oprt-20220630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________

Commission File Number 001-39050

OPORTUN FINANCIAL CORPORATION

(Exact Name of Registrant as Specified in its Charter)


Delaware		45-3361983
State or Other Jurisdiction of Incorporation or Organization		I.R.S. Employer Identification No.

2 Circle Star Way
San Carlos,	CA	94070
Address of Principal Executive Offices		Zip Code

(650) 810-8823

Registrant’s Telephone Number, Including Area Code

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value per share	OPRT	Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Smaller reporting company	☒
Accelerated filer	☒	Emerging growth company	☐
Non-accelerated filer	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The number of shares of registrant’s common stock outstanding as of August 3, 2022 was 32,927,344.


TABLE OF CONTENTS

PART I ‑ FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	3
	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statements of Operations	4
	Condensed Consolidated Statements of Changes in Stockholders' Equity	5
	Condensed Consolidated Statements of Cash Flow	7
	Notes to the Condensed Consolidated Financial Statements	8
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	40
Item 4.	Controls and Procedures	40

PART II ‑ OTHER INFORMATION
Item 1.	Legal Proceedings	41
Item 1A.	Risk Factors	41
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	65
Item 3.	Defaults Upon Senior Securities	65
Item 4.	Mine Safety Disclosures	65
Item 5.	Other Information	65

	GLOSSARY	66

Item 6.	Exhibit Index	68

Signature		70

PART I ‑ FINANCIAL INFORMATION

Item 1. Financial Statements

OPORTUN FINANCIAL CORPORATION

Condensed Consolidated Balance Sheets (Unaudited)

(in thousands, except share and per share data)


	June 30,		December 31,
	2022		2021
Assets
Cash and cash equivalents	$	66,712	$	130,959
Restricted cash	67,144		62,001
Loans receivable at fair value	2,854,594		2,386,807






Interest and fees receivable, net	27,740		20,916
Capitalized software and other intangibles, net	136,902		131,181
Goodwill	104,162		104,014
Right of use assets - operating	33,538		38,403

Other assets	59,230		72,344
Total assets	$	3,350,022	$	2,946,625

Liabilities and stockholders' equity
Liabilities
Secured financing	$	505,727	$	393,889
Asset-backed notes at fair value	1,935,842		1,651,706
Acquisition financing	113,951		114,092

Lease liabilities	42,362		47,699

Other liabilities	103,942		135,358
Total liabilities	2,701,824		2,342,744
Stockholders' equity


Common stock, $0.0001 par value - 1,000,000,000 shares authorized at June 30, 2022 and December 31, 2021; 33,171,619 shares issued and 32,899,596 shares outstanding at June 30, 2022; 32,276,419 shares issued and 32,004,396 shares outstanding at December 31, 2021	7		6
Common stock, additional paid-in capital	534,148		526,338


Retained earnings	120,352		83,846
Treasury stock at cost, 272,023 shares at June 30, 2022 and December 31, 2021	(6,309)		(6,309)
Total stockholders’ equity	648,198		603,881
Total liabilities and stockholders' equity	$	3,350,022	$	2,946,625

See Notes to the Condensed Consolidated Financial Statements.

OPORTUN FINANCIAL CORPORATION

Condensed Consolidated Statements of Operations (Unaudited)

(in thousands, except share and per share data)


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Revenue
Interest income	$	207,655	$	128,589	$	399,892	$	255,780
Non-interest income	18,147		9,665		40,630		17,787
Total revenue	225,802		138,254		440,522		273,567
Less:
Interest expense	17,104		12,163		30,781		25,667

Net decrease in fair value	(63,484)		(5,902)		(59,513)		(17,470)
Net revenue	145,214		120,189		350,228		230,430

Operating expenses:
Technology and facilities	52,788		33,124		101,977		66,048
Sales and marketing	32,368		23,748		66,909		47,641
Personnel	38,629		28,546		74,555		55,373
Outsourcing and professional fees	17,165		14,789		31,492		27,414
General, administrative and other	16,936		10,179		30,297		20,176
Total operating expenses	157,886		110,386		305,230		216,652

Income (loss) before taxes	(12,672)		9,803		44,998		13,778
Income tax expense (benefit)	(3,515)		2,553		8,492		3,509
Net income (loss)	$	(9,157)	$	7,250	$	36,506	$	10,269

Net income (loss) attributable to common stockholders	$	(9,157)	$	7,250	$	36,506	$	10,269

Share data:
Earnings (loss) per share:
Basic	$	(0.28)	$	0.26	$	1.12	$	0.37
Diluted	$	(0.28)	$	0.24	$	1.10	$	0.34
Weighted average common shares outstanding:
Basic	32,831,499		28,004,699		32,525,768		27,888,029
Diluted	32,831,499		30,050,847		33,241,681		29,836,089

See Notes to the Condensed Consolidated Financial Statements.

OPORTUN FINANCIAL CORPORATION

Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited)

(in thousands, except share data)


For the Six Months Ended June 30, 2022
	Common Stock
		Shares	Par Value		Additional Paid-in Capital		Retained Earnings		Treasury Stock		Total Stockholders' Equity
Balance – January 1, 2022		32,004,396	$	6	$	526,338	$	83,846	$	(6,309)	$	603,881
Issuance of common stock upon exercise of stock options		505,945	1		(4,749)		—		—		(4,748)



Stock-based compensation expense		—	—		7,467		—		—		7,467



Vesting of restricted stock units, net of shares withheld		296,552	—		(2,327)		—		—		(2,327)




Net income		—	—		—		45,663		—		45,663
Balance – March 31, 2022		32,806,893	$	7	$	526,729	$	129,509	$	(6,309)	$	649,936

Issuance of common stock upon exercise of stock options		32,345	—		78		—		—		78
Repurchase of stock options		(2,706)	—		(28)		—		—		(28)


Stock-based compensation expense		—	—		7,642		—		—		7,642



Vesting of restricted stock units, net of shares withheld		63,064	—		(273)		—		—		(273)





Net loss		—	—		—		(9,157)		—		(9,157)
Balance – June 30, 2022		32,899,596	$	7	$	534,148	$	120,352	$	(6,309)	$	648,198

See Notes to the Condensed Consolidated Financial Statements.

OPORTUN FINANCIAL CORPORATION

Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited)

(in thousands, except share data)


For the Six Months Ended June 30, 2021
	Common Stock
		Shares	Par Value		Additional Paid-in Capital		Retained Earnings		Treasury Stock		Total Stockholders' Equity
Balance – January 1, 2021		27,679,263	$	6	$	436,499	$	36,432	$	(6,309)	$	466,628
Issuance of common stock upon exercise of stock options		33,526	—		307		—		—		307



Stock-based compensation expense		—	—		5,088		—		—		5,088



Vesting of restricted stock units, net		261,794	—		(2,794)		—		—		(2,794)





Net income		—	—		—		3,019		—		3,019
Balance – March 31, 2021		27,974,583	$	6	$	439,100	$	39,451	$	(6,309)	$	472,248

Issuance of common stock upon exercise of stock options		10,114	—		159		—		—		159



Stock-based compensation expense		—	—		5,366		—		—		5,366



Vesting of restricted stock units, net		49,227	—		(442)		—		—		(442)





Net income		—	—		—		7,250		—		7,250
Balance – June 30, 2021		28,033,924	$	6	$	444,183	$	46,701	$	(6,309)	$	484,581

See Notes to the Condensed Consolidated Financial Statements.

OPORTUN FINANCIAL CORPORATION

Condensed Consolidated Statements of Cash Flow (Unaudited)

(in thousands)


	Six Months Ended June 30,
	2022		2021
Cash flows from operating activities
Net income	$	36,506	$	10,269
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	22,340		14,701
Fair value adjustment, net	59,513		17,470
Origination fees for loans receivable at fair value, net	(11,351)		(6,677)
Gain on loan sales	(5,714)		(9,755)
Stock-based compensation expense	13,702		10,454


Other, net	20,732		29,242
Originations of loans sold and held for sale	(48,972)		(75,023)
Proceeds from sale of loans	55,064		84,474
Changes in other assets and other liabilities	(50,178)		(21,317)




Net cash provided by operating activities	91,642		53,838
Cash flows from investing activities
Originations of loans	(1,560,495)		(595,849)
Proceeds from loan sales originated as held for investment	247,230		—
Repayments of loan principal	700,968		552,675
Capitalization of system development costs	(23,580)		(12,132)


Other, net	(2,147)		(1,845)

Net cash used in investing activities	(638,024)		(57,151)
Cash flows from financing activities
Borrowings under secured financing	1,331,000		150,000

Borrowings under asset-backed notes and acquisition financing	404,984		867,462
Repayments of secured financing	(1,220,000)		(396,994)
Repayments of asset-backed notes and acquisition financing	(21,093)		(425,005)

Payments of deferred financing costs	(314)		—
Net payments related to stock-based activities	(7,299)		(2,771)
Net cash provided by financing activities	487,278		192,692
Net increase (decrease) in cash and cash equivalents and restricted cash	(59,104)		189,379
Cash and cash equivalents and restricted cash, beginning of period	192,960		168,590
Cash and cash equivalents and restricted cash, end of period	$	133,856	$	357,969

Supplemental disclosure of cash flow information
Cash and cash equivalents	$	66,712	$	138,429
Restricted cash	67,144		219,540
Total cash and cash equivalents and restricted cash	$	133,856	$	357,969

Cash paid for income taxes, net of refunds	$	(3,377)	$	1,809
Cash paid for interest	$	27,032	$	25,588
Cash paid for amounts included in the measurement of operating lease liabilities	$	7,772	$	9,520
Supplemental disclosures of non-cash investing and financing activities
Right of use assets obtained in exchange for operating lease obligations	$	1,862	$	5,187



Non-cash investments in capitalized assets	$	1,852	$	806

See Notes to the Condensed Consolidated Financial Statements.

OPORTUN FINANCIAL CORPORATION

Notes to the Condensed Consolidated Financial Statements (Unaudited)

June 30, 2022


1.			Organization and Description of Business

Oportun is a financial technology company and digital banking platform driven by its mission to provide inclusive, affordable financial services that empower its members to build a better future. Oportun Financial Corporation (together with its subsidiaries, "Oportun" or the "Company") takes a holistic approach to serving its members and views as its purpose to responsibly meet their current capital needs, help grow its members' financial profiles, increase their financial awareness and put them on a path to a financially healthy life. With its acquisition of Hello Digit, Inc. ("Digit") on December 22, 2021, the Company can now offer access to a comprehensive suite of digital banking products, offered either directly or through partners, including lending, savings and investing powered by A.I. and tailored to each member's goals to make achieving financial health automated. The Company's credit products include personal loans, secured personal loans and credit cards. The Company's digital banking products include digital banking, automated savings, long-term investing and retirement savings. The Company is headquartered in San Carlos, California. The Company has been certified by the United States Department of the Treasury as a Community Development Financial Institution ("CDFI") since 2009.

Segments

Segments are defined as components of an enterprise for which discrete financial information is available and evaluated regularly by the chief operating decision maker ("CODM") in deciding how to allocate resources and in assessing performance. The Company’s Chief Executive Officer and the Company's Chief Financial Officer are collectively considered to be the CODM. The CODM reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. The Company’s operations constitute a single reportable segment.


2.			Summary of Significant Accounting Policies

Basis of Presentation ‑ The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). These statements are unaudited and reflect all normal, recurring adjustments that are, in management's opinion, necessary for the fair presentation of results. The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Certain prior-period financial information has been reclassified to conform to current period presentation. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in this Quarterly Report on Form 10-Q should be read in conjunction with the audited consolidated financial statements and the related notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2021 (the "Annual Report"), filed with the Securities and Exchange Commission ("SEC") on March 1, 2022.

Use of Estimates ‑ The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of income and expenses during the reporting period. These estimates are based on information available as of the date of the condensed consolidated financial statements; therefore, actual results could differ from those estimates and assumptions.

Accounting Policies - There have been no changes to the Company's significant accounting policies from those described in Part II, Item 8 - Financial Statements and Supplementary Data in the Annual Report, except for the new accounting pronouncements subsequently adopted as noted below.

Recently Adopted Accounting Standards

None.


3.			Earnings (Loss) per Share

Basic and diluted earnings (loss) per share are calculated as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands, except share and per share data)	2022		2021		2022		2021
Net income (loss)	$	(9,157)	$	7,250	$	36,506	$	10,269


Net income (loss) attributable to common stockholders	$	(9,157)	$	7,250	$	36,506	$	10,269

Basic weighted-average common shares outstanding	32,831,499		28,004,699		32,525,768		27,888,029
Weighted average effect of dilutive securities:
Stock options	—		1,327,358		453,695		1,301,088
Restricted stock units	—		718,790		262,218		646,972

Diluted weighted-average common shares outstanding	32,831,499		30,050,847		33,241,681		29,836,089

Earnings (loss) per share:
Basic	$	(0.28)	$	0.26	$	1.12	$	0.37
Diluted	$	(0.28)	$	0.24	$	1.10	$	0.34

The following common share equivalent securities have been excluded from the calculation of diluted weighted-average common shares outstanding because the effect is anti-dilutive for the periods presented:


	Three Months Ended June 30,		Six Months Ended June 30,
	2022	2021	2022	2021
Stock options	3,587,839	2,268,423	2,897,171	2,545,604
Restricted stock units	4,705,012	—	2,852,608	22,653


Total anti-dilutive common share equivalents	8,292,851	2,268,423	5,749,779	2,568,257


4.			Variable Interest Entities

Variable interest entities ("VIEs") are legal entities that either have an insufficient amount of equity at risk for the entity to finance its activities without additional subordinated financial support or, as a group, the holders of equity investment at risk lack the ability to direct the entity's activities that most significantly impact economic performance through voting or similar rights, or do not have the obligation to absorb the expected losses or the right to receive expected residual returns of the entity.

For all VIEs in which we are involved, we assess whether we are the primary beneficiary of the VIE on an ongoing basis. In circumstances where we have both the power to direct the activities that most significantly impact the VIEs performance and the obligation to absorb losses or the right to receive the benefits of the VIE that could be significant, we would conclude that we are the primary beneficiary of the VIE, and we consolidate the VIE. In situations where we are not deemed to be the primary beneficiary of the VIE, we do not consolidate the VIE and only recognize our interests in the VIE.

Consolidated VIEs

As part of the Company’s overall funding strategy, the Company transfers a pool of designated loans receivable to wholly owned special-purpose subsidiaries ("VIEs") to collateralize certain asset-backed financing transactions. For these VIEs where the Company has determined that it is the primary beneficiary because it has the power to direct the activities that most significantly impact the VIEs’ economic performance and the obligation to absorb the losses or the right to receive benefits from the VIEs that could potentially be significant to the VIEs the VIEs assets and related liabilities are consolidated with the results of the Company. Such power arises from the Company’s contractual right to service the loans receivable securing the VIEs’ asset-backed debt obligations. The Company has an obligation to absorb losses or the right to receive benefits that are potentially significant to the VIEs because it retains the residual interest of each asset-backed financing transaction in the form of an asset-backed certificate. Accordingly, the Company includes the VIEs’ assets, including the assets securing the financing transactions, and related liabilities in its condensed consolidated financial statements.

Each consolidated VIE issues a series of asset-backed securities that are supported by the cash flows arising from the loans receivable securing such debt. Cash inflows arising from such loans receivable are distributed monthly to the transaction’s lenders and related service providers in accordance with the transaction’s contractual priority of payments. The creditors of the VIEs above have no recourse to the general credit of the Company as the primary beneficiary of the VIEs and the liabilities of the VIEs can only be settled by the respective VIE’s assets. The Company retains the most subordinated economic interest in each financing transaction through its ownership of the respective residual interest in each VIE. The Company has no obligation to repurchase loans receivable that initially satisfied the financing transaction’s eligibility criteria but subsequently became delinquent or a defaulted loans receivable.

The following table represents the assets and liabilities of consolidated VIEs recorded on the Company’s Condensed Consolidated Balance Sheets (Unaudited):


	June 30,		December 31,
(in thousands)	2022		2021
Consolidated VIE assets
Restricted cash	$	52,564	$	41,803
Loans receivable at fair value	2,780,536		2,267,205

Interest and fee receivable	27,132		19,869
Total VIE assets	2,860,232		2,328,877
Consolidated VIE liabilities
Secured financing (1)	509,000		398,000
Asset-backed notes at fair value	1,935,842		1,651,706
Acquisition financing (1)	115,814		116,000
Total VIE liabilities	$	2,560,656	$	2,165,706

(1) Amounts exclude deferred financing costs. See Note 9, Borrowings for additional information.


5.			Loans Held for Sale and Loans Sold

Structured Loan Sales - On March 31, 2022, the Company participated in a securitization whereby the Company and funds managed by Ellington Management Group both contributed collateral and were co-sponsors of the transaction, which totaled $400.0 million in issued asset-backed notes. As part of the securitization, the Company sold loans to OPTN Funding Grantor Trust 2022-1 ("Grantor Trust") through the issuance of amortizing asset-backed notes secured by a pool of its unsecured and secured personal installment loans. The Company also sold its share of the residual interest in the pool (collectively referred to as the "2022-1 transaction"). The Company's continued involvement in the unconsolidated VIEs is in the form of servicer of these loans. The Company does not have variable interest in the Grantor Trust or the issuer established for this transaction. The sold loans were accounted for under the fair value option and had an aggregate unpaid principal balance of approximately $227.6 million, a cumulative fair value mark of $15.9 million and unpaid interest of $1.5 million. The Company received $245.0 million of net proceeds and by selling both its notes and residual interest, the Company derecognized these loans from its Consolidated Balance Sheets.

Other Loan Sales - In April 2022, the Company entered into an agreement with an institutional investor to sell a population of loans ("Q2 2022 Loan Sale"). The sold loans were accounted for under the fair value option and had an aggregate unpaid principal balance of approximately $14.7 million, a cumulative fair value mark of $(14.1) million and unpaid interest and fees of $1.6 million. The Company received $2.2 million of net proceeds. The Q2 2022 Loan Sale qualified for sale accounting treatment and the Company derecognized these loans from its Consolidated Balance Sheets.

Whole Loan Sale Program ‑ In November 2014, the Company entered into a whole loan sale agreement with an institutional investor. Pursuant to the agreement, the Company sold at least 10% of its unsecured loan originations, with an option to sell an additional 5%, subject to certain eligibility criteria and minimum and maximum volumes. The Company chose not to renew the arrangement and allowed the agreement to expire on its terms on March 4, 2022.

The originations of loans sold and held for sale during the three months ended June 30, 2022 was insignificant. Servicing revenue during the same time period was $6.3 million. The gain on sale recorded during the three months ended June 30, 2022 was insignificant as a result of our whole loan sale agreement expiring on March 4, 2022. The originations of loans sold and held for sale during the three months ended June 30, 2021 was $41.6 million and the Company recorded a gain on sale of $5.3 million and servicing revenue of $3.0 million.

The originations of loans sold and held for sale during the six months ended June 30, 2022 related to our loan sale program was $49.0 million and the Company recorded a gain on sale of $5.7 million and servicing revenue of $10.3 million. The originations of loans sold and held for sale during the six months ended June 30, 2021 was $75.0 million and the Company recorded a gain on sale of $9.8 million and servicing revenue of $6.0 million.


6.			Acquisition

On December 22, 2021, the Company completed its acquisition of Hello Digit, Inc. (or "Digit"). Digit is a digital banking platform that provides automated savings, banking and investing tools. Digit members can keep and integrate their existing bank accounts into the platform, or they can make Digit their primary banking relationship by opening new accounts via Digit’s bank partner. By acquiring Digit, Oportun further expanded its A.I. and digital banking capabilities, adding to its services to provide its members a holistic offering built to address their financial needs. The total consideration the Company provided for Digit, which consisted of cash and equity, was approximately $205.3 million.

The Company recognized acquisition and integration related costs of approximately $6.9 million in the three months ended June 30, 2022 and $14.2 million in the six months ended June 30, 2022 which are included in the General, administrative and other expense in the Condensed Consolidated Statements of Operations (Unaudited).


7.			Capitalized Software, Other Intangibles and Goodwill

Capitalized software, net consists of the following:


	June 30,		December 31,
(in thousands)	2022		2021
Capitalized software, net:
System development costs	$	109,802	$	84,550
Acquired developed technology	48,500		48,500
Less: Accumulated amortization	(61,073)		(45,433)
Total capitalized software, net	$	97,229	$	87,617

Capitalized software, net

Amortization of system development costs and acquired developed technology for three months ended June 30, 2022 and 2021 was $8.2 million and $3.9 million, respectively. System development costs capitalized in the three months ended June 30, 2022 and 2021 were $14.2 million and $6.6 million, respectively.

Amortization of system development costs and acquired developed technology for six months ended June 30, 2022 and 2021 was $15.6 million and $7.4 million, respectively. System development costs capitalized in the six months ended June 30, 2022 and 2021 were $25.4 million and $12.4 million, respectively.

Acquired developed technology was $48.5 million and is related to the acquisition of Digit on December 22, 2021.

Intangible Assets

The gross carrying amount and accumulated amortization, in total and by major intangible asset class are as follows:


	June 30,		December 31,
(in thousands)	2022		2021
Intangible assets:
Member relationships	$	34,500	$	34,500
Trademarks	6,426		6,364
Other	3,000		3,000
Less: Accumulated amortization	(4,253)		(300)
Total intangible assets, net	$	39,673	$	43,564

Amortization of intangible assets for the three months ended June 30, 2022 was $2.0 million. There were no intangible assets subject to amortization for the three months ended June 30, 2021.

Amortization of intangible assets for the six months ended June 30, 2022 was $4.0 million. There were no intangible assets subject to amortization for the six months ended June 30, 2021.

Expected future amortization expense for intangible assets as of June 30, 2022 is as follows:


(in thousands)	Fiscal Years
2022 (remaining six months)	$	(3,996)
2023	(7,949)
2024	(7,798)
2025	(4,929)
2026	(4,929)
2027	(4,929)
Thereafter	(4,780)
Total	$	(39,310)

Goodwill

The Company recorded goodwill of $104.0 million arising from the acquisition of Digit on December 22, 2021. During the three months ended June 30, 2022, the Company recorded no adjustments to goodwill. During the six months ended June 30, 2022, the Company recorded $0.1 million adjustments to goodwill. There was no impairment for the periods presented.


8.			Other Assets

Other assets consist of the following:


	June 30,		December 31,
(in thousands)	2022		2021
Fixed assets
Total fixed assets	$	44,333	$	44,100
Less: Accumulated depreciation	(35,096)		(34,185)
Total fixed assets, net	$	9,237	$	9,915

Other Assets

Loans held for sale	114		491
Prepaid expenses	20,361		25,355
Deferred tax assets	3,998		3,923
Current tax assets	7,985		13,330
Other	17,535		19,330
Total other assets	$	59,230	$	72,344

Fixed Assets

Depreciation and amortization expense for the three months ended June 30, 2022 and 2021 was $1.3 million and $3.9 million, respectively, and for the six months ended June 30, 2022 and 2021 it was $2.6 million, and $7.3 million, respectively.


9.			Borrowings

The following table presents information regarding the Company's Secured Financing facilities:


					June 30, 2022		December 31, 2021
Variable Interest Entity	Facility Amount		Maturity Date (1)	Interest Rate	Balance		Balance
(in thousands)
Oportun CCW Trust (1)	$	150,000	December 1, 2023	Variable (1)	$	79,339	$	40,108
Oportun PLW Trust	600,000		September 1, 2024	LIBOR (minimum of 0.00%) + 2.17%	426,388		353,781
Total secured financing	$	750,000			$	505,727	$	393,889

(1) The interest rate on the Secured Financing - CCW facility is LIBOR (minimum of 1.00%) plus 6.00% on the first $18.8 million of principal outstanding and LIBOR (minimum of 0.00%) plus 3.41% on the remaining outstanding principal balance.

The following table presents information regarding asset-backed notes:


	June 30, 2022
Variable Interest Entity	Initial note amount issued (a)		Initial collateral balance (b)		Current balance (a)		Current collateral balance(b)		Weighted average interest rate(c)		Original revolving period
(in thousands)
Asset-backed notes recorded at fair value:
Oportun Issuance Trust (Series 2022-A)	$	400,000	$	410,211	$	384,896	$	422,897	5.36	%	2 years
Oportun Issuance Trust (Series 2021-C)	500,000		512,762		456,610		520,998		2.48	%	3 years
Oportun Issuance Trust (Series 2021-B)	500,000		512,759		464,656		521,243		2.05	%	3 years
Oportun Funding XIV, LLC (Series 2021-A)	375,000		383,632		352,259		391,176		1.79	%	2 years
Oportun Funding XIII, LLC (Series 2019-A)	279,412		294,118		277,421		299,301		3.46	%	3 years
Total asset-backed notes recorded at fair value	$	2,054,412	$	2,113,482	$	1,935,842	$	2,155,615


	December 31, 2021
Variable Interest Entity	Initial note amount issued (a)		Initial collateral balance (b)		Current balance (a)		Current collateral balance(b)		Weighted average interest rate(c)		Original revolving period
(in thousands)
Asset-backed notes recorded at fair value:
Oportun Issuance Trust (Series 2021-C)	$	500,000	$	512,762	$	497,774	$	525,436	2.48	%	3 years
Oportun Issuance Trust (Series 2021-B)	500,000		512,759		498,487		521,174		2.05	%	3 years
Oportun Funding XIV, LLC (Series 2021-A)	375,000		383,632		374,363		391,325		1.79	%	2 years
Oportun Funding XIII, LLC (Series 2019-A)	279,412		294,118		281,082		299,310		3.46	%	3 years




Total asset-backed notes recorded at fair value	$	1,654,412	$	1,703,271	$	1,651,706	$	1,737,245

(a)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.

(b)Includes the unpaid principal balance of loans receivable, cash, cash equivalents and restricted cash pledged by the Company.

(c)Weighted average interest rate excludes notes retained by the Company.

The following table presents information regarding the Company's Acquisition Financing:

June 30, 2022

December 31, 2021

Variable Interest Entity

Original Balance (1)

Maturity Date

Interest Rate (2)

Balance

(in thousands)

Oportun RF, LLC

116,000

October 1, 2024

SOFR (minimum of 0.00%) + 8.00%

113,951

114,092

(1) The Acquisition Financing Facility was amended on May 24, 2022 and upsized for an additional $20.9 million.

(2) The interest rate on the Acquisition Financing facility was LIBOR (minimum of 0.00%) plus 8.00% as of December 31, 2021.

On May 24, 2022 the Company completed the issuance of $400.0 million of two-year asset-backed notes in a private asset-backed securitization secured by a pool of its unsecured and secured personal installment loans (the “2022-A Securitization”). The 2022-A Securitization included four classes of fixed rate notes: Class A, Class B, Class C and Class D notes. The Class A, Class B and Class C notes were priced with a weighted average yield of 5.68% per annum. The Class D notes were initially retained by an affiliate of the Company and subsequently sold to third parties on July 28, 2022.

Also on May 24, 2022, pursuant to an amended indenture, Oportun RF, LLC, a wholly owned subsidiary of the Company issued an additional $20.9 million asset-backed floating rate variable funding note, and an asset-backed residual certificate, both of which were initially secured by Class D Notes and residual cash flows from the Company's 2022-A Securitization and guaranteed by Oportun, Inc. The amendment also replaced the Acquisition Financing interest rate based on LIBOR with an interest rate based on the secured overnight financing rate (“SOFR”). The notes bear interest at a rate of SOFR plus 8.00%. The amendment did not modify the maturity date of the Acquisition Financing facility, it is still scheduled to pay down based on an amortization schedule with a final payment in October 2024. On July 28, 2022, Oportun RF, LLC further amended the indenture to incorporate the transfer of certain residual certificates and notes from and to Oportun RF, LLC and increasing the size of the Acquisition Financing facility to $119.5 million.

On July 22, 2022 the Company completed the issuance of $400.0 million of Series 2022-2 fixed rate asset-backed notes in a private asset-backed securitization transaction secured by a pool of unsecured and secured installment loans. The notes were priced with a weighted average yield of 8.00% per annum and weighted average interest rate of 7.77% per annum.

As of June 30, 2022, and December 31, 2021, the Company was in compliance with all covenants and requirements of the Secured Financing and Acquisition Financing facilities and asset-backed notes.


10.			Other Liabilities

Other liabilities consist of the following:


	June 30,		December 31,
(in thousands)	2022		2021
Accounts payable	$	5,690	$	8,343
Accrued compensation	13,404		36,417
Accrued expenses	31,133		36,464
Accrued interest	6,187		3,276
Amount due to whole loan buyer	2,342		14,062
Deferred tax liabilities	34,731		28,424
Current tax liabilities and other	10,455		8,372
Total other liabilities	$	103,942	$	135,358


11.			Stockholders' Equity

Preferred Stock - The Board has the authority, without further action by the Company's stockholders, to issue up to 100,000,000 shares of undesignated preferred stock with rights and preferences, including voting rights, designated from time to time by the Board. There were no shares of undesignated preferred stock issued or outstanding as of June 30, 2022 or Dece