Business Context and Reporting Period
Company: OppFi Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: December 6, 2022
Subject: Non-reliance on previously issued financial statements due to a misapplication of accounting guidance regarding diluted earnings per share (EPS) calculations.
Key Financial Metrics
This filing does not report new revenue, profit, cash flow, or liquidity figures. It addresses a retrospective correction to diluted GAAP earnings per share for prior periods. The filing states that the restatements will not impact operating performance or other key performance indicators.
Material Changes and Restatements
The Audit Committee concluded that previously issued financial statements for the following periods should no longer be relied upon due to a misapplication of FASB ASC 260-10-55-20(b) regarding the calculation of diluted EPS for equity units of a less-than-wholly owned subsidiary (OppFi-LLC Units):
- Fiscal Year Ended Dec 31, 2021: Diluted EPS to be reduced by $1.45 (revised to $0.48).
- Quarter Ended Mar 31, 2022: Diluted EPS to be reduced by $0.08 (revised to $0.00).
- Three Months Ended Sep 30, 2021: Diluted EPS to be reduced by $0.77 (revised to $0.29).
- Nine Months Ended Sep 30, 2021: Diluted EPS to be reduced by $0.79 (revised to $0.29).
Reports for the quarters ended June 30, 2022, and September 30, 2022, already reflect the correct methodology and remain reliable.
Outlook, Risks, and Management Commentary
Management Action: The Company will amend its Form 10-K for the year ended December 31, 2021, and its Form 10-Q for the quarter ended March 31, 2022, to restate the financial statements. The unaudited statements for the quarter ended September 30, 2021, will also be restated within the amended 10-K.
Impact Assessment: Management expects no impact on operating performance or reported key performance indicators other than diluted earnings per share.
Accounting Firm: Matters have been discussed with the independent registered public accounting firm, RSM US LLP.
Investor Verification Checklist
- Verify the upcoming amended Form 10-K (2021) and Form 10-Q (Q1 2022) for the restated diluted EPS figures.
- Confirm that the correction applies only to the treasury stock method vs. if-converted method for OppFi-LLC Units and does not affect net income or cash flow.
- Review the Company's disclosure regarding the specific accounting standard (ASC 260-10-55-20(b)) to understand the scope of the error.