grepcent / static financial knowledge base

OppFi Inc. (OPFI)

CIK: 0001818502. SIC: 6199 Finance Services. Latest 10-K as of: 2026-03-12.

SIC breadcrumb: Finance, Insurance, And Real Estate > SIC Major Group 61 > SIC 6199 Finance Services

SEC company page: https://www.sec.gov/edgar/browse/?CIK=1818502. Latest filing source: 0001818502-26-000019.

Informational only - descriptive public-record data, not investment advice.

Business

Read OPFI's verbatim Item 1 Business section from its latest 10-K: Business.

Risk Factors

Read OPFI's verbatim Item 1A Risk Factors from its latest 10-K: Risk Factors.

Selected Fundamentals

MetricValueUnitFYFiled
Revenue381,182,000USD20252026-03-12
Net income26,329,000USD20252026-03-12
Assets754,090,000USD20252026-03-12

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-03-12. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001818502.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.

Download these verified figures (annual + quarterly, with per-value filing provenance): JSON · CSV

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Free cash flow = operating cash flow - capital expenditures. Missing metrics are omitted rather than fabricated.

Metric2019202020212022202320242025
Revenue114,868,000200,227,000263,679,000216,960,000273,182,000321,478,000381,182,000
Net income25,554,0007,098,000-1,005,0007,258,00026,329,000
Operating income32,995,00077,516,00057,257,000-6,342,00046,355,00094,536,000166,678,000
Diluted EPS0.000.000.480.05-0.060.360.99
Operating cash flow148,919,000192,112,000167,346,000243,297,000296,146,000323,806,000401,305,000
Capital expenditures6,642,00010,720,00014,373,00013,250,0008,991,00013,010,00019,113,000
Dividends paid0.000.002,374,0006,414,000
Share buybacks0.000.002,460,0000.003,551,00015,517,000
Assets285,843,000502,106,000579,839,000601,543,000641,171,000754,090,000
Liabilities186,511,000344,228,000420,689,000407,514,000406,958,000445,214,000
Stockholders' equity5,000,010-9,040,000-494,00010,440,00032,774,00058,484,000
Cash and cash equivalents25,601,00025,064,00016,239,00031,791,00061,344,00049,451,000
Free cash flow142,277,000181,392,000152,973,000230,047,000287,155,000310,796,000382,192,000

Ratios

ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported.

Metric2019202020212022202320242025
Net margin9.69%3.27%-0.37%2.26%6.91%
Operating margin28.72%38.71%21.71%-2.92%16.97%29.41%43.73%
Return on equity-9.63%22.15%45.02%
Return on assets5.09%1.22%-0.17%1.13%3.49%
Liabilities / equity37.3039.0312.427.61

Industry Peer Context

Each number-line places OPFI against the min, median, and max of latest reported values among companies in the same SIC industry when at least three peers report that ratio.

Net margin peer context

OPFI Net margin versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6199; peer count 32.OPFI Net margin versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6199; peer count 32.32 SIC peersMin -144.6%Median 4.5%Max 86.5%OPFI 6.9%

Operating margin peer context

OPFI Operating margin versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6199; peer count 20.OPFI Operating margin versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6199; peer count 20.20 SIC peersMin -136.9%Median -13.2%Max 56.2%OPFI 43.7%

ROE peer context

OPFI ROE versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6199; peer count 33.OPFI ROE versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6199; peer count 33.33 SIC peersMin -470.9%Median -2.1%Max 55.5%OPFI 45.0%

ROA peer context

OPFI ROA versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6199; peer count 35.OPFI ROA versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6199; peer count 35.35 SIC peersMin -76.5%Median -0.1%Max 40.2%OPFI 3.5%

Financial Bridges

Waterfall figures reconcile reported SEC companyfacts components. Missing bridges are omitted when required components are not present for the same fiscal year.

Free cash flow = operating cash flow - capital expenditures

OPFI FY2025 free cash flow bridge from reported figures.OPFI FY2025 free cash flow bridge from reported figures.OPFI free cash flow bridgeFY2025: operating cash flow less capital expendituresSource: SEC companyfacts FY2025.Free cash flow bridgeReported amount$0.0B$250.0M$500.0M$401.3MOperating cash flow-$19.1MCapex$382.2MFree cash flow

Figure provenance: SEC companyfacts FY 2025. Operating cash flow: accession 0001818502-26-000019; concept NetCashProvidedByUsedInOperatingActivities; source concepts us-gaap:NetCashProvidedByUsedInOperatingActivities | Capital expenditures: accession 0001818502-26-000019; concept PaymentsToAcquireProductiveAssets; source concepts us-gaap:PaymentsToAcquireProductiveAssets | Free cash flow: accession 0001818502-26-000019; concept NetCashProvidedByUsedInOperatingActivities - PaymentsToAcquireProductiveAssets; source concepts us-gaap:NetCashProvidedByUsedInOperatingActivities; us-gaap:PaymentsToAcquireProductiveAssets

Financial Charts

OPFI revenue, last 5 periods. Source: SEC companyfacts FY2025.OPFI revenue, last 5 periods. Source: SEC companyfacts FY2025.OPFI RevenueLatest point: FY2025 = $381.2MSource: SEC companyfacts FY2025.Fiscal yearReported revenue$0.0B$250.0M$500.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001818502-26-000019; filed 2026-03-12. Concept: RevenuesNetOfInterestExpense. Source concepts: us-gaap:RevenuesNetOfInterestExpense.

OPFI net income, last 5 periods. Source: SEC companyfacts FY2025.OPFI net income, last 5 periods. Source: SEC companyfacts FY2025.OPFI Net incomeLatest point: FY2025 = $26.3MSource: SEC companyfacts FY2025.Fiscal yearNet income-$250.0M$0.0B$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001818502-26-000019; filed 2026-03-12. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.

OPFI operating income, last 5 periods. Source: SEC companyfacts FY2025.OPFI operating income, last 5 periods. Source: SEC companyfacts FY2025.OPFI Operating incomeLatest point: FY2025 = $166.7MSource: SEC companyfacts FY2025.Fiscal yearOperating income-$250.0M$0.0B$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001818502-26-000019; filed 2026-03-12. Concept: OperatingIncomeLoss. Source concepts: us-gaap:OperatingIncomeLoss.

OPFI diluted eps, last 5 periods. Source: SEC companyfacts FY2025.OPFI diluted eps, last 5 periods. Source: SEC companyfacts FY2025.OPFI Diluted EPSLatest point: FY2025 = $0.99/shareSource: SEC companyfacts FY2025.Fiscal yearDiluted EPS (USD/share)-$0.50/share$0.00/share$1.50/shareFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001818502-26-000019; filed 2026-03-12. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.

OPFI operating cash flow, last 5 periods. Source: SEC companyfacts FY2025.OPFI operating cash flow, last 5 periods. Source: SEC companyfacts FY2025.OPFI Operating cash flowLatest point: FY2025 = $401.3MSource: SEC companyfacts FY2025.Fiscal yearOperating cash flow$0.0B$250.0M$500.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001818502-26-000019; filed 2026-03-12. Concept: NetCashProvidedByUsedInOperatingActivities. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities.

OPFI capital expenditures, last 5 periods. Source: SEC companyfacts FY2025.OPFI capital expenditures, last 5 periods. Source: SEC companyfacts FY2025.OPFI Capital expendituresLatest point: FY2025 = $19.1MSource: SEC companyfacts FY2025.Fiscal yearCapital expenditures$0.0B$125.0M$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001818502-26-000019; filed 2026-03-12. Concept: PaymentsToAcquireProductiveAssets. Source concepts: us-gaap:PaymentsToAcquireProductiveAssets.

OPFI dividends paid, last 4 periods. Source: SEC companyfacts FY2025.OPFI dividends paid, last 4 periods. Source: SEC companyfacts FY2025.OPFI Dividends paidLatest point: FY2025 = $6.4MSource: SEC companyfacts FY2025.Fiscal yearDividends paid$0.0B$125.0M$250.0MFY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001818502-26-000019; filed 2026-03-12. Concept: PaymentsOfDividendsCommonStock. Source concepts: us-gaap:PaymentsOfDividendsCommonStock.

OPFI share buybacks, last 5 periods. Source: SEC companyfacts FY2025.OPFI share buybacks, last 5 periods. Source: SEC companyfacts FY2025.OPFI Share buybacksLatest point: FY2025 = $15.5MSource: SEC companyfacts FY2025.Fiscal yearShare buybacks$0.0B$125.0M$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001818502-26-000019; filed 2026-03-12. Concept: PaymentsForRepurchaseOfCommonStock. Source concepts: us-gaap:PaymentsForRepurchaseOfCommonStock.

OPFI assets, last 5 periods. Source: SEC companyfacts FY2025.OPFI assets, last 5 periods. Source: SEC companyfacts FY2025.OPFI AssetsLatest point: FY2025 = $754.1MSource: SEC companyfacts FY2025.Fiscal yearAssets$0.0B$500.0M$1.0BFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001818502-26-000019; filed 2026-03-12. Concept: Assets. Source concepts: us-gaap:Assets.

OPFI liabilities, last 5 periods. Source: SEC companyfacts FY2025.OPFI liabilities, last 5 periods. Source: SEC companyfacts FY2025.OPFI LiabilitiesLatest point: FY2025 = $445.2MSource: SEC companyfacts FY2025.Fiscal yearLiabilities$0.0B$250.0M$500.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001818502-26-000019; filed 2026-03-12. Concept: Liabilities. Source concepts: us-gaap:Liabilities.

OPFI stockholders' equity, last 5 periods. Source: SEC companyfacts FY2025.OPFI stockholders' equity, last 5 periods. Source: SEC companyfacts FY2025.OPFI Stockholders' equityLatest point: FY2025 = $58.5MSource: SEC companyfacts FY2025.Fiscal yearStockholders' equity-$250.0M$0.0B$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001818502-26-000019; filed 2026-03-12. Concept: StockholdersEquity. Source concepts: us-gaap:StockholdersEquity.

OPFI cash and cash equivalents, last 5 periods. Source: SEC companyfacts FY2025.OPFI cash and cash equivalents, last 5 periods. Source: SEC companyfacts FY2025.OPFI Cash and cash equivalentsLatest point: FY2025 = $49.5MSource: SEC companyfacts FY2025.Fiscal yearCash and cash equivalents$0.0B$125.0M$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001818502-26-000019; filed 2026-03-12. Concept: CashAndCashEquivalentsAtCarryingValue. Source concepts: us-gaap:CashAndCashEquivalentsAtCarryingValue.

OPFI free cash flow, last 5 periods. Source: SEC companyfacts FY2025.OPFI free cash flow, last 5 periods. Source: SEC companyfacts FY2025.OPFI Free cash flowLatest point: FY2025 = $382.2MSource: SEC companyfacts FY2025.Fiscal yearFree cash flow$0.0B$250.0M$500.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001818502-26-000019; filed 2026-03-12. Concept: NetCashProvidedByUsedInOperatingActivities - PaymentsToAcquireProductiveAssets. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities; us-gaap:PaymentsToAcquireProductiveAssets.

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-07. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001818502.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

QuarterEnd DateRevenueNet IncomeDiluted EPSMethod
2022-Q22022-06-300.10reported discrete quarter
2022-Q32022-09-30-0.04reported discrete quarter
2023-Q12023-03-310.02reported discrete quarter
2023-Q22023-06-3074,577,0002,142,0000.14reported discrete quarter
2023-Q32023-09-3075,668,0002,169,0000.13reported discrete quarter
2023-Q42023-12-3165,751,000-5,567,000derived Q4 = FY annual - nine-month YTD
2024-Q12024-03-3163,214,0005,537,0000.10reported discrete quarter
2024-Q22024-06-3086,281,0003,066,0000.16reported discrete quarter
2024-Q32024-09-3091,165,0004,264,0000.21reported discrete quarter
2024-Q42024-12-3180,818,000-5,609,000derived Q4 = FY annual - nine-month YTD
2025-Q12025-03-3190,810,000-11,372,000-0.48reported discrete quarter
2025-Q22025-06-30100,246,000-20,780,000-0.78reported discrete quarter
2025-Q32025-09-30104,557,00041,635,0000.77reported discrete quarter
2025-Q42025-12-3185,569,00016,846,000derived Q4 = FY annual - nine-month YTD
2026-Q12026-03-3187,298,00028,401,0000.56reported discrete quarter

Quarterly Charts

OPFI quarterly revenue, last 12 periods. Source: SEC companyfacts 2026-Q1.OPFI quarterly revenue, last 12 periods. Source: SEC companyfacts 2026-Q1.OPFI Quarterly RevenueLatest point: 2026-Q1 = $87.3MSource: SEC companyfacts 2026-Q1.Fiscal quarterQuarterly Revenue$0.0B$125.0M$250.0M2023-Q22023-Q32023-Q42024-Q12024-Q22024-Q32024-Q42025-Q12025-Q22025-Q32025-Q42026-Q1

Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001818502-26-000056; filed 2026-05-07. Concept: RevenuesNetOfInterestExpense. Source concepts: us-gaap:RevenuesNetOfInterestExpense.

OPFI quarterly net income, last 12 periods. Source: SEC companyfacts 2026-Q1.OPFI quarterly net income, last 12 periods. Source: SEC companyfacts 2026-Q1.OPFI Quarterly Net incomeLatest point: 2026-Q1 = $28.4MSource: SEC companyfacts 2026-Q1.Fiscal quarterQuarterly Net income-$250.0M$0.0B$250.0M2023-Q22023-Q32023-Q42024-Q12024-Q22024-Q32024-Q42025-Q12025-Q22025-Q32025-Q42026-Q1

Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001818502-26-000056; filed 2026-05-07. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.

OPFI quarterly diluted eps, last 12 periods. Source: SEC companyfacts 2026-Q1.OPFI quarterly diluted eps, last 12 periods. Source: SEC companyfacts 2026-Q1.OPFI Quarterly Diluted EPSLatest point: 2026-Q1 = $0.56/shareSource: SEC companyfacts 2026-Q1.Fiscal quarterQuarterly Diluted EPS (USD/share)-$1.00/share$0.00/share$1.00/share2022-Q22022-Q32023-Q12023-Q22023-Q32024-Q12024-Q22024-Q32025-Q12025-Q22025-Q32026-Q1

Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001818502-26-000056; filed 2026-05-07. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.

Macro Cross-References

Latest quarter (10-Q)

Latest 10-Q source: 0001818502-26-000056.

Extracted structurally from real Item 2 body heading to real Item 3/4 boundary. Confidence: high. Filing date: 2026-05-07. Report date: 2026-03-31.

ITEM 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited consolidated financial statements and related notes thereto included elsewhere in this Quarterly Report on Form 10-Q. This discussion contains forward-looking statements that involve risks and uncertainties. You should review the sections titled “Cautionary Note Concerning Factors That May Affect Future Results” and “Risk Factors” of this Form 10-Q and our Annual Report on Form 10-K, filed with the U.S. Securities and Exchange Commission on March 12, 2026 (“2025 Annual Report”), for a discussion of forward-looking statements and important factors that could cause actual results to differ materially from the results described or implied by the forward-looking statements contained in the following discussion and analysis.

OVERVIEW

We are a tech-enabled digital finance platform that partners with banks to offer financial products and services to everyday Americans. Through this transparent and responsible platform, which emphasizes financial inclusion and exceptional customer experience, we assist consumers who are underserved by traditional financing options in building improved financial health. OppLoans by OppFi maintains a 4.4/5.0 star rating on Trustpilot based on over 5,500 reviews, positioning us among the top consumer-rated financial platforms online. We also hold a 35% equity interest in Bitty Holdings, LLC (“Bitty”), a credit access company that provides revenue-based financing and other working capital solutions to small businesses.

Our primary mission is to facilitate financial inclusion and credit access to the 48 million everyday Americans who face credit insecurity through unwavering commitment to our customers, who benefit from a highly automated, transparent, efficient, and fully digital experience. The banks that work with us benefit from our turn-key, outsourced marketing, data science, and proprietary technology to digitally acquire, underwrite, and service these consumers.

Our primary products are offered by our OppLoans platform. Customers on this platform are U.S. consumers who are employed, have bank accounts, and generally earn median wages. The average installment loan for a new borrower facilitated by us is approximately $2,000, payable in installments and with an average contractual term of 11 months.

HIGHLIGHTS

Our financial results as of and for the three months ended March 31, 2026 are summarized below:

•Net income increased 165.0% to $54.0 million from $20.4 million for the three months ended March 31, 2026 and 2025, respectively;

•Diluted earnings per common share increased $1.04 to $0.56 from diluted loss per common share of $0.48 for the three months ended March 31, 2026 and 2025, respectively;

•Adjusted net income (“Adjusted Net Income”)(1) decreased 11.2% to $30.0 million from $33.8 million for the three months ended March 31, 2026 and 2025, respectively;

•Adjusted earnings per share (“Adjusted EPS”)(1) decreased $0.03 to $0.35 from $0.38 for the three months ended March 31, 2026 and 2025, respectively;

•Total revenue increased 8.3% to $151.9 million from $140.3 million for the three months ended March 31, 2026 and 2025, respectively;

•Net originations decreased 7.0% to $176.0 million from $189.2 million for the three months ended March 31, 2026 and 2025, respectively; and

•Ending receivables increased 9.4% to $444.9 million from $406.6 million as of March 31, 2026 and 2025, respectively.

(1) Adjusted EPS and Adjusted Net Income are non-GAAP financial measures. For information regarding our uses and definitions of these measures and for reconciliations to the most directly comparable United States GAAP measures, see the section titled “Non-GAAP Financial Measures” below.

RECENT EVENTS

In April 2026, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with BNCCORP, Inc. (“BNCC”) pursuant to which BNCC will merge with one of our wholly owned subsidiaries of the Company and BNC National Bank (“BNC”), a wholly owned subsidiary of BNCC, will become a wholly owned subsidiary of the Company (together with the Merger, the “Transaction”). The Transaction is subject to customary closing conditions, including regulatory and BNCC

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stockholder approvals, and is expected to close in the fourth quarter of 2026, although there can be no assurance that such conditions will be satisfied. The Transaction is expected to enable us to operate as a bank holding company and, over time, provide access to a more stable and lower-cost source of funding through deposits, although it will also subject us to increased regulatory capital and compliance requirements. We believe the Transaction will further align our technology-enabled platform with a regulated banking infrastructure, supporting our long-term strategy to vertically integrate our operations and enhance risk management and funding flexibility.

In addition, in April 2026, we completed a series of transactions pursuant to a Corporate Simplification Agreement (the “Corporate Simplification”), which resulted in us becoming the sole owner of OppFi-LLC and the termination of our Tax Receivable Agreement (the “TRA”). The Corporate Simplification is expected to simplify our organizational structure, eliminate noncontrolling interests, and result in future tax benefits totaling approximately $111 million from the tax basis "step-up" triggered by the Corporate Simplification and previous exchanges, partially offset by aggregate TRA termination payments of approximately $40.8 million. We expect the simplified structure to improve the transparency and comparability of our financial results and better position us to execute on our strategic and capital allocation priorities.

KEY PERFORMANCE METRICS

We regularly review the following key metrics to evaluate our business, measure our performance, identify trends affecting our business, formulate financial projections, and make strategic decisions, which may also be useful to an investor. The following tables and related discussion set forth key financial and operating metrics for our operations as of and for the three months ended March 31, 2026 and 2025. Percentages presented are calculated from the underlying whole-dollar amounts.

Total Net Originations

We measure originations to assess the growth trajectory and overall size of our loan portfolio. There is a direct correlation between origination growth and revenue growth. Loans are considered to be originated when the contract is signed with the prospective borrower. The vast majority of originations ultimately disburse to a borrower, but disbursement timing lags that of originations.

The following table presents total net originations (defined as gross originations net of transferred balance on refinanced loans), total retained net originations (defined as the portion of total net originations with respect to which we ultimately purchased a receivable from bank partners), and percentage of net originations by new loans for the three months ended March 31, 2026 and 2025 (in thousands):

Three Months Ended March 31,Change
20262025$%
Total net originations$175,975$189,168$(13,193)(7.0)%
Total retained net originations$151,449$168,963$(17,514)(10.4)%
Percentage of net originations by new loans42.4%36.6%N/A15.8%

Total net originations decreased to $176.0 million for the three months ended March 31, 2026 from $189.2 million for the three months ended March 31, 2025. The 7.0% decrease was mainly a result of lower net originations from refinance customers, as the prior year period benefited from changes to our credit model that increased the maximum loan amount those customers could refinance as well as higher average tax refunds that temporarily reduced loan demand for the current year period, which outweighed higher originations from new customers. Total retained net originations decreased to $151.4 million for the three months ended March 31, 2026 from $169.0 million for the three months ended March 31, 2025. The 10.4% decrease was a result of the decrease in total net originations, furthered by the growth in the percentage of loans retained by our bank partners.

Total net originations of new loans as a percentage of total loans increased to 42.4% for the three months ended March 31, 2026 from 36.6% for the three months ended March 31, 2025. The increase was a result of both new originations increasing and returning and refinance originations decreasing year over year.

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Ending Receivables

Ending receivables are defined as the unpaid principal balances of loans at the end of the reporting period. The following table presents ending receivables as of March 31, 2026 and 2025 (in thousands):

As of March 31,Change
20262025$%
Ending receivables$444,922$406,579$38,3439.4%

Ending receivables increased to $444.9 million as of March 31, 2026 from $406.6 million as of March 31, 2025. The 9.4% increase was primarily driven by a higher balance to start the year, partially offset by lower retained net originations and higher gross charge-offs for the period.

Average Yield

Average yield represents total revenue from the period as a percent of average receivables and is presented as an annualized metric. Receivables are defined as the unpaid principal balances of loans. The following table presents average yield for the three months ended March 31, 2026 and 2025:

Three Months Ended March 31,Change
20262025%
Average yield, annualized130.7%135.8%(3.8)%

Average yield decreased to 130.7% for the three months ended March 31, 2026 from 135.8% for the three months ended March 31, 2025. The 3.8% decrease was driven by an increase in delinquent loans in the portfolio that were not accruing interest throughout the period, partially offset by an increase in the average statutory rate during the period.

Net Charge-Offs as a Percentage of Total Revenue and Net Charge-Offs as a Percentage of Average Receivables

Net charge-offs as a percentage of total revenue and net charge-offs as a percentage of average receivables represent total charge-offs from the period less recoveries as a percentage of total revenue and as a percentage of average receivables. Net charge-offs as a percentage of average receivables is presented as an annualized metric. Receivables are defined as the unpaid principal balances of loans. Our charge-off policy is based on a review of delinquent finance receivables on a loan-by-loan basis. Finance receivables are charged off at the earlier of the time when accounts reach 90 days past due on a recency basis, when we receive notification of a customer bankruptcy, or when finance receivables are otherwise deemed uncollectible.

The following table presents net charge-offs as a percentage of total revenue and as an annualized percentage of average receivables for the three months ended March 31, 2026 and 2025:

Three Months Ended March 31,Change
20262025%
Net charge-offs as % of total revenue42.5%34.6%22.8%
Net charge-offs as % of average receivables, annualized55.5%47.0%18.2%

Net charge-offs as a percentage of total revenue increased to 42.5% for the three months ended March 31, 2026 from 34

[Excerpt truncated for page length; source filing is linked above.]

Latest 10-K MD&A

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2026-03-12. Report date: 2025-12-31.

ITEM 7.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and related notes thereto included elsewhere in this Annual Report on Form 10-K. This discussion contains forward-looking statements that involve risks and uncertainties. You should review the sections titled “Cautionary Note Concerning Factors That May Affect Future Results” and “Risk Factors” of this Annual Report on Form 10-K for a discussion of forward-looking statements and important factors that could cause actual results to differ materially from the results described or implied by the forward-looking statements contained in the following discussion and analysis.

OVERVIEW

We are a tech-enabled digital finance platform that partners with banks to offer financial products and services to everyday Americans. Through this transparent and responsible platform, which emphasizes financial inclusion and exceptional customer experience, we assist consumers who are underserved by traditional financing options in building improved financial health. OppLoans by OppFi maintains a 4.4/5.0 star rating on Trustpilot based on over 5,400 reviews, positioning us among the top consumer-rated financial platforms online. We also hold a 35% equity interest in Bitty Holdings, LLC (“Bitty”), a credit access company that provides revenue-based financing and other working capital solutions to small businesses.

Our primary mission is to facilitate financial inclusion and credit access to the 48 million everyday Americans who face credit insecurity through unwavering commitment to our customers, who benefit from a highly automated, transparent, efficient, and fully digital experience. The banks that work with us benefit from our turn-key, outsourced marketing, data science, and proprietary technology to digitally acquire, underwrite, and service these consumers.

Our primary products are offered by our OppLoans platform. Customers on this platform are U.S. consumers who are employed, have bank accounts, and generally earn median wages. The average installment loan for a new borrower facilitated by us is approximately $1,950, payable in installments and with an average contractual term of 11 months.

HIGHLIGHTS

Our financial results as of and for the year ended December 31, 2025 are summarized below:

•Net income increased 74.4% to $146.2 million from $83.8 million for the years ended December 31, 2025 and 2024, respectively;

•Basic and diluted earnings per share (“EPS”) increased $0.63 to $0.99 from $0.36 for the years ended December 31, 2025 and 2024, respectively;

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•Adjusted net income (“Adjusted Net Income”)(1) increased 69.1% to $139.8 million from $82.7 million for the years ended December 31, 2025 and 2024, respectively;

•Adjusted earnings per share (“Adjusted EPS”)(1) increased $0.64 to $1.59 from $0.95 for the years ended December 31, 2025 and 2024, respectively;

•Total revenue increased 13.5% to $597.1 million from $526.0 million for the years ended December 31, 2025 and 2024, respectively;

•Net originations increased 12.2% to $899.3 million from $801.5 million for the years ended December 31, 2025 and 2024, respectively;

•Ending receivables increased 16.0% to $493.1 million from $425.2 million as of December 31, 2025 and 2024, respectively; and

(1) Adjusted EPS and Adjusted Net Income are non-GAAP financial measures. For information regarding our uses and definitions of these measures and for reconciliations to the most directly comparable United States GAAP measures, see the section titled “Non-GAAP Financial Measures” below.

KEY PERFORMANCE METRICS

We regularly review the following key metrics to evaluate our business, measure our performance, identify trends affecting our business, formulate financial projections, and make strategic decisions, which may also be useful to an investor. The following tables and related discussion set forth key financial and operating metrics for our operations as of and for the years ended December 31, 2025 and 2024. Percentages presented are calculated from the underlying whole-dollar amounts.

Total Net Originations

We measure originations to assess the growth trajectory and overall size of our loan portfolio. There is a direct correlation between origination growth and revenue growth. Loans are considered to be originated when the prospective borrower’s application is approved. The vast majority of our originations ultimately disburse to a borrower, but disbursement timing lags that of originations.

The following table presents total net originations (defined as gross originations net of transferred balance on refinanced loans), total retained net originations (defined as the portion of total net originations with respect to which we ultimately purchased a receivable from our bank partners), and percentage of net originations by new loans for the years ended December 31, 2025 and 2024 (in thousands):

Year Ended December 31,Change
20252024$%
Total net originations$899,270$801,514$97,75612.2%
Total retained net originations791,124732,79958,3258.0%
Percentage of net originations by new loans42.1%44.0%N/A(4.2)%

Total net originations increased to $899.3 million for the year ended December 31, 2025 from $801.5 million for the year ended December 31, 2024. The 12.2% increase was a result of increased demand from both new and returning customers and improvements to our credit model allowing for higher average loan sizes. Total retained net originations increased to $791.1 million for the year ended December 31, 2025 from $732.8 million for the year ended December 31, 2024. The 8.0% increase for the year ended December 31, 2025 was a result of the growth in total net originations, partially offset by the growth in the percentage of loans retained by our bank partners.

Total net originations of new loans as percentage of total loans decreased to 42.1% for the year ended December 31, 2025 from 44.0% for the year ended December 31, 2024. The decrease was a result of originations growth from refinance and returning customers outweighing originations growth from new customers.

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Ending Receivables

Ending receivables are defined as the unpaid principal balances of loans at the end of the reporting period. The following table presents ending receivables as of December 31, 2025 and 2024 (in thousands):

As of December 31,Change
20252024$%
Ending receivables$493,118$425,240$67,87816.0%

Ending receivables increased to $493.1 million as of December 31, 2025 from $425.2 million as of December 31, 2024. The 16.0% increase was primarily driven by higher retained net originations and improvements to our credit model allowing for longer term loans and higher average loan sizes.

Average Yield

Average yield represents total revenue from the period as a percent of average receivables. Receivables are defined as the unpaid principal balances of loans. The following table presents average yield for the years ended December 31, 2025 and 2024:

Year Ended December 31,Change
20252024%
Average yield133.5%131.4%1.5%

Average yield increased to 133.5% for the year ended December 31, 2025 from 131.4% for the year ended December 31, 2024. The 1.5% increase was driven by an increase in the average statutory rate due to the expansion of pricing initiatives.

Net Charge-Offs as a Percentage of Total Revenue and Net Charge-Offs as a Percentage of Average Receivables

Net charge-offs as a percentage of total revenue and net charge-offs as a percentage of average receivables represent total charge-offs from the period less recoveries as a percentage of total revenue and as a percentage of average receivables. Receivables are defined as the unpaid principal balances of loans. Our charge-off policy is based on a review of delinquent finance receivables on a loan-by-loan basis. Finance receivables are charged off at the earlier of the time when accounts reach 90 days past due on a recency basis, when we receive notification of a customer bankruptcy, or when finance receivables are otherwise deemed uncollectible.

The following table presents net charge-offs as a percentage of total revenue and as a percentage of average receivables for the years ended December 31, 2025 and 2024:

Year Ended December 31,Change
20252024%
Net charge-offs as % of total revenue37.0%39.1%(5.5)%
Net charge-offs as % of average receivables49.4%51.4%(4.0)%

Net charge-offs as a percentage of total revenue decreased to 37.0% for the year ended December 31, 2025 from 39.1% for the year ended December 31, 2024. The decrease was mainly a result of a higher yielding portfolio over the period for the reasons discussed above in “Average Yield”. Net charge-offs as a percentage of average receivables decreased to 49.4% for the year ended December 31, 2025 from 51.4% for the year ended December 31, 2024. The decrease was mainly a result of higher average receivables balances over the period.

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Auto-Approval Rate

Auto-approval rate is calculated by taking the number of approved loans that are not decisioned by a loan processor or underwriter (auto-approval) divided by the total number of loans approved. The following table presents auto approval rate for the years ended December 31, 2025 and 2024:

Year Ended December 31,Change
20252024%
Auto-approval rate79.2%76.5%3.6%

Auto-approval rate increased to 79.2% for the year ended December 31, 2025 from 76.5% for the year ended December 31, 2024, driven by the continued application of algorithmic automation projects that streamline frictional steps of the origination process.

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RESULTS OF OPERATIONS

The following table presents our consolidated results of operations for the years ended December 31, 2025, 2024 and 2023 (in thousands, except share and per share data). Certain columns and rows may not sum due to the use of rounded numbers for disclosure purposes. Percentages presented are calculated from the underlying whole-dollar amounts.

% Change
2025202420232025 vs. 20242024 vs. 2023
Revenue:
Interest on finance receivables$591,769$521,227$505,43013.5%3.1%
Other revenue5,2814,7363,51911.534.6
597,050525,963508,94913.53.3
Change in fair value of finance receivables(215,868)(204,443)(231,419)5.6(11.7)
Provision for credit losses on finance receivables(42)(4,348)(100.0)(99.0)
Net revenue381,182321,478273,18218.617.7
Expenses:(a)
Salaries and employee benefits60,69560,47560,6800.4(0.3)
Direct marketing costs50,89049,20850,5623.4(2.7)
Interest expense and amortized debt issuance costs39,36744,70846,750(11.9)(4.4)
Professional fees20,10321,57418,027(6.8)19.7
Technology costs12,43312,17112,5432.2(3.0)
Payment processing fees6,5897,11910,439(7.4)(31.8)
Depreciation and amortization5,1599,62112,735(46.4)(24.5)
Occupancy4,1274,0304,4312.4(9.0)
Exit costs, net(1,449)2,983(148.6)
Lower of cost or market adjustment on transfer of finance receivables from held for sale to held for investment(2,983)100.0
General, administrative and other16,59015,05313,64310.210.3
Total expenses214,504226,942226,827(5.5)0.1
Income from operations166,67894,53646,35576.3103.9
Other (expense) income:
Change in fair value of warrant liabilities(11,347)(8,244)(4,976)37.665.7
Income from equity method investment4,9741,442244.9
Other (expense) income, net(4,173)318431(1411.7)(26.2)
Income before income taxes156,13288,05241,81077.3110.6
Income tax expense9,8854,2152,331134.580.8
Net income146,24783,83739,47974.4112.4
Less: net income attributable to noncontrolling interest119,91876,57940,48456.689.2
Net income (loss) attributable to OppFi Inc.$26,329$7,258$(1,005)262.8%821.8%
Earnings (loss) per common share attributable to OppFi Inc.:
Earnings (loss) per common share:
Basic$0.99$0.36$(0.06)
Diluted$0.99$0.36$(0.06)
Weighted average common shares outstanding:
Basic26,506,45820,145,60616,391,199
Diluted26,506,45820,145,60616,391,199
(a) Beginning with the quarter ended September 30, 2025, for all periods presented, we aligned our expense classifications as presented in the Consolidated Statements of Operations.

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Comparison of the years ended December 31, 2025 and 2024

Total Revenue

Total revenue is calculated as the sum of interest on finance receivables and other revenue. The majority of our revenue is earned from interest on finance receivables from outstanding loans. We also earn revenue from interest earned on interest bearing deposits, servicing fees charged to our bank partners, and referral fees related primarily to our “Turn-Up” and “Turn-Down” programs.

Total revenue increased by $71.1 million, or 13.5%, to $597.1 million for the year ended December 31, 2025 from $526.0 million for the year ended December 31, 2024. The increase was due to higher average receivables balances throughout the period, as well as a higher yield on the balances, largely driven by higher average statutory rates.

Change in Fair Value of Finance Receivables

Change in fair value of finance receivables consists of gross charge-offs incurred in the period on the installment finance receivables, net of recoveries, plus the change in the fair value on the installment loans portfolio. Change in fair value totaled $215.9 million for the year ended December 31, 2025, which was comprised of $263.9 million of gross charge-offs, offset by $43.1 million of recoveries and a positive fair value adjustment of $4.9 million, up from $204.4 million for the year ended December 31, 2024, which was comprised of $240.4 million of gross charge-offs, offset by $34.7 million of recoveries and a positive fair value adjustment of $1.3 million. The fair value adjustment for the year ended December 31, 2025 had a positive impact due to the increase in receivables over the period combined with a slight increase to the fair value premium.

Net Revenue

Net revenue is equal to total revenue less the change in fair value of, and provision for credit losses on, finance receivables. Net revenue increased by $59.7 million, or 18.6%, to $381.2 million for the year ended December 31, 2025 from $321.5 million for the year ended December 31, 2024. The increase was due to the increase in total revenue, partially offset by the increase in change in fair value of finance receivables.

Expenses

Expenses include costs related to salaries and employee benefits, interest expense and amortized debt issuance costs, sales and marketing, customer operations, technology, products, and analytics, and general and administrative expenses.

Expenses decreased by $12.4 million, or 5.5%, to $214.5 million for the year ended December 31, 2025 from $226.9 million for the year ended December 31, 2024. The decrease in expenses was primarily driven by lower interest expense resulting from paying down debt and rate decreases, as well as lower capitalized technology amortization expense. The decrease was partially offset by higher direct marketing costs resulting from the expansion of our direct mail channel. Expenses as a percent of total revenue decreased from 43.1% to 35.9% for the year ended December 31, 2025 compared to the year ended December 31, 2024.

Income from Operations

Income from operations is the difference between net revenue and expenses. Income from operations increased by $72.1 million to $166.7 million for the year ended December 31, 2025 from $94.5 million for the year ended December 31, 2024. This increase was driven primarily by higher total revenue and lower expenses, partially offset by higher change in fair value of finance receivables, as a result of the reasons stated above.

Change in Fair Value of Warrant Liabilities

The change in fair value of warrant liabilities resulted in losses of $11.3 million and $8.2 million for the years ended December 31, 2025 and 2024, respectively. The changes are largely attributed to the changes in the share price of our Class A common stock over the period.

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Income from Equity Method Investment

On July 31, 2024, we acquired 35% of the outstanding equity securities of Bitty. We determined that we do not have a controlling financial interest in Bitty, but do exercise significant influence, and therefore the investment was accounted for under the equity method. Our proportionate share of Bitty’s earnings was $5.0 million for the year ended December 31, 2025, an increase of $3.5 million from $1.4 million for the year ended December 31, 2024.

Other (Expense) Income, Net

Other expense, net of $4.2 million for the year ended December 31, 2025 was comprised of a $4.5 million legal contingency, net of expected insurance recoveries, partially offset by income attributed to the sublease of one of our office facilities of $0.3 million. Other income of $0.3 million for the year ended December 31, 2024 was comprised of income attributed to the sublease of one of our office facilities.

Income Before Income Taxes

Income before income taxes is the sum of income from operations, the change in fair value of warrant liabilities, income from equity method investment, and other (expense) income, net. Income before income taxes increased by $68.1 million, or 77.3%, to $156.1 million for the year ended December 31, 2025 from $88.1 million for the year ended December 31, 2024 driven by the increases to income from operations and income from equity method investment, partially offset by the greater loss from the change in fair value of warrant liabilities for the reasons stated above.

Income Tax Expense

Income tax expense of $9.9 million for the year ended December 31, 2025 increased by $5.7 million from $4.2 million for the year ended December 31, 2024. The increase in income tax expense is attributed to both higher income before income taxes and the increase in our effective tax rate, largely due to OppFi Inc.’s increasing ownership in OppFi-LLC.

Net Income

Net income is the difference between income before income taxes and income tax expense. Net income increased by $62.4 million to $146.2 million for the year ended December 31, 2025 from $83.8 million for the year ended December 31, 2024 for the reasons stated above.

Net Income Attributable to OppFi Inc.

Net income attributable to OppFi Inc. was $26.3 million for the year ended December 31, 2025, an increase from $7.3 million for the year ended December 31, 2024. As a result of our Up-C structure, the underlying income or expense components are generally the economic interest in OppFi-LLC’s income or loss, expenses related to our status as a public company, and the change in fair value of warrant liabilities. For the year ended December 31, 2025, income from economic interest was $53.6 million, partially offset by loss from change in fair value of warrant liabilities of $11.3 million, income tax expense of $10.0 million, and general and administrative expenses of $6.0 million, for net income attributable to OppFi Inc. of $26.3 million. For the year ended December 31, 2024, income from economic interest was $21.5 million, partially offset by loss from change in fair value of warrant liabilities of $8.2 million, income tax expense of $4.2 million, and general and administrative expenses of $1.8 million, for a net income attributable to OppFi Inc. of $7.3 million.

Diluted Earnings per Share

For the years ended December 31, 2025 and 2024, our outstanding shares of Class V Voting Stock were excluded in computing the diluted earnings per share as the inclusion of these shares would have had an antidilutive effect under the if-converted method. Under the if-converted method, shares of our Class V Voting Stock are assumed to be exchanged, together with Class A common units of OppFi-LLC (“OppFi Units”), into shares of our Class A Common Stock as of the beginning of the period.

Comparison of the years ended December 31, 2024 and 2023

For a comparison of our results of operations for the years ended December 31, 2024 and 2023, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II. Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 11, 2025.

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CONDENSED BALANCE SHEETS

Comparison of the years ended December 31, 2025 and 2024

The following table presents our condensed balance sheet as of December 31, 2025 and 2024 (in thousands). Certain columns and rows may not sum due to the use of rounded numbers for disclosure purposes. Percentages presented are calculated from the underlying whole-dollar amounts.

Year Ended December 31,Change
20252024$%
Assets
Cash and restricted cash$93,263$88,288$4,9755.6%
Finance receivables at fair value546,236473,69672,54015.3
Equity method investment19,07619,194(118)(0.6)
Other assets95,51559,99335,52259.2
Total assets$754,090$641,171$112,91917.6%
Liabilities and stockholders’ equity
Accounts payable and accrued expenses$46,171$33,290$12,88138.7%
Other liabilities51,23539,80211,43328.7
Total debt321,353318,7582,5950.8
Warrant liabilities26,45515,10811,34775.1
Total liabilities445,214406,95838,2569.4
Total stockholders’ equity308,876234,21374,66331.9
Total liabilities and stockholders’ equity$754,090$641,171$112,91917.6%

Total cash and restricted cash increased by $5.0 million as of December 31, 2025 driven primarily by growth in cash provided by operating activities, partially offset by growth in finance receivables acquired as well as various financing activities, including the pay down of the remainder of our term loan, common stock repurchases, and dividends paid. Finance receivables at fair value increased by $72.5 million as of December 31, 2025 mainly driven by originations growth and term extension initiatives in 2025. Equity method investment decreased by $0.1 million as of December 31, 2025 mainly due to cash distributions from Bitty. Other assets increased by $35.5 million as of December 31, 2025 mainly due to an increase in property, equipment, and internal-use software, net of $14.0 million, largely related to development work on our new loan management software system, and an increase in the deferred tax asset of $10.6 million.

Accounts payable and accrued expenses increased by $12.9 million as of December 31, 2025 driven by an increase in accrued expenses of $11.0 million and an increase in accounts payable of $1.9 million. Other liabilities increased by $11.4 million as of December 31, 2025 driven by an increase in the tax receivable agreement liability of $13.3 million, partially offset by a decrease in the operating lease liability of $1.9 million. Total debt increased by $2.6 million as of December 31, 2025 driven primarily by an increase in the utilization of revolving lines of credit to fund receivables growth, partially offset by the pay down of the remainder of our term loan. Warrant liabilities increased by $11.3 million as of December 31, 2025 due to the increase in the valuation of the warrants correlated with the increase in the share price of our Class A Common Stock over the period. Total stockholders’ equity increased by $74.7 million as of December 31, 2025 mainly driven by net income, stock-based compensation, and the deferred tax asset, partially offset by distributions to members of OppFi-LLC, payments to the members of OppFi-LLC pursuant to the Tax Receivable Agreement, and common stock repurchases and dividends paid.

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NON-GAAP FINANCIAL MEASURES

We believe that the provision of non-GAAP financial measures in this report, including Adjusted EBT, Adjusted Net Income, and Adjusted EPS can provide useful measures for period-to-period comparisons of our business and useful information to investors and others in understanding and evaluating our operating results. However, non-GAAP financial measures are not calculated in accordance with GAAP measures, should not be considered an alternative to any measure of financial performance calculated and presented in accordance with GAAP, and may not be comparable to the non-GAAP financial measures of other companies.

Adjusted EBT and Adjusted Net Income

Adjusted EBT is a non-GAAP financial measure defined as our GAAP net income adjusted to eliminate the effect of certain items as shown below, including income tax expense, other income, change in fair value of warrant liabilities, and other adjustments, net. Adjusted Net Income is a non-GAAP financial measure defined as our Adjusted EBT less pro forma taxes for comparison purposes. We believe that Adjusted EBT and Adjusted Net Income are important measures because they allow management, investors, and the Board to evaluate and compare our operating results from period-to-period by making the adjustments described below.

Adjusted EBT and Adjusted Net Income exclude certain expenses that are required in accordance with GAAP because they are non-recurring items (such as severance), non-cash expenditures (such as changes in the fair value of warrant liabilities and expenses related to stock compensation), or are not related to our underlying business performance. We believe these adjustments provide investors with a comparative view of expenses that we expect to incur on an ongoing basis.

The following table presents reconciliations of non-GAAP financial measures for the years ended December 31, 2025, 2024 and 2023 (in thousands, except share and per share data). Certain columns and rows may not sum due to the use of rounded numbers for disclosure purposes. Percentages presented are calculated from the underlying whole-dollar amounts.

Year Ended December 31,% Change
(Unaudited)2025202420232025 vs. 20242024 vs. 2023
Net income$146,247$83,837$39,47974.4%112.4%
Income tax expense9,8854,2152,331134.580.8
Other expense (income), net4,173(318)(431)1411.7(26.3)
Change in fair value of warrant liabilities11,3478,2444,97637.665.7
Other adjustments, net(a)12,21812,0247,9281.651.7
Adjusted EBT183,870108,00254,28370.299.0
Less: pro forma taxes(b)44,11125,33712,78974.198.1
Adjusted net income$139,759$82,665$41,49469.1%99.2%
Adjusted earnings per share$1.59$0.95$0.49
Weighted average diluted shares outstanding87,947,36486,652,42785,051,304
(a) For the year ended December 31, 2025, other adjustments, net of $12.2 million included $10.0 million in expenses related to stock compensation, $1.2 million in expenses related to legal matters, $0.9 million in expenses related to severance, $0.8 million in expenses related to the tax receivable agreement liability, $0.5 million in expenses related to corporate development, and $0.2 million in expenses related to an adjustment to the Company’s outstanding lease obligations, partially offset by a $1.4 million addback related to the partial forgiveness of remaining expenses related to OppFi Card’s exit activities. For the year ended December 31, 2024, other adjustments, net of $12.0 million included $5.3 million in expenses related to stock compensation, $3.0 million in expenses related to OppFi Card’s exit activities, $1.8 million in expenses related to legal matters, $1.3 million in expenses related to severance, and $0.7 million in expenses related to corporate development. For the year ended December 31, 2023, other adjustments, net of $7.9 million included $4.1 million in expenses related to provision for credit losses on the OppFi Card finance receivables, $4.1 million in expenses related to stock compensation, $1.5 million in expenses related to corporate development, $0.9 million in expenses related to retention and severance, and $0.3 million in expenses related to legal matters, partially offset by a $3.0 million addback from the reclassification of OppFi Card finance receivables from assets held for sale to assets held for investment at amortized cost. The sum of the individual components of other adjustments, net may not equal the total presented due to the use of rounded numbers for disclosure purposes.
(b) Assumes a tax rate of 23.99% for the year ended December 31, 2025, 23.46% for the year ended December 31, 2024, and 23.56% for the year ended December 31, 2023, reflecting the U.S. federal statutory rate of 21% and a blended statutory rate for state income taxes.

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Adjusted Earnings Per Share

Adjusted EPS is defined as adjusted net income divided by weighted average diluted shares outstanding, which represents shares of both classes of common stock outstanding and includes the impact of dilutive securities, such as restricted stock units, performance stock units, and stock options. We believe that presenting Adjusted EPS is useful to investors and others because, due to our Up-C structure, Basic EPS calculated on a GAAP basis excludes a large percentage of our outstanding shares of common stock, which are Class V Voting Stock, and Diluted EPS calculated on a GAAP basis excludes dilutive securities, including Class V Voting Stock, restricted stock units, performance stock units, and stock options, in any periods in which their inclusion would have an antidilutive effect. Shares of our Class V Voting Stock may be exchanged, together with OppFi Units, into shares of our Class A Common Stock. Adjusted EPS therefore presents our Adjusted Net Income on a per share basis based on the shares of our common stock that would be issued but for, and can be issued as a result of, our Up-C structure.

The following tables present reconciliations of non-GAAP financial measures for the years ended December 31, 2025, 2024 and 2023 (in thousands, except share and per share data). Certain columns and rows may not sum due to the use of rounded numbers for disclosure purposes. Percentages presented are calculated from the underlying whole-dollar amounts.

Year Ended December 31,
(Unaudited)202520242023
Weighted average Class A common stock outstanding26,506,45820,145,60616,391,199
Weighted average Class V voting stock outstanding60,114,66565,619,35868,357,926
Dilutive impact of restricted stock units1,090,206789,783261,595
Dilutive impact of performance stock units39,44072,80240,584
Dilutive impact of stock options196,59524,679
Dilutive impact of employee stock purchase plan199
Weighted average diluted shares outstanding87,947,36486,652,42785,051,304
Year Ended December 31,
(In thousands, except share and per share data)202520242023
(Unaudited)$Per Share$Per Share$Per Share
Weighted average diluted shares outstanding87,947,36486,652,42785,051,304
Net income$146,247$1.66$83,837$0.97$39,479$0.46
Income tax expense9,8850.114,2150.052,3310.03
Other expense (income), net4,1730.05(318)(431)(0.01)
Change in fair value of warrant liabilities11,3470.138,2440.104,9760.06
Other adjustments, net(a)12,2180.1412,0240.147,9280.09
Adjusted EBT183,8702.09108,0021.2554,2830.64
Less: pro forma taxes(b)44,1110.5025,3370.2912,7890.15
Adjusted net income$139,759$1.59$82,665$0.95$41,494$0.49
(a) For the year ended December 31, 2025, other adjustments, net of $12.2 million included $10.0 million in expenses related to stock compensation, $1.2 million in expenses related to legal matters, $0.9 million in expenses related to severance, $0.8 million in expenses related to the tax receivable agreement liability, $0.5 million in expenses related to corporate development, and $0.2 million in expenses related to an adjustment to the Company’s outstanding lease obligations, partially offset by a $1.4 million addback related to the partial forgiveness of remaining expenses related to OppFi Card’s exit activities. For the year ended December 31, 2024, other adjustments, net of $12.0 million included $5.3 million in expenses related to stock compensation, $3.0 million in expenses related to OppFi Card’s exit activities, $1.8 million in expenses related to legal matters, $1.3 million in expenses related to severance, and $0.7 million in expenses related to corporate development. For the year ended December 31, 2023, other adjustments, net of $7.9 million included $4.1 million in expenses related to provision for credit losses on the OppFi Card finance receivables, $4.1 million in expenses related to stock compensation, $1.5 million in expenses related to corporate development, $0.9 million in expenses related to retention and severance, and $0.3 million in expenses related to legal matters, partially offset by a $3.0 million addback from the reclassification of OppFi Card finance receivables from assets held for sale to assets held for investment at amortized cost. The sum of the individual components of other adjustments, net may not equal the total presented due to the use of rounded numbers for disclosure purposes.
(b) Assumes a tax rate of 23.99% for the year ended December 31, 2025, 23.46% for the year ended December 31, 2024, and 23.56% for the year ended December 31, 2023, reflecting the U.S. federal statutory rate of 21% and a blended statutory rate for state income taxes.

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LIQUIDITY AND CAPITAL RESOURCES

To date, the funds received from operating income and our ability to obtain lending commitments have provided the liquidity necessary for us to fund our operations.

Maturities of our financing facilities are staggered over two years to help minimize refinance risk.

The following table presents our unrestricted cash and undrawn debt as of December 31, 2025 and 2024 (in thousands):

December 31,
20252024
Unrestricted cash$49,451$61,344
Undrawn debt203,647206,242

As of December 31, 2025, we had $49.5 million in unrestricted cash, a decrease of $11.9 million from December 31, 2024. As of December 31, 2025, we had an additional $203.6 million of unused debt capacity under our financing facilities for future availability, representing a 39% overall undrawn capacity, a decrease from $206.2 million as of December 31, 2024. The decrease in undrawn debt was driven primarily by an increase in the utilization of revolving lines of credit to fund receivables growth. Including total financing commitments of $525.0 million and cash and restricted cash on the balance sheet of $93.3 million, we had approximately $618.3 million in funding capacity as of December 31, 2025.

We believe that our unrestricted cash, undrawn debt and funds from operating income will be sufficient to meet our liquidity needs, including repayment of the current portion of our debt as it becomes due, for at least the next 12 months from the date of this Annual Report. Our future capital requirements will depend on multiple factors, including our revenue growth, aggregate receivables balance, interest expense, working capital requirements, cash provided by and used in operating, investing and financing activities and capital expenditures.

To the extent our unrestricted cash balances, funds from operating income and funds from undrawn debt are insufficient to satisfy our liquidity needs in the future, we may need to raise additional capital through equity or debt financing and may not be able to do so on terms acceptable to us, if at all. If we are unable to raise additional capital when needed, our results of operations and financial condition could be materially and adversely impacted.

CASH FLOWS

The following table presents cash provided by (used in) operating, investing and financing activities during the years ended December 31, 2025, 2024 and 2023 (in thousands):

Year Ended December 31,
202520242023
Net cash provided by operating activities$401,305$323,806$296,146
Net cash used in investing activities(307,804)(243,442)(244,292)
Net cash used in financing activities(88,526)(66,019)(27,581)
Net increase in cash and restricted cash$4,975$14,345$24,273

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Comparison of the years ended December 31, 2025 and 2024

Operating Activities

Net cash provided by operating activities was $401.3 million for the year ended December 31, 2025. This was an increase of $77.5 million when compared to net cash provided by operating activities of $323.8 million for the year ended December 31, 2024. Cash provided by operating activities increased mainly due to higher net income.

Investing Activities

Net cash used in investing activities was $307.8 million for the year ended December 31, 2025. This was an increase of $64.4 million when compared to net cash used in investing activities of $243.4 million for the year ended December 31, 2024, mainly due to higher finance receivables acquired and originated, capitalization of technology development expenses, and lower finance receivables repaid and recovered, partially offset by the acquisition of equity method investment in 2024.

Financing Activities

Net cash used in financing activities was $88.5 million for the year ended December 31, 2025. This was an increase of $22.5 million when compared to net cash used in financing activities of $66.0 million for the year ended December 31, 2024, primarily due to an increase in distributions to members of OppFi-LLC, paying down the term loan, repurchases of and dividends paid on common stock, and payments for debt issuance costs, partially offset by increased utilization of revolving lines of credit.

Comparison of the years ended December 31, 2024 and 2023

For a comparison of our consolidated statements of cash flows for the years ended December 31, 2024 and 2023, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II. Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 11, 2025.

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FINANCING ARRANGEMENTS

We, through certain of the special purpose entity subsidiaries of OppFi-LLC (“SPEs”), have entered into warehouse credit facilities to partially finance the purchase of participation rights in loans originated by our bank partners through our platform, which credit facilities are secured by the loans or participation rights. In addition, our corporate credit facilities, which were paid in full in March 2025, consisted of revolving loan facilities that were drawn on to finance our operations and for other corporate purposes. These borrowings were generally secured by all the assets of OppFi-LLC that were not otherwise sold or pledged to secure our structured finance facilities, such as assets belonging to our SPEs. For a detailed discussion on financing arrangements refer to Note 6 to the Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K. The following is a summary of OppFi’s borrowings as of December 31, 2025 and 2024, including borrowing capacity as of December 31, 2025 (in thousands):

BorrowingMaturity
BorrowerCapacity20252024Interest Rate as of December 31, 2025Date
Senior debt, net
Revolving line of creditOpportunity Funding SPE V, LLC (Tranche B)$$$84,500SOFRplus6.75%June 2026(1)
Revolving line of creditOpportunity Funding SPE V, LLC (Tranche C)62,50046,87562,500SOFRplus7.75%February 2029
Revolving line of creditOpportunity Funding SPE V, LLC (Tranche D)237,500132,125SOFRplus7.30%February 2029
Revolving line of creditOpportunity Funding SPE IX, LLC85,871SOFRplus7.50%December 2026(2)
Revolving line of creditOpportunity Funding SPE IX, LLC150,00079,000SOFRplus6.00%September 2029
Revolving line of creditGray Rock SPV LLC75,00063,35355,957SOFRplus7.45%October 2026
Total revolving lines of credit525,000321,353288,828
Term loan, netOppFi-LLC29,930SOFRplus0.11%plus10.00%September 2025(3)
Total senior debt, net$525,000$321,353$318,758
(1) Maturity date and interest rate as of December 31, 2024 and for subsequent period until the borrowing was paid in full in February 2025.
(2) Maturity date and interest rate as of December 31, 2024 and for subsequent period until the borrowing was paid in full in September 2025.
(3) Maturity date and interest rate as of December 31, 2024 and for subsequent period until the borrowing was paid in full in March 2025.

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CRITICAL ACCOUNTING ESTIMATES

Our consolidated financial statements are prepared in accordance with U.S. GAAP, which requires management to make estimates and assumptions that affect the reported amounts in our consolidated financial statements. Critical accounting estimates are those estimates that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on our financial condition or results of operations. Our critical accounting estimate is as follows:

Finance receivables at fair value: We derive the fair value using a discounted cash flow analysis that factors in various inputs and assumptions. The most significant unobservable input is our expected default rate, which represents our estimate of principal payments that will not be repaid over the remaining life of an installment finance receivable. Our expected default rate assumption is developed using the historical performance of our installment finance receivable portfolio and adjustments to reflect management’s judgment of current economic trends and future credit performance.

MD&A history

Prior-year 10-K MD&A spans are extracted from SEC filings with the same bounded parser used for the latest filing. The latest 10-K appears above; prior years are below.

FY 2024 10-K MD&A

SEC filing source: 0001818502-25-000003.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2025-03-11. Report date: 2024-12-31.

ITEM 7.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and related notes thereto included elsewhere in this Annual Report on Form 10-K. This discussion contains forward-looking statements that involve risks and uncertainties. You should review the sections titled “Cautionary Note Concerning Factors That May Affect Future Results” and “Risk Factors” of this Form 10-K for a discussion of forward-looking statements and important factors that could cause actual results to differ materially from the results described or implied by the forward-looking statements contained in the following discussion and analysis.

OVERVIEW

OppFi is a tech-enabled, mission-driven specialty finance platform that broadens the reach of community banks to extend credit access to everyday Americans. The Company’s platform powers banks to offer accessible lending products through its proprietary technology and top-rated customer experience. OppFi’s primary mission is to facilitate financial inclusion and credit access to the 60 million everyday Americans who face credit insecurity with digital specialty finance products and an unwavering commitment to its customers.

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OppFi works with banks to facilitate short-term credit options for everyday Americans who lack access to mainstream financial products. OppFi’s specialty finance platform focuses on helping these consumers rebuild their financial health. Customers on OppFi’s platform benefit from a highly automated, transparent, efficient, and fully digital experience. The banks that work with OppFi benefit from its turn-key, outsourced marketing, data science, and proprietary technology to digitally acquire, underwrite, and service these consumers.

OppFi’s primary products are offered by its OppLoans platform. Customers on this platform are U.S. consumers who are employed, have bank accounts, and generally earn median wages. The average installment loan facilitated by OppFi is approximately $1,750, payable in installments and with an average contractual term of 11 months. Neither SalaryTap nor OppFi Card contributed meaningfully to OppFi’s results during the year ended December 31, 2024.

OppFi also holds 35% of the outstanding equity securities of Bitty Holdings, LLC (“Bitty”), a credit access company that offers revenue-based financing and other working capital solutions to small businesses.

On the Closing Date, OppFi completed the Business Combination. At the Closing, FGNA changed its name to “OppFi Inc.” OppFi’s Class A Common Stock and Public Warrants are listed on the NYSE under the symbols “OPFI” and “OPFI WS,” respectively.

Unless the context otherwise requires, all references in this section to “OppFi” or the “Company” refer OppFi-LLC and its subsidiaries prior to the Closing, or to OppFi Inc. and its subsidiaries from and after the Closing. See Item 1. “Business” for more information.

HIGHLIGHTS

Our financial results as of and for the year ended December 31, 2024 are summarized below:

•Basic and diluted earnings per share (“EPS”) of $0.36 for the year ended December 31, 2024;

•Adjusted earnings per share (“Adjusted EPS”)(1) of $0.95 for the year ended December 31, 2024 an increase of $0.46 from $0.49 for the year ended December 31, 2023;

•Net originations increased 7.2% to $801.5 million from $747.8 million for the years ended December 31, 2024 and 2023, respectively;

•Ending receivables increased 2.1% to $425.2 million from $416.5 million as of December 31, 2024 and 2023, respectively;

•Total revenue increased 3.3% to $526.0 million from $508.9 million for the years ended December 31, 2024 and 2023, respectively;

•Net income of $83.8 million for the year ended December 31, 2024, an increase of $44.4 million from $39.5 million for the year ended December 31, 2023; and

•Adjusted net income (“Adjusted Net Income”)(1) of $82.7 million for the year ended December 31, 2024, an increase of $41.2 million from $41.5 million for the year ended December 31, 2023.

(1) Adjusted EPS and Adjusted Net Income, non-GAAP financial measures, were not prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). For information regarding our uses and definitions of these financial measures and for reconciliations to the most directly comparable GAAP financial measures, see the section titled “Non-GAAP Financial Measures” below. Beginning with the quarter ended March 31, 2024, for all periods presented, we have updated our presentation and calculation of Adjusted EBT, and corresponding presentations and calculations of Adjusted Net Income and Adjusted EPS, to no longer add back debt issuance cost amortization.

Share Repurchase Program

On April 4, 2024, the Board authorized a new share repurchase program to repurchase up to $20.0 million in the aggregate of shares of our Class A Common Stock (the “Repurchase Program”). The Repurchase Program will expire in April 2027. During the year ended December 31, 2024, OppFi repurchased 1,034,710 shares of Class A Common Stock, which were held as treasury stock as of December 31, 2024, for an aggregate purchase price of $3.6 million at an average purchase price per share of $3.41. As of December 31, 2024, $16.4 million of the repurchase authorization under the Repurchase Program remained available.

Bitty Purchase Agreement

On July 31, 2024, we entered into a Securities Purchase Agreement, dated as of July 31, 2024 (the “Securities Purchase Agreement”), to acquire 35% of the outstanding equity securities of Bitty, a credit access company that offers revenue-based financing and other working capital solutions. The acquisition closed on July 31,2024 (the “Acquisition Date”). The aggregate

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consideration paid in connection with the acquisition consisted of (i) a cash payment of approximately $15.2 million and (ii) 734,851 OppFi Units, valued at approximately $2.8 million.

Pursuant to the Securities Purchase Agreement, one of our subsidiaries has (a) the right to purchase an additional 30% of the outstanding equity securities of Bitty within a specific time period from the date that is three years from the Acquisition Date, and (b) the right to purchase all of the remaining equity securities of Bitty within a specific time period from the date that is six years from the Acquisition Date.

For further details, see Note 1 to the Consolidated Financial Statements, “Description of Business and Significant Accounting Policies.”

KEY PERFORMANCE METRICS

We regularly review the following key metrics to evaluate our business, measure our performance, identify trends affecting our business, formulate financial projections, and make strategic decisions, which may also be useful to an investor. The following tables and related discussion set forth key financial and operating metrics for the Company’s operations as of and for the years ended December 31, 2024 and 2023.

The key performance metrics presented are for the OppLoans product only and exclude the SalaryTap and OppFi Card products.

Total Net Originations

We measure originations to assess the growth trajectory and overall size of our loan portfolio. There is a direct correlation between origination growth and revenue growth. We include both bank partner originations as well as those originated by us directly. Loans are considered to be originated when the contract is signed between us and the prospective borrower. The vast majority of our originations ultimately disburse to a borrower, but disbursement timing lags that of originations.

The following table presents total net originations (defined as gross originations net of transferred balance on refinanced loans), total retained net originations (defined as the portion of total net originations as defined above with respect to which the Company ultimately purchased a receivable from bank partners or originated directly), percentage of net originations by bank partners, and percentage of net originations by new loans for the years ended December 31, 2024 and 2023 (in thousands):

Year Ended December 31,Change
20242023$%
Total net originations$801,514$747,839$53,6757.2%
Total retained net originations$732,799$723,369$9,4301.3%
Percentage of net originations by bank partners100.0%97.7%N/A2.4%
Percentage of net originations by new loans44.0%43.6%N/A0.8%

Total net originations increased to $801.5 million for the year ended December 31, 2024 from $747.8 million for the year ended December 31, 2023. The 7.2% increase was a result of bank partners’ expansion into additional states, increased demand through certain marketing partners, and enhanced lead evaluation capabilities driving higher quality applications. Total retained net originations increased to $732.8 million for the year ended December 31, 2024 from $723.4 million for the year ended December 31, 2023. The 1.3% increase for the year ended December 31, 2024 was a result of the originations growth outpacing the growth in the percentage of loans retained by our bank partners.

Total net originations by our bank partners increased to 100.0% for the year ended December 31, 2024 from 97.7% for the year ended December 31, 2023. During the third quarter of 2023, the Company ceased directly originating loans and transitioned completely to a servicing / facilitation model for bank partners.

Total net originations of new loans as percentage of total loans increased to 44.0% for the year ended December 31, 2024 from 43.6% for the year ended December 31, 2023. The increase is a result of accelerating growth from our bank partners’ expansion into additional states, increased demand through certain marketing partners, and enhanced lead evaluation capabilities driving higher quality applications.

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Ending Receivables

Ending receivables are defined as the unpaid principal balances of loans at the end of the reporting period. The following table presents ending receivables as of December 31, 2024 and 2023 (in thousands):

As of December 31,Change
20242023$%
Ending receivables$425,240$416,463$8,7772.1%

Ending receivables increased to $425.2 million as of December 31, 2024 from $416.5 million as of December 31, 2023. The 2.1% increase was primarily driven by a higher receivables balance to begin the year in 2024 relative to 2023, growth in retained net originations year over year, and a healthier portfolio leading to fewer charge-offs year over year.

Average Yield

Average yield represents total revenue from the period as a percent of average receivables. Receivables are defined as the unpaid principal balances of loans. The following table presents average yield for the years ended December 31, 2024 and 2023:

Year Ended December 31,Change
20242023%
Average yield131.4%127.3%3.3%

Average yield increased to 131.4% for the year ended December 31, 2024 from 127.3% for the year ended December 31, 2023. The 3.3% increase was driven by a decrease in delinquent loans in the portfolio that were not accruing interest throughout the period as well as an increase in the average statutory rate due to the introduction of pricing initiatives throughout 2024 and a relative shift away from states with lower interest rates.

Net Charge-Offs as a Percentage of Total Revenue and Net Charge-Offs as a Percentage of Average Receivables

Net charge-offs as a percentage of total revenue and net charge-offs as a percentage of average receivables represent total charge-offs from the period less recoveries as a percentage of total revenue and as a percentage of average receivables. Receivables are defined as the unpaid principal balances of loans. Our charge-off policy is based on a review of delinquent finance receivables on a loan-by-loan basis. Finance receivables are charged off at the earlier of the time when accounts reach 90 days past due on a recency basis, when we receive notification of a customer bankruptcy, or when finance receivables are otherwise deemed uncollectible.

The following table presents net charge-offs as a percentage of total revenue and as a percentage of average receivables for the years ended December 31, 2024 and 2023:

Year Ended December 31,Change
20242023%
Net charge-offs as % of total revenue39.1%43.5%(10.1)%
Net charge-offs as % of average receivables51.4%55.4%(7.2)%

Net charge-offs as a percentage of total revenue decreased to 39.1% for the year ended December 31, 2024 from 43.5% for the year ended December 31, 2023. The decrease in net charge-offs as a percentage of total revenue for the year ended December 31, 2024 is a result of a higher yielding portfolio for the reasons discussed above in “Average Yield” combined with both lower gross charge-offs and higher recoveries driving lower levels of net charge-offs compared to the year ended December 31, 2023. Net charge-offs as a percentage of average receivables decreased to 51.4% for the year ended December 31, 2024 from 55.4% for the year ended December 31, 2023. The decrease in net charge-offs as a percentage of average receivables for the year ended December 31, 2024 is a result of both lower gross charge-offs and higher recoveries driving lower levels of net charge-offs compared to the year ended December 31, 2023.

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Auto-Approval Rate

Auto-approval rate is calculated by taking the number of approved loans that are not decisioned by a loan processor or underwriter (auto-approval) divided by the total number of loans approved. The following table presents auto approval rate for the years ended December 31, 2024 and 2023:

Year Ended December 31,Change
20242023%
Auto-approval rate76.5%71.9%6.3%

Auto-approval rate increased by 6.3% for the year ended December 31, 2024 to 76.5% from 71.9% for the year ended December 31, 2023, driven by the continued application of algorithmic automation projects that streamline frictional steps of the origination process.

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RESULTS OF OPERATIONS

Comparison of the years ended December 31, 2024 and 2023

The following table presents our consolidated results of operations for the years ended December 31, 2024 and 2023 (in thousands, except share and per share data). Certain columns and rows may not sum due to the use of rounded numbers for disclosure purposes. Percentages presented are calculated from the underlying whole-dollar amounts.

Year Ended December 31,Change
20242023$%
Interest and loan related income$521,227$505,430$15,7973.1%
Other revenue4,7363,5191,21734.6
Total revenue525,963508,94917,0143.3
Change in fair value of finance receivables(204,443)(231,419)26,976(11.7)
Provision for credit losses on finance receivables(42)(4,348)4,306(99.0)
Net revenue321,478273,18248,29617.7
Expenses:
Sales and marketing41,34146,222(4,881)(10.6)
Customer operations(a)47,02346,3626611.4
Technology, products, and analytics35,63939,161(3,522)(9.0)
General, administrative, and other(a)58,23148,3329,89920.5
Total expenses before interest expense182,234180,0772,1571.2
Interest expense44,70846,750(2,042)(4.4)
Total expenses226,942226,8271150.1
Income from operations94,53646,35548,181103.9
Change in fair value of warrant liabilities(8,244)(4,976)(3,268)65.7
Income from equity method investment1,4421,442
Other income318431(113)(26.2)
Income before income taxes88,05241,81046,242110.6
Income tax expense4,2152,3311,88480.8
Net income83,83739,47944,358112.4
Less: net income attributable to noncontrolling interest76,57940,48436,09589.2
Net income (loss) attributable to OppFi Inc.$7,258$(1,005)$8,263821.8%
Earnings (loss) per share attributable to OppFi Inc.:
Earnings (loss) per common share:
Basic$0.36$(0.06)
Diluted$0.36$(0.06)
Weighted average common shares outstanding:
Basic20,145,60616,391,199
Diluted20,145,60616,391,199
(a) Beginning with the quarter ended March 31, 2024, for all periods presented, the Company reclassified certain expenses that were previously included in general, administrative, and other expenses to customer operations expenses.

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Total Revenue

Total revenue consists mainly of revenue earned from interest on receivables from outstanding loans based on the interest method. We also earn revenue from referral fees related primarily to our “Turn-Up” program, which represented 0.3% of total revenue for the year ended December 31, 2024.

Total revenue increased by $17.0 million, or 3.3%, to $526.0 million for the year ended December 31, 2024 from $508.9 million for the year ended December 31, 2023. The increase was due to higher average receivables balances throughout the period, a higher average statutory rate for the loans in the portfolio, and stronger payment activity driving a higher yield on the balances.

Change in Fair Value and Provision for Credit Losses on Finance Receivables

Commencing on January 1, 2021, we elected the fair value option on the OppLoans installment product. To derive the fair value, we generally utilize discounted cash flow analyses that factor in estimated losses and prepayments over the estimated duration of the underlying assets. Loss and prepayment assumptions are determined using historical loss data and include appropriate consideration of recent trends and anticipated future performance. Future cash flows are discounted using a rate of return that we believe a market participant would require based on the risk characteristics of the loans.

Change in fair value consists of gross charge-offs incurred in the period on the OppLoans installment product, net of recoveries, plus the change in the fair value on the installment loans portfolio. Change in fair value totaled $204.4 million for the year ended December 31, 2024, which was comprised of $240.4 million of gross charge-offs, offset by $34.7 million of recoveries and a positive fair value adjustment of $1.3 million, down from $231.4 million for the year ended December 31, 2023, which was comprised of $246.5 million of gross charge-offs and a negative fair value adjustment of $10.5 million, offset by $25.6 million of recoveries. The fair value adjustment for the year ended December 31, 2024 had a positive impact due to the increase in receivables over the period with a slightly higher fair value mark.

Provision for credit losses on finance receivables consists of gross charge-offs incurred in the period, net of recoveries, plus the change in allowance for credit losses for our SalaryTap and OppFi Card products. Provision for credit losses on finance receivables decreased by $4.3 million to $42 thousand for the year ended December 31, 2024, from $4.3 million for the year ended December 31, 2023. The decrease is largely attributed to very few remaining active SalaryTap finance receivables during the year ended December 31, 2024, while provision for credit losses was increased during the year ended December 31, 2023 to account for the then-impending closure of OppFi Card finance receivables.

Net Revenue

Net revenue is equal to total revenue less the change in fair value and provision for credit losses on finance receivables. Net revenue increased by $48.3 million, or 17.7%, to $321.5 million for the year ended December 31, 2024 from $273.2 million for the year ended December 31, 2023. This increase was due to both the increase in total revenue and the decrease in change in fair value and provision for credit losses on finance receivables.

Expenses

Expenses include costs related to salaries and employee benefits, interest expense and amortized debt issuance costs, sales and marketing, customer operations, technology, products, and analytics, and general and administrative expenses.

Expenses increased by $0.1 million, or 0.1%, to $226.9 million for the year ended December 31, 2024 from $226.8 million for the year ended December 31, 2023. The increase in expenses was primarily driven by higher professional fees, a one-time expense associated with the exit activities from the OppFi Card product, and a one-time adjustment as a result of the reclassification of OppFi Card assets from held for sale to held for investment at amortized cost that offset expenses for the year ended December 31, 2023. The increase was partially offset by reduced payment processing fees related to a renegotiation, lower capitalized technology amortization expense, lower interest expense resulting from paying down debt and rate decreases throughout 2024, and lower direct marketing costs resulting from a shift towards relatively lower-cost loans. Despite the slight increase in expenses for the year ended December 31, 2024, expenses as a percent of total revenue decreased from 44.6% to 43.1% for the year ended December 31, 2024 compared to the year ended December 31, 2023.

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Income from Operations

Income from operations is the difference between net revenue and expenses. Income from operations increased by $48.2 million to $94.5 million for the year ended December 31, 2024 from income from operations of $46.4 million for the year ended December 31, 2023. This increase was driven primarily by higher total revenue and lower change in fair value and provision for credit losses on finance receivables, slightly offset by higher expenses for the year ended December 31, 2024 as a result of the reasons stated above.

Change in Fair Value of Warrant Liabilities

The fair value of warrant liabilities increased by $8.2 million and $5.0 million for the years ended December 31, 2024 and 2023, respectively. These warrant liabilities arose with respect to warrants issued in connection with the initial public offering of FGNA and are subject to re-measurement at each balance sheet date.

Income from Equity Method Investment

On July 31, 2024, OppFi entered into the Securities Purchase Agreement to acquire 35% of the outstanding equity securities of Bitty. OppFi determined that it does not have a controlling financial interest in Bitty, but does exercise significant influence, and therefore the investment was accounted for under the equity method. OppFi’s proportionate share of Bitty’s earnings was $1.4 million for the year ended December 31, 2024.

Other Income

Other income totaled $0.3 million for the year ended December 31, 2024 and $0.4 million for the year ended December 31, 2023. For the year ended December 31, 2024, other income includes $0.3 million in income related to the Company subleasing one floor of its office space. For the year ended December 31, 2023, other income includes $0.3 million in income related to the Company subleasing one floor of its office space and $0.1 million from the gain on partial loan forgiveness of the secured borrowing payable.

Income Before Income Taxes

Income before income taxes is the sum of income from operations, the change in fair value of warrant liabilities, income from equity method investment, and other income. Income before income taxes increased by $46.2 million, or 110.6%, to $88.1 million for the year ended December 31, 2024 from $41.8 million for the year ended December 31, 2023 for the reasons stated above.

Income Tax Expense

OppFi recorded an income tax expense of $4.2 million for the year ended December 31, 2024, an increase of $1.9 million from income tax expense of $2.3 million for the year ended December 31, 2023. This increase is largely attributed to OppFi Inc.’s increasing ownership in OppFi-LLC.

Net Income

Net income is the difference between income before income taxes and income tax expense. Net income increased by $44.4 million to $83.8 million for the year ended December 31, 2024 from $39.5 million for the year ended December 31, 2023 for the reasons stated above.

Net Income (Loss) Attributable to OppFi Inc.

Net income attributable to OppFi Inc. was $7.3 million for the year ended December 31, 2024, up from a net loss of $1.0 million for the year ended December 31, 2023. As a result of the Company’s Up-C structure, the underlying income or expense components are generally the economic interest in OppFi-LLC’s income or loss, expenses related to its status as a public company, and the change in fair value of warrant liabilities. For the year ended December 31, 2024, income from economic interest was $21.5 million, partially offset by loss from change in fair value of warrant liabilities of $8.2 million, income tax expense of $4.2 million, and general and administrative expenses of $1.8 million, for net income attributable to OppFi Inc. of $7.3 million. For the year ended December 31, 2023, income from economic interest was $7.1 million, offset by loss from change in fair value of warrant liabilities of $5.0 million, income tax expense of $2.1 million, and general and administrative expenses of $1.0 million, for a net loss attributable to OppFi Inc. of $1.0 million.

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Diluted Earnings per Share

For the years ended December 31, 2024 and 2023, the Company’s outstanding shares of Class V Voting Stock were excluded in computing the diluted earnings per share as the inclusion of these shares would have had an antidilutive effect under the if-converted method. Under the if-converted method, shares of the Company’s Class V Voting Stock are assumed to be exchanged, together with OppFi Units, into shares of the Company’s Class A Common Stock as of the beginning of the period.

CONDENSED BALANCE SHEETS

Comparison of the years ended December 31, 2024 and 2023

The following table presents our condensed balance sheet as of December 31, 2024 and 2023 (in thousands). Certain columns and rows may not sum due to the use of rounded numbers for disclosure purposes. Percentages presented are calculated from the underlying whole-dollar amounts.

Year Ended December 31,Change
20242023$%
Assets
Cash and restricted cash$88,288$73,943$14,34519.4%
Finance receivables at fair value473,696463,32010,3762.2
Finance receivables at amortized cost, net110(110)(100.0)
Equity method investment19,19419,194
Other assets59,99364,170(4,177)(6.5)
Total assets$641,171$601,543$39,6286.6%
Liabilities and stockholders’ equity
Accounts payable and accrued expenses$33,290$26,448$6,84225.9%
Other liabilities39,80240,086(284)(0.7)
Total debt318,758334,116(15,358)(4.6)
Warrant liabilities15,1086,8648,244120.1
Total liabilities406,958407,514(556)(0.1)
Total stockholders’ equity234,213194,02940,18420.7
Total liabilities and stockholders’ equity$641,171$601,543$39,6286.6%

Total cash and restricted cash increased by $14.3 million as of December 31, 2024 compared to December 31, 2023 driven by an increase in received payments relative to originations, partially offset by the cash consideration for the acquisition of the equity interest in Bitty. Finance receivables at fair value increased by $10.4 million as of December 31, 2024 compared to December 31, 2023 mainly driven by growth in retained net originations and a healthier portfolio leading to fewer charge-offs year over year. Finance receivables at amortized cost, net, decreased by $0.1 million as of December 31, 2024 compared to December 31, 2023 due to the completed wind down of OppFi Card and SalaryTap finance receivables. Equity method investment increased by $19.2 million as of December 31, 2024 compared to December 31, 2023 due to the acquisition of 35% of the outstanding equity securities in Bitty. Other assets decreased by $4.2 million as of December 31, 2024 compared to December 31, 2023 mainly due to a decrease in the deferred tax asset of $4.4 million, a decrease in the operating lease right of use asset of $1.6 million, and a decrease in capitalized debt issuance costs of $1.1 million, partially offset by an increase in property, equipment, and software of $3.3 million.

Accounts payable and accrued expenses increased by $6.8 million as of December 31, 2024 compared to December 31, 2023 driven by an increase in accrued expenses of $10.4 million, partially offset by a decrease in accounts payable of $3.6 million. Other liabilities decreased by $0.3 million as of December 31, 2024 compared to December 31, 2023 driven by a decrease in the operating lease liability of $1.8 million, partially offset by an increase in the tax receivable agreement liability of $1.5 million. Total debt decreased by $15.4 million as of December 31, 2024 compared to December 31, 2023 driven by a decrease in the term loan of $19.5 million and notes payable of $1.4 million, partially offset by an increase in utilization of revolving lines of credit of $5.6 million. Warrant liabilities increased by $8.2 million due to the increase in the valuation of the warrants as of December 31, 2024 compared to December 31, 2023. Total stockholders’ equity increased by $40.2 million as of

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December 31, 2024 compared to December 31, 2023 driven by net income and stock-based compensation, partially offset by distributions to members of OppFi-LLC, purchases of treasury stock, and dividend issuance.

NON-GAAP FINANCIAL MEASURES

We believe that the provision of non-GAAP financial measures in this report, including Adjusted EBT, Adjusted Net Income, and Adjusted EPS can provide useful measures for period-to-period comparisons of our business and useful information to investors and others in understanding and evaluating our operating results. However, non-GAAP financial measures are not calculated in accordance with GAAP financial measures, should not be considered an alternative to any measure of financial performance calculated and presented in accordance with GAAP, and may not be comparable to the non-GAAP financial measures of other companies.

Adjusted EBT and Adjusted Net Income

Beginning with the quarter ended March 31, 2024, for all periods presented, we have updated our presentation and calculation of Adjusted EBT, and the corresponding presentations and calculations of Adjusted Net Income and Adjusted EPS, to no longer add back debt issuance cost amortization.

Adjusted EBT is a non-GAAP financial measure defined as our GAAP net income adjusted to eliminate the effect of certain items as shown below, including income tax expense, other income, change in fair value of warrant liabilities, and other addbacks and one-time expenses. Adjusted Net Income is a non-GAAP financial measure defined as our Adjusted EBT less pro forma taxes for comparison purposes. We believe that Adjusted EBT and Adjusted Net Income are important measures because they allow management, investors, and our Board to evaluate and compare our operating results from period-to-period by making the adjustments described below.

Adjusted EBT and Adjusted Net Income exclude certain expenses that are required in accordance with GAAP because they are non-recurring items (such as severance), non-cash expenditures (such as changes in the fair value of warrant liabilities and expenses related to stock compensation), or are not related to our underlying business performance. We believe these adjustments provide investors with a comparative view of expenses that the Company expects to incur on an ongoing basis.

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The following table presents reconciliations of non-GAAP financial measures for the years ended December 31, 2024 and 2023 (in thousands, except share and per share data). Certain columns and rows may not sum due to the use of rounded numbers for disclosure purposes. Percentages presented are calculated from the underlying whole-dollar amounts.

Comparison of the years ended December 31, 2024 and 2023

(in thousands, except share and per share data)Year Ended December 31,Variance
(unaudited)20242023$%
Net income$83,837$39,479$44,358112.4%
Income tax expense4,2152,3311,88480.8
Other income(318)(431)113(26.3)
Change in fair value of warrant liabilities8,2444,9763,26865.7
Other addbacks and one-time expenses, net(a)12,0247,9284,09651.7
Adjusted EBT(b)108,00254,28353,71999.0
Less: pro forma taxes(c)25,33712,78912,54898.1
Adjusted net income(b)$82,665$41,494$41,17199.2%
Adjusted earnings per share(b)$0.95$0.49
Weighted average diluted shares outstanding86,652,42785,051,304
(a) For the year ended December 31, 2024, other addbacks and one-time expenses, net of $12.0 million included $5.3 million in expenses related to stock compensation, $3.0 million in expenses related to OppFi Card’s exit activities, $1.8 million in expenses related to legal matters, $1.3 million in expenses related to severance, and $0.7 million in expenses related to corporate development. For the year ended December 31, 2023, other addbacks and one-time expenses, net of $7.9 million included $4.1 million in expenses related to provision for credit losses on the OppFi Card finance receivables, $4.1 million in expenses related to stock compensation, $1.5 million in expenses related to corporate development, $0.9 million in expenses related to retention and severance, and $0.3 million in expenses related to legal matters, partially offset by a $3.0 million addback from the reclassification of OppFi Card finance receivables from assets held for sale to assets held for investment at amortized cost.
(b) Beginning with the quarter ended March 31, 2024, for all periods presented, the Company has updated its presentation and calculation of Adjusted EBT, and the corresponding presentations and calculations of Adjusted Net Income and Adjusted EPS, to no longer add back debt issuance cost amortization.
(c) Assumes a tax rate of 23.46% for the year ended December 31, 2024 and a tax rate of 23.56% for the year ended December 31, 2023, reflecting the U.S. federal statutory rate of 21% and a blended statutory rate for state income taxes.

Adjusted Earnings Per Share

Adjusted EPS is defined as adjusted net income divided by weighted average diluted shares outstanding, which represents shares of both classes of common stock outstanding, excluding 25,500,000 shares related to earnout units, and including the impact of dilutive securities, such as restricted stock units, performance stock units, stock options, and the employee stock purchase plan. The earnout units were not earned pursuant to the earnout provisions of the Business Combination Agreement on or prior to July 21, 2024, the third anniversary of the closing date of the Company’s business combination. Accordingly, on such date the earnout units and associated Class V Voting Stock were forfeited. We believe that presenting Adjusted EPS is useful to investors and others because, due to the Company’s Up-C structure, Basic EPS calculated on a GAAP basis excludes a large percentage of the Company’s outstanding shares of common stock, which are Class V Voting Stock, and Diluted EPS calculated on a GAAP basis excludes dilutive securities, including Class V Voting Stock, restricted stock units, performance stock units, stock options, and the employee stock purchase plan, in any periods in which their inclusion would have an antidilutive effect. Shares of the Company’s Class V Voting Stock may be exchanged, together with OppFi Units, into shares of the Company’s Class A Common Stock. We believe that presenting Adjusted EPS is useful to investors and others because it presents the Company’s Adjusted Net Income on a per share basis based on the shares of the Company’s common stock that would be issued but for, and can be issued as a result of, the Company’s Up-C structure.

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The following tables present reconciliations of non-GAAP financial measures for the years ended December 31, 2024 and 2023 (in thousands, except share and per share data). Certain columns and rows may not sum due to the use of rounded numbers for disclosure purposes. Percentages presented are calculated from the underlying whole-dollar amounts.

Comparison of the years ended December 31, 2024 and 2023

Year Ended December 31,
(unaudited)20242023
Weighted average Class A common stock outstanding20,145,60616,391,199
Weighted average Class V voting stock outstanding65,619,35893,857,926
Elimination of earnouts at period end(25,500,000)
Dilutive impact of restricted stock units789,783261,595
Dilutive impact of performance stock units72,80240,584
Dilutive impact of stock options24,679
Dilutive impact of employee stock purchase plan199
Weighted average diluted shares outstanding86,652,42785,051,304
(in thousands, except share and per share data)Year Ended December 31, 2024Year Ended December 31, 2023
(unaudited)$Per Share$Per Share
Weighted average diluted shares outstanding86,652,42785,051,304
Net income$83,837$0.97$39,479$0.46
Income tax expense4,2150.052,3310.03
Other income(318)(431)(0.01)
Change in fair value of warrant liabilities8,2440.104,9760.06
Other addbacks and one-time expenses, net(a)12,0240.147,9280.09
Adjusted EBT(b)108,0021.2554,2830.64
Less: pro forma taxes(c)25,3370.2912,7890.15
Adjusted net income(b)$82,665$0.95$41,494$0.49
(a) For the year ended December 31, 2024, other addbacks and one-time expenses, net of $12.0 million included $5.3 million in expenses related to stock compensation, $3.0 million in expenses related to OppFi Card’s exit activities, $1.8 million in expenses related to legal matters, $1.3 million in expenses related to severance, and $0.7 million in expenses related to corporate development. For the year ended December 31, 2023, other addbacks and one-time expenses, net of $7.9 million included $4.1 million in expenses related to provision for credit losses on the OppFi Card finance receivables, $4.1 million in expenses related to stock compensation, $1.5 million in expenses related to corporate development, $0.9 million in expenses related to retention and severance, and $0.3 million in expenses related to legal matters, partially offset by a $3.0 million addback from the reclassification of OppFi Card finance receivables from assets held for sale to assets held for investment at amortized cost.
(b) Beginning with the quarter ended March 31, 2024, for all periods presented, the Company has updated its presentation and calculation of Adjusted EBT, and the corresponding presentations and calculations of Adjusted Net Income and Adjusted EPS, to no longer add back debt issuance cost amortization.
(c) Assumes a tax rate of 23.46% for the year ended December 31, 2024 and a tax rate of 23.56% for the year ended December 31, 2023, reflecting the U.S. federal statutory rate of 21% and a blended statutory rate for state income taxes.

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LIQUIDITY AND CAPITAL RESOURCES

To date, the funds received from operating income and our ability to obtain lending commitments have provided the liquidity necessary for us to fund our operations.

Maturities of our financing facilities are staggered over two years to help minimize refinance risk.

The following table presents our unrestricted cash and undrawn debt as of December 31, 2024 and 2023 (in thousands):

December 31,
20242023
Unrestricted cash$61,344$31,791
Undrawn debt$206,242$192,333

As of December 31, 2024, OppFi had $61.3 million in unrestricted cash, an increase of $29.6 million from December 31, 2023. As of December 31, 2024, OppFi had an additional $206.2 million of unused debt capacity under its financing facilities for future availability, representing a 39% overall undrawn capacity, an increase from $192.3 million as of December 31, 2023. The increase in undrawn debt was driven primarily by using excess cash to pay down debt on our term loan. Including total financing commitments of $525.0 million and cash and restricted cash on the balance sheet of $88.3 million, OppFi had approximately $613.3 million in funding capacity as of December 31, 2024.

OppFi believes that its unrestricted cash, undrawn debt and funds from operating income will be sufficient to meet its liquidity needs, including repayment of the current portion of its debt as it becomes due, for at least the next 12 months from the date of this Quarterly Report. The Company’s future capital requirements will depend on multiple factors, including its revenue growth, aggregate receivables balance, interest expense, working capital requirements, cash provided by and used in operating, investing and financing activities and capital expenditures.

To the extent OppFi’s unrestricted cash balances, funds from operating income and funds from undrawn debt are insufficient to satisfy its liquidity needs in the future, the Company may need to raise additional capital through equity or debt financing and may not be able to do so on terms acceptable to the Company, if at all. If the Company is unable to raise additional capital when needed, its results of operations and financial condition could be materially and adversely impacted.

CASH FLOWS

The following table presents cash provided by (used in) operating, investing and financing activities during the years ended December 31, 2024 and 2023 (in thousands):

Year Ended December 31,Change
20242023$%
Net cash provided by operating activities$323,806$296,146$27,6609.3%
Net cash used in investing activities(243,442)(244,292)850(0.3)
Net cash used in financing activities(66,019)(27,581)(38,438)139.4
Net increase in cash and restricted cash$14,345$24,273$(9,928)(40.9)%

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Operating Activities

Net cash provided by operating activities was $323.8 million for the year ended December 31, 2024. This was an increase of $27.7 million when compared to net cash provided by operating activities of $296.1 million for the year ended December 31, 2023. Cash provided by operating activities increased mainly due to higher net income.

Investing Activities

Net cash used in investing activities was $243.4 million for the year ended December 31, 2024. This was a decrease of $0.9 million when compared to net cash used in investing activities of $244.3 million for the year ended December 31, 2023, mainly due to higher finance receivables repaid and recovered, partially offset by higher finance receivables originated and acquired, increased purchases of equipment and capitalized technology, and the cash consideration for the acquisition of the equity interest in Bitty.

Financing Activities

Net cash used in financing activities was $66.0 million for the year ended December 31, 2024. This was an increase of $38.4 million when compared to net cash used in financing activities of $27.6 million for the year ended December 31, 2023, primarily due to an increase in distributions to members of OppFi-LLC, net payments of senior debt, repurchases of common stock, and dividends paid on common stock.

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FINANCING ARRANGEMENTS

Our corporate credit facilities consist of term loans and revolving loan facilities that we have drawn on to finance our operations and for other corporate purposes. These borrowings are generally secured by all the assets of OppFi-LLC that have not otherwise been sold or pledged to secure our structured finance facilities, such as assets belonging to certain of the special purpose entity subsidiaries of OppFi-LLC (“SPEs”). In addition, we, through our SPEs, have entered into warehouse credit facilities to partially finance the purchase of participation rights in loans originated by our bank partners through our platform, which credit facilities are secured by the loans or participation rights. For a detailed discussion on financing arrangements refer to Note 6 to the Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K. The following is a summary of OppFi’s borrowings as of December 31, 2024 and 2023, including borrowing capacity as of December 31, 2024 (in thousands):

BorrowingDecember 31,December 31,Interest Rate as ofMaturity
PurposeBorrower(s)Capacity20242023December 31, 2024Date
Senior debt, net
Revolving line of creditOpportunity Funding SPE V, LLC (Tranche B) (1)125,00084,500103,400SOFRplus6.75%June 2026
Revolving line of creditOpportunity Funding SPE V, LLC (Tranche C) (1)125,00062,50037,500SOFRplus7.50%July 2027
Revolving line of creditOpportunity Funding SPE IX, LLC (Castlelake)150,00085,87193,871SOFRplus7.50%December 2026
Revolving line of creditGray Rock SPV LLC75,00055,95748,442SOFRplus7.45%October 2026
Total revolving lines of credit475,000288,828283,213
Term loan, netOppFi-LLC50,00029,93049,454SOFRplus0.11%plus10.00%September 2025
Total senior debt, net$525,000$318,758$332,667
Note payable
Financed insurance premiumOppFi-LLC$$$1,4499.70%June 2024(2)
(1) On February 13, 2025, OppFi-LLC and Opportunity Funding SPE V, LLC entered into a Second Amended and Restated Revolving Credit Agreement (the “Second A&R Credit Agreement”), which amended that certain Amended and Restated Revolving Credit Agreement, originally entered into on July 19, 2023 (as amended, supplemented or otherwise modified prior to the Amendment Date, the “A&R Credit Agreement”), by and among OppFi-LLC, Opportunity Funding SPE V, LLC, OppWin, LLC, Midtown Madison Management LLC, as administrative and collateral agent and the lenders party thereto. The Second A&R Credit Agreement amended the A&R Credit Agreement to, among other things, increase the size of the facility under the A&R Credit Agreement from $250 million to $300 million and extend the maturity date to February 13, 2029. The $300 million of availability under the Second A&R Credit Agreement is comprised of $62.5 million under the existing Tranche C and $237.5 million under a new Tranche D. Loans under Tranche C bear interest at the Term SOFR plus 7.75%, through December 31, 2025, and at Term SOFR plus 7.3% at January 1, 2026 and thereafter. Loans under Tranche D bear interest at the Term SOFR plus 7.3%. A portion of the proceeds of the Second A&R Credit Agreement were used to repay in full the outstanding Tranche B loans under the A&R Credit Agreement.
(2) Maturity date as of 12/31/2023 and for the subsequent period until the borrowing was paid in full in June 2024.

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CRITICAL ACCOUNTING ESTIMATES

Installment Finance Receivables: To derive the fair value, the Company generally utilizes discounted cash flow analyses that factor in estimated losses and prepayments over the estimated duration of the underlying assets. Loss and prepayment assumptions are determined using historical loss data and include appropriate consideration of recent trends and anticipated future performance. Future cash flows are discounted using a rate of return that the Company believes a market participant would require.

The following describes the primary inputs to the discounted cash flow analyses that require significant judgment:

•Discount rate: The discount rate utilized in the discounted cash flow analyses reflects our estimate of the rate of return that a market participant would require when investing in financial instruments with similar risk and return characteristics.

•Servicing cost: The servicing cost percentage that is applied to portfolio’s expected cash flows reflects our estimate of the amount we would incur to service the underlying assets over the assets’ remaining lives. Servicing costs are derived from an internal analysis of our cost structure considering the characteristics of our installment finance receivables and have been benchmarked against observable information on comparable assets in the marketplace.

•Default rate: The default rate reflects our estimate of principal payments that will not be repaid over the remaining life of an installment finance receivable. Charge-off expectations are developed using the historical performance of our installment finance receivable portfolio but also incorporate discretionary adjustments based on our expectations of future credit performance.

•Prepayment rate: The prepayment rate is the estimated percentage of principal payments that will occur earlier than contractually required over the remaining life of an installment finance receivable. Prepayments accelerate the timing of principal repayment and reduce interest payments. Prepayment rates in our discounted cash flow models are developed using historical results but may also incorporate discretionary adjustments based on our expectations of future performance.

Changes in this estimate, that are likely to occur from period to period, or the use of different estimates that the Company could have reasonably used in the current period, would have a material impact on the Company’s financial position, results of operations or liquidity.

FY 2023 10-K MD&A

SEC filing source: 0001818502-24-000005.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2024-03-27. Report date: 2023-12-31.

ITEM 7.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

OVERVIEW

OppFi is a tech-enabled, mission-driven specialty finance platform that broadens the reach of community banks to extend credit access to everyday Americans. The Company’s platform powers banks to offer accessible lending products through its proprietary technology and top-rated customer experience. OppFi’s primary mission is to facilitate financial inclusion and credit access to the 63 million everyday Americans who are credit marginalized with digital specialty finance products and an unwavering commitment to its customers.

OppFi works with banks to facilitate short-term credit options for everyday Americans who lack access to mainstream financial products. OppFi’s specialty finance platform focuses on helping these consumers rebuild their financial health. Customers on OppFi’s platform benefit from a highly automated, transparent, efficient, and fully digital experience. The banks that work with OppFi benefit from its turn-key, outsourced marketing, data science, and proprietary technology to digitally acquire, underwrite and service these consumers.

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OppFi’s primary products are offered by its OppLoans platform. Customers on this platform are U.S. consumers, who are employed, have bank accounts, and generally earn median wages. The average installment loan facilitated by OppFi is approximately $1,500, payable in installments and with an average contractual term of 11 months. Neither SalaryTap nor OppFi Card contributed meaningfully to OppFi’s results during the year ended December 31, 2023.

On the Closing Date, OppFi completed the Business Combination. At the Closing, FGNA changed its name to “OppFi Inc.” OppFi’s Class A Common Stock and Public Warrants are listed on the NYSE under the symbols “OPFI” and “OPFI WS,” respectively.

Unless the context otherwise requires, all references in this section to “OppFi” or the “Company” refer OppFi-LLC and its subsidiaries prior to the Closing, or to OppFi Inc. and its subsidiaries from and after the Closing. See Item 1. “Business” for more information.

HIGHLIGHTS

Our financial results as of and for the year ended December 31, 2023 are summarized below:

•Basic and diluted loss per share of $0.06 and $0.06 for the year ended December 31, 2023, respectively;

•Adjusted earnings per share (“Adjusted EPS”)(1) of $0.51 for the year ended December 31, 2023;

•Ending receivables increased 4% to $416.5 million from $402.2 million as of December 31, 2023 and 2022, respectively;

•Total revenue increased 12% to $508.9 million from $452.9 million for the years ended December 31, 2023 and 2022, respectively;

•Net income of $39.5 million for the year ended December 31, 2023, an increase of $36.1 million from $3.3 million for the year ended December 31, 2022; and

•Adjusted net income (“Adjusted Net Income”)(1) of $43.3 million for the year ended December 31, 2023, an increase of $38.4 million from $5.0 million for the year ended December 31, 2022.

(1) Adjusted EPS and Adjusted Net Income are not prepared in accordance with the United States Generally Accepted Accounting Principles (“GAAP”). For information regarding our uses and definitions of these measures and for reconciliations to the most directly comparable United States GAAP measures, see the section titled “Non-GAAP Financial Measures” below.

Key Performance Metrics

We regularly review the following key metrics to evaluate our business, measure our performance, identify trends affecting our business, formulate financial projections, and make strategic decisions, which may also be useful to an investor. The following tables and related discussion set forth key financial and operating metrics for the Company’s operations as of and for the years ended December 31, 2023 and 2022.

The key performance metrics presented are for the OppLoans product only and exclude the SalaryTap and OppFi Card products. Prior period metrics currently presented may differ slightly than previously reported due to the exclusion of SalaryTap and OppFi Card.

Total Net Originations

We measure originations to assess the growth trajectory and overall size of our loan portfolio. There is a direct correlation between origination growth and revenue growth. We include both bank partner originations as well as those originated by us directly. OppFi ended its direct lending program during 2023 and exclusively utilizes a bank partner model, as of December 31, 2023. Loans are considered to be originated when the contract is signed between us and the prospective borrower. The vast majority of our originations ultimately disburse to a borrower, but disbursement timing lags that of originations. Originations may be useful to an investor because they help understand the growth trajectory of our revenues.

The following table presents total net originations (defined as gross originations net of transferred balance on refinanced loans), percentage of net originations by bank partners, and percentage of net originations by new loans for the years ended December 31, 2023 and 2022 (in thousands):

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Year Ended December 31,Change
20232022$%
Total net originations$747,839$752,918$(5,079)(0.7)%
Percentage of net originations by bank partners97.7%94.6%N/A3.3%
Percentage of net originations by new loans43.6%51.2%N/A(14.8)%

Net originations decreased to $747.8 million for the year ended December 31, 2023 from $752.9 million for the year ended December 31, 2022. Despite greater application volume, the 0.7% decrease was driven by relatively tighter credit standards with the qualified rate (defined as qualified applications over total applications) dropping year over year.

Total net originations by our bank partners increased to 97.7% for the year ended December 31, 2023 from 94.6% for the year ended December 31, 2022. The 3.3% increase is due to our origination mix continuing to shift towards a servicing / facilitation model for bank partners from a direct origination model.

Total net originations of new loans as percentage of total loans decreased to 43.6% for the year ended December 31, 2023 from 51.2% for the year ended December 31, 2022. The decrease is a result of credit adjustments midway through 2022 causing a lower qualified rate on new loans as well as marketing campaigns targeting email engagement rates in the refinance population.

Ending Receivables

Ending receivables are defined as the unpaid principal balances of loans at the end of the reporting period. The following table presents ending receivables as of December 31, 2023 and 2022 (in thousands):

As of December 31,Change
20232022$%
Ending receivables$416,463$402,180$14,2833.6%

Ending receivables increased to $416.5 million as of December 31, 2023 from $402.2 million as of December 31, 2022. The 3.6% increase was primarily driven by a higher receivables balance to begin the year in 2023 relative to 2022 as well as a healthier portfolio leading to less charge-offs year over year.

Average Yield

Average yield represents interest income from the period as a percent of average receivables. Receivables are defined as the unpaid principal balances of loans. The following table presents average yield for the years ended December 31, 2023 and 2022:

Year Ended December 31,Change
20232022%
Average yield127.3%120.0%6.1%

Average yield increased to 127.3% for the year ended December 31, 2023 from 120.0% for the year ended December 31, 2022. The 6.1% increase was driven by a decrease in delinquent loans in the portfolio that were not accruing interest and a decrease in enrollment in our hardship and assistance programs, which provide payment relief due to natural disasters, loss of income, increase in expenses, or other unpredictable events such as COVID-19, as well as a relative shift away from states with lower interest rates.

Net Charge-Offs as a Percentage of Average Receivables

Net charge-offs as a percentage of average receivables represents total charge-offs from the period less recoveries as a percent of average receivables. Receivables are defined as the unpaid principal balances of loans. Our charge-off policy is based on a review of delinquent finance receivables on a loan by loan basis. Finance receivables are charged off at the earlier of the time

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when accounts reach 90 days past due on a recency basis, when we receive notification of a customer bankruptcy, or when finance receivables are otherwise deemed uncollectible.

The following table presents net charge-offs as a percentage of average receivables for the years ended December 31, 2023 and 2022:

Year Ended December 31,Change
20232022%
Net charge-offs as % of average receivables55.4%61.9%(10.5)%

Net charge-offs as a percentage of average receivables decreased by 10.5% to 55.4% for the year ended December 31, 2023 from 61.9% for the year ended December 31, 2022. The decrease for the year ended December 31, 2023 is a combination of the lower quality loans originated prior to credit adjustments midway through 2022 having charged off and higher quality loans being originated following the credit adjustments.

Auto-Approval Rate

Auto-approval rate is calculated by taking the number of approved loans that are not decisioned by a loan advocate or underwriter (auto-approval) divided by the total number of loans approved. The following table presents auto approval rate for the years ended December 31, 2023 and 2022:

Year Ended December 31,Change
20232022%
Auto-approval rate71.9%65.3%10.1%

Auto-approval rate increased by 10.1% for the year ended December 31, 2023 to 71.9% from 65.3% for the year ended December 31, 2022, driven by the continued application of algorithmic automation projects that streamline frictional steps of the origination process.

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RESULTS OF OPERATIONS

Comparison of the years ended December 31, 2023 and 2022

The following table presents our consolidated results of operations for the years ended December 31, 2023 and 2022 (in thousands, except number of shares and per share data).

Year Ended December 31,Change
20232022$%
Interest and loan related income$505,430$451,448$53,98212.0%
Other revenue3,5191,4112,108149.4
Total revenue508,949452,85956,09012.4
Change in fair value of finance receivables(231,419)(233,959)2,540(1.1)
Provision for credit losses on finance receivables(4,348)(1,940)(2,408)124.1
Net revenue273,182216,96056,22225.9
Expenses:
Sales and marketing46,22254,407(8,185)(15.0)
Customer operations41,55942,314(755)(1.8)
Technology, products, and analytics39,16133,4395,72217.1
General, administrative, and other53,13557,980(4,845)(8.4)
Total expenses before interest expense180,077188,140(8,063)(4.3)
Interest expense46,75035,16211,58833.0
Total expenses226,827223,3023,5251.6
Income (loss) from operations46,355(6,342)52,697830.9
Change in fair value of warrant liabilities(4,976)9,352(14,328)(153.2)
Other income43153378713.2
Income before income taxes41,8103,06338,7471265.0
Income tax expense (benefit)2,331(277)2,608941.5
Net income39,4793,34036,1391082.0
Less: net income (loss) attributable to noncontrolling interest40,484(3,758)44,2421177.3
Net (loss) income attributable to OppFi Inc.$(1,005)$7,098$(8,103)(114.2)%
(Loss) earnings per share attributable to OppFi Inc.:
(Loss) earnings per common share:
Basic$(0.06)$0.51
Diluted$(0.06)$0.05
Weighted average common shares outstanding:
Basic16,391,19913,913,626
Diluted16,391,19984,256,084

Total Revenue

Total revenue consists mainly of revenue earned from interest on receivables from outstanding loans based on the interest method. We also earn revenue from referral fees related primarily to our turn-up program, which represented 0.3% of total revenue for the year ended December 31, 2023.

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Total revenue increased by $56.1 million, or 12.4%, to $508.9 million for the year ended December 31, 2023 from $452.9 million for the year ended December 31, 2022. The increase was due to higher average receivables balances throughout the year as well as stronger payment activity driving a higher yield on the balances.

Change in Fair Value and Provision for Credit Losses on Finance Receivables

Commencing on January 1, 2021, we elected the fair value option on the OppLoans installment product. To derive the fair value, we generally utilize discounted cash flow analyses that factor in estimated losses and prepayments over the estimated duration of the underlying assets. Loss and prepayment assumptions are determined using historical loss data and include appropriate consideration of recent trends and anticipated future performance. Future cash flows are discounted using a rate of return that we believe a market participant would require based on the risk characteristics of the loans. We did not elect the fair value option on our SalaryTap and OppFi Card finance receivables, which are carried at amortized cost, net of allowance for credit losses.

Change in fair value consists of gross charge-offs incurred in the period on the OppLoans installment product, net of recoveries, plus the change in the fair value on the installment loans portfolio. Change in fair value totaled $231.4 million for the year ended December 31, 2023, which was comprised of $220.9 million of net charge-offs and a fair market value adjustment of $10.5 million, down from $234.0 million for the year ended December 31, 2022, which was comprised of $232.3 million of net charge-offs and a fair market value adjustment of $1.7 million. The fair value mark decreased primarily due to an increase in the default rate, partially offset by an increase in the weighted average interest rate of the portfolio.

Provision for credit losses on finance receivables consists of gross charge-offs incurred in the period, net of recoveries, plus the change in allowance for credit losses for our SalaryTap and OppFi Card products. Provision for credit losses on finance receivables increased by $2.4 million to $4.3 million for the year ended December 31, 2023, from $1.9 million for the year ended December 31, 2022. Provision for credit losses on finance receivables for the year ended December 31, 2023 increased due to higher charge-offs throughout the year, particularly due to the OppFi Card portfolio.

Net Revenue

Net revenue is equal to total revenue less the change in fair value and total provision costs. Total net revenue increased by $56.2 million, or 25.9%, to $273.2 million for the year ended December 31, 2023 from $217.0 million for the year ended December 31, 2022. This increase was mainly due to the increase in total revenue.

Expenses

Expenses include costs related to salaries and employee benefits, interest expense and amortized debt issuance costs, sales and marketing, customer operations, technology, products, and analytics, and general, administrative, and other expenses.

Expenses increased by $3.5 million, or 1.6%, to $226.8 million for the year ended December 31, 2023 from $223.3 million for the year ended December 31, 2022. The increase in expenses was primarily related to elevated interest expense as a result of increased debt draws to support higher receivables balances and a rising interest rate environment and higher professional fees related to accounting, legal, and staffing matters. The increase was partially offset by lower direct marketing costs resulting from lower total originations as well as a relative shift in originations towards lower-cost refinance loans. Despite the overall increase in expenses, expenses as a percent of total revenue decreased from 49.3% to 44.6% for the year ended December 31, 2023 compared to the year ended December 31, 2022.

Income (Loss) from Operations

Income (loss) from operations is the difference between net revenue and expenses. Total income from operations increased by $52.7 million to $46.4 million for the year ended December 31, 2023 from loss from operations of $6.3 million for the year ended December 31, 2022. This increase was due to higher net revenue outweighing higher total expenses for the year ended December 31, 2023 as a result of the reasons discussed above.

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Change in Fair Value of Warrant Liabilities

Change in fair value of warrant liabilities totaled $(5.0) million for the year ended December 31, 2023 and $9.4 million for the year ended December 31, 2022. These warrant liabilities arose with respect to warrants issued in connection with the initial public offering of FGNA and is subject to re-measurement at each balance sheet date.

Other Income

Other income totaled $0.4 million for the year ended December 31, 2023 and $0.1 million for the year ended December 31, 2022. For the year ended December 31, 2023, other income includes the $0.3 million in income related to the Company subleasing one floor of its office space and $0.1 million from the gain on partial loan forgiveness of the secured borrowing payable. For the year ended December 31, 2022, other income includes the income related to the Company subleasing one floor of its office space.

Income Before Income Taxes

Income before income taxes is the sum of income (loss) from operations, the change in fair value of warrant liabilities, and other income. Income before income tax increased by $38.7 million to $41.8 million for the year ended December 31, 2023 from $3.1 million for the year ended December 31, 2022.

Income Tax Expense (Benefit)

OppFi Inc. recorded an income tax expense of $2.3 million for the year ended December 31, 2023, an increase of $2.6 million from income tax benefit of $0.3 million for the year ended December 31, 2022. This increase was largely attributed to the change in fair value of warrant liabilities.

Net Income

Net income increased by $36.1 million to $39.5 million for the year ended December 31, 2023, from $3.3 million for the year ended December 31, 2022 for all of the reasons stated above.

Net (Loss) Income Attributable to OppFi Inc.

Net loss attributable to OppFi Inc. was $1.0 million for the year ended December 31, 2023, down from net income attributable to OppFi Inc. of $7.1 million for the year ended December 31, 2022. Net (loss) income attributable to OppFi Inc. represents the income solely attributable to stockholders of OppFi Inc. As a result of the Company’s Up-C structure, the underlying income or expense components that are attributable to OppFi Inc. are generally expense items related to OppFi Inc.’s status as a public company, the income or expense for the change in fair value of warrant liabilities related to the Company’s warrants, and the Company’s approximate percentage interest in the non-controlling interest. For the year ended December 31, 2023, the underlying income or expense components that are attributable to OppFi Inc. include the loss on change in fair value of warrant liabilities of $5.0 million, tax expense of $2.1 million, general and administrative expense of $0.6 million, and board fees of $0.4 million, for total loss attributable to OppFi Inc. of $8.1 million. The loss also includes OppFi Inc.’s percentage interest in the income attributable to non-controlling interest of $7.1 million, for net loss attributable to OppFi Inc. of $1.0 million. For the year ended December 31, 2022, the underlying income or expense components that are attributable to OppFi Inc. include the gain on change in fair value of warrant liabilities of $9.4 million and tax benefit of $0.3 million, partially offset by payroll and stock compensation expense of $0.8 million, general and administrative expense of $0.7 million, and board fees of $0.4 million, for total income attributable to OppFi Inc. of $7.8 million. The income also includes OppFi Inc.’s percentage interest in the loss attributable to non-controlling interest of $0.7 million, for net income attributable to OppFi Inc. of $7.1 million.

Diluted Earnings per Share

For the year ended December 31, 2023, the Company’s outstanding shares of Class V Voting Stock were excluded in computing the diluted earnings per share as the inclusion of these shares would have had an antidilutive effect under the if-converted method. Under the if-converted method, shares of the Company’s Class V Voting Stock are assumed to be exchanged, together with OppFi Units, into shares of the Company’s Class A Common Stock as of the beginning of the period. For the year ended December 31, 2022, the Company’s outstanding shares of Class V Voting Stock were included in computing the diluted earnings per share as the inclusion of these shares had a dilutive effect under the if-converted method.

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Condensed Balance Sheets

Comparison of the years ended December 31, 2023 and 2022

The following table presents our condensed balance sheet as of December 31, 2023 and 2022 (in thousands):

Year Ended December 31,Change
20232022$%
Assets
Cash and restricted cash$73,943$49,670$24,27348.9%
Finance receivables at fair value463,320457,2966,0241.3
Finance receivables at amortized cost, net110643(533)(82.9)
Other assets64,17072,230(8,060)(11.2)
Total assets$601,543$579,839$21,7043.7%
Liabilities and stockholders’ equity
Current liabilities$26,448$29,558$(3,110)(10.5)%
Other liabilities40,08642,183(2,097)(5.0)
Total debt334,116347,060(12,944)(3.7)
Warrant liabilities6,8641,8884,976263.6
Total liabilities407,514420,689(13,175)(3.1)
Total stockholders’ equity194,029159,15034,87921.9
Total liabilities and stockholders’ equity$601,543$579,839$21,7043.7%

Total cash and restricted cash increased by $24.3 million as of December 31, 2023 compared to December 31, 2022 driven by an increase in received payments relative to originations. Finance receivables at fair value increased by $6.0 million as of December 31, 2023 compared to December 31, 2022 due to strength in issuance volume and decrease in charge-offs throughout the second half of the year. Finance receivables at amortized cost, net decreased by $0.5 million as of December 31, 2023 compared to December 31, 2022 due to the continued rundown of OppFi Card and SalaryTap finance receivables. Other assets decreased by $8.1 million as of December 31, 2023 compared to December 31, 2022 mainly due to a decrease in property, equipment, and software of $3.7 million, a decrease in the operating lease right of use asset of $1.4 million, and a decrease in the deferred tax asset of $1.0 million.

Current liabilities decreased by $3.1 million as of December 31, 2023 compared to December 31, 2022 driven by a decrease in accounts payable of $1.9 million and a decrease in accrued expenses of $1.2 million. Other liabilities decreased by $2.1 million as of December 31, 2023 compared to December 31, 2022 driven by a decrease in the operating lease liability of $1.5 million and a decrease in the tax receivable agreement liability of $0.6 million. Total debt decreased by $12.9 million as of December 31, 2023 compared to December 31, 2022 driven by a decrease in utilization of revolving lines of credit of $12.0 million, paydown of the secured borrowing payable of $0.8 million, and a decrease in notes payable of $0.2 million. Warrant liabilities increased by $5.0 million due to the increase in the valuation of the warrants as of December 31, 2023 compared to December 31, 2022. Total stockholders’ equity increased by $34.9 million as of December 31, 2023 compared to December 31, 2022 driven by net income and stock-based compensation.

NON-GAAP FINANCIAL MEASURES

Comparison of the years ended December 31, 2023 and 2022

We believe that the provision of non-GAAP financial measures in this report, including Adjusted EPS, Adjusted EBITDA, Adjusted EBT, and Adjusted Net Income can provide useful measures for period-to-period comparisons of our business and useful information to investors and others in understanding and evaluating our operating results. However, non-GAAP financial measures are not calculated in accordance with GAAP measures, should not be considered an alternative to any measure of financial performance calculated and presented in accordance with GAAP, and may not be comparable to the non-GAAP financial measures of other companies.

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Adjusted EBT, Adjusted Net Income, and Adjusted EBITDA

Adjusted EBT is a non-GAAP measure defined as our GAAP net income (loss) adjusted to eliminate the effect of certain items as shown below, including provision for income taxes, debt issuance cost amortization, other addbacks and one-time expenses and sublease income. Adjusted Net Income is a non-GAAP measure defined as our Adjusted EBT less pro forma taxes for comparison purposes. We believe that Adjusted EBT and Adjusted Net Income are important measures because they allow management, investors, and our board of directors to evaluate and compare our operating results from period-to-period by making the adjustments described below.

Adjusted EBITDA is a non-GAAP measure defined as our Adjusted Net Income adjusted for the items as shown below, including pro forma and business (non-income) taxes, depreciation and amortization, and interest expense. We believe that Adjusted EBITDA is an important measure because it allows management, investors, and our board of directors to evaluate and compare our operating results from period-to-period by making the adjustments described below. In addition, it provides a useful measure for period-to-period comparisons of our business, as it removes the effect of taxes, certain non-cash items, variable charges, and timing differences.

Adjusted EBITDA excludes certain expenses that are required in accordance with GAAP because they are non-recurring items (such as severance), non-cash expenditures (such as depreciation and amortization, changes in the fair value of warrant liabilities, and expenses related to stock compensation), or are not related to our underlying business performance (such as interest expense). We believe these adjustments provide investors with a comparative view of expenses that the Company expects to incur on an ongoing basis.

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(in thousands, except share and per share data)Year Ended December 31,Variance
(unaudited)20232022%
Net income$39,479$3,3401082.0%
Income tax expense (benefit)2,331(277)941.5
Debt issuance cost amortization2,4282,3722.4
Other addbacks and one-time expenses, net(a)12,7901,180983.9
Sublease income(318)(53)500.0
Adjusted EBT56,7106,562764.2
Less: pro forma taxes(b)(13,361)(1,586)742.4
Adjusted net income43,3494,976771.2
Pro forma taxes(b)13,3611,586742.4
Depreciation and amortization12,73513,581(6.2)
Interest expense44,32232,78935.2
Business (non-income) taxes917934(1.8)
Adjusted EBITDA$114,684$53,866112.9%
Adjusted earnings per share$0.51$0.06
Weighted average diluted shares outstanding85,051,30484,256,084
(a) For the year ended December 31, 2023, other addbacks and one-time expenses, net of $12.8 million included a $5.0 million expense related to the change in fair value of the warrant liabilities, $4.1 million in expenses related to provision for credit losses on the OppFi Card finance receivables, $4.1 million in expenses related to stock-based compensation, $1.5 million in expenses related to corporate development, $0.9 million in expenses related to severance and retention, $0.3 million in expenses related to legal fees, a $(3.0) million addback related to the reclassification of OppFi Card finance receivables from assets held for sale to assets held for investment at amortized cost, and a $(0.1) million addback related to partial forgiveness of the secured borrowing payable. For the year ended December 31, 2022, other addbacks and one-time expenses, net of $1.2 million included a $(9.4) million addback related to the change in fair value of the warrant liabilities, a $3.6 million expense related to the impairment of OppFi Card finance receivables as a result of their reclassification as held for sale, $3.4 million in expenses related to stock-based compensation, $3.0 million in expenses related to severance and retention, a $0.5 million expense related to the impairment of the operating lease right of use asset, and $0.1 million in expenses related to legal fees.
(b) Assumes the entire Company is a C-Corp with a tax rate of 23.56% for the year ended December 31, 2023 and a tax rate of 24.17% for the year ended December 31, 2022, reflecting the U.S. federal statutory rate of 21% and a blended statutory rate for state income taxes, in order to allow for a comparison with other publicly traded companies.

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Adjusted Earnings Per Share

Adjusted EPS is defined as adjusted net income divided by weighted average diluted shares outstanding, which represent shares of both classes of common stock outstanding, excluding 25,500,000 shares related to earnout obligations and including the impact of restricted stock units, performance stock units, and the employee stock purchase plan. We believe that presenting Adjusted EPS is useful to investors and others because, due to the Company’s Up-C structure, Basic EPS calculated on a GAAP basis excludes a large percentage of the Company’s outstanding shares of common stock, which are Class V Voting Stock, and Diluted EPS calculated on a GAAP basis excludes dilutive securities, including Class V Voting Stock, in any period in which the Company reports a loss as dilutive securities are considered to be antidilutive. Shares of the Company’s Class V Voting Stock may be exchanged, together with OppFi Units, into shares of the Company’s Class A Common Stock. We believe that presenting Adjusted EPS is useful to investors and others because it presents the Company’s Adjusted Net Income on a per share basis based on the shares of the Company’s common stock that would be issued but for, and can be issued as a result of, the Company’s Up-C structure, excluding the forfeitable earnout shares from the Company’s Business Combination. The earnout shares issued in the Business Combination are excluded from the calculation of Adjusted EPS because such earnout shares are subject to potential forfeiture pending the achievement (if any) of certain earnout targets pursuant to the terms of the Business Combination, and we believe that, until such shares are forfeited or no longer subject to forfeiture, it is useful to investors and others to provide per share earnings information based only on those shares that are not subject to forfeiture.

Year Ended December 31,
(unaudited)20232022
Weighted average Class A common stock outstanding16,391,19913,913,626
Weighted average Class V voting stock outstanding93,857,92695,724,487
Elimination of earnouts at period end(25,500,000)(25,500,000)
Dilutive impact of restricted stock units261,595105,928
Dilutive impact of performance stock units40,5849,492
Dilutive impact of employee stock purchase plan2,551
Weighted average diluted shares outstanding85,051,30484,256,084
(in thousands, except share and per share data)Year Ended December 31, 2023Year Ended December 31, 2022
(unaudited)$Per Share$Per Share
Weighted average diluted shares outstanding85,051,30484,256,084
Net income$39,479$0.46$3,340$0.04
Income tax expense (benefit)2,3310.03(277)
Debt issuance cost amortization2,4280.032,3720.03
Other addbacks and one-time expenses, net12,7900.151,1800.01
Sublease income(318)(53)
Adjusted EBT56,7100.676,5620.08
Less: pro forma taxes(13,361)(0.16)(1,586)(0.02)
Adjusted net income43,349$0.514,976$0.06

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LIQUIDITY AND CAPITAL RESOURCES

To date, the funds received from operating income and our ability to obtain lending commitments have provided the liquidity necessary for us to fund our operations.

Maturities of our financing facilities are staggered over three years to help minimize refinance risk.

The following table presents our unrestricted cash and undrawn debt as of December 31, 2023 and 2022 (in thousands):

December 31, 2023December 31, 2022
Unrestricted cash$31,791$16,239
Undrawn debt$192,333$136,800

As of December 31, 2023, OppFi had $31.8 million in unrestricted cash, an increase of $15.6 million from December 31, 2022. As of December 31, 2023, OppFi had an additional $192.3 million of unused debt capacity under its financing facilities for future availability, representing a 37% overall undrawn capacity, an increase from $136.8 million as of December 31, 2022. The increase in undrawn debt was driven primarily by the increase in capacity of the revolving credit agreement with affiliates of Atalaya Capital Management in July 2023. Including total financing commitments of $525.0 million, and cash on the balance sheet of $73.9 million, OppFi had approximately $598.9 million in funding capacity as of December 31, 2023.

We believe that our unrestricted cash, undrawn debt and funds from operating income will be sufficient to meet our liquidity needs for at least the next 12 months from the date of this Annual Report. Our future capital requirements will depend on multiple factors, including our revenue growth, aggregate receivables balance, interest expense, working capital requirements, cash provided by and used in operating, investing and financing activities and capital expenditures.

To the extent our unrestricted cash balances, funds from operating income and funds from undrawn debt are insufficient to satisfy our liquidity needs in the future, we may need to raise additional capital through equity or debt financing and may not be able to do so on terms acceptable to it, if at all. If we are unable to raise additional capital when needed, our results of operations and financial condition could be materially and adversely impacted.

Cash Flows

The following table presents cash provided by (used in) operating, investing and financing activities during the years ended December 31, 2023 and 2022 (in thousands):

Year Ended December 31,Change
20232022$%
Net cash provided by operating activities$296,146$243,297$52,84921.7%
Net cash used in investing activities(244,292)(317,244)72,952(23.0)
Net cash (used in) provided by financing activities(27,581)61,255(88,836)(145.0)
Net increase (decrease) in cash and restricted cash$24,273$(12,692)$36,965291.2%

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Operating Activities

Net cash provided by operating activities was $296.1 million for the year ended December 31, 2023. This was an increase of $52.8 million when compared to net cash provided by operating activities of $243.3 million for the year ended December 31, 2022. Cash provided by operating activities increased mainly due to higher net income and less gain from the change in fair value of warrant liabilities compared to the prior year.

Investing Activities

Net cash used in investing activities was $244.3 million for the year ended December 31, 2023. This was a decrease of $73.0 million when compared to net cash used in investing activities of $317.2 million for the year ended December 31, 2022, mainly due to lower finance receivables originated and acquired and higher finance receivables repaid and recovered.

Financing Activities

Net cash used in financing activities was $27.6 million for the year ended December 31, 2023. This was an increase of $88.8 million when compared to net cash provided by financing activities of $61.3 million for the year ended December 31, 2022, primarily due to an increase in member distributions and net payments of senior debt and notes payable, partially offset by a decrease in net payments of secured borrowings payable.

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Financing Arrangements

Our corporate credit facilities consist of term loans and revolving loan facilities that we have drawn on to finance our operations and for other corporate purposes. These borrowings are generally secured by all the assets of OppFi-LLC that have not otherwise been sold or pledged to secure our structured finance facilities, such as assets belonging to certain of the special purpose entity subsidiaries of OppFi-LLC (“SPEs”). In addition, we, through our SPEs, have entered into warehouse credit facilities to partially finance the origination of loans by us on our platform or the purchase of participation rights in loans originated by our bank partners through our platform, which credit facilities are secured by the loans or participation rights. See Note 18, Subsequent Events, in the notes to the consolidated financial statements included in this Annual Report on Form 10-K for further discussion regarding the Company’s revolving credit agreement with UMB Bank, N.A.

The following is a summary of OppFi’s borrowings as of December 31, 2023 and 2022 (in thousands):

BorrowingDecember 31,December 31,Interest Rate as ofMaturity
PurposeBorrower(s)Capacity20232022December 31, 2023Date
Secured borrowing payableOpportunity Funding SPE II, LLC$$$75615.00%
Senior debt
Revolving line of creditOpportunity Funding SPE V, LLC; Opportunity Funding SPE VII, LLC (Tranche A)$$$37,500SOFR plus 7.36%April 2024
Revolving line of creditOpportunity Funding SPE V, LLC (Tranche B)$125,000$103,400$121,647SOFR plus 6.75%June 2026
Revolving line of creditOpportunity Funding SPE V, LLC (Tranche C)$125,000$37,500$SOFR plus 7.50%July 2027
Revolving line of creditOpportunity Funding SPE IV, LLC; SalaryTap Funding SPE, LLC$$$SOFR plus 0.11% plus 3.85%February 2024
Revolving line of creditOpportunity Funding SPE IX, LLC$150,000$93,871$91,871SOFR plus 7.50%December 2026
Revolving line of creditGray Rock SPV, LLC$75,000$48,442$44,716SOFR plus 7.25%April 2025
Total revolving lines of credit$475,000$283,213$295,734
Term loan, netOppFi-LLC$50,000$49,454$48,954LIBOR plus 10.00%March 2025
Total senior debt$525,000$332,667$344,688
Notes payable
Financed insurance premiumOppFi-LLC$$$1,6167.07%July 2023
Financed insurance premiumOppFi-LLC$1,449$1,449$9.70%June 2024
Total notes payable$1,449$1,449$1,616

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LIBOR Transition

In July 2017, the FCA, which regulates LIBOR, announced its intention to stop compelling banks to submit rates for the calculation of LIBOR after 2021. On December 31, 2021, IBA, the administrator of LIBOR, announced plans to cease publication for all USD LIBOR tenors (except the one- and two-week tenors, which ceased on December 31, 2021) on June 30, 2023. The Federal Reserve Board and the Federal Reserve Bank of New York have identified the SOFR as its preferred alternative to LIBOR in derivatives and other financial contracts. Each of our credit facilities, except for the senior secured multi-draw term loan, provided for the replacement of LIBOR as discussed above in “Financing Arrangements.” As of December 31, 2023, all of our LIBOR-based credit facilities, except for the senior secured multi-draw term loan, have been transitioned to the SOFR. As of December 31, 2023, the senior secured multi-draw term loan agreement was subject to the synthetic LIBOR rates until the senior secured multi-draw term loan agreement is amended. The replacement of LIBOR did not have any material effect on our liquidity or the financial terms of our credit facilities.

Critical Accounting Policies and Estimates

The preparation of consolidated financial statements in accordance with GAAP requires OppFi to make estimates and judgments that affect reported amounts of assets, liabilities, income and expenses and related disclosures. OppFi bases estimates on historical experience and on various other assumptions that are believed to be reasonable under current circumstances, results of which form the basis for making judgments about the carrying value of certain assets and liabilities that are not readily available from other sources. Estimates are evaluated on an ongoing basis. To the extent that there are differences between OppFi’s estimates and actual results, OppFi’s future financial statement presentation, financial condition, results of operations and cash flows will be affected.

Accounting policies, as described in detail in the notes to the Company’s consolidated financial statements, are an integral part of the OppFi’s consolidated financial statements. A thorough understanding of these accounting policies is essential when reviewing OppFi’s reported results of operations and financial position. Management believes that the critical accounting policies and estimates listed below require OppFi to make difficult, subjective, or complex judgments about matters that are inherently uncertain:

–Valuation of installment finance receivables accounted for under the fair value option; and

–Valuation of the public and private warrants.

Fair value is the price that could be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. Fair value is determined using different inputs and assumptions based upon the instrument being valued. Where observable market prices from transactions for identical assets or liabilities are not available, we identify market prices for similar assets or liabilities. If observable market prices are unavailable or impracticable to obtain for any such similar assets or liabilities, we look to other modeling techniques, which often incorporate unobservable inputs which are inherently subjective and require significant judgment. Fair value estimates requiring significant judgments are determined using various inputs developed by management with the appropriate skills, understanding and knowledge of the underlying asset or liability to ensure the development of fair value estimates is reasonable. In certain cases, our assessments, with respect to assumptions market participants would make, may be inherently difficult to determine, and the use of different assumptions could result in material changes to these fair value measurements.

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Installment Finance Receivables: To derive the fair value, the Company generally utilizes discounted cash flow analyses that factor in estimated losses and prepayments over the estimated duration of the underlying assets. Loss and prepayment assumptions are determined using historical loss data and include appropriate consideration of recent trends and anticipated future performance. Future cash flows are discounted using a rate of return that the Company believes a market participant would require.

The following describes the primary inputs to the discounted cash flow analyses that require significant judgment:

•Discount rate: The discount rate utilized in the discounted cash flow analyses reflects our estimate of the rate of return that a market participant would require when investing in financial instruments with similar risk and return characteristics.

•Servicing cost: The servicing cost percentage that is applied to portfolio’s expected cash flows reflects our estimate of the amount we would incur to service the underlying assets over the assets’ remaining lives. Servicing costs are derived from an internal analysis of our cost structure considering the characteristics of our installment finance receivables and have been benchmarked against observable information on comparable assets in the marketplace.

•Remaining life: Remaining life is the time weighted average of the remaining contractual loan term divided by the principal balance at the measurement date. The timing of estimated principal payments is impacted by scheduled amortization of loans, charge-offs, and prepayments.

•Default rate: The default rate reflects our estimate of principal payments that will not be repaid over the remaining life of an installment finance receivable. Charge-off expectations are developed using the historical performance of our installment finance receivable portfolio but also incorporate discretionary adjustments based on our expectations of future credit performance.

•Prepayment rate: The prepayment rate is the estimated percentage of principal payments that will occur earlier than contractually required over the remaining life of an installment finance receivable. Prepayments accelerate the timing of principal repayment and reduce interest payments. Prepayment rates in our discounted cash flow models are developed using historical results but may also incorporate discretionary adjustments based on our expectations of future performance.

Warrants: OppFi holds public and private placement warrants that are recorded as a liability on the consolidated balance sheets. These liabilities are subjected to remeasurement at each balance sheet date and are recorded at fair value. We value Public Warrants at market price based on the observable traded price in the marketplace. For Private Placement Warrants, Private Units Warrants and Underwriter Warrants, we estimate the fair value using a Black-Scholes-Merton option-pricing model. This model utilizes observable inputs such as risk-free interest rate and common stock price and unobservable inputs, including expected volatility and dividend yield. These inputs may be influenced by several factors that can change significantly and are difficult to predict. These estimates are inherently risky and require significant judgment on the part of management.

Changes in these estimates, that are likely to occur from period to period, or the use of different estimates that the Company could have reasonably used in the current period, would have a material impact on the Company’s financial position, results of operations or liquidity.

FY 2022 10-K MD&A

SEC filing source: 0001818502-23-000005.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2023-03-29. Report date: 2022-12-31.

ITEM 7.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

OVERVIEW

OppFi is a mission-driven fintech platform that helps everyday Americans gain access to credit with digital specialty finance products. The Company’s platform powers banks to offer accessible lending products through its proprietary technology and top-rated customer experience. OppFi’s primary mission is to facilitate financial inclusion and credit access to the 60 million everyday Americans who lack access to traditional credit with digital specialty finance products and an unwavering commitment to its customers.

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OppFi works with banks to facilitate short-term lending options for everyday Americans who lack access to mainstream financial products. OppFi’s financial technology platform focuses on helping these consumers build a better financial path. Customers on OppFi’s platform benefit from a highly automated, transparent, efficient, and fully digital experience. The banks that work with OppFi benefit from its turn-key, outsourced marketing, data science, and proprietary technology to digitally acquire, underwrite and service these consumers.

OppFi’s primary products are offered by its OppLoans lending platform. Customers on this platform are U.S. consumers, who are employed, have bank accounts, and generally earn median wages. The average installment loan facilitated by OppFi is approximately $1,500, payable in installments and with an average contractual term of 11 months. Neither SalaryTap nor OppFi Card contributed meaningfully to OppFi’s results during the year ended December 31, 2022.

Unless the context otherwise requires, all references in this section to “OppFi” or the “Company” refers to Opportunity Financial, LLC (“OppFi-LLC”) and its subsidiaries prior to the closing (the “Closing”) of the Business Combination, or to OppFi Inc. and its subsidiaries from and after the Business Combination.

On July 20, 2021 (“Closing Date”), OppFi completed a business combination pursuant to the Business Combination Agreement (“Business Combination Agreement”), dated as of February 9, 2021, by and among FG New America Acquisition Corp. (“FGNA”), OppFi-LLC, a Delaware limited liability company, OppFi Shares, LLC (“OFS”), a Delaware limited liability company, and Todd Schwartz (“Members’ Representative”), in his capacity as the representative of the members of OppFi-LLC (“Members”) immediately prior to the closing (“Closing”) of the transactions contemplated by the Business Combination Agreement (“Business Combination”). At the Closing, FGNA changed its name to “OppFi Inc.” OppFi’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”) and redeemable warrants exercisable for Class A Common Stock (“Public Warrants”) are listed on the New York Stock Exchange (“NYSE”) under the symbols “OPFI” and “OPFI WS,” respectively.

Following the Closing, OppFi is organized in an “Up-C” structure in which substantially all of the assets and the business of the Company are held by OppFi-LLC and its subsidiaries, and OppFi’s only direct assets consist of Class A common units of OppFi-LLC (“OppFi Units”). As of December 31, 2022, OppFi owned approximately 13.5% of the OppFi Units and controls OppFi-LLC as the sole manager of OppFi-LLC in accordance with the terms of the Third Amended and Restated Limited Liability Company Agreement of OppFi-LLC (“OppFi A&R LLCA”). All remaining OppFi Units (“Retained OppFi Units”) are beneficially owned by the Members. Each Retained OppFi Unit held by the Members may be exchanged, subject to certain conditions, for either one share of Class A Common Stock or, at the election of OppFi, in its capacity as the sole manager of OppFi-LLC, the cash equivalent of the market value of one share of Class A Common Stock, pursuant to the terms and conditions of the Third Amended and Restated Limited Liability Company Agreement of OppFi-LLC (the “Exchange Rights”). OFS holds a controlling voting interest in OppFi through its ownership of shares of Class V common stock, par value $0.0001 per share, of OppFi (“Class V Voting Stock”) in an amount equal to the number of Retained OppFi Units and therefore has the ability to control OppFi-LLC. Each share of Class V Voting Stock entitles OFS to one vote per share at any annual or special meeting of the stockholders of OppFi, voting together with the holders of Class A Common Stock as a single class, but the shares of Class V Voting Stock do not entitle OFS to any economic rights in OppFi.

RECENT DEVELOPMENTS

Key recent events impacting our business are as follows:

•On December 14, 2022, the Company entered into a revolving line of credit agreement with an affiliate of Castlelake L.P. that provides maximum borrowings of $150.0 million at an interest rate equal to the Term Secured Overnight Financing Rate plus 7.50% and a maturity date of December 14, 2026. This facility is intended to finance receivables growth and repay outstanding borrowings under the revolving line of credit with Ares Agent Service, L.P., originally entered into on January 23, 2018. Accordingly, on December 14, 2022, the Company terminated its revolving credit agreement with Ares Agent Service, L.P., and repaid the approximately $109.0 million in related outstanding obligations.

•On December 31, 2022, the Company reclassified OppFi Card finance receivables as held for sale. Assets held for sale are assets in which management has the intent to sell in the foreseeable future. There are no assurances regarding the timing or conclusion of a potential sale of OppFi Card finance receivables.

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HIGHLIGHTS

Our financial results as of and for the year ended December 31, 2022 are summarized below:

•Basic and diluted earnings per share (“EPS”) of $0.51 and $0.05 for the year ended December 31, 2022, respectively;

•Adjusted EPS(1) of $0.06 for the year ended December 31, 2022;

•Net originations increased 27% to $758.2 million from $595.1 million for the years ended December 31, 2022 and 2021, respectively;

•Ending receivables increased 19% to $402.9 million from $337.5 million as of December 31, 2022 and 2021, respectively;

•Total revenue increased 29% to $452.9 million from $350.6 million for the years ended December 31, 2022 and 2021, respectively;

•Net income decreased 96% to $3.3 million from $89.8 million for the years ended December 31, 2022 and 2021 respectively; and

•Adjusted net income(1) decreased 92% to $5.0 million from $65.8 million for the years ended December 31, 2022 and 2021, respectively.

(1) Adjusted EPS and Adjusted Net Income are non-Generally Accepted Accounting Principles (“GAAP”) financial measures. For information regarding our uses and definitions of these measures and for reconciliations to the most directly comparable United States GAAP measures, see the section titled “Non-GAAP Financial Measures” below.

Key Performance Metrics

We regularly review the following key metrics to evaluate our business, measure our performance, identify trends affecting our business, formulate financial projections, and make strategic decisions, which may also be useful to an investor. The following tables and related discussion set forth key financial and operating metrics for the Company’s operations as of and for the years ended December 31, 2022 and 2021.

All key performance metrics include the three products on the OppFi platform and are not shown separately as contributions from SalaryTap and OppFi Card were de minimis.

Total Net Originations

We measure originations to assess the growth trajectory and overall size of our loan portfolio. There is a direct correlation between origination growth and revenue growth. We include both bank partner originations as well as those originated by us directly. Loans are considered to be originated when the contract is signed between us and the prospective borrower. The vast majority of our originations ultimately disburse to a borrower, but disbursement timing lags that of originations. Originations may be useful to an investor because they help understand the growth trajectory of our revenues.

The following table presents total net originations (defined as gross originations net of transferred balance on refinanced loans), percentage of net originations by bank partners, and percentage of net originations by new loans for the years ended December 31, 2022 and 2021 (in thousands):

Year Ended December 31,Change
20222021$%
Total net originations$758,208$595,079$163,12927.4%
Percentage of net originations by bank partners94.6%90.6%N/A4.4%
Percentage of net originations by new loans51.5%46.2%N/A11.5%

Net originations increased to $758.2 million for the year ended December 31, 2022, from $595.1 million for the year ended December 31, 2021. The 27.4% increase was driven by increased demand resulting in higher application volume and an increase in funded rate (defined as funded loans over qualified applications).

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Our origination mix continues to shift towards a servicing / facilitation model for bank partners from a direct origination model. Total net originations by our bank partners increased to 94.6% for the year ended December 31, 2022, from 90.6% for the year ended December 31, 2021.

In addition, our net originations saw an increase in the percentage of new loans compared to refinanced loans as we continued to drive growth through increased marketing spend and tightened credit criteria on refinanced loans earlier in the year. Total net originations of new loans as percentage of total loans increased to 51.5% for the year ended December 31, 2022 from 46.2% for the year ended December 31, 2021.

Ending Receivables

Ending receivables are defined as the unpaid principal balances of loans at the end of the reporting period. The following table presents ending receivables as of December 31, 2022 and 2021 (in thousands):

Change
20222021$%
Ending receivables$402,910$337,529$65,38119.4%

Ending receivables increased to $402.9 million as of December 31, 2022 from $337.5 million as of December 31, 2021. The 19.4% increase was primarily driven by growth in originations in 2022. Ending receivables as of December 31, 2022 do not include OppFi Card receivables due to their reclassification as held for sale.

Average Yield

Average yield represents interest income from the period as a percent of average receivables. Receivables are defined as the unpaid principal balances of loans. The following table presents average yield for the years ended December 31, 2022 and 2021:

Year Ended December 31,Change
20222021%
Average yield118.9%126.9%(6.3)%

Average yield decreased to 118.9% for the year ended December 31, 2022, from 126.9% for the year ended December 31, 2021. The 6.3% decrease was driven by an increase in delinquent loans in the portfolio as a result of lower quality loans originated prior to credit adjustments implemented earlier in 2022 that were not accruing interest and an increase in enrollment in our hardship and assistance programs, which provide payment relief due to natural disasters, loss of income, increase in expenses, or other unpredictable events such as COVID-19.

Net Charge-Offs as a Percentage of Average Receivables

Net charge-offs as a percentage of average receivables represents total charge-offs from the period less recoveries as a percent of average receivables. Receivables are defined as the unpaid principal balances of loans. Our charge-off policy is based on a review of delinquent finance receivables on a loan by loan basis. Finance receivables are charged off at the earlier of the time when accounts reach 90 days past due on a recency basis, when we receive notification of a customer bankruptcy, or when finance receivables are otherwise deemed uncollectible.

The following table presents net charge-offs as a percentage of average receivables for the years ended December 31, 2022 and 2021:

Year Ended December 31,Change
20222021%
Net charge-offs as % of average receivables61.7%37.5%64.5%

Net charge-offs as a percentage of average receivables increased by 64.5% to 61.7% for the year ended December 31, 2022, from 37.5% for the year ended December 31, 2021. The increase for the year ended December 31, 2022 is a result of the

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cumulative effects of elevated inflation and the charge off of lower quality loans originated prior to credit adjustments implemented earlier in 2022. Additionally, credit adjustments decelerated origination growth in the second half of the year and therefore impacted the denominator of the net charge-off rate.

Auto-Approval Rate

Auto-approval rate is calculated by taking the number of approved loans that are not decisioned by a loan advocate or underwriter (auto-approval) divided by the total number of loans approved. The following table presents auto approval rate as of December 31, 2022 and 2021:

Year Ended December 31,Change
20222021%
Auto-approval rate67.8%60.0%13.0%

Auto-approval rate increased by 13.0% as of December 31, 2022 to 67.8%, from 60.0% as of December 31, 2021, driven by the continued application of algorithmic automation projects that streamline frictional steps of the origination process.

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RESULTS OF OPERATIONS

Comparison of the years ended December 31, 2022 and 2021

The following table presents our consolidated results of operations for the years ended December 31, 2022 and 2021 (in thousands, except number of shares and per share data).

Year Ended December 31,Change
20222021$%
Interest and loan related income$451,448$349,029$102,41929.3%
Other revenue1,4111,539(128)(8.3)
Total revenue452,859350,568102,29129.2
Change in fair value of finance receivables(233,959)(85,960)(147,999)172.2
Provision for credit losses on finance receivables(1,940)(929)(1,011)108.8
Net revenue216,960263,679(46,719)(17.7)
Expenses:
Sales and marketing54,40752,6221,7853.4
Customer operations42,31440,2602,0545.1
Technology, products, and analytics33,43927,4425,99721.9
General, administrative, and other57,98061,842(3,862)(6.2)
Total expenses before interest expense188,140182,1665,9743.3
Interest expense35,16224,25610,90645.0
Total expenses223,302206,42216,8808.2
(Loss) income from operations(6,342)57,257(63,599)(111.1)
Change in fair value of warrant liability9,35226,405(17,053)(64.6)
Gain on forgiveness of PPP loan6,444(6,444)(100.0)
Other income5353
Income before income taxes3,06390,106(87,043)(96.6)
Income tax (benefit) expense(277)311(588)(189.1)
Net income3,34089,795(86,455)(96.3)
Less: net (loss) income attributable to noncontrolling interest(3,758)64,241(67,999)(105.8)
Net income attributable to OppFi Inc.$7,098$25,554$(18,456)(72.2)%
Earnings per share attributable to OppFi Inc.:
Earnings per common share:
Basic$0.51$1.93
Diluted$0.05$0.48
Weighted average common shares outstanding:
Basic13,913,62613,218,119
Diluted84,256,08484,474,039

Total Revenue

Total revenue consists mainly of revenue earned from interest on receivables from outstanding loans based only on the interest method. We also earn revenue from referral fees related primarily to our turn-up program, which represented 0.2 % of total revenue for the year ended December 31, 2022.

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Total revenue increased by $102.3 million, or 29.2%, to $452.9 million for the year ended December 31, 2022 from $350.6 million for the year ended December 31, 2021. The increase was due to higher receivables balances throughout the year, which was driven by both higher beginning balances and origination growth.

Change in Fair Value and Total Provision

Commencing on January 1, 2021, we elected the fair value option on the OppLoan installment product. To derive the fair value, we generally utilize discounted cash flow analyses that factor in estimated losses and prepayments over the estimated duration of the underlying assets. Loss and prepayment assumptions are determined using historical loss data and include appropriate consideration of recent trends and anticipated future performance. Future cash flows are discounted using a rate of return that we believe a market participant would require based on the risk characteristics of the loans. We did not elect the fair value option on our SalaryTap and OppFi Card finance receivables as these products launched in November 2020 and August 2021, respectively, and inputs for fair value are not yet determined. Accordingly, the related finance receivables are carried at amortized cost, net of allowance for credit losses.

Change in fair value consists of gross charge-offs incurred in the period on the OppLoans installment product, net of recoveries, plus the change in the fair value on the installment loans portfolio. Change in fair value totaled $234.0 million for the year ended December 31, 2022, which was comprised of $232.3 million of net charge-offs and a fair market value adjustment of $1.7 million, up from $86.0 million for the year ended December 31, 2021, which was comprised of $103.4 million of net charge-offs partially offset by a fair market value adjustment of $17.4 million. The fair value mark decreased primarily due to an increase in the loss rate as a result of an increase in delinquent loans in the portfolio, as well as an increase in the discount rate, partially offset by an increase in the weighted average interest rate of the portfolio.

For the year ended December 31, 2021, total provision consists of gross charge-offs incurred in the period, net of recoveries, plus the change in the allowance for credit losses for our SalaryTap and OppFi Card products. For the year ended December 31, 2022, total provision consists of gross charge-offs incurred in the period, net of recoveries, plus the change in the allowance for credit losses for our SalaryTap product only, due to the reversal of the provision related to OppFi Card as a result of its reclassification as held for sale. Total provision increased by $1.0 million, or 108.8%, to $1.9 million for the year ended December 31, 2022 from $0.9 million for the year ended December 31, 2021 due to the increase in gross charge-offs on the SalaryTap product from its launch.

Net Revenue

Net revenue is equal to total revenue less the change in fair value and total provision costs. Total net revenue decreased by $46.7 million, or 17.7%, to $217.0 million for the year ended December 31, 2022 from $263.7 million for the year ended December 31, 2021. This decrease was due to the rise in gross charge-offs, which offset higher total revenues.

Expenses

Expenses include costs related to salaries and employee benefits, interest expense and amortized debt issuance costs, sales and marketing, customer operations, technology, products, and analytics, and other general and administrative expenses.

Expenses increased by $16.9 million, or 8.2%, to $223.3 million for the year ended December 31, 2022, from $206.4 million for the year ended December 31, 2021. The increase in expenses was primarily related to elevated interest expense as a result of increased debt draws to support higher receivables balances and a rising interest rate environment, higher direct marketing costs to drive higher new originations, higher payment processing fees as a result of higher volume, and further investment in technology infrastructure. Despite the overall increase in expenses, expenses as a percent of total revenue decreased from 58.9% to 49.3% for the year ended December 31, 2022 compared to the year ended December 31, 2021 due to headcount reductions and vendor savings implemented in the first half of 2022.

(Loss) Income from Operations

(Loss) income from operations is the difference between net revenue and expenses. Total income from operations decreased by $63.6 million, or 111.1%, to $(6.3) million for the year ended December 31, 2022, from $57.3 million for the year ended December 31, 2021. This decrease was due to lower net revenue and higher expenses for the year ended December 31, 2022 as a result of the reasons discussed above.

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Gain on Forgiveness of PPP Loan

Gain on forgiveness of PPP Loan for the year ended December 31, 2021 included the gain from an unsecured loan of $6.4 million in connection with the U.S. Small Business Administration's (“SBA”) Paycheck Protection Program (the “PPP Loan”).

Change in Fair Value of Warrant Liability

Change in fair value of warrant liability totaled $9.4 million for the year ended December 31, 2022 and $26.4 million for the year ended December 31, 2021. This warrant liability arose with respect to warrants issued in connection with the initial public offering of FGNA and is subject to re-measurement at each balance sheet date.

Other Income

Other income totaled $0.1 million for the year ended December 31, 2022 and $0.0 million for the year ended December 31, 2021. Other income includes the income related to the Company subleasing one floor of its office space.

Income Before Income Taxes

Income before income taxes is the sum of (loss) income from operations, the gain on forgiveness of PPP Loan, the change in fair value of warrant liability, and other income. Income before income tax decreased by $87.0 million, or 96.6%, to $3.1 million for the year ended December 31, 2022, from $90.1 million for the year ended December 31, 2021.

Income Tax (Benefit) Expense

OppFi Inc. recorded an income tax benefit of $0.3 million for the year ended December 31, 2022, an increase of $0.6 million from income tax expense of $0.3 million for the year ended December 31, 2021.

Net Income

Net income decreased by $86.5 million, or 96.3%, to $3.3 million for the year ended December 31, 2022, from $89.8 million for the year ended December 31, 2021.

Net Income Attributable to OppFi Inc.

Net income attributable to OppFi Inc. decreased by $18.5 million, or 72.2%, to $7.1 million for the year ended December 31, 2022, from $25.6 million for the year ended December 31, 2021. Net income attributable to OppFi Inc. represents the income solely attributable to stockholders of OppFi Inc. As a result of the Company’s Up-C structure, the underlying income or expense components that are attributable to OppFi Inc. are generally expense items related to OppFi Inc.’s status as a public company, the income or expense for the change in fair value of warrant liabilities related to the Company’s warrants, and the Company’s approximate percentage interest in the non-controlling interest. For the year ended December 31, 2022, the underlying income or expense components that are attributable to OppFi Inc. include the gain on change in fair value of warrant liabilities of $9.4 million and tax benefit of $0.3 million, partially offset by payroll and stock compensation expense of $0.8 million, general and administrative expense of $0.7 million, and board fees of $0.4 million, for total income attributable to OppFi Inc. of $7.8 million. The income also includes OppFi Inc.’s percentage interest in the income attributable to non-controlling interest of $(0.7) million, for net income attributable to OppFi Inc. of $7.1 million. For the year ended December 31, 2021, the underlying income or expense components that are attributable to OppFi Inc. include gain on change in fair value of warrant liabilities of $26.4 million and tax benefit of $0.2 million, partially offset by payroll and stock compensation expense of $2.5 million, general and administrative expense of $1.1 million, and board fees of $0.2 million, for total income attributable to OppFi Inc. of $22.8 million. The income also includes OppFi Inc.’s percentage interest in the income attributable to non-controlling interest of $2.7 million, for net income attributable to OppFi Inc. of $25.6 million. Prior to the consummation of the Business Combination on July 20, 2021, there was no income attributable to OppFi Inc. as OppFi-LLC was the only reportable entity.

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Condensed Balance Sheets

Comparison of the years ended December 31, 2022 and 2021

The following table presents our condensed balance sheet as of December 31, 2022 and 2021 (in thousands):

Year Ended December 31,Change
20222021$%
Assets
Cash and restricted cash$49,670$62,362$(12,692)(20.4)%
Finance receivables at fair value457,296383,89073,40619.1
Finance receivables at amortized cost, net6434,220(3,577)(84.8)
Other assets72,23051,63420,59639.9
Total assets$579,839$502,106$77,73315.5%
Liabilities and stockholders’ equity
Current liabilities$29,558$35,695$(6,137)(17.2)%
Other liabilities42,18323,27218,91181.3
Total debt347,060274,02173,03926.7
Warrant liability1,88811,240(9,352)(83.2)
Total liabilities420,689344,22876,46122.2
Total stockholders’ equity159,150157,8781,2720.8
Total liabilities and stockholders’ equity$579,839$502,106$77,73315.5%

Total cash and restricted cash decreased by $12.7 million as of December 31, 2022 compared to December 31, 2021, driven by an increase in originated loans relative to the timing of received payments. Finance receivables at fair value increased by $73.4 million as of December 31, 2022 compared to December 31, 2021 due to high demand and origination volume for the year ended December 31, 2022. Finance receivables at amortized cost decreased by $3.6 million primarily due to the reclassification of OppFi Card finance receivables as held for sale under other assets. Other assets as of December 31, 2022 increased by $20.6 million compared to December 31, 2021, primarily driven by the addition of an operating lease right of use asset of $13.6 million related to the Company’s headquarters due to the adoption of a new accounting standard, the reclassification of OppFi Card finance receivables as held for sale, and an increase in amortized debt issuance costs of $2.5 million.

Current liabilities decreased by $6.1 million as of December 31, 2022 compared to December 31, 2021, driven by the decrease in accrued expenses of $6.4 million. Other liabilities increased by $18.9 million as of December 31, 2022 compared to December 31, 2021, driven by the addition of an operating lease liability of $16.6 million and an increase in the tax receivable agreement liability of $2.4 million. Total debt increased by $73.0 million as of December 31, 2022 compared to December 31, 2021, driven by an increase in utilization of revolving lines of credit of $93.1 million and new notes payable related to insurance premium financing of $1.6 million, which was partially offset by lower secured borrowing payables of $21.7 million. Total equity increased by $1.3 million as of December 31, 2022 compared to December 31, 2021, driven by net income and stock-based compensation, partially offset by treasury stock as a result of repurchases made under the Company’s share repurchase program.

NON-GAAP FINANCIAL MEASURES

Comparison of the years ended December 31, 2022 and 2021

We believe that the provision of non-GAAP financial measures in this report, including Adjusted EPS, Adjusted EBITDA, Adjusted EBT, and Adjusted Net Income can provide useful measures for period-to-period comparisons of our business and useful information to investors and others in understanding and evaluating our operating results. However, non-GAAP financial measures are not calculated in accordance with GAAP measures, should not be considered an alternative to any measure of financial performance calculated and presented in accordance with GAAP, and may not be comparable to the non-GAAP financial measures of other companies.

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Adjusted EBT, Adjusted Net Income, and Adjusted EBITDA

Adjusted EBT is a non-GAAP measure defined as our GAAP net income adjusted to eliminate the effect of certain items as shown below, including provision for income taxes, debt issuance cost amortization, and other addbacks and one-time expenses. Adjusted Net Income is a non-GAAP measure defined as our Adjusted EBT less pro forma taxes for comparison purposes. We believe that Adjusted EBT and Adjusted Net Income are important measures because they allows management, investors, and our board of directors to evaluate and compare our operating results from period-to-period by making the adjustments described below.

Adjusted EBITDA is a non-GAAP measure defined as our Adjusted Net Income adjusted for the items as shown below, including pro forma and business (non-income) taxes, depreciation and amortization, and interest expense. We believe that Adjusted EBITDA is an important measure because it allows management, investors, and our board of directors to evaluate and compare our operating results from period-to-period by making the adjustments described below. In addition, it provides a useful measure for period-to-period comparisons of our business, as it removes the effect of taxes, certain non-cash items, variable charges, and timing differences.

Adjusted EBITDA excludes certain expenses that are required in accordance with GAAP because they are non-recurring items (such as transaction-related costs with respect to our business combination), non-cash expenditures (such as depreciation and amortization, changes in the fair value of warrant liabilities, and expenses related to stock compensation), or are not related to our underlying business performance (such as interest expense). We believe these adjustments provide investors with a comparative view of expenses that the Company expects to incur on an ongoing basis.

Year Ended December 31,Variance
(in thousands, except share and per share data) Unaudited20222021%
Net income$3,340$89,795(96.3)%
(Benefit) provision for income taxes(277)311(189.1)
Debt issuance cost amortization2,3722,3102.7
Other addbacks and one-time expenses, net(a)1,127(8,452)(113.3)
Adjusted EBT6,56283,964(92.2)
Less: pro forma taxes(b)(1,586)(18,145)(91.3)
Adjusted net income4,97665,819(92.4)
Pro forma taxes(b)1,58618,145(91.3)
Depreciation and amortization13,58110,28232.1
Interest expense32,78921,94649.4
Business (non-income) taxes93466540.5
Adjusted EBITDA$53,866$116,857(53.9)%
Adjusted EPS$0.06$0.78
Weighted average diluted shares outstanding84,256,08484,474,039
(a) For the year ended December 31, 2022, other addbacks and one-time expenses of $1.1 million included a $(9.4) million addback due to the change in fair value of the warrant liabilities, $0.1 million in income related to the sublease of Company office space, $0.1 million in expenses related to one-time legal costs, $2.0 million in expenses related to severance, $1.0 million in expenses related to retention, $3.6 million in expenses related to the impairment of OppFi Card finance receivables as a result of their reclassification as held for sale, $0.5 million in expenses related to the impairment of the operating lease right of use asset, and $3.4 million in stock-based compensation. For the year ended December 31, 2021, other addbacks and one-time expenses of $(8.5) million included a $(26.4) million addback due to the change in fair value of the warrant liabilities, a $(6.4) million addback due to the gain on forgiveness of PPP Loan, $6.6 million in public company readiness costs prior to the Business Combination, $5.3 million in expenses related to one-time legal, accounting, and other costs related to the Business Combination, $4.2 million in expenses related to warrant valuation, $3.0 million in expenses related to severance, $0.6 million in management and board fees, $1.8 million in recruiting and salary expense, and $3.0 million in profit interest and stock compensation.
(b) Assumes a tax rate of 24.17% for the year ended December 31, 2022 and a tax rate of 21.61% for the year ended December 31, 2021, reflecting the U.S. federal statutory rate of 21% and a blended statutory rate for state income taxes, in order to allow for a comparison with other publicly traded companies.

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Adjusted Earnings Per Share

Adjusted EPS is defined as adjusted net income divided by weighted average diluted shares outstanding, which represent shares of both classes of common stock outstanding, excluding 25,500,000 shares related to earnout obligations and including the impact of restricted stock units, performance stock units, and the employee stock purchase plan. We believe that presenting Adjusted EPS is useful to investors and others because, due to the Company’s Up-C structure, Basic EPS calculated on a GAAP basis excludes a large percentage of the Company’s outstanding shares of common stock, which are Class V Voting Stock, and Diluted EPS calculated on a GAAP basis excludes dilutive securities, including Class V Voting Stock, in any period in which the Company reports a loss as dilutive securities are considered to be antidilutive. Shares of the Company’s Class V Voting Stock may be exchanged, together with OppFi Units, into shares of the Company’s Class A Common Stock. We believe that presenting Adjusted EPS is useful to investors and others because it presents the Company’s Adjusted Net Income on a per share basis based on the shares of the Company’s common stock that would be issued but for, and can be issued as a result of, the Company’s Up-C structure, excluding the forfeitable earnout shares from the Company’s Business Combination. The earnout shares issued in the Business Combination are excluded from the calculation of Adjusted EPS because such earnout shares are subject to potential forfeiture pending the achievement (if any) of certain earnout targets pursuant to the terms of the Business Combination, and we believe that, until such shares are forfeited or no longer subject to forfeiture, it is useful to investors and others to provide per share earnings information based only on those shares that are not subject to forfeiture.

Year Ended December 31,
(unaudited)20222021
Weighted average Class A Common Stock outstanding13,913,62613,218,119
Weighted average Class V Voting Stock outstanding95,724,48796,746,990
Elimination of earnouts at period end(25,500,000)(25,500,000)
Dilutive impact of restricted stock units105,9288,930
Dilutive impact of performance stock units9,492
Dilutive impact of employee stock purchase plan2,551
Weighted average diluted shares outstanding84,256,08484,474,039
Year Ended December 31,
(unaudited)20222021
Adjusted net income (in thousands)$4,976$65,819
Weighted average diluted shares outstanding84,256,08484,474,039
Adjusted EPS$0.06$0.78

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LIQUIDITY AND CAPITAL RESOURCES

To date, the funds received from operating income and our ability to obtain lending commitments have provided the liquidity necessary for us to fund our operations.

Maturities of our financing facilities are staggered over three years to help minimize refinance risk.

The following table presents our unrestricted cash and undrawn debt as of December 31, 2022 and 2021 (in thousands):

December 31, 2022December 31, 2021
Unrestricted cash$16,239$25,064
Undrawn debt$136,800$158,100

As of December 31, 2022, OppFi had $16.2 million in unrestricted cash, a decrease of $8.8 million from December 31, 2021. As of December 31, 2022, OppFi had an additional $136.8 million of unused debt capacity under its financing facilities for future availability, representing a 28% overall undrawn capacity, a decrease from $158.1 million as of December 31, 2021. The reduction in undrawn debt was primarily due to funding of receivables growth. Including total financing commitments of $482.5 million, and cash on the balance sheet of $49.7 million, OppFi had approximately $532.2 million in funding capacity as of December 31, 2022.

We believe that our unrestricted cash, undrawn debt and funds from operating income will be sufficient to meet our liquidity needs for at least the next 12 months from the date of this Annual Report. Our future capital requirements will depend on multiple factors, including our revenue growth, aggregate receivables balance, interest expense, working capital requirements, cash provided by and used in operating, investing and financing activities and capital expenditures.

To the extent our unrestricted cash balances, funds from operating income and funds from undrawn debt are insufficient to satisfy our liquidity needs in the future, we may need to raise additional capital through equity or debt financing and may not be able to do so on terms acceptable to it, if at all. If we are unable to raise additional capital when needed, our results of operations and financial condition could be materially and adversely impacted.

Cash Flows

The following table presents cash provided by (used in) operating, investing and financing activities during the years ended December 31, 2022 and 2021 (in thousands):

Year Ended December 31,Change
20222021$%
Net cash provided by operating activities$243,297$167,346$75,95145.4%
Net cash used in investing activities(317,244)(199,470)(117,774)(59.0)
Net cash provided by financing activities61,25548,82912,426(25.4)
Net (decrease) increase in cash and restricted cash$(12,692)$16,705$(29,397)(176.0)%

Operating Activities

Net cash provided by operating activities was $243.3 million for the year ended December 31, 2022. This was an increase of $76.0 million when compared to net cash provided by operating activities of $167.3 million for the year ended December 31, 2021. Cash provided by operating activities increased due to additional interest and loan related income generated from higher receivables balances compared to the prior year.

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Investing Activities

Net cash used in investing activities was $317.2 million for the year ended December 31, 2022. This was an increase of $117.8 million when compared to net cash used in investing activities of $199.5 million for the year ended December 31, 2021, due to higher finance receivables originated and acquired, partially offset by higher finance receivables repaid and recovered.

Financing Activities

Net cash provided by financing activities was $61.3 million for the year ended December 31, 2022. This was an increase of $12.4 million when compared to net cash provided by financing activities of $48.8 million for the year ended December 31, 2021, primarily due to a decrease in member distributions and payment of capitalized transaction costs related to the Business Combination, partially offset by an increase in net payments of secured borrowing payable and decrease in net advances of senior debt.

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Financing Arrangements

Our corporate credit facilities consist of term loans and revolving loan facilities that we have drawn on to finance our operations and for other corporate purposes. These borrowings are generally secured by all the assets of OppFi-LLC that have not otherwise been sold or pledged to secure our structured finance facilities, such as assets belonging to certain of the special purpose entity subsidiaries of OppFi-LLC (“SPEs”). In addition, we, through our SPEs, have entered into warehouse credit facilities to partially finance the origination of loans by us on our platform or the purchase of participation rights in loans originated by our bank partners through our platform, which credit facilities are secured by the loans or participation rights. The following is a summary of OppFi’s borrowings as of December 31, 2022 and 2021 (in thousands):

BorrowingDecember 31,December 31,Interest Rate as ofMaturity
PurposeBorrower(s)Capacity20222021December 31, 2022Date
Secured borrowing payableOpportunity Funding SPE II, LLC$756$756$22,44315.00%(1)
Senior debt
Revolving line of creditOpportunity Funding SPE III, LLC$$$119,000LIBOR plus 6.00%January 2024
Revolving line of creditOpportunity Funding SPE V, LLC; Opportunity Funding SPE VII, LLC (Tranche A)75,00037,50045,900SOFR plus 7.36%April 2024
Revolving line of creditOpportunity Funding SPE V, LLC; Opportunity Funding SPE VII, LLC (Tranche B)125,000121,647SOFR plus 6.75%June 2026
Revolving line of creditOpportunity Funding SPE VI, LLC30,600LIBOR plus 7.25%April 2023
Revolving line of creditOpportunity Funding SPE IV, LLC; SalaryTap Funding SPE, LLC7,5007,500SOFR plus 0.11% plus 3.85%February 2024
Revolving line of creditOpportunity Funding SPE IX, LLC150,00091,871SOFR plus 7.50%December 2026
Revolving line of creditGray Rock SPV, LLC75,00044,716SOFR plus 7.25%April 2025
Total revolving lines of credit432,500295,734203,000
Term loan, netOppFi-LLC50,00048,95448,578LIBOR plus 10.00%March 2025
Total senior debt$482,500$344,688$251,578
Note payableOppFi-LLC$1,616$1,616$7.07%July 2023
(1)Maturity date extended indefinitely until borrowing capacity is depleted.

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LIBOR Transition

In July 2017, the FCA, which regulates LIBOR, announced its intention to stop compelling banks to submit rates for the calculation of LIBOR after 2021. On December 31, 2021, IBA, the administrator of LIBOR, announced plans to cease publication for all USD LIBOR tenors (except the one- and two-week tenors, which ceased on December 31, 2021) on June 30, 2023. The Federal Reserve Board and the Federal Reserve Bank of New York have identified the SOFR as its preferred alternative to LIBOR in derivatives and other financial contracts. Each of our credit facilities provides for the replacement of LIBOR as discussed above in “Financing Arrangements.” We do not expect the replacement of LIBOR to have any effect on our liquidity or the financial terms of our credit facilities.

Critical Accounting Policies and Estimates

The preparation of consolidated financial statements in accordance with GAAP requires OppFi to make estimates and judgments that affect reported amounts of assets, liabilities, income and expenses and related disclosures. OppFi bases estimates on historical experience and on various other assumptions that are believed to be reasonable under current circumstances, results of which form the basis for making judgments about the carrying value of certain assets and liabilities that are not readily available from other sources. Estimates are evaluated on an ongoing basis. To the extent that there are differences between OppFi’s estimates and actual results, OppFi’s future financial statement presentation, financial condition, results of operations and cash flows will be affected.

Accounting policies, as described in detail in the notes to the Company’s consolidated financial statements, are an integral part of the OppFi’s consolidated financial statements. A thorough understanding of these accounting policies is essential when reviewing OppFi’s reported results of operations and financial position. Management believes that the critical accounting policies and estimates listed below require OppFi to make difficult, subjective, or complex judgments about matters that are inherently uncertain:

–Valuation of installment finance receivables accounted for under the fair value option;

–Determination of the allowance for credit losses; and

–Valuation of the public and private warrants.

Fair value is the price that could be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. Fair value is determined using different inputs and assumptions based upon the instrument being valued. Where observable market prices from transactions for identical assets or liabilities are not available, we identify market prices for similar assets or liabilities. If observable market prices are unavailable or impracticable to obtain for any such similar assets or liabilities, we look to other modeling techniques, which often incorporate unobservable inputs which are inherently subjective and require significant judgment. Fair value estimates requiring significant judgments are determined using various inputs developed by management with the appropriate skills, understanding and knowledge of the underlying asset or liability to ensure the development of fair value estimates is reasonable. In certain cases, our assessments, with respect to assumptions market participants would make, may be inherently difficult to determine, and the use of different assumptions could result in material changes to these fair value measurements.

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Installment Finance Receivables: To derive the fair value, the Company generally utilizes discounted cash flow analyses that factor in estimated losses and prepayments over the estimated duration of the underlying assets. Loss and prepayment assumptions are determined using historical loss data and include appropriate consideration of recent trends and anticipated future performance. Future cash flows are discounted using a rate of return that the Company believes a market participant would require.

The following describes the primary inputs to the discounted cash flow analyses that require significant judgement:

•Discount rate: The discount rate utilized in the discounted cash flow analyses reflects our estimate of the rate of return that a market participant would require when investing in financial instruments with similar risk and return characteristics.

•Servicing cost: The servicing cost percentage that is applied to portfolio’s expected cash flows reflects our estimate of the amount we would incur to service the underlying assets over the assets’ remaining lives. Servicing costs are derived from an internal analysis of our cost structure considering the characteristics of our installment finance receivables and have been benchmarked against observable information on comparable assets in the marketplace.

•Remaining life: Remaining life is the time weighted average of the remaining contractual loan term divided by the principal balance at the measurement date. The timing of estimated principal payments is impacted by scheduled amortization of loans, charge-offs, and prepayments.

•Default rate: The default rate reflects our estimate of principal payments that will not be repaid over the remaining life of an installment finance receivable. Charge-off expectations are developed using the historical performance of our installment finance receivable portfolio but also incorporate discretionary adjustments based on our expectations of future credit performance.

•Prepayment rate: The prepayment rate is the estimated percentage of principal payments that will occur earlier than contractually required over the remaining life of an installment finance receivable. Prepayments accelerate the timing of principal repayment and reduce interest payments. Prepayment rates in our discounted cash flow models are developed using historical results but may also incorporate discretionary adjustments based on our expectations of future performance.

Warrants: OppFi holds public and private placement warrants that are recorded as a liability on the consolidated balance sheets. These liabilities are subjected to remeasurement at each balance sheet date and are recorded at fair value. We value Public Warrants at market price based on a quoted price in the marketplace. For Private Placement Warrants, Private Units Warrants and Underwriter Warrants, we estimate the fair value using a Monte Carlo simulation model. This model utilizes unobservable inputs, including expected volatility, risk-free interest rate, and expected term. These inputs may be influenced by several factors that can change significantly and are difficult to predict. These estimates are inherently risky and require significant judgment on the part of management.

Allowance for Credit Losses: Effective, January 1, 2021, OppFi adopted ASU 2016-13, replacing their incurred loss impairment methodology with the current expected credit losses methodology for their SalaryTap and OppFi Card finance receivables. The allowance for credit losses represents management’s best estimate of current expected credit losses over the life of these portfolios. Estimating credit losses requires judgment in determining loan specific attributes impacting the borrower’s ability to repay contractual obligations. The allowance for credit losses is assessed at each balance sheet date and adjustments are recorded in the provision for credit losses on finance receivables. The allowance is currently estimated using market data for determining anticipated credit losses of its SalaryTap and OppFi Card finance receivables until sufficient internal data exists. Management believes its allowance is adequate to absorb the expected life of loan credit losses as of the balance sheet date. Actual losses incurred may differ materially from management’s estimates.

Changes in these estimates, that are likely to occur from period to period, or the use of different estimates that the Company could have reasonably used in the current period, would have a material impact on the Company’s financial position, results of operations or liquidity.

FY 2021 10-K MD&A

SEC filing source: 0001818502-22-000001.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2022-03-11. Report date: 2021-12-31.

ITEM 7.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

OVERVIEW

We are a leading mission-driven financial technology platform that powers banks to offer accessible financial products to everyday consumers through our proprietary technology and artificial intelligence (“AI”) and a top-rated customer experience. Our primary mission is to facilitate financial inclusion and credit access to the 150 million everyday consumers who lack access to mainstream credit and help them build financial health. Consumers on our platform benefit from higher approval rates and a highly automated, transparent, efficient, and fully digital experience. Our bank partners benefit from our turn-key, outsourced marketing, data science, and proprietary technology to digitally acquire, underwrite and service everyday consumers and increase automation throughout the lending process.

We principally service consumers on our financial platform through OppLoans, which is our bank sponsored installment loan product that is a fully amortizing, simple interest small dollar loan with an average loan size of approximately $1,500 and a term of 11 months. We also recently launched our SalaryTap and OppFi Card products, which do not currently represent a significant amount of our business.

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COVID-19 Pandemic

On March 11, 2020, the World Health Organization designated the novel coronavirus (“COVID-19”) as a global pandemic. Recently, consumer activity has began to recover and many government mandates to restrict daily activities have been lifted, but the long-term effects of the COVID-19 pandemic globally and in the United States remain unknown. Worker shortages, supply chain issues, inflationary pressures, vaccine and testing requirements, the emergence of new variants, and the reinstatement of restrictions and health and safety related measures in response to the emergence of new variants, such as the Delta and Omicron variants, contributed to the volatility of ongoing recovery. There can be no assurance that economic recovery will continue or that consumer behavior will return to pre-pandemic levels. For further discussion please reference the ‘Risk Factors’ section.

Election of Fair Value

On January 1, 2021, we elected the fair value option for our OppLoan product. Accordingly, the related finance receivables are carried at fair value in the consolidated balance sheets and the changes in fair value are included in the consolidated statements of operations. For more information, please refer to “Fair Value Pro Forma" below.

RECENT DEVELOPMENTS

Key recent events impacting our business are as follows:

•On November 18, 2021, the Company entered into a Consent Judgement and Order (“Settlement”) with the Attorney General of the District of Columbia (“District”) to resolve all matters in a dispute related to the action previously filed against the Company by the District (“Action”). The Company denies the allegations in the Action and denies that it has violated any law or engaged in any deceptive or unfair practices. The Action was resolved to avoid the expense of protracted litigation. As part of the Settlement, the Company agreed to, among other things, refrain from certain business activities in the District of Columbia, pay $0.3 million to the District of Columbia and provide refunds to certain District of Columbia consumers. As of December 31, 2021, unpaid refunds totaled $1.5 million, which is included in accrued expenses on the consolidated balance sheets.

•On January 6, 2022, the Company announced that its Board of Directors (“Board”) had authorized a program to repurchase (“Repurchase Program”) up to $20.0 million in the aggregate of shares of the Company’s Class A Common Stock. Repurchases under the Repurchase Program may be made from time to time, on the open market, in privately negotiated transactions, or by other methods, at the discretion of the management of the Company and in accordance with the limitations set forth in Rule 10b-18 promulgated under the Exchange Act and other applicable legal requirements. The timing and amount of the repurchases will depend on market conditions and other requirements. The Repurchase Program does not obligate the Company to repurchase any dollar amount or number of shares and the Repurchase Program may be extended, modified, suspended, or discontinued at any time. For each share of Class A Common Stock that the Company repurchases under the Repurchase Program, OppFi-LLC will redeem one Class A common unit of OppFi-LLC held by the Company, decreasing the percentage ownership of OppFi-LLC by the Company and relatively increasing the ownership by the other members. The Repurchase Program will expire in December 2023.

•On February 23, 2022, the Board of the Company appointed Mr. Todd G. Schwartz as the Chief Executive Officer of the Company, effective February 28, 2022. Mr. Schwartz will continue to serve as the Executive Chairman of the Board.

•On March 7, 2022, the Company, through OppFi-LLC, filed a complaint for declaratory and injunctive relief (“Complaint”) against the Commissioner (in her official capacity) of the Department of Financial Protection and Innovation of the State of California (“Defendant”) in the Superior Court of the State of California, County of Los Angeles, Central Division. The Complaint seeks a declaration that the interest rate caps set forth in the California Financing Law, as amended by the Fair Access to Credit Act, a/k/a AB 539 (“CFL”), do not apply to loans that are originated by the Company’s federally-insured state-chartered bank partners and serviced through the Company’s technology and service platform pursuant to a contractual arrangement with each such bank (“Program”). The Complaint further seeks injunctive relief against the Defendant, preventing the Defendant from enforcing interest rate caps under the CFL against the Company based on activities related to the Program. As of December 31, 2021, consumers living in the State of California made up approximately 11% of the Company’s finance receivables portfolio. The Company intends to aggressively prosecute the claims set forth in the Complaint.

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HIGHLIGHTS

Our financial results as of and for the year ended December 31, 2021 are summarized below:

•Basic and diluted earnings per share (“EPS”) of $1.93 for the year ended December 31, 2021;

•Adjusted basic and diluted EPS(1) of $0.78 for the year ended December 31, 2021;

•Net originations increased 23% to $595.1 million from $483.4 million for the years ended December 31, 2021 and 2020, respectively;

•Ending receivables increased 22% to $337.5 million from $275.7 million as of December 31, 2021 and 2020, respectively;

•Total revenue increased 20% to $350.6 million from $291.0 million for the years ended December 31, 2021 and 2020, respectively;

•Adjusted revenue(1) increased 9 % to $350.6 million from $323.0 million for the years ended December 31, 2021 and 2020, respectively;

•Net income increased 16% to $89.8 million from $77.5 million for the years ended December 31, 2021 and 2020 respectively; and

•Adjusted net income(1) increased 19% to $65.8 million from $55.2 million for the years ended December 31, 2021 and 2020, respectively.

(1) Adjusted Basic and Diluted EPS, Adjusted Revenue and Adjusted Net Income are non-Generally Accepted Accounting Principles (“GAAP”) financial measures. For information regarding our uses and definitions of these measures and for reconciliations to the most directly comparable United States GAAP measures, see “Non-GAAP Financial Measures” below.

Key Performance Metrics

We regularly review the following key metrics, to evaluate our business, measure our performance, identify trends affecting our business, formulate financial projections and make strategic decisions, which may also be useful to an investor. The following tables and related discussion set forth key financial and operating metrics for the Company’s operations as of and for the years ended December 31, 2021 and 2020.

Note: All key performance metrics includes the three products on the OppFi platform and are not shown separately as contributions from SalaryTap and OppFi Card were de minimis.

Total Net Originations

We measure originations to assess the growth trajectory and overall size of our loan portfolio. There is a direct correlation between origination growth and revenue growth. We include both bank partner originations as well as those originated by us directly. Loans are considered to be originated when the contract is signed between us and the prospective borrower. The vast majority of our originations ultimately disburse to a borrower, but disbursement timing lags that of originations. Originations may be useful to an investor because they help understand the growth trajectory of our revenues.

The following tables present total net originations (defined as gross originations net of transferred balance on refinanced loans), percentage of net originations by bank partners, and percentage of net originations by new loans for the years ended December 31, 2021 and 2020 (in thousands):

Year Ended December 31,Change
20212020$%
Total net originations$595,079$483,350$111,72923.1%
Percentage of net originations by bank partners90.6%65.0%N/A39.4%
Percentage of net originations by new loans46.2%42.8%N/A7.9%

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Net originations increased to $595.1 million for the year ended December 31, 2021, from $483.4 million for the year ended December 31, 2020. The 23.1% increase was primarily due to a partial recovery from the short-term reduction in customer demand attributable to the COVID-19 pandemic and related governmental stimulus measures that we experienced 2020. However, 2021 growth was significantly lower than historical years due in part to the continued impact of the pandemic on customer demand.

Our origination mix continues to shift towards a servicing / facilitation model for bank partners from a direct origination model. Total net originations by our bank partners increased to 90.6% for the year ended December 31, 2021, from 65.0% for the year ended December 31, 2020.

In addition, our net originations saw an increase in the percentage of originations of new loans compared to refinanced loans as customer demand began to return from weakness due to the onset of the COVID-19 pandemic in 2020 coupled with increased automation, which drove a higher conversion of applications to funded loans. Total net originations of new loans as percentage of total loans increased to 46.2% for the year ended December 31, 2021 from 42.8% for the year ended December 31, 2020.

Ending Receivables

Ending receivables are defined as the unpaid principal balances of both on- and off-balance sheet loans at the end of the reporting period. The following table presents ending receivables as of December 31, 2021 and 2020 (in thousands):

Change
20212020$%
Ending receivables$337,529$275,670$61,85922.4%

Ending receivables increased to $337.5 million as of December 31, 2020 from $275.7 million as of December 31, 2020. The 22.4% increase was primarily driven by growth in originations in 2021. Off-balance sheet receivables were $19.7 million as of December 31, 2020, and there were no off-balance sheet receivables as of December 31, 2021.

Average Yield

Average yield represents annualized interest income from the period as a percent of average receivables. Receivables are defined as unpaid principal balances of both on- and off-balance sheet loans. The following tables present average yield for the years ended December 31, 2021 and 2020:

Year Ended December 31,Change
20212020%
Average yield126.9%128.1%(0.9)%

Average yield decreased to 126.9% for the year ended December 31, 2021, from 128.1% for the year ended December 31, 2020. The 0.9% decrease was driven by the introduction of market-based offers in the fourth quarter, which offers qualifying customers to receive a lower APR. Additionally, average yield was driven lower by the expansion of the APR stepdown program through 2021, which rewards eligible customers for making on-time payments by lowering their interest rates in regular intervals.

Net Charge-Offs as a Percentage of Average Receivables

Net charge-offs as a percentage of average receivables represents annualized total charge offs from the period less recoveries as a percent of average receivables. Receivables are defined as unpaid principal of both on- and off-balance sheet loans. Our charge-off policy is based on a review of delinquent finance receivables on a loan by loan basis. Finance receivables are charged off at the earlier of the time when accounts reach 90 days past due on a recency basis, when we receive notification of a customer bankruptcy, or when finance receivables are otherwise deemed uncollectible.

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The following tables present net charge-offs as a percentage of average receivables annualized for the years ended December 31, 2021 and 2020:

Year Ended December 31,Change
20212020%
Net charge-offs as % of average receivables37.5%35.6%5.3%

Net charge-offs as a percentage of average receivables increased by 5.3% to 37.5% for the year ended December 31, 2021, from 35.6% for the year ended December 31, 2020. The increase for the year ended December 31, 2021 reflects a gradual return to normalization of credit towards pre-pandemic levels due to reduced government stimulus from 2020 and the corresponding impact on our customers’ bank balance.

Marketing Cost per Funded Loan

Marketing cost per funded loan represents marketing cost per funded loan for new and refinance loans. This metric is the amount of direct marketing costs incurred during a period divided by the number of loans originated during that same period.

The following tables present marketing cost per funded loan for the years ended December 31, 2021 and 2020:

Year Ended December 31,Change
20212020$%
Marketing cost per funded loan$78$62$1625.8%

Our marketing cost per funded loan increased to $78 for the year ended December 31, 2021, from $62 for the year ended December 31, 2020. The 25.8% increase for the year ended December 31, 2021 was driven by the higher mix of new versus refinanced loans year over year as well as a higher Marketing Cost per New Funded Loan as described in the following section.

Marketing Cost per New Funded Loan

Marketing cost per new funded loan represents the amount of direct marketing costs incurred during a period divided by the number of new loans originated during that same period. The following tables present marketing cost per funded loan (new) for the years ended December 31, 2021 and 2020:

Year Ended December 31,Change
20212020$%
Marketing cost per new funded loan$254$211$4320.4%

Our marketing cost per new funded loan increased to $254 for the year ended December 31, 2021 from $211 for the year ended December 31, 2020. The 20.4% increase for the year ended December 31, 2021 was driven by increased mix to the partner channel from lower cost organic channels and higher spend in direct mail as the company pulled back direct mail spending in 2020.

Auto-Approval Rate

Auto-approval rate is calculated by taking the number of approved loans that are not decisioned by a loan advocate or underwriter (auto-approval) divided by the total number of loans approved. The following table presents auto approval rate as of December 31, 2021 and 2020:

Year Ended December 31,Change
20212020%
Auto-approval rate60.0%25.7%133.4%

Auto-approval rate increased by 133.4% as of December 31, 2021 to 60.0%, from 25.7% as of December 31, 2020, driven by the continued application of algorithmic automation projects that streamline frictional steps of the origination process.

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Sales and Servicing Cost per Loan Sales and Servicing cost per loan is calculated by taking the total servicing costs, which include customer center salaries, underwriting and reporting costs, and payment processing fees, divided by the average amount of outstanding loans during that period. The following tables present servicing cost per loan for the years ended December 31, 2021 and 2020:

Year Ended December 31,Change
20212020$%
Sales and servicing cost per loan$159$148$117.4%

Our servicing cost per loan increased by $11 for the year ended December 31, 2021 compared to the year ended December 31, 2020 due to the increase in underwriting costs and payment processing fees tied to the increase in originations. Due to improvements in auto-approval rates, which drove scale to the business, the percentage growth in sales and servicing costs per loan of 7.4% for the year ended December 31, 2021 were significantly lower than total net origination growth of 23.1% for the year ended December 31, 2021.

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RESULTS OF OPERATIONS

Comparison of the years ended December 31, 2021 and 2020

The following table presents our consolidated results of operations for the years ended December 31, 2021 and 2020 (in thousands, except per number of shares and share data).

Year Ended December 31,Change
20212020$%
Interest and loan related income, gross (a)$349,029$322,165$26,8648.3%
Other income1,53978975095.1
Interest, loan related, and other income350,568322,95427,6148.6
Amortization of loan origination costs(31,940)31,940(100.0)
Total revenue350,568291,01459,55420.5
Total provision(929)(90,787)89,858(99.0)
Change in fair value of finance receivables(85,960)(85,960)
Net revenue263,679200,22763,45231.7
Expenses206,422122,71183,71168.2
Income from operations57,25777,516(20,259)(26.1)
Gain on forgiveness of Paycheck Protection Program loan6,4446,444
Change in fair value of warrant liability26,40526,405
Income before income taxes90,10677,51612,59016.2
Provision for income taxes(311)(311)
Net income89,795$77,516$12,27915.8%
Less: net income attributable to noncontrolling interest64,241
Net income attributable to OppFi Inc.$25,554
Earnings per share attributable to OppFi Inc.: (b)
Earnings per common share:
Basic$1.93$
Diluted$1.93$
Weighted average common shares outstanding:
Basic13,218,119
Diluted13,227,049
(a) Loan related income primarily consists of non-sufficient funds fees, which are immaterial and were discontinued during Q1 2021. Interest income related to finance receivables accounted for under the fair value option is included in “Interest and loan related income, net” in the consolidated statements of operations.
(b) Prior to the reverse recapitalization, all net income was attributable to the noncontrolling interest. For the periods prior to July 20, 2021, earnings per share was not calculated, as net income prior to the Business Combination was attributable entirely to OppFi-LLC.

Total Revenue

Total revenue consists mainly of revenue earned from interest on receivables from outstanding loans based only on the interest method, as well as amortization of loan origination costs in previous periods. We also earn revenue from referral fees related primarily to our turn-up program, which represented less than 0.5 % of total revenue for the year ended December 31, 2021.

Total revenue increased by $59.6 million, or 20.5%, to $350.6 million for the year ended December 31, 2021 from $291.0 million for the year ended December 31, 2020. This increase was due to the removal of the amortization of loan origination costs as a result of the election of the fair value option in 2021 as well as receivables growth in 2021 . Under the fair value option, loan origination costs related to the origination of installment loans are expensed when incurred and are no longer recognized as a part of total revenue.

Change in Fair Value and Total Provision

Commencing on January 1, 2021, we elected the fair value option on the OppLoan installment product. To derive the fair value, we generally utilize discounted cash flow analyses that factor in estimated losses and prepayments over the estimated duration of the underlying assets. Loss and prepayment assumptions are determined using historical loss data and include appropriate consideration of recent trends and anticipated future performance. Future cash flows are discounted using a rate of return that

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we believe a market participant would require based on the risk characteristics of the loans. We did not elect the fair value option on our SalaryTap and OppFi Card finance receivables as these products launched in November 2020 and August 2021, respectively, and inputs for fair value are not yet determined. Accordingly, the related finance receivables are carried at amortized cost, net of allowance for credit losses.

For the year ended December 31, 2021, change in fair value consists of gross charge-offs incurred in the period, net of recoveries, plus the change in the fair value on the installment loans portfolio. Change in fair value totaled $86.0 million for the year ended December 31, 2021,which was comprised of $103.5 million of net charge-offs, partially offset by a fair market value adjustment of $17.6 million. The fair value adjustment had a positive impact due to the increase in receivables in the period and an increase in the fair value mark. The fair value mark improved due to an increase in the remaining life of the portfolio driven by a younger portfolio from origination growth in the period, as well as an increase in the weighted average interest rate of the portfolio driven by the higher mix of bank partner originated loans and a lower volume of customers on assistance programs.

For the year ended December 31, 2021, total provision consists of gross charge-offs incurred in the period, net of recoveries, plus the change in the allowance for credit losses for our SalaryTap and OppFi Card products. For the year ended December 31, 2020, total provision consists of gross charge-offs incurred in the period, net of recoveries, plus the change in the allowance for credit losses for the OppLoan product as this was the only product for the Company during 2020 and the Company utilized incurred credit loss application method prior to electing the fair value option on January 1, 2021. Starting January 1, 2021, our provision for future losses is based on estimated credit loss application whereby it reserves for life of loan losses.

Net Revenue

Net revenue is equal to total revenue less the change in fair value and less total provision costs. Total net revenue increased by $63.5 million, or 31.7%, to $263.7 million for the year ended December 31, 2021 from $200.2 million for the year ended December 31, 2020. This increase was attributable to the removal of the amortization of loan origination costs from total revenue as a result of the election of the fair value option in 2021 and growth in receivables from the prior year.

Expenses

Expenses includes salaries and employee benefits, interest expense and amortized debt issuance costs, servicing costs, direct marketing costs, technology costs, depreciation and amortization, professional fees and other expenses.

Expenses increased by $83.7 million, or 68.2%, to $206.4 million for the year ended December 31, 2021, from $122.7 million for the year ended December 31, 2020. This was primarily due to higher marketing costs due to higher originations, an increase in salaries and employee benefits related to additional headcount, technology infrastructure costs and professional fees related to investments to support the company's augmentation of internal controls, operational risk and compliance functions, insurance expenses as the company transitioned to becoming a public entity, and the impact of the 2021 election of fair value option. As a result of the election of the fair value option, loan origination costs, including direct marketing costs and payment processing fees related to the origination of the OppLoan product, are recognized as expenses when incurred and are no longer recognized as an offset to total revenue.

Income from Operations

Income from operations is the difference between net revenue and expenses. Total income from operations decreased by $20.3 million, or 26.1%, to $57.3 million for the year ended December 31, 2021, from $77.5 million for the year ended December 31, 2020.

Other Income (Expenses)

Other income for the year ended December 31, 2021 included the gain from forgiveness of an unsecured loan of $6.4 million in connection with the Paycheck Protection Program (“PPP”) Loan. Additionally, other income included the change in fair value of the warrant liability in the amount of $26.4 million. This warrant liability arose with respect to warrants issued in connection with the initial public offering of FGNA and is subject to re-measurement at each balance sheet date.

Income Before Income Tax

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Income before income tax is the difference between net revenue and expenses. Income before income tax increased by $12.6 million, or 16.2%, to $90.1 million for the year ended December 31, 2021, from $77.5 million for the year ended December 31, 2020.

Income Tax

OppFi Inc. recorded a provision for income taxes of $0.3 million for the year ended December 31, 2021 and no expense for the year ended December 31, 2020. As noted above, OppFi-LLC is treated as a partnership and is not subject to income taxes; prior to the consummation of the Business Combination on July 20, 2021, there were no taxes attributable to OppFi Inc. as OppFi-LLC was the only reportable entity.

Net Income

Net income increased by $12.3 million, or 15.8%, to $89.8 million for the year ended December 31, 2021 from $77.5 million for the year ended December 31, 2020.

Net Income Attributable to OppFi Inc.

Net income attributable to OppFi Inc. was $25.6 million for the year ended December 31, 2021. Net income attributable to OppFi Inc. represents the income solely attributable to stockholders of OppFi Inc. for the year ended December 31, 2021. Prior to the consummation of the Business Combination on July 20, 2021, there was no income attributable to OppFi Inc. as OppFi-LLC was the only reportable entity.

NON-GAAP FINANCIAL MEASURES

We believe that the provision of non-GAAP financial measures in this report, including Fair Value Pro Forma information, Adjusted Revenue, Adjusted Basic and Diluted EPS, Adjusted EBITDA (and margin thereof), and Adjusted Net Income (and margin thereof) can provide useful measures for period-to-period comparisons of our business and useful information to investors and others in understanding and evaluating our operating results. However, non-GAAP financial measures are not calculated in accordance with United States GAAP measures, should not be considered an alternative to any measure of financial performance calculated and presented in accordance with GAAP, and may not be comparable to the non-GAAP financial measures of other companies.

Fair Value Pro Forma

On January 1, 2021, we elected the fair value option for our OppLoan product. Accordingly, the related finance receivables are carried at fair value in the consolidated balance sheets and the changes in fair value are included in the consolidated statements of operations. To derive the fair value, OppFi generally utilizes discounted cash flow analyses that factor in estimated losses and prepayments over the estimated duration of the underlying assets. Loss and prepayment assumptions are determined using historical loss data and include appropriate consideration of recent trends and anticipated future performance. Future cash flows are discounted using a rate of return that OppFi believes a market participant would require. Accrued interest and fees are included in “Finance receivables” in the consolidated balance sheets. Interest income is included in “Interest and loan related income, net” in the consolidated statements of operations. We have adjusted 2020 financials based on applying the fair value option in order to provide comparability to 2021 financials.

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Year Ended December 31,Variance
20212020%
(in thousands, unaudited)As ReportedAs ReportedFair Value AdjustmentsFair Value Pro Forma
Interest, loan related, and other income$350,568$291,014$31,940$322,9548.6%
Total provision(929)(90,787)90,787
Fair value adjustments (a)(85,960)(104,028)(104,028)(17.4)
Net revenue263,679200,22718,699218,92620.4
Expenses
Sales and marketing52,62215,33322,51037,84339.1
Customer operations40,26033,6974,48238,1795.5
Technology, products, and analytics27,44219,74519,74539.0
General, administrative, and other61,84232,70832,70889.1
Total expenses before interest expense182,166101,48326,992128,47541.8
Interest expense (b)24,25621,22821,22814.3
Income from operations57,25777,516(8,293)69,223(17.3)
Gain on forgiveness of Paycheck Protection Program loan6,444
Change in fair value of warrant liability26,405
Income before income taxes90,10677,516(8,293)69,22330.2
Provision for income taxes(311)
Net income89,795$77,516$(8,293)$69,22329.7%
Less: net income attributable to noncontrolling interest64,241
Net income attributable to OppFi Inc.$25,554
(a) Fair value adjustment of $104 million includes net charge-offs of $89.6 million and a fair market value Adjustment of $14.4 million driven by lower receivables and a lower fair market value mark as a result of the COVID-19 pandemic.
(b) Includes debt amortization costs.

Adjusted Revenue

Adjusted revenue is a non-GAAP financial measure defined as our total revenue, as reported, adjusted for the impact of amortization of loan origination costs. Under the fair value option, loan origination costs related to the origination of installment loans are expensed when incurred and are no longer recognized as a part of total revenue. We believe that adjusted revenue is an important measure because it allows management, investors, and our board of directors to evaluate and compare our revenue for period-to-period comparisons of our business, as it removes the effect of differing accounting methodologies.

Year Ended December 31,Variance
(in thousands, unaudited)20212020%
Total revenue$350,568$291,01420.5%
Amortization of loan origination costs31,940
Adjusted revenue$350,568$322,9548.6%

Adjusted Net Income and Adjusted EBITDA

Adjusted Net Income is a non-GAAP measure defined as our GAAP net income, adjusted for the impact of our election of the fair value option, further adjusted to eliminate the effect of certain items as shown below as well as adjusting taxes for comparison purposes. We believe that Adjusted Net Income is an important measure because it allows management, investors, and our board of directors to evaluate and compare our operating results from period-to-period by making the adjustments described below.

Adjusted EBITDA is a non-GAAP measure defined as our adjusted net income, and adjusted for the items as shown below including taxes, depreciation and amortization and interest expense. We believe that Adjusted EBITDA is an important measure because it allows management, investors, and our board of directors to evaluate and compare our operating results from period-

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to-period by making the adjustments described below. In addition, it provides a useful measure for period-to-period comparisons of our business, as it removes the effect of taxes, certain non-cash items, variable charges, and timing differences.

Year Ended December 31,Variance
(in thousands, except share and per share data) Unaudited20212020%
Net income$89,795$77,51615.8%
Provision for income taxes311
FV adjustments(8,293)(100.0)
Debt issuance cost amortization2,3101,94518.8
Other addback and one-time expense(a)(8,452)2,439(446.5)
Adjusted EBT83,96473,60714.1
Less: pro forma taxes(b)(18,145)(18,402)(1.4)
Adjusted net income65,81955,20519.2
Pro forma taxes(b)18,14518,402(1.4)
Depreciation and amortization10,2826,73252.7
Interest expense21,94619,28413.8
Business (non-income) taxes6651,527(56.5)
Loss on disposition of equipment6
Adjusted EBITDA$116,863$101,15015.5%
Adjusted basic EPS: (c)$0.78$
Weighted average adjusted basic shares:84,465,109
Adjusted diluted EPS: (c)$0.78$
Weighted average adjusted diluted shares:84,474,039
(a) For the year ended December 31, 2021, other addback and one-time expense of ($8.5 million) included a ($26.4 million) addback due to the change in fair value of the warrant liabilities, a ($6.4 million) addback due to the gain on forgiveness of PPP Loan, and a $24.4 million impact to the G&A line item in expenses comprised of: $6.6 million in one-time expenses related to the Business Combination, $3.0 million in profit interest and stock compensation, $4.2 million in the change in fair value of warrant units outstanding prior to Business Combination, and $10.6 million in other one-time expenses.
(b) Assumes a tax rate of 25% for the year ended December 31, 2020 and a 21.61% tax rate after, reflecting the U.S. federal statutory rate of 21% and a blended statutory rate for state income taxes, in order to allow for a comparison with other publicly traded companies.
(c) Prior to the Reverse Recapitalization, all net income was attributable to the noncontrolling interest. For the periods prior to July 20, 2021, earnings per share was not calculated, as net income prior to the Business Combination was attributable entirely to OppFi-LLC.

Adjusted Shares as Reflected in Adjusted Basic and Diluted Earnings Per Share

Year Ended December 31,
(unaudited)20212020
Weighted average Class A common stock outstanding13,218,119
Weighted average Class V voting stock outstanding96,746,990
Elimination of earnouts at period end(25,500,000)
Weighted average adjusted basic shares84,465,109
Dilutive impact of unvested restricted stock units8,930
Weighted average adjusted diluted shares84,474,039
Year Ended December 31,
(unaudited)20212020
Adjusted net income (in thousands)$65,819$55,205
Weighted average adjusted basic shares$84,465,109$
Adjusted basic EPS:$0.78$

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Year Ended December 31,
(unaudited)20212020
Adjusted net income (in thousands)$65,819$55,205
Weighted average adjusted diluted shares$84,474,039$
Adjusted diluted EPS:$0.78$

Condensed Balance Sheets

Comparison of the years ended December 31, 2021 and 2020

The following table presents our condensed balance sheet as of December 31, 2021 and 2020 (in thousands):

Year Ended December 31,Change
20212020$%
Assets
Cash and restricted cash$62,362$45,657$16,70536.6%
Finance receivables at fair value383,890383,890
Finance receivables at amortized cost, net4,220222,243(218,023)(98.1)
Other assets51,63417,94333,691187.8
Total assets$502,106$285,843$216,26375.7%
Liabilities and stockholders’ equity / members’ equity
Other liabilities$58,967$28,406$30,561107.6%
Total debt274,021158,105115,91673.3
Warrant liability11,24011,240
Total liabilities344,228186,511157,71784.6
Total stockholders’equity / members’ equity157,87899,33258,54658.9
Total liabilities and stockholders' equity /members’ equity$502,106$285,843$216,26375.7%

Total cash and restricted cash increased by $16.7 million as of December 31, 2021 compared to December 31, 2020, driven by free cash flow from operations as well as increased borrowings under the Atalaya Credit Agreement and higher utilization of senior debt to finance receivables growth, transaction expenses, and tax distribution. Finance receivables as of December 31, 2021 increased compared to December 31, 2020 due to higher unpaid on-balance sheet principal balances as well as the election of the fair value option in 2021. Other assets as of December 31, 2021 increased by $33.7 million compared to December 31, 2020, driven by the addition of a deferred tax asset of $25.6 million related to the Business Combination, as well as $5.1 million largely consisting of prepaid expenses and $4.1 million of property, equipment and capitalized technology costs, partially offset by $1.1 million of debt issuance costs.

Other liabilities increased by $30.6 million driven by a tax receivable agreement liability in connection with the business combination with a balance of $23.3 million as of December 31, 2021. Total debt increased by $115.9 million driven by an increase in utilization of leverage facilities of $49.3 million and a $24.8 million net impact of the corporate credit facility refinancing, offset by $6.4 million of loan forgiveness of the PPP loan. Total equity increased by $58.5 million driven by net income of $89.8 million and impact of adoption of the fair value method of accounting of $69.4 million, partially offset by net distributions and transaction related adjustments to equity.

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LIQUIDITY AND CAPITAL RESOURCES

To date, the funds received from operating income and our ability to obtain lending commitments have provided the liquidity necessary for us to fund our operations.

Maturities of our financing facilities are staggered over three years to help minimize refinance risk.

The following table presents our unrestricted cash and undrawn debt as of December 31, 2021 (in thousands):

December 31, 2021December 31, 2020
Unrestricted cash$25,064$25,601
Undrawn debt$158,100$338,108

As of December 31, 2021, we had $25.1 million in unrestricted cash, a decrease of $0.5 million from December 31, 2020. As of December 31, 2021, we had an additional $158.1 million of unused debt capacity under our financing facilities for future availability, representing a 38 % overall undrawn capacity, a decrease from $338.1 million as of December 31, 2020. The reduction in undrawn debt was due to funding of receivables growth, transaction expenses related to the Business Combination, and tax distributions covering the full year 2020 and 2021 annual estimates. Including total financing commitments of $411 million, and cash on the balance sheet of $62.4 million, we had approximately $473 million in funding capacity as of December 31, 2021.

We believe that our unrestricted cash, undrawn debt and funds from operating income will be sufficient to meet our liquidity needs for at least the next 12 months from the date of this Annual Report. Our future capital requirements will depend on multiple factors, including our revenue growth, aggregate receivables balance, interest expense, working capital requirements, cash provided by and used in operating, investing and financing activities and capital expenditures.

To the extent our unrestricted cash balances, funds from operating income and funds from undrawn debt are insufficient to satisfy our liquidity needs in the future, we may need to raise additional capital through equity or debt financing and may not be able to do so on terms acceptable to it, if at all. If we are unable to raise additional capital when needed, our results of operations and financial condition could be materially and adversely impacted.

Cash Flows

The following table presents cash provided by (used in) operating, investing and financing activities during the year ended December 31, 2021 and 2020 (in thousands):

Year Ended December 31,Change
20212020$%
Net cash provided by operating activities$167,346$192,112$(24,766)(12.9)%
Net cash used in investing activities(199,470)(98,312)(101,158)(102.9)
Net cash provided by (used in) financing activities48,829(84,122)132,951158.0
Net increase in cash and restricted cash$16,705$9,678$7,02772.6%

Operating Activities

Net cash provided by operating activities was $167.3 million for the year ended December 31, 2021. This was a decrease of $24.8 million when compared to net cash provided by operating activities of $192.1 million for the year ended December 31, 2020. Cash provided by operating activities decreased due to higher expenses in 2021, driven by higher marketing costs due to higher originations, as well as an increase in salaries and employee benefits, and increased investment in technology infrastructure.

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Investing Activities

Net cash used in investing activities was $199.5 million for the year ended December 31, 2021. This was an increase of $101.2 million when compared to net cash used in investing activities of $98.3 million for the year ended December 31, 2020, due to higher finance receivables originated and acquired, partially offset by higher finance receivables repaid.

Financing Activities

Net cash provided by financing activities was $48.8 million for the year ended December 31, 2021. This was an increase of $133.0 million when compared to net cash used in financing activities of $84.1 million for the year ended December 31, 2020, primarily due to an increase in net advances in borrowings, partially offset by an increase in member distributions and capitalized transaction costs.

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Financing Arrangements

Our corporate credit facilities consist of term loans and revolving loan facilities that we have drawn on to finance our operations and for other corporate purposes. These borrowings are generally secured by all the assets of OppFi-LLC that have not otherwise been sold or pledged to secure our structured finance facilities, such as assets belonging to certain of the special purpose entity subsidiaries of OppFi-LLC (“SPEs”). In addition, we, through our SPEs, have entered into warehouse credit facilities to partially finance the origination of loans by us on our platform or the purchase of participation rights in loans originated by our bank partners through our platform, which credit facilities are secured by the loans or participation rights. The following is a summary of OppFi’s borrowings as of December 31, 2021 and 2020 (in thousands):

Interest Rate as of
BorrowingDecember 31,December 31,December 31, 2021,Maturity
PurposeBorrower(s)Capacity20212020Except as NotedDate
Secured borrowing payableOpportunity Funding SPE II, LLC$38,500$22,443$16,02515.00%(1)
Senior debt
Revolving line of creditOppFi-LLC$$$5,000LIBOR plus 2.50%(2) (3)February 2022
Revolving line of creditOpportunity Funding SPE III, LLC175,000119,00059,200LIBOR plus 6.00%(3)January 2024
Revolving line of creditOpportunity Funding SPE V, LLC; Opportunity Funding SPE VII, LLC75,00045,90024,222LIBOR plus 7.25%(3)April 2024
Revolving line of creditOpportunity Funding SPE VI, LLC50,00030,60016,148LIBOR plus 7.25%(3)April 2023
Revolving line of creditOpportunity Funding SPE IV, LLC; SalaryTap Funding SPE, LLC45,0007,50012,506LIBOR plus 3.85%(3)February 2024
Total revolving lines of credit345,000203,000117,076
Term loan, netOppFi-LLC50,00048,57814,650LIBOR plus 10.00%(3)March 2025
Total senior debt$395,000$251,578$131,726
Subordinated debtOppFi-LLC$$$4,00014.00%(2)December 2023
Other debtOppFi-LLC$$$6,3541.00%(4)April 2022

(1) Maturity date extended indefinitely until borrowing capacity is depleted

(2) Interest rate as of 12/31/2020 and for the subsequent period thru and until loan was repaid

(3) Subject to customary LIBOR replacement provisions as set forth below in “Financing Agreements.”

(4) Interest rate as of 12/31/2020 and for the subsequent period thru and until loan was forgiven

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The following is a discussion of our current credit facilities.

Amended and Restated Program Agreement with Midtown Madison Management, LLC and Funds of Atalaya Capital Management (Opportunity Funding SPE II, LLC)

OppFi-LLC and Opportunity Funding SPE II, LLC, a wholly owned subsidiary of OppFi-LLC (“SPE II”), are parties to an Amended and Restated Program Agreement, originally entered into on August 1, 2017 (as amended to date, the “Program Agreement”), with Midtown Madison Management, LLC, as purchaser agent (“Purchaser Agent”) for funds of Atalaya Capital Management (“Program Purchasers”). Pursuant to the terms of the Program Agreement and related participation purchase and sale agreements, the Program Purchasers have agreed to purchase from SPE II up to $165.0 million of 97.5% participation interests in: (i) finance receivables directly originated by OppFi-LLC and acquired by SPE II and (ii) participation rights in the economic interests of finance receivables originated by OppFi-LLC’s bank partners on our platform and acquired by SPE II. Pursuant to the terms of the Program Agreement, the Program Purchasers earn a preferred return of 15% on the participation interests purchased and a performance fee after the preferred return has been satisfied.

SPE II has certain repurchase obligations with respect to participation interests purchased by the Program Purchasers if representations and warranties made by SPE II with respect thereto are not accurate when made. Pursuant to a servicing agreement, OppFi-LLC has agreed to service the finance receivables and participation rights, as applicable, purchased by SPE II and the participation interests therein purchased by the Program Purchasers. The obligations of SPE II under the Program Agreement are secured by substantially all of the assets of SPE II.

The Purchaser Agent may at any time refuse to purchase participation interests pursuant to the Program Agreement, provided that following such a refusal, SPE II will have the right to terminate the Program Agreement at any time and for any reason, in its sole discretion, upon giving five business days notice to the Purchaser Agent.

The Program Agreement contains certain customary representations and warranties and affirmative and negative covenants, including minimum tangible net worth and liquidity and performance metrics related to the participation interests purchased by the Program Purchasers, and provides for certain events of default, including, but not limited to, a cross-default on certain other debt obligations and bankruptcy or insolvency events, subject to customary cure periods, as applicable.

Senior Secured Multi-Draw Term Loan Facility with Midtown Madison Management, LLC and Funds of Atalaya Capital Management

OppFi-LLC is party to that certain Senior Secured Multi-Draw Term Loan Facility with Midtown Madison Management, LLC as agent for Atalaya Special Opportunities Fund VII LP (together with the other affiliated funds that became lenders party thereto, the “Atalaya Lenders”), originally entered into on November 9, 2018 (as amended to date, the “Atalaya Term Loan Facility”). The Atalaya Term Loan Facility provides for maximum term loan commitments by the Atalaya Lenders of up to $50 million, substantially all of which has been drawn by OppFi-LLC.

The Atalaya Term Loan Facility bears interest at the one-month LIBOR rate plus 10%, subject to a LIBOR floor of 2.00%, payable monthly in arrears. The Atalaya Term Loan Facility provides that following the date of a public statement of the cessation of publication of all tenors of LIBOR (subject to an early opt-in election), LIBOR shall be replaced as a benchmark rate in the Atalaya Term Loan Facility with term SOFR (or another alternative rate if term SOFR is not able to be determined), with such adjustments to cause the new benchmark rate to be economically equivalent to LIBOR at the time of the LIBOR cessation.

OppFi-LLC’s obligations under the Atalaya Term Loan Facility are secured by all of OppFi-LLC’s assets, other than the assets and equity interests of the SPEs, and are guaranteed by all of its subsidiaries, other than the SPEs.

The Atalaya Term Loan Facility is subject to a borrowing base and various financial covenants, including maximum consolidated debt to EBITDA ratio and minimum consolidated fixed charge coverage ratio and liquidity. Outstanding obligations under the Atalaya Term Loan Facility may be prepaid beginning on September 30, 2022, subject to prepayment premiums. In addition, OppFi-LLC is subject to certain mandatory prepayment requirements in the event its borrowings under the Atalaya Term Loan Facility exceed its borrowing base. The Atalaya Term Loan Facility contains certain customary representations and warranties and affirmative and negative covenants, including with respect to dividends and other restricted payments. Outstanding obligations under the Atalaya Term Loan Facility, including unpaid principal and interest, are due on March 30, 2025 unless there is an earlier event of default such as bankruptcy, default on interest payments, a cross default on certain other debt obligations, or failure to perform or observe covenants, at which point the obligations may become due

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earlier, and additional default interest is due in addition to any other amounts owed and payable while such events of default are ongoing.

In connection with entering into the Atalaya Term Loan Facility and certain amendments thereto, OppFi-LLC issued to Midtown Madison Management, LLC, as agent for the Atalaya Lenders, warrants to purchase equity interests in OppFi-LLC. These warrants were transferred to affiliates of the Atalaya Lenders and were automatically exercised in connection with the Closing, and such affiliates of the Atalaya Lenders became Members. In connection with the execution of the OppFi A&R LLCA, such equity interests were recapitalized into Retained OppFi Units representing less than 1% of the outstanding OppFi Units immediately following the Closing.

Amended and Restated Revolving Credit Agreement with Ares Agent Services, L.P. (Opportunity Funding SPE III, LLC)

OppFi-LLC, Opportunity Funding SPE III, LLC, a wholly owned subsidiary of OppFi-LLC (“SPE III”), OppWin, LLC a wholly owned subsidiary of OppFi-LLC (“OppWin”), and the other credit parties and guarantors thereto, are parties to an Amended and Restated Revolving Credit Agreement, originally entered into on January 31, 2020 (as amended to date, the “Ares SPE III Credit Agreement”), with Ares Agent Services, L.P., as administrative agent and collateral agent (“Ares”), and the lenders party thereto. The Ares SPE III Credit Agreement provides for a senior secured asset-backed revolving credit facility with maximum available borrowings for SPE III, as borrower, of $175 million.

Borrowings under the Ares SPE III Credit Agreement are secured by substantially all of the assets of SPE III. Pursuant to receivables purchase agreements, SPE III has agreed to purchase from OppFi-LLC and OppWin, as applicable, (i) finance receivables directly originated by OppFi-LLC and (ii) participation rights in the economic interests of finance receivables originated by OppFi-LLC’s bank partners on our platform. OppFi-LLC and OppWin have certain repurchase obligations with respect to finance receivables or participation rights purchased by SPE III if representations and warranties made by OppFi-LLC or OppWin, as applicable, with respect thereto are not accurate when made. Pursuant to a servicing agreement, OppFi-LLC has agreed to service the finance receivables and participation rights, as applicable, purchased by SPE III.

Libor Rate Loans (as defined in the Ares SPE III Credit Agreement) bear interest at a floating rate that is the greater of (i) 2.00% and (ii) one-month LIBOR, plus 6.00% (subject to customary LIBOR replacement provisions), and Base Rate Loans (as defined in the Ares SPE III Credit Agreement) bear interest at the Base Rate (as defined in the Ares SPE III Credit Agreement), plus 6.00%. The Ares SPE III Credit Agreement provides that if LIBOR is no longer available, a broadly accepted comparable successor rate, including any adjustments thereto, will be applied in lieu of LIBOR in a manner consistent with market practice to maintain the then-current yield. Interest is payable monthly in arrears, and any amounts due under the Ares SPE III Credit Agreement may be prepaid voluntarily subsequent to its first anniversary upon notice to Ares, subject to the borrowing base limitations and other customary conditions and further subject in certain cases to prepayment premiums and minimum utilization penalties. Borrowings under the Ares SPE III Credit Agreement are subject to a borrowing base.

The Ares SPE III Credit Agreement is scheduled to mature on January 31, 2024, and all outstanding amounts thereunder are due on such date.

The Ares SPE III Credit Agreement contains certain customary representations and warranties and affirmative and negative covenants, including with respect to dividends and other restricted payments, various financial covenants, including minimum adjusted tangible net worth, liquidity, earnings and maximum senior leverage ratio, and performance metrics related to the finance receivables and participation rights purchased by SPE III, and provides for certain events of default, including, but not limited to, failure to pay any principal, interest or other amounts when due, failure to perform or observe covenants, cross-default on certain other debt obligations and bankruptcy or insolvency events, subject to customary cure periods, as applicable. Amounts owed by OppFi-LLC under the Ares SPE III Credit Agreement could be accelerated and become immediately due and payable following the occurrence an event of default, and additional default interest is due in addition to any other amounts owed and payable while such events of default are ongoing.

Revolving Credit Agreement with BMO Harris Bank, N.A. (Opportunity Funding SPE IV, LLC and SalaryTap Funding SPE, LLC)

OppFi-LLC, SPE IV, STF Borrower, OppWin, and the other credit parties and guarantors thereto, are parties to the BMO Credit Agreement with BMO as administrative agent and collateral agent, and the lenders party thereto. The BMO Credit Agreement provides for a senior secured reserve-based revolving credit facility with maximum available borrowings for SPE IV and STF Borrower, as borrowers, of $45 million, which may be increased in accordance with the terms thereof, and an accordion feature of $30 million.

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Borrowings under the BMO Credit Agreement are secured by substantially all of the assets of SPE IV and STF Borrower, respectively. Pursuant to receivables purchase agreements, SPE IV and STF Borrower have each agreed to purchase from OppFi-LLC and OppWin, as applicable, (i) finance receivables directly originated by OppFi-LLC and (ii) participation rights in the economic interests of finance receivables originated by OppFi-LLC’s bank partners on our platform. OppFi-LLC and OppWin have certain repurchase obligations with respect to finance receivables or participation rights purchased by SPE IV and STF Borrower if representations and warranties made by OppFi-LLC or OppWin, as applicable, with respect thereto are not accurate when made. Pursuant to a servicing agreement, OppFi-LLC has agreed to service the finance receivables (including SalaryTap receivables) and participation rights, as applicable, purchased by SPE IV and STF Borrower, respectively.

Borrowings under the BMO Credit Agreement bear interest at a floating rate that is the greater of (i) 0.50% and (ii) LIBOR plus 3.85%. Interest is payable monthly in arrears, and any amounts due under the BMO Credit Agreement may be prepaid voluntarily from time to time upon notice to BMO, subject to the borrowing base limitations and other customary conditions and generally without premium or penalty. Borrowings under the BMO Credit Agreement are subject to a borrowing base. The BMO Credit Agreement provides that following the date of a public statement of the cessation of publication of all tenors of LIBOR (subject to an early opt-in election), LIBOR shall be replaced as a benchmark rate in the BMO Credit Agreement with term SOFR (or another alternative rate if term SOFR is not able to be determined), with such adjustments to cause the new benchmark rate to be economically equivalent to LIBOR at the time of the LIBOR cessation.

The BMO Credit Agreement is scheduled to terminate on August 19, 2023, and all outstanding amounts thereunder are due no later than six months following such date.

The BMO Credit Agreement contains certain customary representations and warranties and affirmative and negative covenants, including with respect to dividends and other restricted payments, various financial covenants, including minimum adjusted tangible net worth, liquidity, earnings and maximum senior leverage ratio, and performance metrics related to the finance receivables and participation rights purchased by SPE IV and STF Borrower, respectively, and provides for certain events of default, including, but not limited to, failure to pay any principal, interest or other amounts when due, failure to perform or observe covenants, cross-default on certain other debt obligations and bankruptcy or insolvency events, subject to customary cure periods, as applicable. Amounts owed by OppFi-LLC under the BMO Credit Agreement could be accelerated and become immediately due and payable following the occurrence an event of default, and additional default interest is due in addition to any other amounts owed and payable while such events of default are ongoing.

OppFi-LLC has provided a guaranty of the obligations of SPE IV and STF Borrower, respectively, under the BMO Credit Agreement.

Revolving Credit Agreement with Midtown Madison Management, LLC and Funds of Atalaya Capital Management (Opportunity Funding SPE V, LLC and Opportunity Funding SPE VII, LLC)

OppFi-LLC, SPE V, SPE VII, OppWin, and the other credit parties and guarantors thereto, are parties to the Atalaya Credit Agreement, with Atalaya, and the various funds of Atalaya Capital Management party thereto as lenders. The Atalaya Credit Agreement provides for a senior secured reserve-based revolving credit facility with maximum available borrowings for SPE V and SPE VII, as borrowers, of $75 million, subject to certain requirements to borrow pro rata from the Atalaya Credit Agreement and the Ares SPE VI Credit Agreement (as defined below).

Borrowings under the Atalaya Credit Agreement are secured by substantially all of the assets of SPE V and SPE VII, respectively. Pursuant to receivables purchase agreements, SPE V and SPE VII have each agreed to purchase from OppFi-LLC and OppWin, as applicable, (i) finance receivables directly originated by OppFi-LLC and (ii) participation rights in the economic interests of finance receivables originated by OppFi-LLC’s bank partners on our platform. OppFi-LLC and OppWin have certain repurchase obligations with respect to finance receivables or participation rights purchased by SPE V and SPE VII, respectively, if representations and warranties made by OppFi-LLC or OppWin, as applicable, with respect thereto are not accurate when made. Pursuant to a servicing agreement, OppFi-LLC has agreed to service the finance receivables (including OppFi Card receivables) and participation rights, as applicable, purchased by SPE V and SPE VII, respectively.

Libor Rate Loans (as defined in the Atalaya Credit Agreement) bear interest at a floating rate that is the greater of (i) 2.25% and (ii) one-month LIBOR, plus 7.25%, and Base Rate Loans (as defined in the Atalaya Credit Agreement) bear interest at the Base Rate (as defined in the Atalaya Credit Agreement), plus 7.25%. Interest is payable monthly in arrears, and any amounts due under the Atalaya Credit Agreement may be prepaid voluntarily subsequent to its first anniversary upon notice to Atalaya, subject to the borrowing base limitations and other customary conditions and further subject in certain cases to prepayment premium and minimum utilization penalties. The Atalaya Credit Agreement provides that if LIBOR is no longer available, the administrative agent of the Atalaya Credit Agreement may select a comparable replacement index applied to similarly situated

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borrowers under similar credit facilities in good faith in its sole discretion upon written notice. Borrowings under the Atalaya Credit Agreement are subject to a borrowing base.

The Atalaya Credit Agreement is scheduled to mature on April 15, 2024, and all outstanding amounts thereunder are due on such date.

The Atalaya Credit Agreement contains certain customary representations and warranties and affirmative and negative covenants, including with respect to dividends and other restricted payments, various financial covenants, including minimum adjusted tangible net worth, liquidity, earnings and maximum senior leverage ratio, and performance metrics related to the finance receivables and participation rights purchased by SPE V and SPE VII, respectively, and provides for certain events of default, including, but not limited to, failure to pay any principal, interest or other amounts when due, failure to perform or observe covenants, cross-default on certain other debt obligations and bankruptcy or insolvency events, subject to customary cure periods, as applicable. Amounts owed by OppFi-LLC under the Atalaya Credit Agreement could be accelerated and become immediately due and payable following the occurrence an event of default, and additional default interest is due in addition to any other amounts owed and payable while such events of default are ongoing.

Revolving Credit Agreement with Ares Agent Services, L.P. (Opportunity Funding SPE VI, LLC)

OppFi-LLC, Opportunity Funding SPE VI, LLC, a wholly owned SPV subsidiary of OppFi-LLC (“SPE VI”), OppWin, and the other credit parties and guarantors thereto, are parties to a Revolving Credit Agreement, originally entered into on April 15, 2019 (as amended to date, the “Ares SPE VI Credit Agreement”), with Ares and the lenders party thereto. The Ares SPE VI Credit Agreement provides for a senior secured asset-backed revolving credit facility with maximum available borrowings for SPE VI, as borrower, of $50 million, subject to certain requirements to borrow pro rata from the Ares SPE VI Credit Agreement and the Atalaya Credit Agreement.

Borrowings under the Ares SPE IV Credit Agreement are secured by substantially all of the assets of SPE VI. Pursuant to receivables purchase agreements, SPE VI has agreed to purchase from OppFi-LLC and OppWin, as applicable, (i) finance receivables directly originated by OppFi-LLC and (ii) participation rights in the economic interests of finance receivables originated by OppFi-LLC’s bank partners on our platform. OppFi-LLC and OppWin have certain repurchase obligations with respect to finance receivables or participation rights purchased by SPE VI if representations and warranties made by OppFi-LLC or OppWin, as applicable, with respect thereto are not accurate when made. Pursuant to a servicing agreement, OppFi-LLC has agreed to service the finance receivables and participation rights, as applicable, purchased by SPE VI.

Libor Rate Loans (as defined in the Ares SPE VI Credit Agreement bear interest at a floating rate that is the greater of (i) 2.25% and (ii) one-month LIBOR, plus 7.25%, and Base Rate Loans (as defined in the Ares SPE VI Credit Agreement) bear interest at the Base Rate (as defined in the Ares SPE VI Credit Agreement), plus 7.25%. The Ares SPE VI Credit Agreement provides that if LIBOR is no longer available, a broadly accepted comparable successor rate, including any adjustments thereto, will be applied in lieu of LIBOR in a manner consistent with market practice to maintain the then-current yield. Interest is payable monthly in arrears, and any amounts due under the Ares SPE VI Credit Agreement may be prepaid voluntarily subsequent to its first anniversary upon notice to Ares, subject to the borrowing base limitations and other customary conditions and further subject in certain cases to prepayment premium and minimum utilization penalties. Borrowings under the Ares SPE VI Credit Agreement are subject to a borrowing base.

The Ares SPE VI Credit Agreement is scheduled to terminate on April 15, 2023, and all outstanding amounts thereunder are due on such date.

The Ares SPE VI Credit Agreement contains certain customary representations and warranties and affirmative and negative covenants, including with respect to dividends and other restricted payments, various financial covenants, including minimum adjusted tangible net worth, liquidity, earnings and maximum senior leverage, ratio, and performance metrics related to the finance receivables and participation rights purchased by SPE VI, and provides for certain events of default, including, but not limited to, failure to pay any principal, interest or other amounts when due, failure to perform or observe covenants, cross-default on certain other debt obligations and bankruptcy or insolvency events, subject to customary cure periods, as applicable. Amounts owed by OppFi-LLC under the Ares SPE VI Credit Agreement could be accelerated and become immediately due and payable following the occurrence of an event of default, and additional default interest is due in addition to any other amounts owed and payable while such events of default are ongoing.

LIBOR Transition

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In July 2017, the FCA, which regulates LIBOR, announced its intention to stop compelling banks to submit rates for the calculation of LIBOR after 2021. On December 31, 2021, IBA, the administrator of LIBOR, announced plans to cease publication for all USD LIBOR tenors (except the one- and two-week tenors, which ceased on December 31, 2021) on June 30, 2023. The Federal Reserve Board and the Federal Reserve Bank of New York have identified the SOFR as its preferred alternative to LIBOR in derivatives and other financial contracts. Each of our credit facilities provides for the replacement of LIBOR as discussed above in “Financing Arrangements.” We do not expect the replacement of LIBOR to have any effect on our liquidity or the financial terms of our credit facilities

Off Balance Sheet Arrangements

In Texas and Ohio, OppFi-LLC previously arranged for consumers to obtain finance receivable products from independent third-party lenders as part of the Credit Access Business and Credit Service Organization programs (collectively, the “CSO Program”). For the consumer finance receivable products originated by the third-party lenders under the CSO Program, the lenders were responsible for providing the criteria by which the consumer's application was underwritten and, if approved, determining the amount of the finance receivable. When a consumer executed an agreement with OppFi-LLC under the CSO Program, OppFi-LLC agreed, for a fee payable to OppFi-LLC by the consumer, to provide certain services to the consumer, one of which was to guarantee the consumer's obligation to repay the finance receivable obtained by the consumer from the third-party lender if the consumer failed to do so.

On April 23, 2019, the Company discontinued the CSO Program in Ohio and no new finance receivables were originated through this program after that date. As of December 31, 2021, there were no finance receivables remaining under the CSO Program in Ohio.

On March 19, 2021, the Company discontinued the CSO Program in Texas. As of December 31, 2021, there were no finance receivables remaining under the CSO Program in Texas.

The guarantees represented an obligation to purchase specific finance receivables that are delinquent, secured by a collateral account established in favor of the respective lenders.

As of December 31, 2020, the unpaid principal balance of off-balance sheet active finance receivables which were guaranteed by the Company was $19.7 million. Upon the election of the fair value option for installment loan finance receivables on January 1, 2021, the Company released the reserve for repurchase liabilities as the income rights and related losses were included in the valuation of finance receivables at fair value, which was included in the fair value adjustment to retained earnings. As of December 31, 2020, the Company recorded a reserve for repurchase liabilities of $4.2 million, which represents the liability for estimated losses on finance receivables guaranteed. The Company used a similar methodology for determining the reserve for repurchase liabilities as it does for calculating the allowance for credit losses on finance receivables.

Under the terms of the CSO Program, the Company was required to maintain a restricted cash balance equal to the guaranty, which is determined and settled on a weekly basis. On a daily basis, a receivable and/or payable is recorded to recognize the outstanding settlement balance. As of December 31, 2020, the restricted cash balance held in a federally insured bank account related to the CSO Program was $3.1 million. As of December 31, 2020, there was a payable balance of $0.8 million related to settlement which was included in accrued expenses on the consolidated balance sheets.

Critical Accounting Policies and Estimates

The preparation of consolidated financial statements in accordance with GAAP requires OppFi to make estimates and judgments that affect reported amounts of assets, liabilities, income and expenses and related disclosures. OppFi bases estimates on historical experience and on various other assumptions that are believed to be reasonable under current circumstances, results of which form the basis for making judgments about the carrying value of certain assets and liabilities that are not readily available from other sources. Estimates are evaluated on an ongoing basis. To the extent that there are differences between OppFi’s estimates and actual results, OppFi’s future financial statement presentation, financial condition, results of operations and cash flows will be affected.

Accounting policies, as described in detail in the notes to the Company’s consolidated financial statements, are an integral part of the OppFi’s consolidated financial statements. A thorough understanding of these accounting policies is essential when reviewing OppFi’s reported results of operations and financial position. Management believes that the critical accounting

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policies and estimates listed below require OppFi to make difficult, subjective, or complex judgments about matters that are inherently uncertain.

–Valuation of installment finance receivables accounted for under the fair value option;

–Determination of the allowance for credit losses; and

–Valuation of the public and private warrants

Fair value is the price that could be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. Fair value is determined using different inputs and assumptions based upon the instrument being valued. Where observable market prices from transactions for identical assets or liabilities are not available, we identify market prices for similar assets or liabilities. If observable market prices are unavailable or impracticable to obtain for any such similar assets or liabilities, we look to other modeling techniques, which often incorporate unobservable inputs which are inherently subjective and require significant judgment. Fair value estimates requiring significant judgments are determined using various inputs developed by management with the appropriate skills, understanding and knowledge of the underlying asset or liability to ensure the development of fair value estimates is reasonable. In certain cases, our assessments, with respect to assumptions market participants would make, may be inherently difficult to determine, and the use of different assumptions could result in material changes to these fair value measurements.

Installment Finance Receivables: To derive the fair value, the Company generally utilizes discounted cash flow analyses that factor in estimated losses and prepayments over the estimated duration of the underlying assets. Loss and prepayment assumptions are determined using historical loss data and include appropriate consideration of recent trends and anticipated future performance. Future cash flows are discounted using a rate of return that the Company believes a market participant would require.

The following describes the primary inputs to the discounted cash flow analyses that require significant judgement:

•Discount rate: The discount rate utilized in the discounted cash flow analyses reflects our estimate of the rate of return that a market participant would require when investing in financial instruments with similar risk and return characteristics.

•Servicing cost: The servicing cost percentage that is applied to portfolio’s expected cash flows reflects our estimate of the amount we would incur to service the underlying assets over the assets’ remaining lives. Servicing costs are derived from an internal analysis of our cost structure considering the characteristics of our installment finance receivables and have been benchmarked against observable information on comparable assets in the marketplace.

•Remaining life: Remaining life is the time weighted average of the estimated principal payments divided by the principal balance at the measurement date. The timing of estimated principal payments is impacted by scheduled amortization of loans, charge-offs, and prepayments.

•Default rate: The default rate reflects our estimate of principal payments that will not be repaid over the remaining life of an installment finance receivable. Charge-off expectations are developed using the historical performance of our installment finance receivable portfolio but also incorporate discretionary adjustments based on our expectations of future credit performance.

•Prepayment rate: The prepayment rate is the estimated percentage of principal payments that will occur earlier than contractually required over the remaining life of an installment finance receivable. Prepayments accelerate the timing of principal repayment and reduce interest payments. Prepayment rates in our discounted cash flow models are developed using historical results but may also incorporate discretionary adjustments based on our expectations of future performance.

Warrants: OppFi holds public and private placement warrants that are recorded as a liability on the consolidated balance sheets. These liabilities are subjected to remeasurement at each balance sheet date and are recorded at fair value. We value Public Warrants at market price based on a quoted price in the marketplace. For Private Placement Warrants, Private Units Warrants and Underwriter Warrants, we estimate the fair value using a Monte Carlo simulation model. This model utilizes unobservable inputs, including expected volatility, risk-free interest rate, and expected term. These inputs may be influenced by several factors that can change significantly and are difficult to predict. These estimates are inherently risky and require significant judgment on the part of management.

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Allowance for Credit Losses: Effective, January 1, 2021, OppFi adopted ASU 2016-13, replacing their incurred loss impairment methodology with the current expected credit losses methodology for their SalaryTap and OppFi Card finance receivables. The allowance for credit losses represents management’s best estimate of current expected credit losses over the life of these portfolios. Estimating credit losses requires judgment in determining loan specific attributes impacting the borrower’s ability to repay contractual obligations. The allowance for credit losses is assessed at each balance sheet date and adjustments are recorded in the provision for credit losses on finance receivables. The allowance is currently estimated using market data for determining anticipated credit losses of its SalaryTap and OppFi Card finance receivables until sufficient internal data exists. Management believes its allowance is adequate to absorb the expected life of loan credit losses as of the balance sheet date. Actual losses incurred may differ materially from management’s estimates.

Changes in these estimates, that are likely to occur from period to period, or the use of different estimates that the Company could have reasonably used in the current period, would have a material impact on the Company’s financial position, results of operations or liquidity.