Delaware |
6199 |
85-1648122 | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
Shiven Shah Chief Financial Officer OppFi Inc. 130 E. Randolph Street, Suite 3400 Chicago, Illinois 60601 (312) 212-8079 |
Joshua M. Samek, Esq. Penny J. Minna, Esq. DLA Piper LLP (US) 200 South Biscayne Boulevard, Suite 2500 Miami, Florida (305) 423-8500 |
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
☒ | Smaller reporting company | |||||
Emerging growth company |
| ||||||||
Title of Each Class of Security Being Registered |
Amount Being Registered (1) |
Proposed Maximum Offering Price per Security |
Proposed Maximum Aggregate Offering Price (1) |
Amount of Registration Fee | ||||
Class A common stock, par value $0.0001 per share |
116,304,132 (2) |
$9.33 (3) |
$1,085,117,551.56 |
$118,386.33 | ||||
Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share |
3,451,964 (4) |
— (5) |
— (5) |
— (5) | ||||
Total |
119,756,096 |
$1,085,117,551.56 |
$118,386.33 | |||||
| ||||||||
|
(1) |
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), that become issuable as a result of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration that results in an increase to the number of outstanding shares of the Registrant’s Class A Common Stock, as applicable. |
(2) |
Consists of (i) 100,964,668 shares of Class A Common Stock registered for sale by the selling securityholders named in this registration statement (excluding the shares referred to in the following clauses (ii)-(iv)), (ii) 3,451,964 shares of Class A Common Stock issuable upon exercise of 3,451,964 Private Placement Warrants (as defined below) being registered hereunder, (iii) 11,887,500 shares of Class A Common Stock issuable upon the exercise of 11,887,500 Public Warrants (as defined below). |
(3) |
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act, based upon the average of the high and low prices of the Class A Common Stock on August 4, 2021, as reported on The New York Stock Exchange. |
(4) |
Represents the resale of 3,451,964 Private Placement Warrants being registered hereunder. |
(5) |
In accordance with Rule 457(i), the entire registration fee for the Private Placement Warrants is allocated to the shares of Class A Common Stock underlying such Private Placement Warrants, and no separate fee is payable for the Private Placement Warrants. |
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• | the benefits of the Business Combination; |
• | the future financial performance of the Company following the Business Combination, including any projected financial information; |
• | the liquidity and trading of our securities; |
• | expansion plans and opportunities; |
• | other statements preceded by, followed by or that include the words “may,” “can,” “should,” “will,” “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “hope,” “anticipate,” “believe,” “seek,” “target” or similar expressions; and |
• | other factors detailed under the section entitled “Risk Factors.” |
• | the occurrence of any event, change or other circumstances that could give rise to a claim under the Business Combination Agreement; |
• | the outcome of any legal proceedings that may be instituted following the Business Combination; |
• | the risk that the Business Combination disrupts our current plans and operations; |
• | the inability to maintain the listing of our securities on the NYSE; |
• | our ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, the ability of the Company to grow and manage growth profitably; |
• | the unpredictability of the effects of COVID-19; |
• | changes in applicable laws or regulations; |
• | the inability to profitably expand into new markets; |
• | costs related to the proposed Business Combination; |
• | the possibility that we may be adversely impacted by other economic, business and/or competitive factors; |
• | the impact of stimulus or other government programs; |
• | future interest rates; and |
• | other risks and uncertainties indicated in this registration statement, including those under “Risk Factors” herein, and other filings that have been made or will be made with the SEC. |
Issuer |
OppFi Inc. (f/k/a FG New America Acquisition Corp.) |
Shares of Class A Common Stock offered by us |
15,339,464 shares of Class A Common Stock issuable upon exercise of the Warrants, consisting of (i) 3,451,964 shares of Class A Common Stock issuable upon exercise of 3,451,964 Private Placement Warrants and 11,887,500 shares of Class A Common Stock issuable upon the exercise of 11,887,500 Public Warrants, in each case no earlier than October 2, 2021, which is twelve months from the date of the closing of the offering in which such Warrants were purchased. |
Shares of Class A Common Stock outstanding prior to (i) the exercise of all Warrants and (ii) the exchange of the Retained OppFi Units for 96,500,243 shares of Class A Common Stock and the surrender and cancellation of a corresponding number of shares of Class V Common Stock |
13,464,540 shares of Class A Common Stock |
Shares of Class A Common Stock outstanding assuming (i) cash exercise of all Warrants and (ii) no additional exchange of Retained OppFi Units |
28,804,004 shares of Class A Common Stock |
Shares of Class A Common Stock outstanding assuming (i) cash exercise of all Warrants and (ii) exchange of all OppFi Retained Units, including Earnout Units 125,304,247 shares of Class A Common Stock |
125,304,247 shares of Class A Common Stock |
Use of proceeds |
We will receive up to an aggregate of approximately $179.6 million from the exercise of the Warrants, assuming the exercise in full of all of the Warrants for cash. We expect to use the net proceeds from the exercise of the Warrants for general corporate purposes. See “Use of Proceeds.” |
Exercise Price of Warrants |
$11.50 per share for the Private Placement Unit Warrants, the Underwriter Warrants and the Founder Warrants, and $15 per share for the $15 Exercise Price Warrants, in each case subject to adjustments as described herein. |
Securities offered by the Selling Securityholders (including 96,500,243 shares of Class A Common Stock issuable upon exchange of the Retained OppFi Units (and the surrender and cancellation of a corresponding number of shares of Class V Voting Stock), 4,464,425 outstanding shares of Class A Common Stock held by the Selling Securityholders and 3,451,964 shares of Class A Common Stock that may be issued upon exercise of the Private Placement Warrants |
104,416,632 shares of Class A Common Stock. |
Private Placement Warrants offered by the Selling Securityholders |
3,451,964 |
Terms of the offering |
The Selling Securityholders will determine when and how they will dispose of the shares of Class A Common Stock and Warrants registered under this prospectus for resale. |
Use of proceeds |
We will not receive any proceeds from the sale of shares of Class A Common Stock or Private Placement Warrants by the Selling Securityholders. |
Lock-Up Restrictions |
Certain of our stockholders are subject to certain restrictions on transfer until the termination of applicable lock-up periods. See “Certain Relationships with Selling Securityholders” for further discussion. |
Risk Factors |
Any investment in the securities offered hereby is speculative and involves a high degree of risk. You should carefully consider the information set forth under “Risk Factors” and elsewhere in this prospectus. |
NYSE Stock Market Symbols |
Our Class A Common Stock and Public Warrants are listed on the NYSE under the symbols “OPFI” and “OPFI WS,” respectively. |
• | we are a rapidly growing company with a relatively limited operating history, which may result in increased risks, uncertainties, expenses and difficulties, and makes it difficult to evaluate our future prospects; |
• | our revenue growth rate and financial performance in recent periods may not be indicative of future performance and such growth may slow over time; |
• | the COVID-19 pandemic has harmed our growth rate and could continue to harm our growth rate and our business, financial condition and results of operations, including the credit risk of our customers; |
• | if we fail to effectively manage our growth, our business, financial condition and results of operations could be adversely affected; |
• | we may not be able to maintain or increase our profitability in the future; |
• | we may experience fluctuations in our quarterly operating results; |
• | if we are unable to continue to improve our AI and machine learning-based risk models or if these models contain errors or are otherwise ineffective, our growth prospects, business, financial condition and results of operations could be adversely affected; |
• | loans originated by our bank partner FinWise accounted for approximately 68.1%, 62.6% and 53.2% of the net originations facilitated by our platform during the six months ended June 30, 2021 and the years ended December 31, 2020 and 2019, respectively, and similar percentages of our net revenues. If FinWise were to cease or limit operations with us or if we are unable to attract and onboard new bank partners, our business, financial condition and results of operations could be adversely affected; |
• | our sales and onboarding process of new bank partners could take longer than expected, leading to fluctuations or variability in expected revenues and results of operations; |
• | our business may be adversely affected by economic conditions and other factors that we cannot control; |
• | decreased demand for loans as a result of increased savings or income or government stimulus could result in a loss of revenues or decline in profitability if we are unable to successfully adapt to such changes; |
• | our AI models have not yet been extensively tested during down-cycle economic conditions. If our AI models do not accurately reflect a borrower’s credit risk in such economic conditions, the performance of loans facilitated on our platform may be worse than anticipated; |
• | our business is subject to a wide range of laws and regulations, many of which are evolving, and changes in such laws and regulations, and/or failure or perceived failure to comply with such laws and regulations, could harm our business, financial condition and results of operations; |
• | substantially all of our revenue is derived from a single loan product, and it is thus particularly susceptible to fluctuations in the unsecured personal loan market. We also do not currently offer a broad suite of products that bank partners may find desirable. Although we intend to broaden the suite of products that we offer, our Salary Tap and OppFi Card products were only recently launched. If we are unable to diversify the products that we offer or successfully launch our Salary Tap and OppFi Card products, our business, financial condition and results of operations could be adversely affected; |
• | if we are unable to maintain diverse and robust sources of capital to fund loans originated by us on our platform in certain states or fund our purchase of participation rights in the economic interests of loans originated by our bank partners on our platform, then our growth prospects, business, financial condition and results of operations could be adversely affected; |
• | as a private company, OppFi had not previously endeavored to establish and maintain public-company-quality internal controls over financial reporting. If we fail to establish and maintain proper and effective internal controls over financial reporting, as a public company, our ability to produce accurate and timely financial statements could be impaired, investors may lose confidence in financial reporting and the trading price of our securities may decline; |
• | it may be difficult and costly to protect our intellectual property rights, and we may not be able to ensure their protection; |
• | if loans originated by us or loans originated by our bank partners and facilitated by our platform are found to violate the laws of one or more states, whether at origination or after sale by the originating bank partner, such loans may be unenforceable or otherwise impaired, and we or other program participants may be subject to, among other things, fines, judgments and penalties, and/or our commercial relationships may suffer, each of which would adversely affect our business, financial condition and results of operations; |
• | if loans facilitated through our platform for one or more bank partners are subject to successful challenge that the bank partner was not the “true lender,” such loans may be unenforceable, subject to rescission, or otherwise impaired, we or other program participants may be subject to fines, judgments and penalties, and/or our commercial relationships may suffer, each of which would adversely affect our business, financial condition and results of operations; |
• | litigation, regulatory actions and compliance issues could subject us to significant fines, penalties, judgments, remediation costs and/or requirements resulting in increased expenses; |
• | a minority share position may reduce the influence that our non-affiliate stockholders have on our management; and |
• | other risk factors listed in this “Risk Factors” section. |
• | improve the effectiveness and predictiveness of our AI models; |
• | maintain and increase the volume of loans facilitated by our lending platform; |
• | enter into new and maintain existing bank partnerships; |
• | successfully maintain diverse and robust sources of capital to fund loans originated by us on our platform in certain states or fund our purchase of participation rights in the economic interests of loans originated by our bank partners on our platform; |
• | successfully fund a sufficient quantity of our borrower loan demand with low cost bank funding to help keep interest rates offered to borrowers competitive; |
• | successfully build our brand and protect our reputation from negative publicity; |
• | increase the effectiveness of our marketing strategies, including our direct consumer marketing initiatives; |
• | continue to expand the number of potential borrowers; |
• | successfully adjust our proprietary AI models, products and services in a timely manner in response to changing macroeconomic conditions and fluctuations in the credit market; |
• | comply with and successfully adapt to complex and evolving regulatory environments. |
• | protect against increasingly sophisticated fraudulent borrowing and online theft; |
• | successfully compete with companies that are currently in, or may in the future enter, the business of providing online lending services to financial institutions or consumer financial services to borrowers; |
• | enter into new markets and introduce new products and services; |
• | effectively secure and maintain the confidentiality of the information received, accessed, stored, provided and used across our systems; |
• | successfully obtain and maintain funding and liquidity to support continued growth and general corporate purposes; |
• | attract, integrate and retain qualified employees; and |
• | effectively manage and expand the capabilities of our operations teams, outsourcing relationships and other business operations. |
• | decreased origination volumes on our platform, in part due to government stimulus programs; |
• | the potential for increased losses for new and existing originations caused by applying our current AI models to changing economic conditions, including a rapid rise in U.S. unemployment and the effects of government stimulus programs, which had positive effects on the credit performance of loans facilitated on our platform during the year ended December 31, 2020; and |
1 |
See the section titled “ Management’s Discussion and Analysis of Financial Condition and Results of Operations |
• | restricted sales operations and marketing efforts, and a reduction in the effectiveness of such efforts in some cases. |
• | our ability to improve the effectiveness and predictiveness of our AI models; |
• | our ability to maintain relationships with existing bank partners and our ability to attract new bank partners; |
• | our ability to maintain or increase loan volumes, and improve loan mix and the channels through which the loans, bank partners and loan funding are sourced; |
• | general economic conditions, including economic slowdowns, recessions and tightening of credit markets, including due to the economic impact of the COVID-19 pandemic and any governmental response to the impact of the COVID-19 pandemic; |
2 |
See the section titled “ Management’s Discussion and Analysis of Financial Condition and Results of Operations |
• | improvements to our AI models that negatively impact transaction volume, such as lower approval rates; |
• | the timing and success of new products and services; |
• | the effectiveness of our direct marketing and other marketing channels; |
• | the amount and timing of operating expenses related to maintaining and expanding our business, operations and infrastructure, including acquiring new and maintaining existing bank partners and investors and attracting borrowers to our platform; |
• | our cost of borrowing money and access to loan and participation right funding sources; |
• | the number and extent of loans facilitated on our platform that are subject to loan modifications and/or temporary assistance due to disasters or emergencies; |
• | the number and extent of prepayments of loans facilitated on our platform; |
• | changes in the fair value of assets and liabilities on our balance sheet; |
• | network outages or actual or perceived security breaches; |
• | our involvement in litigation or regulatory enforcement efforts (or the threat thereof) or those that impact our industry generally; |
• | the length of the onboarding process related to acquisitions of new bank partners; |
• | changes in laws and regulations that impact our business; and |
• | changes in the competitive dynamics of our industry, including consolidation among competitors or the development of competitive products by larger well-funded incumbents. |
• | diversion of management time and focus from operating our business to addressing acquisition integration challenges; |
• | utilization of our financial resources for acquisitions or investments that may fail to realize the anticipated benefits; |
• | inability of the acquired technologies, products or businesses to achieve expected levels of revenue, profitability, productivity or other benefits; |
• | coordination of technology, product development and sales and marketing functions and integration of administrative systems; |
• | transition of the acquired company’s borrowers to our systems; |
• | retention of employees from the acquired company; |
• | regulatory risks, including maintaining good standing with existing regulatory bodies or receiving any necessary approvals, as well as being subject to new regulators with oversight over an acquired business; |
• | attracting financing; |
• | cultural challenges associated with integrating employees from the acquired company into our organization; |
• | the need to implement or improve controls, procedures and policies at a business that prior to the acquisition may have lacked effective controls, procedures and policies; |
• | potential write-offs of loans or intangibles or other assets acquired in such transactions that may have an adverse effect on our results of operations in a given period; |
• | liability for activities of the acquired company before the acquisition, including patent and trademark infringement claims, violations of laws, commercial disputes, tax liabilities and other known and unknown liabilities; |
• | assumption of contractual obligations that contain terms that are not beneficial to us, require us to license or waive intellectual property or increase our risk for liability; and |
• | litigation, regulatory criticisms, customer claims or other liabilities in connection with the acquired company. |
• | state lending laws and regulations that require certain parties to hold licenses or other government approvals or filings in connection with specified activities, and impose requirements related to loan disclosures and terms, fees and interest rates, credit discrimination, credit reporting, servicemember relief, debt collection, repossession, unfair or deceptive business practices and consumer protection, as well as other state laws relating to privacy, information security, conduct in connection with data breaches and money transmission; |
• | the Truth-in-Lending Act |
• | transactions, require creditors to comply with certain lending practice restrictions, limit the ability of a creditor to impose certain loan terms and impose disclosure requirements in connection with credit card origination; |
• | the Equal Credit Opportunity Act and Regulation B promulgated thereunder, and similar state fair lending laws, which prohibit creditors from discouraging or discriminating against credit applicants on the basis of race, color, sex, age, religion, national origin, marital status, the fact that all or part of the applicant’s income derives from any public assistance program or the fact that the applicant has in good faith exercised any right under the federal Consumer Credit Protection Act; |
• | the Fair Credit Reporting Act and Regulation V promulgated thereunder, imposes certain obligations on users of consumer reports and those that furnish information to consumer reporting agencies, including obligations relating to obtaining consumer reports, using consumer reports, taking adverse action on the basis of information from consumer reports, addressing risks of identity theft and fraud and protecting the privacy and security of consumer reports and consumer report information; |
• | Section 5 of the Federal Trade Commission Act, which prohibits unfair and deceptive acts or practices in or affecting commerce, and Section 1031 of the Dodd-Frank Act, which prohibits unfair, deceptive or abusive acts or practices in connection with any consumer financial product or service, and analogous state laws prohibiting unfair, deceptive or abusive acts or practices; |
• | the Credit Practices Rule which prohibits lenders from using certain contract provisions that the Federal Trade Commission has found to be unfair to consumers, requires lenders to advise consumers who co-sign obligations about their potential liability if the primary obligor fails to pay and prohibits certain late charges; |
• | the Fair Debt Collection Practices Act and similar state debt collection laws, which provide guidelines and limitations on the conduct of third-party debt collectors (and some limitation on creditors collecting their own debts) in connection with the collection of consumer debts; |
• | the Gramm-Leach-Bliley Act and Regulation P promulgated thereunder, which includes limitations on financial institutions’ disclosure of nonpublic personal information about a consumer to nonaffiliated third parties, in certain circumstances requires financial institutions to limit the use and further disclosure of nonpublic personal information by nonaffiliated third parties to whom they disclose such information and requires financial institutions to disclose certain privacy notices and practices with respect to information sharing with affiliated and unaffiliated entities as well as to safeguard personal borrower information, and other privacy laws and regulations; |
• | the Bankruptcy Code, which limits the extent to which creditors may seek to enforce debts against parties who have filed for bankruptcy protection; |
• | the Servicemembers Civil Relief Act, which allows military members to suspend or postpone certain civil obligations, requires creditors to reduce the interest rate to 6% on loans to military members under certain circumstances, and imposes restrictions on enforcement of loans to servicemembers, so that the military member can devote his or her full attention to military duties; |
• | the Military Lending Act, which requires those who lend to “covered borrowers”, including members of the military and their dependents, to only offer Military APRs (a specific measure of all-in-cost-of-credit) under |
• | the Electronic Fund Transfer Act and Regulation E promulgated thereunder, which provide guidelines and restrictions on the electronic transfer of funds from consumers’ bank accounts, including a prohibition on a creditor requiring a consumer to repay a credit agreement in preauthorized (recurring) |
• | electronic fund transfers and disclosure and authorization requirements in connection with such transfers; |
• | the Telephone Consumer Protection Act and the regulations promulgated thereunder, which impose various consumer consent requirements and other restrictions in connection with telemarketing activity and other communication with consumers by phone, fax or text message, and which provide guidelines designed to safeguard consumer privacy in connection with such communications; |
• | the federal Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 and the Telemarketing Sales Rule and analogous state laws, which impose various restrictions on marketing conducted use of email, telephone, fax or text message; |
• | the Electronic Signatures in Global and National Commerce Act and similar state laws, particularly the Uniform Electronic Transactions Act, which authorize the creation of legally binding and enforceable agreements utilizing electronic records and signatures and which require creditors and loan servicers to obtain a consumer’s consent to electronically receive disclosures required under federal and state laws and regulations; |
• | the Right to Financial Privacy Act and similar state laws enacted to provide the financial records of financial institution customers a reasonable amount of privacy from government scrutiny; |
• | the Bank Secrecy Act and the USA PATRIOT Act, which relate to compliance with anti-money laundering, borrower due diligence, transaction monitoring and reporting and record-keeping policies and procedures; |
• | the Executive Orders and regulations promulgated by the Office of Foreign Assets Control under the U.S. Treasury Department related to the administration and enforcement of sanctions against foreign jurisdictions and persons that threaten U.S. foreign policy and national security goals, primarily to prevent targeted jurisdictions and persons from accessing the U.S. financial system; |
• | federal and state securities laws, including, among others, the Securities Act of 1933, as amended, or the Securities Act, the Exchange Act, the Investment Advisers Act of 1940, as amended, or the Investment Advisers Act of 1940 (referred to as the IAA) and the Investment Company Act of 1940, as amended, or the Investment Company Act, rules and regulations adopted under those laws, and similar state laws and regulations, which govern how we offer, sell and transact in our loan financing products; and |
• | other state-specific and local laws and regulations. |
• | a limited availability of market quotations for our securities; |
• | reduced liquidity for our securities; |
• | a determination that our Class A Common Stock is a “penny stock,” which will require brokers trading in our Class A Common Stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities; |
• | a limited amount of news and analyst coverage; and |
• | decreased ability to issue additional securities or obtain additional financing in the future. |
• | changes in the valuation of our deferred tax assets and liabilities; |
• | expected timing and amount of the release of any tax valuation allowances; |
• | tax effects of stock-based compensation; |
• | costs related to intercompany restructurings; |
• | changes in tax laws, regulations or interpretations thereof; and |
• | lower than anticipated future earnings in jurisdictions where we have lower statutory tax rates and higher than anticipated future earnings in jurisdictions where we have higher statutory tax rates. |
• | actual or anticipated fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to us; |
• | changes in the market’s expectations about our operating results; |
• | the public’s reaction to our press releases, our other public announcements and our filings with the SEC; |
• | speculation in the press or investment community; |
• | success of competitors; |
• | our operating results failing to meet the expectation of securities analysts or investors in a particular period; |
• | changes in financial estimates and recommendations by securities analysts concerning the post-combination company or the market in general; |
• | operating and stock price performance of other companies that investors deem comparable to the post-combination company; |
• | our ability to market new and enhanced products on a timely basis; |
• | changes in laws and regulations affecting our business; |
• | commencement of, or involvement in, litigation involving the post-combination company; |
• | changes in the post-combination company’s capital structure, such as future issuances of securities or the incurrence of additional debt; |
• | the volume of shares of our Class A Common Stock available for public sale; |
• | any major change in our Board or management; |
• | sales of substantial amounts of Class A Common Stock by our directors, officers or significant stockholders or the perception that such sales could occur; and |
• | general economic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations and acts of war or terrorism. |
• | profitability of our products, especially in new markets and due to seasonal fluctuations; |
• | changes in interest rates; |
• | impairment of assets; |
• | macroeconomic conditions, both nationally and locally; |
• | negative publicity relating to our products; |
• | changes in consumer preferences and competitive conditions; and |
• | expansion to new markets. |
• | a majority of our board of directors consist of “independent directors” as defined under NYSE rules; |
• | the requirement that we have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; |
• | we have a nominating and corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities, or otherwise have director nominees selected by vote of a majority of the independent directors; and |
• | the requirement for an annual performance evaluation of the nominating and corporate governance and compensation committees. |
(i) | The OFS will retain the largest and controlling voting interest in post-combination company. |
(ii) | OppFi’s former management will represent the management of the post-combination company. |
(iii) | The Members retain the ability to elect the majority of the members of the post-combination company’s board of directors. |
(iv) | OppFi is larger as compared to FGNA based on assets, revenues or earnings. |
Pro forma |
||||||||||||||||||||
Transaction |
||||||||||||||||||||
OppFi |
Accounting |
Proforma |
||||||||||||||||||
FGNA (Historical) |
(Historical) |
Adjustments |
Combined |
|||||||||||||||||
ASSETS |
||||||||||||||||||||
Cash and cash equivalents |
$ | 310 | $ | 55,253 | $ | 91,646 | A |
$ | 25,751 | |||||||||||
(29,812 | ) | C |
||||||||||||||||||
(91,646 | ) | D |
||||||||||||||||||
Restricted Cash |
— | 65,526 | — | 65,526 | ||||||||||||||||
Finance Receivable |
— | 296,514 | — | 296,514 | ||||||||||||||||
Prepaid expenses |
118 | — | 118 | |||||||||||||||||
Debt issuance costs |
— | 1,786 | — | 1,786 | ||||||||||||||||
Other assets |
— | 5,598 | — | 5,598 | ||||||||||||||||
Marketable securities held in trust account |
243,381 | — | (243,381 | ) | A |
— | ||||||||||||||
Property, equipment and software, net |
— | 12,558 | — | 12,558 | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Total Assets |
$ |
243,809 |
$ |
437,235 |
$ |
(273,193 |
) |
$ |
407,851 |
|||||||||||
|
|
|
|
|
|
|
|
Pro forma |
||||||||||||||||||
Transaction |
||||||||||||||||||
OppFi |
Accounting |
Proforma |
||||||||||||||||
FGNA (Historical) |
(Historical) |
Adjustments |
Combined |
|||||||||||||||
LIABILITIES |
||||||||||||||||||
Accounts payable |
$ | 1,540 | $ | 627 | $ | (1,511 | ) | C |
$ | 656 | ||||||||
Accrued Expenses |
— | 28,622 | (4,629 | ) | J |
23,993 | ||||||||||||
Secured borrowing payable |
— | 17,649 | — | 17,649 | ||||||||||||||
Senior Debt, Net |
— | 206,644 | — | 206,644 | ||||||||||||||
Warrant Liabilities |
39,441 | — | (5,180 | ) | N |
34,261 | ||||||||||||
Other debt |
— | 6,354 | — | 6,354 | ||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Total liabilities |
40,981 | 259,896 | (11,320 | ) | 289,557 | |||||||||||||
Class A common stock subject to possible redemption, 21,215,577 shares at redemption value |
197,827 | — | (197,827 | ) | B |
— | ||||||||||||
Stockholders’ Equity: |
||||||||||||||||||
Common Stock |
2 | — | 2 | B |
13 | |||||||||||||
6 | F |
|||||||||||||||||
3 | M |
|||||||||||||||||
Preferred units |
— | 6,660 | (6,660 | ) | F |
— | ||||||||||||
Additional paid-in capital |
32,385 | 581 | (151,735 | ) | A |
58,703 | ||||||||||||
197,825 | B |
|||||||||||||||||
(29,812 | ) | C |
||||||||||||||||
(27,386 | ) | E |
||||||||||||||||
4,629 | J |
|||||||||||||||||
6,654 | F |
|||||||||||||||||
(104,332 | ) | K |
||||||||||||||||
1,511 | C |
|||||||||||||||||
123,203 | M |
|||||||||||||||||
5,180 | N |
|||||||||||||||||
Accumulated (deficit) earnings |
(27,386 | ) | 170,098 | (91,646 | ) | D |
(44,754 | ) | ||||||||||
27,386 | E |
|||||||||||||||||
(123,206 | ) | M |
||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Total stockholders’ equity |
5,001 | 177,339 | (168,379 | ) | 13,961 | |||||||||||||
Noncontrolling interests |
104,332 | K |
104,332 | |||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Total equity |
5,001 | 177,339 | (64,046 | ) | 118,293 | |||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Total Liabilities, Stockholder’s Equity and Noncontrolling interests |
$ |
243,809 |
$ |
437,235 |
$ |
(273,193 |
) |
$ |
407,851 |
|||||||||
|
|
|
|
|
|
|
|
Six Months |
||||||||||||||||||
Ended June 30, |
Six Months Ended |
Six Months Ended |
||||||||||||||||
2021 |
June 30, 2021 |
June 30, 2021 |
||||||||||||||||
Pro forma |
||||||||||||||||||
Transaction |
||||||||||||||||||
FGNA |
OppFi |
Accounting |
Pro Forma |
|||||||||||||||
(Historical) |
(Historical) |
Adjustments |
Combined |
|||||||||||||||
Interest and loan related income, net |
$ | — | $ | 162,133 | $ | — | $ | 162,133 | ||||||||||
Other income |
— | 500 | — | 500 | ||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Total revenue |
— | 162,633 | — | 162,633 | ||||||||||||||
Provision for credit losses on finance receivables |
— | (38 | ) | — | (38 | ) | ||||||||||||
Change in fair value of finance receivables |
— | (33,695 | ) | — | (33,695 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Net Revenue |
— |
128,900 |
— |
128,900 |
||||||||||||||
Expenses : |
||||||||||||||||||
Salaries and employee benefits |
— | 28,966 | — | 28,966 | ||||||||||||||
Interest expense and amortized debt issuance costs |
— | 18,922 | — | 18,922 | ||||||||||||||
Interest expense - related party |
— | 10,856 | — | 10,856 | ||||||||||||||
Direct marketing costs |
— | 137 | 137 | |||||||||||||||
Technology costs |
— | 5,880 | 5,880 | |||||||||||||||
Depreciation and amortization |
— | 4,577 | — | 4,577 | ||||||||||||||
Professional fees |
— | 4,569 | 4,569 | |||||||||||||||
Payment Processing Fees |
— | 3,312 | 3,312 | |||||||||||||||
Occupancy |
— | 1,759 | — | 1,759 | ||||||||||||||
Management Fees - related party |
— | 350 | — | 350 | ||||||||||||||
General, administrative and other |
2,355 | 7,201 | (2,355 | ) | G |
7,201 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Total Expenses |
2,355 |
86,528 |
(2,355 |
) |
86,528 |
|||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
(Loss) / Income from Operations |
(2,355 | ) | 42,371 | 2,355 | 42,371 | |||||||||||||
Change in fair value of warrant liabilities |
(17,005 | ) | — | 3,155 | O |
(13,850 | ) | |||||||||||
Investment income on trust account |
12 | — | (12 | ) | H |
— | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Net (loss)/income before taxes |
(19,348 | ) | 42,371 | 5,498 | 28,521 | |||||||||||||
Provision for income taxes |
— | — | 842 | I |
842 | |||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Net (loss)/income |
$ | (19,348 | ) | $ | 42,371 | $ | 4,656 | $ | 27,679 | |||||||||
Net (loss)/income attributable to noncontrolling interest |
24,412 | L |
24,412 | |||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Net (loss)/income attributable to common stockholders |
$ |
(19,348 |
) |
$ |
42,371 |
$ |
(19,756 |
) |
$ |
3,267 |
||||||||
|
|
|
|
|
|
|
|
|||||||||||
Basic weighted average shares outstanding |
12,977,690 | |||||||||||||||||
Fully diluted weighted average shares outstanding |
12,977,690 | |||||||||||||||||
Basic net income per share |
$ | 0.25 | ||||||||||||||||
Fully diluted net income per share |
$ | 0.25 |
For the Period |
||||||||||||||||||
from June 24, |
||||||||||||||||||
2020 (Inception) |
Year Ended |
Year Ended |
||||||||||||||||
to December 31, |
December 31, |
December 31, |
||||||||||||||||
2020 |
2020 |
2020 |
||||||||||||||||
Transaction |
||||||||||||||||||
Accounting |
Pro Forma |
|||||||||||||||||
Adjustments |
Combined |
|||||||||||||||||
FGNA |
OppFi |
Assuming No |
Assuming No |
|||||||||||||||
(Historical) |
(Historical) |
Redemptions |
Redemptions |
|||||||||||||||
Interest and loan related income, net |
$ | — | $ | 290,225 | $ | — | $ | 290,225 | ||||||||||
Other income |
— | 789 | — | 789 | ||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Total revenue |
— | 291,014 | — | 291,014 | ||||||||||||||
Total provision |
— | 90,787 | — | 90,787 | ||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Net Revenue |
— |
200,227 |
— |
200,227 |
||||||||||||||
Expenses: |
||||||||||||||||||
Salaries and employee benefits |
— | 44,196 | — | 44,196 | ||||||||||||||
Interest expense and amortized debt issuance costs |
— | 20,667 | — | 20,667 | ||||||||||||||
Interest expense - related party |
— | 562 | — | 562 | ||||||||||||||
Direct marketing costs |
— | 18,643 | 18,643 | |||||||||||||||
Technology costs |
— | 7,623 | 7,623 | |||||||||||||||
Depreciation and amortization |
— | 6,732 | — | 6,732 | ||||||||||||||
Professional fees |
— | 6,569 | 6,569 | |||||||||||||||
Payment Processing Fees |
— | 4,123 | 4,123 | |||||||||||||||
Occupancy |
— | 3,091 | — | 3,091 | ||||||||||||||
Management Fees - related party |
— | 700 | — | 700 | ||||||||||||||
Formation Costs |
1 | — | (1 | ) | G |
— | ||||||||||||
General, administrative and other |
190 | 9,805 | (190 | ) | G |
9,805 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Total Expenses |
191 |
122,711 |
(191 |
) |
122,711 |
|||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
(Loss) / Income from Operations |
(191 | ) | 77,516 | 191 | 77,516 | |||||||||||||
Change in fair value of warrant liabilities |
(7,853 | ) | — | 2,025 | O |
(5,828 | ) | |||||||||||
Investment income on trust account |
6 | — | (6 | ) | H |
— | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Net (loss)/income before taxes |
(8,038 | ) | 77,516 | 2,210 | 71,688 | |||||||||||||
Provision for income taxes |
— | — | 2,115 | I |
2,115 | |||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Net (loss)/income |
$ | (8,038 | ) | $ | 77,516 | $ | 95 | $ | 69,573 | |||||||||
Net (loss)/income attributable to noncontrolling interest |
$ | 61,362 | L |
$ | 61,362 | |||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Net (loss)/income attributable to common stockholders |
$ |
(8,038 |
) |
$ |
77,516 |
$ |
(61,267 |
) |
$ |
8,211 |
||||||||
|
|
|
|
|
|
|
|
|||||||||||
Basic weighted average shares outstanding - excluding Class V voting stock pertaining to Earnout Units |
12,977,690 | |||||||||||||||||
Fully diluted weighted average shares outstanding - excluding Class V voting stock pertaining to Earnout Units |
12,977,690 | |||||||||||||||||
Basic net income per share - excluding Class V voting stock pertaining to Earnout Units |
$ | 0.63 | ||||||||||||||||
Fully diluted net income per share - excluding Class V voting stock pertaining to Earnout Units |
$ | 0.63 |
A. | Represents the reclassification of cash and investments held in the trust account that became available at the Closing. |
B. | Represents the reclassification of Class A Common Stock subject to possible redemption to permanent equity. |
C. | Represents the pro forma transaction accounting adjustments for transaction costs incurred in aggregate by FGNA and OppFi of approximately $8.6 million and $21.2 million, respectively, for legal, financial advisory, insurance and other professional fees as part of the Business Combination, including approximately $1.5 million in costs previously recognized as expense. |
D. | Represents the pro forma transaction accounting adjustments for Cash Consideration to be paid to the Members in exchange for the OppFi Units, as defined herein. |
E. | Represents the pro forma transaction accounting adjustments for the elimination of FGNA’s historical accumulated deficit at reverse acquisition. |
F. | Represents the pro forma transaction accounting adjustments to eliminate the OppFi Preferred Units as a result of the Recapitalization (as defined in the Business Combination Agreement), pursuant to which all classes of equity held by the Members were converted or exchanged (whether by direct exchange, merger or otherwise) into a number of OppFi Units in the amounts determined in accordance with the OppFi A&R LLCA, the result of which was that the Members collectively held a single class of equity interests in OppFi as of immediately prior to the Closing. |
J. | Represents the pro forma transaction accounting adjustments for the cashless exercise of the outstanding warrant to purchase 511,459 OppFi Preferred Units at June 30, 2021, which warrant provided for automatic cashless exercise immediately prior to, and conditioned upon, the Closing. |
K. | Represents the proforma transaction accounting adjustment for the noncontrolling interest of the Retained OppFi Unit holders, which is calculated as combined pro forma total equity of $118.3 million multiplied by 88.2% representing the percentage of outstanding OppFi Units retained by the Members. |
M. | Represents the proforma transaction accounting adjustment for the issuance of 25,500,000 shares of Class V Voting Stock at fair value issued to OFS in connection with the Closing which are subject to certain restrictions and potential forfeiture pending the achievement (if any) of certain earnout targets pursuant to the terms of the Business Combination Agreement. |
N. | Represents the proforma transaction accounting adjustment related to 2,200,000 warrants forfeited upon the close of the transaction. |
G. | Represents pro forma transaction accounting adjustment to eliminate historical expenses incurred by FGNA, which will not be recurring after the completion of the Business Combination. |
H. | Represents pro forma transaction accounting adjustment to eliminate interest income earned on FGNA’s trust account, which will not be recurring after the completion of the Business Combination. |
L. | Represents pro forma income tax provision at a rate of 25% reflecting the U.S. federal statutory rate of 21% and a blended statutory rate for state income taxes, net of federal benefit, of 4%, based on applicable law in effect on December 31, 2020, and June 30, 2021, and applied to pre-tax income after deducting the approximately 88.2% of pass-through income to the Members. Represents pro forma transaction accounting adjustment to reflect net income attributable to the retained OppFi Unit holders as a noncontrolling interest. |
O. | Represents the proforma transaction accounting adjustment to the change in fair value resulting from the forfeiture of 2,200,000 in warrants at the close of the transaction. |
Six months |
||||
ended June 30, 2021 |
||||
Pro forma net income available to common shareholders, basic |
$ | 3,267 | ||
Weighted average common shares outstanding, basic |
12,977,690 | |||
Weighted average common shares outstanding, diluted |
12,977,690 | |||
Net income per share, basic |
$ | 0.25 | ||
Net income per share, diluted |
$ | 0.25 | ||
Weighted average common shares calculation: |
||||
Total outstanding shares pre business combination |
30,300,125 | |||
Total pro forma common shares to be issued pursuant to the Business Combination Agreement |
96,987,093 | |||
Share redemptions and forfeitures |
(17,322,435 | ) | ||
Noncontrolling interests |
(96,987,093 | ) | ||
|
|
|||
Weighted average common shares outstanding, basic |
12,977,690 | |||
|
|
|||
Weighted average common shares outstanding, diluted |
12,977,690 | |||
|
|
Twelve months |
||||
ended December 31, 2020 |
||||
Pro forma net income available to common shareholders, basic |
$ | 8,211 | ||
Weighted average common shares outstanding, basic |
12,977,690 | |||
Weighted average common shares outstanding, diluted |
12,977,690 | |||
Net income per share, basic |
$ | 0.63 | ||
Net income per share, diluted |
$ | 0.63 | ||
Weighted average common shares calculation: |
||||
Total outstanding shares pre business combination |
30,300,125 | |||
Total pro forma common shares to be issued pursuant to the Business Combination Agreement |
96,987,093 | |||
Share redemptions and forfeitures |
(17,322,435 | ) | ||
Noncontrolling interests |
(96,987,093 | ) | ||
|
|
|||
Weighted average common shares outstanding, basic |
12,977,690 | |||
|
|
|||
Weighted average common shares outstanding, diluted |
12,977,690 | |||
|
|
OppFi |
FGNA |
Pro Forma Combined |
||||||||||
(in thousands, except share and per share data) | ||||||||||||
Six Months Ended June 30, 2021 |
||||||||||||
Net income (loss) attributable to common stockholders |
$ | 42,371 | $ | (19,348 | ) | $ | 3,267 | |||||
Stockholders’ Equity |
$ |
177,339 |
$ | 5,001 | $ | 13,861 | ||||||
Weighted average shares outstanding, basic |
53,273 | 10,974,550 | 12,977,690 | |||||||||
Weighted average shares outstanding, diluted |
53,501 | 10,974,550 | 12,977,690 | |||||||||
Basic net income (loss) per share |
$ | 0.80 | $ | (1.76 | ) | $ | 0.25 | |||||
Diluted net income (loss) per share |
$ | 0.79 | $ | (1.76 | ) | $ | 0.25 | |||||
Stockholders’ equity per share (4) |
$ | 3.33 | $ | 0.71 | $ | 1.08 |
OppFi |
FGNA |
Pro Forma Combined |
||||||||||
(in thousands, except share and per share data) | ||||||||||||
Year Ended December 31, 2020 |
||||||||||||
Net income (loss) attributable to common stockholders |
$ | 77,516 | $ | (8,038 | ) | $ | 8,211 | |||||
Stockholders’ Equity |
$ | 99,332 | $ | 5,001 | $ | 5,856 | ||||||
Weighted average shares outstanding, basic |
52,125 | 7,016,091 | 12,977,690 | |||||||||
Weighted average shares outstanding, diluted |
52,339 | 7,016,091 | 12,977,690 | |||||||||
Basic net income (loss) per share |
$ | 1.49 | $ | (1.15 | ) | $ | 0.63 | |||||
Diluted net income (loss) per share |
$ | 1.48 | $ | (1.15 | ) | $ | 0.63 | |||||
Stockholders’ equity per share (4) |
$ | 1.91 | $ | 0.55 | $ | 0.45 |
(1) | Excludes an aggregate of 10,107,945 weighted average shares subject to possible redemption at December 31, 2020 and 19,325,575 weighted average shares subject to redemption at June 30, 2021. |
(2) | In the periods when net loss is incurred, no impact of dilutive securities is included in the calculation of weighted average number of common shares outstanding. |
(3) | Excludes the effect of 21,215,577 shares of Class A Common Stock classified as held for redemption as of December 31, 2020 and 19,325,575 shares of Class A common stock classified as held for redemption as of June 30, 2021. |
(4) | Based on weighted average shares outstanding, basic. |
• | Brevoort, Kenneth P. Grimm, Philipp and Kambara, Michelle, “Data Point: Credit Invisibles,” Consumer Financial Protection Bureau, accessed July 15, 2016, http://files.consumerfinance.gov/f/201505_cfpb_data-point-credit-invisibles.pdf. |
• | Chen, Lisa, and Gregory Elliehausen (2020). “The Cost Structure of Consumer Finance Companies and Its Implications for Interest Rates: Evidence from the Federal Reserve Board’s 2015 Survey of Finance Companies,” FEDS Notes. Washington: Board of Governors of the Federal Reserve System, August 03, 2020, https://doi.org/10.17016/2380-7172.2610. |
• | Elkins, Kathleen. “Here’s how much money Americans have in their savings accounts.” CNBC.com, Sept 13, 2017. |
• | Farrell, Diana, Greig, Fiona, Chenxi, Yu, “Weathering Volatility 2.0: A Monthly Stress Test to Guide Savings,” J.P. Morgan Chase & Co. Institute, October 2019, accessed March 12, 2021, https://www.jpmorganchase.com/content/ dam/jpmc/jpmorgan-chase-and-co/institute/pdf/institute-volatility-cash-buffer-executive-summary.pdf. |
• | Friedman, Zack. “78% Of Workers Live Paycheck To Paycheck.” Forbes.com, January 11, 2019. |
• | Graham, Karen and Golden, Elaine (2019). “Financially Underserved Market Size Study 2019,” https://s3.amazonaws.com/cfsi-innovation-files-2018/wp-content/uploads/2020/01/31170215/2019-Market-Size-Report.pdf. |
• | Hard, Kausar. et. al. “UNEQUAL ACCESS TO CREDIT: The Hidden Impact of Credit Constraints.” NewYorkFed.org, 2019. |
3 |
Based on a 59% APR installment loan from OppFi compared to >300% APR of payday and title loans. |
4 |
OppFi has conducted a retroactive analysis of loss rates by risk segment against a Vantage 4.0 credit score model and was able to conclude the internal model had better risk adjusted losses over a twelve-month period. In fact, OppFi’s internal model recommended the approval of 29% additional loans at the same default rate. See the section titled “— Proprietary, data driven decisioning and risk models |
5 |
Represents Net Income as reported in audited financial statements, as the Company does not have tax liability under current LLC pass-through structure. |
6 |
Brevoort, Kenneth P. Grimm, Philipp and Kambara, Michelle, “Data Point: Credit Invisibles,” Consumer Financial Protection Bureau, accessed July 15, 2016, http://files.consumerfinance.gov/f/201505_cfpb_data-point-credit-invisibles.pdf. |
7 |
Elkins, Kathleen. “Here’s how much money Americans have in their savings accounts.” CNBC.com, Sept 13, 2017. |
8 |
Friedman, Zack. “78% Of Workers Live Paycheck To Paycheck.” Forbes.com, January 11, 2019. |
9 |
Farrell, Diana, Greig, Fiona, Chenxi, Yu, “Weathering Volatility 2.0: A Monthly Stress Test to Guide Savings,” J.P. Morgan Chase & Co. Institute, October 2019, accessed March 12, 2021, https://www.jpmorganchase.com/content/dam/jpmc/jpmorgan-chase-and-co/institute/pdf/institute-volatility-cash-buffer-executive-summary.pdf. |
10 |
Lisa Chen and Gregory Elliehausen (2020). “The Cost Structure of Consumer Finance Companies and Its Implications for Interest Rates: Evidence from the Federal Reserve Board’s 2015 Survey of Finance Companies,” FEDS Notes. Washington: Board of Governors of the Federal Reserve System, August 03, 2020, https://doi.org/10.17016/2380-7172.2610. |
• | Simple nstallment loans |
• | Easy, digital application and rapid approval approximately 5-minute application process submitted through OppFi’s fully digital platform, consumers can receive quick credit decisions. In fact, approximately 75% of all credit decisions are automated. |
• | Tech-driven decisioning |
11 |
Graham, Karen and Golden, Elaine (2019). “Financially Underserved Market Size Study 2019,” https://s3.amazonaws.com/cfsi-innovation-files-2018/wp-content/uploads/2020/01/31170215/2019-Market-Size-Report.pdf. |
• | Hybrid funding model utilizes AI-enabled, bank-approved, proprietary algorithms. This process ensures maximum value and benefit is realized by all parties. Approximately 90% of the time, no offers of lower credit are returned. |
• | Loan flexibility |
• | Product pipeline |
• | Unit economic model |
• | Customer Advocates and Collections Arrangements. providing easy-to-understand information Non-Solicited Pornography and Marketing, or CAN-SPAM, Act. The Customer Advocate team works with delinquent customers to quickly re-establish a positive payment history by providing flexible pathways out of delinquency for customers who are willing to pay. Proactive outreach via email and text messages encourages delinquent customers to visit OppFi’s online portal or to call the Customer Advocate team. These inbound calls are prioritized and routed to the appropriate team member based on delinquency status and customer request. When capacity exists, OppFi also outbound dials delinquent customers. The dialing strategy and pace prioritizes customers who are most likely to cure while also maximizing Customer Advocate efficiency to ensure high service levels for inbound calls. Once a customer is written off, OppFi continues to contact the customer via email, SMS, and outbound dialing to resolve their account. Customers can still pay off their balance in full directly with OppFi by working with our Customer Advocates to create customized payment arrangements. Written off customers who are unable or unwilling to pay off their balance in full are offered targeted settlements based on stage of delinquency and outstanding balance amounts. There are a variety of programs in place in order to prevent customers from entering delinquency at all, including: |
• | no prepayment penalties; |
• | borrower’s assistance program allowing customers to remain in good standing regardless of payment status and reduce accrued interest if they are affected by natural and/or manmade disasters, pandemics (including COVID-19), or other acts of god; |
• | temporary and permanent hardship programs for customers experiencing longer-term inability to pay, such as job loss; and |
• | partnerships with like-minded organizations to offer customers additional resources that build and support overall financial |
• | Marketing platform on non-direct mail marketing channels, such as Search Engine Optimization (“SEO”), email remarketing, customer referrals, and strategic partnerships, has reduced OppFi’s cost per funded loan by approximately 42% since 2017. Over 50 marketing partners help drive reliably efficient customer acquisition. |
• | Scalable technology stack |
• | Customer success |
• | Employee satisfaction . |
• | Everyday consumers face credit challenges with inadequate savings. 13 Using an illustrative $1,500 installment principal loan balance, OppFi estimates that there are approximately $27 billion of potential annual loan originations based on 30% on OppFi’s target credit population of U.S. adults. This represents less than 1% current penetration and immense opportunity for growth. |
• | Strong tailwinds in post-COVID-19 environment. to COVID-19, OppFi expects growth in its traditional installment business, especially given tailwinds associated with the resumption of normal course domestic economic activity. The typical OppFi customer borrows to finance a car repair or an unexpected healthcare deductible expense; these demand drivers, partially slowed by COVID-19-related effects, |
• | Salary Tap product |
• | OppFi credit card. |
12 |
Based on U.S. Census Bureau estimates and Hard, Kausar. et. al. “UNEQUAL ACCESS TO CREDIT: The Hidden Impact of Credit Constraints.” NewYorkFed.org, 2019. Assumes $1,500 installment principal. |
13 |
Elkins, Kathleen, “Here’s how much money Americans have in their savings accounts,” CNBC.com, Sept 13, 2017 |
• | Near prime lending |
• | Adjacent financial products |
• | Constantly improving AI models; |
• | Compelling loan offers from bank partners to consumers that improve regularly; |
• | Automated and user-friendly loan application process; |
• | Consistent and predictable loan performance; |
• | Cloud-native, multi-tenant architecture; |
• | Combination of technology and customer acquisition for bank partners; |
• | Robust and diverse loan funding program; and |
• | Brand recognition and trust. |
• | record-keeping requirements; |
• | collection and servicing practices; |
• | requirements governing electronic payments, transactions, signatures and disclosures; |
• | examination requirements; |
• | surety bond and minimum net worth requirements; |
• | financial reporting requirements; |
• | notification requirements for changes in principal officers, stock ownership or corporate control; and |
• | restrictions on advertising and other loan solicitation activity, as well as restrictions on loan referral or similar practices. |
• | Business Combination — |
• | Hiring of Neville Crawley as President — go-to-market |
• | COVID-19 COVID-19. Due to the economic uncertainty that this has caused, and can continue to cause, there is added risk to OppFi’s overall future outlook. OppFi has implemented cost containment and cash management initiatives to mitigate the potential impact of the COVID-19 pandemic on its business and liquidity. The full extent of any impact cannot be determined at this time. OppFi did see a slowdown in growth during the year ended December 31, 2020 and the first quarter ended March 31, 2021 due to the government stimulus program, which also had a positive impact on OppFi’s credit performance even while the credit risk of OppFi loan applicants remained flat during this period. Management will continue to monitor any changes to the business as the pandemic continues throughout 2021. |
Year Ended December 31, |
Change |
|||||||||||||||
2020 |
2019 |
$ |
% |
|||||||||||||
(In thousands, except for % change) |
||||||||||||||||
Total Net Originations |
$ | 483,350 | $ | 496,530 | $ | (13,180 | ) | (2.7 | %) | |||||||
% of Net Originations by Bank Partners |
65.0 | % | 53.2 | % | N/A | 11.9 | % | |||||||||
% of Net Originations by New Loans |
42.8 | % | 56.9 | % | N/A | (14.0 | %) |
Year Ended December 31, |
Change |
|||||||||||||||
2019 |
2018 |
$ |
% |
|||||||||||||
(In thousands, except for % change) |
||||||||||||||||
Total Net Originations |
$ | 496,530 | $ | 273,797 | $ | 223,733 | 81.3 | % | ||||||||
% of Net Originations by Bank Partners |
53.2 | % | 29.8 | % | N/A | 23.3 | % | |||||||||
% of Net Originations by New Loans |
56.9 | % | 61.9 | % | N/A | (5.1 | %) |
Year Ended December 31, |
Change |
|||||||||||
2020 |
2019 |
% |
||||||||||
Average Yield |
128.1 | % | 127.6 | % | 0.5 | % |
Year Ended December 31, |
Change |
|||||||||||
2019 |
2018 |
% |
||||||||||
Average Yield |
127.6 | % | 125.5 | % | 2.1 | % |
Year Ended December 31, |
Change |
|||||||||||
2020 |
2019 |
% |
||||||||||
Net Charge-Offs as % of Avg. Receivables |
35.6 | % | 42.2 | % | (6.7 | %) | ||||||
Year Ended December 31, |
Change |
|||||||||||
2019 |
2018 |
% |
||||||||||
Net Charge-Offs as % of Avg. Receivables |
42.2 | % | 37.2 | % | 5.1 | % |
Year Ended December 31, |
Change |
|||||||||||||||
2020 |
2019 |
$ |
% |
|||||||||||||
Marketing Cost per Funded Loan |
$ | 62 | $ | 71 | $ | (11 | ) | (15.5 | %) | |||||||
Year Ended December 31, |
Change |
|||||||||||||||
2019 |
2018 |
$ |
% |
|||||||||||||
Marketing Cost per Funded Loan |
$ | 71 | $ | 79 | $ | (8 | ) | (10.1 | %) |
Year Ended December 31, |
Change |
|||||||||||||||
2020 |
2019 |
$ |
% |
|||||||||||||
Marketing Cost per New Funded Loan |
$ | 211 | $ | 183 | $ | 28 | 15.3 | % | ||||||||
Year Ended December 31, |
Change |
|||||||||||||||
2019 |
2018 |
$ |
% |
|||||||||||||
Marketing Cost per New Funded Loan |
$ | 183 | $ | 177 | $ | 6 | 3.4 | % |
Year Ended December 31, |
Change |
|||||||||||
2020 |
2019 |
% |
||||||||||
Auto-Approval Rate |
25.7 | % | 18.3 | % | 7.4 | % | ||||||
Year Ended December 31, |
Change |
|||||||||||
2019 |
2018 |
% |
||||||||||
Auto-Approval Rate |
18.3 | % | 6.5 | % | 11.8 | % |
Year Ended December 31, |
Change |
Change |
||||||||||||||
2020 |
2019 |
$ |
% |
|||||||||||||
Sales and Servicing Cost per Loan |
$ | 148 | $ | 149 | $ | (1 | ) | (0.9 | %) |
Year Ended December 31, |
Change |
Change |
||||||||||||||
2019 |
2018 |
$ |
% |
|||||||||||||
Sales and Servicing Cost per Loan |
$ | 149 | $ | 166 | $ | (17 | ) | (10.4 | %) |
Years Ended December 31, |
Change |
|||||||||||||||
2020 |
2019 |
$ |
% |
|||||||||||||
(In thousands, except % change) |
||||||||||||||||
Interest and Loan Related Income, Gross (a) |
$ | 322,165 | $ | 267,166 | $ | 54,999 | 20.6 | % | ||||||||
Other Income |
789 | 924 | (135 | ) | (14.6 | %) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Interest, Loan Related, and Other Income |
$ | 322,954 | $ | 268,090 | $ | 54,864 | 20.5 | % | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Amortization of Loan Origination Costs |
(31,940 | ) | (38,968 | ) | 7,028 | (18.0 | %) | |||||||||
|
|
|
|
|
|
|
|
|||||||||
Total Revenue |
$ | 291,014 | $ | 229,122 | $ | 61,892 | 27.0 | % | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Total Provision |
90,787 | 114,254 | (23,467 | ) | (20.5 | %) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net Revenue |
$ | 200,227 | $ | 114,868 | $ | 85,359 | 74.3 | % | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Expenses |
122,711 | 81,873 | 40,838 | 49.9 | % | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
EBT (b) |
$ | 77,516 | $ | 32,995 | $ | 44,521 | 134.9 | % | ||||||||
|
|
|
|
|
|
|
|
(a) | Loan Related Income primarily consists of NSF fees, which are immaterial. Interest income related to finance receivables accounted for under the fair value option is included in “Interest and loan related income, gross” in the consolidated statements of operations. |
(b) | Represents Net Income as reported in audited financial statements, as OppFi does not have tax provision under its pass-through structure as a limited liability company. |
Years Ended December 31, | Change | |||||||||||||||
2019 | 2018 | $ | % | |||||||||||||
(In thousands, except % change) | ||||||||||||||||
Interest and Loan Related Income, Gross (a) |
$ | 267,166 | $ | 133,399 | $ | 133,767 | 100.3 | % | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Other Income |
924 | 849 | 75 | 8.8 | % | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Interest, Loan Related, and Other Income |
$ | 268,090 | $ | 134,248 | $ | 133,842 | 99.7 | % | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Amortization of Loan Origination Costs |
(38,968 | ) | (19,999 | ) | (18,969 | ) | 94.8 | % | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Total Revenue |
$ | 229,122 | $ | 114,249 | $ | 114,873 | 100.5 | % | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Total Provision |
114,254 | 58,416 | 55,838 | 95.6 | % | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net Revenue |
$ | 114,868 | $ | 55,833 | $ | 59,035 | 105.7 | % | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Expenses |
81,873 | 46,100 | 35,773 | 77.6 | % | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
EBT (b) |
$ | 32,995 | $ | 9,733 | $ | 23,262 | 239.0 | % | ||||||||
|
|
|
|
|
|
|
|
(a) | Loan Related Income primarily consists of NSF fees, which are immaterial. |
(b) | Represents Net Income as reported in audited financial statements, as OppFi does not have tax provision under its pass-through structure as a limited liability company. |
Year Ended December 31, |
||||||||||||
2020 |
2019 |
2018 |
||||||||||
(In thousands) |
||||||||||||
Unrestricted cash |
$ | 25,601 | $ | 16,789 | $ | 8,785 | ||||||
Undrawn debt |
338,108 | 139,598 | 51,844 |
Year Ended December 31, |
||||||||||||
2020 |
2019 |
2018 |
||||||||||
(In thousands) |
||||||||||||
Net cash provided by operating activities |
$ | 192,112 | $ | 148,919 | $ | 63,035 | ||||||
Net cash used in investing activities |
(98,312 | ) | (214,150 | ) | (123,614 | ) | ||||||
Net cash (used in) provided by financing activities |
(84,121 | ) | 78,010 | 72,827 | ||||||||
|
|
|
|
|
|
|||||||
Net increase in cash, cash equivalents and restricted cash |
$ | 9,679 | $ | 12,779 | $ | 12,248 | ||||||
|
|
|
|
|
|
Year Ended December 31, |
||||||||
($ in 000s) Unaudited | 2020 |
2019 |
||||||
Assets |
||||||||
Cash and restricted cash |
$ | 45,657 | $ | 35,979 | ||||
Finance receivables at amortized cost, net |
222,243 | 237,014 | ||||||
Other assets |
17,943 | 13,636 | ||||||
|
|
|
|
|||||
Total assets |
$ | 285,843 | $ | 286,629 | ||||
|
|
|
|
|||||
Liabilities and members’ equity |
||||||||
Current liabilities |
$ | 28,406 | $ | 25,285 | ||||
Total debt |
158,105 | 223,896 | ||||||
|
|
|
|
|||||
Total liabilities |
$ | 186,511 | $ | 249,181 | ||||
|
|
|
|
|||||
Total members’ equity |
99,332 | 37,448 | ||||||
Total liabilities and members’ equity |
$ | 285,843 | $ | 286,629 | ||||
|
|
|
|
Year Ended December 31, |
||||||||
($ in 000s) Unaudited | 2019 |
2018 |
||||||
Assets |
||||||||
Cash and restricted cash |
$ | 35,979 | $ | 23,199 | ||||
Finance receivables at amortized cost, net |
237,014 | 130,435 | ||||||
Other assets |
13,636 | 8,762 | ||||||
|
|
|
|
|||||
Total assets |
$ | 286,629 | 162,396 | |||||
|
|
|
|
|||||
Liabilities and members’ equity |
||||||||
Current liabilities |
$ | 25,285 | $ | 14,615 | ||||
Total debt |
223,896 | 133,910 | ||||||
|
|
|
|
|||||
Total liabilities |
$ | 249,181 | $ | 148,525 | ||||
|
|
|
|
|||||
Total members’ equity |
37,448 | 13,871 | ||||||
Total liabilities and members’ equity |
$ | 286,629 | $ | 162,396 | ||||
|
|
|
|
Purpose |
Borrower |
Capacity |
2020 |
2019 |
Interest Rate as of December 31, 2020 |
Maturity Date |
||||||||||||||||
(In thousands, except interest rates) |
||||||||||||||||||||||
Secured borrowing |
Opportunity Funding SPE II, LLC | $ | 85,184 | $ | 16,025 | $ | 17,408 | 15.00 | % | 10/2021 | ||||||||||||
|
|
|
|
|
|
|||||||||||||||||
Senior debt |
|
|
|
|
|
|
|
|||||||||||||||
Revolving line of credit |
Opportunity Financial, LLC | 10,000 | 5,000 | 5,000 | LIBOR + 2.50 | % | 02/2022 | |||||||||||||||
Revolving line of credit |
Opportunity Funding SPE III, LLC | 175,000 | 59,200 | 101,667 | LIBOR + 6.00 | % | 01/2024 | |||||||||||||||
Revolving line of credit |
Opportunity Funding SPE V, LLC | 75,000 | 24,222 | 42,261 | LIBOR + 7.25 | % | 04/2023 | |||||||||||||||
Revolving line of credit |
Opportunity Funding SPE VI, LLC | 50,000 | 16,148 | 28,175 | LIBOR + 7.25 | % | 04/2023 | |||||||||||||||
Revolving line of credit |
Opportunity Funding SPE IV, LLC | 25,000 | 12,506 | 10,930 | LIBOR + 4.25 | % | 08/2021 | |||||||||||||||
|
|
|
|
|
|
|||||||||||||||||
Total revolving lines of credit |
$ | 335,000 | $ | 117,076 | $ | 188,033 | ||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||
Term loan, net |
Opportunity Financial, LLC | 50,000 | 14,650 | 14,455 | LIBOR + 14.00 | % | 11/2023 | |||||||||||||||
|
|
|
|
|
|
|||||||||||||||||
Total senior debt |
$ |
385,000 |
$ |
131,726 |
$ |
202,488 |
||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||
Subordinated debt-Related Party |
Opportunity Financial, LLC | $ | 4,000 | $ | 4,000 | $ | 4,000 | 14.00 | % | 12/2023 | ||||||||||||
|
|
|
|
|
|
|||||||||||||||||
Other debt |
Opportunity Financial, LLC | $ | 6,354 | $ | 6,354 | $ | — | 1.00 | % | 04/2022 | ||||||||||||
|
|
|
|
|
|
• | During 2017, Opportunity Funding SPE II, LLC entered into a preferred return agreement. Per the terms of the agreement, the finance receivables are grouped into quarterly pools. Collections are distributed on a pro rata basis after the payout of expenses to back-up servicer, servicer and other relevant parties. This agreement is secured by the assets of Opportunity Funding SPE II, LLC. The receivables are transferred to Opportunity Funding SPE II, LLC and OppWin LLC by Opportunity Financial, LLC, which has provided representations and warranties in connection with such sale. The agreement is subject to various financial covenants. |
• | During 2018, the SPE II, LLC preferred return agreement was amended. Opportunity Funding SPE II, LLC sold a 97.5 percent interest of certain unsecured finance receivables to the unrelated third party. Per the revised agreement, the unrelated third party earns a preferred return of 15 percent and a performance fee after the preferred return has been satisfied. The initial agreement expired August 1, 2018, and was then extended for one year. The agreement provides for two consecutive options to renew the purchase period for eighteen months. The unrelated third party exercised the first option, which provides a $65.0 million purchase commitment by the unrelated third party, of which $32.4 million has been purchased with an active balance of $17.4 million as of December 31, 2019. After satisfaction of the purchase commitment, the agreement provides for a third option for an additional $100.0 million purchase commitment. |
• | In May 2020, the SPE II, LLC preferred return agreement was amended. The unrelated third party exercised the option, which provides an additional $100.0 million purchase commitment, resulting in a total $165.0 million purchase commitment by the unrelated third party, of which $79.8 million of finance receivables has been purchased with an active balance of $16.0 million as of December 31, 2020. $85.2 million of available capacity remains under this facility as of December 31, 2020. |
• | For the years ending December 31, 2020, 2019 and 2018, interest expense related to this facility totaled $2.3 million, $1.7 million, and $0.5 million respectively. Additionally, OppFi has capitalized $0.2 million in debt issuance costs in connection with this transaction, of which less than $0.1 million, $0.1 million, and $0.1 million was expensed in 2020, 2019, and 2018, respectively, which is included in the consolidated statements of operations. As of December 31, 2020 and 2019, the remaining balance of debt issuance costs associated with this facility was less than $0.1 million and $0.1 million, respectively. |
• | On August 13, 2018, OppFi entered into a corporate credit agreement with a maximum available amount of $10.0 million. Interest is payable monthly. The facility is secured by OppFi’s assets and certain brokerage assets made available by the Schwartz Capital Group (“SCG”), a related party. The agreement is subject to various financial covenants. On August 6, 2020, the corporate credit agreement was amended, and the maturity date was extended to February 2022. For the years ended December 31, 2020, 2019 and 2018, interest expense paid related to the revolving credit agreement totaled $0.2 million. $0.3 million and $0.1 million, respectively. Additionally, OppFi has capitalized $0.3 million in debt issuance costs in connection with this transaction, of which less than $0.1 million, $0.2 million, and $0.1 million was expensed in 2020, 2019 and 2018, respectively. As of December 31, 2020 and 2019, the remaining balance of unamortized debt issuance costs associated with the facility was less than $0.1 million and $0.1 million, respectively. OppFi has terminated this facility. |
• | On January 23, 2018, Opportunity Funding SPE III, LLC entered into a revolving line of credit agreement that provides maximum borrowings of $75.0 million. Interest is payable monthly. Borrowings are secured by the assets of Opportunity Funding SPE III, LLC. Opportunity Financial, LLC provides certain representations and warranties. The line of credit agreement is subject to a borrowing base threshold and various financial covenants, including maintaining a minimum tangible net worth and maximum senior debt to equity. |
• | On August 24, 2018, the revolving line of credit agreement was amended to increase the aggregate commitment to $125.0 million. On January 31, 2020, the revolving line of credit agreement was amended to increase the aggregate commitment to $175.0 million. The amendment also changes the interest rate to one-month LIBOR plus 6 percent with a 2 percent LIBOR floor. The agreement matures in January 2024. |
• | For the years ended December 31, 2020, 2019, and 2018 interest expense related to the line of credit agreement totaled $7.4 million, $11.7 million, and $4.5 million respectively. Additionally, OppFi has capitalized $2.1 million in debt issuance costs in connection with this transaction, of which $0.7 million, $0.9 million and $0.2 million was expensed in 2020, 2019 and 2018 respectively. As of December 31, 2020 and 2019, the remaining balance of unamortized debt issuance costs associated with the facility was $1.5 million and $0.1 million, respectively. |
• | In April 2019, Opportunity Funding SPE V, LLC entered into a revolving line of credit agreement that provides maximum borrowings of $75.0 million. Interest is payable monthly. Borrowings are secured by the assets of Opportunity Funding SPE V, LLC. Opportunity Financial, LLC provides certain representations and warranties related to the debt. The line of credit agreement is subject to a borrowing base and various financial covenants, including maintaining a minimum tangible net worth and restrictions related to dividend payments. |
• | For the years ended December 31, 2020, 2019 and 2018, interest expense related to this facility totaled $3.4 million, $2.1 million, and $4.5 million, respectively. Additionally, OppFi has capitalized $1.1 million in debt issuance costs in connection with this transaction of which $0.4 million, $0.2 million and $0.2 million was expensed in 2020 and 2019, respectively, which is included in the consolidated statements of operations. As of December 31, 2020 and 2019, the remaining balance of debt issuance costs associated with this facility was $0.5 million and $0.8 million, respectively. |
• | In April 2019, Opportunity Funding SPE VI, LLC entered into a revolving line of credit agreement that provides maximum borrowings of $50.0 million. Interest is payable monthly. Borrowings are secured by the assets of Opportunity Funding SPE VI, LLC. Opportunity Financial, LLC provides certain representations and warranties related to the debt. The line of credit agreement is subject to a borrowing base and various financial covenants, including maintaining a minimum tangible net worth and restrictions related to dividend payments. |
• | For the years ended December 31, 2020 and 2019, interest expense related to this facility totaled $2.3 million and $1.4 million, respectively. Additionally, OppFi has capitalized $0.9 million in debt issuance costs in connection with this transaction of which $0.3 million and $0.2 million was expensed in 2020 and 2019, respectively, which is included in the consolidated statements of operations. As of December 31, 2020 and 2019, the remaining balance of debt issuance costs associated with this facility was $0.4 million and $0.7 million, respectively. |
• | In August 2019, Opportunity Funding SPE IV, LLC entered into a revolving line of credit agreement that provides maximum borrowings of $25.0 million. Interest is payable monthly. Borrowings are secured by the assets of Opportunity Funding SPE IV, LLC. Opportunity Financial, LLC provides certain representations and warranties related to the debt, as well as an unsecured guaranty. The line of credit agreement is subject to a borrowing base and various financial covenants, including maintaining a minimum tangible net worth and restrictions related to dividend payments. |
• | For the years ended December 31, 2020 and 2019, interest expense related to this facility totaled $0.5 million and $0.2 million, respectively. Additionally, OppFi has capitalized $0.4 million in debt issuance costs in connection with this transaction of which $0.2 million and less than $0.1 was expensed in 2020 and 2019, respectively, which is included in the consolidated statements of operations. As of December 31, 2020 and 2019, the remaining balance of debt issuance costs associated with this facility was $0.1 million and $0.3 million, respectively. |
• | In November 2018, Opportunity Financial, LLC entered into a $25.0 million senior secured multi-draw term loan agreement, which is secured by a senior secured claim on Opportunity Financial, LLC’s assets and a second lien interest in the receivables owned by Opportunity Funding SPE III, LLC, Opportunity Funding SPE V, LLC, and Opportunity Funding SPE VI, LLC. Interest is payable monthly. The loan agreement is subject to various financial covenants. Per the terms of the loan agreement, Opportunity Financial, LLC has issued warrants to the lender. In April 2020, OppFi exercised an option to increase the facility commitment amount to $50.0 million. As of December 31, 2020 and 2019, the outstanding balance of $15.0 million is net of unamortized discount of less than $0.1 million and $0.1 million, respectively, and unamortized debt issuance costs of $0.3 million and $0.5 million, respectively. |
• | For the years ended December 31, 2020, 2019, and 2018, interest expense related to the loan agreement totaled $2.6 million, $2.6 million and $0.4 million, respectively. Additionally, OppFi has capitalized $0.8 million in debt issuance costs in connection with this transaction, of which $0.2 million, $0.2 million, and less than $0.1 million was expensed in 2020, 2019 and 2018, respectively, which is included in the consolidated statements of operations. |
• | As of December 31, 2020, OppFi had an unsecured line of credit agreement with SCG, a related party, with a maximum available amount of $4.0 million. Interest due on this facility is paid quarterly, and the outstanding balance is due at maturity. For the years ended December 31, 2020, 2019, and 2018, interest expense associated with these debt agreements was $0.6 million, $0.6 million, and $2.2 million, respectively. Subordinated debt is subject to the same debt covenants as senior debt facilities. On March 30, 2021, the borrowings under this unsecured line of credit agreement were paid in full and the facility was terminated. |
• | In March 2020, OppFi was approved for a loan as part of the Paycheck Protection Program (PPP) under the CARES Act. OppFi may receive loan forgiveness if OppFi meets certain conditions. OppFi received $6.4 million. OppFi is carrying this amount as a noncurrent debt until a decision is reached regarding the loan forgiveness. |
• | Net Originations increased 84% to $144.0 million from $78.1 million for the three months ended June 30, 2021 and 2020, respectively. |
• | Ending Receivables increased 19% to $260.4 million from $218.8 million as of June 30, 2021 and 2020, respectively. |
• | Total Revenue increased 28% to $78.4 million from $61.3 million for the three months ended June 30, 2021 and 2020, respectively, and Adjusted Revenue increased 6% to $78.4 million from $73.6 million for the three months ended June 30, 2021 and 2020, respectively. |
• | Net Income was $18.0 million and $42.4 million for the three and six months ended June 30, 2021, respectively. |
• | Adjusted Net Income was $17.9 million and $37.2 million for the three and six months ended June 30, 2021, respectively. |
Three Months Ended June 30, |
Change |
|||||||||||||||
(dollars in thousands) | 2021 |
2020 |
$ |
% / bps |
||||||||||||
Total Net Originations |
$ | 143,983 | $ | 78,098 | $ | 65,885 | 84.4 | % | ||||||||
Percentage of Net Originations by Bank Partners |
93.0 | % | 62.0 | % | N/A | 3,100 bps | ||||||||||
Percentage of Net Originations by New Loans |
41.7 | % | 31.7 | % | N/A | 1,000 bps |
Six Months Ended June 30, |
Change |
|||||||||||||||
(dollars in thousands) | 2021 |
2020 |
$ |
% / bps |
||||||||||||
Total Net Originations |
$ | 243,792 | $ | 202,244 | $ | 41,548 | 20.5 | % | ||||||||
Percentage of Net Originations by Bank Partners |
86.1 | % | 63.9 | % | N/A | 2,220 bps | ||||||||||
Percentage of Net Originations by New Loans |
38.4 | % | 44.1 | % | N/A | (570 bps | ) |
As of June 30, |
Change |
|||||||||||||||
(dollars in thousands) | 2021 |
2020 |
$ |
% |
||||||||||||
Ending Receivables |
$ | 260,377 | $ | 218,767 | $ | 41,610 | 19.0 | % |
Three Months Ended June 30, |
Change |
|||||||||||
2021 |
2020 |
bps |
||||||||||
Average Yield |
128.5 | % | 124.3 | % | 420 bps |
Six Months Ended June 30, |
Change |
|||||||||||
2021 |
2020 |
bps |
||||||||||
Average Yield |
128.5 | % | 126.5 | % | 200 bps |
Three Months Ended June 30, |
Change |
|||||||||||
2021 |
2020 |
bps |
||||||||||
Net Charge-Offs as % of Avg. Receivables |
28.4 | % | 40.0 | % | (1,160 bps | ) |
Six Months Ended June 30, |
Change |
|||||||||||
2021 |
2020 |
bps |
||||||||||
Net Charge-Offs as % of Avg. Receivables |
29.1 | % | 43.4 | % | (1,430 bps | ) |
Three Months Ended June 30, |
Change |
|||||||||||||||
2021 |
2020 |
$ |
% |
|||||||||||||
Marketing Cost per Funded Loan |
$ | 72 | $ | 91 | $ | (19 | ) | (20.9% | ) |
Six Months Ended June 30, |
Change |
|||||||||||||||
2021 |
2020 |
$ |
% |
|||||||||||||
Marketing Cost per Funded Loan |
$ | 65 | $ | 83 | $ | (18 | ) | (21.7% | ) |
Three Months Ended June 30, |
Change |
|||||||||||||||
2021 |
2020 |
$ |
% |
|||||||||||||
Marketing Cost per New Funded Loan |
$ | 245 | $ | 454 | $ | (209 | ) | (46.0% | ) |
Six Months Ended June 30, |
Change |
|||||||||||||||
2021 |
2020 |
$ |
% |
|||||||||||||
Marketing Cost per New Funded Loan |
$ | 253 | $ | 291 | $ | (38 | ) | (13.1% | ) |
As of June 30, |
Change |
|||||||||||
2021 |
2020 |
bps |
||||||||||
Auto-Approval Rate |
50.5 | % | 19.1 | % | 3,140 bps |
Three Months Ended June 30, |
Change |
|||||||||||||||
2021 |
2020 |
$ |
% |
|||||||||||||
Sales and Servicing Cost per Loan |
$ | 164 | $ | 137 | $ | 27 | 19.6 | % |
Six Months Ended June 30, |
Change |
|||||||||||||||
2021 |
2020 |
$ |
% |
|||||||||||||
Sales and Servicing Cost per Loan |
$ | 160 | $ | 148 | $ | 12 | 8.2 | % |
Three Months Ended June 30, |
Change |
|||||||||||||||
2021 |
2020 |
$ |
% |
|||||||||||||
(In thousands, except % change) |
||||||||||||||||
Interest and Loan Related Income, Gross (a) |
$ | 78,030 | $ | 73,495 | $ | 4,535 | 6.2% | |||||||||
Other Income |
346 | 116 | 230 | 197.8% | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Interest, Loan Related, and Other Income |
$ | 78,376 | $ | 73,611 | $ | 4,765 | 6.5% | |||||||||
|
|
|
|
|
|
|
|
|||||||||
Amortization of Loan Origination Costs |
— | (12,330 | ) | 12,330 | — | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total Revenue |
$ | 78,376 | $ | 61,281 | $ | 17,095 | 27.9% | |||||||||
|
|
|
|
|
|
|
|
|||||||||
Total Provision |
(31 | ) | (12,875 | ) | 12,844 | (100.0% | ) | |||||||||
Change in Fair Value |
(11,306 | ) | — | (11,306 | ) | — | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net Revenue |
$ | 67,039 | $ | 48,406 | $ | 18,633 | 38.5% | |||||||||
|
|
|
|
|
|
|
|
|||||||||
Expenses |
49,052 | 23,287 | 25,765 | 110.6% | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
EBT (b) |
$ | 17,987 | $ | 25,119 | $ | (7,132 | ) | (28.4% | ) | |||||||
|
|
|
|
|
|
|
|
(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, gross” in the consolidated statements of operations. |
(b) | Represents Net Income as reported in OppFi’s consolidated financial statements, as prior to the business combination OppFi did not have tax provision under its pass-through structure as a limited liability company. |
Six Months Ended June 30, |
Change |
|||||||||||||||
2021 |
2020 |
$ |
% |
|||||||||||||
(In thousands, except % change) |
||||||||||||||||
Interest and Loan Related Income, Gross (a) |
$ | 162,133 | $ | 162,340 | $ | (207 | ) | (0.1% | ) | |||||||
Other Income |
500 | 240 | 260 | 107.8% | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Interest, Loan Related, and Other Income |
$ | 162,633 | $ | 162,580 | $ | 53 | 0.0% | |||||||||
|
|
|
|
|
|
|
|
|||||||||
Amortization of Loan Origination Costs |
— | (26,646 | ) | 26,646 | — | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total Revenue |
$ | 162,633 | $ | 135,934 | $ | 26,699 | 19.6% | |||||||||
|
|
|
|
|
|
|
|
|||||||||
Total Provision |
(38 | ) | (44,875 | ) | 44,837 | (100.0% | ) | |||||||||
Change in Fair Value |
(33,695 | ) | — | (33,695 | ) | — | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net Revenue |
$ | 128,900 | $ | 91,059 | $ | 37,841 | 41.6% | |||||||||
|
|
|
|
|
|
|
|
|||||||||
Expenses |
86,529 | 49,043 | 37,486 | 76.4% | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
EBT (b) |
$ | 42,371 | $ | 42,016 | $ | 355 | 0.8% | |||||||||
|
|
|
|
|
|
|
|
(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, gross” in the consolidated statements of operations. |
(b) | Represents Net Income as reported in OppFi’s consolidated financial statements, as prior to the business combination OppFi did not have tax provision under its pass-through structure as a limited liability company. |
Three Months Ended June 30, |
Variance |
|||||||||||||||||||
2021 |
2020 |
% |
||||||||||||||||||
(In thousands) Unaudited |
As Reported |
As Reported |
FV Adjustments |
FV Pro Forma |
||||||||||||||||
Total Revenue |
$ | 78,376 | $ | 61,281 | $ | 12,330 | $ | 73,611 | 6.5% | |||||||||||
Total Provision |
(31 | ) | (12,875 | ) | 12,875 | — | — | |||||||||||||
FV Adjustment (a) |
(11,306 | ) | — | (41,522 | ) | (41,522 | ) | (72.7% | ) | |||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net Revenue |
$ | 67,039 | $ | 48,406 | $ | (16,317 | ) | $ | 32,089 | 108.9% | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Expenses |
||||||||||||||||||||
Sales and Marketing |
11,545 | 2,373 | 2,838 | 5,211 | 121.6% | |||||||||||||||
Customer Operations |
9,876 | 4,170 | 4,527 | 8,697 | 13.6% | |||||||||||||||
Technology, Products, and Analytics |
6,513 | 4,731 | — | 4,731 | 37.7% | |||||||||||||||
General, Administrative, and Other |
14,733 | 6,631 | — | 6,631 | 122.2% | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total Expenses before Interest Expense |
$ | 42,667 | $ | 17,905 | $ | 7,365 | $ | 25,270 | 68.8% | |||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Interest Expense (b) |
6,385 | 5,382 | — | 5,382 | 18.6% | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
EBT (c) |
$ | 17,987 | $ | 25,119 | $ | (23,682 | ) | $ | 1,437 | 1,152.0% | ||||||||||
|
|
|
|
|
|
|
|
|
|
(a) | FV Adjustment of $41.5M includes net charge-offs of $23.8M and FMV Adjustment of $17.7M driven by lower receivables and lower FMV mark as a result of the COVID-19 pandemic. |
(b) | Includes debt amortization costs. |
(c) | Represents Net Income as reported in OppFi’s consolidated financial statements, as prior to the business combination OppFi did not have tax provision under its pass-through structure as a limited liability company. |
Six Months Ended June 30, |
Variance |
|||||||||||||||||||
2021 |
2020 |
% |
||||||||||||||||||
(In thousands) Unaudited |
As Reported |
As Reported |
FV Adjustments |
FV Pro Forma |
||||||||||||||||
Total Revenue |
$ | 162,633 | $ | 135,934 | $ | 26,646 | $ | 162,580 | 0.0% | |||||||||||
Total Provision |
(38 | ) | (44,875 | ) | 44,875 | — | — | |||||||||||||
FV Adjustment (a) |
(33,695 | ) | — | (75,590 | ) | (75,590 | ) | (55.4% | ) | |||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net Revenue |
$ | 128,900 | $ | 91,059 | $ | (4,069 | ) | $ | 86,990 | 48.2% | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Expenses |
||||||||||||||||||||
Sales and Marketing |
19,480 | 6,492 | 9,353 | 15,845 | 22.9% | |||||||||||||||
Customer Operations |
19,485 | 8,229 | 10,386 | 18,615 | 4.7% | |||||||||||||||
Technology, Products, and Analytics |
12,340 | 9,174 | — | 9,174 | 34.5% | |||||||||||||||
General, Administrative, and Other |
24,231 | 13,220 | — | 13,220 | 83.3% | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total Expenses before Interest Expense |
$ | 75,536 | $ | 37,115 | $ | 19,739 | $ | 56,854 | 32.9% | |||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Interest Expense (b) |
10,993 | 11,928 | — | 11,928 | (7.8% | ) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
EBT (c) |
$ | 42,371 | $ | 42,016 | $ | (23,808 | ) | $ | 18,208 | 132.7% | ||||||||||
|
|
|
|
|
|
|
|
|
|
(a) | FV Adjustment of $75.6M includes net charge-offs of $56.0M and FMV Adjustment of $19.6M driven by lower receivables and lower FMV mark as a result of the COVID-19 pandemic. |
(b) | Includes debt amortization costs. |
(c) | Represents Net Income as reported in OppFi’s consolidated financial statements, as prior to the business combination OppFi did not have tax provision under its pass-through structure as a limited liability company. |
Three Months Ended June 30, |
Variance |
|||||||||||
(In thousands) Unaudited |
2021 |
2020 |
% |
|||||||||
Total Revenue |
$ | 78,376 | $ | 61,281 | 27.9% | |||||||
Amortization of Loan Origination Costs |
— | 12,330 | — | |||||||||
|
|
|
|
|
|
|||||||
Adjusted Revenue |
$ | 78,376 | $ | 73,611 | 6.5% | |||||||
|
|
|
|
|
|
Six Months Ended June 30, |
Variance |
|||||||||||
(In thousands) Unaudited |
2021 |
2020 |
% |
|||||||||
Total Revenue |
$ | 162,633 | $ | 135,934 | 19.6% | |||||||
Amortization of Loan Origination Costs |
— | 26,646 | — | |||||||||
|
|
|
|
|
|
|||||||
Adjusted Revenue |
$ | 162,633 | $ | 162,580 | 0.0% | |||||||
|
|
|
|
|
|
Three Months Ended June 30, |
Variance |
|||||||||||
(In thousands) Unaudited |
2021 |
2020 |
% |
|||||||||
EBT (a) |
$17,987 | $ | 25,119 | (28.4% | ) | |||||||
FV Adjustments |
— | (23,682 | ) | — | ||||||||
Debt Amortization |
642 | 458 | 40.1% | |||||||||
Other Addback and One-Time Expenses (b) |
5,181 | 220 | 2,251.7% | |||||||||
|
|
|
|
|
|
|||||||
Adjusted EBT |
$ | 23,810 | $ | 2,115 | 1,025.9% | |||||||
|
|
|
|
|
|
|||||||
Less: Pro Forma Taxes (c) |
(5,952 | ) | (529 | ) | 1,025.9% | |||||||
|
|
|
|
|
|
|||||||
Adjusted Net Income |
$ | 17,858 | $ | 1,586 | 1,025.9% | |||||||
|
|
|
|
|
|
|||||||
Pro Forma Taxes (c) |
5,952 | 529 | 1,025.9% | |||||||||
Depreciation and Amortization |
2,413 | 1,579 | 52.8% | |||||||||
Interest Expense |
5,744 | 4,924 | 16.6% | |||||||||
Business (Non-income) Taxes |
357 | 483 | (25.9% | ) | ||||||||
|
|
|
|
|
|
|||||||
Adjusted EBITDA |
$ | 32,324 | $ | 9,101 | 255.2% | |||||||
|
|
|
|
|
|
(a) | Represents Net Income as reported in OppFi’s consolidated financial statements, as prior to the business combination OppFi did not have tax provision under its pass-through structure as a limited liability company. |
(b) | One-time expense includes a $3.3 million impact in 2021 from an increase in warrant liability, $1.2 million in costs related to the business combination, and $0.7 million in stock compensation, management fees, and other addbacks. |
(c) | Assumes a tax rate of 25% 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 publicly traded companies. |
Six Months Ended June 30, |
Variance |
|||||||||||
(In thousands) Unaudited |
2021 |
2020 |
% |
|||||||||
EBT (a) |
$42,371 | $ | 42,016 | 0.8% | ||||||||
FV Adjustments |
— | (23,808 | ) | — | ||||||||
Debt Amortization |
1,163 | 977 | 19.0% | |||||||||
Other Addback and One-Time Expenses (b) |
5,995 | 277 | 2,070.4% | |||||||||
|
|
|
|
|
|
|||||||
Adjusted EBT |
$ | 49,529 | $ | 19,462 | 154.5% | |||||||
|
|
|
|
|
|
|||||||
Less: Pro Forma Taxes (c) |
(12,382 | ) | (4,865 | ) | 154.5% | |||||||
|
|
|
|
|
|
|||||||
Adjusted Net Income |
$ | 37,147 | $ | 14,597 | 154.5% | |||||||
|
|
|
|
|
|
|||||||
Pro Forma Taxes (c) |
12,382 | 4,865 | 154.5% | |||||||||
Depreciation and Amortization |
4,577 | 2,976 | 53.8% | |||||||||
Interest Expense |
9,830 | 10,951 | (10.2% | ) | ||||||||
Business (Non-income) Taxes |
792 | 656 | 20.8% | |||||||||
|
|
|
|
|
|
|||||||
Adjusted EBITDA |
$ | 64,728 | $ | 34,045 | 90.1% | |||||||
|
|
|
|
|
|
(a) | Represents Net Income as reported in OppFi’s consolidated financial statements, as prior to the business combination OppFi did not have tax provision under its pass-through structure as a limited liability company. |
(b) | One-time expense includes a $3.3 million impact in 2021 from an increase in warrant liability, $1.4 million in costs related to the business combination, and $1.3 million in stock compensation, management fees, and other addbacks. |
(c) | Assumes a tax rate of 25% 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 publicly traded companies. |
Change |
||||||||||||||||
(In thousands) Unaudited |
June 30, 2021 |
December 31, 2020 |
$ |
% |
||||||||||||
Assets |
||||||||||||||||
Cash and restricted cash |
$ | 120,779 | $ | 45,657 | $ | 75,122 | 164.5% | |||||||||
Finance receivables at fair value |
296,381 | — | 296,381 | — | ||||||||||||
Finance receivables at amortized cost, net |
132 | 222,243 | (222,111 | ) | (99.9% | ) | ||||||||||
Other assets |
19,943 | 17,943 | 2,000 | 11.1% | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total assets |
$ | 437,235 | $ | 285,843 | $ | 151,392 | 53.0% | |||||||||
|
|
|
|
|
|
|
|
|||||||||
Liabilities and members’ equity |
||||||||||||||||
Current liabilities |
$ | 29,249 | $ | 28,406 | $ | 843 | 3.0% | |||||||||
Total debt |
230,647 | 158,105 | 72,542 | 45.9% | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total liabilities |
$ | 259,896 | $ | 186,511 | $ | 73,385 | 39.3% | |||||||||
Total members’ equity |
177,339 | 99,332 | 78,007 | 78.5% | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total liabilities and members’ equity |
$ | 437,235 | $ | 285,843 | $ | 151,392 | 53.0% | |||||||||
|
|
|
|
|
|
|
|
June 30, 2021 |
December 31, 2020 |
|||||||
(In thousands) |
||||||||
Unrestricted cash |
$ | 55,253 | $ | 25,601 | ||||
Undrawn debt |
$ | 223,160 | $ | 338,108 |
Six Months Ended June 30, |
Change |
|||||||||||||||
2021 |
2020 |
$ |
% |
|||||||||||||
(In thousands, except % change) |
||||||||||||||||
Net cash provided by operating activities |
$ | 84,837 | $ | 98,917 | $ | (14,080 | ) | (14.2% | ) | |||||||
Net cash (used in) investing activities |
(47,878 | ) | (7,628 | ) | (40,250 | ) | 527.6% | |||||||||
Net cash provided by (used in) financing activities |
38,163 | (42,960 | ) | 81,123 | 188.8% | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net increase in cash, cash equivalents and restricted cash |
$ | 75,122 | $ | 48,329 | $ | 26,793 | 55.4% | |||||||||
|
|
|
|
|
|
|
|
Purpose |
Borrower |
Borrowing Capacity |
June 30, 2021 |
December 31, 2020 |
Interest Rate as of June 30, 2021 |
Maturity Date |
||||||||||||||
Secured Borrowing |
Opportunity Funding SPE II, LLC | $ | 56,460 | $ | 17,649 | $ | 16,025 | 15.00% | 10/2021 | |||||||||||
|
|
|
|
|
|
|||||||||||||||
Senior debt |
||||||||||||||||||||
Revolving line of credit |
Opportunity Financial, LLC | $ | — | $ | — | $ | 5,000 | LIBOR + 2.50% |
02/2022 | |||||||||||
Revolving line of credit |
Opportunity Funding SPE III, LLC | 175,000 | 87,500 | 59,200 | LIBOR + 6.00% |
01/2024 | ||||||||||||||
Revolving line of credit |
Opportunity Funding SPE V, LLC | 75,000 | 37,500 | 24,222 | LIBOR + 7.25% |
04/2023 | ||||||||||||||
Revolving line of credit |
Opportunity Funding SPE VI, LLC | 50,000 | 25,000 | 16,148 | LIBOR + 7.25% |
04/2023 | ||||||||||||||
Revolving line of credit |
Opportunity Funding SPE IV, LLC | 25,000 | 8,300 | 12,506 | LIBOR + 4.25% |
09/2021 | ||||||||||||||
|
|
|
|
|
|
|||||||||||||||
Total revolving lines of credit |
$ | 325,000 | $ | 158,300 | $ | 117,076 | ||||||||||||||
|
|
|
|
|
|
|||||||||||||||
Term loan, net |
Opportunity Financial, LLC | 50,000 | 48,344 | 14,650 | LIBOR + 10.00% |
03/2025 | ||||||||||||||
|
|
|
|
|
|
|||||||||||||||
Total senior debt |
$ | 375,000 | $ | 206,644 | $ | 131,726 | ||||||||||||||
|
|
|
|
|
|
|||||||||||||||
Subordinated debt |
Opportunity Financial, LLC | $ | — | $ | — | $ | 4,000 | 14.00% | 12/2023 | |||||||||||
|
|
|
|
|
|
|||||||||||||||
Other debt |
Opportunity Financial, LLC | $ | 6,354 | $ | 6,354 | $ | 6,354 | 1.00% | 04/2022 | |||||||||||
|
|
|
|
|
|
• | During 2017, Opportunity Funding SPE II, LLC entered into a preferred return agreement. Per the terms of the agreement, the finance receivables are grouped into quarterly pools. Collections are distributed on a pro rata basis after the payout of expenses to back-up servicer, servicer and other relevant parties. This agreement is secured by the assets of Opportunity Funding SPE II, LLC. The receivables are transferred to Opportunity Funding SPE II, LLC and OppWin LLC by Opportunity Financial, LLC, which has provided representations and warranties in connection with such sale. The agreement is subject to various financial covenants. |
• | During 2018, the SPE II, LLC preferred return agreement was amended. Opportunity Funding SPE II, LLC sells a 97.5 percent interest of certain unsecured finance receivables to the unrelated third party. Per the revised agreement, the unrelated third party earns a preferred return of 15 percent and a performance fee after the preferred return has been satisfied. The initial agreement expired August 1, 2018 and was then extended for one year. The agreement provides for two consecutive options to renew the purchase period for eighteen months. The unrelated third party exercised the first option, which provides a $65.0 million purchase commitment by the unrelated third party. After satisfaction of the purchase commitment, the agreement provides for a third option for an additional $100.0 million purchase commitment. |
• | In May 2020, the SPE II, LLC preferred return agreement was amended. The unrelated third party exercised the option, which provides an additional $100.0 million purchase commitment, resulting in a total $165.0 million purchase commitment by the unrelated third party, of which $108.5 million and $79.8 million of finance receivables have been purchased with an active secured borrowing balance of $17.6 million and $16.0 million as of June 30, 2021 and December 31, 2020, respectively. Interest expense related to this facility was $0.5 million and $0.4 million for the three months ended June 30, 2021 and 2020, respectively, and $1.4 million and $1.1 million for the six months ended June 30, 2021 and 2020, respectively. Additionally, OppFi has capitalized $0.2 million in debt issuance costs in connection with this transaction. Amortized debt issuance costs was $0.1 million and $0.1 million for the three months ended June 30, 2021 and 2020, respectively, and $0.1 million and $0.1 million for the six months ended June 30, 2021 and 2020, respectively. As of June 30, 2021 and December 31, 2020, the remaining balance of unamortized debt issuance costs associated with this facility was $0.1 million and $0.1 million, respectively. |
• | On August 13, 2018, OppFi entered into a corporate credit agreement with a maximum available amount of $10.0 million. Interest is payable monthly. The facility is secured by OppFi’s assets and certain brokerage assets made available by the Schwartz Capital Group (SCG), a related party. The agreement is subject to various financial covenants. On August 6, 2020, the corporate credit agreement was amended, and the maturity date was extended to February 2022. |
• | On March 23, 2021, the borrowings under this revolving corporate credit agreement were paid in full. Subsequent to repayment, OppFi terminated the revolving credit agreement. Interest expense paid related to the revolving credit agreement totaled $0.1 million for the three months ended June 30, 2020. Interest expense paid related to the revolving credit agreement totaled $0.1 million and $0.1 million for the six months ended June 30, 2021 and 2020, respectively. Additionally, OppFi has capitalized $0.3 million in debt issuance costs in connection with this transaction. For the three months ended June 30, 2021 and 2020, there were no amortized debt issuance costs. For the six months ended June 30, 2021 and 2020, amortized debt issuance costs were $0.1 million and $0.1 million, respectively. As of December 31, 2020, the remaining balance of unamortized debt issuance costs associated with the facility was $0.1 million. |
• | On January 23, 2018, Opportunity Funding SPE III, LLC entered into a revolving line of credit agreement that provides maximum borrowings of $75.0 million. Interest is payable monthly. Borrowings are secured by the assets of Opportunity Funding SPE III, LLC. Opportunity Financial, LLC provides certain representations and warranties. The line of credit agreement is subject to a borrowing base threshold and various financial covenants, including maintaining a minimum tangible net worth and maximum senior debt to equity. |
• | On January 31, 2020, the revolving line of credit agreement was amended to increase the aggregate commitment to $175.0 million. The amendment also changes the interest rate to one-month LIBOR plus 6 percent with a 2 percent LIBOR floor. The agreement matures in January 2024. |
• | Interest expense related to this facility was $1.9 million and $2.0 million for the three months ended June 30, 2021 and 2020, respectively, and $3.2 million and $4.5 million for the six months ended June 30, 2021 and 2020, respectively. Additionally, OppFi has capitalized $2.1 million in debt issuance costs in connection with this transaction. Amortized debt issuance costs was $0.2 million and $0.2 million for the three months ended June 30, 2021 and 2020, respectively, and $0.4 million and $0.4 million for the six months ended June 30, 2021 and 2020, respectively. As of June 30, 2021 and December 31, 2020, the remaining balance of unamortized debt issuance costs associated with the facility was $1,118 and $1,453, respectively. |
• | In April 2019, Opportunity Funding SPE V, LLC entered into a revolving line of credit agreement that provides maximum borrowings of $75.0 million. Interest is payable monthly. Borrowings are secured by the assets of Opportunity Funding SPE V, LLC. Opportunity Financial, LLC provides certain representations and warranties related to the debt. The line of credit agreement is subject to a borrowing base and various financial covenants, including maintaining a minimum tangible net worth and restrictions related to dividend payments. Interest expense related to this facility was $1.0 million and $0.9 million for the three months ended June 30, 2021 and 2020, respectively, and $1.6 million and $2.0 million for the six months ended June 30, 2021 and 2020, respectively. Additionally, OppFi has capitalized $1.2 million in debt issuance costs in connection with this transaction. Amortized debt issuance costs was $0.1 million and $0.1 million for the three months ended June 30, 2021 and 2020, respectively, and $0.2 million and $0.2 million for the six months ended June 30, 2021 and 2020, respectively. As of June 30, 2021 and December 31, 2020, the remaining balance of unamortized debt issuance costs associated with this facility was $0.3 million and $0.5 million, respectively. |
• | In April 2019, Opportunity Funding SPE VI, LLC entered into a revolving line of credit agreement that provides maximum borrowings of $50.0 million. Interest is payable monthly. Borrowings are secured by the assets of Opportunity Funding SPE VI, LLC. Opportunity Financial, LLC provides certain representations and warranties related to the debt. The line of credit agreement is subject to a borrowing base and various financial covenants, including maintaining a minimum tangible net worth and restrictions related to dividend payments. Interest expense related to this facility was $0.6 million and $0.6 million for the three months ended June 30, 2021 and 2020, respectively, and $1.0 million and $1.3 million for the six months ended June 30, 2021 and 2020, respectively. Additionally, OppFi has capitalized $0.9 million in debt issuance costs in connection with this transaction. Amortized debt issuance costs was $0.1 million and $0.1 million for the three months ended June 30, 2021 and 2020, respectively, and $0.2 million and $0.2 million for the six months ended June 30, 2021 and 2020, respectively. As of June 30, 2021 and December 31, 2020, the remaining balance of debt issuance costs associated with this facility was $0.3 million and $0.4 million, respectively. |
• | In August 2019, Opportunity Funding SPE IV, LLC entered into a revolving line of credit agreement that provides maximum borrowings of $25.0 million. Interest is payable monthly. Borrowings are secured by the assets of Opportunity Funding SPE IV, LLC. Opportunity Financial, LLC provides certain representations and warranties related to the debt, as well as a guaranty. The line of credit agreement is subject to a borrowing base and various financial covenants, including maintaining a minimum tangible net worth and restrictions related to dividend payments. Interest expense related to this facility was $0.1 million and $0.1 million for the three months ended June 30, 2021 and 2020, respectively, and $0.2 million and $0.3 million for the six months ended June 30, 2021 and 2020, respectively. Additionally, OppFi has capitalized $0.6 million in debt issuance costs in connection with this transaction. Amortized debt issuance costs was $0.2 million and $0.1 million for the three months ended June 30, 2021 and 2020, respectively, and $0.2 million and $0.1 million for the six months ended June 30, 2021 and 2020, respectively. As of June 30, 2021 and December 31, 2020, the remaining balance of unamortized debt issuance costs associated with this facility was $0.1 million and $0.1 million, respectively. |
• | In November 2018, Opportunity Financial, LLC entered into a $25.0 million senior secured multi-draw term loan agreement, which is secured by a senior secured claim on Opportunity Financial, LLC’s assets and a second lien interest in the receivables owned by Opportunity Funding SPE III, LLC, Opportunity Funding SPE V, LLC, and Opportunity Funding SPE VI, LLC. Interest is payable monthly. The loan agreement is subject to various financial covenants. Per the terms of the loan agreement, Opportunity Financial, LLC has issued warrants to the lender. In April 2020, OppFi exercised an option to increase the facility commitment amount to $50.0 million. |
• | On March 23, 2021, the senior secured multi-draw term loan agreement was amended to decrease the interest rate from LIBOR plus 14% to LIBOR plus 10% and extend the maturity date to March 23, 2025. On March 30, 2021, OppFi drew the remaining $35.0 million available commitment. As of June 30, 2021 and December 31, 2020, the outstanding balances of $50.0 million and $15.0 million are net of unamortized discount of $0.1 million and $0.1 million, respectively, and unamortized debt issuance costs of $1.6 million and $0.3 million, respectively. Interest expense related to this facility was $1.5 million and $0.7 million for the three months ended June 30, 2021 and 2020, respectively, and $2.2 million and $1.3 million for the six months ended June 30, 2021 and 2020, respectively. Additionally, OppFi has capitalized $2.3 million in debt issuance costs in connection with this transaction. Amortized debt issuance costs was $0.1 million and $0.1 million for the three months ended June 30, 2021 and 2020, respectively, and $0.2 million and $0.1 million for the six months ended June 30, 2021 and 2020, respectively. |
• | On August 6, 2021, OppFi entered into an amendment to the credit agreement with an unrelated third party for Opportunity Funding SPE IV, LLC which, among other things, extends the scheduled termination date of the credit agreement from August 19, 2021 to September 30, 2021 and amends certain of the financial covenants in the credit agreement. |
• | OppFi had an unsecured line of credit agreement with SCG, a related party, with a maximum available amount of $4.0 million. Interest due on this facility is paid quarterly, and the outstanding balance is due at maturity. Subordinated debt is subject to the same debt covenants as senior debt facilities. On March 30, 2021, the borrowings under this unsecured line of credit agreement were paid in full and the facility was terminated. Interest expense related to this related party transaction was $0.1 million for the three months ended June 30, 2020. Interest expense was $0.1 million and $0.3 million for the six months ended June 30, 2021 and 2020, respectively. |
• | On April 13, 2020, OppFi obtained an unsecured loan in the amount of $6.4 million from a bank in connection with the U.S. Small Business Administration’s (SBA) Paycheck Protection Program (the PPP Loan). Pursuant to the Paycheck Protection Program, all or a portion of the PPP Loan may be forgiven if OppFi uses the proceeds of the PPP Loan for its payroll costs and other expenses in accordance with the requirements of the Paycheck Protection Program. OppFi used the proceeds of the PPP Loan for payroll costs and other covered expenses and sought full forgiveness of the PPP Loan, but there can be no assurance that OppFi will obtain any forgiveness of the PPP Loan. |
• | If the PPP Loan is not fully forgiven, OppFi will remain liable for the full and punctual payment of the outstanding principal balance plus accrued and unpaid interest. OppFi submitted the forgiveness application on November 14, 2020. The SBA has not completed its review of OppFi’s eligibility for forgiveness. If the SBA determines that the loan is not fully forgiven, the first payment would be due no earlier than 30 days after the date a decision is reached on the loan forgiveness. Interest accrued and expensed related to this unsecured loan was $0.1 million for the three months ended June 30, 2021 and $0.1 million for the six months ended June 30, 2021. |
Name |
Age |
Position(s) | ||||
Todd Schwartz |
39 | Executive Chairman of the Board of Directors, Class III Director | ||||
Theodore Schwartz |
67 | Class I Director | ||||
Jared Kaplan |
41 | Chief Executive Officer, Class II Director | ||||
Christina Favilla |
54 | Class I Director | ||||
Jocelyn Moore |
45 | Class I Director | ||||
David Vennettilli |
33 | Class III Director | ||||
Greg Zeeman |
52 | Class II Director | ||||
Neville Crawley |
42 | President | ||||
Shiven Shah |
43 | Chief Financial Officer | ||||
Salvador Hazday |
50 | Chief Operating Officer | ||||
Christopher McKay |
44 | Chief Risk and Analytics Officer | ||||
Pamela Johnson |
60 | Chief Accounting Officer |
• | the Class I directors, whose terms will expire in 2022, are Christina Favilla, Jocelyn Moore and Theodore Schwartz; |
• | the Class II directors, whose terms will expire in 2023, are Jared Kaplan and Greg Zeeman; and |
• | the Class III directors, whose terms will expire in 2024, are David Vennettilli and Todd Schwartz. |
• | assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent registered public accounting firm’s qualifications and independence, and (4) the performance of our internal audit function and independent registered public accounting firm, the appointment, compensation, retention, replacement, and oversight of the work of the independent auditors and any other independent registered public accounting firm engaged by us; |
• | pre-approving all audit and non-audit services to be provided by the independent auditors or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; reviewing and discussing with the independent registered public accounting firm all relationships the auditors have with us in order to evaluate their continued independence; |
• | setting clear policies for audit partner rotation in compliance with applicable laws and regulations; obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (1) the independent registered public accounting firm’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues; |
• | meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent auditor, including reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and |
• | reviewing with management, the independent, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities. |
• | reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation; |
• | reviewing and making recommendations to our board of directors with respect to the compensation, and any incentive compensation and equity-based plans that are subject to board approval of all of our other officers; |
• | reviewing our executive compensation policies and plans; |
• | implementing and administering our incentive compensation equity-based remuneration plans; |
• | assisting management in complying with our proxy statement and annual report disclosure requirements; |
• | approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees; |
• | if required, producing a report on executive compensation to be included in our annual proxy statement; and |
• | reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. |
• | identifying, evaluating and selecting, or making recommendations to the Board regarding, nominees for election to the Board and its committees; |
• | evaluating the performance of the Board and of individual directors; |
• | considering, and making recommendations to the Board regarding the composition of the Board and its committees; |
• | reviewing developments in corporate governance practices; |
• | evaluating the adequacy of the corporate governance practices and reporting; |
• | overseeing our corporate governance policies and reporting; |
• | reviewing related person transactions; and |
• | developing, and making recommendations to the Board regarding, corporate governance guidelines and matters. |
• | Jared Kaplan, Chief Executive Officer |
• | Shiven Shah, Chief Financial Officer |
• | Salvador Hazday, Chief Operating Officer |
Name and principal position |
Year |
Salary ($) |
Bonus ($) |
Profits Interest Awards ($) (1) |
Non- Equity Incentive Plan Awards ($) |
All other compensation ($) (2) |
Total ($) |
|||||||||||||||||||||
Jared Kaplan |
||||||||||||||||||||||||||||
Chief Executive Officer |
2020 | $ | 441,346 | — | $ | 61,002 | $ | 450,707 | $ | 11,400 | $ | 964,455 | ||||||||||||||||
Shiven Shah |
||||||||||||||||||||||||||||
Chief Financial Officer |
2020 | $ | 311,538 | — | $ | 8,938 | $ | 225,000 | $ | 11,400 | $ | 556,876 | ||||||||||||||||
Salvador Hazday |
||||||||||||||||||||||||||||
Chief Operating Officer |
2020 | $ | 337,404 | — | $ | 9,141 | $ | 185,250 | $ | 11,400 | $ | 543,194 |
(1) | The amounts in this column reflect the aggregate grant date fair value of profits interest awards calculated in accordance with FASB ASC Topic 718. |
(2) | The amount in this column represents OppFi’s matching contributions to the named executive officer’s 401(k) plan account. |
Stock Awards |
||||||||||||
Name |
Grant Date |
Equity Incentive Plan Awards: Number of Profits Interest Awards that have Not Vested (#) |
Equity Incentive Plan Awards: Market Value of Profits Interest Awards that have Not Vested ($) (*) |
|||||||||
Jared Kaplan |
12/10/2015 | 1,002,050 | (1) |
$ | 20,041 | |||||||
6/8/2020 | 1,173,108 | (2) |
$ | 164,235 | ||||||||
Shiven Shah |
5/31/2017 | 542,777 | (3) |
$ | 43,422 | |||||||
Salvador Hazday |
10/4/2017 | 225,070 | (4) |
$ | 18,006 |
(*) | As there was no public market for our Class A Shares on December 31, 2020, the amounts in this column reflect the aggregate grant date fair value of the profits interest awards calculated in accordance with FASB ASC Topic 718. |
(1) | Represents unvested Class A Shares subject to a Management Profits Interest Agreement entered into with OppFi as of December 10, 2015 and amended as of January 1, 2020, pursuant to which Mr. Kaplan acquired 3,006,150 Class A Shares subject to the following vesting criteria: (i) as to 751,538 Class A Shares in one installment on the first anniversary of the grant date, and (ii) as to the other 2,254,613 Class A Shares, in equal installments of 62,628 Class A Shares each on the monthly anniversary of the grant date through the fourth anniversary of the grant date. The remaining 1,002,050 Class A Shares vested in connection with the Business Combination. |
(2) | Represents unvested Class A Shares subject to a Management Profits Interest Agreement entered into with OppFi as of June 8, 2020, pursuant to which Mr. Kaplan acquired 1,608,834 Class A Shares subject to the following vesting criteria: (i) as to 402,209 Class A Shares in one installment on November 1, 2020, and (ii) as to the other 1,206,625 Class A Shares, in equal installments of 33,517 Class A Shares each beginning on December 1, 2020 and on the first day of each calendar month thereafter through November 1, 2023. Unvested Class A Shares will vest upon a Sale of the Company. |
(3) | Represents unvested Class A Shares subject to a Management Profits Interest Agreement entered into with OppFi as of May 31, 2017 and amended as of January 1, 2020, pursuant to which Mr. Shah acquired 1,002,050 Class A Shares subject to the following vesting criteria: 501,025 Class A Shares will vest as follows: (i) as to 125,257 Class A Shares in one installment on April 3, 2018, and (ii) as to the other 375,768 Class A Shares, in equal installments of 10,438 Class A Shares each beginning on May 1, 2018 and on the first day of each calendar month thereafter through April 1, 2021. The remaining 501,025 Class A Shares will vest upon the earlier to occur of the Performance Vesting Triggers, which is expected to occur prior to the Closing of the business combination. |
(4) | Represents unvested Class A Shares subject to a Management Profits Interest Agreement entered into with OppFi as of October 4, 2017 and amended as of January 1, 2020, pursuant to which Mr. Hazday acquired 626,281 Class A Shares subject to the following vesting criteria: 626,281 Class A Shares will vest as follows: (i) as to 117,415 Class A Shares in one installment on July 16, 2018, and (ii) as to the other 352,296 Class A Shares, in equal installments of 9,786 Class A Shares each beginning on August 1, 2018 and on the first day of each calendar month thereafter through July 1, 2021. The remaining 156,570 Class A Shares will vest upon the earlier to occur of the Performance Vesting Triggers. |
• | FGNA or OppFi have been or are to be a participant; |
• | the amounts involved exceeded or exceeds the lesser of (i) $120,000 or (ii) 1% of the average of our total assets on a consolidated basis at year end for the past two fiscal years; and |
• | any of our directors, executive officers or holders of more than 5% of our outstanding capital stock, or any immediate family member of, or person sharing the household with, any of these individuals or entities, had or will have a direct or indirect material interest. |
• | each person who is known by us to be the beneficial owner of more than five percent (5%) of the outstanding shares of the Class A Common Stock; |
• | each of our executive officers and directors; and |
• | our executive officers and directors as a group. |
Name of Beneficial Owners (1) |
Number of Shares Beneficially Owned |
Percentage of Outstanding Common Stock |
||||||
Directors and Executive Officers: |
||||||||
Todd Schwartz (2) |
96,500,243 | 87.7 | % | |||||
Theodore Schwartz (3) |
33,659,058 | 30.6 | % | |||||
Jared Kaplan (4) |
8,462,035 | 7.7 | % | |||||
Christina Favilla |
— | — | ||||||
Jocelyn Moore |
— | — | % | |||||
David Vennettilli (5) |
195,076 | * | % | |||||
Greg Zeeman |
— | — | ||||||
Neville Crawley |
— | — | ||||||
Shiven Shah (6) |
1,775,396 | 1.6 | % | |||||
Salvador Hazday (7) |
1,109,622 | 1.0 | % | |||||
Christopher McKay (8) |
1,963,075 | 2.0 | % | |||||
Pamela Johnson |
— | — | ||||||
All directors and executive officers as a group (12 individuals) |
83,483,712 | 87.7 | % | |||||
Five Percent Holders: |
||||||||
OppFi Shares, LLC (9) |
96,500,243 | 87.7 | % | |||||
Todd Schwartz Capital Group (2) |
33,683,095 | 30.6 | % | |||||
LTHS Capital Group (3) |
33,659,058 | 30.6 | % |
* | Less than one percent |
(1) | Unless otherwise indicated, the business address of each of the individuals and entities is 130 E. Randolph Street, Suite 3400, Chicago, Illinois 60601. |
(2) | Represents 96,500,243 shares of Class V Voting Stock held of record by OFS (including 25,500,000 shares of Class V Voting Stock that correspond to an equivalent number of Earnout Units), which has voting power over such shares of Class V Common Stock and which is 100% owned by TGS Revocable Trust, whose sole trustee is Todd Schwartz. The shares of Class V Voting Stock held of record by OFS include (i) 33,683,095 shares of Class V Voting Stock that correspond to an equivalent number of Retained OppFi Units (including 8,856,010 Earnout Units) held indirectly by Todd Schwartz through Todd Schwartz Capital Group LP, of which Todd Schwartz is the general partner, and (ii) 2,636,355 shares of Class V Voting Stock that correspond to an equivalent number of Retained OppFi Units (including 693,155 Earnout Units) held indirectly by Todd Schwartz through MCS 2017 Trust fbo Todd Schwarz, of which Todd Schwartz is the sole trustee and sole beneficiary. Todd Schwartz disclaims beneficial ownership of the Retained OppFi Units held by Todd Schwartz Capital Group LP, except to the extent of his pecuniary interest therein. The business address of Todd Schwartz is c/o TCS Group, LLC, One North Wacker Drive, Suite 3605, Chicago, IL 60606. |
(3) | Represents shares of Class V Voting Stock that correspond to an equivalent number of Retained OppFi Units (including 8,849,693 Earnout Units) held indirectly by Theodore Schwartz through LTHS Capital Group LP, of which Theodore Schwartz is the general partner. Theodore Schwartz disclaims beneficial ownership of the Retained OppFi Units held by LTHS Capital Group LP, except to the extent of his pecuniary interest therein. The business address of Theodore Schwartz is c/o TCS Group, LLC, One North Wacker Drive, Suite 3605, Chicago, IL 60606. |
(4) | Represents (i) 7,681,733 shares of Class V Voting Stock that correspond to an equivalent number of Retained OppFi Units (including 2,019,694 Earnout Units and 85,977 Retained OppFi Units subject to certain vesting provisions) held indirectly by Jared Kaplan through OppFi Management Holdings, LLC (“OFMH”), which is a member of OppFi and of which Mr. Kaplan is a member, and (ii) 780,302 shares of Class V Voting Stock that correspond to an equivalent number of Retained OppFi Units (including 205,158 Earnout Units) held indirectly by Mr. Kaplan through JSK Management Holdings, LLC, of which Mr. Kaplan is the sole member. |
(5) | Represents shares of Class V Voting Stock that correspond to an equivalent number of Retained OppFi Units (including 51,290 Earnout Units) held indirectly by David Vennettilli through DAV 513 Revocable Trust, of which Mr. Vennettilli is the sole trustee and sole beneficiary. The business address of Mr. Vennettilli is c/o TCS Group, LLC, One North Wacker Drive, Suite 3605, Chicago, IL 60606. |
(6) | Represents 1,775,396 shares of Class V Voting Stock that correspond to an equivalent number of Retained OppFi Units (including 466,790 Earnout Units) held indirectly by Shiven Shah through OFMH, which is a member of OppFi and of which Mr. Shah is a member. |
(7) | Represents 1,109,622 shares of Class V Voting Stock that correspond to an equivalent number of Retained OppFi Units (including 291,744 Earnout Units) held indirectly by Salvador Hazday through OFMH, which is a member of OppFi and of which Mr. Hazday is a member. |
(8) | Represents 1,963,075 shares of Class V Voting Stock that correspond to an equivalent number of Retained OppFi Units (including 516,135 Earnout Units and 44,438 Retained OppFi Units subject to certain vesting conditions) held indirectly by Christopher McKay through OFMH, which is a member of OppFi and of which Mr. McKay is a member. |
(9) | All shares of Class V Voting Stock are held of record by OFS, which has voting power over such shares of Class V Common Stock and which is 100% owned by TGS Revocable Trust, whose sole trustee is Todd Schwartz. |
Common Stock Beneficially Owned After the Offered Shares of Common Stock are Sold |
Private Placement Warrants Beneficially Owned After the Offered Private Placement Warrants are Sold |
|||||||||||||||||||||||||||||||
Name of Selling Securityholder |
Shares of Common Stock Beneficially Owned Prior to Offering |
Private Placement Warrants Beneficially Owned Prior to Offering |
Shares of Class A Common Stock Offered |
Private Placement Warrants Offered |
Number |
Percent |
Number |
Percent |
||||||||||||||||||||||||
FG New America Investors LLC (1) |
6,048,750 | 3,392,500 | 6,048,750 | 3,392,500 | — | — | — | — | ||||||||||||||||||||||||
Fordham Financial Management Inc. (2) |
17,860 | 5,973 | 17,860 | 5,973 | — | — | — | — | ||||||||||||||||||||||||
Piper Sandler & Co. (3) |
89,157 | 29,719 | 89,157 | 29,719 | — | — | — | — | ||||||||||||||||||||||||
Ramnarain Jaigobind (4) |
26,400 | 8,800 | 8,800 | 8,800 | 17,600 | * | — | — | ||||||||||||||||||||||||
Chirag Choudhary (5) |
7,924 | 2,641 | 2,641 | 2,641 | 5,283 | * | — | — | ||||||||||||||||||||||||
Priyanka Mahajan (6) |
9,271 | 3,090 | 3,090 | 3,090 | 6,181 | * | — | — | ||||||||||||||||||||||||
Craig Skop (7) |
4,591 | 1,530 | 1,530 | 1,530 | 3,061 | * | — | — | ||||||||||||||||||||||||
Kevin Mangan (8) |
10,431 | 3,477 | 3,477 | 3,477 | 6,954 | * | — | — | ||||||||||||||||||||||||
Eric Lord (9) |
12,036 | 4,012 | 4,012 | 4,012 | 8,024 | * | — | — | ||||||||||||||||||||||||
Nelson Baquet (10) |
89 | 89 | 89 | 89 | — | — | — | — | ||||||||||||||||||||||||
Maria Robles (11) |
44 | 44 | 44 | 44 | — | — | — | — | ||||||||||||||||||||||||
Jeffrey Singer (12) |
89 | 89 | 89 | 89 | — | — | — | — | ||||||||||||||||||||||||
Larry G Swets Jr. (13) |
6,378,750 | — | 300,000 | — | 20,000 | — | — | — | ||||||||||||||||||||||||
D. Kyle Cerminara (14) |
6,304,642 | — | 250,000 | — | 5,892 | — | — | — | ||||||||||||||||||||||||
Joseph Hugh Moglia (15) |
6,348,750 | — | 300,000 | — | — | — | — | — | ||||||||||||||||||||||||
Hassan Baqar (16) |
205,500 | — | 200,000 | — | 1,000 | — | — | — |
Common Stock Beneficially Owned After the Offered Shares of Common Stock are Sold |
Private Placement Warrants Beneficially Owned After the Offered Private Placement Warrants are Sold |
|||||||||||||||||||||||||||||||
Name of Selling Securityholder |
Shares of Common Stock Beneficially Owned Prior to Offering |
Private Placement Warrants Beneficially Owned Prior to Offering |
Shares of Class A Common Stock Offered |
Private Placement Warrants Offered |
Number |
Percent |
Number |
Percent |
||||||||||||||||||||||||
Nicholas Spencer Rudd (17) |
100,000 | — | 100,000 | — | — | — | — | — | ||||||||||||||||||||||||
Robert Christopher Weeks (18) |
100,000 | — | 100,000 | — | — | — | — | — | ||||||||||||||||||||||||
Atalaya Special Opportunities Fund (Cayman) VII LP (19) |
228,800 | — | 228,800 | — | — | — | — | — | ||||||||||||||||||||||||
Atalaya Special Opportunities Fund VII LP (20) |
431,713 | — | 431,713 | — | — | — | — | — | ||||||||||||||||||||||||
Todd Schwartz Capital Group LP (21) |
33,683,095 | — | 33,683,095 | — | — | — | — | — | ||||||||||||||||||||||||
DAV 513 Revocable Trust (22) |
195,076 | — | 195,076 | — | — | — | — | — | ||||||||||||||||||||||||
JSK Management Holdings, LLC (23) |
780,302 | — | 780,302 | — | — | — | — | — | ||||||||||||||||||||||||
LTHS Capital Group LP (24) |
33,659,058 | — | 33,659,058 | — | — | — | — | — | ||||||||||||||||||||||||
MCS 2017 Trust FBO Tracy Ward (25) |
2,636,355 | — | 2,636,355 | — | — | — | — | — | ||||||||||||||||||||||||
MCS 2017 Trust FBO Todd Schwartz (26) |
2,636,355 | — | 2,636,355 | — | — | — | — | — | ||||||||||||||||||||||||
Ward Capital Group LP (27) |
4,659,158 | — | 4,659,158 | — | — | — | — | — | ||||||||||||||||||||||||
Bruce Hammersly (28) |
622,204 | — | 622,204 | — | — | — | — | — |
Common Stock Beneficially Owned After the Offered Shares of Common Stock are Sold |
Private Placement Warrants Beneficially Owned After the Offered Private Placement Warrants are Sold |
|||||||||||||||||||||||||||||||
Name of Selling Securityholder |
Shares of Common Stock Beneficially Owned Prior to Offering |
Private Placement Warrants Beneficially Owned Prior to Offering |
Shares of Class A Common Stock Offered |
Private Placement Warrants Offered |
Number |
Percent |
Number |
Percent |
||||||||||||||||||||||||
Ray Chay (29) |
913,864 | — | 913,864 | — | — | — | — | — | ||||||||||||||||||||||||
Jessica LaForte (30) |
40,186 | — | 40,186 | — | — | — | — | — | ||||||||||||||||||||||||
Inoh Choe (31) |
9,227 | — | 9,227 | — | — | — | — | — | ||||||||||||||||||||||||
Jeremiah Kaye (32) |
7,998 | — | 7,998 | — | — | — | — | — | ||||||||||||||||||||||||
CJ Newton (33) |
41,536 | — | 41,536 | — | — | — | — | — | ||||||||||||||||||||||||
Jared Kaplan (34) |
7,681,733 | — | 7,681,733 | — | — | — | — | — | ||||||||||||||||||||||||
Chris McKay (35) |
1,963,075 | — | 1,963,075 | — | — | — | — | — | ||||||||||||||||||||||||
John O’Reilly (36) |
1,029,768 | — | 1,029,768 | — | — | — | — | — | ||||||||||||||||||||||||
Carl Busse (37) |
184,760 | — | 184,760 | — | — | — | — | — | ||||||||||||||||||||||||
Matt Gomes (38) |
44,294 | — | 44,294 | — | — | — | — | — | ||||||||||||||||||||||||
Sean David-Bos (39) |
44,294 | — | 44,294 | — | — | — | — | — | ||||||||||||||||||||||||
Dan Altman (40) |
44,294 | — | 44,294 | — | — | — | — | — | ||||||||||||||||||||||||
Braden Davidson (41) |
44,294 | — | 44,294 | — | — | — | — | — | ||||||||||||||||||||||||
Natasha Anand (42) |
44,294 | — | 44,294 | — | — | — | — | — | ||||||||||||||||||||||||
Lane Kareska (43) |
44,294 | — | 44,294 | — | — | — | — | — | ||||||||||||||||||||||||
John McCormack (44) |
44,294 | — | 44,294 | — | — | — | — | — | ||||||||||||||||||||||||
Shiven Shah (45) |
1,775,396 | — | 1,775,396 | — | — | — | — | — | ||||||||||||||||||||||||
Dan Fell (46) |
221,470 | — | 221,470 | — | — | — | — | — |
Common Stock Beneficially Owned After the Offered Shares of Common Stock are Sold |
Private Placement Warrants Beneficially Owned After the Offered Private Placement Warrants are Sold |
|||||||||||||||||||||||||||||||
Name of Selling Securityholder |
Shares of Common Stock Beneficially Owned Prior to Offering |
Private Placement Warrants Beneficially Owned Prior to Offering |
Shares of Class A Common Stock Offered |
Private Placement Warrants Offered |
Number |
Percent |
Number |
Percent |
||||||||||||||||||||||||
Sal Hazday (47) |
1,109,622 | — | 1,109,622 | — | — | — | — | — | ||||||||||||||||||||||||
Andy Pruitt (48) |
763,508 | — | 763,508 | — | — | — | — | — | ||||||||||||||||||||||||
Marv Gurevich (49) |
207,678 | — | 207,678 | — | — | — | — | — | ||||||||||||||||||||||||
Stacee Hasenbalg (50) |
192,580 | — | 192,580 | — | — | — | — | — | ||||||||||||||||||||||||
Karishma Buford (51) |
331,940 | — | 331,940 | — | — | — | — | — | ||||||||||||||||||||||||
Michael Garfinkel (52) |
33,445 | — | 33,445 | — | — | — | — | — | ||||||||||||||||||||||||
Vasili Gerogiannis (53) |
167,224 | — | 167,224 | — | — | — | — | — | ||||||||||||||||||||||||
Eric Hogberg (54) |
33,445 | — | 33,445 | — | — | — | — | — | ||||||||||||||||||||||||
Jeremy Lawler (55) |
33,445 | — | 33,445 | — | — | — | — | — | ||||||||||||||||||||||||
Deenadayalan Narayanaswamy (56) |
66,890 | — | 66,890 | — | — | — | — | — | ||||||||||||||||||||||||
Noelle Osterbur (57) |
33,445 | — | 33,445 | — | — | — | — | — | ||||||||||||||||||||||||
Mark Rogers (58) |
33,445 | — | 33,445 | — | — | — | — | — | ||||||||||||||||||||||||
Jeffrey Russo (59) |
33,445 | — | 33,445 | — | — | — | — | — | ||||||||||||||||||||||||
Andrew Wolford (60) |
33,445 | — | 33,445 | — | — | — | — | — | ||||||||||||||||||||||||
Catie Starr (61) |
50,422 | — | 50,422 | — | — | — | — | — | ||||||||||||||||||||||||
Jason Rosenthal (62) |
18,940 | 18,940 | — | — | — | — | — | |||||||||||||||||||||||||
Michelle Bess (63) |
18,951 | 18,951 | — | — | — | — | — |
Common Stock Beneficially Owned After the Offered Shares of Common Stock are Sold |
Private Placement Warrants Beneficially Owned After the Offered Private Placement Warrants are Sold |
|||||||||||||||||||||||||||||||
Name of Selling Securityholder |
Shares of Common Stock Beneficially Owned Prior to Offering |
Private Placement Warrants Beneficially Owned Prior to Offering |
Shares of Class A Common Stock Offered |
Private Placement Warrants Offered |
Number |
Percent |
Number |
Percent |
||||||||||||||||||||||||
Elizabeth Simer (64) |
114,036 | 114,036 | — | — | — | — | — |
* | Less than one percent |
(1) | Includes (i) 2,656,250 shares of Class A Common Stock, (ii) 2,248,750 Founder Warrants and an equal number of shares of Class A Common Stock underlying such Founder Warrants, (iii) 231,250 Private Placement Unit Warrants and an equal number of shares of Class A Common Stock underlying such Private Placement Unit Warrants and (iv) 912,500 $15 Exercise Price Warrants and an equal number of shares of Class A Common Stock underlying such $15 Exercise Price Warrants. |
(2) | Includes 11,887 shares of Class A Common Stock, 5,973 Warrants and an equal number of shares of Class A Common Stock underlying such Warrants registered hereunder, all of which were previously part of Underwriter Units. |
(3) | Includes 59,438 shares of Class A Common Stock, 29,719 Warrants and an equal number of shares of Class A Common Stock underlying such Warrants registered hereunder, all of which were previously part of Underwriter Units. |
(4) | Includes 17,600 shares of Class A Common Stock not registered hereunder, and 8,800 Warrants and an equal number of shares of Class A Common Stock underlying such Warrants registered hereunder, all of which were previously part of Underwriter Units. |
(5) | Includes 5,283 shares of Class A Common Stock not registered hereunder, and 2,641 Warrants and an equal number of shares of Class A Common Stock underlying such Warrants registered hereunder, all of which were previously part of Underwriter Units. |
(6) | Includes 6,181 shares of Class A Common Stock not registered hereunder, and 3,090 Warrants and an equal number of shares of Class A Common Stock underlying such Warrants registered hereunder, all of which were previously part of Underwriter Units. |
(7) | Includes 3,061 shares of Class A Common Stock not registered hereunder, and 1,530 Warrants and an equal number of shares of Class A Common Stock underlying such Warrants registered hereunder, all of which were previously part of Underwriter Units. |
(8) | Includes 6,954 shares of Class A Common Stock not registered hereunder, and 3,477 Warrants and an equal number of shares of Class A Common Stock underlying such Warrants registered hereunder, all of which were previously part of Underwriter Units. |
(9) | Includes 4,012 Warrants and an equal number of shares of Class A Common Stock underlying such Warrants registered hereunder, all of which were previously part of Underwriter Units. |
(10) | Includes 89 Warrants and an equal number of shares of Class A Common Stock underlying such Warrants registered hereunder, all of which were previously part of Underwriter Units. |
(11) | Includes 44 Warrants and an equal number of shares of Class A Common Stock underlying such Warrants registered hereunder, all of which were previously part of Underwriter Units. |
(12) | Includes 89 Warrants and 89 shares of Class A Common Stock underlying such Warrants registered hereunder, all of which were previously part of Underwriter Units. |
(13) | Includes (i) 300,000 shares of Class A Common Stock registered hereunder that were converted from Founder Shares at the Closing, (ii) 10,000 shares of Class A Common Stock registered hereunder underlying an equal number of Public Warrants, (iii) and 20,000 shares of Class A Common Stock not registered hereunder. Also includes beneficial ownership of (i) 2,656,250 shares of Class A Common Stock held by the Sponsor, (ii) 2,248,750 Founder Warrants and 2,248,750 shares of Class A Common Stock underlying such Founder Warrants held by the Sponsor, (iii) 231,250 Private Placement Unit Warrants and an equal number of shares of Class A Common Stock underlying such Private Placement Unit Warrants and (iv) 912,500 $15 Exercise Price Warrants and 912,500 shares of Class A Common Stock underlying such $15 Exercise Price Warrants held by the Sponsor. Mr. Swets is a manager of the Sponsor and shares voting and investment discretion with respect to the shares of Class A Common Stock held of record by the Sponsor. Mr. Swets disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. |
(14) | Includes (i) 250,000 shares of Class A Common Stock registered hereunder that were converted from Founder Shares at the Closing (ii) and 5,892 shares of Class A Common Stock not registered hereunder. Also includes beneficial ownership of (i) 2,656,250 shares of Class A Common Stock held by the Sponsor, (ii) 2,248,750 Founder Warrants and 2,248,750 shares of Class A Common Stock underlying such Founder Warrants held by the Sponsor, (iii) 231,250 Private Placement Unit Warrants and an equal number of shares of Class A Common Stock underlying such Private Placement Unit Warrants and (iv) 912,500 $15 Exercise Price Warrants and 912,500 shares of Class A Common Stock underlying such $15 Exercise Price Warrants held by the Sponsor. Mr. Cerminara is a manager of the Sponsor and shares voting and investment discretion with respect to the shares of Class A Common Stock held of record by the Sponsor. Mr. Cerminara disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. |
(15) | Includes 300,000 shares of Class A Common Stock registered hereunder that were converted from Founder Shares at the Closing. Also includes beneficial ownership of (i) 2,656,250 shares of Class A Common Stock held by the Sponsor, (ii) 2,248,750 Founder Warrants and 2,248,750 shares of Class A Common Stock underlying such Founder Warrants held by the Sponsor, (iii) 231,250 Private Placement Unit Warrants and an equal number of shares of Class A Common Stock underlying such Private Placement Unit Warrants and (iv) 912,500 $15 Exercise Price Warrants and 912,500 shares of Class A Common Stock underlying such $15 Exercise Price Warrants held by the Sponsor. Mr. Moglia is a manager of the Sponsor and shares voting and investment discretion with respect to the shares of Class A Common Stock held of record by the Sponsor. Mr. Moglia disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. |
(16) | Includes (i) 200,000 shares of Class A Common Stock registered hereunder that were converted from Founder Shares at the Closing, (ii) 1,000 shares of Class A Common Stock registered hereunder underlying an equal number of Public Warrants (iii) and 4,500 shares of Class A Common Stock not registered hereunder. |
(17) | Includes 100,000 shares of Class A Common Stock registered hereunder that were converted from Founder Shares at the Closing. |
(18) | Includes 100,000 shares of Class A Common Stock registered hereunder that were converted from Founder Shares at the Closing. |
(19) | Includes (i) 168,643 shares of Class A Common Stock and (ii) 60,157 shares of Class A Common Stock issuable upon the exchange of an equal number of Earnout Units and the surrender and cancellation of a corresponding number of shares of Class V Voting Stock, all of which shares of Class A Common Stock are registered hereunder. The Earnout Units are subject to certain restrictions and potential forfeiture pending the achievement of certain earnout targets under the Business Combination Agreement. |
(20) | Includes (i) 318,207 shares of Class A Common Stock and (ii) 113,506 shares of Class A Common Stock issuable upon the exchange of an equal number of Earnout Units and the surrender and cancellation of a corresponding number of shares of Class V Voting Stock, all of which shares of Class A Common Stock are registered hereunder. The Earnout Units are subject to certain restrictions and potential forfeiture pending the achievement of certain earnout targets under the Business Combination Agreement. |
(21) | Todd Schwartz, the Chairman of the Board, is the general partner of Todd Schwartz Capital Group LP and may be deemed to beneficially own the securities held by Todd Schwartz Capital Group LP. Includes (i) 24,827,085 shares of Class A Common Stock issuable upon the exchange of an equal number of Retained OppFi Units pursuant to Todd Schwartz Capital Group LP’s Exchange Rights and (ii) 8,856,010 shares of Class A Common Stock issuable upon the exchange of an equal number of Earnout Units issuable upon the surrender and cancellation of a corresponding number of shares of Class V Voting Stock pursuant to Todd Schwartz Capital Group LP’s Exchange Rights, all of which shares of Class A Common Stock are registered hereunder. The Earnout Units are subject to certain restrictions and potential forfeiture pending the achievement of certain earnout targets under the Business Combination Agreement. Excludes 96,500,243 shares of Class V Voting Stock held by OFS, which has sole voting power over such shares of Class V Common Stock. OFS is wholly owned by TGS Revocable Trust, whose sole trustee is Mr. Schwartz. By virtue of these relationships, the reporting person may be deemed to have voting power over the shares of Class V Common Stock held by OFS, and Mr. Schwartz disclaims beneficial ownership over the shares of Class V Common Stock held by OFS except to the extent of his pecuniary interest therein. |
(22) | David Vennettilli, a director, is the sole trustee and sole beneficiary of DAV 513 Revocable Trust. Includes (i) 143,786 shares of Class A Common Stock issuable upon the exchange of an equal number of Retained OppFi Units pursuant to DAV 513 Revocable Trust’s Exchange Rights and (ii) 51,290 shares of Class A Common Stock issuable upon the exchange of an equal number of Earnout Units issuable upon the surrender and cancellation of a corresponding number of shares of Class V Voting Stock pursuant to DAV 513 Revocable Trust’s Exchange Rights, all of which shares of Class A Common Stock are registered hereunder. The Earnout Units are subject to certain restrictions and potential forfeiture pending the achievement of certain earnout targets under the Business Combination Agreement. |
(23) | Jared Kaplan, the Chief Executive Officer of the Company and OppFi, is the sole member of JSK Management Holdings, LLC (“JSK LLC”). Includes (i) 575,144 shares of Class A Common Stock issuable upon the exchange of an equal number of Retained OppFi Units pursuant to JSK LLC’s Exchange Rights and (ii) 205,158 shares of Class A Common Stock issuable upon the exchange of an equal number of Earnout Units issuable upon the surrender and cancellation of a corresponding number of shares of Class V Voting Stock pursuant to JSK LLC’s Exchange Rights, all of which shares of Class A Common Stock are registered hereunder. The Earnout Units are subject to certain restrictions and potential forfeiture pending the achievement of certain earnout targets under the Business Combination Agreement. Excludes 7,681,733 shares of Class A Common Stock issuable upon the exchange of an equal number of Retained OppFi Units held by OFMH (including 2,019,694 Earnout Units) pursuant to Mr. Kaplan’s Exchange Rights. |
(24) | Theodore Schwartz, a director, is the general partner of LTHS Capital Group LP and may be deemed to beneficially own the securities held by LTHS Capital Group LP. Includes (i) 24,809,365 shares of Class A Common Stock issuable upon the exchange of an equal number of Retained OppFi Units pursuant to LTHS Capital Group LP’s Exchange Rights and (ii) 8,849,693 shares of Class A Common Stock issuable upon the exchange of an equal number of Earnout Units issuable upon the surrender and cancellation of a corresponding number of shares of Class V Voting Stock pursuant to LTHS Capital Group LP’s Exchange Rights, all of which shares of Class A Common Stock are registered hereunder. The Earnout Units are subject to certain restrictions and potential forfeiture pending the achievement of certain earnout targets under the Business Combination Agreement. |
(25) | Tracy Ward is the sole trustee and sole beneficiary of MCS 2017 Trust fbo Tracy Ward (“MCS Ward”). Includes (i) 1,943,200 shares of Class A Common Stock issuable upon the exchange of an equal number of Retained OppFi Units pursuant to MCS Ward’s Exchange Rights and (ii) 693,155 shares of Class A Common Stock issuable upon the exchange of an equal number of Earnout Units issuable upon the surrender and cancellation of a corresponding number of shares of Class V Voting Stock pursuant to MCS Ward’s Exchange Rights, all of which shares of Class A Common Stock are registered hereunder. The Earnout Units are subject to certain restrictions and potential forfeiture pending the achievement of certain earnout targets under the Business Combination Agreement. |
(26) | Todd Schwartz, the Chairman of the Board, is the sole trustee and sole beneficiary of MCS 2017 Trust fbo Todd Schwartz (“MCS Schwartz”). Includes (i) 1,943,200 shares of Class A Common Stock issuable upon the exchange of an equal number of Retained OppFi Units pursuant to MCS Schwartz’s Exchange Rights and (ii) 693,155 shares of Class A Common Stock issuable upon the exchange of an equal number of Earnout Units issuable upon the surrender and cancellation of a corresponding number of shares of Class V Voting Stock pursuant to MCS Schwartz’s Exchange Rights, all of which shares of Class A Common Stock are registered hereunder. The Earnout Units are subject to certain restrictions and potential forfeiture pending the achievement of certain earnout targets under the Business Combination Agreement. |
(27) | Tracy Ward is the general partner of Ward Capital Group LP and may be deemed to beneficially own the securities held by Ward Capital Group LP. Includes (i) 3,434,165 shares of Class A Common Stock issuable upon the exchange of an equal number of Retained OppFi Units pursuant to Ward Capital Group LP’s Exchange Rights and (ii) 1,224,993 shares of Class A Common Stock issuable upon the exchange of an equal number of Earnout Units issuable upon the surrender and cancellation of a corresponding number of shares of Class V Voting Stock pursuant to Ward Capital Group LP’s Exchange Rights, all of which shares of Class A Common Stock are registered hereunder. The Earnout Units are subject to certain restrictions and potential forfeiture pending the achievement of certain earnout targets under the Business Combination Agreement. |
(28) | Includes (i) 458,613 shares of Class A Common Stock issuable upon the exchange of an equal number of Retained OppFi Units pursuant to Bruce Hammersley’s Exchange Rights and (ii) 163,591 shares of Class A Common Stock issuable upon the exchange of an equal number of Earnout Units issuable upon the surrender and cancellation of a corresponding number of shares of Class V Voting Stock pursuant to Bruce Hammersley’s Exchange Rights, all of which shares of Class A Common Stock are registered hereunder. |
(29) | Includes (i) 673,589 shares of Class A Common Stock issuable upon the exchange of an equal number of Retained OppFi Units pursuant to Ray Chay’s Exchange Rights and (ii) 240,275 shares of Class A Common Stock issuable upon the exchange of an equal number of Earnout Units issuable upon the surrender and cancellation of a corresponding number of shares of Class V Voting Stock pursuant to Ray Chay’s Exchange Rights, all of which shares of Class A Common Stock are registered hereunder. |
(30) | Includes (i) 29,620 shares of Class A Common Stock issuable upon the exchange of an equal number of Retained OppFi Units pursuant to Jessica LaForte’s Exchange Rights and (ii) 10,566 shares of Class A Common Stock issuable upon the exchange of an equal number of Earnout Units issuable upon the surrender and cancellation of a corresponding number of shares of Class V Voting Stock pursuant to Jessica LaForte’s Exchange Rights, all of which shares of Class A Common Stock are registered hereunder. |
(31) | Includes (i) 6,801 shares of Class A Common Stock issuable upon the exchange of an equal number of Retained OppFi Units pursuant to Inoh Choe’s Exchange Rights and (ii) 2,426 shares of Class A Common Stock issuable upon the exchange of an equal number of Earnout Units issuable upon the surrender and cancellation of a corresponding number of shares of Class V Voting Stock pursuant to Inoh Choe’s Exchange Rights, all of which shares of Class A Common Stock are registered hereunder. |
(32) | Includes (i) 5,895 shares of Class A Common Stock issuable upon the exchange of an equal number of Retained OppFi Units pursuant to Jeremiah Kaye’s Exchange Rights and (ii) 2,103 shares of Class A Common Stock issuable upon the exchange of an equal number of Earnout Units issuable upon the surrender and cancellation of a corresponding number of shares of Class V Voting Stock pursuant to Jeremiah Kaye’s Exchange Rights, all of which shares of Class A Common Stock are registered hereunder. |
(33) | Includes (i) 30,615 shares of Class A Common Stock issuable upon the exchange of an equal number of Retained OppFi Units pursuant to CJ Newton’s Exchange Rights and (ii) 10,921 shares of Class A Common Stock issuable upon the exchange of an equal number of Earnout Units issuable upon the surrender and cancellation of a corresponding number of shares of Class V Voting Stock pursuant to CJ Newton’s Exchange Rights, all of which shares of Class A Common Stock are registered hereunder. |
(34) | Jared Kaplan is the Chief Executive Officer of the Company and OppFi. Includes (i) 5,662,039 shares of Class A Common Stock issuable upon the exchange of an equal number of Retained OppFi Units (including 85,977 Retained OppFi Units, which vest in equal monthly increments through November 1, 2023, subject to Mr. Kaplan’s continued employment) held by OFMH pursuant to Mr. Kaplan’s Exchange Rights and (ii) 205,158 shares of Class A Common Stock issuable upon the exchange of an equal number of Earnout Units held by OFMH issuable upon the surrender and cancellation of a corresponding number of shares of Class V Voting Stock pursuant to Mr. Kaplan’s Exchange Rights, all of which shares of Class A Common Stock are registered hereunder. The Earnout Units are subject to certain restrictions and potential forfeiture pending the achievement of certain earnout targets under the Business Combination Agreement. Excludes 780,302 shares of Class A Common Stock issuable upon the exchange of an equal number of Retained OppFi Units held by JSK (including 205,158 Earnout Units) pursuant to Mr. Kaplan’s Exchange Rights. |
(35) | Includes (i) 1,446,940 shares of Class A Common Stock issuable upon the exchange of an equal number of Retained OppFi Units (including 44,437 Retained OppFi Units, which vest in equal monthly increments through January 1, 2024, subject to Chris McKay’s continued employment) held by OFMH pursuant to Mr. McKay’s Exchange Rights and (ii) 516,135 shares of Class A Common Stock issuable upon the exchange of an equal number of Earnout Units held by OFMH issuable upon the surrender and cancellation of a corresponding number of shares of Class V Voting Stock pursuant to Mr. McKay’s Exchange Rights, all of which shares of Class A Common Stock are registered hereunder. |
(36) | Includes (i) 759,019 shares of Class A Common Stock issuable upon the exchange of an equal number of Retained OppFi Units (including 50,361 Retained OppFi Units, which vest in equal monthly increments through May 2, 2024, subject to John O’Reilly’s continued employment) held by OFMH pursuant to Mr. O’Reilly’s Exchange Rights and (ii) 270,749 shares of Class A Common Stock issuable upon the exchange of an equal number of Earnout Units held by OFMH issuable upon the surrender and cancellation of a corresponding number of shares of Class V Voting Stock pursuant to Mr. O’Reilly’s Exchange Rights, all of which shares of Class A Common Stock are registered hereunder. |
(37) | Includes (i) 136,183 shares of Class A Common Stock issuable upon the exchange of an equal number of Retained OppFi Units held by OFMH pursuant to Carl Busse’s Exchange Rights and (ii) 48,577 shares of Class A Common Stock issuable upon the exchange of an equal number of Earnout Units held by OFMH issuable upon the surrender and cancellation of a corresponding number of shares of Class V Voting Stock pursuant to Mr. Busse’s Exchange Rights, all of which shares of Class A Common Stock are registered hereunder. |
(38) | Includes (i) 32,648 shares of Class A Common Stock issuable upon the exchange of an equal number of Retained OppFi Units held by OFMH pursuant to Matt Gomes’ Exchange Rights and (ii) 11,646 shares of Class A Common Stock issuable upon the exchange of an equal number of Earnout Units held by OFMH issuable upon the surrender and cancellation of a corresponding number of shares of Class V Voting Stock pursuant to Mr. Gomes’ Exchange Rights, all of which shares of Class A Common Stock are registered hereunder. |
(39) | Includes (i) 32,648 shares of Class A Common Stock issuable upon the exchange of an equal number of Retained OppFi Units held by OFMH pursuant to Sean David-Bos’ Exchange Rights and (ii) 11,646 shares of Class A Common Stock issuable upon the exchange of an equal number of Earnout Units held by OFMH issuable upon the surrender and cancellation of a corresponding number of shares of Class V Voting Stock pursuant to Mr. David-Bos’ Exchange Rights, all of which shares of Class A Common Stock are registered hereunder. |
(40) | Includes (i) 32,648 shares of Class A Common Stock issuable upon the exchange of an equal number of Retained OppFi Units held by OFMH pursuant to Dan Altman’s Exchange Rights and (ii) 11,646 shares of Class A Common Stock issuable upon the exchange of an equal number of Earnout Units held by OFMH issuable upon the surrender and cancellation of a corresponding number of shares of Class V Voting Stock pursuant to Mr. Altman’s Exchange Rights, all of which shares of Class A Common Stock are registered hereunder. |
(41) | Includes (i) 32,648 shares of Class A Common Stock issuable upon the exchange of an equal number of Retained OppFi Units held by OFMH pursuant to Braden Davidson’s Exchange Rights and (ii) 11,646 shares of Class A Common Stock issuable upon the exchange of an equal number of Earnout Units held by OFMH issuable upon the surrender and cancellation of a corresponding number of shares of Class V Voting Stock pursuant to Mr. Davidson’s Exchange Rights, all of which shares of Class A Common Stock are registered hereunder. |
(42) | Includes (i) 32,648 shares of Class A Common Stock issuable upon the exchange of an equal number of Retained OppFi Units held by OFMH pursuant to Natasha Anand’s Exchange Rights and (ii) 11,646 shares of Class A Common Stock issuable upon the exchange of an equal number of Earnout Units held by OFMH issuable upon the surrender and cancellation of a corresponding number of shares of Class V Voting Stock pursuant to Ms. Anand’s Exchange Rights, all of which shares of Class A Common Stock are registered hereunder. |
(43) | Includes (i) 32,648 shares of Class A Common Stock issuable upon the exchange of an equal number of Retained OppFi Units held by OFMH pursuant to Lane Kareska’s Exchange Rights and (ii) 11,646 shares of Class A Common Stock issuable upon the exchange of an equal number of Earnout Units held by OFMH issuable upon the surrender and cancellation of a corresponding number of shares of Class V Voting Stock pursuant to Lane Kareska’s Exchange Rights, all of which shares of Class A Common Stock are registered hereunder. |
(44) | Includes (i) 32,648 shares of Class A Common Stock issuable upon the exchange of an equal number of Retained OppFi Units held by OFMH pursuant to John McCormack’s Exchange Rights and (ii) 11,646 shares of Class A Common Stock issuable upon the exchange of an equal number of Earnout Units held by OFMH issuable upon the surrender and cancellation of a corresponding number of shares of Class V Voting Stock pursuant to Mr. McCormack’s Exchange Rights, all of which shares of Class A Common Stock are registered hereunder. |
(45) | Shiven Shah is the Chief Financial Officer of the Company and OppFi. Includes (i) 1,308,606 shares of Class A Common Stock issuable upon the exchange of an equal number of Retained OppFi Units held by OFMH pursuant to Mr. Kaplan’s Exchange Rights and (ii) 466,790 shares of Class A Common Stock issuable upon the exchange of an equal number of Earnout Units held by OFMH issuable upon the surrender and cancellation of a corresponding number of shares of Class V Voting Stock pursuant to Mr. Shah’s Exchange Rights, all of which shares of Class A Common Stock are registered hereunder. The Earnout Units are subject to certain restrictions and potential forfeiture pending the achievement of certain earnout targets under the Business Combination Agreement. |
(46) | Includes (i) 163,241 shares of Class A Common Stock issuable upon the exchange of an equal number of Retained OppFi Units held by OFMH pursuant to Dan Fell’s Exchange Rights and (ii) 58,229 shares of Class A Common Stock issuable upon the exchange of an equal number of Earnout Units held by OFMH issuable upon the surrender and cancellation of a corresponding number of shares of Class V Voting Stock pursuant to Mr. Fell’s Exchange Rights, all of which shares of Class A Common Stock are registered hereunder. |
(47) | Sal Hazday is the Chief Operating Officer of the Company and OppFi. Includes (i) 817,878 shares of Class A Common Stock issuable upon the exchange of an equal number of Retained OppFi Units held by OFMH pursuant to Mr. Hazday’s Exchange Rights and (ii) 291,744 shares of Class A Common Stock issuable upon the exchange of an equal number of Earnout Units held by OFMH issuable upon the surrender and cancellation of a corresponding number of shares of Class V Voting Stock pursuant to Mr. Hazday’s Exchange Rights, all of which shares of Class A Common Stock are registered hereunder. |
(48) | Includes (i) 562,765 shares of Class A Common Stock issuable upon the exchange of an equal number of Retained OppFi Units held by OFMH pursuant to Andy Pruitt’s Exchange Rights and (ii) 200,743 shares of Class A Common Stock issuable upon the exchange of an equal number of Earnout Units held by OFMH issuable upon the surrender and cancellation of a corresponding number of shares of Class V Voting Stock pursuant to Mr. Pruitt’s Exchange Rights, all of which shares of Class A Common Stock are registered hereunder. |
(49) | Includes (i) 153,075 shares of Class A Common Stock issuable upon the exchange of an equal number of Retained OppFi Units held by OFMH pursuant to Marv Gurevich’s Exchange Rights and (ii) 54,603 shares of Class A Common Stock issuable upon the exchange of an equal number of Earnout Units held by OFMH issuable upon the surrender and cancellation of a corresponding number of shares of Class V Voting Stock pursuant to Mr. Gurevich’s Exchange Rights, all of which shares of Class A Common Stock are registered hereunder. |
(50) | Includes (i) 141,947 shares of Class A Common Stock issuable upon the exchange of an equal number of Retained OppFi Units held by OFMH pursuant to Stacee Hasenbalg’s Exchange Rights and (ii) 50,633 shares of Class A Common Stock issuable upon the exchange of an equal number of Earnout Units held by OFMH issuable upon the surrender and cancellation of a corresponding number of shares of Class V Voting Stock pursuant to Ms. Hasenbalg’s Exchange Rights, all of which shares of Class A Common Stock are registered hereunder. |
(51) | Includes (i) 244,665 shares of Class A Common Stock issuable upon the exchange of an equal number of Retained OppFi Units held by OFMH pursuant to Karishma Buford’s Exchange Rights and (ii) 87,275 shares of Class A Common Stock issuable upon the exchange of an equal number of Earnout Units held by OFMH issuable upon the surrender and cancellation of a corresponding number of shares of Class V Voting Stock pursuant to Ms. Buford’s Exchange Rights, all of which shares of Class A Common Stock are registered hereunder. |
(52) | Includes (i) 24,652 shares of Class A Common Stock issuable upon the exchange of an equal number of Retained OppFi Units held by OFMH pursuant to Michael Garfinkel’s Exchange Rights and (ii) 8,793 shares of Class A Common Stock issuable upon the exchange of an equal number of Earnout Units held by OFMH issuable upon the surrender and cancellation of a corresponding number of shares of Class V Voting Stock pursuant to Mr. Garfinkel’s Exchange Rights, all of which shares of Class A Common Stock are registered hereunder. |
(53) | Includes (i) 123,257 shares of Class A Common Stock issuable upon the exchange of an equal number of Retained OppFi Units held by OFMH pursuant to Vasili Gerogiannis’ Exchange Rights and (ii) 43,967 shares of Class A Common Stock issuable upon the exchange of an equal number of Earnout Units held by OFMH issuable upon the surrender and cancellation of a corresponding number of shares of Class V Voting Stock pursuant to Mr. Gerogiannis’ Exchange Rights, all of which shares of Class A Common Stock are registered hereunder. |
(54) | Includes (i) 24,652 shares of Class A Common Stock issuable upon the exchange of an equal number of Retained OppFi Units held by OFMH pursuant to Eric Hogberg’s Exchange Rights and (ii) 8,793 shares of Class A Common Stock issuable upon the exchange of an equal number of Earnout Units held by OFMH issuable upon the surrender and cancellation of a corresponding number of shares of Class V Voting Stock pursuant to Mr. Hogberg’s Exchange Rights, all of which shares of Class A Common Stock are registered hereunder. |
(55) | Includes (i) 24,652 shares of Class A Common Stock issuable upon the exchange of an equal number of Retained OppFi Units held by OFMH pursuant to Jeremy Lawler’s Exchange Rights and (ii) 8,793 shares of Class A Common Stock issuable upon the exchange of an equal number of Earnout Units held by OFMH issuable upon the surrender and cancellation of a corresponding number of shares of Class V Voting Stock pursuant to Mr. Lawler’s Exchange Rights, all of which shares of Class A Common Stock are registered hereunder. |
(56) | Includes (i) 49,303 shares of Class A Common Stock issuable upon the exchange of an equal number of Retained OppFi Units held by OFMH pursuant to Deenadayalan Narayanaswamy’s Exchange Rights and (ii) 17,587 shares of Class A Common Stock issuable upon the exchange of an equal number of Earnout Units held by OFMH issuable upon the surrender and cancellation of a corresponding number of shares of Class V Voting Stock pursuant to Deenadayalan Narayanaswamy’s Exchange Rights, all of which shares of Class A Common Stock are registered hereunder. |
(57) | Includes (i) 24,652 shares of Class A Common Stock issuable upon the exchange of an equal number of Retained OppFi Units held by OFMH pursuant to Noelle Osterbur’s Exchange Rights and (ii) 8,793 shares of Class A Common Stock issuable upon the exchange of an equal number of Earnout Units held by OFMH issuable upon the surrender and cancellation of a corresponding number of shares of Class V Voting Stock pursuant to Ms. Osterbur’s Exchange Rights, all of which shares of Class A Common Stock are registered hereunder. |
(58) | Includes (i) 24,652 shares of Class A Common Stock issuable upon the exchange of an equal number of Retained OppFi Units held by OFMH pursuant to Mark Rogers’ Exchange Rights and (ii) 8,793 shares of Class A Common Stock issuable upon the exchange of an equal number of Earnout Units held by OFMH issuable upon the surrender and cancellation of a corresponding number of shares of Class V Voting Stock pursuant to Mr. Rogers’ Exchange Rights, all of which shares of Class A Common Stock are registered hereunder. |
(59) | Includes (i) 24,652 shares of Class A Common Stock issuable upon the exchange of an equal number of Retained OppFi Units held by OFMH pursuant to Jeffrey Russo’s Exchange Rights and (ii) 8,793 shares of Class A Common Stock issuable upon the exchange of an equal number of Earnout Units held by OFMH issuable upon the surrender and cancellation of a corresponding number of shares of Class V Voting Stock pursuant to Mr. Russo’s Exchange Rights, all of which shares of Class A Common Stock are registered hereunder. |
(60) | Includes (i) 24,652 shares of Class A Common Stock issuable upon the exchange of an equal number of Retained OppFi Units held by OFMH pursuant to Andrew Wolford’s Exchange Rights and (ii) 8,793 shares of Class A Common Stock issuable upon the exchange of an equal number of Earnout Units held by OFMH issuable upon the surrender and cancellation of a corresponding number of shares of Class V Voting Stock pursuant to Mr. Wolford’s Exchange Rights, all of which shares of Class A Common Stock are registered hereunder. |
(61) | Includes (i) 37,165 shares of Class A Common Stock issuable upon the exchange of an equal number of Retained OppFi Units held by OFMH pursuant to Catie Starr’s Exchange Rights and (ii) 13,257 shares of Class A Common Stock issuable upon the exchange of an equal number of Earnout Units held by OFMH issuable upon the surrender and cancellation of a corresponding number of shares of Class V Voting Stock pursuant to Ms. Starr’s Exchange Rights, all of which shares of Class A Common Stock are registered hereunder. |
(62) | Includes (i) 13,960 shares of Class A Common Stock issuable upon the exchange of an equal number of Retained OppFi Units held by OFMH pursuant to Jason Rosenthal’s Exchange Rights and (ii) 4,980 shares of Class A Common Stock issuable upon the exchange of an equal number of Earnout Units held by OFMH issuable upon the surrender and cancellation of a corresponding number of shares of Class V Voting Stock pursuant to Mr. Rosenthal’s Exchange Rights, all of which shares of Class A Common Stock are registered hereunder. |
(63) | Includes (i) 13,968 shares of Class A Common Stock issuable upon the exchange of an equal number of Retained OppFi Units held by OFMH pursuant to Michelle Bess’ Exchange Rights and (ii) 4,983 shares of Class A Common Stock issuable upon the exchange of an equal number of Earnout Units held by OFMH issuable upon the surrender and cancellation of a corresponding number of shares of Class V Voting Stock pursuant to Ms. Bess’ Exchange Rights, all of which shares of Class A Common Stock are registered hereunder. |
(64) | Includes (i) 84,054 shares of Class A Common Stock issuable upon the exchange of an equal number of Retained OppFi Units held by OFMH pursuant to Elizabeth Simer’s Exchange Rights and (ii) 29,982 shares of Class A Common Stock issuable upon the exchange of an equal number of Earnout Units held by OFMH issuable upon the surrender and cancellation of a corresponding number of shares of Class V Voting Stock pursuant to Ms. Simer’s Exchange Rights, all of which shares of Class A Common Stock are registered hereunder. |
• | the Class I directors, whose terms will expire in 2022, are Christina Favilla, Jocelyn Moore and Theodore Schwartz; |
• | the Class II directors, whose terms will expire in 2023, are Jared Kaplan and Greg Zeeman; and |
• | the Class III directors, whose terms will expire in 2024, are David Vennettilli and Todd Schwartz. |
• | in whole and not in part; |
• | at a price of $0.01 per Public Warrant; |
• | upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each Public Warrant holder; and |
• | if, and only if, the reported last sale price of the Class A Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before we send the notice of redemption to the Public Warrant holders. |
• | 1% of the total number of shares or other units of the class of securities then outstanding; or |
• | the average weekly reported trading volume of the class of securities during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale. |
• | the issuer of the securities that was formerly a shell company has ceased to be a shell company; |
• | the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act; |
• | the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and |
• | at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company. |
• | purchases by a broker-dealer as principal and resale by such broker-dealer for its own account pursuant to this prospectus; |
• | ordinary brokerage transactions and transactions in which the broker solicits purchasers; |
• | block trades in which the broker-dealer so engaged will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; |
• | an over-the-counter distribution |
• | through trading plans entered into by a Selling Securityholder pursuant to Rule 10b5-1 under the Exchange Act that are in place at the time of an offering pursuant to this prospectus and any applicable prospectus supplement hereto that provide for periodic sales of their securities on the basis of parameters described in such trading plans; |
• | short sales; |
• | distribution to employees, members, limited partners or stockholders of the Selling Securityholders; |
• | through the writing or settlement of options or other hedging transaction, whether through an options exchange or otherwise; |
• | by pledge to secured debts and other obligations; |
• | delayed delivery arrangements; |
• | to or through underwriters or agents; |
• | in “at the market” offerings, as defined in Rule 415 under the Securities Act, at negotiated prices, at prices prevailing at the time of sale or at prices related to such prevailing market prices, including sales made directly on a national securities exchange or sales made through a market maker other than on an exchange or other similar offerings through sales agents; |
• | in privately negotiated transactions; |
• | in options transactions; and |
• | through a combination of any of the above methods of sale, as described below, or any other method permitted pursuant to applicable law. |
• | an individual who is a U.S. citizen or resident of the United States, as determined for U.S. federal income tax purposes; |
• | a corporation or other entity treated as a corporation for United States federal income tax purposes created in, or organized under the law of, the United States or any state or political subdivision thereof; |
• | an estate the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source; or |
• | a trust (A) the administration of which is subject to the primary supervision of a United States court and which has one or more United States persons (within the meaning of Section 7701(a)(30) of the Code) who have the authority to control all substantial decisions of the trust or (B) that has in effect a valid election under applicable U.S. Department of Treasury regulations (the “Treasury Regulations”) to be treated as a United States person for U.S. federal income tax purposes. |
• | the gain is effectively connected with the conduct of a trade or business by the non-U.S. Holder within the United States (and, if an applicable tax treaty so requires, is attributable to a U.S. permanent establishment or fixed base maintained by the non-U.S. Holder); |
• | the non-U.S. Holder is an individual who is present in the United States for 183 days or more in the taxable year of disposition and certain other conditions are met; or |
• | we are or have been a “United States real property holding corporation” for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on the date of disposition or the period that the non-U.S. Holder held our Class A Common Stock or Warrants and, in the case where shares of our Class A Common Stock are regularly traded on an established securities market, the non-U.S. Holder has owned, directly or constructively, more than 5% of our Class A Common Stock at any time within the shorter of the five-year period preceding the disposition or such Non-U.S. holder’s holding period for the shares of our Class A Common Stock. There can be no assurance that our Class A Common Stock will be treated as regularly traded on an established securities market for this purpose. |
Years Ended December 31, 2020 and 2019 |
||||
F-2 | ||||
F-3 | ||||
F-4 | ||||
F-5 | ||||
F-6 | ||||
F-7 | ||||
Six Months Ended June 30, 2021 |
||||
Financial statements (Unaudited) |
||||
F-29 | ||||
F-30 | ||||
F-31 | ||||
F-32 |
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F-33 |
Page |
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Year Ended December 31, 2020 |
||||
F-57 |
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F-58 |
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F-59 |
||||
F-60 |
||||
F-61 |
||||
F-62 |
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Six Months Ended June 30, 2021 |
||||
F-77 |
||||
F-78 |
||||
F-79 |
||||
F-80 |
||||
F-81 |
2020 |
2019 |
|||||||
Assets |
||||||||
Cash and cash equivalents, including amounts held by variable interest entities of $ |
$ | $ | ||||||
Restricted cash, including amounts held by variable interest entities of $ |
||||||||
|
|
|
|
|||||
Total cash, cash equivalents, and restricted cash |
||||||||
Finance receivables, net, including amounts held by variable interest entities of $ |
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Debt issuance costs, net, including amounts held by variable interest entities of $ |
||||||||
Property, equipment and software, net |
||||||||
Other assets, including amounts held by variable interest entities of $ |
||||||||
|
|
|
|
|||||
Total assets |
$ | |
$ | |
||||
|
|
|
|
|||||
Liabilities and Members’ Equity |
||||||||
Liabilities: |
||||||||
Accounts payable, including amounts held by variable interest entities of $ |
$ | $ | ||||||
Accrued expenses, including amounts held by variable interest entities of $ |
||||||||
Reserve for repurchase liability |
||||||||
Secured borrowing payable held by variable interest entity |
||||||||
Senior debt, net, including amounts held by variable interest entities of $ |
||||||||
Subordinated debt—related party |
||||||||
Other debt |
— | |||||||
|
|
|
|
|||||
Total liabilities |
||||||||
|
|
|
|
|||||
Commitments and contingencies (Note 11) |
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Members’ equity: |
||||||||
Preferred units— |
||||||||
Additional paid in capital |
||||||||
Accumulated earnings |
||||||||
|
|
|
|
|||||
Total members’ equity |
||||||||
|
|
|
|
|||||
Total liabilities and members’ equity |
$ | $ | ||||||
|
|
|
|
2020 |
2019 |
2018 |
||||||||||
Revenue: |
||||||||||||
Interest and loan related income, net |
$ |
$ | $ | |||||||||
Other income |
||||||||||||
|
|
|
|
|
|
|||||||
Less: |
||||||||||||
Provision for credit losses on finance receivables |
||||||||||||
Provision for repurchase liability |
||||||||||||
|
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|
|
|
|
|||||||
Total provision |
||||||||||||
|
|
|
|
|
|
|||||||
Net revenue |
||||||||||||
Expenses: |
||||||||||||
Salaries and employee benefits |
||||||||||||
Interest expense and amortized debt issuance costs |
||||||||||||
Interest expense - related party |
||||||||||||
Direct marketing costs |
||||||||||||
Technology costs |
||||||||||||
Depreciation and amortization |
||||||||||||
Professional fees |
||||||||||||
Payment processing fees |
||||||||||||
Occupancy |
||||||||||||
Management fees - related party |
— |
— | ||||||||||
General, administrative and other |
||||||||||||
|
|
|
|
|
|
|||||||
Total expenses |
||||||||||||
|
|
|
|
|
|
|||||||
Net income |
$ |
$ | $ | |||||||||
|
|
|
|
|
|
|
|
|
|
|
2020 |
|
|
|
|
2019 |
|
|
|
|
|
|
2018 |
|
|
|
|
|
|
Preferred Unit |
|
|
Profit Unit Interest |
|
|
Preferred Unit |
|
|
Profit Unit Interest |
|
|
Preferred Unit |
|
|
|
Profit Unit Interest |
|
Unit d ata: |
|
|
|
|
|
|
||||||||||||||
Earnings per unit: |
|
|
|
|
|
|
||||||||||||||
Basic |
$ |
|
$ |
|
$ | $ |
|
|
$ | $ |
||||||||||
Diluted |
$ |
|
$ |
|
$ | $ |
|
|
|
$ | $ |
|||||||||
Weighted average units outstanding: |
|
|
|
|
|
|
||||||||||||||
Basic |
|
|
|
|
|
|
||||||||||||||
Diluted |
|
|
|
|
|
Preferred Units | Additional Paid | Accumulated | Total Members’ |
|||||||||||||||||
Units | Amount | in Capital | (Deficit) Earnings | Equity | ||||||||||||||||
Balance, December 31, 2017 |
$ | |
$ | $ | ( |
$ | ||||||||||||||
Profit interest compensation |
— | — | — | |||||||||||||||||
Member distributions |
— | — | — | ( |
) | ( |
) | |||||||||||||
Net income |
— | — | — | |||||||||||||||||
Balance, December 31, 2018 |
||||||||||||||||||||
Profit interest compensation |
— | — | — | |||||||||||||||||
Member distributions |
— | — | — | ( |
) | ( |
) | |||||||||||||
Net income |
— | — | — | |||||||||||||||||
Balance, December 31, 2019 |
||||||||||||||||||||
Profit interest compensation |
— | — | — | |||||||||||||||||
Member distributions |
— | — | — | ( |
) | ( |
) | |||||||||||||
Net income |
— | — | — | |||||||||||||||||
Balance, December 31, 2020 |
$ |
$ |
$ |
$ |
||||||||||||||||
2020 |
2019 | 2018 | ||||||||||
Cash flows from operating activities: |
||||||||||||
Net income |
$ |
$ | $ | |||||||||
Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||||||
Provision for credit losses on finance receivables |
||||||||||||
Provision for repurchase liability |
||||||||||||
Depreciation and amortization |
||||||||||||
Debt issuance cost amortization |
||||||||||||
Profit interest compensation |
||||||||||||
Changes in assets and liabilities: |
||||||||||||
Unamortized loan origination costs |
( |
) | ( |
) | ||||||||
Accrued interest and fees receivable |
( |
) | ( |
) | ||||||||
Other assets |
( |
) | ( |
) | ||||||||
Accounts payable |
( |
) |
||||||||||
Accrued expenses |
||||||||||||
Net cash provided by operating activities |
||||||||||||
Cash flows from investing activities: |
||||||||||||
Net finance receivables originated |
( |
) |
( |
) | ( |
) | ||||||
Net repurchases from third-party lender |
( |
) |
( |
) | ( |
) | ||||||
Purchases of equipment and capitalized technology |
( |
) |
( |
) | ( |
) | ||||||
Net cash used in investing activities |
( |
) |
( |
) | ( |
) | ||||||
Cash flows from financing activities: |
||||||||||||
Member distributions |
( |
) |
( |
) | ( |
) | ||||||
Net (payments) advances in secured borrowing payable |
( |
) |
||||||||||
Net (payments) advances in senior debt |
( |
) |
||||||||||
Proceeds from other debt |
— | — | ||||||||||
Payment for debt issuance costs |
( |
) |
( |
) | ( |
) | ||||||
Proceeds from senior debt term loan |
— |
— | ||||||||||
Net payments in subordinated debt— related party |
— |
— | ( |
) | ||||||||
Net cash (used in) provided by financing activities |
( |
) |
||||||||||
Net increase in cash, cash equivalents and restricted cash |
||||||||||||
Cash, cash equivalents and restricted cash |
||||||||||||
Beginning |
||||||||||||
Ending |
$ |
$ | $ | |||||||||
Supplemental disclosure of cash flow information: |
||||||||||||
Interest paid on borrowed funds |
$ |
$ |
$ |
2020 | 2019 | |||||||
Finance receivables |
$ | $ | ||||||
Accrued interest and fees |
||||||||
Unamortized loan origination costs |
||||||||
Allowance for credit losses |
( |
) | ( |
) | ||||
Finance receivables, net |
$ | $ | ||||||
2020 | 2019 | 2018 | ||||||||||
Beginning balance |
$ | $ | $ | |||||||||
Provision for credit losses on finance receivables |
||||||||||||
Finance receivables charged off |
( |
) | ( |
) | ( |
) | ||||||
Recoveries of charge offs |
||||||||||||
Ending balance |
$ | $ | $ | |||||||||
Allowance for credit losses on finance receivables as a percentage of finance receivables |
% | % | % | |||||||||
2020 | 2019 | 2018 | ||||||||||
Beginning balance |
$ | $ | $ | |||||||||
Provision for repurchase liabilities |
||||||||||||
Finance receivables charged off |
( |
) | ( |
) | ( |
) | ||||||
Recoveries of charge offs |
||||||||||||
Ending balance |
$ | $ | $ | |||||||||
2020 | 2019 | |||||||||||||||
Current |
$ | |
% | $ | % | |||||||||||
Delinquency |
||||||||||||||||
30 to 59 days |
% | % | ||||||||||||||
60 to 89 days |
% | % | ||||||||||||||
Total delinquency |
% | % | ||||||||||||||
Finance receivables |
$ | % | $ | % |
2020 | 2019 | |||||||||||||||
Current |
$ | % | $ | % | ||||||||||||
Delinquency |
||||||||||||||||
30 to 59 days |
% | % | ||||||||||||||
60 to 89 days |
% | % | ||||||||||||||
90+ days |
% | % | ||||||||||||||
Total delinquency |
% | % | ||||||||||||||
Finance receivables |
$ | % | $ | % |
2020 | 2019 | |||||||
Capitalized technology |
$ | $ | ||||||
Furniture, fixtures and equipment |
||||||||
Software |
— | |||||||
Leasehold improvements |
||||||||
Construction in progress |
— | |||||||
Total property, equipment and software |
||||||||
Less accumulated depreciation and amortization |
( |
) | ( |
) | ||||
Property, equipment and software, net |
$ | $ | ||||||
Purpose |
Borrower |
Borrowing Capacity | 2020 | 2019 | Interest Rate as of December 31, 2020 |
Maturity Date | ||||||||||||
Secured borrowing |
$ | $ | $ | |||||||||||||||
Senior debt |
||||||||||||||||||
Revolving line of credit |
$ | $ | $ | February 2022 | ||||||||||||||
Revolving line of credit |
||||||||||||||||||
Revolving line of credit |
||||||||||||||||||
Revolving line of credit |
||||||||||||||||||
Revolving line of credit |
||||||||||||||||||
Total revolving lines of credit |
||||||||||||||||||
Term loan, net |
||||||||||||||||||
Total senior debt |
$ | |
$ | $ | ||||||||||||||
Subordinated debt - related party |
$ | $ | $ | |||||||||||||||
Other debt |
$ | $ | $ | — |
Year Ending December 31, |
Amount | |||
2021 |
$ | |||
2022 |
||||
2023 |
||||
2024 |
||||
2025 |
||||
Total |
$ | |||
2020 | 2019 | |||||||
Expected term |
||||||||
Volatility |
% | % | ||||||
Discount for lack of marketability |
% | % | ||||||
Risk free rate |
% | % |
2020 | 2019 | 2018 | ||||||||||
Expected term |
||||||||||||
Volatility |
% | % | % | |||||||||
Discount for lack of marketability |
% | % | % | |||||||||
Risk free rate |
% | % | % |
Avg Fair Value | ||||||||
Units | at Grant Date | |||||||
Outstanding at December 31, 2017 |
$ | |||||||
Granted |
$ |
|||||||
Forfeited |
( |
) | $ |
|||||
Outstanding at December 31, 2018 |
$ | |||||||
Granted |
$ |
|||||||
Forfeited |
( |
) | $ |
|||||
Outstanding at December 31, 2019 |
$ | |||||||
Granted |
$ |
|||||||
Forfeited |
( |
) | $ |
|||||
Outstanding at December 31, 2020 |
$ | |||||||
Avg Fair Value | ||||||||
Units | at Grant Date | |||||||
Non-vested units at December 31, 2017 |
$ | |||||||
Granted |
$ |
|||||||
Vested |
( |
) | $ |
|||||
Forfeited |
( |
) | $ |
|||||
Non-vested units at December 31, 2018 |
$ | |||||||
Granted |
$ |
|||||||
Vested |
( |
) | $ |
|||||
Forfeited |
( |
) | $ |
|||||
Non-vested units at December 31, 2019 |
$ | |||||||
Granted |
$ |
|||||||
Vested |
( |
) | $ |
|||||
Forfeited |
( |
) | $ |
|||||
Non-vested units at December 31, 2020 |
$ | |||||||
2020 | 2019 | 2018 | ||||||||||
Interest and loan related income, gross |
$ | $ | $ | |||||||||
Amortization of loan origination costs |
( |
) | ( |
) | ( |
) | ||||||
|
|
|
|
|
|
|||||||
Interest and loan related income, net |
$ | $ | $ | |||||||||
|
|
|
|
|
|
2020 | 2019 | 2018 | ||||||||||
Interest expense |
$ | $ | $ | |||||||||
Amortized debt issuance costs |
||||||||||||
|
|
|
|
|
|
|||||||
Interest expense and amortized debt issuance costs |
$ | $ | $ | |||||||||
|
|
|
|
|
|
2020 | 2019 | |||||||
Assets: |
||||||||
Cash and cash equivalents |
$ | $ | ||||||
Restricted cash |
||||||||
Finance receivables, net |
||||||||
Debt issuance costs, net |
||||||||
Other assets |
||||||||
Liabilities: |
||||||||
Accounts payable |
$ | $ | ||||||
Accrued expenses |
||||||||
Secured borrowing payable |
||||||||
Senior debt |
Warrant units asset (liability) | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
December 31, 2020 |
$ | $ | $ | ( |
) | $ | ( |
) | ||||||||
December 31, 2019 |
( |
) | ( |
) |
December 31, 2020 |
Fair Value Measurements |
|||||||||||||||
Level 1 |
Level 2 |
Level 3 |
||||||||||||||
Assets |
||||||||||||||||
Cash and cash equivalents |
$ | $ | $ | — | $ | — | ||||||||||
Restricted cash |
— | — | ||||||||||||||
Finance receivables, net |
— | — | ||||||||||||||
Liabilities |
||||||||||||||||
Reserve for repurchase liability |
— | — | ||||||||||||||
Secured borrowing payable held by variable interest entity |
— | — | ||||||||||||||
Senior debt, net |
— | — | ||||||||||||||
Subordinated debt - related party |
— | — | ||||||||||||||
Other debt |
— | — |
December 31, 2019 |
Fair Value Measurements |
|||||||||||||||
Level 1 |
Level 2 |
Level 3 |
||||||||||||||
Assets |
||||||||||||||||
Cash and cash equivalents |
$ | $ | $ | — | $ | — | ||||||||||
Restricted cash |
— | — | ||||||||||||||
Finance receivables, net |
— | — | ||||||||||||||
Liabilities |
||||||||||||||||
Reserve for repurchase liability |
— | — | ||||||||||||||
Secured borrowing payable held by variable interest entity |
— | — | ||||||||||||||
Senior debt, net |
— | — | ||||||||||||||
Subordinated debt - related party |
— | — |
Year Ending | ||||
December 31, |
Amount | |||
2021 |
$ | |||
2022 |
||||
2023 |
||||
2024 |
||||
2025 |
||||
Thereafter |
||||
|
|
|||
Total |
$ | |||
|
|
|
|
|
2020 |
|
|
|
|
|
|
201 9 |
|
|
|
|
|
2018 |
|
|
|
|||||
|
|
|
Preferred Unit |
|
|
|
Profit Unit Interest |
|
|
|
Preferred Unit |
|
|
|
Profit Unit Interest |
|
|
|
Preferred Unit |
|
|
|
Profit Interest | |
Numerator : |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net income available to unit holders |
$ | |
$ |
|
|
|
$ | |
$ |
|
|
|
$ | |
$ |
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator: |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Weighted average units outstanding - basic |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Diluted common unit equivalents |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Weighted average units outstanding - diluted |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per unit |
$ | |
$ |
|
|
$ | |
$ |
|
|
|
$ | |
|
$ |
|||||||||
Diluted earnings per unit |
$ | |
$ |
|
|
$ | |
$ |
|
|
|
$ | |
|
$ |
(Unaudited) June 30, 2021 |
December 31, 2020 |
|||||||
Assets |
||||||||
Cash and cash equivalents, including amounts held by variable interest entities of $ as of December 31, 2020 |
$ |
$ | 1 | |||||
Restricted cash, including amounts held by variable interest entities of $ |
||||||||
Total cash, cash equivalents, and restricted cash |
7 | |||||||
Finance receivables at fair value, including amounts held by variable interest entities of $ |
— | |||||||
Finance receivables at amortized cost, net, including amounts held by variable interest entities of $ |
||||||||
Debt issuance costs, net, including amounts held by variable interest entities of $ |
8 | |||||||
Property, equipment and software, net |
||||||||
Other assets, including amounts held by variable interest entities of $ |
||||||||
Total assets |
$ |
$ | 3 | |||||
Liabilities and Members’ Equity |
||||||||
Liabilities: |
||||||||
Accounts payable, including amounts held by variable interest entities of $ |
$ |
$ | 0 | |||||
Accrued expenses, including amounts held by variable interest entities of $ |
5 | |||||||
Reserve for repurchase liability |
— |
|||||||
Secured borrowing payable held by variable interest entity |
||||||||
Senior debt, net, including amounts held by variable interest entities of $ |
||||||||
Subordinated debt - related party |
— |
|||||||
Other debt |
||||||||
Total liabilities |
,511 | |||||||
Commitments and contingencies (Note 11) |
||||||||
Members’ equity: |
||||||||
Preferred units - |
||||||||
Additional paid in capital |
2 | |||||||
Retained earnings |
||||||||
Total members’ equity |
||||||||
Total liabilities and members’ equity |
$ |
$ | ||||||
Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
2021 |
2020 |
2021 |
2020 |
|||||||||||||
Revenue: |
||||||||||||||||
Interest and loan related income, net |
$ |
$ | $ |
$ | ||||||||||||
Other income |
||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Provision for credit losses on finance receivables |
( |
) |
( |
) | ( |
) |
( |
) | ||||||||
Provision for repurchase liability |
— |
( |
) | — |
( |
) | ||||||||||
Change in fair value of finance receivables |
( |
) |
— | ( |
) |
— | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net revenue |
||||||||||||||||
Expenses: |
||||||||||||||||
Salaries and employee benefits |
||||||||||||||||
Direct marketing costs |
||||||||||||||||
Interest expense and amortized debt issuance costs |
||||||||||||||||
Interest expense - related party |
— |
|||||||||||||||
Professional fees |
||||||||||||||||
Depreciation and amortization |
||||||||||||||||
Technology costs |
||||||||||||||||
Payment processing fees |
||||||||||||||||
Occupancy |
||||||||||||||||
Management fees - related party |
— | — | ||||||||||||||
General, administrative and other |
||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total expenses |
||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net income |
$ |
$ | $ |
$ | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
| ||||||||||||
|
|
|
|
|
2021 |
|
|
|
|
|
|
20 20 |
|
|
|
|
|
|
|
Preferred Unit |
|
|
|
Profit Interest |
|
|
|
Preferred Unit |
|
|
|
Profit Interest |
|
Unit data: |
||||||||||||||||
Earnings per unit: |
||||||||||||||||
Basic |
$ |
$ | $ |
$ | ||||||||||||
Diluted |
$ |
$ | $ |
$ | ||||||||||||
Weighted average units outstanding: |
||||||||||||||||
Basic |
||||||||||||||||
Diluted |
Six Months Ended June 30, |
||||||||||||||||
2021 |
2020 |
|||||||||||||||
Preferred Unit |
Profit Unit Interest |
Preferred Unit |
Profit Unit Interest |
|||||||||||||
Earnings per unit: |
||||||||||||||||
Basic |
$ |
$ |
$ |
$ |
||||||||||||
Diluted |
$ |
$ |
$ |
$ |
||||||||||||
Weighted average units outstanding: |
||||||||||||||||
Basic |
||||||||||||||||
Diluted |
Preferred Units | Additional Paid | Retained | Total Members’ |
|||||||||||||||||
Units | Amount | in Capital | Earnings | Equity | ||||||||||||||||
Balance, March 31, 2021 |
$ | $ | $ | $ | ||||||||||||||||
Current period effects of adopting fair value option |
— | — | — | ( |
) | ( |
) | |||||||||||||
Profit interest compensation |
— | — | — | |||||||||||||||||
Member distributions |
— | — | — | ( |
) | ( |
) | |||||||||||||
Net income |
— | — | — | |||||||||||||||||
Balance, June 30, 2021 |
$ | $ | $ | $ | ||||||||||||||||
Balance, March 31, 2020 |
$ | $ | $ | $ | ||||||||||||||||
Member distributions |
— | — | — | ( |
) | ( |
) | |||||||||||||
Net income |
— | — | — | |||||||||||||||||
Balance, June 30, 2020 |
$ | $ | $ | $ | ||||||||||||||||
Balance, December 31, 2020 |
$ | $ | $ | $ | ||||||||||||||||
Effects of adopting fair value option |
— | — | — | |||||||||||||||||
Profit interest compensation |
— | — | — | |||||||||||||||||
Member distributions |
— | — | — | ( |
) | ( |
) | |||||||||||||
Net income |
— | — | — | |||||||||||||||||
Balance, June 30, 2021 |
$ | $ | $ | $ | ||||||||||||||||
Balance, December 31, 2019 |
$ | $ | $ | 9 | $ | 7 | ||||||||||||||
Member distributions |
— | — | — | ( |
) | ( |
) | |||||||||||||
Net income |
— | — | — | |||||||||||||||||
Balance, June 30, 2020 |
$ | $ | $ | $ | ||||||||||||||||
Six Months Ended June 30, |
||||||||
2021 |
2020 |
|||||||
Cash flows from operating activities: |
||||||||
Net income |
$ |
$ | ||||||
Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||
Change in fair value of finance receivables |
— | |||||||
Provision for credit losses on finance receivables |
||||||||
Provision for repurchase liability |
— |
|||||||
Depreciation and amortization |
||||||||
Debt issuance cost amortization |
||||||||
Profit interest compensation |
— | |||||||
Loss on disposition of equipment |
— | |||||||
Changes in assets and liabilities: |
||||||||
Unamortized loan origination costs |
— |
|||||||
Accrued interest and fees receivable |
( |
) |
||||||
Other assets |
( |
) |
( |
) | ||||
Accounts payable |
( |
) |
( |
) | ||||
Accrued expenses |
( |
) | ||||||
Net cash provided by operating activities |
||||||||
Cash flows from investing activities: |
||||||||
Finance receivables originated and acquired |
( |
) |
( |
) | ||||
Finance receivables repayments and recoveries |
||||||||
Net repurchases from third-party lender |
— |
( |
) | |||||
Purchases of equipment and capitalized technology |
( |
) |
( |
) | ||||
Net cash used in investing activities |
( |
) |
( |
) | ||||
Cash flows from financing activities: |
||||||||
Member distributions |
( |
) |
( |
) | ||||
Net advances (payments) of secured borrowing payable |
( |
) | ||||||
Net advances (payments) in senior debt |
( |
) | ||||||
Payment of subordinated debt - related party |
( |
) |
— | |||||
Proceeds from other debt |
— |
|||||||
Payment for debt issuance costs |
( |
) |
( |
) | ||||
Net cash provided by (used in) financing activities |
( |
) | ||||||
Net increase in cash, cash equivalents and restricted cash |
||||||||
Cash, cash equivalents and restricted cash |
||||||||
Beginning |
7 |
9 | ||||||
Ending |
$ |
$ | ||||||
Supplemental disclosure of cash flow information: |
||||||||
Interest paid on borrowed funds |
$ |
$ | ||||||
Non-cash change from adopting fair value option on finance receivables |
$ |
$ | — |
Fair value adjustment to finance receivables |
$ | |||
Allowance for credit losses |
||||
Unamortized loan origination costs |
( |
) | ||
Reserve for repurchase liability |
||||
|
|
|||
Increase in retained earnings |
$ | |||
|
|
June 30, 2021 | ||||
Unpaid principal balance of finance receivables - accrual |
$ | |
||
Unpaid principal balance of finance receivables - non-accrual |
||||
|
|
|||
Unpaid principal balance of finance receivables |
||||
Finance receivables at fair value - accrual |
||||
Finance receivables at fair value - non-accrual |
||||
|
|
|||
Finance receivables at fair value |
||||
Accrued interest and fees receivable |
||||
|
|
|||
Finance receivables at fair value |
||||
|
|
|||
Difference between unpaid principal balance and fair value |
$ | |||
|
|
Balance at the beginning of the period |
$ |
|||
Originations of principal |
||||
Repayments of principal |
( |
) | ||
Accrued interest and fees receivable |
||||
Charge-offs, net (1) |
( |
) | ||
Adjustment to fair value |
( |
) | ||
Net change in fair value (1) |
||||
|
|
|||
Balance at the end of the period |
$ | |||
|
|
(1) |
Included in “Change in fair value of finance receivables” in the Consolidated Statements of Operations. |
Balance at the beginning of the period |
$ | |
||
Originations of principal |
||||
Repayments of principal |
( |
) | ||
Accrued interest and fees receivable |
||||
Charge-offs, net (1) |
( |
) | ||
Adjustment to fair value |
( |
) | ||
Net change in fair value (1) |
||||
Balance at the end of the period |
$ | |||
(1) |
Included in “Change in fair value of finance receivables” in the Consolidated Statements of Operations. |
June 30, 2021 | December 31, 2020 | |||||||
Finance receivables |
$ | |
$ | |
||||
Accrued interest and fees |
||||||||
Unamortized loan origination costs |
— | |||||||
Allowance for credit losses |
( |
) | ( |
) | ||||
Finance receivables at amortized cost, net |
$ | $ | ||||||
For the Three Months Ended | ||||||||
June 30, 2021 | June 30, 2020 | |||||||
Beginning balance |
$ | $ | ||||||
Provisions for credit losses on finance receivables |
||||||||
Finance receivables charged off |
( |
) |
( |
) | ||||
Recoveries of charge offs |
— | |||||||
Ending balance |
$ | $ | ||||||
For the Six Months Ended | ||||||||
June 30, 2021 | June 30, 2020 | |||||||
Beginning balance |
$ | |
$ | |||||
Effects of adopting fair value option |
( |
) | — | |||||
Provisions for credit losses on finance receivables |
||||||||
Finance receivables charged off |
( |
) |
( |
) | ||||
Recoveries of charge offs |
— | |||||||
Ending balance |
$ | $ | |
|||||
Beginning balance, March 31, 2020 |
$ | |
||
Provision for repurchase liabilities |
||||
Finance receivables charged off |
( |
) | ||
Recoveries of charge offs |
||||
Ending balance, June 30, 2020 |
$ | |||
Beginning balance, December 31, 2019 |
$ | |||
Provision for repurchase liabilities |
||||
Finance receivables charged off |
( |
) | ||
Recoveries of charge offs |
||||
Ending balance, June 30, 2020 |
$ | |||
June 30, 2021 | December 31, 2020 | |||||||||||||||
Recency delinquency |
Contractual delinquency |
Recency delinquency |
Contractual delinquency |
|||||||||||||
Current |
$ | $ | $ | $ | ||||||||||||
Delinquency |
||||||||||||||||
30-59 days |
— | — | 0 | |||||||||||||
60-89 days |
— | — | ||||||||||||||
90+ days |
— | — | — | |||||||||||||
Total delinquency |
— | — | 0 | |||||||||||||
Finance receivables |
$ | |
$ | |
$ | |
$ | |
||||||||
June 30, 2021 |
December 31, 2020 |
|||||||
Capitalized technology |
$ | $ | ||||||
Furniture, fixtures and equipment |
||||||||
Leasehold improvements |
||||||||
|
|
|
|
|||||
Total property, equipment and software |
||||||||
Less accumulated depreciation and amortization |
( |
) | (14,440 | ) | ||||
|
|
|
|
|||||
Property, equipment and software, net |
$ | $ | ||||||
|
|
|
|
Purpose |
|
Borrower |
Borrowing Capacity |
June, 30, 2021 | December 31, 2020 | Interest Rate as of June 30, 2021 |
Maturity Date | |||||||||||
Secured borrowing payable |
|
|
$ |
$ |
$ |
% |
||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Senior debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Revolving line of credit |
|
|
$ |
— |
$ |
— |
$ |
LIBOR plus 2.50 % |
February 2022 | |||||||||
Revolving line of credit |
|
|
LIBOR plus 6.00 % |
January 2024 | ||||||||||||||
Revolving line of credit |
|
|
LIBOR plus 7.25 % |
April 2023 | ||||||||||||||
Revolving line of credit |
|
|
LIBOR plus 7.25 % |
April 2023 | ||||||||||||||
Revolving line of credit |
|
|
LIBOR plus 4.25 % |
September 2021 | ||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Total revolving lines of credit |
|
|||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Term loan, net |
|
|
LIBOR plus 10.00 % |
March 2025 | ||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Total senior debt |
|
$ |
$ |
$ |
||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Subordinated debt - related party |
|
|
$ |
— |
$ |
— |
$ |
% |
December 2023 | |||||||||
|
|
|
|
|
|
|
|
|||||||||||
Other debt |
|
|
$ |
$ |
$ |
% |
April 2022 | |||||||||||
|
|
|
|
|
|
|
|
Year |
Amount | |||
Remainder of 2021 |
$ | |||
2022 |
||||
2023 |
||||
2024 |
||||
2025 |
||||
|
|
|||
Total |
$ | |||
|
|
June 30, 2021 | December 31, 2020 | |||||||
Expected term |
||||||||
Volatility |
% | % | ||||||
Discount for lack of marketability |
% | % | ||||||
Risk free rate |
% | % |
June 30, 2021 |
||||
Expected term |
||||
Volatility |
% | |||
Discount for lack of marketability |
% | |||
Risk free rate |
% |
Units | Avg Fair Value at Grant Date |
|||||||
Outstanding at December 31, 2019 |
$ | |||||||
Granted |
$ | |||||||
Forfeited |
1 | ) | $ | |||||
Outstanding at December 31, 2020 |
$ | |||||||
Granted |
— | — | ||||||
Forfeited |
( |
) | $ | |||||
Outstanding at March 31, 2021 |
$ | |||||||
Granted |
||||||||
Forfeited |
||||||||
Outstanding at June 30, 2021 |
$ | |||||||
Units | Avg Fair Value at Grant Date |
|||||||
Non-vested units at December 31, 2019 |
$ | |||||||
Granted |
$ | |||||||
Vested |
( |
) | $ | |||||
Forfeited |
1 | ) | $ | |||||
Non-vested units at December 31, 2020 |
$ | |||||||
Granted |
— | — | ||||||
Vested |
( |
) | $ | |||||
Forfeited |
( |
) | $ | |||||
Non-vested units at March 31, 2021 |
$ | |||||||
Granted |
— | — | ||||||
Vested |
( |
) | $ | |||||
Forfeited |
— | — | ||||||
Non-vested units at June 30, 2021 |
$ | |||||||
Three Months Ended June 30, | Six Months Ended June 30, 2021 | |||||||||||||||
2021 | 2020 | 2021 | 2020 | |||||||||||||
Interest and loan related income, gross |
$ | $ | $ | $ | ||||||||||||
Amortization of loan origination costs |
( |
) | ( |
) | ||||||||||||
Interest and loan related income, net |
$ | $ | $ | $ | ||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2021 | 2020 | 2021 | 2020 | |||||||||||||
Interest expense | $ | |
$ | |
$ | $ | |
|||||||||
Amortized debt issuance costs | ||||||||||||||||
Interest expense and amortized debt issuance costs |
$ | |
$ | |
$ | |
$ | |
||||||||
June 30, 2021 | December 31, 2020 | |||||||
Assets: | ||||||||
Cash and cash equivalents |
$ | — | $ | 7 | ||||
Restricted cash |
||||||||
Finance receivables at fair value |
— | |||||||
Finance receivables at amortized cost, net |
— | |||||||
Debt issuance costs, net |
||||||||
Other assets |
||||||||
Liabilities: | ||||||||
Accounts payable |
$ | $ | 9 | |||||
Accrued expenses |
7 | |||||||
Secured borrowing payable |
||||||||
Senior debt |
Carrying Value | Fair Value Measurements | |||||||||||||||
June 30, 2021 | Level 1 | Level 2 | Level 3 | |||||||||||||
Financial assets |
||||||||||||||||
Finance receivables at fair value (1) |
$ | $ | |
|||||||||||||
Financial liabilities |
||||||||||||||||
Warrant units (2) |
( |
) | ( |
) | ||||||||||||
Carrying Value | Fair Value Measurements | |||||||||||||||
December 31, 2020 | Level 1 | Level 2 | Level 3 | |||||||||||||
Financial liabilities |
||||||||||||||||
Warrant units (2) |
$ | ( |
) | $ | ( |
) |
(1) |
The Company primarily estimates the fair value of its installment finance receivables portfolio using discounted cash flow models that have been internally developed. The models use inputs that are unobservable but reflect the Company’s best estimates of the assumptions a market participant would use to calculate fair value. |
June 30, 2021 | ||||
Interest rate on finance receivables | % | |||
Discount rate | % | |||
Servicing fee* | - |
% | ||
Remaining life | ||||
Default rate* | % | |||
Accrued interest* | % | |||
Prepayment rate* | % |
* |
Stated as a percentage of finance receivables |
(2) |
The estimated fair value of the warrant units is calculated using an option pricing model. The resulting fair value measurement is categorized as a Level 3 measurement. For the three and six months ended June 30, 2021, warrant expense was $ |
Carrying Value | Fair Value Measurements | |||||||||||||||
June 30, 2021 | Level 1 | Level 2 | Level 3 | |||||||||||||
Assets |
||||||||||||||||
Cash and cash equivalents |
$ | $ | $ | — | $ | — | ||||||||||
Restricted cash |
— | |||||||||||||||
Finance receivables at amortized cost, net |
— | — | ||||||||||||||
Liabilities: |
||||||||||||||||
Secured borrowing payable |
— | — | ||||||||||||||
Senior debt, net |
— | — | ||||||||||||||
Other debt |
— | — |
Carrying Value | Fair Value Measurements | |||||||||||||||
December 31, 2020 | Level 1 | Level 2 | Level 3 | |||||||||||||
Assets: |
||||||||||||||||
Cash and cash equivalents |
$ | 1 | $ | 1 | $ | $ | — | |||||||||
Restricted cash |
— | — | ||||||||||||||
Finance receivables at amortized cost, net |
— | — | ||||||||||||||
Liabilities: |
||||||||||||||||
Reserve for repurchase liability |
1 | — | — | 1 | ||||||||||||
Secured borrowing payable |
— | — | ||||||||||||||
Senior debt, net |
— | — | ||||||||||||||
Subordinated debt - related party |
— | — | ||||||||||||||
Other debt |
— | — |
Year |
Amount | |||
Remainder of 2021 |
$ | |||
2022 |
||||
2023 |
||||
2024 |
||||
2025 |
||||
Thereafter |
||||
|
|
|||
Total |
$ | |||
|
|
Three Months Ended June 30, |
||||||||||||||||
2021 |
2020 |
|||||||||||||||
(in thousands except per unit and per unit data) |
Preferred Unit |
Profit Unit Interest |
Preferred Unit |
Profit Unit Interest |
||||||||||||
Numerator: |
||||||||||||||||
Net income available to unit holders |
$ |
$ |
$ |
$ |
||||||||||||
Denominator: |
||||||||||||||||
Weighted average units outstanding - basic |
||||||||||||||||
Diluted common unit equivalents |
— |
— |
— |
|||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Weighted average units outstanding - diluted |
||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Basic earnings per unit |
$ |
$ |
$ |
$ |
||||||||||||
Diluted earnings per unit |
$ |
$ |
$ |
$ |
||||||||||||
Six Months Ended June 30, |
||||||||||||||||
2021 |
2020 |
|||||||||||||||
(in thousands except per unit and per unit data) |
Preferred Unit |
Profit Unit Interest |
Preferred Unit |
Profit Unit Interest |
||||||||||||
Numerator: |
||||||||||||||||
Net income available to unit holders |
$ |
$ |
$ |
$ |
||||||||||||
Denominator: |
||||||||||||||||
Weighted average units outstanding - basic |
||||||||||||||||
Diluted common unit equivalents |
— |
— |
— |
|||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Weighted average units outstanding - diluted |
||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Basic earnings per unit |
$ |
$ |
$ |
$ |
||||||||||||
Diluted earnings per unit |
$ |
$ |
$ |
$ |
ASSETS |
||||
Current assets |
||||
Cash |
$ | 1,137,685 | ||
Prepaid expenses |
228,465 | |||
|
|
|||
Total current assets |
$ | 1,366,150 | ||
|
|
|||
Marketable securities held in trust account |
243,380,833 | |||
|
|
|||
TOTAL ASSETS |
$ | 244,746,983 | ||
|
|
|||
LIABILITIES AND STOCKHOLDERS’ EQUITY |
||||
Current liabilities |
||||
Accounts payable |
$ | 135,648 | ||
|
|
|||
Total current liabilities |
135,648 | |||
Warrant liabilities |
22,436,103 | |||
|
|
|||
TOTAL LIABILITIES |
$ | 22,571,751 | ||
|
|
|||
COMMITMENTS AND CONTINGENCIES |
||||
Class A common stock, $0.0001 par value, subject to possible redemption, 21,215,577 shares at redemption value |
$ | 217,175,222 | ||
STOCKHOLDERS’ EQUITY |
||||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding |
$ | — | ||
Class A common stock, $0.0001 par value; 380,000,000 shares authorized; 3,140,798 shares issued and outstanding (excluding 21,215,577 shares subject to possible redemption) |
314 | |||
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 5,943,750 shares issued and outstanding |
594 | |||
Additional paid-in capital |
13,037,552 | |||
Accumulated deficit |
(8,038,450 | ) | ||
|
|
|||
Total Stockholders’ Equity |
$ | 5,000,010 | ||
|
|
|||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY |
$ | 244,746,983 | ||
|
|
Operating expenses: |
||||
Formation costs |
$ | 1,000 | ||
General and administrative expenses |
190,470 | |||
|
|
|||
Loss from operations |
$ | (191,470 | ) | |
Other income (expense): |
||||
Change in fair value of warrant liabilities |
$ | (7,852,813 | ) | |
Investment income on trust account |
5,833 | |||
|
|
|||
Total other income (expense) |
$ | (7,846,980 | ) | |
|
|
|||
Net Loss |
$ | (8,038,450 | ) | |
Weighted average common shares outstanding |
||||
Basic and diluted(1) |
7,016,091 | |||
|
|
|||
Basic and diluted net loss per share |
$ | (1.15 | ) | |
|
|
(1) | Excludes an aggregate of up to 21,215,577 shares subject to possible redemption at December 31, 2020. |
Class A Common Stock | Class B Common Stock | Additional Paid-in |
Accumulated Deficit |
Total Stockholders’ Equity |
||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Capital | ||||||||||||||||||||||||
Balance at June 24, 2020 (inception) |
— | $ | — | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||
Class B common shares issued to initial shareholder (1) |
— | — | 5,943,750 | 594 | 29,406 | — | 30,000 | |||||||||||||||||||||
Sale of 23,775,000 units at $10 per unit in IPO, including over-allotment, net of underwriters’ discount and offering expenses |
23,775,000 | 2,378 | — | — | 236,139,594 | — | 236,141,972 | |||||||||||||||||||||
Sale of 462,500 units at $10 per unit in private placement |
462,500 | 46 | — | — | 4,624,954 | — | 4,625,000 | |||||||||||||||||||||
Sale of 3,848,750 $11.50 exercise price warrants at $1.00 per warrant in private placement |
— | — | — | — | 3,848,750 | — | 3,848,750 | |||||||||||||||||||||
Sale of 1,512,500 $15.00 exercise price warrants at $0.10 per warrant in private placement |
— | — | — | — | 151,250 | — | 151,250 | |||||||||||||||||||||
Issuance of underwritter units, including over-allotment |
118,875 | 11 | — | — | (11 | ) | — | — | ||||||||||||||||||||
Common shares subject to possible redemption |
(21,215,577 | ) | (2,121 | ) | — | — | (217,173,101 | ) | — | (217,175,222 | ) | |||||||||||||||||
Classification of warrants as liabilities at issuance |
— | — | — | — | (14,583,290 | ) | — | (14,583,290 | ) | |||||||||||||||||||
Net loss |
— | — | — | — | — | (8,038,450 | ) | (8,038,450 | ) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance at December 31, 2020 |
3,140,798 | $ | 314 | 5,943,750 | $ | 594 | $ | 13,037,552 | $ | (8,038,450 | ) | $ | 5,000,010 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) | Includes the effect of forfeiture of 525,000 shares of Class B common stock upon partial exercise of over-allotment option by the underwriters on October 14, 2020. |
Cash flows from operating activities |
||||
Net loss |
$ | (8,038,450 | ) | |
Adjustments to reconcile net loss to net cash used in operating activities: |
||||
Changes in fair value of warrant liabilities |
7,852,812 | |||
Changes in operating assets and liabilities: |
||||
Prepaid expense |
(228,465 | ) | ||
Accounts payable |
135,648 | |||
|
|
|||
Net cash used in operating activities |
$ | (278,454 | ) | |
Cash flow from investing activities |
||||
Investment in marketable securities |
(243,380,833 | ) | ||
|
|
|||
Net cash used in investing activities |
(243,380,833 | ) | ||
Cash flows from financing activities |
||||
Proceeds from promissory note |
100,000 | |||
Repayment of promissory note |
(100,000 | ) | ||
Proceeds from sale of shares of common stock to initial stockholder |
30,000 | |||
Proceeds from sale of units in IPO, including over-allotment, net of offering costs |
$ | 236,141,972 | ||
Proceeds from sale of private units in private placement |
$ | 4,625,000 | ||
Proceeds from sale of $11.50 exercise warrants in private placement |
3,848,750 | |||
Proceeds from sale of $15 exercise warrants in private placement |
151,250 | |||
|
|
|||
Net Cash provided by financing activities |
$ | 244,796,972 | ||
Net increase in cash |
$ | 1,137,685 | ||
Cash at beginning of period |
— | |||
|
|
|||
Cash at end of period |
$ | 1,137,685 | ||
|
|
As Previously Reported |
Adjustments |
As Restated |
||||||||||
Balance Sheet as of October 2, 2020, as adjusted for exercise of over-allotment (filed on October 20, 2020) |
||||||||||||
Warrant liabilities |
$ | — | $ | 14,583,290 | $ | 14,583,290 | ||||||
Class A common stock subject to possible redemption |
$ | 238,374,990 | $ | (14,583,290 | ) | $ | 223,791,700 | |||||
Class A common stock |
$ | 107 | $ | 143 | $ | 250 | ||||||
Additional paid-in capital |
$ | 6,421,281 | $ | (143 | ) | $ | 6,421,138 | |||||
Accumulated deficit |
$ | (1,000 | ) | $ | — | $ | (1,000 | ) | ||||
Total stockholders’ equity |
$ | 6,420,982 | $ | — | $ | 6,420,982 | ||||||
Balance Sheet as of December 31, 2020 |
||||||||||||
Warrant liabilities |
$ | — | $ | 22,436,103 | $ | 22,436,103 | ||||||
Class A common stock subject to possible redemption |
$ | 238,374,990 | $ | (21,199,768 | ) | $ | 217,175,222 | |||||
Class A common stock |
$ | 107 | $ | 207 | $ | 314 | ||||||
Additional paid-in capital |
$ | 6,421,281 | $ | 6,616,271 | $ | 13,037,552 | ||||||
Accumulated deficit |
$ | (185,637 | ) | $ | (7,852,813 | ) | $ | (8,038,450 | ) | |||
Total stockholders’ equity |
$ | 6,236,345 | $ | (1,236,335 | ) | $ | 5,000,010 | |||||
Statement of Operations for the Period from June 24, 2020 (inception) to December 31, 2020 |
||||||||||||
Change in fair value of warrant liabilities |
$ | — | $ | (7,852,813 | ) | $ | (7,852,813 | ) | ||||
Net loss |
$ | (185,637 | ) | $ | (7,852,813 | ) | $ | (8,038,450 | ) | |||
Basic and diluted net loss per share, excluding Class A common shares subject to possible redemption |
$ | (0.03 | ) | $ | (1.12 | ) | $ | (1.15 | ) | |||
Statement of Cash Flows for the Period from June 24, 2020 (inception) to December 31, 2020 |
||||||||||||
Cash flows from operating activities: |
||||||||||||
Net loss |
$ | (185,637 | ) | $ | (7,852,813 | ) | $ | (8,038,450 | ) | |||
Adjustments to reconcile net loss to net cash used in operating activities: |
||||||||||||
Change in fair value of warrant liabilities |
$ | — | $ | 7,852,813 | $ | 7,852,813 |
Period Ended December 31, 2020 |
||||
Net loss |
$ | (8,038,450 | ) | |
Weighted average shares outstanding, basic and diluted |
7,016,091 | |||
|
|
|||
Basic and diluted net loss per common share |
$ | (1.15 | ) | |
|
|
Level 1: | Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. | |
Level 2: | Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. | |
Level 3: | Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. |
Description |
Level |
December 31, 2020 |
||||||
Assets: |
||||||||
Marketable securities held in Trust Account |
Level 1 | $ | 243,380,833 | |||||
Liabilities: |
||||||||
Public Warrants |
Level 1 | $ | 17,235,686 | |||||
Private Unit Warrants |
Level 3 | 209,629 | ||||||
$11.50 Exercise Price Warrants |
Level 3 | 3,488,911 | ||||||
$15 Exercise Price Warrants |
Level 3 | 1,447,997 | ||||||
Underwriter Warrants |
Level 3 | 53,880 | ||||||
Total warrant liabilities |
$ | 22,436,103 |
Inputs |
Private Unit Warrant |
$11.50 Exercise Price Warrant |
$15.00 Exercise Price Warrant |
Underwriter Warrant | ||||
Exercise price |
$11.50 | $11.50 | $15.00 | $11.50 | ||||
Unit price |
$10.00 | $10.00 | $10.00 | $10.00 | ||||
Volatility |
5% pre-merger / 20% post-merger |
5% pre-merger / 20% post-merger |
5% pre-merger / 20% post-merger |
5% pre-merger / 20% post-merger | ||||
Probability of completing a Business Combination |
60% | 60% | 60% | 60% | ||||
Expected term of the warrants |
6.75 | 6.75 | 11.75 | 6.75 | ||||
Risk-free rate |
0.12% pre-merger / 0.36% post-merger |
0.12% pre-merger / 0.36% post-merger |
0.12% pre-merger / 0.93% post-merger |
0.12% pre-merger / 0.36% post-merger | ||||
Dividend yield |
0 | 0 | 0 | 0 | ||||
Discount for lack of marketability |
15% | 15% | 15% | 15% |
Warrant liabilities as of June 24, 2020 (inception) |
$ | — | ||
Warrant liability recorded at issuance of warrants at close of IPO and private placement as of October 2, 2020, as adjusted for the issuance of warrants pursuant to the Underwriters’ over-allotment option |
14,583,290 | |||
Total warrant liabilities as of October 2, 2020, including for warrants issued in over-allotment |
$ | 14,583,290 | ||
Change in fair value of warrant liabilities |
7,852,813 | |||
Total warrant liabilities as of December 31, 2020 (1) |
$ | 22,436,103 |
(1) |
Due to the use of quoted prices in an active market for Public Warrants as of December 31, 2020, the Company had transfers out of Level 3 to Level 1 amounting to $17,235,686 as of December 31, 2020. The Company deems the transfer between levels to have occurred at the end of the period. |
June 30, 2021 |
December 31, 2020 |
|||||||
(Unaudited) |
||||||||
ASSETS |
||||||||
Current assets |
||||||||
Cash |
$ | 311,216 | $ | 1,137,685 | ||||
Prepaid expenses |
116,734 | 228,465 | ||||||
|
|
|
|
|||||
Total current assets |
$ | 427,950 | $ | 1,366,150 | ||||
Marketable securities held in trust account |
243,381,069 | 243,380,833 | ||||||
|
|
|
|
|||||
TOTAL ASSETS |
$ |
243,809,019 |
$ |
244,746,983 |
||||
|
|
|
|
|||||
LIABILITIES AND STOCKHOLDERS’ EQUITY |
||||||||
Current liabilities |
||||||||
Accounts payable |
$ | 1,540,245 | $ | 135,648 | ||||
|
|
|
|
|||||
Total current liabilities |
1,540,245 | 135,648 | ||||||
Warrant liabilities |
39,441,286 | 22,436,103 | ||||||
|
|
|
|
|||||
TOTAL LIABILITIES |
40,981,531 | 22,571,751 | ||||||
COMMITMENTS AND CONTINGENCIES |
||||||||
Class A common stock, $0.0001 par value, subject to possible redemption, 19,325,575 and 21,215,577 shares at redemption value, respectively |
$ | 197,827,478 | $ | 217,175,222 | ||||
STOCKHOLDERS’ EQUITY |
||||||||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding |
$ | — | $ | — | ||||
Class A common stock, $0.0001 par value; 380,000,000 shares authorized; 5,030,800 and 3,140,798 shares issued and outstanding, respectively (excluding 19,325,575 and 21,215,577 shares subject to possible redemption, respectively) |
503 | 314 | ||||||
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 5,943,750 shares issued and outstanding |
594 | 594 | ||||||
Additional paid-in capital |
32,385,107 | 13,037,552 | ||||||
Accumulated deficit |
(27,386,194 | ) | (8,038,450 | ) | ||||
|
|
|
|
|||||
Total Stockholders’ Equity |
$ |
5,000,010 |
$ |
5,000,010 |
||||
|
|
|
|
|||||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY |
$ |
243,809,019 |
$ |
244,746,983 |
||||
|
|
|
|
Three Months Ended June 30, 2021 |
For The Period From June 24, 2020 (Inception) To June 30, 2020 |
Six Months Ended June 30, 2021 |
||||||||||
Operating expenses: |
||||||||||||
General and administrative expenses |
$ | 543,637 | $ | — | $ | 2,354,632 | ||||||
|
|
|
|
|
|
|||||||
Loss from operations |
$ | (543,637 | ) | $ | — | $ | (2,354,632 | ) | ||||
Other income (expenses): |
||||||||||||
Change in fair value of warrant liabilities |
(15,724,159 | ) | — | (17,005,183 | ) | |||||||
Investment income on trust account |
$ | 6,069 | $ | — | $ | 12,071 | ||||||
|
|
|
|
|
|
|||||||
Total other income (expense) |
$ | (15,718,090 | ) | $ | — | $ | (16,993,112 | ) | ||||
Net Loss |
$ | (16,261,727 | ) | $ | — | $ | (19,347,744 | ) | ||||
Weighted average common shares outstanding |
||||||||||||
Basic and diluted (1) |
10,974,550 | — | 10,974,550 | |||||||||
|
|
|
|
|
|
|||||||
Basic and diluted net loss per share |
$ | (1.48 | ) | $ | — | $ | (1.76 | ) | ||||
|
|
|
|
|
|
(1) | Excludes an aggregate of up to 19,325,575 shares subject to possible redemption at June 30, 2021. |
Class A Common Stock |
Class B Common Stock |
Additional Paid-in Capital |
Accumulated Deficit |
Total Stockholders’ Equity |
||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
|||||||||||||||||||||||||
Balance at December 31, 2020 |
3,140,798 | $ | 314 | 5,943,750 | $ | 594 | $ | 13,037,552 | $ | (8,038,450 | ) | $ | 5,000,010 | |||||||||||||||
Net Loss |
— | — | — | — | — | (3,086,017 | ) | (3,086,017 | ) | |||||||||||||||||||
Change in common shares subject to possible redemption |
301,454 | 31 | — | — | 3,085,986 | — | 3,086,017 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance at March 31, 2021 |
3,442,252 | $ | 345 | 5,943,750 | $ | 594 | $ | 16,123,538 | $ | (11,124,467 | ) | $ | 5,000,010 | |||||||||||||||
Net Loss |
— | — | — | — | — | (16,261,727 | ) | (16,261,727 | ) | |||||||||||||||||||
Change in common shares subject to possible redemption |
1,588,548 | 158 | — | — | 16,261,569 | — | 16,261,727 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance at June 30, 2021 |
5,030,800 | $ | 503 | 5,943,750 | $ | 594 | $ | 32,385,107 | $ | (27,386,194 | ) | $ | 5,000,010 | |||||||||||||||
Class A Common Stock |
Class B Common Stock |
Additional Paid-in Capital |
Accumulated Deficit |
Total Stockholders’ Equity |
||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
|||||||||||||||||||||||||
June 24, 2020 (inception) (1) |
— | $ | — | — | $ | — | $ | — | $ | — | $ | — |
(1) | Same balances as of June 30, 2020. |
Six Months Ended June 30, 2021 |
For The Period From June 24, 2020 (Inception) To June 30, 2020 |
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Cash flows from operating activities |
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Net loss |
$ | (19,347,744 | ) | — | ||||
Adjustments to reconcile net loss to net cash used in operating activities: |
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Change in fair value of warrant liabilities |
17,005,183 | — | ||||||
Changes in operating assets and liabilities: |
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Prepaid expense |
111,731 | — | ||||||
Accounts payable |
1,404,597 | — | ||||||
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Net cash used in operating activities |
$ | (826,233 | ) | $ | — | |||
Cash flow from investing activities |
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Investment in marketable securities |
(236 | ) | — | |||||
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Net cash used in investing activities |
$ | (236) | $ | — | ||||
Cash flows from financing activities |
$ | — | $ | — | ||||
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Net increase in cash |
$ | (826,469 | ) | $ | — | |||
Cash at beginning of period |
1,137,685 | — | ||||||
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Cash at end of period |
$ | 311,216 | $ | — | ||||
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Three Months Ended June 30, 2021 |
Six Months Ended June 30, 2021 |
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Net loss |
$ | (16,261,727 | ) | $ | (19,347,744 | ) | ||
Weighted average shares outstanding, basic and diluted |
10,974,550 | 10,974,550 | ||||||
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Basic and diluted net loss per common share |
$ | (1.48 | ) | $ | (1.76 | ) | ||
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Level 1: | Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. | |||
Level 2: | Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. | |||
Level 3: | Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. |
Description |
Level |
June 30, 2021 |
December 31, 2020 |
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Assets: |
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Marketable securities held in Trust Account |
Level 1 | $ | 243,381,069 | $ | 243,380,833 | |||||||
Liabilities: |
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Public Warrants |
Level 1 | $ | 26,152,500 | $ | 17,235,686 | |||||||
Private Unit Warrants |
Level 3 | 507,353 | 209,629 | |||||||||
$11.50 Exercise Price Warrants |
Level 3 | 8,443,994 | 3,488,911 | |||||||||
$15 Exercise Price Warrants |
Level 3 | 4,207,037 | 1,447,997 | |||||||||
Underwriter Warrants |
Level 3 | 130,402 | 53,880 | |||||||||
Total warrant liabilities |
$ | 39,441,286 | $ | 22,436,103 |
Inputs |
Private Unit Warrant |
$11.50 Exercise Price Warrant |
$15.00 Exercise Price Warrant |
Underwriter Warrant | ||||||||||||
Exercise price |
$11.50 | $ 11.50 | $ 15.00 | $11.50 | ||||||||||||
Unit price |
$10.00 | $ 10.00 | $ 10.00 | $10.00 | ||||||||||||
Volatility |
5% pre- merger / 34% post-merger |
5% pre- merger / 34% post-merger |
5% pre- merger / 34% post-merger |
5% pre- merger / 34% post-merger |
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Probability of completing a Business Combination |
95 | % | 95 | % | 95 | % | 95 | % | ||||||||
Expected term of the warrants |
5.05 | 5.05 | 10.05 | 5.05 | ||||||||||||
Risk-free rate |
0.05% pre- merger / 0.87% post-merger |
0.05% pre- merger / 0.87% post-merger |
0.05% pre- merger / 1.45% post-merger |
0.05% pre- merger / 0.87% post-merger |
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Dividend yield |
0 | 0 | 0 | 0 | ||||||||||||
Discount for lack of marketability |
15 | % | 15 | % | 15 | % | 15 | % |
Inputs |
Private Unit Warrant |
$11.50 Exercise Price Warrant |
$15.00 Exercise Price Warrant |
Underwriter Warrant | ||||||||||||
Exercise price |
$ 11.50 | $ 11.50 | $ 15.00 | $ 11.50 | ||||||||||||
Unit price |
$ 10.00 | $ 10.00 | $ 10.00 | $ 10.00 | ||||||||||||
Volatility |
5% pre- merger / 20% post-merger |
5% pre- merger / 20% post-merger |
5% pre- merger / 20% post-merger |
5% pre- merger / 20% post-merger |
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Probability of completing a Business Combination |
60 | % | 60 | % | 60 | % | 60 | % | ||||||||
Expected term of the warrants |
6.75 | 6.75 | 11.75 | 6.75 | ||||||||||||
Risk-free rate |
0.12% pre- merger / 0.36% post-merger |
0.12% pre- merger / 0.36% post-merger |
0.12% pre- merger / 0.93% post-merger |
0.12% pre- merger / 0.36% post-merger |
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Dividend yield |
0 | 0 | 0 | 0 | ||||||||||||
Discount for lack of marketability |
15 | % | 15 | % | 15 | % | 15 | % |
Total warrant liabilities as of December 31, 2020 |
$ | 22,436,103 | ||
Change in fair value of warrant liabilities |
1,281,024 | |||
Total warrant liabilities as of March 31, 2021 |
$ | 23,717,127 | ||
Change in fair value of warrant liabilities |
15,724,159 | |||
Total warrant liabilities as of June 30, 2021 |
$ | 39,441,286 |
Item 13. |
Other Expenses of Issuance and Distribution. |
SEC registration fee |
$ | 118,386.33 | ||
Accounting fees and expenses |
* | |||
Legal fees and expenses |
* | |||
Printing and engraving expenses |
* | |||
Miscellaneous |
* | |||
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Total |
* |
* | These fees are calculated based on the securities offered and the number of issuances and accordingly cannot be defined at this time. |
Item 14. |
Indemnification of Directors and Officers. |
Item 15. |
Recent Sales of Unregistered Securities. |
Item 16. |
Exhibits and Financial Statement Schedules. |
† | Certain portions of this exhibit have been omitted pursuant to Regulation S-K Item (601)(b)(10). |
+ | Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request. |
* | Filed herewith. |
Item 17. |
Undertakings. |
OppFi Inc. | ||
By: /s/ Jared Kaplan | ||
Name: | Jared Kaplan | |
Title: | Chief Executive Officer |
Name |
Position |
Date | ||
/s/ Jared Kaplan |
Chief Executive Officer (Principal Executive Officer) and Director | August 11, 2021 | ||
Jared Kaplan | ||||
/s/ Shiven Shah |
Chief Financial Officer (Principal Financial Officer) | August 11, 2021 | ||
Shiven Shah |
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/s/ Pamela Johnson |
Chief Accounting Officer (Principal Accounting Officer) | August 11, 2021 | ||
Pamela Johnson | ||||
/s/ Todd Schwartz |
Executive Chairman of the Board | August 11, 2021 | ||
Todd Schwartz |
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/s/ Christina Favilla |
Director | August 11, 2021 | ||
Christina Favilla |
Name |
Position |
Date | ||
/s/ Jocelyn Moore |
Director | August 11, 2021 | ||
Jocelyn Moore |
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/s/ Theodore Schwartz |
Director | August 11, 2021 | ||
Theodore Schwartz |
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/s/ David Vennettilli |
Director | August 11, 2021 | ||
David Vennettilli |
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/s/ Greg Zeeman |
Director | August 11, 2021 | ||
Greg Zeeman |