Correspondence 0001193125-22-306631 from OppFi Inc. (OPFI, OPFI-WT) (CIK 0001818502) (OPFI)
OppFi Inc. (OPFI, OPFI-WT) (CIK 0001818502)
Date: Dec. 16, 2022 · CIK: 0001818502 · Accession: 0001193125-22-306631
AI Filing Summary & Sentiment
File numbers found in text: 001-39550
Letter
OppFi Inc.
130 East Randolph Street, Suite
Chicago, IL 60601
www.oppfi.com
Pamela Johnson
pjohnson@oppfi.com
T 309.208.4933
December 16, 2022
Via Edgar
Division of Corporation Finance
Office of Finance
United States Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Attention: William Schroeder and Michael Volley
Re: OppFi Inc.
Form 10-K filed March 11, 2022
File No. 001-39550
Ladies and Gentlemen:
OppFi Inc., a Delaware corporation (the “Company”), sets forth below the Company’s response to the letter, dated December 1, 2022, containing the comment of the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) with respect to the Company’s Form 10-K for the fiscal year ended December 31, 2021, filed with the Commission on March 11, 2022 (the “Form 10-K”).
In order to facilitate the Staff’s review of the Company’s response, we have restated in italics the Staff’s comment in this letter, and we have numbered the paragraph below to correspond to the number in the Staff’s letter. References to prior comments are to comments in the Staff’s September 28, 2022 letter.
1. Please refer to comment 2. Given the quantitative significance of the error to diluted earnings per share, among other factors, we disagree with the Company’s conclusion that the errors were not material. Please amend the applicable periodic filings to present restated financial statements reflecting the correction of an error in accordance with ASC 250, file a Form 8-K Item 4.02, and reconsider whether there was a deficiency in the internal control over financial reporting that was a material weakness which is required to be disclosed.
Response: The Company acknowledges the Staff’s comment and will amend the applicable periodic filings to present restated financial statements reflecting the correction of an error in accordance with ASC 250. In addition, management of the Company has concluded that the Company had a material weakness in its internal control over financial reporting due
Division of Corporation Finance
December 16, 2022
Page 2
to the misapplication of accounting guidance in connection with the Company’s calculations of diluted earnings per share and will disclose such material weakness in the amended periodic filings. On December 9, 2022, the Company filed a Form 8-K to disclose pursuant to Item 4.02 thereof the determination of the Audit Committee of the Company’s Board of Directors that the financial statements noted therein should no longer be relied upon.
* * * *
The Company appreciates the Staff’s attention to the review of the Form 10-K. Please do not hesitate to contact me at (309) 208-4933 or pjohnson@oppfi.com if you have any questions regarding this letter or the Form 10-K.
Very truly yours,
/s/ Pamela Johnson
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CORRESP 1 filename1.htm CORRESP OppFi Inc. 130 East Randolph Street, Suite 3400 Chicago, IL 60601 www.oppfi.com Pamela Johnson pjohnson@oppfi.com T 309.208.4933 December 16, 2022 Via Edgar Division of Corporation Finance Office of Finance United States Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attention: William Schroeder and Michael Volley Re: OppFi Inc. Form 10-K filed March 11, 2022 File No. 001-39550 Ladies and Gentlemen: OppFi Inc., a Delaware corporation (the “Company”), sets forth below the Company’s response to the letter, dated December 1, 2022, containing the comment of the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) with respect to the Company’s Form 10-K for the fiscal year ended December 31, 2021, filed with the Commission on March 11, 2022 (the “Form 10-K”). In order to facilitate the Staff’s review of the Company’s response, we have restated in italics the Staff’s comment in this letter, and we have numbered the paragraph below to correspond to the number in the Staff’s letter. References to prior comments are to comments in the Staff’s September 28, 2022 letter. 1. Please refer to comment 2. Given the quantitative significance of the error to diluted earnings per share, among other factors, we disagree with the Company’s conclusion that the errors were not material. Please amend the applicable periodic filings to present restated financial statements reflecting the correction of an error in accordance with ASC 250, file a Form 8-K Item 4.02, and reconsider whether there was a deficiency in the internal control over financial reporting that was a material weakness which is required to be disclosed. Response: The Company acknowledges the Staff’s comment and will amend the applicable periodic filings to present restated financial statements reflecting the correction of an error in accordance with ASC 250. In addition, management of the Company has concluded that the Company had a material weakness in its internal control over financial reporting due Division of Corporation Finance December 16, 2022 Page 2 to the misapplication of accounting guidance in connection with the Company’s calculations of diluted earnings per share and will disclose such material weakness in the amended periodic filings. On December 9, 2022, the Company filed a Form 8-K to disclose pursuant to Item 4.02 thereof the determination of the Audit Committee of the Company’s Board of Directors that the financial statements noted therein should no longer be relied upon. * * * * The Company appreciates the Staff’s attention to the review of the Form 10-K. Please do not hesitate to contact me at (309) 208-4933 or pjohnson@oppfi.com if you have any questions regarding this letter or the Form 10-K. Very truly yours, /s/ Pamela Johnson Pamela Johnson Chief Financial Officer cc: Joshua M. Samek, Esq. DLA Piper LLP (US)