OPFI 10-K Annual Report Dec. 31, 2021 | Alphaminr
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OPFI 10-K Fiscal year ended Dec. 31, 2021

Balance Sheet
Cash Flow
Income Statement
Debt
Name: OppFi Inc. <br /> CIK: 1818502 <br /> Filing Type: 10-K/A <br /> Report Date: 2021-12-31 <br /> Download URL: https://www.sec.gov/Archives/edgar/data/1818502/000181850223000002/opfi-20211231.htm <br />
TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related StockholderItem 6. [reserved]Item 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataNote 1. Organization and Nature Of OperationsNote 2. Significant Accounting PoliciesNote 3. Business CombinationNote 4. Finance ReceivablesNote 5. Property, Equipment and Software, NetNote 6. Accrued ExpensesNote 7. BorrowingsNote 8. WarrantsNote 9. Stockholders Equity/members EquityNote 10. Stock-based CompensationNote 11. Income TaxesNote 12. Interest and Loan Related Income, NetNote 13. Interest Expense and Amortized Debt Issuance CostsNote 14. Fair Value MeasurementsNote 15. Commitments, Contingencies and Related Party TransactionsNote 16. Concentration Of Credit RiskNote 17. Retirement PlanNote 18. Earnings Per ShareNote 19. Subsequent EventsItem 9. Changes in and Disagreement with Accountants on Accounting andItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and ManagementItem 13. Certain Relationships and Related Transactions, and DirectorItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibit and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

2.1 Business Combination Agreement, dated as of February 9, 2021, by and among the Company, Opportunity Financial, LLC and Todd Schwartz, in his capacity as the Members Representative (incorporated by reference to Exhibit 2.1 of FG New America Acquisition Corp.s Current Report on Form 8-K (File No. 001-39550) filed with the SEC on February 11, 2021). 3.1 Second Amended and Restated Certificate of Incorporation of OppFi Inc. (Incorporated by reference toExhibit 3.1 to the Companys Amendment No. 1 to the Registration Statement on Form 8-A (File No. 001- 39550) filed by the Company with the SEC on July 21, 2021). 3.2 Amended and Restated Bylaws of OppFi Inc. (Incorporated by reference to Exhibit 3.2 to the Companys Amendment No. 1 to the Registration Statement on Form 8-A (File No. 001-39550) filed by the Company with the SEC on July 21, 2021). 4.1 Form of Warrant Certificate (Incorporated by reference to Exhibit 4.1 to the Companys Amendment No. 1 to the Registration Statement on Form 8-A (File No. 001-39550) filed by the Company with the SEC on July 21, 2021). 4.2 Warrant Agreement, dated as of September 29, 2020, by and between FG New America Acquisition Corp. and Continental Stock Transfer Trust Company (Incorporated by reference to Exhibit 4.1 to FG New America Acquisition Corp.s Current Report on Form 8-K (File No. 001-39550) filed by the Company with the SEC on October 2, 2020). 4.3* Description of Securities. 10.1 Tax Receivable Agreement, dated as of July 20, 2021, by and among the Company, Opportunity Financial, LLC, the Members and the Members Representative (incorporated by reference to Exhibit 10.1 of the Companys Current Report on Form 8-K (File No. 001-39550) filed with the SEC on July 26, 2021) 10.2 Investor Rights Agreement, dated as of July 20, 2021, by and among the Company, the Founder Holders, the Members, the Members Representative and certain other parties thereto (Incorporated by reference to Exhibit 10.1 to the Companys Amendment No. 1 to the Registration Statement on Form 8-A (File No. 001-39550) filed by the Company with the SEC on July, 2021). 10.3+ Third Amended and Restated Limited Liability Company Agreement of Opportunity Financial, LLC (incorporated by reference to Exhibit 10.3 of the Companys Current Report on Form 8-K (File No. 001-39550) filed with the SEC on July 26, 2021) 10.4 Form of Indemnification Agreement (incorporated by reference to Exhibit 10.4 of the Companys Current Report on Form 8-K (File No. 001-39550) filed with the SEC on July 26, 2021). 10.5+ Executive Employment Agreement, dated July 8, 2021, by and between Opportunity Financial, LLC and Neville Crawley (incorporated by reference to Exhibit 10.6 of the Companys Current Report on Form 8-K (File No. 001- 39550) filed with the SEC on July 26, 2021). 10.6+ Employment Agreement, dated February 28, 2022, by and between Opportunity Financial, LLC and Mr. Shiven Shah. 10.7+ Amended and Restated Revolving Credit Agreement, dated January, 31, 2020, by and among Opportunity Financial, LLC, Opportunity Funding SPE III, LLC, OppWin, LLC, the Lenders party thereto, and Ares Agent Services, L.P. (incorporated by reference to Exhibit 10.9 of the Companys Current Report on Form 8-K (File No. 001-39550) filed with the SEC on July 26, 2021). 10.8 Amendment No. 1 to Amended and Restated Revolving Credit Agreement, dated June 5, 2020, by and among Opportunity Financial, LLC, Opportunity Funding SPE III, LLC, OppWin, LLC, the Lenders party thereto, and Ares Agent Services, L.P. (incorporated by reference to Exhibit 10.10 of the Companys Current Report on Form 8-K (File No. 001-39550) filed with the SEC on July 26, 2021). 10.9 Amendment No. 2 to Amended and Restated Revolving Credit Agreement, dated June 26, 2020, by and among Opportunity Financial, LLC, Opportunity Funding SPE III, LLC, OppWin, LLC, the Lenders party thereto, and Ares Agent Services, L.P. (incorporated by reference to Exhibit 10.11 of the Companys Current Report on Form 8-K (File No. 001-39550) filed with the SEC on July 26, 2021). 10.10 Amendment No. 3 to Amended and Restated Revolving Credit Agreement, dated November 13, 2020, by and among Opportunity Financial, LLC, Opportunity Funding SPE III, LLC, OppWin, LLC, the Lenders party thereto, and Ares Agent Services, L.P. (incorporated by reference to Exhibit 10.12 of the Companys Current Report on Form 8-K (File No. 001-39550) filed with the SEC on July 26, 2021). 10.11 Amendment No. 4 to Amended and Restated Revolving Credit Agreement and Amendment No. 2 to Fee Letter, dated December 16, 2020, by and among Opportunity Financial, LLC, Opportunity Funding SPE III, LLC, OppWin, LLC, the Lenders party thereto, and Ares Agent Services, L.P. (incorporated by reference to Exhibit 10.13 of the Companys Current Report on Form 8-K (File No. 001-39550) filed with the SEC on July 26, 2021). 10.12+ Revolving Credit Agreement, dated April 15, 2019, by and among Opportunity Financial, LLC, Opportunity Funding SPE IV, LLC, OppWin, LLC, the Lenders party thereto, and Ares Agent Services, L.P. (incorporated by reference to Exhibit 10.14 of the Companys Current Report on Form 8-K (File No. 001-39550) filed with the SEC on July 26, 2021). 10.13 Amendment No. 1 to Revolving Credit Agreement, dated July 18, 2019, by and among Opportunity Financial, LLC, Opportunity Funding SPE IV, LLC, OppWin, LLC, the Lenders party thereto, and Ares Agent Services, L.P. (incorporated by reference to Exhibit 10.15 of the Companys Current Report on Form 8-K (File No. 001-39550)filed with the SEC on July 26, 2021) 10.14 Amendment No. 2 to Revolving Credit Agreement, dated December 20, 2019, by and among Opportunity Financial, LLC, Opportunity Funding SPE IV, LLC, OppWin, LLC, the Lenders party thereto, and Ares Agent Services, L.P. (incorporated by reference to Exhibit 10.16 of the Companys Current Report on Form 8-K (File No. 001-39550) filed with the SEC on July 26, 2021). 10.15 Amendment No. 3 to Revolving Credit Agreement, dated January 31, 2019, by and among Opportunity Financial, LLC, Opportunity Funding SPE IV, LLC, OppWin, LLC, the Lenders party thereto, and Ares Agent Services, L.P. (incorporated by reference to Exhibit 10.17 of the Companys Current Report on Form 8-K (File No. 001-39550)filed with the SEC on July 26, 2021). 10.16 Amendment No. 4 to Revolving Credit Agreement, dated February 14, 2020, by and among Opportunity Financial, LLC, Opportunity Funding SPE IV, LLC, OppWin, LLC, the Lenders party thereto, and Ares Agent Services, L.P. (incorporated by reference to Exhibit 10.18 of the Companys Current Report on Form 8-K (File No. 001-39550) filed with the SEC on July 26, 2021). 10.17 Amendment No. 5 to Revolving Credit Agreement, dated June 5, 2020, by and among Opportunity Financial, LLC, Opportunity Funding SPE IV, LLC, OppWin, LLC, the Lenders party thereto, and Ares Agent Services, L.P. (incorporated by reference to Exhibit 10.19 of the Companys Current Report on Form 8-K (File No. 001-39550) filed with the SEC on July 26, 2021). 10.18 Amendment No. 6 to Revolving Credit Agreement, dated June 26, 2020, by and among Opportunity Financial, LLC, Opportunity Funding SPE IV, LLC, OppWin, LLC, the Lenders party thereto, and Ares Agent Services, L.P. (incorporated by reference to Exhibit 10.20 of the Companys Current Report on Form 8-K (File No. 001-39550)filed with the SEC on July 26, 2021). 10.19 Amendment No. 7 to Revolving Credit Agreement, dated November 13, 2020by and among Opportunity Financial, LLC, Opportunity Funding SPE IV, LLC, OppWin, LLC, the Lenders party thereto, and Ares Agent Services, L.P. (incorporated by reference to Exhibit 10.21 of the Companys Current Report on Form 8-K (File No. 001-39550) filed with the SEC on July 26, 2021) 10.20 Amendment No. 8 to Revolving Credit Agreement and Amendment No. 2 to Fee Letter, dated December 16, 2020, by and among Opportunity Financial, LLC, Opportunity Funding SPE IV, LLC, OppWin, LLC, the Lenders party thereto, and Ares Agent Services, L.P. (incorporated by reference to Exhibit 10.22 of the Companys Current Report on Form 8-K (File No. 001-39550) filed with the SEC on July 26, 2021) 10.21+ Senior Secured Multi-Draw Term Loan Facility, dated November 9, 2018, as amended, by and among Opportunity Financial, LLC, the other Borrowers party thereto, the Lenders party thereto, and Midtown Madison Management LLC (incorporated by reference to Exhibit 10.23 of the Companys Current Report on Form 8-K (File No. 001-39550) filed with the SEC on July 26, 2021). 10.22 First Amendment to Senior Secured Multi-Draw Term Loan Facility, dated April 15, 2019, by and among Opportunity Financial, LLC, the other Borrowers party thereto, the Lenders party thereto, and Midtown Madison Management LLC (incorporated by reference to Exhibit 10.24 of the Companys Current Report on Form 8-K (File No. 001-39550) filed with the SEC on July 26, 2021). 10.23 Second Amendment to Senior Secured Multi-Draw Term Loan Facility, dated May 31, 2019, by and among Opportunity Financial, LLC, the other Borrowers party thereto, the Lenders party thereto, and Midtown Madison Management LLC (incorporated by reference to Exhibit 10.25 of the Companys Current Report on Form 8-K (File No. 001-39550) filed with the SEC on July 26, 2021). 10.24 Third Amendment to Senior Secured Multi-Draw Term Loan Facility, dated February 14, 2020, by and among Opportunity Financial, LLC, the other Borrowers party thereto, the Lenders party thereto, and Midtown Madison Management LLC (incorporated by reference to Exhibit 10.26 of the Companys Current Report on Form 8-K (File No. 001-39550) filed with the SEC on July 26, 2021). 10.25 Fourth Amendment to Senior Secured Multi-Draw Term Loan Facility, dated August 13, 2020, by and among Opportunity Financial, LLC, the other Borrowers party thereto, the Lenders party thereto, and Midtown Madison Management LLC (incorporated by reference to Exhibit 10.27 of the Companys Current Report on Form 8-K (File No. 001-39550) filed with the SEC on July 26, 2021). 10.26 Omnibus Amendment to Loan Agreement and Other Basic Documents, dated March 23, 2021, by and among Opportunity Financial, LLC, the other Borrowers party thereto, the Lenders party thereto, and Midtown Madison Management LLC (incorporated by reference to Exhibit 10.28 of the Companys Current Report on Form 8-K (File No. 001-39550) filed with the SEC on July 26, 2021). 10.27 Sixth Amendment to Senior Secured Multi-Draw Term Loan Facility, dated July 19, 2021, by and among Opportunity Financial, LLC, the other Borrowers party thereto, the Lenders party thereto, and Midtown Madison Management LLC (incorporated by reference to Exhibit 10.29 of the Companys Current Report on Form 8-K (File No. 001-39550) filed with the SEC on July 26, 2021). 10.28 Seventh Amendment to Senior Secure Multi-Draw Term Loan Facility, dated November 3, 2021 by and among Opportunity Financial, LLC, the other credit parties party thereto, the Lenders party thereto, and Midtown Madison Management LLC (incorporated by reference to Exhibit 10.1 of the Companys Quarterly Report on Form 10-Q (File No. 001-39550) filed with the SEC November 15, 2021). 10.29 Eighth Amendment to Senior Secured Multi-Draw Term Loan Facility dated November 10, 2021, by and among Opportunity Financial, LLC, the other credit parties party thereto, the Lenders party thereto, and Midtown Madison Management LLC (incorporated by reference to Exhibit 10.2 of the Companys Quarterly Report on Form 10-Q (File No. 001-39550) filed with the SEC November 15, 2021). 10.30+ Amended and Restated Program Agreement, dated November 9, 2018, by and among Opportunity Financial, LLC, Opportunity Funding SPE II, LLC and Midtown Madison Management LLC (incorporated by reference to Exhibit 10.30 of the Companys Current Report on Form 8-K (File No. 001-39550) filed with the SEC on July 26, 2021). 10.31 First Amendment to the Program Agreement, dated May 13, 2020, by and among Opportunity Financial, LLC, Opportunity Funding SPE II, LLC and Midtown Madison Management LLC (incorporated by reference to Exhibit 10.31 of the Companys Current Report on Form 8-K (File No. 001-39550) filed with the SEC on July 26, 2021). 10.32 Second Amendment to the Program Agreement, dated July 19, 2021, by and among Opportunity Financial, LLC, Opportunity Funding SPE II, LLC and Midtown Madison Management LLC (incorporated by reference to Exhibit 10.32 of the Companys Current Report on Form 8-K (File No. 001-39550) filed with the SEC on July 26, 2021). 10.33+ Revolving Credit Agreement, dated April 15, 2019, by and among Opportunity Financial, LLC, Opportunity Funding SPE V LLC, OppWin, LLC, the Lenders party thereto, and Midtown Madison Management LLC (incorporated by reference to Exhibit 10.33 of the Companys Current Report on Form 8-K (File No. 001-39550) filed with the SEC on July 26, 2021). 10.34 First Amendment to Revolving Credit Agreement, dated June 20, 2019, by and among Opportunity Financial, LLC, Opportunity Funding SPE V LLC, OppWin, LLC, the Lenders party thereto, and Midtown Madison Management LLC (incorporated by reference to Exhibit 10.34 of the Companys Current Report on Form 8-K (File No. 001-39550) filed with the SEC on July 26, 2021). 10.35 Amendment No. 2 to Revolving Credit Agreement, dated December 26, 2019, by and among Opportunity Financial, LLC, Opportunity Funding SPE V LLC, OppWin, LLC, the Lenders party thereto, and Midtown Madison Management LLC (incorporated by reference to Exhibit 10.35 of the Companys Current Report on Form 8-K (File No. 001-39550) filed with the SEC on July 26, 2021). 10.36 Amendment No. 3 to Revolving Credit Agreement, dated February 14, 2020, by and among Opportunity Financial, LLC, Opportunity Funding SPE V LLC, OppWin, LLC, the Lenders party thereto, and Midtown Madison Management LLC (incorporated by reference to Exhibit 10.36 of the Companys Current Report on Form 8-K (File No. 001-39550) filed with the SEC on July 26, 2021). 10.37 Amendment No. 4 to Revolving Credit Agreement, dated May 11, 2020, by and among Opportunity Financial, LLC, Opportunity Funding SPE V LLC, OppWin, LLC, the Lenders party thereto, and Midtown Madison Management LLC (incorporated by reference to Exhibit 10.37 of the Companys Current Report on Form 8-K (File No. 001-39550) filed with the SEC on July 26, 2021). 10.38 Amendment No. 6 to Revolving Credit Agreement and other Credit Documents, dated October 13, 2021, by and among Opportunity Financial, LLC, Opportunity Funding SPE V LLC, Opportunity Funding SPE VII, the other parties thereto and Midtown Madison Management LLC (incorporated by reference to Exhibit 10.1 of the Companys Current Report on Form 8-K (File No. 001-39550) filed with the SEC on October 19, 2021). 10.39+ Revolving Credit Agreement, dated August 19, 2019, by and among Opportunity Financial, LLC, Opportunity Funding SPE IV LLC, OppWin, LLC, the Lenders party thereto, and BMO Harris Bank N.A. (incorporated by reference to Exhibit 10.38 of the Companys Current Report on Form 8-K (File No. 001-39550) filed with the SEC on July 26, 2021). 10.40 Amendment No. 1 to Revolving Credit Agreement, dated December 20, 2019, by and among Opportunity Financial, LLC, Opportunity Funding SPE IV LLC, OppWin, LLC, the Lenders party thereto, and BMO Harris Bank N.A. (incorporated by reference to Exhibit 10.39 of the Companys Current Report on Form 8-K (File No. 001-39550) filed with the SEC on July 26, 2021). 10.41 Amendment No. 2 to Revolving Credit Agreement, dated February 13, 2020, by and among Opportunity Financial, LLC, Opportunity Funding SPE IV LLC, OppWin, LLC, the Lenders party thereto, and BMO Harris Bank N.A. (incorporated by reference to Exhibit 10.40 of the Companys Current Report on Form 8-K (File No. 001-39550) filed with the SEC on July 26, 2021). 10.42 Amendment No. 3 to Revolving Credit Agreement, dated May 5, 2020, by and among Opportunity Financial, LLC, Opportunity Funding SPE IV LLC, OppWin, LLC, the Lenders party thereto, and BMO Harris Bank N.A. (incorporated by reference to Exhibit 10.41 of the Companys Current Report on Form 8-K (File No. 001-39550) filed with the SEC on July 26, 2021). 10.43 Amendment No. 4 to Revolving Credit Agreement, dated March 31, 2021, by and among Opportunity Financial, LLC, Opportunity Funding SPE IV LLC, OppWin, LLC, the Lenders party thereto, and BMO Harris Bank N.A. (incorporated by reference to Exhibit 10.42 of the Companys Current Report on Form 8-K (File No. 001-39550) filed with the SEC on July 26, 2021). 10.44+ Amendment No. 6 to Revolving Credit Agreement, dated September 30, 2021, by and among Opportunity Financial, LLC, Opportunity Funding SPE IV LLC, OppWin, LLC, SalaryTap, LLC, SalaryTap Funding SPE, LLC, the other parties thereto and BMO Harris Bank N.A. (incorporated by reference to Exhibit 10.1 of the Companys Current Report on Form 8-K (File No. 001-39550) filed with the SEC October 5, 2021). 10.45 Note, dated April 13, 2020, made by Opportunity Financial, LLC in favor of BMO Harris Bank N.A. (incorporated by reference to Exhibit 10.43 of the Companys Current Report on Form 8-K (File No. 001-39550) filed with the SEC on July 26, 2021). 10.46+ Marketing and Program Management Agreement, dated as of April 17, 2020, by and between Capital Community Bank and Opportunity Financial, LLC (incorporated by reference to Exhibit 10.44 of the Companys Current Report on Form 8-K (File No. 001-39550) filed with the SEC on July 26, 2021). 10.47 First Amendment to Marketing and Program Management Agreement, dated as of August 10, 2020, by and between Capital Community Bank and Opportunity Financial, LLC (incorporated by reference to Exhibit 10.45 of the Companys Current Report on Form 8-K (File No. 001-39550) filed with the SEC on July 26, 2021). 10.48+ Loan Program Agreement, dated as of October 31, 2017, by and between FinWise Bank and Opportunity Financial, LLC (incorporated by reference to Exhibit 10.46 of the Companys Current Report on Form 8-K (File No. 001-39550) filed with the SEC on July 26, 2021). 10.49 First Amendment to the Loan Program Agreement, dated as of January 18, 2018, by and between FinWise Bank and Opportunity Financial, LLC (incorporated by reference to Exhibit 10.47 of the Companys Current Report on Form 8-K (File No. 001-39550) filed with the SEC on July 26, 2021). 10.51 Form of OppFi Inc. Stock Option Agreement (incorporated by reference to Exhibit 10.49 of the Companys Current Report on Form 8-K (File No. 001-39550) filed with the SEC on July 26, 2021). 10.52 Form of OppFi Inc. Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.4 of the Companys Registration Statement on Form S-8 (File No. 333-259854) filed with the SEC on September 28, 2021). 10.53 OppFi Management Holdings, LLC Profits Interest Plan (incorporated by reference to Exhibit 10.50 of the Companys Current Report on Form 8-K (File No. 001-39550) filed with the SEC on July 26, 2021). 10.54 Form of OppFi Management Holdings, LLC Profits Interest Plan Management Profits Interest Agreement (incorporated by reference to Exhibit 10.51 of the Companys Current Report on Form 8-K (File No. 001-39550) filed with the SEC on July 26, 2021). 10.55+ Program Marketing and Servicing Agreement, dated November 1, 2019, by and between First Electronic Bank and Opportunity Financial, LLC (incorporated by reference to Exhibit 10.52 of the Companys Current Report on Form 8-K (File No. 001-39550) filed with the SEC on July 26, 2021). 10.57+ Amendment No. 5 to Revolving Credit Agreement, dated August 6, 2021, by and among Opportunity Financial, LLC, Opportunity Funding SPE IV LLC, OppWin, LLC, the Lenders party thereto, and BMO Harris Bank N.A. (incorporated by reference to Exhibit 10.3 of the Companys Quarterly Report on Form 10-Q (File No. 001-39550) filed with the SEC on August 10, 2021). 21.1* Subsidiaries of OppFi Inc 23.1** Consent of Independent Registered Public AccountingFirm, RSM US LLP 31.1** Certification of Chief Executive Officerpursuant to Rule 13a-14(a) and Rule 15d-14(a), asadoptedpursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2** Certification of Chief Financial Officer pursuantto Rule 13a-14(a) and Rule 15d-14(a), as adopted pursuantto Section 302 of the Sarbanes-Oxley Act of 2002 32.1** Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2** Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002