 4,688,378 |
| Debt discounts issued | 0 | 2,953 | 1,431 |
| Amount not available for general borrowing purposes to secure letter of credit | 9,300 | 9,300 | 9,400 |
| Student Loan Securitizations | |||
| Debt Instrument [Line Items] | |||
| Collateral Balances | 772,681 | 888,057 | |
| Outstanding | 710,072 | 800,139 | 1,254,067 |
| Unamortized debt issuance costs | (5,376) | (5,958) | (8,914) |
| Unamortized discount | (1,499) | $ (1,654) | $ (2,404) |
| Weighted average effective interest rate | 3.22% | 4.39% | |
| Personal Loan Securitizations | |||
| Debt Instrument [Line Items] | |||
| Collateral Balances | 474,741 | $ 593,466 | |
| Outstanding | 360,361 | 462,224 | $ 1,304,881 |
| Unamortized debt issuance costs | (2,565) | (3,057) | (7,476) |
| Unamortized discount | $ (1,550) | $ (2,872) | $ (544) |
| Weighted average effective interest rate | 4.47% | 4.09% | |
| Minimum | |||
| Debt Instrument [Line Items] | |||
| Unused commitment fee percentage | 0.00% | 0.00% | |
| Maximum | |||
| Debt Instrument [Line Items] | |||
| Unused commitment fee percentage | 2.00% | 2.00% | |
| Student Loan Warehouse Facilities | Warehouse Facilities | |||
| Debt Instrument [Line Items] | |||
| Collateral Balances | $ 1,458,616 | $ 1,695,074 | |
| Total Capacity | 3,125,000 | 3,525,000 | |
| Outstanding | 1,329,479 | 1,537,754 | $ 1,004,784 |
| Unamortized debt issuance costs | (6,602) | $ (7,940) | $ (6,100) |
| Weighted average effective interest rate | 2.29% | 3.92% | |
| Personal Loan Warehouse Facilities | Warehouse Facilities | |||
| Debt Instrument [Line Items] | |||
| Collateral Balances | 662,689 | $ 968,175 | |
| Total Capacity | 2,650,000 | 2,750,000 | |
| Outstanding | 566,093 | 858,402 | $ 358,199 |
| Unamortized debt issuance costs | (6,257) | $ (6,692) | $ (9,516) |
| Weighted average effective interest rate | 3.63% | 4.83% | |
| Home Loan Warehouse Facilities | Warehouse Facilities | |||
| Debt Instrument [Line Items] | |||
| Collateral Balances | 0 | $ 0 | |
| Total Capacity | 150,000 | 150,000 | |
| Outstanding | 0 | 0 | $ 32,366 |
| Unamortized debt issuance costs | 0 | $ 0 | $ (29) |
| Weighted average effective interest rate | 0.00% | 4.26% | |
| Risk Retention Warehouse Facilities | Warehouse Facilities | |||
| Debt Instrument [Line Items] | |||
| Collateral Balances | 508,466 | $ 558,840 | |
| Outstanding | 398,513 | 431,243 | $ 611,607 |
| Unamortized debt issuance costs | (2,114) | $ (2,052) | $ (2,198) |
| Weighted average effective interest rate | 2.24% | 3.82% | |
| SoFi Funding I | Student Loan Warehouse Facilities | Warehouse Facilities | |||
| Debt Instrument [Line Items] | |||
| Collateral Balances | 216,858 | $ 421,356 | |
| Total Capacity | 200,000 | 600,000 | |
| Outstanding | 192,804 | 374,575 | $ 152,008 |
| SoFi Funding III | Student Loan Warehouse Facilities | Warehouse Facilities | |||
| Debt Instrument [Line Items] | |||
| Collateral Balances | 37,655 | 33,425 | |
| Total Capacity | 75,000 | 75,000 | |
| Outstanding | 33,489 | 30,170 | 13,104 |
| SoFi Funding V | Student Loan Warehouse Facilities | Warehouse Facilities | |||
| Debt Instrument [Line Items] | |||
| Collateral Balances | 241,614 | 0 | |
| Total Capacity | 350,000 | 350,000 | |
| Outstanding | 220,550 | 0 | 143,501 |
| SoFi Funding VI | Student Loan Warehouse Facilities | Warehouse Facilities | |||
| Debt Instrument [Line Items] | |||
| Collateral Balances | 288,394 | 469,660 | |
| Total Capacity | 600,000 | 600,000 | |
| Outstanding | 266,452 | 432,437 | 88,791 |
| SoFi Funding VII | Student Loan Warehouse Facilities | Warehouse Facilities | |||
| Debt Instrument [Line Items] | |||
| Collateral Balances | 272,325 | 303,140 | |
| Total Capacity | 500,000 | 500,000 | |
| Outstanding | 251,409 | 276,910 | 251,731 |
| SoFi Funding VIII | Student Loan Warehouse Facilities | Warehouse Facilities | |||
| Debt Instrument [Line Items] | |||
| Collateral Balances | 189,776 | 242,142 | |
| Total Capacity | 300,000 | 300,000 | |
| Outstanding | 175,112 | 221,342 | 151,007 |
| SoFi Funding IX | Student Loan Warehouse Facilities | Warehouse Facilities | |||
| Debt Instrument [Line Items] | |||
| Collateral Balances | 6,909 | 76,535 | |
| Total Capacity | 500,000 | 500,000 | |
| Outstanding | 6,344 | 70,780 | 204,642 |
| SoFi Funding X | Student Loan Warehouse Facilities | Warehouse Facilities | |||
| Debt Instrument [Line Items] | |||
| Collateral Balances | 52,043 | 50,291 | |
| Total Capacity | 100,000 | 100,000 | |
| Outstanding | 45,193 | 44,136 | 0 |
| SoFi Funding XI | Student Loan Warehouse Facilities | Warehouse Facilities | |||
| Debt Instrument [Line Items] | |||
| Collateral Balances | 153,042 | 98,525 | |
| Total Capacity | 500,000 | 500,000 | |
| Outstanding | 138,126 | 87,404 | 0 |
| SoFi Funding PL I | Personal Loan Warehouse Facilities | Warehouse Facilities | |||
| Debt Instrument [Line Items] | |||
| Collateral Balances | 108,598 | 0 | |
| Total Capacity | 250,000 | 250,000 | |
| Outstanding | 90,954 | 0 | 0 |
| SoFi Funding PL II | Personal Loan Warehouse Facilities | Warehouse Facilities | |||
| Debt Instrument [Line Items] | |||
| Collateral Balances | 2,269 | 148,123 | |
| Total Capacity | 400,000 | 400,000 | |
| Outstanding | 2,199 | 137,420 | 0 |
| SoFi Funding PL III | Personal Loan Warehouse Facilities | Warehouse Facilities | |||
| Debt Instrument [Line Items] | |||
| Collateral Balances | 64,724 | 3,538 | |
| Total Capacity | 250,000 | 250,000 | |
| Outstanding | 55,684 | 2,793 | 95,833 |
| SoFi Funding PL IV | Personal Loan Warehouse Facilities | Warehouse Facilities | |||
| Debt Instrument [Line Items] | |||
| Collateral Balances | 12,464 | 147,991 | |
| Total Capacity | 500,000 | 500,000 | |
| Outstanding | 11,517 | 132,416 | 152,041 |
| SoFi Funding PL VI | Personal Loan Warehouse Facilities | Warehouse Facilities | |||
| Debt Instrument [Line Items] | |||
| Collateral Balances | 16,693 | 122,482 | |
| Total Capacity | 50,000 | 150,000 | |
| Outstanding | 14,734 | 107,595 | 0 |
| SoFi Funding PL VII | Personal Loan Warehouse Facilities | Warehouse Facilities | |||
| Debt Instrument [Line Items] | |||
| Collateral Balances | 0 | 18,898 | |
| Total Capacity | 250,000 | 250,000 | |
| Outstanding | 0 | 15,610 | 0 |
| SoFi Funding PL IX | Personal Loan Warehouse Facilities | Warehouse Facilities | |||
| Debt Instrument [Line Items] | |||
| Collateral Balances | 0 | ||
| Total Capacity | 0 | ||
| Outstanding | 0 | 110,325 | |
| SoFi Funding PL X | Personal Loan Warehouse Facilities | Warehouse Facilities | |||
| Debt Instrument [Line Items] | |||
| Collateral Balances | 182,003 | 3,598 | |
| Total Capacity | 200,000 | 200,000 | |
| Outstanding | 151,856 | 3,004 | 0 |
| SoFi Funding PL XI | Personal Loan Warehouse Facilities | Warehouse Facilities | |||
| Debt Instrument [Line Items] | |||
| Collateral Balances | 111,966 | 129,543 | |
| Total Capacity | 200,000 | 200,000 | |
| Outstanding | 95,644 | 112,478 | 0 |
| SoFi Funding PL XII | Personal Loan Warehouse Facilities | Warehouse Facilities | |||
| Debt Instrument [Line Items] | |||
| Collateral Balances | 4,915 | 139,194 | |
| Total Capacity | 250,000 | 250,000 | |
| Outstanding | 4,683 | 127,724 | 0 |
| SoFi Funding PL XIII | Personal Loan Warehouse Facilities | Warehouse Facilities | |||
| Debt Instrument [Line Items] | |||
| Collateral Balances | 159,057 | 254,808 | |
| Total Capacity | 300,000 | 300,000 | |
| Outstanding | 138,822 | 219,362 | 0 |
| Mortgage Warehouse V | Home Loan Warehouse Facilities | Warehouse Facilities | |||
| Debt Instrument [Line Items] | |||
| Collateral Balances | 0 | 0 | |
| Total Capacity | 150,000 | 150,000 | |
| Outstanding | 0 | 0 | 32,366 |
| SoFi RR Funding I | Risk Retention Warehouse Facilities | Warehouse Facilities | |||
| Debt Instrument [Line Items] | |||
| Collateral Balances | 0 | 84,312 | |
| Total Capacity | 250,000 | 250,000 | |
| Outstanding | 0 | 54,304 | 174,006 |
| SoFi RR Repo | Risk Retention Warehouse Facilities | Warehouse Facilities | |||
| Debt Instrument [Line Items] | |||
| Collateral Balances | 115,880 | 133,953 | |
| Total Capacity | 192,141 | 192,141 | |
| Outstanding | 62,335 | 75,863 | 124,064 |
| SoFi EU RR Repo | Risk Retention Warehouse Facilities | Warehouse Facilities | |||
| Debt Instrument [Line Items] | |||
| Collateral Balances | 0 | 0 | |
| Outstanding | 0 | 0 | 70,272 |
| SoFi C RR Repo | Risk Retention Warehouse Facilities | Warehouse Facilities | |||
| Debt Instrument [Line Items] | |||
| Collateral Balances | 40,970 | 49,260 | |
| Outstanding | 35,613 | 42,757 | 75,439 |
| SoFi RR Funding II | Risk Retention Warehouse Facilities | Warehouse Facilities | |||
| Debt Instrument [Line Items] | |||
| Collateral Balances | 156,826 | 179,468 | |
| Outstanding | 140,524 | 160,199 | 167,826 |
| SoFi RR Funding III | Risk Retention Warehouse Facilities | Warehouse Facilities | |||
| Debt Instrument [Line Items] | |||
| Collateral Balances | 60,316 | 68,538 | |
| Outstanding | 53,781 | 60,786 | 0 |
| SoFi RR Funding IV | Risk Retention Warehouse Facilities | Warehouse Facilities | |||
| Debt Instrument [Line Items] | |||
| Collateral Balances | 63,472 | 43,309 | |
| Total Capacity | 100,000 | 100,000 | |
| Outstanding | 54,713 | 37,334 | 0 |
| SoFi RR Funding V | Risk Retention Warehouse Facilities | Warehouse Facilities | |||
| Debt Instrument [Line Items] | |||
| Collateral Balances | $ 71,002 | ||
| Interest Rate | 2.98% | ||
| Outstanding | $ 51,547 | 0 | |
| SoFi PLP 2016-B LLC | Student Loan Securitizations | |||
| Debt Instrument [Line Items] | |||
| Collateral Balances | 66,970 | 78,173 | |
| Outstanding | 60,670 | 69,448 | 109,333 |
| SoFi PLP 2016-C LLC | Student Loan Securitizations | |||
| Debt Instrument [Line Items] | |||
| Collateral Balances | 78,820 | 90,628 | |
| Outstanding | 71,382 | 81,115 | 128,858 |
| SoFi PLP 2016-D LLC | Student Loan Securitizations | |||
| Debt Instrument [Line Items] | |||
| Collateral Balances | 94,883 | 106,421 | |
| Outstanding | 86,060 | 93,942 | 145,272 |
| SoFi PLP 2016-E LLC | Student Loan Securitizations | |||
| Debt Instrument [Line Items] | |||
| Collateral Balances | 113,104 | 130,056 | |
| Outstanding | 104,315 | 117,800 | 187,872 |
| SoFi PLP 2017-A LLC | Student Loan Securitizations | |||
| Debt Instrument [Line Items] | |||
| Collateral Balances | 140,444 | 161,082 | |
| Outstanding | 129,483 | 146,064 | 221,873 |
| SoFi PLP 2017-B LLC | Student Loan Securitizations | |||
| Debt Instrument [Line Items] | |||
| Collateral Balances | 122,595 | 142,903 | |
| Outstanding | $ 114,124 | $ 129,873 | 208,459 |
| SoFi PLP 2017-B LLC | Minimum | Student Loan Securitizations | |||
| Debt Instrument [Line Items] | |||
| Interest Rate | 1.83% | 1.83% | |
| SoFi PLP 2017-B LLC | Maximum | Student Loan Securitizations | |||
| Debt Instrument [Line Items] | |||
| Interest Rate | 4.44% | 4.44% | |
| SoFi PLP 2017-C LLC | Student Loan Securitizations | |||
| Debt Instrument [Line Items] | |||
| Collateral Balances | $ 155,865 | $ 178,794 | |
| Outstanding | 144,038 | 161,897 | 252,400 |
| SoFi CLP 2016-1 LLC | Personal Loan Securitizations | |||
| Debt Instrument [Line Items] | |||
| Collateral Balances | $ 38,807 | $ 49,199 | |
| Interest Rate | 3.26% | 3.26% | |
| Outstanding | $ 25,273 | $ 36,546 | 78,223 |
| SoFi CLP 2016-2 LLC | Personal Loan Securitizations | |||
| Debt Instrument [Line Items] | |||
| Collateral Balances | 38,052 | 49,641 | |
| Outstanding | $ 26,060 | $ 37,973 | 90,229 |
| SoFi CLP 2016-2 LLC | Minimum | Personal Loan Securitizations | |||
| Debt Instrument [Line Items] | |||
| Interest Rate | 3.09% | 3.09% | |
| SoFi CLP 2016-2 LLC | Maximum | Personal Loan Securitizations | |||
| Debt Instrument [Line Items] | |||
| Interest Rate | 4.77% | 4.77% | |
| SoFi CLP 2016-3 LLC | Personal Loan Securitizations | |||
| Debt Instrument [Line Items] | |||
| Collateral Balances | $ 55,606 | $ 69,955 | |
| Outstanding | $ 15,839 | $ 30,780 | 110,175 |
| SoFi CLP 2016-3 LLC | Minimum | Personal Loan Securitizations | |||
| Debt Instrument [Line Items] | |||
| Interest Rate | 3.05% | 3.05% | |
| SoFi CLP 2016-3 LLC | Maximum | Personal Loan Securitizations | |||
| Debt Instrument [Line Items] | |||
| Interest Rate | 4.49% | 4.49% | |
| SoFi CLP 2017-1 LLC | Personal Loan Securitizations | |||
| Debt Instrument [Line Items] | |||
| Collateral Balances | $ 0 | ||
| Outstanding | $ 0 | 139,098 | |
| SoFi CLP 2017-1 LLC | Minimum | Personal Loan Securitizations | |||
| Debt Instrument [Line Items] | |||
| Interest Rate | 3.28% | ||
| SoFi CLP 2017-1 LLC | Maximum | Personal Loan Securitizations | |||
| Debt Instrument [Line Items] | |||
| Interest Rate | 4.73% | ||
| SoFi CLP 2017-2 LLC | Personal Loan Securitizations | |||
| Debt Instrument [Line Items] | |||
| Collateral Balances | $ 0 | ||
| Outstanding | $ 0 | 89,365 | |
| SoFi CLP 2017-2 LLC | Minimum | Personal Loan Securitizations | |||
| Debt Instrument [Line Items] | |||
| Interest Rate | 3.28% | ||
| SoFi CLP 2017-2 LLC | Maximum | Personal Loan Securitizations | |||
| Debt Instrument [Line Items] | |||
| Interest Rate | 4.73% | ||
| SoFi CLP 2017-3 LLC | Personal Loan Securitizations | |||
| Debt Instrument [Line Items] | |||
| Collateral Balances | $ 0 | ||
| Outstanding | $ 0 | 166,177 | |
| SoFi CLP 2017-3 LLC | Minimum | Personal Loan Securitizations | |||
| Debt Instrument [Line Items] | |||
| Interest Rate | 2.77% | ||
| SoFi CLP 2017-3 LLC | Maximum | Personal Loan Securitizations | |||
| Debt Instrument [Line Items] | |||
| Interest Rate | 3.85% | ||
| SoFi CLP 2018-3 LLC | Personal Loan Securitizations | |||
| Debt Instrument [Line Items] | |||
| Collateral Balances | $ 156,036 | $ 188,461 | |
| Outstanding | $ 136,484 | $ 163,784 | 292,146 |
| SoFi CLP 2018-3 LLC | Minimum | Personal Loan Securitizations | |||
| Debt Instrument [Line Items] | |||
| Interest Rate | 3.20% | 3.20% | |
| SoFi CLP 2018-3 LLC | Maximum | Personal Loan Securitizations | |||
| Debt Instrument [Line Items] | |||
| Interest Rate | 4.67% | 4.67% | |
| SoFi CLP 2018-4 LLC | Personal Loan Securitizations | |||
| Debt Instrument [Line Items] | |||
| Collateral Balances | $ 177,428 | $ 212,940 | |
| Outstanding | $ 154,623 | $ 184,831 | 326,295 |
| SoFi CLP 2018-4 LLC | Minimum | Personal Loan Securitizations | |||
| Debt Instrument [Line Items] | |||
| Interest Rate | 3.54% | 3.54% | |
| SoFi CLP 2018-4 LLC | Maximum | Personal Loan Securitizations | |||
| Debt Instrument [Line Items] | |||
| Interest Rate | 4.76% | 4.76% | |
| SoFi CLP 2018-3 Repack LLC | Personal Loan Securitizations | |||
| Debt Instrument [Line Items] | |||
| Collateral Balances | $ 0 | $ 10,495 | |
| Interest Rate | 2.00% | 2.00% | |
| Outstanding | $ 0 | $ 2,457 | 4,708 |
| SoFi CLP 2018-4 Repack LLC | Personal Loan Securitizations | |||
| Debt Instrument [Line Items] | |||
| Collateral Balances | $ 8,812 | $ 12,775 | |
| Interest Rate | 2.00% | 2.00% | |
| Outstanding | $ 2,082 | $ 5,853 | 8,465 |
| SoFi Corporate Revolver | Revolving Credit Facility | |||
| Debt Instrument [Line Items] | |||
| Amount not available for general borrowing purposes to secure letter of credit | 6,000 | ||
| SoFi Corporate Revolver | Revolving Credit Facility | Revolving Credit Facility | |||
| Debt Instrument [Line Items] | |||
| Total Capacity | 560,000 | 560,000 | |
| Outstanding | 486,000 | 486,000 | 161,000 |
| Unamortized debt issuance costs | (896) | $ (987) | $ (1,345) |
| Weighted average effective interest rate | 1.26% | 3.03% | |
| Seller Note | Notes | |||
| Debt Instrument [Line Items] | |||
| Outstanding | 0 | $ 250,000 | $ 0 |
| Unamortized discount | $ 0 | $ 0 | |
| Weighted average effective interest rate | 10.00% | 0.00% | |
| Other Financing Notes | Notes | |||
| Debt Instrument [Line Items] | |||
| Outstanding | $ 3,765 | $ 4,375 | $ 0 |
| Unamortized debt issuance costs | $ 0 | $ 0 | |
| Weighted average effective interest rate | 3.64% | 0.00% | |
| LIBOR | SoFi Funding I | Student Loan Warehouse Facilities | Warehouse Facilities | |||
| Debt Instrument [Line Items] | |||
| Incremental interest rate | 1.25% | 1.75% | |
| LIBOR | SoFi Funding V | Student Loan Warehouse Facilities | Warehouse Facilities | |||
| Debt Instrument [Line Items] | |||
| Incremental interest rate | 1.35% | 2.50% | |
| LIBOR | SoFi Funding VI | Student Loan Warehouse Facilities | Warehouse Facilities | |||
| Debt Instrument [Line Items] | |||
| Incremental interest rate | 1.50% | 1.50% | |
| LIBOR | SoFi Funding VII | Student Loan Warehouse Facilities | Warehouse Facilities | |||
| Debt Instrument [Line Items] | |||
| Incremental interest rate | 1.25% | 1.25% | |
| LIBOR | SoFi Funding VIII | Student Loan Warehouse Facilities | Warehouse Facilities | |||
| Debt Instrument [Line Items] | |||
| Incremental interest rate | 1.15% | 1.50% | |
| LIBOR | SoFi Funding IX | Student Loan Warehouse Facilities | Warehouse Facilities | |||
| Debt Instrument [Line Items] | |||
| Incremental interest rate | 3.50% | 3.50% | |
| LIBOR | SoFi Funding PL I | Personal Loan Warehouse Facilities | Warehouse Facilities | |||
| Debt Instrument [Line Items] | |||
| Incremental interest rate | 1.375% | 3.50% | |
| LIBOR | SoFi Funding PL II | Personal Loan Warehouse Facilities | Warehouse Facilities | |||
| Debt Instrument [Line Items] | |||
| Incremental interest rate | 2.25% | 2.25% | |
| LIBOR | SoFi Funding PL III | Personal Loan Warehouse Facilities | Warehouse Facilities | |||
| Debt Instrument [Line Items] | |||
| Incremental interest rate | 1.75% | 3.25% | |
| LIBOR | SoFi Funding PL VI | Personal Loan Warehouse Facilities | Warehouse Facilities | |||
| Debt Instrument [Line Items] | |||
| Incremental interest rate | 1.70% | 2.00% | |
| LIBOR | SoFi Funding PL VII | Personal Loan Warehouse Facilities | Warehouse Facilities | |||
| Debt Instrument [Line Items] | |||
| Incremental interest rate | 2.50% | 2.50% | |
| LIBOR | SoFi Funding PL IX | Personal Loan Warehouse Facilities | Warehouse Facilities | |||
| Debt Instrument [Line Items] | |||
| Incremental interest rate | 2.00% | ||
| LIBOR | SoFi Funding PL X | Personal Loan Warehouse Facilities | Warehouse Facilities | |||
| Debt Instrument [Line Items] | |||
| Incremental interest rate | 1.425% | 1.425% | |
| LIBOR | SoFi Funding PL XI | Personal Loan Warehouse Facilities | Warehouse Facilities | |||
| Debt Instrument [Line Items] | |||
| Incremental interest rate | 1.70% | 1.70% | |
| LIBOR | SoFi Funding PL XII | Personal Loan Warehouse Facilities | Minimum | Warehouse Facilities | |||
| Debt Instrument [Line Items] | |||
| Incremental interest rate | 2.25% | 2.25% | |
| LIBOR | SoFi Funding PL XII | Personal Loan Warehouse Facilities | Maximum | Warehouse Facilities | |||
| Debt Instrument [Line Items] | |||
| Incremental interest rate | 3.15% | 3.15% | |
| LIBOR | SoFi Funding PL XIII | Personal Loan Warehouse Facilities | Warehouse Facilities | |||
| Debt Instrument [Line Items] | |||
| Incremental interest rate | 1.75% | 1.75% | |
| LIBOR | Mortgage Warehouse V | Home Loan Warehouse Facilities | Warehouse Facilities | |||
| Debt Instrument [Line Items] | |||
| Incremental interest rate | 3.25% | 3.25% | |
| LIBOR | SoFi RR Funding I | Risk Retention Warehouse Facilities | Warehouse Facilities | |||
| Debt Instrument [Line Items] | |||
| Incremental interest rate | 2.00% | 2.00% | |
| LIBOR | SoFi RR Repo | Risk Retention Warehouse Facilities | Warehouse Facilities | |||
| Debt Instrument [Line Items] | |||
| Incremental interest rate | 1.85% | 1.85% | |
| LIBOR | SoFi EU RR Repo | Risk Retention Warehouse Facilities | Warehouse Facilities | |||
| Debt Instrument [Line Items] | |||
| Incremental interest rate | 4.25% | 4.25% | |
| LIBOR | SoFi C RR Repo | Risk Retention Warehouse Facilities | Minimum | Warehouse Facilities | |||
| Debt Instrument [Line Items] | |||
| Incremental interest rate | 1.80% | 1.80% | |
| LIBOR | SoFi C RR Repo | Risk Retention Warehouse Facilities | Maximum | Warehouse Facilities | |||
| Debt Instrument [Line Items] | |||
| Incremental interest rate | 1.85% | 1.85% | |
| LIBOR | SoFi RR Funding II | Risk Retention Warehouse Facilities | Warehouse Facilities | |||
| Debt Instrument [Line Items] | |||
| Incremental interest rate | 1.25% | 1.25% | |
| LIBOR | SoFi RR Funding III | Risk Retention Warehouse Facilities | Warehouse Facilities | |||
| Debt Instrument [Line Items] | |||
| Incremental interest rate | 3.75% | 3.75% | |
| LIBOR | SoFi RR Funding IV | Risk Retention Warehouse Facilities | Warehouse Facilities | |||
| Debt Instrument [Line Items] | |||
| Incremental interest rate | 2.50% | 2.50% | |
| LIBOR | SoFi PLP 2016-B LLC | Minimum | Student Loan Securitizations | |||
| Debt Instrument [Line Items] | |||
| Incremental interest rate | 1.20% | 1.20% | |
| LIBOR | SoFi PLP 2016-B LLC | Maximum | Student Loan Securitizations | |||
| Debt Instrument [Line Items] | |||
| Incremental interest rate | 3.80% | 3.80% | |
| LIBOR | SoFi PLP 2016-C LLC | Minimum | Student Loan Securitizations | |||
| Debt Instrument [Line Items] | |||
| Incremental interest rate | 1.10% | 1.10% | |
| LIBOR | SoFi PLP 2016-C LLC | Maximum | Student Loan Securitizations | |||
| Debt Instrument [Line Items] | |||
| Incremental interest rate | 3.35% | 3.35% | |
| LIBOR | SoFi PLP 2016-D LLC | Minimum | Student Loan Securitizations | |||
| Debt Instrument [Line Items] | |||
| Incremental interest rate | 0.95% | 0.95% | |
| LIBOR | SoFi PLP 2016-D LLC | Maximum | Student Loan Securitizations | |||
| Debt Instrument [Line Items] | |||
| Incremental interest rate | 3.23% | 3.23% | |
| LIBOR | SoFi PLP 2016-E LLC | Minimum | Student Loan Securitizations | |||
| Debt Instrument [Line Items] | |||
| Incremental interest rate | 0.85% | 0.85% | |
| LIBOR | SoFi PLP 2016-E LLC | Maximum | Student Loan Securitizations | |||
| Debt Instrument [Line Items] | |||
| Incremental interest rate | 4.43% | 4.43% | |
| LIBOR | SoFi PLP 2017-A LLC | Minimum | Student Loan Securitizations | |||
| Debt Instrument [Line Items] | |||
| Incremental interest rate | 0.70% | 0.70% | |
| LIBOR | SoFi PLP 2017-A LLC | Maximum | Student Loan Securitizations | |||
| Debt Instrument [Line Items] | |||
| Incremental interest rate | 4.43% | 4.43% | |
| LIBOR | SoFi PLP 2017-C LLC | Minimum | Student Loan Securitizations | |||
| Debt Instrument [Line Items] | |||
| Incremental interest rate | 0.60% | 0.60% | |
| LIBOR | SoFi PLP 2017-C LLC | Maximum | Student Loan Securitizations | |||
| Debt Instrument [Line Items] | |||
| Incremental interest rate | 4.21% | 4.21% | |
| LIBOR | SoFi Corporate Revolver | Revolving Credit Facility | Revolving Credit Facility | |||
| Debt Instrument [Line Items] | |||
| Incremental interest rate | 1.00% | 1.00% | |
| LIBOR | Seller Note | Notes | |||
| Debt Instrument [Line Items] | |||
| Interest Rate | 10.00% | 10.00% | |
| LIBOR | Other Financing Notes | Minimum | Notes | |||
| Debt Instrument [Line Items] | |||
| Interest Rate | 3.31% | 3.31% | |
| LIBOR | Other Financing Notes | Maximum | Notes | |||
| Debt Instrument [Line Items] | |||
| Interest Rate | 5.57% | 5.57% | |
| Prime Rate | SoFi Funding III | Minimum | |||
| Debt Instrument [Line Items] | |||
| Incremental interest rate | 3.09% | 3.09% | |
| Prime Rate | SoFi Funding III | Student Loan Warehouse Facilities | Warehouse Facilities | |||
| Debt Instrument [Line Items] | |||
| Incremental interest rate | 1.34% | 1.34% | |
| Commercial Paper Rate | SoFi Funding IX | |||
| Debt Instrument [Line Items] | |||
| Incremental interest rate | 0.22% | 0.25% | |
| Commercial Paper Rate | SoFi Funding IX | Student Loan Warehouse Facilities | Warehouse Facilities | |||
| Debt Instrument [Line Items] | |||
| Incremental interest rate | 1.43% | 1.43% | |
| Commercial Paper Rate | SoFi Funding X | |||
| Debt Instrument [Line Items] | |||
| Incremental interest rate | 0.26% | 0.28% | |
| Commercial Paper Rate | SoFi Funding X | Student Loan Warehouse Facilities | Warehouse Facilities | |||
| Debt Instrument [Line Items] | |||
| Incremental interest rate | 2.00% | 2.00% | |
| Commercial Paper Rate | SoFi Funding XI | |||
| Debt Instrument [Line Items] | |||
| Incremental interest rate | 0.22% | 0.25% | |
| Commercial Paper Rate | SoFi Funding XI | Student Loan Warehouse Facilities | Warehouse Facilities | |||
| Debt Instrument [Line Items] | |||
| Incremental interest rate | 1.15% | 1.15% | |
| Commercial Paper Rate | SoFi Funding PL I | |||
| Debt Instrument [Line Items] | |||
| Incremental interest rate | 0.12% | ||
| Commercial Paper Rate | SoFi Funding PL IV | |||
| Debt Instrument [Line Items] | |||
| Incremental interest rate | 0.22% | 0.25% | |
| Commercial Paper Rate | SoFi Funding PL IV | Personal Loan Warehouse Facilities | Warehouse Facilities | |||
| Debt Instrument [Line Items] | |||
| Incremental interest rate | 1.70% | 1.70% | |
| Commercial Paper Rate | SoFi Funding PL VI | |||
| Debt Instrument [Line Items] | |||
| Incremental interest rate | 0.22% | ||
Debt - Narrative (Details) - Social Finance, Inc. $ in Thousands |
1 Months Ended | 3 Months Ended | 12 Months Ended | ||
|---|---|---|---|---|---|
|
May 31, 2019
USD ($)
loan
|
Mar. 31, 2021
USD ($)
loan
|
Dec. 31, 2020
USD ($)
loan
|
Dec. 31, 2019
USD ($)
loan
|
May 14, 2020
USD ($)
|
|
| Debt Instrument [Line Items] | |||||
| Principal amount | $ 3,854,283 | $ 4,830,137 | $ 4,726,904 | ||
| Accrued interest payable | $ 2,856 | $ 19,817 | $ 5,872 | ||
| Loan Warehouse Facilities | |||||
| Debt Instrument [Line Items] | |||||
| Number of new loans opened | loan | 3 | 4 | |||
| Face amount | $ 900,000 | $ 650,000 | |||
| Number of loans closed | loan | 2 | 2 | |||
| Aggregate maximum available capacity of closed loans | $ 225,000 | $ 147,000 | |||
| Risk Retention Warehouse Facilities | |||||
| Debt Instrument [Line Items] | |||||
| Number of new loans opened | loan | 1 | 2 | |||
| Student Loan Securitizations | |||||
| Debt Instrument [Line Items] | |||||
| Number of loans consolidated | loan | 1 | ||||
| Value of consolidated loans | $ 458,375 | ||||
| Value of deconsolidated loans | 458,375 | ||||
| Personal Loan Securitizations | |||||
| Debt Instrument [Line Items] | |||||
| Number of loans consolidated | loan | 8 | ||||
| Value of consolidated loans | $ 1,739,106 | ||||
| Value of deconsolidated loans | $ 312,543 | $ 1,366,992 | |||
| Number of loans deconsolidated | loan | 3 | 6 | |||
| Number of loans called and dissolved | loan | 1 | ||||
| Retirement of debt | $ 23,205 | ||||
| Seller Note | Revolving Credit Facility | |||||
| Debt Instrument [Line Items] | |||||
| Retirement of debt | $ 269,900 | ||||
| Principal repayments | 250,000 | ||||
| Payments for accrued interest | $ 19,864 | ||||
| Seller Note | Galileo Financial Technologies, Inc. | |||||
| Debt Instrument [Line Items] | |||||
| Principal amount | $ 250,000 | $ 250,000 | |||
Debt - Maturities of Borrowings (Details) - Social Finance, Inc. - USD ($) $ in Thousands |
Mar. 31, 2021 |
Dec. 31, 2020 |
Dec. 31, 2019 |
|---|---|---|---|
| Debt Instrument [Line Items] | |||
| Total reported debt | $ 3,827,424 | $ 4,798,925 | $ 4,688,378 |
| Revolving Credit Facility, Seller Note and Other Financing Notes | |||
| Debt Instrument [Line Items] | |||
| 2021 | 252,420 | ||
| 2022 | 1,809 | ||
| 2023 | 486,146 | ||
| 2024 | 0 | ||
| 2025 | 0 | ||
| Thereafter | 0 | ||
| Total reported debt | $ 740,375 |
Temporary Equity - Schedule of Temporary Equity (Details) - $ / shares |
Mar. 31, 2021 |
Dec. 31, 2020 |
Jul. 09, 2020 |
Mar. 31, 2020 |
Dec. 31, 2019 |
Dec. 31, 2018 |
Dec. 31, 2017 |
|---|---|---|---|---|---|---|---|
| Temporary Equity [Line Items] | |||||||
| Redeemable preferred stock, shares outstanding (in shares) | 61,301,540 | 67,342,389 | 0 | ||||
| Social Finance, Inc. | |||||||
| Temporary Equity [Line Items] | |||||||
| Redeemable preferred stock, shares authorized (in shares) | 311,842,666 | 311,842,666 | 254,842,666 | ||||
| Redeemable preferred stock, shares outstanding (in shares) | 256,459,941 | 256,459,941 | 218,814,230 | 218,814,230 | 199,355,696 | 199,355,696 | |
| Social Finance, Inc. | Series 1 | |||||||
| Temporary Equity [Line Items] | |||||||
| Redeemable preferred stock, original issuance price (in dollars per share) | $ 100.00 | $ 100.00 | |||||
| Redeemable preferred stock, shares authorized (in shares) | 4,500,000 | 4,500,000 | 4,500,000 | ||||
| Redeemable preferred stock, shares outstanding (in shares) | 3,234,000 | 3,234,000 | 3,234,000 | ||||
| Social Finance, Inc. | Series A | |||||||
| Temporary Equity [Line Items] | |||||||
| Redeemable preferred stock, original issuance price (in dollars per share) | $ 0.20 | $ 0.20 | |||||
| Redeemable preferred stock, shares authorized (in shares) | 19,687,500 | 19,687,500 | 19,687,500 | ||||
| Redeemable preferred stock, shares outstanding (in shares) | 19,687,500 | 19,687,500 | 19,687,500 | ||||
| Social Finance, Inc. | Series B | |||||||
| Temporary Equity [Line Items] | |||||||
| Redeemable preferred stock, original issuance price (in dollars per share) | $ 2.20 | $ 2.20 | |||||
| Redeemable preferred stock, shares authorized (in shares) | 37,252,051 | 37,252,051 | 37,252,051 | ||||
| Redeemable preferred stock, shares outstanding (in shares) | 26,693,795 | 26,693,795 | 37,252,051 | ||||
| Social Finance, Inc. | Series C | |||||||
| Temporary Equity [Line Items] | |||||||
| Redeemable preferred stock, shares authorized (in shares) | 2,209,991 | 2,209,991 | 2,209,991 | ||||
| Redeemable preferred stock, shares outstanding (in shares) | 2,038,643 | 2,038,643 | 2,038,643 | ||||
| Social Finance, Inc. | Series C | Minimum | |||||||
| Temporary Equity [Line Items] | |||||||
| Redeemable preferred stock, original issuance price (in dollars per share) | $ 2.20 | $ 2.20 | |||||
| Social Finance, Inc. | Series C | Maximum | |||||||
| Temporary Equity [Line Items] | |||||||
| Redeemable preferred stock, original issuance price (in dollars per share) | 3.05 | 3.05 | |||||
| Social Finance, Inc. | Series D | |||||||
| Temporary Equity [Line Items] | |||||||
| Redeemable preferred stock, original issuance price (in dollars per share) | $ 3.45 | $ 3.45 | |||||
| Redeemable preferred stock, shares authorized (in shares) | 23,411,503 | 23,411,503 | 23,411,503 | ||||
| Redeemable preferred stock, shares outstanding (in shares) | 22,369,041 | 22,369,041 | 23,411,503 | ||||
| Social Finance, Inc. | Series E | |||||||
| Temporary Equity [Line Items] | |||||||
| Redeemable preferred stock, original issuance price (in dollars per share) | $ 9.46 | $ 9.46 | |||||
| Redeemable preferred stock, shares authorized (in shares) | 24,483,290 | 24,483,290 | 24,483,290 | ||||
| Redeemable preferred stock, shares outstanding (in shares) | 24,262,476 | 24,262,476 | 24,483,290 | ||||
| Social Finance, Inc. | Series F | |||||||
| Temporary Equity [Line Items] | |||||||
| Redeemable preferred stock, original issuance price (in dollars per share) | $ 15.78 | $ 15.78 | |||||
| Redeemable preferred stock, shares authorized (in shares) | 63,386,220 | 63,386,220 | 63,386,220 | ||||
| Redeemable preferred stock, shares outstanding (in shares) | 60,110,165 | 60,110,165 | 63,386,220 | ||||
| Social Finance, Inc. | Series G | |||||||
| Temporary Equity [Line Items] | |||||||
| Redeemable preferred stock, original issuance price (in dollars per share) | $ 17.18 | $ 17.18 | |||||
| Redeemable preferred stock, shares authorized (in shares) | 29,096,495 | 29,096,495 | 29,096,495 | ||||
| Redeemable preferred stock, shares outstanding (in shares) | 29,096,489 | 29,096,489 | 29,096,489 | ||||
| Social Finance, Inc. | Series H | |||||||
| Temporary Equity [Line Items] | |||||||
| Redeemable preferred stock, original issuance price (in dollars per share) | $ 15.44 | $ 15.44 | |||||
| Redeemable preferred stock, shares authorized (in shares) | 50,815,616 | 50,815,616 | 50,815,616 | ||||
| Redeemable preferred stock, shares outstanding (in shares) | 16,224,534 | 16,224,534 | 16,224,534 | ||||
| Social Finance, Inc. | Series H-1 | |||||||
| Temporary Equity [Line Items] | |||||||
| Redeemable preferred stock, original issuance price (in dollars per share) | $ 15.44 | $ 15.44 | |||||
| Redeemable preferred stock, shares authorized (in shares) | 57,000,000 | 57,000,000 | 0 | ||||
| Redeemable preferred stock, shares outstanding (in shares) | 52,743,298 | 52,743,298 | 0 |
Temporary Equity - Narrative (Details) - Social Finance, Inc. - USD ($) $ / shares in Units, $ in Thousands |
1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
May 29, 2019 |
Dec. 31, 2020 |
May 31, 2020 |
Oct. 31, 2019 |
May 31, 2019 |
Mar. 31, 2021 |
Dec. 31, 2020 |
Dec. 31, 2019 |
May 29, 2020 |
Mar. 31, 2020 |
|
| Temporary Equity [Line Items] | ||||||||||
| Number of shares called and redeemed (in shares) | 15,097,587 | |||||||||
| Value of shares called and redeemed | $ 80,201 | |||||||||
| Issuance of redeemable preferred stock (in shares) | 52,743,298 | 19,458,534 | ||||||||
| Issuance of redeemable preferred stock | $ 814,156 | $ 551,577 | ||||||||
| Preferred stock issuance costs | $ 2,400 | |||||||||
| Dividends payable | $ 0 | $ 9,968 | $ 0 | |||||||
| Warrant To Purchase Series H Redeemable Preferred Stock | ||||||||||
| Temporary Equity [Line Items] | ||||||||||
| Number of warrants issued | 6,983,585 | |||||||||
| Initial Public Offering | ||||||||||
| Temporary Equity [Line Items] | ||||||||||
| Sale of stock, price per share (in dollars per share) | $ 19.30 | |||||||||
| Special Payment Offering | ||||||||||
| Temporary Equity [Line Items] | ||||||||||
| Sale of stock, price per share (in dollars per share) | $ 15.44 | |||||||||
| Redeemable Preferred Stock | ||||||||||
| Temporary Equity [Line Items] | ||||||||||
| Number of shares called and redeemed (in shares) | 15,097,587 | 15,097,587 | ||||||||
| Value of shares called and redeemed | $ 80,201 | |||||||||
| Issuance of redeemable preferred stock | $ 539,000 | |||||||||
| Preferred stock issuance costs | $ 2,400 | |||||||||
| Series B | ||||||||||
| Temporary Equity [Line Items] | ||||||||||
| Number of shares called and redeemed (in shares) | 10,558,256 | |||||||||
| Redeemable preferred stock, original issuance price (in dollars per share) | $ 2.20 | $ 2.20 | $ 2.20 | |||||||
| Dividend rate (in dollars per share) | 0.18 | 0.18 | $ 0.18 | |||||||
| Series D | ||||||||||
| Temporary Equity [Line Items] | ||||||||||
| Number of shares called and redeemed (in shares) | 1,042,462 | |||||||||
| Redeemable preferred stock, original issuance price (in dollars per share) | $ 3.45 | 3.45 | 3.45 | |||||||
| Dividend rate (in dollars per share) | 0.28 | 0.28 | 0.28 | |||||||
| Series E | ||||||||||
| Temporary Equity [Line Items] | ||||||||||
| Number of shares called and redeemed (in shares) | 220,814 | |||||||||
| Redeemable preferred stock, original issuance price (in dollars per share) | $ 9.46 | 9.46 | 9.46 | |||||||
| Dividend rate (in dollars per share) | 0.76 | 0.76 | 0.76 | |||||||
| Series F | ||||||||||
| Temporary Equity [Line Items] | ||||||||||
| Number of shares called and redeemed (in shares) | 3,276,055 | |||||||||
| Redeemable preferred stock, original issuance price (in dollars per share) | $ 15.78 | 15.78 | 15.78 | |||||||
| Dividend rate (in dollars per share) | $ 1.26 | $ 1.26 | 1.26 | |||||||
| Shares outstanding required to elect board member (in shares) | 7,000,000 | 7,000,000 | 7,000,000 | |||||||
| Series H-1 | ||||||||||
| Temporary Equity [Line Items] | ||||||||||
| Redeemable preferred stock, original issuance price (in dollars per share) | $ 15.44 | $ 15.44 | $ 15.44 | |||||||
| Dividend rate (in dollars per share) | 1.23 | 1.23 | 0 | |||||||
| Series H-1 | Galileo Financial Technologies, Inc. | ||||||||||
| Temporary Equity [Line Items] | ||||||||||
| Issuance of redeemable preferred stock (in shares) | 52,743,298,000 | |||||||||
| Issuance of redeemable preferred stock | $ 814,156 | |||||||||
| Series H | ||||||||||
| Temporary Equity [Line Items] | ||||||||||
| Issuance of redeemable preferred stock (in shares) | 2,257,365 | 13,967,169 | ||||||||
| Issuance of redeemable preferred stock | $ 193,900 | $ 34,800 | ||||||||
| Redeemable preferred stock, original issuance price (in dollars per share) | $ 15.44 | 15.44 | 15.44 | |||||||
| Dividend rate (in dollars per share) | $ 1.23 | $ 1.23 | 1.23 | |||||||
| Shares outstanding required to elect board member (in shares) | 1,396,717 | 1,396,717 | 1,396,717 | |||||||
| Proceeds allocated from issuance of warrants | 22,300 | |||||||||
| Series 1 | ||||||||||
| Temporary Equity [Line Items] | ||||||||||
| Issuance of redeemable preferred stock (in shares) | 3,234,000 | |||||||||
| Issuance of redeemable preferred stock | $ 320,400 | |||||||||
| Temporary equity, redemption value | $ 323,400 | $ 323,400 | $ 323,400 | |||||||
| Special distribution | $ 21,200 | |||||||||
| Redeemable preferred stock, original issuance price (in dollars per share) | $ 100.00 | $ 100.00 | $ 100.00 | |||||||
| Dividend rate (in dollars per share) | $ 12.50 | $ 12.50 | $ 12.50 | |||||||
| Temporary equity, dividend rate percentage | 12.50% | |||||||||
| Temporary equity, dividend rate spread percentage | 9.94% | |||||||||
| Dividends payable | $ 0 | $ 9,968 | $ 0 | $ 0 | $ 10,106 | |||||
| Temporary equity, dividend rate subject to default spread percentage | 4.00% | |||||||||
| Proceeds allocated from issuance of warrants | $ 22,300 | |||||||||
| Series 1 | Dividend Paid | ||||||||||
| Temporary Equity [Line Items] | ||||||||||
| Dividends declared and paid | $ 40,536 | $ 23,923 | ||||||||
| Series 1 | Initial Public Offering | Minimum | ||||||||||
| Temporary Equity [Line Items] | ||||||||||
| Sale of stock, price per share (in dollars per share) | $ 17.06 | $ 17.06 | $ 17.06 | |||||||
| Aggregate gross proceeds (not less than) | $ 100,000 | $ 100,000 | ||||||||
| Series C | ||||||||||
| Temporary Equity [Line Items] | ||||||||||
| Temporary equity, conversion price (in dollars per share) | $ 1.00 | $ 1.00 | ||||||||
| Series C | Minimum | ||||||||||
| Temporary Equity [Line Items] | ||||||||||
| Redeemable preferred stock, original issuance price (in dollars per share) | $ 2.20 | $ 2.20 | $ 2.20 | |||||||
| Series A and B Redeemable Preferred Stock | ||||||||||
| Temporary Equity [Line Items] | ||||||||||
| Shares outstanding required to elect board member (in shares) | 14,000,000 | 14,000,000 | 14,000,000 | |||||||
| Series D and E Redeemable Preferred Stock | ||||||||||
| Temporary Equity [Line Items] | ||||||||||
| Shares outstanding required to elect board member (in shares) | 14,000,000 | 14,000,000 | 14,000,000 | |||||||
| Series G | ||||||||||
| Temporary Equity [Line Items] | ||||||||||
| Redeemable preferred stock, original issuance price (in dollars per share) | $ 17.18 | $ 17.18 | $ 17.18 | |||||||
| Dividend rate (in dollars per share) | $ 1.37 | $ 1.37 | $ 1.37 | |||||||
| Shares outstanding required to elect board member (in shares) | 3,000,000 | 3,000,000 | 3,000,000 | |||||||
| Series 1 and Series H Redeemable Preferred Stock | ||||||||||
| Temporary Equity [Line Items] | ||||||||||
| Issuance of redeemable preferred stock | 539,000 | |||||||||
| Proceeds from issuance, remaining amount allocated | $ 514,300 | |||||||||
| Common Stock | Common Stock Transaction | ||||||||||
| Temporary Equity [Line Items] | ||||||||||
| Sale of stock, price per share (in dollars per share) | $ 18.43 | $ 18.43 | ||||||||
Temporary Equity - Schedule of Dividends, Conversion Prices and Liquidation Preferences (Details) - Social Finance, Inc. - USD ($) $ / shares in Units, $ in Thousands |
3 Months Ended | 12 Months Ended | ||
|---|---|---|---|---|
May 29, 2019 |
Mar. 31, 2021 |
Dec. 31, 2020 |
Dec. 31, 2019 |
|
| Temporary Equity [Line Items] | ||||
| Redemption amount | $ 3,210,470 | $ 3,210,470 | $ 2,476,891 | |
| Series 1 | ||||
| Temporary Equity [Line Items] | ||||
| Dividend rate (in dollars per share) | $ 12.50 | $ 12.50 | $ 12.50 | |
| Redemption amount | $ 323,400 | $ 323,400 | $ 323,400 | |
| Series A | ||||
| Temporary Equity [Line Items] | ||||
| Dividend rate (in dollars per share) | $ 0.02 | $ 0.02 | $ 0.02 | |
| Conversion price (in dollars per share) | $ 0.20 | $ 0.20 | $ 0.20 | |
| Redemption amount | $ 3,938 | $ 3,938 | $ 3,938 | |
| Series B | ||||
| Temporary Equity [Line Items] | ||||
| Dividend rate (in dollars per share) | $ 0.18 | $ 0.18 | $ 0.18 | |
| Conversion price (in dollars per share) | $ 2.20 | $ 2.20 | $ 2.20 | |
| Redemption amount | $ 58,668 | $ 58,668 | $ 81,873 | |
| Series C | ||||
| Temporary Equity [Line Items] | ||||
| Conversion price (in dollars per share) | $ 1.00 | $ 1.00 | $ 1.00 | |
| Redemption amount | $ 4,837 | $ 4,837 | $ 4,837 | |
| Series D | ||||
| Temporary Equity [Line Items] | ||||
| Dividend rate (in dollars per share) | $ 0.28 | $ 0.28 | $ 0.28 | |
| Conversion price (in dollars per share) | $ 3.45 | $ 3.45 | $ 3.45 | |
| Redemption amount | $ 77,240 | $ 77,240 | $ 80,840 | |
| Series E | ||||
| Temporary Equity [Line Items] | ||||
| Dividend rate (in dollars per share) | $ 0.76 | $ 0.76 | $ 0.76 | |
| Conversion price (in dollars per share) | $ 9.46 | $ 9.46 | $ 9.46 | |
| Redemption amount | $ 229,470 | $ 229,470 | $ 231,558 | |
| Series F | ||||
| Temporary Equity [Line Items] | ||||
| Dividend rate (in dollars per share) | $ 1.26 | $ 1.26 | $ 1.26 | |
| Conversion price (in dollars per share) | $ 15.75 | $ 15.75 | $ 15.75 | |
| Redemption amount | $ 948,316 | $ 948,316 | $ 1,000,000 | |
| Series G | ||||
| Temporary Equity [Line Items] | ||||
| Dividend rate (in dollars per share) | $ 1.37 | $ 1.37 | $ 1.37 | |
| Conversion price (in dollars per share) | $ 17.06 | $ 17.06 | $ 17.06 | |
| Redemption amount | $ 500,000 | $ 500,000 | $ 500,000 | |
| Series H | ||||
| Temporary Equity [Line Items] | ||||
| Dividend rate (in dollars per share) | $ 1.23 | $ 1.23 | $ 1.23 | |
| Conversion price (in dollars per share) | $ 15.44 | $ 15.44 | $ 15.44 | |
| Redemption amount | $ 250,445 | $ 250,445 | $ 250,445 | |
| Series H-1 | ||||
| Temporary Equity [Line Items] | ||||
| Dividend rate (in dollars per share) | $ 1.23 | $ 1.23 | $ 0 | |
| Conversion price (in dollars per share) | $ 15.44 | $ 15.44 | $ 0 | |
| Redemption amount | $ 814,156 | $ 814,156 | $ 0 | |
Temporary Equity - Valuation Inputs for Warrant Liability (Details) |
Mar. 31, 2021
$ / shares
|
Dec. 31, 2020
$ / shares
|
Dec. 31, 2019
$ / shares
|
May 29, 2019
$ / shares
|
|---|---|---|---|---|
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
| Warrants expected term | 5 years | 5 years | ||
| Fair value of Series H preferred stock (in dollars per share) | $ 9.20 | $ 9.20 | ||
| Social Finance, Inc. | ||||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
| Exercise price of warrants (in dollars per share) | 15.44 | 15.44 | $ 15.44 | $ 15.44 |
| Series H | Social Finance, Inc. | ||||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
| Fair value of Series H preferred stock (in dollars per share) | $ 33.03 | $ 18.43 | $ 14.02 | $ 14.13 |
| Risk-free interest rate | Social Finance, Inc. | ||||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
| Warrant liability, measurement input | 0.004 | 0.002 | 0.017 | 0.021 |
| Expected term (years) | Social Finance, Inc. | ||||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
| Warrants expected term | 3 years 2 months 12 days | 3 years 4 months 24 days | 4 years 4 months 24 days | 5 years |
| Expected volatility | Social Finance, Inc. | ||||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
| Warrant liability, measurement input | 0.366 | 0.326 | 0.250 | 0.250 |
| Dividend yield | Social Finance, Inc. | ||||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
| Warrant liability, measurement input | 0 | 0 | 0 | 0 |
Temporary Equity - Warrant Liability (Details) - Warrant Liability - USD ($) |
3 Months Ended | 7 Months Ended | 12 Months Ended | ||
|---|---|---|---|---|---|
Mar. 31, 2021 |
Dec. 31, 2020 |
Mar. 31, 2020 |
Dec. 31, 2019 |
Dec. 31, 2020 |
|
| Residual Interests Classified as Debt | |||||
| Beginning balance | $ 99,281,250 | $ 44,156,250 | |||
| Change in valuation inputs or other assumptions | 55,125,000 | ||||
| Ending balance | 99,281,250 | $ 99,281,250 | |||
| Social Finance, Inc. | |||||
| Residual Interests Classified as Debt | |||||
| Beginning balance | 39,959,000 | $ 19,434,000 | $ 22,268,000 | 19,434,000 | |
| Change in valuation inputs or other assumptions | 89,920,000 | 2,879,000 | (2,834,000) | 20,525,000 | |
| Ending balance | $ 129,879,000 | $ 39,959,000 | $ 22,313,000 | $ 19,434,000 | $ 39,959,000 |
Permanent Equity - Narrative (Details) - Social Finance, Inc. - USD ($) $ / shares in Units, $ in Thousands |
1 Months Ended | 3 Months Ended | 12 Months Ended | ||
|---|---|---|---|---|---|
May 28, 2021 |
Dec. 31, 2020 |
Mar. 31, 2021 |
Dec. 31, 2020 |
Dec. 31, 2019 |
|
| Class of Stock [Line Items] | |||||
| Common stock, shares authorized (in shares) | 452,815,616 | 452,815,616 | 452,815,616 | 395,815,616 | |
| Direct legal costs | $ 1,500 | $ 600 | |||
| Common stock, conversion price (in dollars per share) | $ 1.00 | $ 1.00 | |||
| Subsequent Event | |||||
| Class of Stock [Line Items] | |||||
| Number of shares issued to stockholder (in shares) | 122,500,000 | ||||
| Proceeds from common stock issuances | $ 1,225,000 | ||||
| Potential upward adjustment of number of shares issued pursuant to business combination | 735,100 | ||||
| Common Stock Issuance | |||||
| Class of Stock [Line Items] | |||||
| Proceeds from common stock issuances | $ 369,800 | ||||
| Direct legal costs | $ 56 | ||||
| Common Stock | |||||
| Class of Stock [Line Items] | |||||
| Common stock, shares authorized (in shares) | 447,815,616 | 447,815,616 | 447,815,616 | 390,815,616 | |
| Nonvoting Common Stock | |||||
| Class of Stock [Line Items] | |||||
| Common stock, shares authorized (in shares) | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | |
| Common Stock | Common Stock Issuance | |||||
| Class of Stock [Line Items] | |||||
| Number of shares issued to stockholder (in shares) | 20,067,302 |
Permanent Equity - Common Stock Reserved for Future Issuance (Details) - Social Finance, Inc. - shares |
Mar. 31, 2021 |
Dec. 31, 2020 |
Dec. 31, 2019 |
|---|---|---|---|
| Class of Stock [Line Items] | |||
| Common stock reserved for future issuance (in shares) | 368,256,755 | 369,779,261 | 289,326,656 |
| Contingent common stock in connection with acquisition | |||
| Class of Stock [Line Items] | |||
| Common stock reserved for future issuance (in shares) | 919,085 | 183,985 | 0 |
| Contingent common stock in connection with acquisition | 8 Limited | |||
| Class of Stock [Line Items] | |||
| Common stock reserved for future issuance (in shares) | 183,985 | 183,985 | |
| Contingent common stock, adjustment to stock issuance | 8 Limited | |||
| Class of Stock [Line Items] | |||
| Common stock reserved for future issuance (in shares) | 735,100 | ||
| Possible future issuance under stock plans | |||
| Class of Stock [Line Items] | |||
| Common stock reserved for future issuance (in shares) | 16,689,226 | 19,177,343 | 6,526,084 |
| Outstanding stock options and RSUs | |||
| Class of Stock [Line Items] | |||
| Common stock reserved for future issuance (in shares) | 43,006,252 | 42,775,741 | 32,153,427 |
| Unissued redeemable preferred stock reserved for issued warrants | |||
| Class of Stock [Line Items] | |||
| Common stock reserved for future issuance (in shares) | 6,983,585 | 6,983,585 | 6,983,585 |
| Conversion of outstanding redeemable preferred stock | |||
| Class of Stock [Line Items] | |||
| Common stock reserved for future issuance (in shares) | 253,525,467 | 253,525,467 | 215,884,709 |
| Unissued redeemable preferred stock | |||
| Class of Stock [Line Items] | |||
| Common stock reserved for future issuance (in shares) | 47,133,140 | 47,133,140 | 27,778,851 |
Stock-Based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands |
3 Months Ended | 12 Months Ended | |||
|---|---|---|---|---|---|
Mar. 31, 2021 |
Mar. 31, 2020 |
Dec. 31, 2020 |
Dec. 31, 2019 |
Dec. 31, 2018 |
|
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
| Weighted average grant date fair value (in dollars per share) | $ 3.63 | ||||
| Social Finance, Inc. | |||||
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
| Payments for withholdings of taxes | $ 25,989 | $ 4,640 | $ 31,259 | $ 21,411 | $ 3,154 |
| Taxes paid related to net share settlement of stock-based awards | $ 25,989 | 4,640 | $ 31,259 | $ 21,411 | 3,154 |
| Stock options granted (in shares) | 0 | 217,275 | 0 | ||
| Compensation cost related to unvested stock options | $ 12,900 | $ 17,209 | |||
| Weighted average grant date fair value (in dollars per share) | $ 4.26 | ||||
| Common stock, weighted average fair value during period (in dollars per share) | $ 34.86 | 13.37 | $ 11.28 | ||
| Social Finance, Inc. | Common Stock | Common Stock Transaction | |||||
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
| Sale of stock, price per share (in dollars per share) | $ 18.43 | ||||
| Social Finance, Inc. | Amended and Restated 2011 Stock Option Plan | |||||
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
| Number of shares authorized for issuance (in shares) | 88,426,267 | 88,426,267 | |||
| Social Finance, Inc. | Stock Plan Assumed in Business Combination | |||||
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
| Number of shares authorized for issuance (in shares) | 35,000 | 35,000 | |||
| Social Finance, Inc. | Restricted stock units | |||||
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
| Payments for withholdings of taxes | $ 25,989 | $ 4,640 | |||
| Taxes paid related to net share settlement of stock-based awards | $ 31,259 | $ 21,411 | $ 3,154 | ||
| Compensation cost related to share based awards, period for recognition | 3 years 4 months 24 days | 3 years 4 months 24 days | |||
| Unrecognized compensation | $ 407,700 | $ 310,100 | |||
| Granted (in dollars per share) | $ 35.81 | $ 13.57 | $ 11.28 | $ 11.45 | |
| Social Finance, Inc. | Restricted stock units | Executive Officer | |||||
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
| Share award vesting rights, period | 2 years | ||||
| Social Finance, Inc. | Restricted stock units | Tranche one | |||||
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
| Share award vesting rights, percentage | 25.00% | ||||
| Share award vesting rights, period | 1 year | ||||
| Social Finance, Inc. | Restricted stock units | Alternative vesting schedule one, first anniversary of commencement date | |||||
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
| Share award vesting rights, percentage | 20.00% | ||||
| Share award vesting rights, period | 1 year | ||||
| Social Finance, Inc. | Restricted stock units | Alternative vesting schedule one | |||||
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
| Share award vesting rights, period | 4 years | ||||
| Social Finance, Inc. | Restricted stock units | Alternative vesting schedule two | |||||
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
| Share award vesting rights, percentage | 25.00% | ||||
| Share award vesting rights, period | 1 year | ||||
| Social Finance, Inc. | Restricted stock units | Alternative vesting schedule three | |||||
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
| Share award vesting rights, period | 3 years | ||||
| Social Finance, Inc. | Restricted stock units | Second anniversary of commencement date | Executive Officer | |||||
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
| Share award vesting rights, period | 2 years | ||||
| Social Finance, Inc. | Restricted stock units | Maximum | Alternative vesting schedule four | |||||
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
| Share award vesting rights, period | 4 years | ||||
| Social Finance, Inc. | Restricted stock units | Minimum | Alternative vesting schedule four | |||||
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
| Share award vesting rights, period | 1 year | ||||
| Social Finance, Inc. | Common stock options | |||||
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
| Share awards, expiration period | 10 years | ||||
| Share awards, expiration period after employee termination | 90 days | ||||
| Compensation cost related to share based awards, period for recognition | 1 year 8 months 12 days | 1 year 9 months 18 days | |||
| Aggregate intrinsic value of stock options exercised | $ 13,610 | $ 13,422 | $ 6,713 | ||
| Aggregate intrinsic value of stock options outstanding | 146,144 | ||||
| Aggregate intrinsic value of stock options exercisable | $ 97,911 | ||||
| Social Finance, Inc. | Common stock options | Tranche one | |||||
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
| Share award vesting rights, percentage | 25.00% | ||||
| Share award vesting rights, period | 1 year | ||||
| Social Finance, Inc. | Common stock options | Tranche two | |||||
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
| Share award vesting rights, period | 3 years | ||||
| Social Finance, Inc. | Common stock options | Alternative vesting schedule one, first anniversary of commencement date | |||||
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
| Share award vesting rights, percentage | 20.00% | ||||
| Share award vesting rights, period | 1 year | ||||
| Social Finance, Inc. | Common stock options | Alternative vesting schedule one | |||||
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
| Share award vesting rights, period | 4 years | ||||
| Social Finance, Inc. | Common stock options | Alternative vesting schedule two | |||||
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
| Share award vesting rights, period | 4 years | ||||
| Social Finance, Inc. | Common stock options | Alternative vesting schedule three | |||||
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
| Share award vesting rights, period | 2 years | ||||
Stock-Based Compensation - Schedule of Share-Based Compensation Expense (Details) - Social Finance, Inc. - USD ($) $ in Thousands |
3 Months Ended | 12 Months Ended | |||
|---|---|---|---|---|---|
Mar. 31, 2021 |
Mar. 31, 2020 |
Dec. 31, 2020 |
Dec. 31, 2019 |
Dec. 31, 2018 |
|
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
| Total | $ 37,454 | $ 19,685 | $ 99,870 | $ 60,936 | $ 42,936 |
| Technology and product development | |||||
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
| Total | 11,616 | 6,061 | 28,271 | 16,107 | 7,872 |
| Sales and marketing | |||||
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
| Total | 2,445 | 1,121 | 8,045 | 4,192 | 2,301 |
| Cost of operations | |||||
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
| Total | 1,481 | 1,671 | 6,067 | 1,678 | 1,841 |
| General and administrative | |||||
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
| Total | $ 21,912 | $ 10,832 | $ 57,487 | $ 38,959 | $ 30,922 |
Stock-Based Compensation - Summary of Option Activity (Details) |
3 Months Ended | 12 Months Ended | |||
|---|---|---|---|---|---|
|
May 14, 2020
employee
$ / shares
shares
|
Mar. 31, 2021
$ / shares
shares
|
Dec. 31, 2020
$ / shares
shares
|
Dec. 31, 2019
$ / shares
shares
|
Dec. 31, 2018
$ / shares
|
|
| Weighted Average Remaining Contractual Term (in years) | |||||
| Weighted average grant date fair value (in dollars per share) | $ 3.63 | ||||
| Fair value of common stock (in dollars per share) | $ 9.20 | $ 9.20 | |||
| Social Finance, Inc. | |||||
| Number of Stock Options | |||||
| Beginning balance (in shares) | shares | 17,183,828 | 17,640,539 | |||
| Granted (in shares) | shares | 0 | 217,275 | 0 | ||
| Replacement Options (in shares) | shares | 3,980,300 | ||||
| Exercised (in shares) | shares | (963,873) | (1,169,956) | |||
| Modifications (in shares) | shares | (2,346,628) | ||||
| Forfeited (in shares) | shares | (2,523) | (314,195) | |||
| Expired (in shares) | shares | (42,912) | (823,507) | |||
| Ending balance (in shares) | shares | 16,174,520 | 17,183,828 | 17,640,539 | ||
| Exercisable (in shares) | shares | 14,113,930 | 12,012,098 | |||
| Weighted Average Exercise Price | |||||
| Beginning balance (in dollars per share) | $ 9.92 | $ 12.11 | |||
| Granted (in dollars per share) | 11.39 | ||||
| Replacement Options (in dollars per share) | 0.65 | ||||
| Exercised (in dollars per share) | 2.75 | 3.23 | |||
| Modifications (in dollars per share) | 13.34 | ||||
| Forfeited (in dollars per share) | 10.79 | 11.61 | |||
| Expired (in dollars per share) | 10.37 | 11.42 | |||
| Ending balance (in dollars per share) | 10.35 | 9.92 | $ 12.11 | ||
| Exercisable (in dollars per share) | $ 11.53 | $ 10.28 | |||
| Weighted Average Remaining Contractual Term (in years) | |||||
| Weighted average remaining contractual term, outstanding | 6 years 4 months 24 days | 6 years 7 months 6 days | 7 years 8 months 12 days | ||
| Weighted average remaining contractual term, exercisable | 6 years 4 months 24 days | 6 years 4 months 24 days | |||
| Weighted average grant date fair value (in dollars per share) | $ 4.26 | ||||
| Social Finance, Inc. | Common Stock | |||||
| Weighted Average Remaining Contractual Term (in years) | |||||
| Fair value of common stock (in dollars per share) | $ 12.11 | ||||
| Social Finance, Inc. | Replacement options | Galileo Financial Technologies, Inc. | |||||
| Weighted Average Remaining Contractual Term (in years) | |||||
| Conversion of options (in shares) | shares | 3.83 | ||||
| Social Finance, Inc. | Restricted stock units | |||||
| Weighted Average Remaining Contractual Term (in years) | |||||
| Conversion of options (in shares) | shares | 1 | ||||
| Stock options conversion, number of employees participated | employee | 296 | ||||
| Social Finance, Inc. | Common stock options | |||||
| Weighted Average Remaining Contractual Term (in years) | |||||
| Conversion date value per option (in dollars per share) | $ 13.00 | ||||
Stock-Based Compensation - Summary of Fair Value Inputs for Options (Details) - Social Finance, Inc. - Common stock options - $ / shares |
12 Months Ended | |
|---|---|---|
Dec. 31, 2020 |
Dec. 31, 2018 |
|
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
| Volatility | 35.00% | |
| Dividend yield | 0.00% | 0.00% |
| Minimum | ||
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
| Risk-free rate | 0.30% | 2.50% |
| Expected term (years) | 5 years 6 months | 5 years 8 months 12 days |
| Volatility | 36.50% | |
| Fair value of common stock in (dollars per share) | $ 11.21 | $ 10.78 |
| Maximum | ||
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
| Risk-free rate | 1.40% | 3.10% |
| Expected term (years) | 6 years | 6 years 3 months 18 days |
| Volatility | 42.50% | |
| Fair value of common stock in (dollars per share) | $ 12.11 | $ 11.97 |
Stock-Based Compensation - Schedule of RSU Activity (Details) - USD ($) $ / shares in Units, $ in Millions |
3 Months Ended | 12 Months Ended | |||
|---|---|---|---|---|---|
Mar. 31, 2021 |
Dec. 31, 2020 |
Dec. 31, 2019 |
Dec. 31, 2018 |
May 14, 2020 |
|
| Weighted Average Grant Date Fair Value | |||||
| Fair value of common stock (in dollars per share) | $ 9.20 | $ 9.20 | |||
| Social Finance, Inc. | Common Stock | |||||
| Weighted Average Grant Date Fair Value | |||||
| Fair value of common stock (in dollars per share) | $ 12.11 | ||||
| Social Finance, Inc. | Restricted stock units | |||||
| Number of RSUs | |||||
| Beginning balance (in shares) | 25,591,913 | 14,512,888 | |||
| Granted (in shares) | 3,887,639 | 20,636,594 | |||
| Modifications (in shares) | 732,724 | ||||
| Vested (in shares) | (2,096,875) | (6,614,661) | |||
| Forfeited (in shares) | (550,945) | (3,675,632) | |||
| Ending balance (in shares) | 26,831,732 | 25,591,913 | 14,512,888 | ||
| Weighted Average Grant Date Fair Value | |||||
| Beginning balance (in dollars per share) | $ 13.06 | $ 11.33 | |||
| Granted (in dollars per share) | 35.81 | 13.57 | $ 11.28 | $ 11.45 | |
| Vested (in dollars per share) | 12.12 | 11.53 | |||
| Forfeited (in dollars per share) | 12.61 | 11.64 | |||
| Ending balance (in dollars per share) | $ 16.44 | $ 13.06 | $ 11.33 | ||
| Total fair value, RSUs granted | $ 25.4 | $ 76.3 | $ 50.4 | $ 8.6 | |
Income Taxes - Narrative (Details) - USD ($) |
3 Months Ended | 6 Months Ended | 12 Months Ended | |||
|---|---|---|---|---|---|---|
Mar. 31, 2021 |
Mar. 31, 2020 |
Dec. 31, 2020 |
Dec. 31, 2020 |
Dec. 31, 2019 |
Dec. 31, 2018 |
|
| Income Tax Expense (Benefit) [Line Items] | ||||||
| Income tax expense | $ 0 | |||||
| Social Finance, Inc. | ||||||
| Income Tax Expense (Benefit) [Line Items] | ||||||
| Income tax expense | $ 1,099,000 | $ 57,000 | $ (104,468,000) | $ 98,000 | $ (958,000) | |
Income Taxes - Loss Before Income Tax (Details) - Social Finance, Inc. - USD ($) $ in Thousands |
3 Months Ended | 12 Months Ended | |||
|---|---|---|---|---|---|
Mar. 31, 2021 |
Mar. 31, 2020 |
Dec. 31, 2020 |
Dec. 31, 2019 |
Dec. 31, 2018 |
|
| Profit (Loss) Before Tax [Line Items] | |||||
| Domestic | $ (316,252) | $ (238,533) | $ (251,950) | ||
| Foreign | (12,269) | (1,066) | (1,407) | ||
| Loss before income taxes | $ (176,465) | $ (106,310) | $ (328,521) | $ (239,599) | $ (253,357) |
Income Taxes - Schedule of Income Tax Expense (Benefit) (Details) - USD ($) |
3 Months Ended | 6 Months Ended | 12 Months Ended | |||
|---|---|---|---|---|---|---|
Mar. 31, 2021 |
Mar. 31, 2020 |
Dec. 31, 2020 |
Dec. 31, 2020 |
Dec. 31, 2019 |
Dec. 31, 2018 |
|
| Deferred tax expense (benefit): | ||||||
| Tax provision | $ 0 | |||||
| Social Finance, Inc. | ||||||
| Current tax expense: | ||||||
| U.S. federal | $ 0 | $ 0 | $ 34,000 | |||
| U.S. state and local | 23,000 | 17,000 | 80,000 | |||
| Foreign | 13,000 | 29,000 | 17,000 | |||
| Total current tax expense | 36,000 | 46,000 | 131,000 | |||
| Deferred tax expense (benefit): | ||||||
| U.S. federal | (70,692,000) | (34,000) | 2,664,000 | |||
| U.S. state and local | (33,823,000) | 94,000 | (3,753,000) | |||
| Foreign | 11,000 | (8,000) | 0 | |||
| Deferred income taxes | $ 623,000 | $ 62,000 | (104,504,000) | 52,000 | (1,089,000) | |
| Tax provision | $ 1,099,000 | $ 57,000 | $ (104,468,000) | $ 98,000 | $ (958,000) | |
Income Taxes - Effective Income Tax Rate Reconciliation (Details) - USD ($) |
3 Months Ended | 6 Months Ended | 12 Months Ended | |||
|---|---|---|---|---|---|---|
Mar. 31, 2021 |
Mar. 31, 2020 |
Dec. 31, 2020 |
Dec. 31, 2020 |
Dec. 31, 2019 |
Dec. 31, 2018 |
|
| Income Tax Rate Reconciliation [Line Items] | ||||||
| Tax provision | $ 0 | |||||
| Social Finance, Inc. | ||||||
| Income Tax Rate Reconciliation [Line Items] | ||||||
| Expected income tax benefit at federal statutory rate | $ (68,921,000) | $ (50,316,000) | $ (53,205,000) | |||
| Valuation allowance for deferred tax assets | (9,445,000) | 53,431,000 | 55,920,000 | |||
| State and local income taxes, net of federal benefit | (26,681,000) | 52,000 | (2,894,000) | |||
| Research and development tax credits | (6,883,000) | (5,469,000) | (3,505,000) | |||
| Change in fair value of warrants | 4,310,000 | (595,000) | 0 | |||
| Other | 3,152,000 | 2,995,000 | 2,726,000 | |||
| Tax provision | $ 1,099,000 | $ 57,000 | $ (104,468,000) | $ 98,000 | $ (958,000) | |
| Effective tax rate | 31.80% | (0.04%) | 0.38% | |||
Income Taxes - Schedule of Unrecognized Tax Benefits (Details) - Social Finance, Inc. - USD ($) $ in Thousands |
12 Months Ended | ||
|---|---|---|---|
Dec. 31, 2020 |
Dec. 31, 2019 |
Dec. 31, 2018 |
|
| Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
| Unrecognized tax benefits at beginning of year | $ 4,307 | $ 1,928 | $ 1,393 |
| Gross increases – tax positions in prior period | 55 | 1,306 | 121 |
| Gross decreases – tax positions in prior period | (331) | (11) | 0 |
| Gross increases – tax positions in current period | 1,086 | 1,084 | 414 |
| Unrecognized tax benefits at end of year | $ 5,117 | $ 4,307 | $ 1,928 |
Income Taxes - Schedule of Significant Components of Net Deferred Tax Liabilities (Details) - Social Finance, Inc. - USD ($) $ in Thousands |
Dec. 31, 2020 |
Dec. 31, 2019 |
Dec. 31, 2018 |
Dec. 31, 2017 |
|---|---|---|---|---|
| Deferred tax assets: | ||||
| Net operating loss carryforwards | $ 230,866 | $ 176,564 | ||
| Operating lease liabilities | 29,340 | 29,969 | ||
| Stock-based compensation | 16,876 | 10,120 | ||
| Research and development credits | 25,538 | 16,081 | ||
| Capital loss carryforwards | 733 | 2,619 | ||
| Amortization | 0 | 1,333 | ||
| Accruals and other | 14,614 | 6,643 | ||
| Gross deferred tax assets | 317,967 | 243,329 | ||
| Valuation allowance | (141,101) | (148,426) | $ (77,644) | $ (3,464) |
| Total deferred tax assets | 176,866 | 94,903 | ||
| Deferred tax liabilities: | ||||
| Depreciation | (4,951) | (968) | ||
| Amortization | (95,819) | 0 | ||
| Operating lease ROU assets | (26,121) | (27,279) | ||
| Servicing rights | (41,556) | (56,978) | ||
| Securitization investments | (7,268) | (9,576) | ||
| Other | (1,734) | (353) | ||
| Total deferred tax liabilities | (177,449) | (95,154) | ||
| Net deferred tax liabilities | $ (583) | $ (251) |
Income Taxes - Schedule of Deferred Tax Asset Valuation Allowance (Details) - Social Finance, Inc. - USD ($) $ in Thousands |
12 Months Ended | ||
|---|---|---|---|
Dec. 31, 2020 |
Dec. 31, 2019 |
Dec. 31, 2018 |
|
| Valuation Allowance [Line Items] | |||
| Balance at Beginning of Period | $ 148,426 | $ 77,644 | $ 3,464 |
| Increase (decrease) in valuation allowance | 70,782 | 74,180 | |
| Balance at End of Period | 141,101 | 148,426 | 77,644 |
| Charged to Costs and Expenses | |||
| Valuation Allowance [Line Items] | |||
| Increase (decrease) in valuation allowance | 87,552 | 70,782 | 74,180 |
| Charged to Other Accounts | |||
| Valuation Allowance [Line Items] | |||
| Increase (decrease) in valuation allowance | 4,916 | 0 | 0 |
| Deductions | |||
| Valuation Allowance [Line Items] | |||
| Increase (decrease) in valuation allowance | $ (99,793) | $ 0 | $ 0 |
Income Taxes - Schedule of Net Operating Loss Carryforwards (Details) - Social Finance, Inc. - USD ($) $ in Thousands |
Dec. 31, 2020 |
Dec. 31, 2019 |
|---|---|---|
| Income Tax Rate Reconciliation [Line Items] | ||
| Research and development credits | $ 25,538 | $ 16,081 |
| U.S. federal | ||
| Income Tax Rate Reconciliation [Line Items] | ||
| Operating loss carryforwards, subject to expiration | 209,564 | 209,564 |
| Operating loss carryforwards, not subject to expiration | 589,996 | 426,646 |
| U.S. state | ||
| Income Tax Rate Reconciliation [Line Items] | ||
| Operating loss carryforwards, subject to expiration | 689,298 | 543,401 |
| Operating loss carryforwards, not subject to expiration | 130,404 | 95,330 |
| Foreign | ||
| Income Tax Rate Reconciliation [Line Items] | ||
| Operating loss carryforwards, not subject to expiration | 44,419 | 0 |
| U.S. state | Research and development tax credits | ||
| Income Tax Rate Reconciliation [Line Items] | ||
| Tax credit carryforwards | $ 30,448 | $ 19,413 |
Related Parties - Narrative (Details) - Social Finance, Inc. - USD ($) $ / shares in Units, $ in Thousands |
1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
Feb. 28, 2021 |
Dec. 31, 2020 |
Oct. 31, 2019 |
Mar. 31, 2019 |
Mar. 31, 2021 |
Mar. 31, 2020 |
Dec. 31, 2020 |
Dec. 31, 2019 |
Dec. 31, 2018 |
Aug. 31, 2020 |
Nov. 30, 2019 |
May 29, 2019 |
|
| Related Party Transaction [Line Items] | ||||||||||||
| Exercise price of warrants (in dollars per share) | $ 15.44 | $ 15.44 | $ 15.44 | $ 15.44 | $ 15.44 | |||||||
| Amounts due from related parties | $ 17,923 | $ 0 | $ 17,923 | $ 9,174 | ||||||||
| Related party interest income | 211 | $ 1,052 | $ 3,189 | 3,338 | $ 0 | |||||||
| Number of shares called and redeemed (in shares) | 15,097,587 | |||||||||||
| Value of shares called | $ 52,658 | |||||||||||
| Value of shares called and redeemed | 80,201 | |||||||||||
| Additional Paid-in Capital | ||||||||||||
| Related Party Transaction [Line Items] | ||||||||||||
| Value of shares called | $ 52,658 | |||||||||||
| Redeemable Preferred Stock | ||||||||||||
| Related Party Transaction [Line Items] | ||||||||||||
| Number of shares called and redeemed (in shares) | 15,097,587 | 15,097,587 | ||||||||||
| Value of shares called and redeemed | $ 80,201 | |||||||||||
| Series B | ||||||||||||
| Related Party Transaction [Line Items] | ||||||||||||
| Number of shares called and redeemed (in shares) | 10,558,256 | |||||||||||
| Series D | ||||||||||||
| Related Party Transaction [Line Items] | ||||||||||||
| Number of shares called and redeemed (in shares) | 1,042,462 | |||||||||||
| Series E | ||||||||||||
| Related Party Transaction [Line Items] | ||||||||||||
| Number of shares called and redeemed (in shares) | 220,814 | |||||||||||
| Series F | ||||||||||||
| Related Party Transaction [Line Items] | ||||||||||||
| Number of shares called and redeemed (in shares) | 3,276,055 | |||||||||||
| Common Stock | ||||||||||||
| Related Party Transaction [Line Items] | ||||||||||||
| Number of shares called during period (in shares) | 59,750 | |||||||||||
| Value of shares called | $ 133,385 | |||||||||||
| Common Stock | Accumulated Deficit | ||||||||||||
| Related Party Transaction [Line Items] | ||||||||||||
| Reduction in retained earnings from repurchase and retirement of common stock | 526 | |||||||||||
| Stockholder Note Receivable | Stockholder | ||||||||||||
| Related Party Transaction [Line Items] | ||||||||||||
| Notes receivable | $ 0 | $ 58,000 | 0 | $ 43,513 | ||||||||
| Accrued interest rate | 7.00% | |||||||||||
| Exercise price of warrants (in dollars per share) | $ 8.80 | $ 8.80 | ||||||||||
| Notes receivable with related parties, extension period | 6 months | |||||||||||
| Notes receivable with related parties, extension period for unlimited consecutive terms | 3 months | |||||||||||
| Amount of transactions with related parties | 47,823 | |||||||||||
| Related party interest income | 770 | 1,764 | $ 3,214 | |||||||||
| Stockholder Note Receivable | Stockholder | Additional Paid-in Capital | ||||||||||||
| Related Party Transaction [Line Items] | ||||||||||||
| Notes receivable | 0 | 0 | ||||||||||
| Stockholder Note Receivable, Proceeds | Stockholder | ||||||||||||
| Related Party Transaction [Line Items] | ||||||||||||
| Amount of transactions with related parties | $ 15,155 | |||||||||||
| Stockholder Note Receivable, Common Stock and Redeemable Preferred Stock | Stockholder | ||||||||||||
| Related Party Transaction [Line Items] | ||||||||||||
| Number of shares issued to stockholder (in shares) | 1,722,144 | |||||||||||
| Stockholder Note Receivable, Interest Receivable | Stockholder | ||||||||||||
| Related Party Transaction [Line Items] | ||||||||||||
| Amounts due from related parties | 2,546 | |||||||||||
| APEX Loan | Equity Method Investee | ||||||||||||
| Related Party Transaction [Line Items] | ||||||||||||
| Notes receivable | $ 7,643 | 7,643 | $ 9,050 | |||||||||
| Related party interest income | 211 | $ 282 | $ 1,425 | $ 124 | ||||||||
| Interest rate on notes receivable | 10.00% | 10.00% | 5.00% | 12.50% | ||||||||
| Proceeds from related party for settlement of outstanding obligation | $ 18,304 | |||||||||||
| Apex Loan, Noninterest Income (Loss) | Equity Method Investee | ||||||||||||
| Related Party Transaction [Line Items] | ||||||||||||
| Amount of transactions with related parties | $ 319 | |||||||||||
| APEX Loan, Principal Balances | Equity Method Investee | ||||||||||||
| Related Party Transaction [Line Items] | ||||||||||||
| Related party interest income | 1,319 | |||||||||||
| Proceeds from related party for settlement of outstanding obligation | 16,693 | |||||||||||
| APEX Loan, Discount Accretion | Equity Method Investee | ||||||||||||
| Related Party Transaction [Line Items] | ||||||||||||
| Related party interest income | $ 169 | 106 | ||||||||||
| Proceeds from related party for settlement of outstanding obligation | $ 1,611 | |||||||||||
| APEX Loan, Interest Income Receivable | Equity Method Investee | ||||||||||||
| Related Party Transaction [Line Items] | ||||||||||||
| Related party interest income receivable | $ 1,443 | $ 1,443 | ||||||||||
Related Parties - Equity Method Investments (Details) - USD ($) |
3 Months Ended | 6 Months Ended | 12 Months Ended | |||
|---|---|---|---|---|---|---|
Mar. 31, 2021 |
Dec. 31, 2020 |
Dec. 31, 2020 |
Dec. 31, 2019 |
Dec. 31, 2018 |
Oct. 14, 2020 |
|
| Related Party Transaction [Line Items] | ||||||
| Total assets | $ 805,817,385 | $ 806,077,995 | $ 806,077,995 | |||
| Total liabilities | 187,773,749 | 127,639,700 | 127,639,700 | $ 72,504,111 | ||
| Net income | $ (60,394,659) | (55,771,393) | ||||
| Equity Method Investment, Nonconsolidated Investee or Group of Investees | ||||||
| Related Party Transaction [Line Items] | ||||||
| Total assets | 10,254,902,000 | 10,254,902,000 | $ 5,098,943,000 | |||
| Total liabilities | $ 10,032,736,000 | 10,032,736,000 | 4,932,181,000 | |||
| Total revenues | 276,968,000 | 149,922,000 | $ 5,014,000 | |||
| Net income | $ 58,426,000 | $ 22,255,000 | $ 432,000 | |||
Commitments, Guarantees, Concentrations and Contingencies - Narrative (Details) - USD ($) $ in Thousands |
1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
Jan. 31, 2021 |
Sep. 30, 2019 |
Mar. 31, 2021 |
Dec. 31, 2020 |
Dec. 31, 2019 |
Dec. 31, 2018 |
Nov. 30, 2020 |
Sep. 30, 2020 |
May 31, 2020 |
May 14, 2020 |
|
| Lessee, Lease, Description [Line Items] | ||||||||||
| Employee contribution percentage up to IRS limit | 100.00% | 100.00% | ||||||||
| Loan Sales Volume Benchmark | Customer concentration risk | Largest Third-Party Buyer | ||||||||||
| Lessee, Lease, Description [Line Items] | ||||||||||
| Concentration risk, percentage | 10.00% | |||||||||
| Social Finance, Inc. | ||||||||||
| Lessee, Lease, Description [Line Items] | ||||||||||
| Lease cost | $ 20,282 | $ 17,071 | $ 11,569 | |||||||
| Non-cash operating lease right-of-use assets obtained in exchange for new operating lease liabilities | $ 3,581 | 26,417 | 24,715 | |||||||
| Increase (decrease) in operating lease, right-of-use asset due to modifications | 79 | (5,407) | ||||||||
| Finance lease ROU assets acquired | 15,100 | 0 | $ 0 | |||||||
| Additional operating lease cost not accounted for due to deferment, CARES Act | 566 | 1,698 | ||||||||
| Remaining contingent liability outstanding | 1,750 | 2,854 | ||||||||
| Other assets, expected insurance recovery on expected settlement | 1,750 | 2,854 | ||||||||
| Estimated repurchase obligations | 6,376 | 5,196 | 5,972 | |||||||
| Loans sold, subject to terms and conditions of repurchase obligations | 4,900,000 | 3,900,000 | 4,200,000 | |||||||
| Letters of credit outstanding with financial institutions | 9,300 | 9,300 | 9,400 | |||||||
| Social Finance, Inc. | Letter of Credit | FNMA Letter Of Credit | ||||||||||
| Lessee, Lease, Description [Line Items] | ||||||||||
| Collateral amount | 3,300 | 3,300 | $ 3,400 | |||||||
| Social Finance, Inc. | Naming and Sponsorship Agreement | ||||||||||
| Lessee, Lease, Description [Line Items] | ||||||||||
| Term of partnership | 20 years | |||||||||
| Payments to be made under partnership agreement | $ 625,000 | 608,125 | ||||||||
| Additional contractual payments | 10,342 | |||||||||
| Payments for exclusive naming rights and partnerships | $ 3,300 | $ 3,267 | 6,533 | |||||||
| Sponsorship fees | $ 9,800 | |||||||||
| Potential sales and marketing expenses | $ 12,700 | |||||||||
| Social Finance, Inc. | Galileo Financial Technologies, Inc. | ||||||||||
| Lessee, Lease, Description [Line Items] | ||||||||||
| Non-cash operating lease right-of-use assets obtained in exchange for new operating lease liabilities | $ 5,640 | |||||||||
| Remaining contingent liability outstanding | $ 3,341 | |||||||||
| Social Finance, Inc. | Loan Sales Volume Benchmark | Customer concentration risk | Two Largest Third-Party Buyers | ||||||||||
| Lessee, Lease, Description [Line Items] | ||||||||||
| Concentration risk, percentage | 41.00% | 49.00% | ||||||||
| Galileo Financial Technologies, Inc. | ||||||||||
| Lessee, Lease, Description [Line Items] | ||||||||||
| Maximum exposure to loss | $ 6,195 | $ 7,200 | $ 6,195 | |||||||
| Minimum | Social Finance, Inc. | ||||||||||
| Lessee, Lease, Description [Line Items] | ||||||||||
| Operating lease, renewal term | 1 year | |||||||||
| Maximum | Social Finance, Inc. | ||||||||||
| Lessee, Lease, Description [Line Items] | ||||||||||
| Operating lease, renewal term | 10 years | |||||||||
Commitments, Guarantees, Concentrations and Contingencies - Components of Operating and Finance Lease Costs (Details) - Social Finance, Inc. - USD ($) $ in Thousands |
3 Months Ended | 12 Months Ended | |||
|---|---|---|---|---|---|
Mar. 31, 2021 |
Mar. 31, 2020 |
Dec. 31, 2020 |
Dec. 31, 2019 |
Dec. 31, 2018 |
|
| Lessee, Lease, Description [Line Items] | |||||
| Operating lease cost | $ 17,371 | $ 16,380 | |||
| Finance lease cost – amortization of ROU assets | 719 | 0 | |||
| Finance lease cost – interest expense on lease liabilities | 167 | 0 | |||
| Short-term lease cost | 463 | 323 | |||
| Variable lease cost | 2,382 | 880 | |||
| Sublease income | (820) | (512) | |||
| Total lease cost | 20,282 | 17,071 | $ 11,569 | ||
| Cash paid for amounts included in the measurement of lease liabilities | |||||
| Operating cash outflows from operating leases | 17,444 | 12,446 | |||
| Operating cash outflows from finance leases | 85 | 0 | |||
| Financing cash outflows from finance leases | $ 163 | $ 0 | $ 489 | $ 0 | $ 0 |
Commitments, Guarantees, Concentrations and Contingencies - Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands |
Dec. 31, 2020 |
Dec. 31, 2019 |
|---|---|---|
| Operating Leases | ||
| ROU assets | $ 116,858 | $ 101,446 |
| Operating lease liabilities | $ 139,796 | $ 124,745 |
| Weighted average remaining lease term (in years) | 9 years 6 months | 9 years |
| Weighted average discount rate | 4.70% | 5.10% |
| Finance Leases | ||
| ROU assets | $ 14,381 | |
| Lease liabilities | $ 14,693 | |
| Weighted average remaining lease term (in years) | 19 years 2 months 12 days | |
| Weighted average discount rate | 3.40% | |
| Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | us-gaap:PropertyPlantAndEquipmentNet | |
| Finance Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Accounts payable, accruals and other liabilities |
Commitments, Guarantees, Concentrations and Contingencies - Schedule of Maturities of Lease Liabilities (Details) - USD ($) $ in Thousands |
Mar. 31, 2021 |
Dec. 31, 2020 |
Dec. 31, 2019 |
|---|---|---|---|
| Operating Leases | |||
| Lease liabilities | $ 139,796 | $ 124,745 | |
| Finance Leases | |||
| Lease liabilities | 14,693 | ||
| Social Finance, Inc. | |||
| Operating Leases | |||
| 2021 | 19,168 | ||
| 2022 | 19,793 | ||
| 2023 | 19,437 | ||
| 2024 | 19,091 | ||
| 2025 | 18,036 | ||
| Thereafter | 77,903 | ||
| Total | 173,428 | ||
| Less: imputed interest | (33,632) | ||
| Lease liabilities | $ 138,822 | 139,796 | $ 124,745 |
| Finance Leases | |||
| 2021 | 1,004 | ||
| 2022 | 959 | ||
| 2023 | 964 | ||
| 2024 | 968 | ||
| 2025 | 1,038 | ||
| Thereafter | 15,113 | ||
| Total | 20,046 | ||
| Less: imputed interest | (5,353) | ||
| Lease liabilities | $ 14,693 |
Commitments, Guarantees, Concentrations and Contingencies - Other Commitments (Details) - Naming and Sponsorship Agreement - Social Finance, Inc. - USD ($) $ in Thousands |
Dec. 31, 2020 |
Sep. 30, 2019 |
|---|---|---|
| Other Commitments [Line Items] | ||
| 2021 | $ 24,375 | |
| 2022 | 25,077 | |
| 2023 | 25,183 | |
| 2024 | 25,292 | |
| 2025 | 29,157 | |
| Thereafter | 479,041 | |
| Total | $ 608,125 | $ 625,000 |
Earnings (Loss) Per Share - Schedule of Earnings per Share (Details) - USD ($) |
3 Months Ended | 6 Months Ended | 12 Months Ended | |||
|---|---|---|---|---|---|---|
Mar. 31, 2021 |
Mar. 31, 2020 |
Dec. 31, 2020 |
Dec. 31, 2020 |
Dec. 31, 2019 |
Dec. 31, 2018 |
|
| Numerator: | ||||||
| Net loss | $ (60,394,659) | $ (55,771,393) | ||||
| Denominator: | ||||||
| Weighted average common stock outstanding - basic (in shares) | 33,282,611 | 22,074,445 | ||||
| Add: Dilutive effects, as shown separately below | ||||||
| Weighted average common stock outstanding - diluted (in shares) | 33,282,611 | 22,074,445 | ||||
| Loss per share - basic (in dollars per share) | $ (1.82) | $ (2.53) | ||||
| Loss per share - diluted (in dollars per share) | $ (1.82) | $ (2.53) | ||||
| Social Finance, Inc. | ||||||
| Numerator: | ||||||
| Net loss | $ (177,564,000) | $ (106,367,000) | $ (224,053,000) | $ (239,697,000) | $ (252,399,000) | |
| Less: preferred stock dividends | (9,968,000) | (10,106,000) | (40,536,000) | (23,923,000) | 0 | |
| Less: preferred stock redemptions, net | (52,658,000) | 0 | 0 | |||
| Net loss attributable to common stockholders – basic | (187,532,000) | (116,473,000) | $ (317,247,000) | $ (263,620,000) | $ (252,399,000) | |
| Net loss attributable to common stockholders – diluted | $ (187,532,000) | $ (116,473,000) | ||||
| Denominator: | ||||||
| Weighted average common stock outstanding - basic (in shares) | 66,647,192 | 39,815,023 | 42,374,976 | 37,651,687 | 35,091,026 | |
| Add: Dilutive effects, as shown separately below | ||||||
| Weighted average common stock outstanding - diluted (in shares) | 66,647,192 | 39,815,023 | 42,374,976 | 37,651,687 | 35,091,026 | |
| Loss per share - basic (in dollars per share) | $ (2.81) | $ (2.93) | $ (7.49) | $ (7.00) | $ (7.19) | |
| Loss per share - diluted (in dollars per share) | $ (2.81) | $ (2.93) | $ (7.49) | $ (7.00) | $ (7.19) | |
| Social Finance, Inc. | Common stock options | ||||||
| Add: Dilutive effects, as shown separately below | ||||||
| Dilutive shares (in shares) | 0 | 0 | 0 | |||
| Social Finance, Inc. | Unvested RSUs | ||||||
| Add: Dilutive effects, as shown separately below | ||||||
| Dilutive shares (in shares) | 0 | 0 | 0 | |||
Earnings (Loss) Per Share - Schedule of Anti-Dilutive Elements (Details) - Social Finance, Inc. - shares |
1 Months Ended | 3 Months Ended | 12 Months Ended | |||
|---|---|---|---|---|---|---|
Dec. 31, 2020 |
Mar. 31, 2021 |
Mar. 31, 2020 |
Dec. 31, 2020 |
Dec. 31, 2019 |
Dec. 31, 2018 |
|
| Redeemable preferred stock exchangeable for common stock | ||||||
| Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||
| Antidilutive securities excluded from computation of earnings per share (in shares) | 253,225,941 | 215,580,230 | 253,225,941 | 215,580,230 | 199,355,696 | |
| Redeemable preferred stock warrants exchangeable for common stock | ||||||
| Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||
| Antidilutive securities excluded from computation of earnings per share (in shares) | 6,983,585 | 6,983,585 | 6,983,585 | 6,983,585 | 0 | |
| Contingent common stock | ||||||
| Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||
| Antidilutive securities excluded from computation of earnings per share (in shares) | 735,100 | 919,085 | 0 | 183,985 | 0 | 0 |
| Contingent common stock | 8 Limited | ||||||
| Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||
| Antidilutive securities excluded from computation of earnings per share (in shares) | 183,985 | |||||
| Common stock options | ||||||
| Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||
| Antidilutive securities excluded from computation of earnings per share (in shares) | 16,174,520 | 17,400,048 | 17,183,828 | 17,640,539 | 22,822,810 | |
| Unvested RSUs | ||||||
| Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||
| Antidilutive securities excluded from computation of earnings per share (in shares) | 26,831,732 | 18,156,174 | 25,591,913 | 14,512,888 | 10,910,000 | |
Business Segment Information - Narrative (Details) - Social Finance, Inc. $ in Thousands |
3 Months Ended | 12 Months Ended | ||||
|---|---|---|---|---|---|---|
|
Apr. 28, 2020
USD ($)
|
Mar. 31, 2021
USD ($)
segment
|
Mar. 31, 2020
USD ($)
|
Dec. 31, 2020
USD ($)
segment
|
Dec. 31, 2019
USD ($)
|
Dec. 31, 2018
USD ($)
|
|
| Segment Reporting Information [Line Items] | ||||||
| Number of reportable segments | segment | 3 | 3 | ||||
| Related party notes | $ 211 | $ 1,052 | $ 3,189 | $ 3,338 | $ 0 | |
| Seller Note | Other | ||||||
| Segment Reporting Information [Line Items] | ||||||
| Related party notes | 211 | $ 1,052 | $ 3,189 | $ 3,338 | ||
| Reversal of loss on discount | $ 169 | |||||
| 8 Limited | ||||||
| Segment Reporting Information [Line Items] | ||||||
| Purchase consideration | $ 16,126 | |||||
Business Segment Information - Schedule of Financial Results (Details) - Social Finance, Inc. - USD ($) $ in Thousands |
3 Months Ended | 12 Months Ended | |||
|---|---|---|---|---|---|
Mar. 31, 2021 |
Mar. 31, 2020 |
Dec. 31, 2020 |
Dec. 31, 2019 |
Dec. 31, 2018 |
|
| Segment Reporting Information [Line Items] | |||||
| Net interest income (loss) | $ 47,280 | $ 47,149 | $ 177,931 | $ 329,834 | $ 259,064 |
| Noninterest income (loss) | 148,704 | 31,153 | 387,601 | 112,825 | 10,335 |
| Total net revenue | 195,984 | 78,302 | 565,532 | 442,659 | 269,399 |
| Servicing rights – change in valuation inputs or assumptions | 12,109 | (7,059) | 17,459 | (8,487) | |
| Income (loss) from equity method investments | $ 0 | 1,002 | $ 4,314 | 869 | (50) |
| Technology Platform | Five largest customers | Revenue, segment benchmark | Customer concentration risk | |||||
| Segment Reporting Information [Line Items] | |||||
| Concentration risk, percentage | 70.00% | 69.00% | |||
| Technology Platform | Five largest customers | Revenue benchmark | Customer concentration risk | |||||
| Segment Reporting Information [Line Items] | |||||
| Concentration risk, percentage | 16.00% | 12.00% | |||
| Operating Segments | |||||
| Segment Reporting Information [Line Items] | |||||
| Net interest income (loss) | $ 51,970 | 45,876 | $ 199,722 | 326,203 | 257,374 |
| Noninterest income (loss) | 148,535 | 31,153 | 388,644 | 112,825 | 10,365 |
| Total net revenue | 200,505 | 77,029 | 588,366 | 439,028 | 267,739 |
| Servicing rights – change in valuation inputs or assumptions | 12,109 | (7,059) | 17,459 | (8,487) | (1,197) |
| Residual interests classified as debt – change in valuation inputs or assumptions | 7,951 | 14,936 | 38,216 | 17,157 | (27,481) |
| Directly attributable expenses | (152,713) | (106,797) | (480,519) | (473,243) | (367,465) |
| Loss from operations | 67,852 | (21,891) | 163,522 | (25,545) | (128,404) |
| Operating Segments | Lending | |||||
| Segment Reporting Information [Line Items] | |||||
| Net interest income (loss) | 51,777 | 45,661 | 199,345 | 325,589 | 257,344 |
| Noninterest income (loss) | 96,200 | 28,217 | 281,521 | 108,712 | 9,404 |
| Total net revenue | 147,977 | 73,878 | 480,866 | 434,301 | 266,748 |
| Servicing rights – change in valuation inputs or assumptions | 12,109 | (7,059) | 17,459 | (8,487) | (1,197) |
| Residual interests classified as debt – change in valuation inputs or assumptions | 7,951 | 14,936 | 38,216 | 17,157 | (27,481) |
| Directly attributable expenses | (80,351) | (77,660) | (294,812) | (350,511) | (347,348) |
| Loss from operations | 87,686 | 4,095 | 241,729 | 92,460 | (109,278) |
| Operating Segments | Financial Services | |||||
| Segment Reporting Information [Line Items] | |||||
| Net interest income (loss) | 229 | 215 | 484 | 614 | 30 |
| Noninterest income (loss) | 6,234 | 1,939 | 11,386 | 3,318 | 844 |
| Total net revenue | 6,463 | 2,154 | 11,870 | 3,932 | 874 |
| Servicing rights – change in valuation inputs or assumptions | 0 | 0 | 0 | 0 | 0 |
| Residual interests classified as debt – change in valuation inputs or assumptions | 0 | 0 | 0 | 0 | 0 |
| Directly attributable expenses | (41,982) | (29,137) | (143,280) | (122,732) | (20,117) |
| Loss from operations | (35,519) | (26,983) | (131,410) | (118,800) | (19,243) |
| Operating Segments | Technology Platform | |||||
| Segment Reporting Information [Line Items] | |||||
| Net interest income (loss) | (36) | 0 | (107) | 0 | 0 |
| Noninterest income (loss) | 46,101 | 997 | 95,737 | 795 | 117 |
| Total net revenue | 46,065 | 997 | 95,630 | 795 | 117 |
| Servicing rights – change in valuation inputs or assumptions | 0 | 0 | 0 | 0 | 0 |
| Residual interests classified as debt – change in valuation inputs or assumptions | 0 | 0 | 0 | 0 | 0 |
| Directly attributable expenses | (30,380) | 0 | (42,427) | 0 | 0 |
| Loss from operations | 15,685 | 997 | 53,203 | 795 | 117 |
| Operating Segments | Technology Platform | Non-interest income | |||||
| Segment Reporting Information [Line Items] | |||||
| Income (loss) from equity method investments | 0 | 997 | 4,442 | ||
| Other | |||||
| Segment Reporting Information [Line Items] | |||||
| Net interest income (loss) | (4,690) | 1,273 | (21,791) | 3,631 | 1,690 |
| Noninterest income (loss) | 169 | 0 | (1,043) | 0 | (30) |
| Total net revenue | $ (4,521) | $ 1,273 | $ (22,834) | $ 3,631 | $ 1,660 |
Business Segment Information - Reconciliation of Contribution Profit (Loss) To Loss Before Tax (Details) - USD ($) |
3 Months Ended | 6 Months Ended | 12 Months Ended | |||
|---|---|---|---|---|---|---|
Mar. 31, 2021 |
Mar. 31, 2020 |
Dec. 31, 2020 |
Dec. 31, 2020 |
Dec. 31, 2019 |
Dec. 31, 2018 |
|
| Segment Reporting Information [Line Items] | ||||||
| Fair value change of warrant liability | $ (55,125,000) | $ (55,125,000) | ||||
| Social Finance, Inc. | ||||||
| Segment Reporting Information [Line Items] | ||||||
| Other total net revenue (loss) | (4,521,000) | $ 1,273,000 | $ (22,834,000) | $ 3,631,000 | $ 1,660,000 | |
| Servicing rights – change in valuation inputs or assumptions | (12,109,000) | 7,059,000 | (17,459,000) | 8,487,000 | ||
| Share-based compensation expense | (37,454,000) | (19,685,000) | (99,870,000) | (60,936,000) | (42,936,000) | |
| Depreciation and amortization | (25,977,000) | (4,715,000) | (69,832,000) | (15,955,000) | (10,912,000) | |
| Fair value change of warrant liability | (89,920,000) | (2,879,000) | (20,525,000) | 2,834,000 | 0 | |
| Loss before income taxes | (176,465,000) | (106,310,000) | (328,521,000) | (239,599,000) | (253,357,000) | |
| Social Finance, Inc. | Operating Segments | ||||||
| Segment Reporting Information [Line Items] | ||||||
| Reportable segments total contribution profit (loss) | 67,852,000 | (21,891,000) | 163,522,000 | (25,545,000) | (128,404,000) | |
| Servicing rights – change in valuation inputs or assumptions | (12,109,000) | 7,059,000 | (17,459,000) | 8,487,000 | 1,197,000 | |
| Residual interests classified as debt – change in valuation inputs or assumptions | (7,951,000) | (14,936,000) | (38,216,000) | (17,157,000) | 27,481,000 | |
| Social Finance, Inc. | Segment Reconciling Items | ||||||
| Segment Reporting Information [Line Items] | ||||||
| Share-based compensation expense | (37,454,000) | (19,685,000) | (99,870,000) | (60,936,000) | (42,936,000) | |
| Depreciation and amortization | (25,977,000) | (4,715,000) | (69,832,000) | (15,955,000) | (10,912,000) | |
| Fair value change of warrant liability | (89,920,000) | (2,879,000) | ||||
| Employee-related costs | (32,280,000) | (27,896,000) | (114,599,000) | (53,080,000) | (46,724,000) | |
| Social Finance, Inc. | Corporate and Other Reconciling Items | ||||||
| Segment Reporting Information [Line Items] | ||||||
| Other corporate and unallocated expenses | $ (34,105,000) | $ (22,640,000) | $ (129,233,000) | $ (79,044,000) | $ (54,719,000) | |
Subsequent Events (Details) - Social Finance, Inc. - USD ($) $ in Thousands |
1 Months Ended | 12 Months Ended | |||
|---|---|---|---|---|---|
Mar. 31, 2021 |
Feb. 28, 2021 |
Jan. 31, 2021 |
Dec. 31, 2020 |
Dec. 31, 2019 |
|
| SUBSEQUENT EVENTS | |||||
| Payments to repurchase note receivable | $ 52,658 | ||||
| Outstanding principal | $ 3,854,283 | 4,830,137 | $ 4,726,904 | ||
| Golden Pacific Bancorp, Inc. | |||||
| SUBSEQUENT EVENTS | |||||
| Total cash purchase consideration | 22,300 | ||||
| Holdback amount | 700 | ||||
| APEX Loan | Equity Method Investee | |||||
| SUBSEQUENT EVENTS | |||||
| Outstanding principal | $ 16,700 | ||||
| Accrued interest | 1,600 | ||||
| Proceeds from related party for settlement of outstanding obligation | 18,304 | ||||
| Common Stock | |||||
| SUBSEQUENT EVENTS | |||||
| Payments to repurchase note receivable | 133,385 | ||||
| Series 1 | |||||
| SUBSEQUENT EVENTS | |||||
| Temporary equity, redemption value | 323,400 | $ 323,400 | |||
| Subsequent Event | |||||
| SUBSEQUENT EVENTS | |||||
| Call payment | $ 107,500 | ||||
| Subsequent Event | Golden Pacific Bancorp, Inc. | |||||
| SUBSEQUENT EVENTS | |||||
| Total cash purchase consideration | 22,300 | ||||
| Holdback amount | $ 700 | ||||
| Subsequent Event | Common Stock | |||||
| SUBSEQUENT EVENTS | |||||
| Payments to repurchase note receivable | 133,400 | ||||
| Subsequent Event | Series 1 | |||||
| SUBSEQUENT EVENTS | |||||
| Temporary equity, redemption value | 323,400 | ||||
| Special distributions | $ 22,100 | ||||
| Seller Note | Subsequent Event | |||||
| SUBSEQUENT EVENTS | |||||
| Retirement of debt | 269,900 | ||||
| Outstanding principal | 250,000 | ||||
| Accrued interest | $ 19,900 | ||||
Condensed Financial Information of Registrant - Condensed Balance Sheets (Details) - USD ($) |
Mar. 31, 2021 |
Dec. 31, 2020 |
Oct. 14, 2020 |
Jul. 09, 2020 |
Mar. 31, 2020 |
Dec. 31, 2019 |
Dec. 31, 2018 |
Dec. 31, 2017 |
|||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Assets | |||||||||||||||||||||||||||||||||
| Cash and cash equivalents | $ 39,940 | $ 259,714 | |||||||||||||||||||||||||||||||
| Operating lease right-of-use assets | 116,858,000 | $ 101,446,000 | |||||||||||||||||||||||||||||||
| Total assets | 805,817,385 | 806,077,995 | |||||||||||||||||||||||||||||||
| Liabilities: | |||||||||||||||||||||||||||||||||
| Operating lease liabilities | 139,796,000 | 124,745,000 | |||||||||||||||||||||||||||||||
| TOTAL LIABILITIES | 187,773,749 | 127,639,700 | $ 72,504,111 | ||||||||||||||||||||||||||||||
| Temporary Equity | |||||||||||||||||||||||||||||||||
| Redeemable preferred stock | 613,043,629 | 673,438,294 | 729,204,680 | $ 0 | |||||||||||||||||||||||||||||
| Permanent deficit: | |||||||||||||||||||||||||||||||||
| Additional paid-in capital | 121,162,126 | 60,768,065 | $ 5,002,237 | ||||||||||||||||||||||||||||||
| Accumulated deficit | (116,166,052) | (55,771,393) | |||||||||||||||||||||||||||||||
| Total Permanent Equity | 5,000,007 | 5,000,001 | $ 0 | ||||||||||||||||||||||||||||||
| TOTAL LIABILITIES, TEMPORARY EQUITY AND PERMANENT EQUITY | $ 805,817,385 | $ 806,077,995 | |||||||||||||||||||||||||||||||
| Redeemable preferred stock, shares outstanding (in shares) | 61,301,540 | 67,342,389 | 0 | ||||||||||||||||||||||||||||||
| Social Finance, Inc. | |||||||||||||||||||||||||||||||||
| Assets | |||||||||||||||||||||||||||||||||
| Cash and cash equivalents | $ 351,283,000 | $ 872,582,000 | $ 867,130,000 | 499,486,000 | $ 325,114,000 | ||||||||||||||||||||||||||||
| Restricted cash and restricted cash equivalents | 347,284,000 | [1] | 450,846,000 | [1],[2] | 243,109,000 | 190,720,000 | [2] | 211,889,000 | |||||||||||||||||||||||||
| Securitization investments | 462,109,000 | 496,935,000 | 653,952,000 | ||||||||||||||||||||||||||||||
| Equity method investments | 0 | 107,534,000 | 104,049,000 | ||||||||||||||||||||||||||||||
| Operating lease right-of-use assets | 116,553,000 | 116,858,000 | 101,446,000 | ||||||||||||||||||||||||||||||
| Related party notes receivable | 0 | 17,923,000 | 9,174,000 | ||||||||||||||||||||||||||||||
| Other assets | 139,126,000 | [3] | 136,076,000 | [3],[4] | 53,748,000 | [4] | |||||||||||||||||||||||||||
| Total assets | 7,382,237,000 | 8,563,499,000 | 7,289,160,000 | ||||||||||||||||||||||||||||||
| Liabilities: | |||||||||||||||||||||||||||||||||
| Accounts payable, accruals and other liabilities | 421,061,000 | 452,909,000 | [2] | 103,590,000 | [2] | ||||||||||||||||||||||||||||
| Operating lease liabilities | 138,822,000 | 139,796,000 | 124,745,000 | ||||||||||||||||||||||||||||||
| Debt | 3,827,424,000 | [1] | 4,798,925,000 | [1],[2] | 4,688,378,000 | [2] | |||||||||||||||||||||||||||
| TOTAL LIABILITIES | 4,502,189,000 | 5,509,928,000 | 5,188,491,000 | ||||||||||||||||||||||||||||||
| Temporary Equity | |||||||||||||||||||||||||||||||||
| Redeemable preferred stock | 3,173,686,000 | [5] | 3,173,686,000 | [5],[6] | 2,439,731,000 | 2,439,731,000 | [6] | 1,890,554,000 | $ 1,890,554,000 | ||||||||||||||||||||||||
| Permanent deficit: | |||||||||||||||||||||||||||||||||
| Common stock | 0 | [7] | 0 | [7],[8] | 0 | [8] | |||||||||||||||||||||||||||
| Additional paid-in capital | 583,349,000 | 579,228,000 | 135,517,000 | ||||||||||||||||||||||||||||||
| Accumulated other comprehensive loss | (246,000) | (166,000) | (21,000) | ||||||||||||||||||||||||||||||
| Accumulated deficit | (876,741,000) | (699,177,000) | (474,558,000) | ||||||||||||||||||||||||||||||
| Total Permanent Equity | (293,638,000) | (120,115,000) | $ (441,032,000) | (339,062,000) | $ (68,422,000) | $ 140,129,000 | |||||||||||||||||||||||||||
| TOTAL LIABILITIES, TEMPORARY EQUITY AND PERMANENT EQUITY | $ 7,382,237,000 | $ 8,563,499,000 | $ 7,289,160,000 | ||||||||||||||||||||||||||||||
| Redeemable preferred stock, shares authorized (in shares) | 311,842,666 | 311,842,666 | 254,842,666 | ||||||||||||||||||||||||||||||
| Redeemable preferred stock, shares issued (in shares) | 256,459,941 | 218,814,230 | |||||||||||||||||||||||||||||||
| Redeemable preferred stock, shares outstanding (in shares) | 256,459,941 | 256,459,941 | 218,814,230 | 218,814,230 | 199,355,696 | 199,355,696 | |||||||||||||||||||||||||||
| Common stock, shares authorized (in shares) | 452,815,616 | 452,815,616 | 395,815,616 | ||||||||||||||||||||||||||||||
| Common stock, shares issued (in shares) | 68,291,780 | 66,034,174 | 39,614,844 | ||||||||||||||||||||||||||||||
| Common stock, shares outstanding (in shares) | 68,291,780 | 66,034,174 | 39,614,844 | ||||||||||||||||||||||||||||||
| Redemption amount | $ 3,210,470,000 | $ 3,210,470,000 | $ 2,476,891,000 | ||||||||||||||||||||||||||||||
| Social Finance, Inc. | Nonvoting Common Stock | |||||||||||||||||||||||||||||||||
| Permanent deficit: | |||||||||||||||||||||||||||||||||
| Common stock, shares authorized (in shares) | 5,000,000 | 5,000,000 | 5,000,000 | ||||||||||||||||||||||||||||||
| Common stock, shares issued (in shares) | 1,380,852 | 1,380,852 | 1,380,852 | ||||||||||||||||||||||||||||||
| Common stock, shares outstanding (in shares) | 1,380,852 | 1,380,852 | 1,380,852 | ||||||||||||||||||||||||||||||
| Social Finance, Inc. | Parent Company | |||||||||||||||||||||||||||||||||
| Assets | |||||||||||||||||||||||||||||||||
| Cash and cash equivalents | $ 451,510,000 | $ 49,522,000 | |||||||||||||||||||||||||||||||
| Restricted cash and restricted cash equivalents | 142,457,000 | 5,930,000 | |||||||||||||||||||||||||||||||
| Intercompany receivables | 71,852,000 | 301,924,000 | |||||||||||||||||||||||||||||||
| Investments in subsidiaries and VIEs | [9] | 3,054,120,000 | 1,711,181,000 | ||||||||||||||||||||||||||||||
| Securitization investments | 496,935,000 | 653,952,000 | |||||||||||||||||||||||||||||||
| Equity method investments | 107,534,000 | 102,946,000 | |||||||||||||||||||||||||||||||
| Operating lease right-of-use assets | 107,329,000 | 96,588,000 | |||||||||||||||||||||||||||||||
| Related party notes receivable | 17,923,000 | 9,174,000 | |||||||||||||||||||||||||||||||
| Other assets | 139,792,000 | 111,044,000 | |||||||||||||||||||||||||||||||
| Total assets | 4,589,452,000 | 3,042,261,000 | |||||||||||||||||||||||||||||||
| Liabilities: | |||||||||||||||||||||||||||||||||
| Accounts payable, accruals and other liabilities | 243,357,000 | 54,003,000 | |||||||||||||||||||||||||||||||
| Operating lease liabilities | 128,319,000 | 118,525,000 | |||||||||||||||||||||||||||||||
| Debt | 1,164,205,000 | 769,064,000 | |||||||||||||||||||||||||||||||
| TOTAL LIABILITIES | 1,535,881,000 | 941,592,000 | |||||||||||||||||||||||||||||||
| Temporary Equity | |||||||||||||||||||||||||||||||||
| Redeemable preferred stock | [10] | 3,173,686,000 | 2,439,731,000 | ||||||||||||||||||||||||||||||
| Permanent deficit: | |||||||||||||||||||||||||||||||||
| Common stock | [11] | 0 | 0 | ||||||||||||||||||||||||||||||
| Additional paid-in capital | 579,228,000 | 135,517,000 | |||||||||||||||||||||||||||||||
| Accumulated other comprehensive loss | (166,000) | (21,000) | |||||||||||||||||||||||||||||||
| Accumulated deficit | (699,177,000) | (474,558,000) | |||||||||||||||||||||||||||||||
| Total Permanent Equity | (120,115,000) | (339,062,000) | |||||||||||||||||||||||||||||||
| TOTAL LIABILITIES, TEMPORARY EQUITY AND PERMANENT EQUITY | $ 4,589,452,000 | $ 3,042,261,000 | |||||||||||||||||||||||||||||||
| Redeemable preferred stock, shares authorized (in shares) | 311,842,666 | 254,842,666 | |||||||||||||||||||||||||||||||
| Redeemable preferred stock, shares issued (in shares) | 256,459,941 | 218,814,230 | |||||||||||||||||||||||||||||||
| Redeemable preferred stock, shares outstanding (in shares) | 256,459,941 | 218,814,230 | |||||||||||||||||||||||||||||||
| Common stock, shares authorized (in shares) | 452,815,616 | 395,815,616 | |||||||||||||||||||||||||||||||
| Common stock, shares issued (in shares) | 66,034,174 | 39,614,844 | |||||||||||||||||||||||||||||||
| Common stock, shares outstanding (in shares) | 66,034,174 | 39,614,844 | |||||||||||||||||||||||||||||||
| Redemption amount | $ 3,210,470,000 | $ 2,476,891,000 | |||||||||||||||||||||||||||||||
| Social Finance, Inc. | Parent Company | Nonvoting Common Stock | |||||||||||||||||||||||||||||||||
| Permanent deficit: | |||||||||||||||||||||||||||||||||
| Common stock, shares authorized (in shares) | 5,000,000 | 5,000,000 | |||||||||||||||||||||||||||||||
| Common stock, shares issued (in shares) | 1,380,852 | 1,380,852 | |||||||||||||||||||||||||||||||
| Common stock, shares outstanding (in shares) | 1,380,852 | 1,380,852 | |||||||||||||||||||||||||||||||
| |||||||||||||||||||||||||||||||||
Condensed Financial Information of Registrant - Condensed Statements of Operations and Comprehensive Loss (Details) - USD ($) |
3 Months Ended | 6 Months Ended | 12 Months Ended | |||
|---|---|---|---|---|---|---|
Mar. 31, 2021 |
Mar. 31, 2020 |
Dec. 31, 2020 |
Dec. 31, 2020 |
Dec. 31, 2019 |
Dec. 31, 2018 |
|
| Noninterest expense | ||||||
| Income tax (expense) benefit | $ 0 | |||||
| Net loss | $ (60,394,659) | $ (55,771,393) | ||||
| Social Finance, Inc. | ||||||
| Interest income | ||||||
| Securitizations | 4,467,000 | $ 7,061,000 | $ 24,031,000 | $ 23,179,000 | $ 19,300,000 | |
| Related party notes | 211,000 | 1,052,000 | 3,189,000 | 3,338,000 | 0 | |
| Other | 629,000 | 3,053,000 | 5,964,000 | 11,210,000 | 2,109,000 | |
| Total interest income | 82,528,000 | 97,282,000 | 363,537,000 | 608,193,000 | 589,618,000 | |
| Interest expense | ||||||
| Securitizations and warehouses | 29,808,000 | 47,523,000 | 155,150,000 | 268,063,000 | 330,186,000 | |
| Other | 432,000 | 1,522,000 | 30,456,000 | 10,296,000 | 368,000 | |
| Total interest expense | 35,248,000 | 50,133,000 | 185,606,000 | 278,359,000 | 330,554,000 | |
| Net interest income | 47,280,000 | 47,149,000 | 177,931,000 | 329,834,000 | 259,064,000 | |
| Noninterest income | ||||||
| Securitizations | (2,036,000) | (83,104,000) | (70,251,000) | (199,125,000) | (114,705,000) | |
| Other | 6,845,000 | 2,943,000 | 15,827,000 | 4,199,000 | 797,000 | |
| Total noninterest income (loss) | 148,704,000 | 31,153,000 | 387,601,000 | 112,825,000 | 10,335,000 | |
| Total net revenue | 195,984,000 | 78,302,000 | 565,532,000 | 442,659,000 | 269,399,000 | |
| Noninterest expense | ||||||
| Technology and product development | 65,948,000 | 40,171,000 | 201,199,000 | 147,458,000 | 99,319,000 | |
| Sales and marketing | 87,234,000 | 62,670,000 | 276,577,000 | 266,198,000 | 212,604,000 | |
| Cost of operations | 57,570,000 | 32,657,000 | 178,896,000 | 116,327,000 | 88,885,000 | |
| General and administrative | 161,697,000 | 49,114,000 | 237,381,000 | 152,275,000 | 121,948,000 | |
| Total noninterest expense | 372,449,000 | 184,612,000 | 894,053,000 | 682,258,000 | 522,756,000 | |
| Loss before income taxes | (176,465,000) | (106,310,000) | (328,521,000) | (239,599,000) | (253,357,000) | |
| Income tax (expense) benefit | (1,099,000) | (57,000) | 104,468,000 | (98,000) | 958,000 | |
| Net loss | (177,564,000) | (106,367,000) | (224,053,000) | (239,697,000) | (252,399,000) | |
| Other comprehensive income (loss) | ||||||
| Foreign currency translation adjustments, net | (80,000) | (7,000) | (145,000) | (9,000) | 21,000 | |
| Total other comprehensive income (loss) | (80,000) | (7,000) | (145,000) | (9,000) | 21,000 | |
| Comprehensive loss | $ (177,644,000) | $ (106,374,000) | (224,198,000) | (239,706,000) | (252,378,000) | |
| Social Finance, Inc. | Parent Company | ||||||
| Interest income | ||||||
| Securitizations | 22,541,000 | 18,424,000 | 16,106,000 | |||
| Related party notes | 3,189,000 | 3,338,000 | 0 | |||
| Intercompany | 3,575,000 | 6,230,000 | 7,276,000 | |||
| Other | 925,000 | 899,000 | 423,000 | |||
| Total interest income | 30,230,000 | 28,891,000 | 23,805,000 | |||
| Interest expense | ||||||
| Securitizations and warehouses | 11,906,000 | 23,545,000 | 15,868,000 | |||
| Other | 28,140,000 | 4,962,000 | 233,000 | |||
| Total interest expense | 40,046,000 | 28,507,000 | 16,101,000 | |||
| Net interest income | (9,816,000) | 384,000 | 7,704,000 | |||
| Noninterest income | ||||||
| Securitizations | 4,189,000 | 4,382,000 | (4,555,000) | |||
| Other | (87,000) | 1,502,000 | 534,000 | |||
| Total noninterest income (loss) | 4,102,000 | 5,884,000 | (4,021,000) | |||
| Total net revenue | (5,714,000) | 6,268,000 | 3,683,000 | |||
| Noninterest expense | ||||||
| Technology and product development | 105,056,000 | 103,278,000 | 37,653,000 | |||
| Sales and marketing | 70,219,000 | 65,158,000 | 39,441,000 | |||
| Cost of operations | 16,722,000 | 9,299,000 | 896,000 | |||
| General and administrative | 125,401,000 | 59,090,000 | 27,776,000 | |||
| Total noninterest expense | 317,398,000 | 236,825,000 | 105,766,000 | |||
| Loss before income taxes | (323,112,000) | (230,557,000) | (102,083,000) | |||
| Income tax (expense) benefit | 113,548,000 | 5,122,000 | (33,914,000) | |||
| Loss before equity in loss of subsidiaries | (209,564,000) | (225,435,000) | (135,997,000) | |||
| Equity in loss of subsidiaries | (14,489,000) | (14,262,000) | (116,402,000) | |||
| Net loss | (224,053,000) | (239,697,000) | (252,399,000) | |||
| Other comprehensive income (loss) | ||||||
| Foreign currency translation adjustments, net | (145,000) | (9,000) | 21,000 | |||
| Total other comprehensive income (loss) | (145,000) | (9,000) | 21,000 | |||
| Comprehensive loss | $ (224,198,000) | $ (239,706,000) | $ (252,378,000) | |||
Condensed Financial Information of Registrant - Condensed Statement of Cash Flows (Details) - USD ($) |
3 Months Ended | 6 Months Ended | 12 Months Ended | |||
|---|---|---|---|---|---|---|
Mar. 31, 2021 |
Mar. 31, 2020 |
Dec. 31, 2020 |
Dec. 31, 2020 |
Dec. 31, 2019 |
Dec. 31, 2018 |
|
| Operating activities | ||||||
| Net cash used in operating activities | $ (1,670,479) | $ (1,286,224) | ||||
| Investing activities | ||||||
| Net cash provided by (used in) investing activities | (805,000,000) | |||||
| Financing activities | ||||||
| Proceeds from common stock issuances | 25,000 | |||||
| Net cash provided by financing activities | 1,450,705 | 806,545,938 | ||||
| Net Change in Cash | (219,774) | 259,714 | ||||
| Cash – Beginning | 259,714 | 0 | ||||
| Cash – Ending | 39,940 | 259,714 | $ 259,714 | |||
| Social Finance, Inc. | ||||||
| Operating activities | ||||||
| Net cash used in operating activities | 340,051,000 | $ 272,799,000 | (479,336,000) | $ (54,733,000) | $ 1,023,277,000 | |
| Investing activities | ||||||
| Purchases of property, equipment, software and intangible assets | (7,445,000) | (5,499,000) | (24,549,000) | (37,590,000) | (13,729,000) | |
| Related party notes receivable issuances | (7,643,000) | (9,050,000) | 0 | |||
| Repayments of notes by subsidiaries | 16,693,000 | 0 | ||||
| Purchases of non-securitization investments | 0 | (145,000) | (145,000) | (3,608,000) | (100,401,000) | |
| Receipts from securitization investments | 64,165,000 | 70,983,000 | 322,704,000 | 165,116,000 | 101,879,000 | |
| Acquisition of business, net of cash acquired | (32,392,000) | 0 | 0 | |||
| Net cash provided by (used in) investing activities | 180,947,000 | 65,339,000 | 258,949,000 | 114,868,000 | (12,251,000) | |
| Financing activities | ||||||
| Proceeds from debt issuances | 1,925,042,000 | 3,203,608,000 | 10,234,378,000 | 12,458,120,000 | 13,702,867,000 | |
| Repayment of debt | (2,912,263,000) | (3,116,680,000) | (9,708,991,000) | (12,826,085,000) | (14,634,415,000) | |
| Payment of debt issuance costs | (1,645,000) | (621,000) | (16,443,000) | (20,596,000) | (22,672,000) | |
| Taxes paid related to net share settlement of stock-based awards | (25,989,000) | (4,640,000) | (31,259,000) | (21,411,000) | (3,154,000) | |
| Purchases of common stock | (526,000) | 0 | (40,000) | (8,804,000) | 0 | |
| Proceeds from common stock issuances | 369,840,000 | 0 | 0 | |||
| Proceeds from stock option exercises | 2,624,000 | 235,000 | 3,781,000 | 7,844,000 | 2,581,000 | |
| Note receivable issuance to stockholder | 0 | (58,000,000) | 0 | |||
| Note receivable principal repayments from stockholder | 43,513,000 | 14,487,000 | 0 | |||
| Proceeds from redeemable preferred stock issuances | 0 | 573,845,000 | 0 | |||
| Payment of redeemable preferred stock issuance costs | 0 | (2,400,000) | 0 | |||
| Payment of redeemable preferred stock dividends | (40,536,000) | (23,923,000) | 0 | |||
| Finance lease principal payments | (163,000) | 0 | (489,000) | 0 | 0 | |
| Net cash provided by financing activities | (1,145,779,000) | 81,902,000 | 853,754,000 | 93,077,000 | (954,793,000) | |
| Effect of exchange rates on cash and cash equivalents | (80,000) | (7,000) | (145,000) | (9,000) | 21,000 | |
| Net Change in Cash | (624,861,000) | 420,033,000 | 633,222,000 | 153,203,000 | 56,254,000 | |
| Cash – Beginning | 1,323,428,000 | 690,206,000 | 690,206,000 | 537,003,000 | 480,749,000 | |
| Cash – Ending | 698,567,000 | 1,110,239,000 | 1,323,428,000 | 1,323,428,000 | 690,206,000 | 537,003,000 |
| Supplemental non-cash investing and financing activities | ||||||
| Redeemable preferred stock warrants accounted for as liabilities | 0 | 22,268,000 | 0 | |||
| Non-cash property, equipment, software and intangible asset additions | 888,000 | 0 | 358,000 | 15,247,000 | 0 | |
| Seller note issued in acquisition | 243,998,000 | 0 | 0 | |||
| Redeemable preferred stock issued in acquisition | 814,156,000 | 0 | 0 | |||
| Common stock options assumed in acquisition | 32,197,000 | 0 | 0 | |||
| Issuance of common stock in acquisition | 15,565,000 | 0 | 941,000 | |||
| Finance lease ROU assets acquired | 15,100,000 | 0 | 0 | |||
| Accrued but unpaid deferred equity costs | 56,000 | 0 | 0 | |||
| Redeemed but unpaid common stock | 526,000 | 0 | 0 | |||
| Redeemed but unpaid redeemable preferred stock | 132,859,000 | 0 | 0 | |||
| Parent Company | Social Finance, Inc. | ||||||
| Operating activities | ||||||
| Net cash used in operating activities | (226,217,000) | (99,301,000) | (107,115,000) | |||
| Investing activities | ||||||
| Purchases of property, equipment, software and intangible assets | (18,327,000) | (37,529,000) | (11,222,000) | |||
| Related party notes receivable issuances | (7,643,000) | (9,050,000) | 0 | |||
| Issuances of notes to subsidiaries | (1,387,801,000) | (1,123,568,000) | (479,829,000) | |||
| Repayments of notes by subsidiaries | 1,443,765,000 | 461,849,000 | 122,438,000 | |||
| Purchases of non-securitization investments | (145,000) | (3,583,000) | (100,401,000) | |||
| Receipts from securitization investments | 322,704,000 | 165,116,000 | 101,879,000 | |||
| Acquisition of business, net of cash acquired | (76,194,000) | 0 | 0 | |||
| Net cash provided by (used in) investing activities | 276,359,000 | (546,765,000) | (367,135,000) | |||
| Financing activities | ||||||
| Proceeds from debt issuances | 596,176,000 | 462,410,000 | 612,935,000 | |||
| Repayment of debt | (451,540,000) | (302,600,000) | (107,236,000) | |||
| Payment of debt issuance costs | (928,000) | (544,000) | (4,296,000) | |||
| Taxes paid related to net share settlement of stock-based awards | (31,259,000) | (21,411,000) | (3,154,000) | |||
| Purchases of common stock | (40,000) | (8,804,000) | 0 | |||
| Proceeds from common stock issuances | 369,840,000 | 0 | 0 | |||
| Proceeds from stock option exercises | 3,781,000 | 7,844,000 | 2,581,000 | |||
| Note receivable issuance to stockholder | 0 | (58,000,000) | 0 | |||
| Note receivable principal repayments from stockholder | 43,513,000 | 14,487,000 | 0 | |||
| Proceeds from redeemable preferred stock issuances | 0 | 573,845,000 | 0 | |||
| Payment of redeemable preferred stock issuance costs | 0 | (2,400,000) | 0 | |||
| Payment of redeemable preferred stock dividends | (40,536,000) | (23,923,000) | 0 | |||
| Finance lease principal payments | (489,000) | 0 | 0 | |||
| Net cash provided by financing activities | 488,518,000 | 640,904,000 | 500,830,000 | |||
| Effect of exchange rates on cash and cash equivalents | (145,000) | (9,000) | 21,000 | |||
| Net Change in Cash | 538,515,000 | (5,171,000) | 26,601,000 | |||
| Cash – Beginning | $ 593,967,000 | $ 55,452,000 | 55,452,000 | 60,623,000 | 34,022,000 | |
| Cash – Ending | $ 593,967,000 | 593,967,000 | 55,452,000 | 60,623,000 | ||
| Supplemental non-cash investing and financing activities | ||||||
| Non-cash settlement of notes receivable via beneficial loan interest transfers | 176,449,000 | 486,168,000 | 510,910,000 | |||
| Redeemable preferred stock warrants accounted for as liabilities | 0 | 22,268,000 | 0 | |||
| Non-cash property, equipment, software and intangible asset additions | 47,000 | 13,955,000 | 0 | |||
| Seller note issued in acquisition | 243,998,000 | 0 | 0 | |||
| Redeemable preferred stock issued in acquisition | 814,156,000 | 0 | 0 | |||
| Common stock options assumed in acquisition | 32,197,000 | 0 | 0 | |||
| Issuance of common stock in acquisition | 15,565,000 | 0 | 941,000 | |||
| Finance lease ROU assets acquired | 15,100,000 | 0 | 0 | |||
| Accrued but unpaid deferred equity costs | 56,000 | 0 | 0 | |||
| Redeemed but unpaid common stock | 526,000 | 0 | 0 | |||
| Redeemed but unpaid redeemable preferred stock | $ 132,859,000 | $ 0 | $ 0 | |||
Condensed Financial Information of Registrant (Details) - USD ($) |
3 Months Ended | 6 Months Ended | 12 Months Ended | |||
|---|---|---|---|---|---|---|
Mar. 31, 2021 |
Mar. 31, 2020 |
Dec. 31, 2020 |
Dec. 31, 2020 |
Dec. 31, 2019 |
Dec. 31, 2018 |
|
| Income Taxes | ||||||
| Income tax (expense) benefit | $ 0 | |||||
| Social Finance, Inc. | ||||||
| Income Taxes | ||||||
| Income tax (expense) benefit | $ (1,099,000) | $ (57,000) | $ 104,468,000 | $ (98,000) | $ 958,000 | |
| Commitments, Guarantees and Contingencies | ||||||
| Letters of credit outstanding with financial institutions | 9,300,000 | 9,300,000 | 9,300,000 | 9,400,000 | ||
| Intercompany Transactions [Abstract] | ||||||
| Related party notes receivable | $ 0 | 17,923,000 | 17,923,000 | 9,174,000 | ||
| Parent Company | Social Finance, Inc. | ||||||
| Income Taxes | ||||||
| Deferred tax assets | 17,101,000 | 17,101,000 | 8,445,000 | |||
| Income tax (expense) benefit | 113,548,000 | 5,122,000 | $ (33,914,000) | |||
| Commitments, Guarantees and Contingencies | ||||||
| Letters of credit outstanding with financial institutions | 8,600,000 | 8,600,000 | 8,600,000 | |||
| Portion of letters of credit collateralized by cash | 2,600,000 | 2,600,000 | 2,600,000 | |||
| Intercompany Transactions [Abstract] | ||||||
| Related party notes receivable | 17,923,000 | 17,923,000 | 9,174,000 | |||
| Parent Company | Social Finance, Inc. | Affiliated Entity | Management Services | ||||||
| Intercompany Transactions [Abstract] | ||||||
| Related party notes receivable | 2,780,000 | 2,780,000 | 3,654,000 | |||
| Parent Company | Social Finance, Inc. | Affiliated Entity | Promissory Note | ||||||
| Intercompany Transactions [Abstract] | ||||||
| Related party notes receivable | $ 69,072,000 | $ 69,072,000 | $ 298,269,000 | |||
| Parent Company | Social Finance, Inc. | LIBOR | Affiliated Entity | Promissory Note | ||||||
| Intercompany Transactions [Abstract] | ||||||
| Interest rate | 2.00% | |||||