Oportun Financial Corp
For the period ended Sep 30, 2024. Filed Nov 12, 2024.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2024 · Filed Nov 12, 2024
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Borrowings
| 8. | Borrowings |
Secured Financing
The following table presents information regarding the Company's Secured Financing facilities:
| September 30, 2024 · December 31, 2023 | |||||
|---|---|---|---|---|---|
| Variable Interest Entity | Facility Amount | Maturity Date | Interest Rate | Balance | Balance |
| (in thousands) | |||||
| Oportun CCW Trust (1) | $60,000 | December 1, 2024 | Adjusted SOFR + 3.41% | $53,223 | $68,409 |
| Oportun PLW Trust (2) | 306,452 | September 1, 2026 | Term SOFR + 3.40% | 4,710 | 221,542 |
| Oportun PLW II Trust | 245,200 | August 1, 2027 | Term SOFR + 3.08% | 67,460 | — |
| Total secured financing | $611,652 | $125,393 | $289,951 | ||
(1) As of December 31, 2023, the facility amount of the Secured Financing - CCW facility (Oportun CCW Trust) was $100.0 million.
(2)As of December 31, 2023, the facility amount of the Secured Financing - PLW facility (Oportun PLW Trust) was $600.0 million and the interest rate was adjusted SOFR plus 2.17%.
CCW Warehouse Facility
On January 31, 2024, the Company entered into an amendment to the Credit Card Warehouse facility to reduce the commitment amount from $100.0 million to $80.0 million and adjusted the minimum payment rate requirement, advance rate.
On September 24, 2024, the Company entered into an amendment to the Credit Card Warehouse facility to reduce the commitment amount from $80.0 million to $60.0 million and adjusted the minimum payment rate requirement for the months of September and October 2024 from 8.60% to 8.00%.
PLW Facility
On August 29, 2024, the Company (Oportun PLW Trust) entered into the Seventh Amendment to the PLW facility (the “PLW Facility”) to modify certain terms of the loan and security agreement to reduce the number of lenders thereunder and to extend the PLW Facility Termination Date until October 8, 2024, during which time no draws were available, and no unused fees accrued.
On September 20, 2024, the Company entered into an amendment to the loan and security agreement and other related documents (the “Master Amendment”) under the PLW Facility. Following the Master Amendment, the PLW Facility has atwo-year term and a borrowing capacity of $306.45 million. Borrowings under the PLW Facility loan and security agreement accrue interest at a rate equal to Term SOFR plus a weighted average spread of 3.40% and the advance rate for the PLW Facility is 95.0%, subject to certain triggers that could lower the advance rate to 92.0%.
PLW II Facility
On August 5, 2024, in connection with the closing of a new warehouse facility (the “PLW II Facility”), Oportun PLW II Trust, entered into a loan and security agreement with certain lenders from time to time party thereto, Wilmington Trust, National Association as collateral agent, administrative agent, paying agent, securities intermediary and depositary bank. The PLW II Facility has athree year term and a borrowing capacity of $245.2 million. Borrowings under the loan and security agreement accrue interest at a rate equal to Term SOFR plus a weighted average spread of 3.08%. The advance rate for the PLW II Facility is 95.0%, subject to certain triggers that could lower the advance rate to 92.0%.
Asset-backed Notes at Fair Value
The following table presents information regarding asset-backed notes at fair value:
| Variable Interest Entity | Initial note amount issued (1) | Initial collateral balance (2) | Current balance (1) | Current collateral balance (2) | Weighted average interest rate(3) | Original revolving period (4) |
|---|---|---|---|---|---|---|
| (in thousands) | ||||||
| Asset-backed notes recorded at fair value: | ||||||
| Oportun Issuance Trust (Series 2022-3) | $300,000 | $310,993 | $72,982 | $83,284 | 10.86% | N/A |
| Oportun Issuance Trust (Series 2022-2) | 400,000 | 410,212 | 56,595 | 65,372 | 10.40% | N/A |
| Oportun Issuance Trust (Series 2022-A) | 400,000 | 410,211 | 324,055 | 343,150 | 5.53% | 2 years |
| Oportun Issuance Trust (Series 2021-C) | 500,000 | 512,762 | 483,332 | 519,381 | 2.48% | 3 years |
| Oportun Issuance Trust (Series 2021-B) | 500,000 | 512,759 | 371,047 | 398,159 | 2.05% | 3 years |
| Oportun Funding XIV, LLC (Series 2021-A) | 375,000 | 383,632 | 78,684 | 89,564 | 1.79% | 2 years |
| Total asset-backed notes recorded at fair value | $2,475,000 | $2,540,569 | $1,386,695 | $1,498,910 | ||
| Variable Interest Entity | Initial note amount issued (1) | Initial collateral balance (2) | Current balance (1) | Current collateral balance (2) | Weighted average interest rate(3) | Original revolving period (4) |
|---|---|---|---|---|---|---|
| (in thousands) | ||||||
| Asset-backed notes recorded at fair value: | ||||||
| Oportun Issuance Trust (Series 2022-3) | $300,000 | $310,993 | $145,732 | $165,079 | 9.34% | N/A |
| Oportun Issuance Trust (Series 2022-2) | 400,000 | 410,212 | 135,825 | 156,027 | 8.46% | N/A |
| Oportun Issuance Trust (Series 2022-A) | 400,000 | 410,211 | 390,755 | 415,448 | 5.44% | 2 years |
| Oportun Issuance Trust (Series 2021-C) | 500,000 | 512,762 | 459,212 | 519,612 | 2.47% | 3 years |
| Oportun Issuance Trust (Series 2021-B) | 500,000 | 512,759 | 466,317 | 519,115 | 2.05% | 3 years |
| Oportun Funding XIV, LLC (Series 2021-A) | 375,000 | 383,632 | 182,164 | 200,758 | 1.78% | 2 years |
| Oportun Funding XIII, LLC (Series 2019-A) | 279,412 | 294,118 | — | — | —% | 3 years |
| Total asset-backed notes recorded at fair value | $2,754,412 | $2,834,687 | $1,780,005 | $1,976,039 | ||
(1)Initial note amount issued includes notes retained by the Company as applicable. The current balances are measured at fair value for asset-backed notes recorded at fair value.
(2)Includes the unpaid principal balance of loans receivable, the balance of required reserve funds, cash, cash equivalents and restricted cash pledged by the Company.
(3)Weighted average interest rate excludes notes retained by the Company. There were no notes retained by the Company as of September 30, 2024. The weighted average interest rate for Series 2022-A, Series 2022-2 and Series 2022-3 will change over time as the notes pay sequentially (in class priority order).
(4)The revolving period for Series 2021-A ended on March 1, 2023, Series 2021-B ended on May 1, 2024, and Series 2022-A ended on June 1, 2024. These asset-backed notes have been amortizing since then. Series 2022-2 and Series 2022-3 are both amortizing deals with no revolving period.
Asset-backed Borrowings at Amortized Cost
The following table represents information regarding the Company's Asset-backed borrowings at amortized cost:
| September 30, 2024 · December 31, 2023 | ||||
|---|---|---|---|---|
| Balance | Balance | |||
| Asset-backed borrowings at amortized cost | Pledged Asset (1) | Associated Liability | Pledged Asset (1) | Associated Liability |
| (in thousands) | ||||
| Oportun Issuance Trust 2024-2 | $223,250 | $221,843 | $— | $— |
| Oportun Issuance Trust 2024-1 | 118,020 | 117,430 | — | — |
| Oportun CL Trust 2023-A | 197,390 | 195,647 | 197,390 | 195,057 |
| Other Asset Backed Borrowings | 570,801 | 574,450 | 382,712 | 386,411 |
| Total asset-backed borrowings recorded at amortized cost: | $1,109,461 | $1,109,370 | $580,102 | $581,468 |
(1)The amount of pledged assets is recognized within the Loans Receivable at Fair Value on the Consolidated Balance Sheet.
On August 29, 2024, the Company announced the issuance of $223.3 million of series 2024-2 fixed-rate asset-backed notes secured by a pool of its unsecured and secured personal installment loans (the "2024-2 Securitization"). The 2024-2 Securitization included four classes of fixed rate notes. The notes were offered and sold in a private placement in reliance on Rule 144A under the U.S. Securities Act of 1933, as amended, and were priced with a weighted average yield of 8.22% per annum and weighted average coupon of 8.07% per annum.
On February 13, 2024, the Company announced the issuance of $199.5 million of Series 2024-1 fixed-rate asset-backed notes secured by a pool of its unsecured and secured personal installment loans (the "2024-1 Securitization"). The 2024-1 Securitization included four classes of fixed rate notes. The notes were offered and sold in a private placement in reliance on Rule 144A under the U.S. Securities Act of 1933, as amended, and were priced with a weighted average yield of 8.600% per annum and weighted average coupon of 8.434% per annum.
On October 20, 2023, the Company entered into a Receivables Loan and Security Agreement (the “Receivables Loan and Security Agreement”), pursuant to which the Company borrowed $197 million. Borrowings under the Receivables Loan and Security Agreement accrue interest at a weighted average interest rate equal to 10.05%.
On June 16, 2023, and August 3, 2023, the Company entered into forward flow whole loan sale agreements and has agreed to sell up to $300 million and $400 million of its personal loan originations over the next twelve months, respectively. The Company will continue to service these loans upon transfer of the receivables. While the economics of these transactions are structured as a whole loan sale, the transfer of these loans receivable does not qualify as a sale for accounting purposes. Accordingly, the related assets remain on the Company's balance sheet and cash proceeds received are reported as a secured borrowing under the caption of asset-backed borrowings at amortized cost with related interest expense recognized over the life of the related borrowing.
Acquisition and Corporate Financing
The following table presents information regarding the Company's Acquisition and Corporate Financings:
| September 30, 2024 · December 31, 2023 | |||||
|---|---|---|---|---|---|
| Entity | Original Balance | Maturity Date | Interest Rate | Balance | Balance |
| (in thousands) | |||||
| Oportun Financial Corporation (1) | $150,000 | September 14, 2026 | SOFR (minimum of 0.00%) + 12.00% | $193,791 | $204,100 |
| Oportun RF, LLC (2) | 116,000 | January 10, 2025 | SOFR (minimum of 0.00%) + 11.00% | 21,906 | 54,646 |
| Total acquisition and corporate financings | $266,000 | $215,697 | $258,746 | ||
(1) The Corporate Financing facility (Oportun Financial Corporation) was amended and upsized by $75.0 million on March 10, 2023.
(2) As of December 31, 2023, the maturity date of the Acquisition Financing facility (Oportun RF, LLC) was October 10, 2024.
Amendments to Corporate Financing
On March 12, 2024, the Company entered into Amendment No. 3 to the Corporate Financing (the “Third Amendment”). The Third Amendment included modifications to the minimum asset coverage ratio covenant levels, provided for an interest rate step-up of 3.00% per annum for certain months beginning in August 2024 in which the asset coverage ratio is less than 1.00 to 1.00, and required certain principal payments in amounts equal to $5.7 million per month to be made on the last business day of each of March, April and May 2024. In addition, the Third Amendment required principal payments equal to 100% of the net cash proceeds of any future issuance of indebtedness junior in priority to the obligations under the Corporate Financing.
Amendments to Acquisition Financing
On March 8, 2024, the Acquisition Financing facility (Oportun RF, LLC) was amended to provide for athree-month principal payment holiday for the months of March, April and May 2024, in amounts equal to $5.7 million per month. In addition, the amendment extended the term of the Acquisition Financing facility to January 10, 2025.
See Note 10, Stockholders' Equity for additional information on the Warrants.
As of September 30, 2024, and December 31, 2023, the Company was in compliance with all covenants and requirements of the Secured Financing, Acquisition and Corporate Financing facilities and asset-backed notes.
| 9. | Other Liabilities |
Other liabilities consist of the following:
| September 30, | December 31, | |
|---|---|---|
| (in thousands) | 2024 | 2023 |
| Accounts payable | $4,522 | $5,288 |
| Accrued compensation | 8,153 | 15,359 |
| Accrued expenses | 24,022 | 24,791 |
| Accrued interest | 10,621 | 8,415 |
| Amount due to whole loan buyer | 8,751 | 4,169 |
| Current tax liabilities | 7,872 | 7,139 |
| Other | 2,918 | 3,777 |
| Total other liabilities | $66,859 | $68,938 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.