SoFi Technologies Inc
For the period ended Dec 31, 2024. Filed Feb 24, 2025.
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FY2024 · Filed Feb 24, 2025
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Report of Independent Registered Public Accounting Firm
To the shareholders and the Board of Directors of SoFi Technologies, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of SoFi Technologies, Inc. and subsidiaries (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations and comprehensive income (loss), changes in temporary equity and permanent equity (deficit), and cash flows, for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 24, 2025, expressed an unqualified opinion on the Company’s internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Loans at fair value— Refer to Notes 1, 4, and 15 to the financial statements
The Company has elected the fair value option to measure personal and student loans, which are classified as Level 3 instruments because the valuations utilize significant unobservable inputs. The Company determines the fair value of the loans using a discounted cash flow calculation, which is a form of the income approach, while also considering market data as it becomes available. Management estimates the future cash flows of each loan portfolio using key loan metrics and significant unobservable inputs. The significant unobservable assumptions used in the valuation model include conditional prepayment rate, annual default rate and discount rate.
We identified the valuation of certain personal and student loans, as a critical audit matter because of the unobservable inputs management uses to estimate fair value. This required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.
Our audit procedures related to the fair value measurement of the personal and student loans included the following, among others:
We tested the effectiveness of internal controls over the fair value of personal and student loans, including management’s controls over the evaluation of the reasonableness of unobservable inputs used in the valuation.
We tested the completeness and accuracy of the source information derived from the Company’s loan data, which is used in the valuation model.
We evaluated the valuation models and the related assumptions, including significant unobservable inputs.
With the assistance of our fair value specialists, we developed a range of independent fair value estimates of certain personal and student loans and compared our estimates to the Company’s estimates.
Goodwill — Galileo and Technisys Reporting Units - Refer to Notes 1 and 8 to the financial statements
The Company tests goodwill for impairment at the reporting unit level annually on October 1 st or whenever indicators of impairment exist. As of the annual impairment testing date of October 1, 2024, the Company performed a quantitative goodwill impairment assessment (“quantitative assessment”) for its Galileo and Technisys reporting units The Company’s quantitative assessment involves the comparison of the fair value of each reporting unit to its carrying amount. The Company determines the fair value of its reporting units using a combination of a discounted cash flow (“DCF”) calculation, which is a form of the income approach, and a market multiples calculation, which is a form of the market approach. The determination of the fair value of a reporting unit requires management to make significant estimates and assumptions related to forecasted future revenues and cash flows, the discount rate, and the determination of market multiples. Changes in these assumptions could have a significant impact on the fair value of the reporting units.
We identified the Company’s annual quantitative assessment of reporting units as a critical audit matter because of certain significant estimates and assumptions made by management to estimate the fair values of these reporting units. This required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists, when performing procedures to evaluate the reasonableness of management’s estimates and assumptions related to the forecasted future revenues and cash flows, the discount rate, and the determination of market multiples, specifically due to the sensitivity of the fair value of the reporting units to changes in the assumptions.
Our audit procedures related to the significant estimates and assumptions made by management to estimate the fair value of the Galileo and Technisys reporting units used in the quantitative assessment included the following, among others:
We tested the effectiveness of controls over management's quantitative impairment assessment, including those controls related to management’s forecast of future revenues and cash flows, selection of discount rates and determination of market multiples.
With the assistance of our fair value specialists, we evaluated the reasonableness of the valuation methodology and the key assumptions used in the assessment, including the selection of discount rates for which we tested the mathematical accuracy of the calculation, and developed a range of independent estimates and compared those to the discount rate selected by management. For the determination of market multiples, our specialist evaluated the peer set utilized, the selection and calculation of the multiples, and weighting of the multiples.
We evaluated management's ability to accurately forecast future revenues and cash flows by (1) understanding management’s process for developing their forecasts, and (2) comparing the forecasts to historical results, projections utilized in the prior year goodwill impairment analysis, and forecasted information included in analyst and industry reports.
Valuation Allowance on Deferred Tax Assets - Refer to Note 1 and Note 17 to the financial statements
The Company recognizes deferred tax assets for the expected future tax benefits of temporary differences between the financial reporting and tax bases of assets, as well as for net operating loss and tax credit carryforwards. A valuation allowance is recorded if, in management’s judgment, it is determined that it is not more-likely-than-not that all or some portion of the deferred tax asset will be realized. In determining whether it is more likely than not that deferred tax assets are realizable, management reviews all evidence, both positive and negative, including cumulative income, projections of future profitability, future reversal of deferred tax liabilities, history of U.S. federal and material state tax attributes expiring unused, as well as tax planning strategies.
In prior periods, the Company determined that it was not more-likely-than-not that all or some portion of the deferred tax assets would be realized due to historical cumulative losses and recorded a valuation allowance. During the fourth quarter of 2024, management concluded that cumulative income combined with projections of future profitability provided substantial positive evidence that outweighs the negative evidence to support the realization of certain of the Company's deferred tax assets primarily related to U.S. and certain state jurisdictions and released $258 million of its valuation allowance (“valuation allowance release”).
We identified the Company’s valuation allowance release as a critical audit matter due to the significant judgments made by management in assessing the realizability of deferred tax assets subject to the valuation allowance release. This required a high degree of auditor judgment and an increased extent of effort, including the need to involve our income tax specialists.
Our audit procedures related to the Company’s valuation allowance release included the following, among others:
We tested the effectiveness of management’s internal controls over the methods, assumptions, and judgements to determine whether it is more likely than not that the deferred tax assets will be realized, including management’s internal controls over the calculation of cumulative income, projections of future profitability, future reversal of deferred tax liabilities, history of U.S. federal tax attributes and material state tax attributes expiring unused, and tax planning strategies.
With the assistance of our income tax specialists:
We evaluated management’s calculation of cumulative income including the appropriateness of the adjustments for certain non-taxable and non-deductible transactions as well as non-recurring items.
We evaluated the nature and timing of the future reversal of the Company’s deferred tax liabilities.
We evaluated the nature of the deferred tax assets, including any history of U.S. federal and material state tax attributes expiring unused, and whether the sources of future taxable income were appropriate and sufficient such that the deferred tax assets would be realized under the relevant tax laws.
We evaluated the plausibility of management’s potential tax strategies to realize the deferred tax assets.
We evaluated the reasonableness of management's projections of future profitability by:
Understanding management’s process for developing their projections
Assessing the projections against internal communications to management and the board of directors, projected information included in analyst and industry reports and other areas of the audit.
| /s/ | Deloitte & Touche LLP |
|---|---|
| San Francisco, California | |
| February 24, 2025 | |
| We have served as the Company’s auditor since 2017. | |
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