Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
On December 6, 2022, the Audit Committee (the “Audit Committee”) of the Board of Directors of OppFi Inc., a Delaware corporation (the “Company”), after discussion with the Company's management, concluded that the Company’s (i) previously issued audited consolidated financial statements as of and for the year ended December 31, 2021 included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, (ii) previously issued unaudited consolidated financial statements as of and for the three months ended March 31, 2022 included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022 and (iii) previously issued unaudited consolidated financial statements as of and for the three and nine months ended September 30, 2021 included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021 (collectively, the “Prior Financial Statements”), and any reports, related earnings releases, investor presentations or similar communications describing the Prior Financial Statements should no longer be relied upon due to a misapplication of accounting guidance in connection with the Company's calculations of diluted earnings per share for such periods. The Company previously identified this misapplication and properly applied the accounting guidance when calculating diluted earnings per share in the Company's Quarterly Reports on Form 10-Q for the quarterly periods ended June 30, 2022 and September 30, 2022; accordingly, such reports can continue to be relied upon.
In conjunction with the preparation of the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2022, management of the Company re-evaluated its accounting for equity units of the Company's less-than-wholly owned subsidiary, Opportunity Financial, LLC (the "OppFi-LLC Units"), that may be exchanged for the Company's Class A common stock. As previously disclosed in the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2022, the Company determined that it misapplied the guidance prescribed by Financial Accounting Standards Board Accounting Standards Codification 260-10-55-20(b) when calculating diluted earnings per share. The Company has concluded that diluted earnings per share should be calculated using the lower of the treasury stock method or the if-converted method as prescribed by U.S. Generally Accepted Accounting Principles (“GAAP”).
After giving effect to this change, the Company’s diluted GAAP earnings per share for the fiscal year ended December 31, 2021, the quarterly period ended March 31, 2022, and the three and nine months ended September 30, 2021 would have been $0.48, $0.00, $0.29, and $0.29, respectively. As a result, diluted GAAP earnings per share for the fiscal year ended December 31, 2021, quarterly period ended March 31, 2022, and the three and nine months ended September 30, 2021 should be reduced by $1.45, $0.08, $0.77, and $0.79, respectively.
As a result of the foregoing, as soon as practicable, the Company will amend its Annual Report on Form 10-K for the year ended December 31, 2021 and its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022 to restate its financial statements for those periods. The Company previously disclosed its revised calculation of diluted GAAP earnings per share for the quarterly period ended September 30, 2021 in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2022, and will restate the unaudited consolidated financial statements for the quarterly period ended September 30, 2021 to correct for the accounting of the OppFi-LLC Units and will include the effected portions of those restated financial statements in the Company’s amended Annual Report on Form 10-K for the year ended December 31, 2021.The Company does not expect that the restatements will have any impact on the Company’s operating performance or reported key performance indicators other than diluted earnings per share.
Management has discussed the matters described herein with the Company's independent registered public accounting firm, RSM US LLP.