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Business Combinations (Tables)
 6 Months Ended
Jun. 30, 2022
Business Combination and Asset Acquisition [Abstract]  
Schedule of Purchase Price Consideration
The following table presents the components of the purchase consideration to acquire Technisys:
Fair value of common stock issued(1)
$875,042 
Fair value of awards assumed(2)
2,855 
Amounts payable to settle vested employee performance awards(3)
37,297 
Settlement of pre-combination transactions between acquirer and acquiree235 
Total purchase consideration
$915,429 
___________________
(1) Reflects the shares of SoFi common stock issued upon closing the acquisition of 81,856,112, inclusive of 6,903,663 shares held in escrow, multiplied by the closing stock price of SoFi common stock on the closing date of the Technisys Merger. As of June 30, 2022, the purchase price allocation process for Technisys was not finalized, as further discussed below.
(2) We contemporaneously converted outstanding performance awards into restricted stock units (“RSUs”) to acquire common stock of SoFi (“Replacement Awards”). The fair value of awards assumed in the purchase consideration was based on the closing stock price of SoFi common stock on the closing date of the Technisys Merger. Refer to Note 12 for additional information on our RSUs, including the Replacement Awards.
(3) We made payments of $14,773 and $17,641 related to this component of purchase consideration during the three and six months ended June 30, 2022, respectively.
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed
The following table presents the allocation of the preliminary total purchase consideration to the estimated fair values of the identified assets acquired and liabilities assumed of Technisys as of the date of acquisition, as well as measurement period adjustments reflected in the second quarter of 2022, which also impacted the amount of goodwill:
Preliminary Purchase Price Allocation
Measurement Period Adjustments(1)
Updated Purchase Price Allocation
Assets acquired
Cash and cash equivalents
$25,710 $— $25,710 
Accounts receivable(2)
15,354 (2,303)13,051 
Intangible assets(3)
239,000 — 239,000 
Operating lease right-of-use (“ROU”) assets
587 — 587 
Other assets
1,011 2,361 3,372 
Total identifiable assets acquired
281,662 58 281,720 
Liabilities assumed
Accounts payable, accruals and other liabilities
16,462 7,500 23,962 
Operating lease liabilities587 — 587 
Deferred income taxes(4)
55,104 2,239 57,343 
Total liabilities assumed72,153 9,739 81,892 
Total identified net assets acquired209,509 (9,681)199,828 
Goodwill(5)
705,920 9,681 715,601 
Total consideration$915,429 $— $915,429 
_________________
(1)The measurement period adjustments did not have a significant impact on our results of operations. The adjustment to accounts payable, accruals and other liabilities includes a tax payable adjustment of $6,548.
(2)Included accounts receivable and unbilled revenue with a gross contractual amount of $15,407. At the date of acquisition, the Company expected $2,356 to be uncollectible.
(3)Intangible assets consist of finite-lived intangible assets, as follows:
Gross carrying amount
Weighted-average useful life (years)
Developed technology(a)
$187,000 8.8
Customer-related(b)
42,000 4.8
Trade names, trademarks and domain names(c)
10,000 8.8
__________________
(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, and (ii) an assumed discount rate, which reflects the risk of the asset relative to the overall risk of Technisys.
(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, and (ii) an assumed discount rate, consistent with (a) above.
(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, and (ii) the discount rate, consistent with (a) above.
(4)The deferred tax liabilities recognized in the acquisition were primarily related to the acquired intangible assets, in which the acquiree had a significantly lower tax basis compared to the fair value.
(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. The goodwill is subject to additional changes based on the outcome of the net working capital calculation referenced earlier in this footnote. Goodwill is primarily attributable to expected growth opportunities at Technisys, and secondarily attributable to the expected synergies from leveraging the Technisys technology to enhance and expand Galileo’s product offerings and operations, as well as expand its market reach. As such, all of the goodwill is allocated to the Technology Platform segment.
Schedule of Finite-Lived Intangible Assets Acquired Intangible assets consist of finite-lived intangible assets, as follows:
Gross carrying amount
Weighted-average useful life (years)
Developed technology(a)
$187,000 8.8
Customer-related(b)
42,000 4.8
Trade names, trademarks and domain names(c)
10,000 8.8
__________________
(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, and (ii) an assumed discount rate, which reflects the risk of the asset relative to the overall risk of Technisys.
(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, and (ii) an assumed discount rate, consistent with (a) above.
(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, and (ii) the discount rate, consistent with (a) above.
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 June 30, 2021, and six months ended June 30, 2022 and 2021 as if the business combination had occurred on January 1, 2021:
Three Months Ended June 30,Six Months Ended June 30,
202120222021
Total net revenue$248,149 $703,775 $457,252 
Net loss(172,431)(197,369)(373,368)
Schedule of Goodwill
A rollforward of our goodwill balance is presented below as of the date indicated:
June 30, 2022
Beginning balance
$898,527 
Less: accumulated impairment
— 
Beginning balance, net
898,527 
Additional goodwill recognized(1)
726,848 
Ending balance(2)
$1,625,375 
_____________________
(1) The additional goodwill recognized as of June 30, 2022 includes $715,601 related to the Technisys Merger (inclusive of a measurement period adjustment in the second quarter of 2022) and $11,247 related to the Bank Merger.
(2) As of June 30, 2022, we had goodwill attributable to the following reportable segments: $1,588,216 to Technology Platform and $37,159 to Financial Services.