2018 Annual Report
Powering Commerce
at the Point of SaleSM
GreenSky at a Glance
Significant Addressable Market
U.S. Personal Consumption Expenditure
(inclusive of U.S. e-commerce and specialty retail)
Existing plus Adjacent Markets
(power sports, appliances, furniture, auto repair and jewelry)
Existing Markets
(home improvement and elective healthcare)
$13T
$800B+
$600B
$5B
2018
Transaction
Volume
Delivering Value to Our Ecosystem
Merchants
Consumers
Bank Partners
Merchants
• Increased sales volume
• Superior experience
• Seamless integration
• Promotional interest
• Accelerated funding
• Superior customer
service
rates and terms
• Enables larger
purchases
• Preserves revolving
credit availability
• Consumer credit exposure at
attractive risk-adjusted yields
• Nationally-diversified, small-
balance loans
• Access to our proprietary
technology and merchant
network
• No customer acquisition cost
and limited operating expenses
• Robust compliance framework
Bank Partners
Consumers
Compelling Investment Opportunity
Proven Scale
• Nearly 15k active merchants, 2.2M consumers
• Over $16B cumulative transaction volume
Significant Growth
• 34% 2017–2018 transaction volume growth
• Strong growth in elective healthcare originations
Visible Recurring Revenue
• Merchants pay GSKY a transaction fee for every transaction facilitated via the GSKY platform
• Banks pay GSKY a fixed monthly servicing fee on loan portfolios facilitated via the GSKY platform
Efficient Go-to-Market
• 4% of 2018 revenue spent on sales and marketing
Attractive Unit Economics
• 100%+ dollar-based retention (0% attrition on a dollar basis)
• ~5-month payback on sales and marketing spend
Strong Margins
• $171.5M 2018 Adjusted EBITDA(1)
• 41% 2018 Adjusted EBITDA Margin
(1) Adjusted EBITDA is a non-GAAP financial measure. For a reconciliation of Adjusted EBITDA to net income, see Item 7. Management’s Discussion and Analysis of Financial Condition
and Results of Operations—Non-GAAP Financial Measures, beginning on page 44 of the attached Annual Report on Form 10-K.
“ GreenSky was founded on the idea that payment, credit and
commerce could be enhanced using technology delivered via
an elegant user experience. Today, GreenSky helps businesses
both increase their revenue and accelerate their cash flow by
eliminating much of the friction historically associated with
sales finance.”
David Zalik, Chairman and Chief Executive Of ficer
To Our Stakeholders
For over a decade, GreenSky has
powered commerce by enabling
promotional financing at the
point-of-sale through our highly
scalable, proprietary technology
platform. Our mission is simple:
Help businesses grow and delight
their customers.
Our technology platform enables
a growing ecosystem of merchants,
consumers and banks to achieve
their key objectives: merchants
sell more goods and services;
consumers obtain convenient,
compelling financing options
with the ability to transact
instantaneously; and banks grow
a diversified national portfolio
of prime and super-prime assets
with no attendant marketing or
infrastructure costs.
As I reflect on our progress in
2018, I’m proud of what we have
accomplished together. I am pleased
to share the results of our first
year as a public company, and I am
even more optimistic about the
opportunities that lie ahead in 2019.
GreenSky’s 2018 Public Market Debut
On May 24, 2018, GreenSky became
a listed company on NASDAQ,
increasing our brand visibility and
enabling us to more effectively
attract and retain top tier talent.
In the last year, nearly 15,000
merchants generated more than
$5 billion of promotional financing
for their consumer customers
through the GreenSky platform.
Since our inception, we have
facilitated more than $16 billion in
cumulative transaction volume for
over 2.2 million consumers, and
we currently service loan portfolios
on behalf of our Program banks
aggregating more than $7 billion.
A significant driver of these results
is our track record of growing the
number of participants across our
entire ecosystem.
We added two new Bank Partners
this year, which, when combined
with growing commitments from
our existing Bank Partner group,
brought our aggregate bank
commitments to $11.8 billion.
GreenSky has been predominantly
focused on two vertical markets:
home improvement and elective
healthcare. The growth we’ve
experienced in both sectors
validates we are on the right
track. In 2018, we facilitated home
improvement loan originations in
excess of $4.7 billion.
Transaction Volume ($B)
34% CAGR 2015-18
34% FY 2017-18
$5.0
$3.8
$2.9
$2.1
2015
2016
2017
2018
Adjusted EBITDA ($M)
21% CAGR 2015-18
8% FY 2017-18
$131
$97
$172
$159
2015
2016
2017
2018
1
For more information about GreenSky, visit greensky.com or contact investors@greensky.com.
In elective healthcare, we solidified
our strategic position in this large,
fragmented industry vertical by
launching our first revolving credit
product to complement our legacy
installment loan products. This
makes us the first company to
offer providers and their consumer
borrowers a comprehensive suite
of flexible financing solutions,
including both revolving and
installment loans. Our elective
healthcare vertical now represents
approximately 10% of total monthly
transaction volume, and though
we have a strong foothold, we have
enormous room to grow.
GreenSky is a growth company,
providing large addressable markets
with mobile, online and in-store
point-of-sale financing technology.
Looking back on the last year, I know
we delivered on what we set out to
achieve, and I am excited about our
continued growth and profitability.
Delivering on our Mission in 2019:
A Focus on Markets and Technology
When we think about the year ahead,
we are focused on two key initiatives:
strengthening and deepening our
market penetration and advancing
our technology offerings.
Growth Strategies
GreenSky has a strong presence in
home improvement and elective
healthcare, but we have only
scratched the surface. And while the
merchant cohort we add each year
continues to be more productive
than the prior year’s cohort, there
is tremendous runway to grow our
market share within these sectors.
At the same time, we will leverage
the playbook we’ve developed
to selectively enter new industry
verticals, including specialty retail
and e-commerce, each with a focus
on large ticket purchases, and a
continued emphasis on prime
and super-prime consumers.
GreenSky’s platform is mobile-first
and highly valuable to omni-channel
businesses – driving seamless,
frictionless commerce whether
a consumer shops online, from a
mobile device or desktop, in-person
in a brick-and-mortar retail store, or
in a showroom.
To that end, our proprietary
technology platform is a key
differentiator for GreenSky.
We will be unveiling new product
releases that merchants will find
value-additive to their business,
including automated merchant
quoting tools, CRM prospecting and
account management tools, sales
order entry-integration tools, an
expanded digital loan application
utility, and digital lead generation
and customer marketing tools. And
to expand and advance the user
experience on our mobile platform,
we will further leverage voice-
recognition technology.
Both our merchants and our
Program borrowers appreciate
our innovation in making credit
accessible, paperless and instant.
The Future of Payments:
Digital Point-of-Sale Financing
Financial services has long been
disrupted by technology, both in
the way institutions offer financing
and in the way consumers seek it.
This trend, coupled with consumer
spending habits shifting to a
channel combination of brick-and-
mortar and online, has altered
commerce dramatically.
Deliver New
Solutions
Selectively Enter
New Industry
Verticals
Onboard More
Merchants
Widen Spectrum
of Constituents
2
Driven by access to mobile devices
and the internet, the path to
purchase now includes digital in
every phase: discovery, search,
purchase and payment. Merchants
have identified touchpoints
throughout the process and are
employing numerous digital tools
to impact a consumer’s decision to
buy, until a consumer reaches the
final stage: payment.
Prime consumers have many
options to finance purchases—
they are not credit seekers.
They do, however, want instant,
paperless, intuitive, digital
solutions. GreenSky’s technology
is the solution merchants and
consumers want.
From day one, we have had a
fanatical focus on delivering an
unparalleled user experience. We
have designed our technology to
cater to omni-channel merchants.
Our ability to enable channel-
agnostic financing solutions with
an elegant user experience has
already proven to be a strong
differentiator for us. I see GreenSky
driving the future of payments in
many important ways, advancing
the ever-changing way commerce
is conducted.
Our company has the resources in
place to post another year of record
transaction volume and profitability,
all in service of our mission. Our
efficient go-to-market strategy
leverages a B2B2C customer
acquisition model, resulting in
strong, recurring revenue and low
customer acquisition costs. We
have the opportunity to be a long-
term player in payments, powering
commerce and providing value
to all members of our GreenSky
ecosystem.
As CEO, on behalf of the entire
GreenSky management team, it
is my pleasure to acknowledge
and thank those who contribute
greatly to our long-term success:
our merchants, our 1,100-plus
associates, our Bank Partners and
our shareholders. From our sales
team to our front-line ambassadors
in our call centers, and all the
associates throughout every
discipline of our business, I want
to recognize everyone for a job well
done. Together, you have delivered
another year of outstanding results.
And for GreenSky, this is only the
beginning.
Sincerely,
David Zalik
Chief Executive Officer
GreenSky, Inc.
3
For more information about GreenSky, visit greensky.com or contact investors@greensky.com. Financial and Operational Highlights
(Dollars in millions)
Transaction volume
percentage growth
Loan servicing portfolio
percentage growth
Active merchants
percentage growth
Cumulative consumer accounts
percentage growth
Full-time employees
percentage growth
(Dollars in thousands, except per share data)
Year Ended December 31,
2018
2017
$
$
5,030
34%
7,341
36%
14,907
37%
2,240,065
43%
1,088
22%
$
$
3,767
31%
5,390
41%
10,891
48%
1,565,166
45%
890
25%
$
$
2016
2,882
39%
3,832
50%
7,361
45%
1,077,400
56%
710
39%
Revenue
Net income
Pro Forma Net Income*
Adjusted EBITDA*
GAAP Diluted EPS
Free Cash Flow*
Weighted average shares outstanding – diluted
* Pro Forma Net Income, Adjusted EBITDA and Free Cash Flow are Non-GAAP measures. See tables below for reconciliation to GAAP. For additional information, see Item 7. Management’s
414,673
127,980
109,125
171,540
0.41
$
223,960
188,904,942
325,887
138,668
87,014
159,432
N/A
69,906
N/A
263,865
124,464
76,371
130,741
N/A
96,940
N/A
$
$
$
$
$
Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures, beginning on page 44 of the attached Annual Report on Form 10-K.
NON-GAAP RECONCILIATIONS
Reconciliation of Pro Forma Net Income
(Dollars in thousands)
Net income
Non-recurring transaction expenses(1)
Incremental pro forma tax expense(2)
Pro Forma Net Income
Reconciliation of Adjusted EBITDA
(Dollars in thousands)
Net income
Interest expense
Tax expense(3)
Depreciation and amortization
Equity-related expense(4)
Fair value change in servicing liabilities(5)
Non-recurring transaction expenses(1)
Adjusted EBITDA
Reconciliation of Free Cash Flow
(Dollars in thousands)
Net cash provided by operating activities
Purchases of property, equipment and software
Change in restricted cash
Free Cash Flow
Year Ended December 31,
$
2018
127,980
2,393
(21,248)
$
2017
138,668
2,612
(54,266)
$
2016
124,464
—
(48,093)
$
109,125
$
87,014
$
76,371
$
Year Ended December 31,
$
2018
127,980
23,584
6,106
4,478
6,054
945
2,393
$
2017
138,668
7,536
309
3,983
4,253
2,071
2,612
2016
124,464
—
281
3,708
2,288
—
—
$
171,540
$
159,432
$
130,741
Year Ended December 31,
$
2018
256,426
(6,581)
(25,885)
$
2017
160,394
(4,135)
(86,353)
$
2016
121,943
(4,666)
(20,337)
$
223,960
$
69,906
$
96,940
(1) In 2018, non-recurring transaction expenses include certain costs associated with the Reorganization Transactions and our IPO, which were not deferrable against the proceeds of the IPO.
Further, certain costs related to our March 2018 term loan upsizing were expensed as incurred, rather than deferred against the balance of the term loan and, therefore, are being added
back to net income given the non-recurring nature of these expenses. In 2017, non-recurring transaction expenses include one-time fees paid to an affiliate of one of the members of the
board of managers in conjunction with the August 2017 term loan transaction.
(2) Represents the incremental tax effect on net income, adjusted for non-recurring transaction expenses, assuming that all consolidated net income was subject to corporate taxation for
the periods presented. For the years ended December 31, 2018, 2017 and 2016, we assumed effective tax rates of 19.7%, 38.4% and 38.6%, respectively.
(3) Includes both corporate and non-corporate tax expense. Non-corporate tax expense is included within general and administrative expenses in our Consolidated Statements of
Operations. Prior to the IPO and Reorganization Transactions, we did not have any corporate income tax expense.
(4) Includes equity-based compensation to employees and directors, as well as equity-based payments to non-employees.
(5) Includes the non-cash impact of the initial recognition of servicing liabilities and subsequent fair value changes in such servicing liabilities during the periods presented.
4
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________________
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2018
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 001-38506
GreenSky, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
5565 Glenridge Connector, Suite 700, Atlanta,
Georgia
(Address of principal executive offices)
82-2135346
(I.R.S. Employer
Identification No.)
30342
(Zip Code)
(678) 264-6105
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12 (b) of the Act:
Class A common stock, $0.01 par value
(Title of each class)
NASDAQ Stock Market
(Name of each exchange on which registered)
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
No
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes
No
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 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein,
and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K.
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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
Accelerated filer
Non-accelerated filer
Smaller reporting company
Emerging growth company
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 Exchange Act). Yes
No
Aggregate market value of the voting and non-voting common equity of the Registrant held by nonaffiliates as of June 29, 2018:
$1,192,694,459
The number of shares outstanding of the Registrant’s Class A common stock as of February 28, 2019 was 61,039,129 shares(1).
(1) Includes 431,127 shares of unvested Class A common stock awards.
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the Proxy Statement for the 2019 Annual Meeting of Stockholders to be held on June 6, 2019 are incorporated by
reference in Part III.
GreenSky, Inc.
FORM 10-K
TABLE OF CONTENTS
Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
Selected Financial Data
Management’s Discussion and Analysis of Financial Condition and Results of Operations(cid:3)
Quantitative and Qualitative Disclosures about Market Risk
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure(cid:3)
Controls and Procedures
Other Information
Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accounting Fees and Services
Exhibits, Financial Statement Schedules
Form 10-K Summary
PART I
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
PART II
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
PART III
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
PART IV
Item 15.
Item 16.
Signatures
Schedule II
PAGE
4
8
40
40
40
40
41
42
43
63
65
109
109
109
109
109
109
110
110
110
113
114
115
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report contains forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”). These forward-looking statements reflect our current views with respect to, among other things,
our operations and financial performance. You generally can identify these statements by the use of words such as
“outlook,” “potential,” “continue,” “may,” “seek,” “approximately,” “predict,” “believe,” “expect,” “plan,”
“intend,” “estimate” or “anticipate” and similar expressions or the negative versions of these words or comparable
words, as well as future or conditional verbs such as “will,” “should,” “would,” “likely” and “could.” These
statements may be found under Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” and elsewhere, and are subject to certain risks and uncertainties that could cause actual
results to differ materially from those included in the forward-looking statements. These risks and uncertainties
include, but are not limited to, those risks described under Part I, Item 1A “Risk Factors.” The forward-looking
statements speak only as of the date on which they are made, and, except to the extent required by federal securities
laws, we disclaim any obligation to update any forward-looking statement to reflect events or circumstances after
the date on which the statement is made or to reflect the occurrence of unanticipated events. In light of these risks
and uncertainties, there is no assurance that the events or results suggested by the forward-looking statements will
in fact occur, and you should not place undue reliance on these forward-looking statements.
ITEM 1. BUSINESS
Organization
PART I
GreenSky, Inc. (or the "Company," "we," "us" or "our") was formed as a Delaware corporation on July 12,
2017. The Company was formed for the purpose of completing an initial public offering ("IPO") of its Class A
common stock and certain Reorganization Transactions in order to carry on the business of GreenSky Holdings,
LLC (“GS Holdings”) and its consolidated subsidiaries. GS Holdings, a holding company with no operating assets
or operations, was organized in August 2017. On August 24, 2017, GS Holdings acquired a controlling interest in
GreenSky, LLC ("GSLLC"), a Georgia limited liability company, which is an operating entity. See Note 1 to the
Consolidated Financial Statements in Part II, Item 8 for a detailed discussion of the Reorganization Transactions, as
defined in that footnote, and the IPO.
Business Overview
We are a leading U.S.-based technology company Powering Commerce at the Point of SaleSM. Our platform
facilitates merchant sales, while reducing the friction and improving the economics associated with a consumer
making a purchase and a bank extending financing for that purchase. As of December 31, 2018, we had 14,907
active merchants on our platform, defined as home improvement merchants and healthcare providers that have
submitted at least one consumer application during the 12 months ended at the date of measurement. From our
inception through December 31, 2018, merchants have used our platform to enable approximately 2.2 million
consumers to finance approximately $16.3 billion of transactions with "Bank Partners," defined as federally insured
banks that originate loans under the GreenSky program and any other lenders with respect to those loans.
We have developed and have been advancing and refining our proprietary, purpose-built platform to
provide significant benefits to our growing ecosystem of merchants, consumers and Bank Partners:
• Merchants. Merchants using our platform, which presently range from small, owner-operated home
improvement contractors and healthcare providers to large national home improvement brands and retailers,
rely on us to facilitate low or deferred interest promotional point-of-sale financing and payments solutions
that enable higher sales volume. Our platform is designed to provide a seamless experience for our
merchants with a mobile-native design that is intuitive and easy to use. Our technology integrates
effortlessly with merchants’ existing payments systems, while also allowing merchants to access funds
faster.
• Consumers. Consumers on our platform, who to date primarily have super-prime or prime credit scores,
find financing with promotional terms to be an attractive alternative to paying with cash, check, credit card,
or general purpose revolving credit, particularly in the case of larger purchases. We provide a completely
paperless, mobile-enabled experience that typically permits a consumer to apply and be approved for
financing in less than 60 seconds at the point of sale.
• Bank Partners. We provide our Bank Partners with access to our proprietary technology solution and
merchant network, enabling them to build a diversified portfolio of high-quality consumer loans with
attractive risk-adjusted yields. Our platform delivers significant loan volume, while requiring minimal
upfront investment by our Bank Partners. Furthermore, our program is designed to adhere to the regulatory
and compliance standards of our Bank Partners, which has helped us to gain their confidence, allowing
them to outsource both loan facilitation and servicing functions to us.
Our platform is powered by a proprietary technology infrastructure that delivers stability, speed, scalability
and security. It supports the full transaction lifecycle, including credit application, underwriting, real-time loan
allocation to our Bank Partners, document distribution, funding, settlement and servicing, and it can be expanded to
additional industry verticals as we scale our business. We have cultivated strong relationships with channel partners
(which we refer to as "Sponsors") to amplify the reach of our technology, enabling us to efficiently and cost-
effectively onboard large numbers of potential merchants underlying each Sponsor. We offer merchants a platform
that they can adopt without friction—including no upfront fees, capital expenditure or onerous systems integration.
When our merchants offer our solution at the point of sale, they provide our Bank Partners with cost-effective
4
access to a vast number of consumers. This ecosystem of merchants, consumers and Bank Partners allows us to
generate recurring revenues with minimal customer acquisition and marketing costs, resulting in attractive unit
economics and strong margins.
We have a strong recurring revenue model built upon repeat and growing usage by merchants. We derive
most of our revenue and profitability from upfront transaction fees that merchants pay us every time they facilitate a
transaction using our platform. Thus, our profitability is strongly correlated with merchant transaction volume. The
transaction fee rate depends on the terms of financing selected by a consumer. In addition, we collect servicing fees
on the loan portfolios we service for our Bank Partners.
Seasonality. Our operating results can vary from quarter to quarter as a result of seasonality in consumer
spending and payment patterns. Given that our home improvement vertical is a significant contributor to our overall
revenue, our revenue growth generally is higher during the second and third quarters of the year as the weather
improves, the residential real estate market becomes more active and consumers begin home improvement projects.
During these periods, we tend to experience increased loan applications and, in turn, transaction volume.
Conversely, our revenue growth generally slows during the first and fourth quarters of the year, as consumer
spending on home improvement projects tends to slow leading up to the holiday season and through the winter
months. As a result, growth in loan applications and transaction volume also tends to slow during these periods.
Unlike the home improvement vertical, the elective healthcare vertical is less susceptible to quarter to quarter
seasonality, as the volume of elective healthcare procedures tends to remain relatively constant throughout the year.
Therefore, our seasonality trends may vary in the future as we introduce our program to new industry verticals and
become less concentrated in the home improvement industry.
The origination related and finance charge reversal components of our cost of revenue also are subject to
these same seasonal factors, while the servicing related component of cost of revenue, in particular customer service
staffing, printing and posting costs, is not as closely correlated to seasonal volume patterns. As transaction volume
increases, the transaction volume related personnel costs, as well as costs related to credit and identity verification,
among other activities, increase as well. Further, finance charge reversals are positively correlated to transaction
volume in the same period of the prior year. As prepayments on deferred interest loans, which trigger finance charge
reversals, typically are highest towards the end of the promotional period, and promotional periods are most
commonly 12, 18 or 24 months, finance charge reversal settlements follow a similar seasonal pattern as transaction
volumes over the course of a calendar year.
Lastly, we have observed seasonal patterns in consumer credit, which results in lower charge-offs during
the second and third quarters of the year. Credit improvement during these periods has a positive impact on the
incentive payments we receive from our Bank Partners. Conversely, during the first and fourth quarters of the year,
when credit performance is comparably lower, our incentive payment receipts are negatively impacted, which in
turn has a negative impact on our cost of revenue.
Our Ecosystem
We have built an entrenched ecosystem of merchants, consumers and Bank Partners. Our platform enables
each of these constituents to benefit from enhanced access to each other and to our technology, resulting in a
virtuous cycle of increasing engagement and value creation. We believe our ecosystem grows stronger with scale.
Value Proposition to Merchants
•
•
Increased sales volume. Promotional payment plans and financing solutions make it easier for merchants to
sell more goods and services. We have observed that our customizable solution helps merchants increase
ticket size and conversion of sales.
Seamless integration. We design our solution to deliver instant value, enabling our merchants’ sales
associates to use their existing mobile devices to facilitate loans through our platform. We settle payments
through a national credit card payment network or through the Automated Clearing House (“ACH”)
network, meaning merchants that already accept these types of payments require no systems integration to
adopt our platform. This frictionless onboarding makes consumer point-of-sale financing available for
merchants of all sizes.
5
• Accelerated funding. Our merchants typically receive a sizeable portion of their funding faster than they
would if they were paid in installments in a more traditional 30-day billing cycle.
•
Superior customer service. We work creatively and collaboratively to design promotional financing offers
that fulfill the needs of our merchants while continuing to improve our solution to appeal to their customers.
Value Proposition to Consumers
•
Superior experience. Because we are able to process an application and approve financing at the point of
sale with limited burden on the consumer, our platform enables consumers to “apply and buy” in most cases
in less than a minute, utilizing an intuitive mobile interface and paperless loan agreement.
• Promotional interest rates and terms. The majority of the loans facilitated by our platform carry
promotional financing with deferred interest or low-rate terms, an attractive alternative relative to the rates
on credit card balances.
• Enables larger purchases. By allowing merchants to market to their customers by focusing on the monthly
cost of their purchases rather than the one-time upfront cash outlays, consumers are able to better budget for
larger purchases.
• Preserves revolving credit availability. Rather than utilizing revolving credit for large purchases, which
results in available credit lines being reduced, the loans we facilitate preserve credit card availability for
everyday purchases.
Value Proposition to Banks
• Consumer credit exposure at attractive risk-adjusted yields. We believe loans originated on our platform
offer strong net interest margin, credit performance and duration characteristics relative to banks’ other
unsecured consumer lending opportunities.
• Nationally-diversified, small-balance loans. While many of our Bank Partners may traditionally focus on
lending opportunities within their geographic footprints, our platform enables them to originate loans in all
50 states and at an average loan size of less than $10,000 as of December 31, 2018, thus creating an
efficient mechanism to aggregate a granular, diversified national portfolio.
• Access to our proprietary technology and merchant network. Over the past decade, we have built and
refined our technology platform to deliver significant value to merchants and consumers. We also have
cultivated strong relationships with Sponsors and merchants. We believe our Bank Partners would require
significant time and investment to build such a technology solution and merchants network themselves.
• No customer acquisition cost and limited operating expenses. Our platform alleviates the need for our Bank
Partners to bear any marketing, software development or technology infrastructure costs to originate loans.
• Robust compliance framework. We continually refine and upgrade our platform, risk management and
servicing capabilities to meet the compliance, documentation and vendor management requirements of our
Bank Partners and their regulators.
Our Platform
We believe our platform, powered by proprietary, patent-pending technology, has attributes that create
meaningful barriers to entry for other providers attempting to reach the same scale with merchants, consumers and
banks. These attributes include:
•
Intuitive user interface. We have designed our digital platform to be simple and easy to use.
• Paperless application and documentation environment. Our platform auto-populates applications using a
mobile device’s location data and a scan of the consumer’s driver license, eliminating unnecessary effort.
Once the transaction is approved, a digital loan agreement is delivered in real time, generally back to the
same mobile device. The consumer accepts the terms of the agreement electronically, eliminating the need
for a physical signature.
6
• Capacity to support a wide range of promotional financing solutions. Our technology enables merchants of
all sizes and their sales associates to select among several promotional financing solutions based on
customer preferences.
•
Significant flexibility and processing capabilities. Our technology stack includes an “Application
Tier” (multiple user-facing applications) and a dynamic “Database Tier” (real time algorithmic underwriting
and processing functionality, data archiving, lookup and reporting). Together, this results in a
comprehensive technology solution that supports the full transaction lifecycle: credit application, loan
underwriting, real-time bank loan allocation, borrower loan document distribution, bank loan funding and
settlement and all borrower servicing functions.
• Real time credit decisions and placement with a Bank Partner. We have developed an algorithm that
underwrites potential loans against the specified credit criteria of each of our Bank Partners. Once loan
applications are underwritten and matched against the Bank Partners’ credit criteria, a proprietary digital
“round-robin” system allocates each unique approved loan to a Bank Partner.
• Automated regulatory compliance. During the underwriting process, our systems instantly check applicants
against national databases designed to identify potential money laundering and other “red flags.”
•
•
•
Integration into payments network. We settle and fund transactions on a national credit card network or via
the ACH system, allowing merchants to adopt our digital platform without any capital expenditure or back-
end payment systems integration.
System of record and loan servicing. Our technology maintains the system of record for the portfolio of
each of our Bank Partners, whereby details of all loans initiated, funded and serviced are maintained in a
secure, online, user-accessible environment.
Scalable digital platform. Because each feature of our platform is digitally-enabled, we can efficiently
adapt to the changing preferences of our constituents and achieve greater scale.
2018 Developments
Specific key developments and results from 2018 include:
– We added two new Bank Partners. Combined with increases in funding commitments by existing Bank
Partners, our aggregate commitments as of December 31, 2018 were $11.8 billion, an increase of $3.8
billion since December 31, 2017;
– We maintained an attractive consumer profile. For all loans originated on our platform during 2018, the
credit-line weighted average consumer credit score was 768. Furthermore, consumers with credit scores
over 780 comprised 33% of the Loan Servicing Portfolio as of December 31, 2018 and over 85% of the
Loan Servicing Portfolio as of December 31, 2018 consisted of consumers with credit scores over 700;
– We achieved significant growth over 2017 in each of our key business metrics of active merchants (37%),
transaction volume (34%), loan servicing portfolio (36%) and cumulative consumer accounts (43%);
– We entered into a multi-faceted collaboration with American Express consisting of: (i) a strategic alliance
whereby American Express will enable eligible United States merchants that accept American Express and
the customers they serve to access the Company’s proprietary point-of-sale financing solutions, (ii) a pilot
program (initially within the home improvement category) for direct to consumer loans for eligible
American Express consumer Card Members to search for participating merchants within GreenSky's
network, and to finance their purchases at participating American Express accepting merchants of their
choosing within or outside of GreenSky's merchant network, and (iii) access to American Express
vPayment, a virtual payments solution, in order to facilitate purchases via virtual account numbers
delivered to approved customers; and
– Our Board of Directors authorized the repurchase of up to $150 million of the Company's Class A common
stock. Subsequently, we repurchased 4.7 million shares of Class A common stock at a cost of $43.9 million
during 2018.
7
Competition
The consumer credit and payments market is highly fragmented and competitive. We face competition from
a diverse landscape of consumer lenders, including traditional banks, credit unions and credit card issuers, as well
as alternative technology-enabled lenders. Many of our credit and payment competitors are (or are affiliated with)
financial institutions with the capacity to hold loans on their balance sheets, increasing the potential profitability of
individual consumer relationships. Some of these competitors offer a broader suite of products and services than we
do, including retail banking solutions, credit and debit cards and loyalty programs.
We compete for merchants based on a number of key product features, including price, duration, simplicity
of loan terms, promotional terms, ease of applying, merchant fees, user experience and time-to-funding. Our
existing core unsecured term loan products face competition primarily from home equity lines of credit and general
purpose revolving credit cards. Consumers can access these alternatives through a range of traditional and
technology-enabled sources. In the future, we may confront increased competition from existing competitors, as
many traditional, large-scale consumer lenders are investing in technology to streamline loan application and
funding processes. We also expect to face additional competition from current competitors or others who embrace
new technologies to significantly change the consumer credit and payment industry.
Significant Customers
Our top ten merchants (including certain groups of affiliated merchants) accounted for an aggregate of 27%
of our total revenue during the year ended December 31, 2018. The Home Depot is our most significant single
merchant and represented approximately 5% of total revenue during the year ended December 31, 2018. In
addition, affiliates of Renewal by Andersen, our largest Sponsor, represented together approximately 19% of total
revenue during the year ended December 31, 2018. We expect to have significant concentration in our largest
merchant relationships for the foreseeable future. In the event that (i) The Home Depot or one or more of our other
significant merchants, or groups of merchants, or (ii) Renewal by Andersen or one or more of our other significant
Sponsors, and their dealers, terminate their relationships with us, or elect to utilize an alternative source for
financing, the number of loans originated through the GreenSky program likely would decline, which would
materially adversely affect our business and, in turn, our revenue.
Employees
As of December 31, 2018, GreenSky had 1,088 full-time employees, with substantially all located in
metropolitan Atlanta, Georgia and Crescent Hills, Kentucky. None of our employees are represented by a labor
union, and we believe we have positive relationships with our employees.
Available Information
Our internet address is www.greensky.com. Our internet address is included herein as an inactive textual
reference only. The information contained on our website is not incorporated by reference herein and should not be
considered part of this report. Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on
Form 8-K and proxy statements, and amendments to those reports that we file with, or furnish to, the SEC are
available free of charge at the Securities and Exchange Commission website, http://www.sec.gov.
ITEM 1A. RISK FACTORS
Our business involves significant risks, some of which are described below. You should carefully review and
consider the following risk factors and the other information included in this Annual Report on Form 10-K,
including the Consolidated Financial Statements and Notes to Consolidated Financial Statements included in Part
II, Item 8. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in
combination with other events or circumstances, may have a material adverse effect on our business, reputation,
revenue, financial condition, results of operations and future prospects, in which event the market price of our Class
A common stock could decline, and you could lose part or all of your investment. In addition, our business,
reputation, revenue, financial condition, results of operations and future prospects also could be harmed by risks
and uncertainties not currently known to us or that we currently do not believe are material.
8
Risks Related to Our Business and the Consumer Financial Services Industry
Our agreements with our Bank Partners are non-exclusive, short-term in duration and subject to termination by
our Bank Partners upon the occurrence of certain events, including our failure to comply with applicable
regulatory requirements. If such agreements are terminated, and we are unable to replace the commitments of
the terminating Bank Partners, our business would be adversely affected.
We rely on our Bank Partners to originate all of the loans made through the GreenSky program. Our five
largest Bank Partners: BMO Harris Bank, Fifth Third Bank, Regions Bank, SunTrust Bank and Synovus Bank,
provided approximately 89% of the commitments to originate loans as of December 31, 2018. We have entered into
separate loan origination agreements and servicing agreements with each of our Bank Partners. The loan origination
agreements generally contain customary termination provisions that allow our Bank Partners to terminate the
agreement upon certain events including, among other things, our breach of the loan origination agreement or
servicing agreement, underperformance of loan portfolios or regulatory requirements; and certain loan origination
agreements, including loan origination agreements with certain of our largest Bank Partners, entitle the Bank
Partner to terminate the agreement for convenience. Our servicing agreements with our Bank Partners generally
contain customary termination provisions that allow our Bank Partners to terminate our servicing of loans under the
agreement upon certain events including, among other things, our breach of the loan origination agreement or
servicing agreement. If any of our largest Bank Partners were to terminate their agreements with us, it would have a
material adverse effect on our business.
Our agreements with our Bank Partners generally have automatically renewable one-year terms. These
agreements are non-exclusive and do not prohibit our Bank Partners from working with our competitors or from
offering competing products, except that certain Bank Partners have agreed not to provide customer financing
outside of the GreenSky program to our merchants and Sponsors (as defined below) during the term of their
agreements with us and generally for one year after termination or expiration. "Sponsors" refers to manufacturers,
their captive and franchised showroom operations, and trade associations with which we partner to onboard
merchants. As a result of the foregoing, any of our Bank Partners could with minimal notice decide that working
with us is not in its interest, could offer us less favorable or unfavorable economic or other terms or could decide to
enter into exclusive or more favorable relationships with one of our competitors. We also could have future
disagreements or disputes with our Bank Partners, which could negatively affect or threaten our relationships with
them.
Our Bank Partners also may terminate their agreements with us if we fail to comply with regulatory
requirements applicable to them. We are a service provider to our Bank Partners, and, as a result, we are subject to
audit by our Bank Partners in accordance with customary practice and applicable regulatory guidance related to
management by banks of third-party vendors. We also are subject to the examination and enforcement authority of
the federal banking agencies, including the Federal Reserve, the Federal Deposit Insurance Corporation and the
Office of the Comptroller of the Currency, as a bank service company, and are subject to the examination and
enforcement authority of the Consumer Financial Protection Bureau (“CFPB”) as a service provider to a covered
person under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”). It is
imperative that our Bank Partners continue to have confidence in our compliance efforts. Any substantial failure, or
alleged or perceived failure, by us to comply with applicable regulatory requirements could cause them to be
unwilling to originate loans through our program or could cause them to terminate their agreements with us. See “-
Risks Related to Our Regulatory Environment.” If we are unsuccessful in maintaining our relationships with our
Bank Partners for any of the foregoing reasons, or if we are unable to develop relationships with new Bank
Partners, it could have a material adverse effect on our business and our ability to grow.
Our results of operations and continued growth depend on our ability to retain existing, and attract new,
merchants and Bank Partners.
A substantial majority of our total revenue is generated from the transaction fees that we receive from our
merchants and, to a lesser extent, servicing and other fees that we receive from our Bank Partners in connection
with loans made by our Bank Partners to the customers of our merchants. Approximately 84% of our total revenue
for the year ended December 31, 2018 was generated from transaction fees paid to us by our merchants. To attract
and retain merchants, we market our program to them on the basis of a number of factors, including financing
9
terms, the flexibility of promotional offerings, approval rates, speed and simplicity of loan origination, service
levels, products and services, technological capabilities and integration, customer service, brand and reputation.
There is significant competition for our existing merchants. If we fail to retain any of our larger merchants
or a substantial number of our smaller merchants, and we do not acquire new merchants of similar size and
profitability, it would have a material adverse effect on our business and future growth. We have experienced some
turnover in our merchants, as well as varying activation rates and volatility in usage of the GreenSky program by
our merchants, and this may continue or even increase in the future. Program agreements generally are terminable
by merchants at any time. Also, we generally do not have exclusive arrangements with our merchants, and they are
free to use our competitors’ programs at any time and without notice to us. If a significant number of our existing
merchants were to use other competing programs, thereby reducing their use of our program, it would have a
material adverse effect on our business and results of operations.
Competition for new merchants also is significant, especially in industry verticals in which we do not have
an established reputation, such as elective healthcare. As a result, our continued success and growth depend on our
ability to attract new merchants, including in new verticals, and our failure to do so would limit our growth and our
ability to continue generating revenue at current levels.
Our failure to retain existing, and attract and retain new, Bank Partners also could materially adversely
affect our business and our ability to grow. We market our program to banks on the basis of the risk-adjusted yields
available to them and geographic diversity of the loans that they are able to originate through the GreenSky
program, as well as the absence of significant upfront and ongoing costs and the general attractiveness of the
consumers that use the GreenSky program. Bank Partners have alternative sources for attractive, if not similar,
loans, including internal loan generation, and they could elect to originate loans through those alternatives rather
than through the GreenSky program.
Based upon current commitment levels, our five largest Bank Partners are BMO Harris Bank, Fifth Third
Bank, Regions Bank, SunTrust Bank and Synovus Bank. As of December 31, 2018, they provided approximately
89% of the overall commitments to originate loans through our program. If any of our larger Bank Partners, or a
substantial number of our smaller Bank Partners, were to suspend, limit or otherwise terminate their relationships
with us, it would have a material adverse effect on our business. If we need to enter into arrangements with a
different bank to replace one of our Bank Partners, we may not be able to negotiate a comparable alternative
arrangement.
A large percentage of our revenue is concentrated with our top ten merchants, and the loss of a significant
merchant could have a negative impact on our operating results.
Our top ten merchants (including certain groups of affiliated merchants) accounted for an aggregate of 27%
of our total revenue during the year ended December 31, 2018. The Home Depot is our most significant single
merchant and represented approximately 5% of total revenue during the year ended December 31, 2018. In
addition, affiliates of Renewal by Andersen, our largest Sponsor, represented together approximately 19% of total
revenue during the year ended December 31, 2018. Our agreement with Renewal by Andersen provides that
Renewal by Andersen will promote the GreenSky program through notifying its dealers of the availability of the
GreenSky program and providing them ancillary materials. Both parties have the right to terminate the agreement
generally upon 90-days notice. If Renewal by Andersen terminates the agreement, Renewal by Andersen dealers
would not be obligated to terminate their participation in the GreenSky program, although they could choose to do
so. We expect to have significant concentration in our largest merchant relationships for the foreseeable future. In
the event that (i) The Home Depot or one or more of our other significant merchants, or groups of merchants, or (ii)
Renewal by Andersen or one or more of our other significant Sponsors, and their dealers, terminate their
relationships with us, or elect to utilize an alternative source for financing, the number of loans originated through
the GreenSky program would decline, which would materially adversely affect our business and, in turn, our
revenue.
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Our results depend, to a significant extent, on the active and effective promotion and support of the GreenSky
program by our Sponsors and merchants.
Our success depends on the active and effective promotion of the GreenSky program by our Sponsors to
their network of merchants and by our merchants to their customers. We rely on our Sponsors, including large
franchisors within different home improvement industry sub-verticals, to promote the GreenSky program within
their networks of merchants. A majority of our active merchants are affiliated with Sponsors. Although our
Sponsors generally are under no obligation to promote the GreenSky program, many do so through direct mail,
email campaigns and trade shows. The failure by our Sponsors to effectively promote and support the GreenSky
program would have a material adverse effect on the rate at which we acquire new merchants and the cost thereof.
We also depend on our merchants, which generally accept most major credit cards and other forms of
payment, to promote the GreenSky program, to integrate our platform and the GreenSky program into their
business, and to educate their sales associates about the benefits of the GreenSky program so that their sales
associates encourage customers to apply for and use our services. Our relationship with our merchants, however,
generally is non-exclusive, and we do not have, or utilize, any recourse against merchants when they do not
promote the GreenSky program. The failure by our merchants to effectively promote and support the GreenSky
program would have a material adverse effect on our business.
If our merchants fail to fulfill their obligations to consumers or comply with applicable law, we may incur
remediation costs.
Although our merchants are obligated to fulfill their contractual commitments to consumers and to comply
with applicable law, from time to time they might not, or a consumer might allege that they did not. This, in turn,
can result in claims against our Bank Partners and us or in loans being uncollectible. In those cases, we may decide
that it is beneficial to remediate the situation, either through assisting the consumers to get a refund, working with
our Bank Partners to modify the terms of the loan or reducing the amount due, making a payment to the consumer
or otherwise. Historically, the cost of remediation has not been material to our business, but we make no assurance
that it will not be in the future.
We have experienced rapid growth, which may be difficult to sustain and which may place significant demands
on our operational, administrative and financial resources.
The number of loans originated through the GreenSky program grew from approximately 385,000 in 2016
to approximately 675,000 in 2018, and our total revenue grew from $264 million in 2016 to $415 million in 2018.
Our rapid growth has caused significant demands on our operational, marketing, compliance and accounting
infrastructure, and has resulted in increased expenses, which we expect to continue as we grow. In addition, we are
required to continuously develop and adapt our systems and infrastructure in response to the increasing
sophistication of the consumer finance market and regulatory developments relating to our existing and projected
business activities and those of our Bank Partners. Our future growth will depend, among other things, on our
ability to maintain an operating platform and management system sufficient to address our growth and will require
us to incur significant additional expenses and to commit additional senior management and operational resources.
As a result of our growth, we face significant challenges in:
•
securing commitments from our existing and new Bank Partners to provide loans to customers of our
merchants;
• maintaining existing and developing new relationships with merchants and Sponsors;
• maintaining adequate financial, business and risk controls;
•
•
implementing new or updated information and financial and risk controls and procedures;
training, managing and appropriately sizing our workforce and other components of our business on a
timely and cost-effective basis;
•
navigating complex and evolving regulatory and competitive environments;
11
•
•
•
•
•
•
•
securing funding (including credit facilities and/or equity capital) to maintain our operations and future
growth;
increasing the number of borrowers in, and the volume of loans facilitated through, the GreenSky
program;
expanding within existing markets;
entering into new markets and introducing new solutions;
continuing to revise our proprietary credit decisioning and scoring models;
continuing to develop, maintain and scale our platform;
effectively using limited personnel and technology resources;
• maintaining the security of our platform and the confidentiality of the information (including personally
identifiable information) provided and utilized across our platform; and
•
attracting, integrating and retaining an appropriate number of qualified employees.
We may not be able to manage our expanding operations effectively, and any failure to do so could
adversely affect our ability to generate revenue and control our expenses.
If we experience negative publicity, we may lose the confidence of our Bank Partners, merchants and consumers
who use the GreenSky program and our business may suffer.
Reputational risk, or the risk to us from negative publicity or public opinion, is inherent to our business.
Recently, consumer financial services companies have been experiencing increased reputational harm as consumers
and regulators take issue with certain of their practices and judgments, including, for example, fair lending, credit
reporting accuracy, lending to members of the military, state licensing (for lenders, servicers and money
transmitters) and debt collection. Maintaining a positive reputation is critical to our ability to attract and retain Bank
Partners, merchants, consumers, investors and employees. Negative public opinion can arise from many sources,
including actual or alleged misconduct, errors or improper business practices by employees, Bank Partners,
merchants, outsourced service providers or other counterparties; litigation or regulatory actions; failure by us, our
Bank Partners, or merchants to meet minimum standards of service and quality; inadequate protection of consumer
information; failure of merchants to adhere to the terms of their GreenSky program agreements or other contractual
arrangements or standards; compliance failures; and media coverage, whether accurate or not. Negative public
opinion can diminish the value of our brand and adversely affect our ability to attract and retain Bank Partners,
merchants and consumers, as a result of which our results of operations may be materially harmed and we could be
exposed to litigation and regulatory action.
We may be unable to successfully develop and commercialize new or enhanced products and services.
The consumer financial services industry is subject to rapid and significant changes in technologies,
products and services. Our business is dependent upon technological advancement, such as our ability to process
applications instantly, accept electronic signatures and provide other conveniences expected by borrowers and
counterparties. We must ensure that our technology facilitates a consumer experience that is quick and easy and
equals or exceeds the consumer experience provided by our competitors. Therefore, a key part of our financial
success depends on our ability to develop and commercialize new products and services and enhancements to
existing products and services, including with respect to mobile and point-of-sale technologies.
Realizing the benefit of such products and services is uncertain, and we may not assign the appropriate
level of resources, priority or expertise to the development and commercialization of these new products, services
or enhancements. Our ability to develop, acquire and commercialize competitive technologies, products and
services on acceptable terms, or at all, may be limited by intellectual property rights that third parties, including
competitors and potential competitors, may assert. In addition, our success is dependent on factors such as merchant
and customer acceptance, adoption and usage, competition, the effectiveness of marketing programs, the
availability of appropriate technologies and business processes and regulatory approvals. Success of a new product,
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service or enhancement also may depend upon our ability to deliver it on a large scale, which may require a
significant investment.
We also could utilize and invest in technologies, products and services that ultimately do not achieve
widespread adoption and, therefore, are not as attractive or useful to our merchants and their customers as we
anticipate. Our merchants also may not recognize the value of new products and services or believe they justify any
potential costs or disruptions associated with implementing them. Because our solution is typically marketed
through our merchants, if our merchants are unwilling or unable to effectively implement or market new
technologies, products, services or enhancements, we may be unable to grow our business. Competitors also may
develop or adopt technologies or introduce innovations that change the markets they operate in and make our
solution less competitive and attractive to our merchants and their customers. Moreover, we may not realize the
benefit of new technologies, products, services or enhancements for many years, and competitors may introduce
more compelling products, services or enhancements in the meantime.
Changes in market interest rates could have an adverse effect on our business.
The fixed interest rates charged on the loans that our Bank Partners originate are calculated based upon a
margin above a market benchmark at the time of origination. Increases in the market benchmark would result in
increases in the interest rates on new loans. Increased interest rates may adversely impact the spending levels of
consumers and their ability and willingness to borrow money. Higher interest rates often lead to higher payment
obligations, which may reduce the ability of customers to remain current on their obligations to our Bank Partners
and, therefore, lead to increased delinquencies, defaults, customer bankruptcies and charge-offs, and decreasing
recoveries, all of which could have an adverse effect on our business. See Part II, Item 7A “Quantitative and
Qualitative Disclosures about Market Risk.”
Increases in loan delinquencies and default rates in the GreenSky program could cause us to lose amounts we
place in escrow and may require us to deploy resources to enhance our collections and default servicing
capabilities, which could adversely affect our ability to maintain loan volumes.
Loans funded by our Bank Partners generally are not secured by collateral, are not guaranteed or insured by
any third party and are not backed by any governmental authority in any way, which limits the ability of our Bank
Partners to collect on loans if a borrower is unwilling or unable to repay. A borrower’s ability to repay can be
negatively impacted by increases in the borrower’s payment obligations to other lenders under home, credit card
and other loans; loss of employment or other sources of income; adverse health conditions; or for other reasons.
Changes in a borrower’s ability to repay loans made by our Bank Partners also could result from increases in base
lending rates or structured increases in payment obligations. While consumers using our platform to date have had
high average credit scores, we may enter into new industry verticals in which consumers have lower average credit
scores, leading to potentially higher rates of defaults.
Should delinquencies and default rates increase, we will need to expand our collections and default
servicing capabilities, which will require skills and resources that we currently may not have. This will result in
higher costs due to the time and effort required to collect payments from delinquent borrowers.
While we are not generally responsible for defaults by customers, we have agreed with each of our Bank
Partners to fund an escrow in order to provide the Bank Partners limited protection against credit losses. If credit
losses increase, we could lose a portion, or all, of these escrowed funds, which would have an adverse effect on our
business.
Because the agreements we have with our Bank Partners are of short duration and because our Bank
Partners generally may terminate their agreements or reduce their commitments to provide loans if credit losses
increase, the overall volume of GreenSky program loans may decrease in the event of higher default rates. In
addition, in certain limited circumstances, our Bank Partners may terminate the agreements under which we service
their loan portfolios, in which case we will suffer a decrease in our revenues from loan servicing.
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We own receivables for certain loans, and the non-performance, or even significant underperformance, of those
receivables would adversely affect our business.
We hold some of the receivables underlying the loans originated by our Bank Partners, which we refer to as
“R&D Receivables” and which are designated as loan receivables held for sale on our Consolidated Balance Sheets.
As of December 31, 2018, we had $2.9 million in loan receivables held for sale, net. Generally, we hold R&D
Receivables that we purchase from an originating Bank Partner with the intent to hold the loan receivables only for
a short period of time before we can transfer the loan receivables to a Bank Partner following its determination to
purchase the loan receivables, which a Bank Partner might do in connection with an expansion of its credit policy.
Our objective is to hold these receivables only until we have enough experience with the particular products or
industry verticals for our Bank Partners to purchase the receivables. However, there is no assurance that our Bank
Partners will purchase the receivables underlying these loans and, during the period that we own the receivables, we
bear the entire credit risk in the event that the borrowers default. In addition, we are obligated to purchase from our
Bank Partners the receivables underlying any loans that were approved in error or otherwise involved customer or
merchant fraud. Our ownership of receivables also requires us to commit or obtain corresponding funding. In
addition, non-performance, or even significant underperformance, of the loan receivables held for sale that we own
could have a materially adverse effect on our business.
We are subject to certain additional risks in connection with promotional financing offered through the
GreenSky program.
Many of the loans originated by our Bank Partners provide promotional financing in the form of low or
deferred interest. When a deferred interest loan is paid in full prior to the end of the promotional period (typically
six to 24 months), any interest that has been billed on the loan by our Bank Partner to the consumer is reversed,
which triggers an obligation on our part to make a payment to the Bank Partner that made the loan in order to fully
offset the reversal (each event, a finance charge reversal or "FCR"). We record a FCR liability on our balance sheet
for interest billed during the promotional period that is expected to be reversed prior to the end of such period. As of
December 31, 2018, this liability was $138.6 million, up from $94.1 million as of December 31, 2017. See Note 3
to the Consolidated Financial Statements in Part II, Item 8 for further information. If the rate at which deferred
interest loans are paid in full prior to the end of the promotional period increases, resulting in increased payments
by us to our Bank Partners, it would adversely affect our business.
Further, deferred interest loans are subject to enhanced regulatory scrutiny as a result of abusive marketing
practices by some lenders, and the CFPB has initiated enforcement actions against both lenders and servicers
alleging that they have engaged in unfair, deceptive or abusive acts or practices because of lack of clarity in
disclosures with respect to such loans. Such scrutiny could reduce the attractiveness to consumers of deferred
interest loans or result in a general unwillingness on the part of our Bank Partners to make deferred interest loans. A
reduction in the dollar volume of deferred interest loans offered through the GreenSky Program would adversely
affect our business.
The loss of the services of our senior management could adversely affect our business.
The experience of our senior management, including, in particular, David Zalik, our Chief Executive
Officer, is a valuable asset to us. Our management team has significant experience in the consumer loan business
and would be difficult to replace. Competition for senior executives in our industry is intense, and we may not be
able to attract and retain qualified personnel to replace or succeed members of our senior management team or other
key personnel. Failure to retain talented senior leadership could have a material adverse effect on our business. We
do not maintain key life insurance policies relating to our senior management.
Our vendor relationships subject us to a variety of risks, and the failure of third parties to comply with legal or
regulatory requirements or to provide various services that are important to our operations could have an
adverse effect on our business.
We have significant vendors that, among other things, provide us with financial, technology and other
services to support our loan servicing and other activities, including, for example, credit ratings and reporting,
cloud-based data storage and other IT solutions, and payment processing. The CFPB has issued guidance stating
that institutions under its supervision may be held responsible for the actions of the companies with which they
14
contract. Accordingly, we could be adversely impacted to the extent our vendors fail to comply with the legal
requirements applicable to the particular products or services being offered.
In some cases, third-party vendors are the sole source, or one of a limited number of sources, of the services
they provide to us. Most of our vendor agreements are terminable on little or no notice, and if our current vendors
were to stop providing services to us on acceptable terms, we may be unable to procure alternatives from other
vendors in a timely and efficient manner and on acceptable terms (or at all). If any third-party vendor fails to
provide the services we require, fails to meet contractual requirements (including compliance with applicable laws
and regulations), fails to maintain adequate data privacy and electronic security systems, or suffers a cyber-attack or
other security breach, we could be subject to CFPB, FTC and other regulatory enforcement actions and suffer
economic and reputational harm that could have a material adverse effect on our business. Further, we may incur
significant costs to resolve any such disruptions in service, which could adversely affect our business.
Litigation, regulatory actions and compliance issues could subject us to significant fines, penalties, judgments,
remediation costs and/or requirements resulting in increased expenses.
Our business is subject to increased risks of litigation and regulatory actions as a result of a number of
factors and from various sources, including as a result of the highly regulated nature of the financial services
industry and the focus of state and federal enforcement agencies on the financial services industry.
In the ordinary course of business, we have been named as a defendant in various legal actions, including
arbitrations, class actions and other litigation. Generally, this litigation arises from the dissatisfaction of a consumer
with the products or services of a merchant; some of this litigation, however, has arisen from other matters,
including claims of discrimination, credit reporting and collection practices. Certain of those actions include claims
for substantial compensatory and/or punitive damages or claims for indeterminate amounts of damages. From time
to time, we also are involved in, or the subject of, reviews, requests for information, investigations and proceedings
(both formal and informal) by state and federal governmental agencies, including banking regulators and the CFPB,
regarding our business activities and our qualifications to conduct our business in certain jurisdictions, which could
subject us to significant fines, penalties, obligations to change our business practices and other requirements
resulting in increased expenses and diminished earnings. Our involvement in any such matter also could cause
significant harm to our reputation and divert management attention from the operation of our business, even if the
matters are ultimately determined in our favor. We have in the past chosen to settle (and may in the future choose to
settle) certain matters in order to avoid the time and expense of contesting them. Although none of the settlements
has been material to our business, there is no assurance that, in the future, such settlements will not have a material
adverse effect on our business. Moreover, any settlement, or any consent order or adverse judgment in connection
with any formal or informal proceeding or investigation by a government agency, may prompt litigation or
additional investigations or proceedings as other litigants or other government agencies begin independent reviews
of the same activities.
In addition, a number of participants in the consumer finance industry have been the subject of putative
class action lawsuits; state attorney general actions and other state regulatory actions; federal regulatory
enforcement actions, including actions relating to alleged unfair, deceptive or abusive acts or practices; violations of
state licensing and lending laws, including state usury laws; actions alleging discrimination on the basis of race,
ethnicity, gender or other prohibited bases; and allegations of noncompliance with various state and federal laws
and regulations relating to originating and servicing consumer finance loans. The current regulatory environment,
increased regulatory compliance efforts and enhanced regulatory enforcement have resulted in significant
operational and compliance costs and may prevent us from providing certain products and services. There is no
assurance that these regulatory matters or other factors will not, in the future, affect how we conduct our business
and, in turn, have a material adverse effect on our business. In particular, legal proceedings brought under state
consumer protection statutes or under several of the various federal consumer financial services statutes subject to
the jurisdiction of the CFPB may result in a separate fine for each violation of the statute, which, particularly in the
case of class action lawsuits, could result in damages substantially in excess of the amounts we earned from the
underlying activities.
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We contest our liability and the amount of damages, as appropriate, in each pending matter. The outcome of
pending and future matters could be material to our results of operations, financial condition and cash flows, and
could materially adversely affect our business.
In addition, from time to time, through our operational and compliance controls, we identify compliance
issues that require us to make operational changes and, depending on the nature of the issue, result in financial
remediation to impacted customers. These self-identified issues and voluntary remediation payments could be
significant, depending on the issue and the number of customers impacted, and also could generate litigation or
regulatory investigations that subject us to additional risk. See “-Risks Related to Our Regulatory Environment.”
Regulatory agencies and consumer advocacy groups are becoming more aggressive in asserting “disparate
impact” claims.
Antidiscrimination statutes, such as the Equal Credit Opportunity Act (the “ECOA”), prohibit creditors
from discriminating against loan applicants and borrowers based on certain characteristics, such as race, religion
and national origin. Various federal regulatory agencies and departments, including the U.S. Department of Justice
(“DOJ”) and CFPB, take the position that these laws prohibit not only intentional discrimination, but also neutral
practices that have a “disparate impact” on a group and that are not justified by a business necessity.
These regulatory agencies, as well as consumer advocacy groups and plaintiffs’ attorneys, are focusing
greater attention on “disparate impact” claims. To the extent that the “disparate impact” theory continues to apply,
we may face significant administrative burdens in attempting to identify and eliminate neutral practices that do have
“disparate impact.” The ability to identify and eliminate neutral practices that have “disparate impact” is
complicated by the fact that often it is our merchants, over which we have limited control, that implement our
practices. In addition, we face the risk that one or more of the variables included in the GreenSky program’s loan
decisioning model may be invalidated under the disparate impact test, which would require us to revise the loan
decisioning model in a manner that might generate lower approval rates or higher credit losses.
In addition to reputational harm, violations of the ECOA can result in actual damages, punitive damages,
injunctive or equitable relief, attorneys’ fees and civil money penalties.
Fraudulent activity could negatively impact our business and could cause our Bank Partners to be less willing to
originate loans as part of the GreenSky program.
Fraud is prevalent in the financial services industry and is likely to increase as perpetrators become more
sophisticated. We are subject to the risk of fraudulent activity associated with our merchants, their customers and
third parties handling customer information. Our resources, technologies and fraud prevention tools may be
insufficient to accurately detect and prevent fraud. The level of our fraud charge-offs could increase and our results
of operations could be materially adversely affected if fraudulent activity were to significantly increase. High
profile fraudulent activity also could negatively impact our brand and reputation, which could negatively impact the
use of our services and products. In addition, significant increases in fraudulent activity could lead to regulatory
intervention, which could increase our costs and also negatively impact our business.
Cyber-attacks and other security breaches could have an adverse effect on our business.
In the normal course of our business, we collect, process and retain sensitive and confidential information
regarding our Bank Partners, our merchants and consumers. We also have arrangements in place with certain of our
third-party service providers that require us to share consumer information. Although we devote significant
resources and management focus to ensuring the integrity of our systems through information security and business
continuity programs, our facilities and systems, and those of our Bank Partners, merchants and third-party service
providers, are vulnerable to external or internal security breaches, acts of vandalism, computer viruses, misplaced or
lost data, programming or human errors, and other similar events. We, our Bank Partners, our merchants and our
third-party service providers have experienced all of these events in the past and expect to continue to experience
them in the future. We also face security threats from malicious third parties that could obtain unauthorized access
to our systems and networks, which threats we anticipate will continue to grow in scope and complexity over time.
These events could interrupt our business or operations, result in significant legal and financial exposure,
supervisory liability, damage to our reputation and a loss of confidence in the security of our systems, products and
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services. Although the impact to date from these events has not had a material adverse effect on us, no assurance is
given that this will be the case in the future.
Information security risks in the financial services industry have increased recently, in part because of new
technologies, the use of the internet and telecommunications technologies (including mobile devices) to conduct
financial and other business transactions and the increased sophistication and activities of organized criminals,
perpetrators of fraud, hackers, terrorists and others. In addition to cyber-attacks and other security breaches
involving the theft of sensitive and confidential information, hackers recently have engaged in attacks that are
designed to disrupt key business services, such as consumer-facing websites. We may not be able to anticipate or
implement effective preventive measures against all security breaches of these types, especially because the
techniques used change frequently and because attacks can originate from a wide variety of sources. We employ
detection and response mechanisms designed to contain and mitigate security incidents. Nonetheless, early
detection efforts may be thwarted by sophisticated attacks and malware designed to avoid detection. We also may
fail to detect the existence of a security breach related to the information of our Bank Partners, merchants and
consumers that we retain as part of our business and may be unable to prevent unauthorized access to that
information.
We also face risks related to cyber-attacks and other security breaches that typically involve the
transmission of sensitive information regarding borrowers through various third parties, including our Bank
Partners, our merchants and data processors. Some of these parties have in the past been the target of security
breaches and cyber-attacks. Because we do not control these third parties or oversee the security of their systems,
future security breaches or cyber-attacks affecting any of these third parties could impact us through no fault of our
own, and in some cases we may have exposure and suffer losses for breaches or attacks relating to them. While we
regularly conduct security assessments of significant third-party service providers, no assurance is given that our
third-party information security protocols are sufficient to withstand a cyber-attack or other security breach.
The access by unauthorized persons to, or the improper disclosure by us of, confidential information
regarding GreenSky program customers or our own proprietary information, software, methodologies and business
secrets could interrupt our business or operations, result in significant legal and financial exposure, supervisory
liability, damage to our reputation or a loss of confidence in the security of our systems, products and services, all
of which could have a material adverse impact on our business. In addition, there recently have been a number of
well-publicized attacks or breaches affecting companies in the financial services industry that have heightened
concern by consumers, which could also intensify regulatory focus, cause users to lose trust in the security of the
industry in general and result in reduced use of our services and increased costs, all of which could also have a
material adverse effect on our business.
Disruptions in the operation of our computer systems and third-party data centers could have an adverse effect
on our business.
Our ability to deliver products and services to our Bank Partners and merchants, service loans made by our
Bank Partners and otherwise operate our business and comply with applicable laws depends on the efficient and
uninterrupted operation of our computer systems and third-party data centers, as well as those of our Bank Partners,
merchants and third-party service providers.
These computer systems and third-party data centers may encounter service interruptions at any time due to
system or software failure, natural disasters, severe weather conditions, health pandemics, terrorist attacks, cyber-
attacks or other events. Any of such catastrophes could have a negative effect on our business and technology
infrastructure (including our computer network systems), on our Bank Partners and merchants and on consumers.
Catastrophic events also could prevent or make it more difficult for customers to travel to our merchants’ locations
to shop, thereby negatively impacting consumer spending in the affected regions (or in severe cases, nationally),
and could interrupt or disable local or national communications networks, including the payment systems network,
which could prevent customers from making purchases or payments (temporarily or over an extended period).
These events also could impair the ability of third parties to provide critical services to us. All of these adverse
effects of catastrophic events could result in a decrease in the use of our solution and payments to us, which could
have a material adverse effect on our business.
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In addition, the implementation of technology changes and upgrades to maintain current and integrate new
systems may cause service interruptions, transaction processing errors or system conversion delays and may cause
us to fail to comply with applicable laws, all of which could have a material adverse effect on our business. We
expect that new technologies and business processes applicable to the consumer financial services industry will
continue to emerge and that these new technologies and business processes may be better than those we currently
use. There is no assurance that we will be able to successfully adopt new technology as critical systems and
applications become obsolete and better ones become available. A failure to maintain and/or improve current
technology and business processes could cause disruptions in our operations or cause our solution to be less
competitive, all of which could have a material adverse effect on our business.
If the credit decisioning and scoring models we use contain errors or are otherwise ineffective, our reputation
and relationships with our Bank Partners, our merchants and consumers could be harmed.
Our ability to attract consumers to the GreenSky program, and to build trust in the consumer loan products
offered through the GreenSky program, is significantly dependent on our ability to effectively evaluate a
consumer’s credit profile and likelihood of default in accordance with our Bank Partners’ underwriting policies. To
conduct this evaluation, we use proprietary credit decisioning and scoring models. If any of the credit decisioning
and scoring models we use contains programming or other errors, is ineffective or the data provided by consumers
or third parties is incorrect or stale, or if we are unable to obtain accurate data from consumers or third parties (such
as credit reporting agencies), our loan pricing and approval process could be negatively affected, resulting in
mispriced or misclassified loans or incorrect approvals or denials of loans and possibly our having to repurchase the
loan. This could damage our reputation and relationships with consumers, our Bank Partners and our merchants,
which could have a material adverse effect on our business.
We depend on the accuracy and completeness of information about customers of our merchants, and any
misrepresented information could adversely affect our business.
In evaluating loan applicants, we rely on information furnished to us by or on behalf of customers of our
merchants, including credit, identification, employment and other relevant information. Some of the information
regarding customers provided to us is used in our proprietary credit decisioning and scoring models, which we use
to determine whether an application meets the applicable underwriting criteria. We rely on the accuracy and
completeness of that information.
Not all customer information is independently verified. As a result, we rely on the accuracy and
completeness of the information we are provided by consumers. If any of the information that is considered in the
loan review process is inaccurate, whether intentional or not, and such inaccuracy is not detected prior to loan
funding, the loan may have a greater risk of default than expected. Additionally, there is a risk that, following the
date of the credit report that we obtain and review, a customer may have defaulted on, or become delinquent in the
payment of, a pre-existing debt obligation, taken on additional debt, lost his or her job or other sources of income,
or experienced other adverse financial events. Where an inaccuracy constitutes fraud or otherwise causes us to
incorrectly conclude that a loan meets the applicable underwriting criteria, we generally bear the risk of loss
associated with the inaccuracy. Any significant increase in inaccuracies or resulting increases in losses would
adversely affect our business.
We rely extensively on models in managing many aspects of our business. Any inaccuracies or errors in our
models could have an adverse effect on our business.
In assisting our Bank Partners and merchants with the design of the products that are offered on our
platform, we make assumptions about various matters, including repayment timing and default rates, and then
utilize our proprietary modeling to analyze and forecast the performance and profitability of the products. Our
assumptions may be inaccurate and our models may not be as predictive as expected for many reasons, including
that they often involve matters that are inherently difficult to predict and beyond our control (e.g., macroeconomic
conditions) and that they often involve complex interactions between a number of dependent and independent
variables and factors. Any significant inaccuracies or errors in our assumptions could negatively impact the
profitability of the products that are offered on our platform, as well as the profitability of our business, and could
result in our underestimating potential FCRs.
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If assumptions or estimates we use in preparing our financial statements are incorrect or are required to change,
our reported results of operations and financial condition may be adversely affected.
We are required to make various assumptions and estimates in preparing our financial statements under
GAAP, including for purposes of determining FCRs, share-based compensation, asset impairment, reserves related
to litigation and other legal matters, and other regulatory exposures and the amounts recorded for certain contractual
payments to be paid to, or received from, our merchants and others under contractual arrangements. In addition,
significant assumptions and estimates are involved in determining certain disclosures required under GAAP,
including those involving fair value measurements. If the assumptions or estimates underlying our financial
statements are incorrect, the actual amounts realized on transactions and balances subject to those estimates will be
different, which could have a material adverse effect on our business.
The consumer finance and payments industry is highly competitive and is likely to become more competitive, and
our inability to compete successfully or maintain or improve our market share and margins could adversely
affect our business.
Our success depends on our ability to generate usage of the GreenSky program. The consumer financial
services industry is highly competitive and increasingly dynamic as emerging technologies continue to enter the
marketplace. Technological advances and heightened e-commerce activities have increased consumers’ accessibility
to products and services, which has intensified the desirability of offering loans to consumers through digital-based
solutions. In addition, because many of our competitors are large financial institutions that own the loans that they
originate, they have certain revenue opportunities not available to us. We face competition in areas such as
compliance capabilities, financing terms, promotional offerings, fees, approval rates, speed and simplicity of loan
origination, ease-of-use, marketing expertise, service levels, products and services, technological capabilities and
integration, customer service, brand and reputation. Many of our competitors are substantially larger than we are,
which may give those competitors advantages we do not have, such as a more diversified product and customer
base, the ability to reach more customers and potential customers, operational efficiencies, more versatile
technology platforms, broad-based local distribution capabilities, and lower-cost funding. Commercial banks and
savings institutions also may have significantly greater access to consumers given their deposit-taking and other
services. In addition, because many of our competitors are large financial institutions that own the loans that they
originate, they also have certain revenue opportunities not available to us.
Our existing and potential competitors may decide to modify their pricing and business models to compete
more directly with our model. Any reduction in usage of the GreenSky program, or a reduction in the lifetime
profitability of loans under the GreenSky program in an effort to attract or retain business, could reduce our
revenues and earnings. If we are unable to compete effectively for merchants and customer usage, our business
could be materially adversely affected.
Our revenue is impacted, to a significant extent, by the general economy and the financial performance of our
merchants.
Our business, the consumer financial services industry and our merchants’ businesses are sensitive to
macroeconomic conditions. Economic factors such as interest rates, changes in monetary and related policies,
market volatility, consumer confidence and unemployment rates are among the most significant factors that impact
consumer spending behavior. Weak economic conditions or a significant deterioration in economic conditions
reduce the amount of disposable income consumers have, which in turn reduces consumer spending and the
willingness of qualified borrowers to take out loans. Such conditions are also likely to affect the ability and
willingness of borrowers to pay amounts owed to our Bank Partners, each of which would have a material adverse
effect on our business.
The generation of new loans through the GreenSky program, and the transaction fees and other fee income
to us associated with such loans, is dependent upon sales of products and services by our merchants. Our merchants’
sales may decrease or fail to increase as a result of factors outside of their control, such as the macroeconomic
conditions referenced above, or business conditions affecting a particular merchant, industry vertical or region.
Weak economic conditions also could extend the length of our merchants’ sales cycle and cause customers to delay
making (or not make) purchases of our merchants’ products and services. The decline of sales by our merchants for
any reason will generally result in lower credit sales and, therefore, lower loan volume and associated fee income
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for us. This risk is particularly acute with respect to our largest merchants that account for a significant amount of
our platform revenue.
In addition, if a merchant closes some or all of its locations or becomes subject to a voluntary or
involuntary bankruptcy proceeding (or if there is a perception that it may become subject to a bankruptcy
proceeding), GreenSky program borrowers may have less incentive to pay their outstanding balances to our Bank
Partners, which could result in higher charge-off rates than anticipated. Moreover, if the financial condition of a
merchant deteriorates significantly or a merchant becomes subject to a bankruptcy proceeding, we may not be able
to recover amounts due to us from the merchant.
Because our business is heavily concentrated on consumer lending and payments in the U.S. home improvement
industry, our results are more susceptible to fluctuations in that market than the results of a more diversified
company would be.
Even though we recently expanded into the elective healthcare industry vertical and may continue
expanding our services into other industry verticals, our business currently is heavily concentrated on consumer
lending in the home improvement industry. As a result, we are more susceptible to fluctuations and risks particular
to U.S. consumer credit, real estate and home improvements than a more diversified company would be as well as
to factors that may drive the demand for home improvements, such as sales levels of existing homes and the aging
of housing stock. We also are more susceptible to the risks of increased regulations and legal and other regulatory
actions that are targeted at consumer credit, the specific consumer credit products that our Bank Partners offer
(including promotional financing), real estate and home improvements. Our business concentration could have an
adverse effect on our business.
We are, and intend in the future to continue, expanding into new industry verticals, including elective
healthcare, and our failure to comply with applicable regulations, or accurately predict demand or growth, in
those new industries could have an adverse effect on our business.
We recently expanded into the elective healthcare industry vertical, which involves consumer financing for
elective medical procedures and products. Elective healthcare providers include doctors’ and dentists’ offices,
outpatient surgery centers and clinics providing orthodontics, cosmetic and aesthetic dentistry, vision correction,
bariatric surgery, cosmetic surgery, hair replacement, reproductive medicine, veterinary medicine and hearing aid
devices. We make no assurance that we will achieve similar levels of success, if any, in this industry vertical, or that
we will not face unanticipated challenges in our ability to offer our program in this industry vertical. In addition, the
elective healthcare industry vertical is highly regulated and we, our merchants and our Bank Partners, as applicable,
will be subject to significant additional regulatory requirements, including various healthcare and privacy laws. We
have limited experience in managing these risks and the compliance requirements attendant to these additional
regulatory requirements. See “-Risks Related to Our Regulatory Environment-The increased scrutiny of third-party
medical financing by governmental agencies may lead to increased regulatory burdens and adversely affect our
consolidated revenue or results of operations.” The costs of compliance and any failure by us, our merchants or our
Bank Partners, as applicable, to comply with such regulatory requirements could have a material adverse effect on
our business.
We may in the future further expand into other industry verticals. There is no assurance that we will be able
to successfully develop consumer financing products and services for these new industries. Our investment of
resources to develop consumer financing products and services for the new industries we enter may either be
insufficient or result in expenses that are excessive in light of loans actually originated by our Bank Partners in
those industries. Additionally, industry participants, including our merchants, their customers and our Bank
Partners, may not be receptive to our solution in these new industries. The borrower profile of consumers in new
verticals may not be as attractive, in terms of average FICO scores or other attributes, as in our current verticals,
which may lead to higher levels of delinquencies or defaults than we have historically experienced. Industries
change rapidly, and we make no assurance that we will be able to accurately forecast demand (or the lack thereof)
for our solution or that those industries will grow. Failure to predict demand or growth accurately in new industries
could have a materially adverse impact on our business.
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Our business would suffer if we fail to attract and retain highly skilled employees.
Our future success will depend on our ability to identify, hire, develop, motivate and retain highly qualified
personnel for all areas of our organization, particularly information technology and sales. Trained and experienced
personnel are in high demand and may be in short supply. Many of the companies with which we compete for
experienced employees have greater resources than we do and may be able to offer more attractive terms of
employment. In addition, we invest significant time and expense in training our employees, which increases their
value to competitors that may seek to recruit them. We may not be able to attract, develop and maintain the skilled
workforce necessary to operate our business, and labor expenses may increase as a result of a shortage in the supply
of qualified personnel.
The Amended Credit Agreement that governs our term loan and revolving loan facility contains various
covenants that could limit our ability to engage in activities that may be in our best long-term interests.
We have a term loan and revolving loan facility that we may draw on to finance our operations and for
other corporate purposes. The Amended Credit Agreement contains operating covenants, including customary
limitations on the incurrence of certain indebtedness and liens, restrictions on certain intercompany transactions and
limitations on dividends and stock repurchases. Our ability to comply with these covenants may be affected by
events beyond our control, and breaches of these covenants could result in a default under the Amended Credit
Agreement and any future financial agreements into which we may enter. If we default on our credit obligations,
our lenders may require repayment of any outstanding debt and terminate the Amended Credit Agreement.
If any of these events occurs, our ability to fund our operations could be seriously harmed. If not waived,
defaults could cause any outstanding indebtedness under our Amended Credit Agreement and any future financing
agreements that we may enter into to become immediately due and payable.
For more information on our term loan and revolving loan facility, see Part II, Item 7 “Management’s
Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources-Term
loan and revolving loan facility” and Note 7 to the Consolidated Financial Statements included in Part II, Item 8.
We may be unable to sufficiently protect our proprietary rights and may encounter disputes from time to time
relating to our use of the intellectual property of third parties.
We rely on a combination of trademarks, service marks, copyrights, trade secrets, domain names and
agreements with employees and third parties to protect our proprietary rights. In 2014, we submitted a patent
application relating to our mobile application process and credit decisioning model, which application is currently
pending. There is no assurance that our patent application will be granted. We have trademark and service mark
registrations and pending applications for additional registrations in the United States. We also own the domain
name rights for greensky.com, as well as other words and phrases important to our business. Nonetheless, third
parties may challenge, invalidate or circumvent our intellectual property, and our intellectual property may not be
sufficient to provide us with a competitive advantage.
Despite our efforts to protect these rights, unauthorized third parties may attempt to duplicate or copy the
proprietary aspects of our technology and processes. Our competitors and other third parties independently may
design around or develop similar technology or otherwise duplicate our services or products such that we could not
assert our intellectual property rights against them. In addition, our contractual arrangements may not effectively
prevent disclosure of our intellectual property and confidential and proprietary information or provide an adequate
remedy in the event of an unauthorized disclosure. Measures in place may not prevent misappropriation or
infringement of our intellectual property or proprietary information and the resulting loss of competitive advantage,
and we may be required to litigate to protect our intellectual property and proprietary information from
misappropriation or infringement by others, which is expensive, could cause a diversion of resources and may not
be successful.
We also may encounter disputes from time to time concerning intellectual property rights of others, and we
may not prevail in these disputes. Third parties may raise claims against us alleging that we, or consultants or other
third parties retained or indemnified by us, infringe on their intellectual property rights. Some third-party
intellectual property rights may be extremely broad, and it may not be possible for us to conduct our operations in
such a way as to avoid all alleged violations of such intellectual property rights. Given the complex, rapidly
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changing and competitive technological and business environment in which we operate, and the potential risks and
uncertainties of intellectual property-related litigation, an assertion of an infringement claim against us may cause
us to spend significant amounts to defend the claim, even if we ultimately prevail, pay significant money damages,
lose significant revenues, be prohibited from using the relevant systems, processes, technologies or other
intellectual property (temporarily or permanently), cease offering certain products or services, or incur significant
license, royalty or technology development expenses.
Moreover, it has become common in recent years for individuals and groups to purchase intellectual
property assets for the sole purpose of making claims of infringement and attempting to extract settlements from
companies such as ours. Even in instances where we believe that claims and allegations of intellectual property
infringement against us are without merit, defending against such claims is time consuming and expensive and
could result in the diversion of time and attention of our management and employees. In addition, although in some
cases a third party may have agreed to indemnify us for such costs, such indemnifying party may refuse or be
unable to uphold its contractual obligations. In other cases, our insurance may not cover potential claims of this type
adequately or at all, and we may be required to pay monetary damages, which may be significant.
Our risk management processes and procedures may not be effective.
Our risk management processes and procedures seek to appropriately balance risk and return and mitigate
our risks. We have established processes and procedures intended to identify, measure, monitor and control the
types of risk to which we and our Bank Partners are subject, including credit risk, market risk, liquidity risk,
strategic risk and operational risk. Credit risk is the risk of loss that arises when an obligor fails to meet the terms of
an obligation. While our exposure to the direct economic cost of consumer credit risk is limited because, with the
exception of R&D Receivables and other loans for which we purchase the receivables, we do not hold the loans or
the receivables underlying the loans that our Bank Partners originate, we are exposed to consumer credit risk in the
form of both our FCR liability and our limited escrow requirement, as well as our ability to maintain relationships
with our existing Bank Partners and recruit new bank partners. Market risk is the risk of loss due to changes in
external market factors such as interest rates. Liquidity risk is the risk that financial condition or overall safety and
soundness are adversely affected by an inability, or perceived inability, to meet obligations and support business
growth. Strategic risk is the risk from changes in the business environment, improper implementation of decisions
or inadequate responsiveness to changes in the business environment. Operational risk is the risk of loss arising
from inadequate or failed processes, people or systems, external events (e.g., natural disasters), compliance,
reputational or legal matters and includes those risks as they relate directly to us as well as to third parties with
whom we contract or otherwise do business.
Management of our risks depends, in part, upon the use of analytical and forecasting models. If these
models are ineffective at predicting future losses or are otherwise inadequate, we may incur unexpected losses or
otherwise be adversely affected. In addition, the information we use in managing our credit and other risks may be
inaccurate or incomplete as a result of error or fraud, both of which may be difficult to detect and avoid. There also
may be risks that exist, or that develop in the future, that we have not appropriately anticipated, identified or
mitigated, including when processes are changed or new products and services are introduced. If our risk
management framework does not effectively identify and control our risks, we could suffer unexpected losses or be
adversely affected, which could have a material adverse effect on our business.
Some aspects of our platform include open source software, and any failure to comply with the terms of one or
more of these open source licenses could negatively affect our business.
Aspects of our platform include software covered by open source licenses. The terms of various open
source licenses have not been interpreted by United States courts, and there is a risk that such licenses could be
construed in a manner that imposes unanticipated conditions or restrictions on our platform. If portions of our
proprietary software are determined to be subject to an open source license, we could be required to publicly release
the affected portions of our source code, re-engineer all or a portion of our technologies or otherwise be limited in
the licensing of our technologies, each of which could reduce or eliminate the value of our technologies and loan
products. In addition to risks related to license requirements, usage of open source software can lead to greater risks
than use of third-party commercial software because open source licensors generally do not provide warranties or
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controls on the origin of the software. Many of the risks associated with the use of open source software cannot be
eliminated and could adversely affect our business.
To the extent that we seek to grow through future acquisitions, or other strategic investments or alliances, we
may not be able to do so effectively.
We may in the future seek to grow our business by exploring potential acquisitions or other strategic
investments or alliances. We may not be successful in identifying businesses or opportunities that meet our
acquisition or expansion criteria. In addition, even if a potential acquisition target or other strategic investment is
identified, we may not be successful in completing such acquisition or integrating such new business or other
investment. We may face significant competition for acquisition and other strategic investment opportunities from
other well-capitalized companies, many of which have greater financial resources and greater access to debt and
equity capital to secure and complete acquisitions or other strategic investments, than we do. As a result of such
competition, we may be unable to acquire certain assets or businesses, or take advantage of other strategic
investment opportunities that we deem attractive; the purchase price for a given strategic opportunity may be
significantly elevated; or certain other terms or circumstances may be substantially more onerous. Any delay or
failure on our part to identify, negotiate, finance on favorable terms, consummate and integrate any such
acquisition, or other strategic investment, opportunity could impede our growth.
We may not be able to manage our expanding operations effectively or continue to grow, and any failure to
do so could adversely affect our ability to generate revenue and control our expenses. Furthermore, we may be
responsible for any legacy liabilities of businesses we acquire or be subject to additional liability in connection with
other strategic investments. The existence or amount of these liabilities may not be known at the time of acquisition,
or other strategic investment, and may have a material adverse effect on our business.
The effect of comprehensive U.S. tax reform legislation or challenges to our tax positions could adversely affect
our business.
We operate in multiple jurisdictions and are subject to tax laws and regulations of the United States federal,
state and local governments. United States federal, state and local tax laws and regulations are complex and subject
to varying interpretations. There is no assurance that our tax positions will not be successfully challenged by
relevant tax authorities.
In addition, on December 22, 2017, President Trump signed into law the Tax Cuts and Jobs Act (H.R. 1)
(the “Tax Act”). Among a number of significant changes to the U.S. federal income tax rules, the Tax Act reduces
the marginal U.S. corporate income tax rate from 35% to 21%, limits the deduction for net interest expense, and
shifts the United States toward a more territorial tax system. While our analysis of the Tax Act’s impact on our cash
tax liability and financial condition has not identified any overall material adverse effect, we are still evaluating the
effects of the Tax Act on us and there are a number of uncertainties and ambiguities as to the interpretation and
application of many of the provisions in the Tax Act. In the absence of guidance on these issues, we will use what
we believe are reasonable interpretations and assumptions in interpreting and applying the Tax Act for purposes of
determining our cash tax liabilities and results of operations, which may change as we receive additional
clarification and implementation guidance and as the interpretation of the Tax Act evolves over time. It is possible
that the Internal Revenue Service (“IRS”) could issue subsequent guidance or take positions on audit that differ
from the interpretations and assumptions that we previously made, which could have a material adverse effect on
our cash tax liabilities, results of operations and financial condition, or an indirect effect on our business through its
impact on our Bank Partners, merchants and consumers. You are urged to consult your tax adviser regarding the
implications of the Tax Act.
Future changes in financial accounting standards may significantly change our reported results of operations.
GAAP is subject to standard setting or interpretation by the FASB, the Public Company Accounting
Oversight Board, the SEC and various bodies formed to promulgate and interpret appropriate accounting principles.
A change in these principles or interpretations could have a significant effect on our reported financial results and
could affect the reporting of transactions completed before the announcement of a change.
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Additionally, our assumptions, estimates and judgments related to complex accounting matters could
significantly affect our financial results. GAAP and related accounting pronouncements, implementation guidelines
and interpretations with regard to a wide range of matters that are relevant to our business, including revenue
recognition, FCRs, and share-based compensation are highly complex and involve subjective assumptions,
estimates and judgments by us. Changes in these rules or their interpretation or changes in underlying assumptions,
estimates or judgments by us (i) could require us to make changes to our accounting systems that could increase our
operating costs and (ii) could significantly change our reported or expected financial performance.
Risks Related to Our Regulatory Environment
We are subject to federal and state consumer protection laws.
In connection with our administration of the GreenSky program, we must comply with various regulatory
regimes, including those applicable to consumer credit transactions, various aspects of which are untested as
applied to our business model. The laws to which we are or may be subject include:
•
•
state laws and regulations that impose requirements related to loan disclosures and terms, credit
discrimination, credit reporting, money transmission, debt servicing and collection and unfair or
deceptive business practices;
the Truth-in-Lending Act and Regulation Z promulgated thereunder, and similar state laws, which
require certain disclosures to borrowers regarding the terms and conditions of their loans and credit
transactions;
• Section 5 of the Federal Trade Commission Act, which prohibits unfair and deceptive acts or practices
in or affecting commerce, and Section 1031 of the Dodd-Frank Act, which prohibits unfair, deceptive or
abusive acts or practices (“UDAAP”) in connection with any consumer financial product or service;
•
•
•
•
•
•
•
the ECOA and Regulation B promulgated thereunder, which prohibit creditors from discriminating
against credit applicants on the basis of race, color, sex, age, religion, national origin, marital status, the
fact that all or part of the applicant’s income derives from any public assistance program or the fact that
the applicant has in good faith exercised any right under the Federal Consumer Credit Protection Act or
any applicable state law;
the Fair Credit Reporting Act (the “FCRA”), as amended by the Fair and Accurate Credit Transactions
Act, which promotes the accuracy, fairness and privacy of information in the files of consumer
reporting agencies;
the Fair Debt Collection Practices Act, the Telephone Consumer Protection Act, as well as state debt
collection laws, all of which provide guidelines and limitations concerning the conduct of third-party
debt collectors in connection with the collection of consumer debts;
the Gramm-Leach-Bliley Act (the “GLBA”), which includes limitations on disclosure of nonpublic
personal information by financial institutions about a consumer to nonaffiliated third parties, in certain
circumstances requires financial institutions to limit the use and further disclosure of nonpublic
personal information by nonaffiliated third parties to whom they disclose such information and requires
financial institutions to disclose certain privacy policies and practices with respect to information
sharing with affiliated and nonaffiliated entities as well as to safeguard personal customer information,
and other privacy laws and regulations;
the Bankruptcy Code, which limits the extent to which creditors may seek to enforce debts against
parties who have filed for bankruptcy protection;
the Servicemembers Civil Relief Act (the “SCRA”), which allows active duty military members to
suspend or postpone certain civil obligations so that the military member can devote his or her full
attention to military duties;
the Electronic Fund Transfer Act and Regulation E promulgated thereunder, which provide disclosure
requirements, guidelines and restrictions on the electronic transfer of funds from consumers’ bank
accounts;
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•
•
the Electronic Signatures in Global and National Commerce Act and similar state laws, particularly the
Uniform Electronic Transactions Act, which authorize the creation of legally binding and enforceable
agreements utilizing electronic records and signatures; and
the Bank Secrecy Act, which relates to compliance with anti-money laundering, customer due diligence
and record-keeping policies and procedures.
While we have developed policies and procedures designed to assist in compliance with these laws and
regulations, no assurance is given that our compliance policies and procedures will be effective. Failure to comply
with these laws and with regulatory requirements applicable to our business could subject us to damages, revocation
of licenses, class action lawsuits, administrative enforcement actions, and civil and criminal liability, which may
harm our business.
Our industry is highly regulated and is undergoing regulatory transformation, which has created inherent
uncertainty. Changing federal, state and local laws, as well as changing regulatory enforcement policies and
priorities, may negatively impact our business.
In connection with our administration of the GreenSky program, we are subject to extensive regulation,
supervision and examination under United States federal and state laws and regulations. We are required to comply
with numerous federal, state and local laws and regulations that regulate, among other things, the manner in which
we administer the GreenSky program, the terms of the loans that our Bank Partners originate and the fees that we
may charge. A material or continued failure to comply with any of these laws or regulations could subject us to
lawsuits or governmental actions and/or damage our reputation, which could materially adversely affect our
business. Regulators, including the CFPB, have broad discretion with respect to the interpretation, implementation
and enforcement of these laws and regulations, including through enforcement actions that could subject us to civil
money penalties, customer remediations, increased compliance costs, and limits or prohibitions on our ability to
offer certain products and services or to engage in certain activities. In addition, to the extent that we undertake
actions requiring regulatory approval or non-objection, regulators may make their approval or non-objection subject
to conditions or restrictions that could have a material adverse effect on our business. Moreover, some of our
competitors are subject to different, and in some cases less restrictive, legislative and regulatory regimes, which
may have the effect of providing them with a competitive advantage over us.
Additionally, federal, state and local governments and regulatory agencies have proposed or enacted
numerous new laws, regulations and rules related to personal loans. Federal and state regulators also are enforcing
existing laws, regulations and rules more aggressively and enhancing their supervisory expectations regarding the
management of legal and regulatory compliance risks. Consumer finance regulation is constantly changing, and
new laws or regulations, or new interpretations of existing laws or regulations, could have a materially adverse
impact on our ability to operate as we currently intend.
These regulatory changes and uncertainties make our business planning more difficult and could result in
changes to our business model and potentially adversely impact our results of operations. New laws or regulations
also require us to incur significant expenses to ensure compliance. As compared to our competitors, we could be
subject to more stringent state or local regulations or could incur marginally greater compliance costs as a result of
regulatory changes. In addition, our failure to comply (or to ensure that our agents and third-party service providers
comply) with these laws or regulations may result in costly litigation or enforcement actions, the penalties for which
could include: revocation of licenses; fines and other monetary penalties; civil and criminal liability; substantially
reduced payments by borrowers; modification of the original terms of loans, permanent forgiveness of debt, or
inability to, directly or indirectly, collect all or a part of the principal of or interest on loans; and increased purchases
of receivables underlying loans originated by our Bank Partners and indemnification claims.
Proposals to change the statutes affecting financial services companies are frequently introduced in
Congress and state legislatures that, if enacted, may affect our operating environment in substantial and
unpredictable ways. In addition, numerous federal and state regulators have the authority to promulgate or change
regulations that could have a similar effect on our operating environment. We cannot determine with any degree of
certainty whether any such legislative or regulatory proposals will be enacted and, if enacted, the ultimate impact
that any such potential legislation or implementing regulations, or any such potential regulatory actions by federal
or state regulators, would have upon our business.
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With respect to state regulation, although we seek to comply with applicable state loan, loan broker, loan
originator, servicing, debt collection, money transmitter and similar statutes in all U.S. jurisdictions, and with
licensing and other requirements that we believe may be applicable to us, if we are found to not have complied with
applicable laws, we could lose one or more of our licenses or authorizations or face other sanctions or penalties or
be required to obtain a license in one or more such jurisdictions, which may have an adverse effect on our ability to
make the GreenSky program available to borrowers in particular states and, thus, adversely impact our business.
We also are subject to potential enforcement and other actions that may be brought by state attorneys
general or other state enforcement authorities and other governmental agencies. Any such actions could subject us
to civil money penalties and fines, customer remediations and increased compliance costs, as well as damage our
reputation and brand and limit or prohibit our ability to offer certain products and services or engage in certain
business practices.
New laws, regulations, policy or changes in enforcement of existing laws or regulations applicable to our
business, or our reexamination of our current practices, could adversely impact our profitability, limit our ability to
continue existing or pursue new business activities, require us to change certain of our business practices or alter
our relationships with GreenSky program customers, affect retention of our key personnel, or expose us to
additional costs (including increased compliance costs and/or customer remediation). These changes also may
require us to invest significant resources, and devote significant management attention, to make any necessary
changes and could adversely affect our business.
The highly regulated environment in which our Bank Partners operate could have an adverse effect on our
business.
Our Bank Partners are subject to federal and state supervision and regulation. Federal regulation of the
banking industry, along with tax and accounting laws, regulations, rules and standards, may limit their operations
significantly and control the methods by which they conduct business. In addition, compliance with laws and
regulations can be difficult and costly, and changes to laws and regulations can impose additional compliance
requirements. For example, the Dodd-Frank Act imposes significant regulatory and compliance changes on
financial institutions. Regulatory requirements affect our Bank Partners’ lending practices and investment practices,
among other aspects of their businesses, and restrict transactions between us and our Bank Partners. These
requirements may constrain the operations of our Bank Partners, and the adoption of new laws and changes to, or
repeal of, existing laws may have a further impact on our business.
In choosing whether and how to conduct business with us, current and prospective Bank Partners can be
expected to take into account the legal, regulatory and supervisory regime that applies to them, including potential
changes in the application or interpretation of regulatory standards, licensing requirements or supervisory
expectations. Regulators may elect to alter standards or the interpretation of the standards used to measure
regulatory compliance or to determine the adequacy of liquidity, certain risk management or other operational
practices for financial services companies in a manner that impacts our Bank Partners. Furthermore, the regulatory
agencies have extremely broad discretion in their interpretation of the regulations and laws and their interpretation
of the quality of our Bank Partners’ loan portfolios and other assets. If any regulatory agency’s assessment of the
quality of our Bank Partners’ assets, operations, lending practices, investment practices or other aspects of their
business changes, it may materially reduce our Bank Partners’ earnings, capital ratios and share price in such a way
that affects our business.
Bank holding companies and financial institutions are extensively regulated and currently face an uncertain
regulatory environment. Applicable state and federal laws, regulations, interpretations, including licensing laws and
regulations, enforcement policies and accounting principles have been subject to significant changes in recent years,
and may be subject to significant future changes. We cannot predict with any degree of certainty the substance or
effect of pending or future legislation or regulation or the application of laws and regulations to our Bank Partners.
Future changes may have a material adverse effect on our Bank Partners and, therefore, on us.
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We are subject to regulatory examinations and investigations and may incur fines, penalties and increased costs
that could negatively impact our business.
Federal and state agencies have broad enforcement powers over us, including powers to investigate our
business practices and broad discretion to deem particular practices unfair, deceptive, abusive or otherwise not in
accordance with the law. The continued focus of regulators on the consumer financial services industry has resulted,
and could continue to result, in new enforcement actions that could, directly or indirectly, affect the manner in
which we conduct our business and increase the costs of defending and settling any such matters, which could
negatively impact our business. In some cases, regardless of fault, it may be less time-consuming or costly to settle
these matters, which may require us to implement certain changes to our business practices, provide remediation to
certain individuals or make a settlement payment to a given party or regulatory body. We have in the past chosen to
settle certain matters in order to avoid the time and expense of contesting them. There is no assurance that any
future settlements will not have a material adverse effect on our business.
In addition, the laws and regulations applicable to us are subject to administrative or judicial interpretation.
Some of these laws and regulations have been enacted only recently and may not yet have been interpreted or may
be interpreted infrequently. As a result of infrequent or sparse interpretations, ambiguities in these laws and
regulations may create uncertainty with respect to what type of conduct is permitted or restricted under such laws
and regulations. Any ambiguity under a law or regulation to which we are subject may lead to regulatory
investigations, governmental enforcement actions and private causes of action, such as class action lawsuits, with
respect to our compliance with such laws or regulations.
The CFPB is a relatively new agency, and there continues to be uncertainty as to how its actions will impact our
business; the agency’s actions have had, and may continue to have, an adverse impact on our business.
The CFPB has broad authority over the businesses in which we engage. The CFPB is authorized to prevent
“unfair, deceptive or abusive acts or practices” through its regulatory, supervisory and enforcement authority and to
remediate violations of numerous consumer protection laws in a variety of ways, including collecting civil money
penalties and fines and providing for customer restitution. The CFPB is charged, in part, with enforcing certain
federal laws involving consumer financial products and services and is empowered with examination, enforcement
and rulemaking authority. The CFPB has taken an active role in regulating lending markets. For example, the CFPB
sends examiners to banks and other financial institutions that service and/or originate consumer loans to determine
compliance with applicable federal consumer financial laws and to assess whether consumers’ interests are
protected. In addition, the CFPB maintains an online complaint system that allows consumers to log complaints
with respect to various consumer finance products, including those included in the GreenSky program.
There continues to be uncertainty as to how the CFPB’s strategies and priorities will impact our business
and our results of operations going forward. Actions by the CFPB could result in requirements to alter or cease
offering affected products and services, making them less attractive or restricting our ability to offer them. Although
we have committed significant resources to enhancing our compliance programs, changes by the CFPB in
regulatory expectations, interpretations or practices could increase the risk of additional enforcement actions, fines
and penalties.
In March 2015, the CFPB issued a report scrutinizing pre-dispute arbitration clauses and, in May 2016, it
published a proposed rule that would substantially curtail our ability to enter into voluntary pre-dispute arbitration
clauses with consumers. In July 2017, the CFPB issued a final rule banning bars on class action arbitration (but not
arbitration generally). Pre-dispute arbitration clauses currently are contained in all of the loan agreements processed
through the GreenSky program. The new rule was subsequently challenged in Congress and, on November 1, 2017,
President Trump approved a resolution repealing the rule. In the future, if a similar rule were to become effective,
we expect that our exposure to class action arbitration would increase significantly, which could have a material
adverse effect on our business.
On January 16, 2018, a CFPB rule commonly referred to as the “Payday Loan Rule” became effective.
Most of the substantive provisions of the rule require compliance by August 19, 2019. Resolutions are pending in
Congress to cancel the rule through the Congressional Review Act. While the rule does not appear to be targeted at
businesses like ours, some of its provisions are broad and potentially could be triggered by the promotional loans
that our Bank Partners extend that require increases in payments at specified points in time. We are continuing to
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review the implications of the rule. We currently believe that the promotional loan products can be structured in a
manner that does not implicate the rule in any meaningful respect, but we have not yet finalized any plans for
responding to the rule.
Future actions by the CFPB (or other regulators) against us or our competitors that discourage the use of
our or their services could result in reputational harm and adversely affect our business. If the CFPB changes
regulations that were adopted in the past by other regulators and transferred to the CFPB by the Dodd-Frank Act, or
modifies through supervision or enforcement past regulatory guidance or interprets existing regulations in a
different or stricter manner than they have been interpreted in the past by us, the industry or other regulators, our
compliance costs and litigation exposure could increase materially. If future regulatory or legislative restrictions or
prohibitions are imposed that affect our ability to offer promotional financing for certain of our products or that
require us to make significant changes to our business practices, and if we are unable to develop compliant
alternatives with acceptable returns, these restrictions or prohibitions could have a material adverse effect on our
business.
The Dodd-Frank Act generally permits state officials to enforce regulations issued by the CFPB and to
enforce its general prohibition against unfair, deceptive or abusive practices. This could make it more difficult than
in the past for federal financial regulators to declare state laws that differ from federal standards to be preempted. To
the extent that states enact requirements that differ from federal standards or state officials and courts adopt
interpretations of federal consumer laws that differ from those adopted by the CFPB, we may be required to alter or
cease offering products or services in some jurisdictions, which would increase compliance costs and reduce our
ability to offer the same products and services to consumers nationwide, and we may be subject to a higher risk of
state enforcement actions.
The contours of the Dodd-Frank UDAAP standard are still uncertain and there is a risk that certain features of
the GreenSky program loans could be deemed to violate the UDAAP standard.
The Dodd-Frank Act prohibits unfair, deceptive or abusive acts or practices and authorizes the CFPB to
enforce that prohibition. The CFPB has filed a large number of UDAAP enforcement actions against consumer
lenders for practices that do not appear to violate other consumer finance statutes. There is a risk that the CFPB
could determine that certain features of the GreenSky program loans are unfair, deceptive or abusive. The CFPB has
filed actions alleging that deferred interest programs can be unfair, deceptive or abusive if lenders do not adequately
disclose the terms of the deferred interest loans.
On June 2, 2016, the CFPB issued proposed rules that would impose numerous restrictions on certain
“high-cost installment loans.” It is not clear if or when the CFPB will publish the final version of these rules, or
what their content will be. Among other things, the proposed rules would impose various obligations to determine a
consumer’s ability to repay a consumer loan. It is possible that the final rules, if enacted, could impact the
GreenSky program. It is also possible that, depending on the form of the final rules, changes would be necessary to
the GreenSky program, which changes could have a material adverse effect on the revenue that we derive from
certain loans made by our Bank Partners, including transaction fee revenue, in particular.
Our use of third-party vendors and our other ongoing third-party business relationships are subject to increasing
regulatory requirements and attention.
We regularly use third-party vendors and subcontractors as part of our business. We also depend on our
substantial ongoing business relationships with our Bank Partners, merchants and other third parties. These types of
third-party relationships, particularly with our Bank Partners, are subject to increasingly demanding regulatory
requirements and oversight by federal bank regulators (such as the Federal Reserve Board, the Office of the
Comptroller of the Currency and the Federal Deposit Insurance Corporation) and the CFPB. The CFPB has
enforcement authority with respect to the conduct of third parties that provide services to financial institutions. The
CFPB has made it clear that it expects non-bank entities to maintain an effective process for managing risks
associated with third-party vendor relationships, including compliance-related risks. In connection with this vendor
risk management process, we are expected to perform due diligence reviews of potential vendors, review their
policies and procedures and internal training materials to confirm compliance-related focus, include enforceable
consequences in contracts with vendors regarding failure to comply with consumer protection requirements, and
take prompt action, including terminating the relationship, in the event that vendors fail to meet our expectations.
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In certain cases, we may be required to renegotiate our agreements with our vendors and/or our
subcontractors to meet these enhanced requirements, which could increase the costs of operating our business. It is
expected that regulators will hold us responsible for deficiencies in our oversight and control of third-party
relationships and in the performance of the parties with which we have these relationships. As a result, if our
regulators conclude that we have not exercised adequate oversight and control over third-party vendors and
subcontractors or other ongoing third-party business relationships or that such third parties have not performed
appropriately, we could be subject to enforcement actions, including civil money penalties or other administrative
or judicial penalties or fines, as well as requirements for customer remediation.
Regulations relating to privacy, information security and data protection could increase our costs, affect or limit
how we collect and use personal information and adversely affect our business opportunities.
We are subject to various privacy, information security and data protection laws, including requirements
concerning security breach notification, and we could be negatively impacted by them. For example, in connection
with our administration of the GreenSky program, we are subject to the GLBA and implementing regulations and
guidance. Among other things, the GLBA (i) imposes certain limitations on the ability to share consumers’
nonpublic personal information with nonaffiliated third parties and (ii) requires certain disclosures to consumers
about their information collection, sharing and security practices and their right to “opt out” of the institution’s
disclosure of their personal financial information to nonaffiliated third parties (with certain exceptions).
Furthermore, legislators and/or regulators are increasingly adopting or revising privacy, information
security and data protection laws that potentially could have a significant impact on our current and planned
privacy, data protection and information security-related practices; our collection, use, sharing, retention and
safeguarding of consumer and/or employee information; and some of our current or planned business activities.
This also could increase our costs of compliance and business operations and could reduce income from certain
business initiatives.
Compliance with current or future privacy, data protection and information security laws (including those
regarding security breach notification) affecting customer and/or employee data to which we are subject could
result in higher compliance and technology costs and could restrict our ability to provide certain products and
services (such as products or services that involve us sharing information with third parties or storing sensitive
credit card information), which could materially and adversely affect our profitability. Privacy requirements,
including notice and opt out requirements, under the GLBA and FCRA are enforced by the FTC and by the CFPB
through UDAAP and are a standard component of CFPB examinations. State entities also may initiate actions for
alleged violations of privacy or security requirements under state law. Our failure to comply with privacy, data
protection and information security laws could result in potentially significant regulatory investigations and
government actions, litigation, fines or sanctions, consumer, Bank Partner or merchant actions and damage to our
reputation and brand, all of which could have a material adverse effect on our business.
Non-compliance with Payment Card Industry Data Security Standards (“PCI DSS”) may subject us to fines,
penalties and civil liability and may result in the loss of our ability to accept credit and debit card payments.
We settle and fund transactions on a national credit card network and, thus, are subject to payment card
association operating rules, certification requirements and rules governing electronic funds transfers, including PCI
DSS, a security standard applicable to companies that collect, store or transmit certain data regarding credit and
debit cards, holders and transactions. We currently are not, and in the future may not be, compliant with PCI DSS
and are taking steps to achieve such compliance. No assurance is given that we will be successful in that regard.
Any failure to comply fully or materially with PCI DSS now or at any point in the future (i) may violate
payment card association operating rules, federal and state laws and regulations, and the terms of certain of our
contracts with third parties, (ii) may subject us to fines, penalties, damages and civil liability, and (iii) may result in
the loss of our ability to accept credit card payments. Even if we achieve compliance with PCI DSS, we still may
not be able to prevent security breaches involving customer transaction data. In addition, there is no assurance that
advances in computer capabilities, new discoveries in the field of cryptography or other events or developments
will not result in a compromise or breach of the processes that we use to protect customer data. If any such
compromise or breach were to occur, it could have a material adverse effect on our business.
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The increased scrutiny of third-party medical financing by governmental agencies may lead to increased
regulatory burdens and may adversely affect our business.
We operate in the elective healthcare industry vertical, which includes consumer financing for elective
medical procedures. Recently, regulators have increased scrutiny of third-party providers of financing for medical
procedures that are generally not covered by health insurance. In addition, the CFPB and attorneys general in New
York and Minnesota have conducted investigations of alleged abusive lending practices or exploitation regarding
third-party medical financing services.
If, in the future, any of our practices in this space were found to be deficient, it could result in fines,
penalties or increased regulatory burdens. Additionally, any regulatory inquiry could damage our reputation and
limit our ability to conduct operations, which could adversely affect our business. Moreover, the adoption of any
law, rule or regulation affecting the industry may also increase our administrative costs, require us to modify our
practices to comply with applicable regulations or reduce our ability to participate competitively, which could have
a material adverse effect on our business.
In recent years, federal regulators and the United States DOJ have increased their focus on enforcing the SCRA
against servicers. Similarly, state legislatures have taken steps to strengthen their own state-specific versions of
the SCRA.
The DOJ and federal regulators have entered into significant settlements with a number of loan servicers
alleging violations of the SCRA. Some of the settlements have alleged that the servicers did not correctly apply the
SCRA’s 6% interest rate cap, while other settlements have alleged, without limitation, that servicers did not comply
with the SCRA’s default judgment protections when seeking to collect payment of a debt. Recent settlements
indicate that the DOJ and federal regulators broadly interpret the scope of the substantive protections under the
SCRA and are moving aggressively to identify instances in which loan servicers have not complied with the SCRA.
Recent SCRA-related settlements continue to make this a significant area of scrutiny for both regulatory
examinations and public enforcement actions.
In addition, most state legislatures have their own versions of the SCRA. In most instances, these laws
extend some or all of the substantive benefits of the federal SCRA to members of the state National Guard who are
in state service, but certain states also provide greater substantive protections to National Guard members or
individuals who are in federal military service. In recent years, certain states have revised their laws to increase the
potential benefits to individuals, and these changes pose additional compliance burdens on our Bank Partners and us
as we seek to comply with both the federal and relevant state versions of the SCRA.
No assurance is given that our efforts and those of our Bank Partners to comply with the SCRA will be
effective, and our failure to comply could subject us to liability, damages and reputational harm, all of which could
have an adverse effect on our business.
Anti-money laundering and anti-terrorism financing laws could have significant adverse consequences for us.
We maintain an enterprise-wide program designed to enable us to comply with all applicable anti-money
laundering and anti-terrorism financing laws and regulations, including the Bank Secrecy Act and the Patriot Act.
This program includes policies, procedures, processes and other internal controls designed to identify, monitor,
manage and mitigate the risk of money laundering and terrorist financing. These controls include procedures and
processes to detect and report suspicious transactions, perform customer due diligence, respond to requests from
law enforcement, and meet all recordkeeping and reporting requirements related to particular transactions involving
currency or monetary instruments. No assurance is given that our programs and controls will be effective to ensure
compliance with all applicable anti-money laundering and anti-terrorism financing laws and regulations, and our
failure to comply with these laws and regulations could subject us to significant sanctions, fines, penalties and
reputational harm, all of which could have a material adverse effect on our business.
If we were found to be operating without having obtained necessary state or local licenses, it could adversely
affect our business.
Certain states have adopted laws regulating and requiring licensing by parties that engage in certain activity
regarding consumer finance transactions, including facilitating and assisting such transactions in certain
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circumstances. Furthermore, certain states and localities have also adopted laws requiring licensing for consumer
debt collection or servicing. While we believe we have obtained all necessary licenses, the application of some
consumer finance licensing laws to the GreenSky program is unclear. If we were found to be in violation of
applicable state licensing requirements by a court or a state, federal, or local enforcement agency, we could be
subject to fines, damages, injunctive relief (including required modification or discontinuation of our business in
certain areas), criminal penalties and other penalties or consequences, and the loans originated through the
GreenSky program could be rendered void or unenforceable in whole or in part, any of which could have a material
adverse effect on our business.
If loans originated through the GreenSky program are found to violate applicable state usury laws or other
lending laws, it could adversely affect our business.
Because the loans originated through the GreenSky program are originated by and held by our Bank
Partners, under principles of federal preemption the terms and conditions of the loans are not subject to most state
consumer finance laws, including state licensing and usury restrictions. If a court, or a state or federal enforcement
agency, were to deem GreenSky-rather than our Bank Partners-the “true lender” for loans originated through the
GreenSky program, and if for this reason (or any other reason) the loans were deemed subject to and in violation of
certain state consumer finance laws, we could be subject to fines, damages, injunctive relief (including required
modification or discontinuation of our business in certain areas), and other penalties or consequences, and the loans
could be rendered void or enforceable in whole or in part, any of which could have a material adverse effect on our
business.
We have been in the past and may in the future be subject to federal and state regulatory inquiries regarding our
business.
We have, from time to time in the normal course of our business, received, and may in the future receive or
be subject to, inquiries or investigations by state and federal regulatory agencies and bodies such as the CFPB, state
attorneys general, state financial regulatory agencies, and other state or federal agencies or bodies regarding the
GreenSky program, including the origination and servicing of consumer loans, practices by merchants or other third
parties, and licensing and registration requirements. For example, we have entered into regulatory agreements with
state agencies regarding issues including merchant conduct and oversight and loan pricing and may enter into
similar agreements in the future. We have also received inquiries from state regulatory agencies regarding
requirements to obtain licenses from or register with those states, including in states where we have determined that
we are not required to obtain such a license or be registered with the state, and we expect to continue to receive
such inquiries. Any such inquiries or investigations could involve substantial time and expense to analyze and
respond to, could divert management’s attention and other resources from running our business, and could lead to
public enforcement actions or lawsuits and fines, penalties, injunctive relief, and the need to obtain additional
licenses that we do not currently possess. Our involvement in any such matters, whether tangential or otherwise and
even if the matters are ultimately determined in our favor, could also cause significant harm to our reputation, lead
to additional investigations and enforcement actions from other agencies or litigants, and further divert management
attention and resources from the operation of our business. As a result, the outcome of legal and regulatory actions
arising out of any state or federal inquiries we receive could be material to our business, results of operations,
financial condition and cash flows and could have a material adverse effect on our business, financial condition or
results of operations.
Risks Related to Our Organizational Structure
We are a holding company with no operations of our own and, as such, depend on our subsidiaries for cash to
fund all of our operations and expenses, including future dividend payments, if any.
We are a holding company and have no material assets other than our deferred tax assets and our equity
interest in GS Holdings, which has the sole equity interest in GSLLC. We have no independent means of generating
revenue or cash flow. We determined that GS Holdings is a variable interest entity ("VIE") and that we are the
primary beneficiary of GS Holdings. Accordingly, pursuant to the VIE accounting model, we began consolidating
GS Holdings in our consolidated financial statements following the IPO closing. In the event of a change in
accounting guidance or amendments to the operating agreement of GS Holdings resulting in us no longer having a
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controlling interest in GS Holdings, we may not be able to continue consolidating its results of operations with our
own, which would have a material adverse effect on our results of operations.
GS Holdings is treated as a partnership for United States federal income tax purposes, and GSLLC is
treated as an entity disregarded as separate from GS Holdings for United States federal income tax purposes. As a
result, neither GS Holdings nor GSLLC is subject to United States federal income tax. Instead, taxable income is
allocated to the members of GS Holdings, including us. Accordingly, we incur income taxes on our proportionate
share of any net taxable income of consolidated GS Holdings. We intend to cause GSLLC to make distributions to
GS Holdings and to cause GS Holdings to make distributions to its unit holders in an amount sufficient to cover all
applicable taxes payable by such unit holders determined according to assumed rates, payments owing under the tax
receivable agreement ("TRA") and dividends, if any, declared by us. The ability of GSLLC to make distributions to
GS Holdings, and of GS Holdings to make distributions to us, is limited by their obligations to satisfy their own
obligations to their creditors. Further, future and current financing arrangements of GSLLC and GS Holdings
contain, and future obligations could contain, negative covenants limiting such distributions. Additionally, our right
to receive assets upon the liquidation or reorganization of GS Holdings, or indirectly from GSLLC, will be
effectively subordinated to the claims of each entity’s creditors. To the extent that we are recognized as a creditor of
GS Holdings or GSLLC, our claims may still be subordinate to any security interest in, or other lien on, its assets
and to any of its debt or other obligations that are senior to our claims.
To the extent that we need funds and GSLLC or GS Holdings are restricted from making such distributions
under applicable law or regulation, or are otherwise unable to provide such funds, it could materially and adversely
affect our liquidity and financial condition. In addition, because tax distributions are based on an assumed tax rate,
GS Holdings may be required to make tax distributions that, in the aggregate, may exceed the amount of taxes that
GS Holdings would have paid if it were itself taxed on its net income at the assumed rate.
Funds used by GS Holdings to satisfy its tax distribution obligations will not be available for reinvestment
in our business. Moreover, the tax distributions that GS Holdings will be required to make may be substantial and
may exceed (as a percentage of GS Holdings’ income) the overall effective tax rate applicable to a similarly situated
corporate taxpayer.
We may be required to pay additional taxes as a result of the new partnership audit rules.
The Bipartisan Budget Act of 2015 changed the rules applicable to U.S. federal income tax audits of
partnerships, including entities such as GS Holdings that are taxed as a partnership. Under these rules (which
generally are effective for taxable years beginning after December 31, 2017), subject to certain exceptions, audit
adjustments to items of income, gain, loss, deduction, or credit of an entity (and any member’s share thereof) is
determined, and taxes, interest, and penalties attributable thereto, are assessed and collected, at the entity level.
Although it is uncertain how these rules will be implemented, it is possible that they could result in GS Holdings
being required to pay additional taxes, interest and penalties as a result of an audit adjustment, and we, as a member
of GS Holdings, could be required to indirectly bear the economic burden of those taxes, interest, and penalties
even though we may not otherwise have been required to pay additional corporate-level taxes as a result of the
related audit adjustment.
Under certain circumstances, GS Holdings may be eligible to make an election to cause members
(including us) to take into account the amount of any understatement, including any interest and penalties, in
accordance with their interests in GS Holdings in the year under audit. We cannot provide any assurance that GS
Holdings will be able to make this election, in which case current members (including us) would economically bear
the burden of the understatement even if they had a different percentage interest in GS Holdings during the year
under audit, unless, and only to the extent, GS Holdings is able to recover such amounts from current or former
impacted members. If the election is made, members would be required to take the adjustment into account in the
taxable year in which the adjusted Schedule K-1s are issued.
The changes created by these new rules are sweeping and in many respects dependent on the promulgation
of future regulations or other guidance by the U.S. Department of the Treasury.
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The owners of the Class B common stock, who also are the Continuing LLC Members, control us and their
interests may conflict with yours in the future.
The owners of the Class B common stock, who also are the Continuing LLC Members, control us. Each
share of our Class B common stock initially entitles its holders to ten votes on all matters presented to our
stockholders generally. Once the collective holdings of those owners in the aggregate are less than 15% of the
combined economic interest in us, each share of Class B common stock will entitle its holder to one vote per share
on all matters to be voted upon by our stockholders.
The owners of the Class B common stock owned the vast majority of the combined voting power of our
Class A and Class B common stock as of December 31, 2018. Accordingly, those owners, if voting in the same
manner, will be able to control the election and removal of our directors and thereby determine our corporate and
management policies, including potential mergers or acquisitions, payment of dividends, asset sales, amendment of
our certificate of incorporation and bylaws and other significant corporate transactions for so long as they retain
significant ownership of us. This concentration of ownership may delay or deter possible changes in control of our
Company, which may reduce the value of an investment in our Class A common stock. So long as they continue to
own a significant amount of our combined voting power, even if such amount is less than 50%, they will continue
to be able to strongly influence or effectively control our decisions.
In addition, the owners of the Class B common stock, as Continuing LLC Members, owned approximately
70% of the Holdco Units as of December 31, 2018. Because they hold their economic ownership interest in our
business through GS Holdings, rather than GreenSky, Inc., these existing unit holders may have conflicting interests
with holders of our Class A common stock. For example, the Continuing LLC Members may have different tax
positions from us, which could influence their decisions regarding whether and when to dispose of assets and
whether and when to incur new or refinance existing indebtedness, especially in light of the existence of the TRA.
In addition, the structuring of future transactions may take into account the tax considerations of the Continuing
LLC Members even where no similar benefit would accrue to us. It is through their ownership of Class B common
stock that they may be able to influence, if not control, decisions such as these.
We will be required to pay for certain tax benefits we may claim arising in connection with the merger of the
Former Corporate Investors, our purchase of Holdco Units and future exchanges of Holdco Units under the
Exchange Agreement, which payments could be substantial.
On the date of our IPO, we were treated for United States federal income tax purposes as having directly
purchased Holdco Units from the Exchanging Members. In the future, the Continuing LLC Members will be able to
exchange their Holdco Units (with automatic cancellation of an equal number of shares of Class B common stock)
for shares of Class A common stock on a one-for-one basis, subject to adjustments for certain subdivisions (stock
splits), combinations, or purchases of Class A common stock or Holdco Units, or for cash (based on the market
price of the shares of Class A common stock), at our option (such determination to be made by the disinterested
members of our board of directors). As a result of these transactions, and our acquisition of the equity of certain of
the Former Corporate Investors, we are and will become entitled to certain tax basis adjustments with respect to GS
Holdings’ tax basis in its assets. As a result, the amount of income tax that we would otherwise be required to pay in
the future may be reduced by the increase (for income tax purposes) in depreciation and amortization deductions
attributable to our interests in GS Holdings. An increase in tax basis may also decrease gain (or increase loss) on
future dispositions of certain assets to the extent tax basis is allocated to those assets. The IRS, however, may
challenge all or part of that tax basis adjustment, and a court could sustain such a challenge.
We entered into the TRA with the TRA Parties that will provide for the payment by us of 85% of the
amount of cash savings, if any, in United States federal, state and local income tax that we realize or are deemed to
realize, as a result of (i) the tax basis adjustments referred to above, (ii) any incremental tax basis adjustments
attributable to payments made pursuant to the TRA, and (iii) any deemed interest deductions arising from payments
made by us pursuant to the TRA. While the actual amount of the adjusted tax basis, as well as the amount and
timing of any payments under the TRA, will vary depending upon a number of factors, including the basis of our
proportionate share of GS Holdings’ assets on the dates of exchanges, the timing of exchanges, the price of shares
of our Class A common stock at the time of each exchange, the extent to which such exchanges are taxable, the
deductions and other adjustments to taxable income to which GS Holdings is entitled, and the amount and timing of
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our income, we expect that during the anticipated term of the TRA, the payments that we may make could be
substantial. Payments under the TRA may give rise to additional tax benefits and, therefore, to additional potential
payments under the TRA. In addition, the TRA provides for interest accrued from the due date (without extensions)
of the corresponding tax return for the taxable year with respect to which the payment obligation arises to the date
of payment under the TRA.
Assuming no material changes in the relevant tax law and that we earn sufficient taxable income to realize
all tax benefits that are subject to the TRA, we expect that the tax savings associated with the purchase of Holdco
Units in connection with the IPO and future exchanges of Holdco Units (assuming such future exchanges occurred
at December 31, 2018 and assuming automatic cancellation of an equal number of shares of Class B common stock)
would aggregate to approximately $689.7 million based on the closing price on December 31, 2018 of $9.57 per
share of our Class A common stock. Under such scenario, assuming future payments are made on the date each
relevant tax return is due, without extensions, we would be required to pay approximately 85% of such amount, or
$586.3 million.
There may be a material negative effect on our liquidity if, as a result of timing discrepancies or otherwise,
(i) the payments under the TRA exceed the actual benefits we realize in respect of the tax attributes subject to the
TRA and/or (ii) distributions to us by GS Holdings are not sufficient to permit us to make payments under the TRA
after paying our other obligations. For example, were the IRS to challenge a tax basis adjustment or other
deductions or adjustments to taxable income of GS Holdings, we will not be reimbursed for any payments that may
previously have been made under the TRA, except that excess payments will be netted against payments otherwise
to be made, if any, after our determination of such excess. As a result, in certain circumstances we could make
payments under the TRA in excess of our ultimate cash tax savings. In addition, the payments under the TRA are
not conditioned upon any recipient’s continued ownership of interests in us or GS Holdings, and the right to receive
payments can be assigned.
In certain circumstances, including certain changes of control of our Company, payments by us under the TRA
may be accelerated and/or significantly exceed the actual benefits we realize in respect of the tax attributes
subject to the TRA.
The TRA provides that (i) in the event that we materially breach any of our material obligations under the
TRA, whether as a result of failure to make any payment, failure to honor any other material obligation required
thereunder or by operation of law as a result of the rejection of the TRA in a bankruptcy or otherwise, (ii) if, at any
time, we elect an early termination of the TRA, or (iii) upon certain changes of control of our Company, our (or our
successor’s) obligations under the TRA (with respect to all Holdco Units, whether or not such units have been
exchanged or acquired before or after such transaction) would accelerate and become payable in a lump sum
amount equal to the present value of the anticipated future tax benefits calculated based on certain assumptions,
including that we would have sufficient taxable income to fully utilize the deductions arising from the increased tax
deductions, tax basis and other benefits subject to the TRA.
As a result of the foregoing, if we breach a material obligation under the TRA, if we elect to terminate the
TRA early or if we undergo a change of control, we would be required to make an immediate lump-sum payment
equal to the present value of the anticipated future tax savings, which payment may be required to be made
significantly in advance of the actual realization of such future tax savings, and the actual cash tax savings
ultimately realized may be significantly less than the corresponding TRA payments. In these situations, our
obligations under the TRA could have a substantial negative impact on our liquidity. There is no assurance that we
will be able to fund or finance our obligations under the TRA. Additionally, the obligation to make a lump sum
payment on a change of control may deter potential acquirers, which could negatively affect our stockholders’
potential returns. If we had elected to terminate the TRA as of December 31, 2018, based on the closing price on
December 31, 2018 of $9.57 per share of our Class A common stock, and a discount rate equal to 5.95% per annum,
compounded annually, we estimate that we would have been required to pay $356.4 million in the aggregate under
the TRA.
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If we were deemed to be an investment company under the Investment Company Act of 1940, as amended (the
“1940 Act”), as a result of our ownership of GS Holdings and GSLLC, applicable restrictions could make it
impractical for us to continue our business as currently contemplated and could have an adverse effect on our
business.
Under Sections 3(a)(1)(A) and (C) of the 1940 Act, a company generally will be deemed to be an
“investment company” for purposes of the 1940 Act if (i) it is, or holds itself out as being, engaged primarily, or
proposes to engage primarily, in the business of investing, reinvesting or trading in securities or (ii) it engages, or
proposes to engage, in the business of investing, reinvesting, owning, holding or trading in securities and it owns or
proposes to acquire investment securities having a value exceeding 40% of the value of its total assets (exclusive of
U.S. government securities and cash items) on an unconsolidated basis. We do not believe that we are an
“investment company,” as such term is defined in either of those sections of the 1940 Act.
Because GreenSky, Inc. is the managing member of GS Holdings, and GS Holdings is the managing
member of GSLLC, we indirectly operate and control all of the business and affairs of GS Holdings and its
subsidiaries, including GSLLC. On that basis, we believe that our interest in GS Holdings and GSLLC is not an
“investment security,” as that term is used in the 1940 Act. However, if we were to cease participation in the
management of GS Holdings and GSLLC, our interest in such entities could be deemed an “investment security”
for purposes of the 1940 Act.
We, GS Holdings and GSLLC intend to conduct our operations so that we will not be deemed an
investment company. However, if we were to be deemed an investment company, restrictions imposed by the 1940
Act, including limitations on our capital structure and our ability to transact with affiliates, could make it
impractical for us to continue our business as contemplated and could have a material adverse effect on our
business.
Our certificate of incorporation provides, subject to certain exceptions, that the Court of Chancery of the State of
Delaware will be the sole and exclusive forum for certain stockholder litigation matters, which could limit our
stockholders’ ability to bring a claim in a judicial forum that it finds more favorable for disputes with us or our
directors, officers, employees or stockholders.
Pursuant to our certificate of incorporation, unless we consent in writing to the selection of an alternative
forum, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for (1) any derivative
action or proceeding brought on our behalf, (2) any action asserting a claim of breach of a fiduciary duty owed by
any of our directors, officers or other employees to us or our stockholders, (3) any action asserting a claim against
us arising pursuant to any provision of the DGCL, our certificate of incorporation or our bylaws or (4) any other
action asserting a claim against us that is governed by the internal affairs doctrine. The forum selection clause in our
certificate of incorporation may have the effect of discouraging lawsuits against us or our directors and officers and
may limit our stockholders’ ability to bring a claim in a judicial forum that it finds more favorable for disputes with
us or any of our directors, officers, other employees or stockholders. The exclusive forum provision does not apply
to any actions under United States federal securities laws.
By purchasing shares of our Class A common stock, you will have agreed and consented to the provisions
set forth in our certificate of incorporation related to choice of forum. Alternatively, if a court were to find the
choice of forum provision contained in our certificate of incorporation to be inapplicable or unenforceable in an
action, we may incur additional costs associated with resolving such action in other jurisdictions, which could
adversely affect our business and financial condition.
Risks Related to our Class A Common Stock
An active trading market for our Class A common stock may not be sustained, which may make it difficult to sell
shares of Class A common stock.
Our Class A common stock is listed on the Nasdaq Global Select Market under the symbol “GSKY.” An
active trading market for our Class A common stock may not be sustained, which would make it difficult for you to
sell your shares of Class A common stock at an attractive price (or at all).
35
The market price of our Class A common stock may be volatile, which could cause the value of our Class A
common stock to decline.
The market price of our Class A common stock may become highly volatile and subject to wide
fluctuations. In addition, the trading volume in our Class A common stock may fluctuate and cause significant price
variations to occur. Securities markets worldwide experience significant price and volume fluctuations. This market
volatility, as well as general economic, market and political conditions, could reduce the market price of shares of
our Class A common stock in spite of our operating performance. In addition, our results of operations could be
below the expectations of public market analysts and investors due to a number of potential factors, including
variations in our quarterly or annual results of operations, additions or departures of key management personnel, the
loss of key Bank Partners, merchants or Sponsors, changes in our earnings estimates (if provided) or failure to meet
analysts’ earnings estimates, publication of research reports about our industry, litigation and government
investigations, changes or proposed changes in laws or regulations or differing interpretations or enforcement
thereof affecting our business, adverse market reaction to any indebtedness we may incur or securities we may issue
in the future, changes in market valuations of similar companies or speculation in the press or the investment
community with respect to us or our industry, adverse announcements by us or others and developments affecting
us, announcements by our competitors of significant contracts, acquisitions, dispositions, strategic partnerships,
joint ventures or capital commitments, actions by institutional stockholders, and increases in market interest rates
that may lead investors in our shares to demand a higher yield, and in response the market price of shares of our
Class A common stock could decrease significantly. You may be unable to resell your shares of Class A common
stock at or above the price you paid for them (or at all).
We are currently subject to putative securities class action litigation in connection with our IPO and may be
subject to similar litigation in the future. If the outcome of this litigation is unfavorable, it could have a material
adverse effect on our financial condition, results of operations and cash flows.
The Company and certain of its officers and directors have been named as defendants in numerous putative
securities class actions in connection with our IPO (“the Securities Litigation”). See Note 13 to the Consolidated
Financial Statements in Part II, Item 8 for a description of the Securities Litigation. In the future, especially
following periods of volatility in the market price of our shares of Class A common stock, other purported class
action or derivative complaints may be filed against us. In addition to diverting financial and management
resources, this type of litigation can result in adverse publicity that could harm our brand or reputation, regardless of
its merits or whether we are ultimately held liable, and a judgment or settlement in connection with any such
litigation that is not covered by, or is significantly in excess of, our insurance coverage could materially and
adversely affect our financial condition, results of operations and cash flows.
As a newly public company, we are incurring, and will continue to incur, increased costs and are subject to
additional regulations and requirements, and our management is required to devote substantial time to new
compliance matters, which could lower profits and make it more difficult to run our business.
As a newly public company, we are incurring, and will continue to incur, significant legal, accounting,
reporting and other expenses that we did not incur as a private company, including costs associated with public
company reporting requirements and costs of recruiting and retaining non-executive directors. We also are incurring
costs associated with compliance with the rules and regulations of the SEC and various other costs of a public
company. The expenses generally incurred by public companies for reporting and corporate governance purposes
have been increasing. We expect these rules and regulations to increase our legal and financial compliance costs and
to make some activities more time-consuming and costly, although we are currently unable to estimate these costs
with any degree of certainty. Our management is devoting a substantial amount of time to ensure that we comply
with all of these requirements. These laws and regulations also could make it more difficult and costly for us to
obtain certain types of insurance, including director and officer liability insurance, and we may be forced to accept
reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. These
laws and regulations also could make it more difficult to attract and retain qualified persons to serve on our board of
directors and board committees and serve as executive officers.
Furthermore, if we are unable to satisfy our obligations as a public company, we could be subject to
delisting of our Class A common stock, fines, sanctions and other regulatory action and potentially civil litigation.
36
Failure to comply with the requirements to design, implement and maintain effective internal controls could
have an adverse effect on our business and stock price.
As a public company, we are subject to significant requirements for enhanced financial reporting and
internal controls. The process of designing and implementing effective internal controls is a continuous effort that
requires us to anticipate and react to changes in our business and the economic and regulatory environment and to
expend significant resources to maintain a system of internal controls that is adequate to satisfy our reporting
obligations as a public company.
If we are unable to establish and maintain appropriate internal financial reporting controls and procedures,
it could cause us to fail to meet our reporting obligations on a timely basis, result in material misstatements in our
consolidated financial statements and harm our operating results. In addition, beginning with our annual report for
the fiscal year ending December 31, 2019, we will be required pursuant to SEC rules to furnish a report by
management on, among other things, the effectiveness of our internal control over financial reporting. This
assessment will need to include disclosure of any material weaknesses identified by our management in internal
control over financial reporting. In addition, our independent registered public accounting firm will be required to
formally attest to the effectiveness of our internal control over financial reporting pursuant to the SEC rules
commencing the later of the year following our first annual report required to be filed with the SEC or the date on
which we are no longer an “emerging growth company” (as defined in the JOBS Act). See “-We are an ‘emerging
growth company,’ as defined under the federal securities laws, and we cannot be certain if the reduced disclosure
requirements applicable to emerging growth companies will make our Class A common stock less attractive to
investors.” Testing and maintaining internal controls may divert our management’s attention from other matters that
are important to our business. We may not be able to conclude on an ongoing basis that we have effective internal
control over financial reporting in accordance with the SEC rules or our independent registered public accounting
firm may not issue an unqualified opinion. If either we are unable to conclude that we have effective internal
control over financial reporting or our independent registered public accounting firm is unable to provide us with an
unqualified report, investors could lose confidence in our reported financial information, which could cause the
price of our Class A common stock to decline and could subject us to investigation or sanctions by the SEC.
We are an “emerging growth company,” as defined under the federal securities laws, and we cannot be certain if
the reduced disclosure requirements applicable to emerging growth companies will make our Class A common
stock less attractive to investors.
We are an “emerging growth company,” as defined in the Securities Act, and we take advantage of certain
exemptions from various reporting requirements that are applicable to other public companies that are not emerging
growth companies, including, among other things, not being required to comply with the auditor attestation
requirements of Section 404(b) of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive
compensation and exemptions from the requirements of holding a non-binding stockholder advisory vote on
executive compensation and stockholder approval of any golden parachute payments not previously approved. As a
result, our stockholders do not have access to certain information that they may deem important.
An emerging growth company can utilize the extended transition period provided in the Securities Act for
complying with new or revised accounting standards. However, we chose to “opt out” of such extended transition
period and, thus, will comply with new or revised accounting standards on the relevant dates on which adoption of
such standards is required for companies that are not emerging growth companies. Our decision to opt out of the
extended transition period for complying with new or revised accounting standards is irrevocable.
We could be an emerging growth company until December 31, 2023, although circumstances could cause
us to lose that status earlier, including if our total annual gross revenues exceed $1.07 billion, if we issue more than
$1.0 billion in non-convertible debt during any three-year period or if the market value of our Class A common
stock held by non-affiliates exceeds $700 million as of June 30, 2019 or any June 30 thereafter. If some investors
find our Class A common stock less attractive as a result, there may be a less active trading market for our Class A
common stock, our stock price may be more volatile and the price of our Class A common stock may decline.
37
You may be diluted by the future issuance of additional Class A common stock in connection with our incentive
plans, acquisitions or otherwise.
Our certificate of incorporation authorizes us to issue authorized but unissued shares of Class A common
stock and rights relating to Class A common stock for the consideration and on the terms and conditions established
by our board of directors in its sole discretion, whether in connection with acquisitions or otherwise. We have
reserved 24,000,000 shares for issuance under our 2018 Omnibus Incentive Compensation Plan, subject to
adjustment in certain events. Any Class A common stock that we issue, including under our 2018 Omnibus
Incentive Compensation Plan or other equity incentive plans that we may adopt in the future, would dilute the
percentage ownership held by existing investors.
Because we have no current plans to pay cash dividends on our Class A common stock, you may not receive any
return on investment unless you sell your Class A common stock for a price greater than that which you paid for
it.
We have no current plans to pay cash dividends on our Class A common stock. The declaration, amount and
payment of any future dividends will be at the sole discretion of our board of directors. Our board of directors may
take into account general and economic conditions, our financial condition and operating results, our available cash,
current and anticipated cash needs, capital requirements, contractual, legal, tax and regulatory restrictions,
implications on the payment of dividends by us to our stockholders or by our subsidiary to us and such other factors
as our board of directors may deem relevant. In addition, the terms of our existing financing arrangements restrict or
limit our ability to pay cash dividends. Accordingly, we may not pay any dividends on our Class A common stock in
the foreseeable future.
Future offerings of debt or equity securities by us may adversely affect the market price of our Class A common
stock.
In the future, we may attempt to obtain financing or to further increase our capital resources by issuing
additional shares of our Class A common stock or offering debt or other equity securities, including commercial
paper, medium-term notes, senior or subordinated notes, debt securities convertible into equity or shares of
preferred stock. Future acquisitions could require substantial additional capital in excess of cash from operations.
We would expect to obtain the capital required for acquisitions through a combination of additional issuances of
equity, corporate indebtedness and/or cash from operations.
Issuing additional shares of our Class A common stock or other equity securities or securities convertible
into equity may dilute the economic and voting rights of our existing stockholders or reduce the market price of our
Class A common stock or both. Upon liquidation, holders of such debt securities and preferred shares, if issued, and
lenders with respect to other borrowings would receive a distribution of our available assets prior to the holders of
our Class A common stock. Debt securities convertible into equity could be subject to adjustments in the conversion
ratio pursuant to which certain events may increase the number of equity securities issuable upon conversion.
Preferred shares, if issued, could have a preference with respect to liquidating distributions or a preference with
respect to dividend payments that could limit our ability to pay dividends to the holders of our Class A common
stock. Our decision to issue securities in any future offering will depend on market conditions and other factors
beyond our control, which may adversely affect the amount, timing and nature of our future offerings.
Future sales, or the expectation of future sales, of shares of our Class A common stock, including sales by
Continuing LLC Members, could cause the market price of our Class A common stock to decline.
The sale of a substantial number of shares of our Class A common stock in the public market, or the
perception that such sales could occur, including sales by the Continuing LLC Members, could adversely affect the
prevailing market price of shares of our Class A common stock. These sales, or the possibility that these sales may
occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price we deem
appropriate. In addition, subject to certain limitations and exceptions, pursuant to certain provisions of the
Exchange Agreement, the Continuing LLC Members may exchange Holdco Units (with automatic cancellation of
an equal number of shares of Class B common stock) for shares of our Class A common stock on a one-for-one
basis, subject to customary adjustments for certain subdivisions (stock splits), combinations, or purchases of Class
A common stock or Holdco Units, or for cash (based on the market price of the shares of Class A common stock), at
38
our option (such determination to be made by the disinterested members of our board of directors). All of the
Holdco Units and shares of Class B common stock are exchangeable for shares of our Class A common stock or
cash, at our option (such determination to be made by the disinterested members of our board of directors), subject
to the terms of the Exchange Agreement.
Our certificate of incorporation authorizes us to issue additional shares of Class A common stock and rights
relating to Class A common stock for the consideration and on the terms and conditions established by our board of
directors in its sole discretion. In accordance with the DGCL and the provisions of our certificate of incorporation,
we also may issue preferred stock that has designations, preferences, rights, powers and duties that are different
from, and may be senior to, those applicable to shares of Class A common stock. Similarly, GS Holdings Agreement
permits GS Holdings to issue an unlimited number of additional limited liability company interests of GS Holdings
with designations, preferences, rights, powers and duties that are different from, and may be senior to, those
applicable to the Holdco Units, and which may be exchangeable for shares of our Class A common stock.
Assuming the Continuing LLC Members exchange all of their Holdco Units for shares of our Class A
common stock, up to an additional 128,549,555 shares of Class A common stock will be eligible for sale in the
public market, the majority of which are held by our executive officers, directors and their affiliated entities, and
will be subject to volume limitations under Rule 144 and various vesting agreements. Additionally, certain of our
executive officers and directors own options exercisable for shares of Class A common stock.
As unvested Class A common stock awards issued pursuant to our 2018 Omnibus Incentive Compensation
Plan vest, the market price of our shares of Class A common stock could drop significantly if the holders of these
shares sell them or are perceived by the market as intending to sell them.
These factors also could make it more difficult for us to raise additional funds through future offerings of
our shares of Class A common stock or other securities.
Our capital structure may have a negative impact on our stock price.
In July 2017, S&P Dow Jones, a provider of widely-followed stock indices, announced that companies with
multiple share classes, such as ours, will not be eligible for inclusion in certain of their indices. As a result, our
Class A common stock will likely not be eligible for these stock indices. Additionally, FTSE Russell, another
provider of widely followed stock indices, recently stated that it plans to require new constituents of its indices to
have at least five percent of their voting rights in the hands of public stockholders. Many investment funds are
precluded from investing in companies that are not included in such indices, and these funds would be unable to
purchase our Class A common stock. There is no assurance that other stock indices will not take a similar approach
to S&P Dow Jones or FTSE Russell in the future. Exclusion from indices could make our Class A common stock
less attractive to investors and, as a result, the market price of our Class A common stock could be adversely
affected.
Certain provisions of our certificate of incorporation and bylaws could hinder, delay or prevent a change in
control of us, which could adversely affect the price of our Class A common stock.
Certain provisions of our certificate of incorporation and bylaws could make it more difficult for a third
party to acquire us without the consent of our board of directors. These provisions:
•
•
•
•
authorize the issuance of undesignated preferred stock, the terms of which may be established and the
shares of which may be issued without stockholder approval, and which may include super voting,
special approval, dividend, or other rights or preferences superior to the rights of the holders of
common stock;
prohibit stockholder action by written consent, requiring all stockholder actions be taken at a meeting
of our stockholders;
provide that the board of directors is expressly authorized to make, alter or repeal our bylaws;
establish advance notice requirements for nominations for elections to our board of directors or for
proposing matters that can be acted upon by stockholders at stockholder meetings; and
39
•
establish a classified board of directors, as a result of which our board of directors is divided into three
classes, with each class serving for staggered three-year terms, which prevents stockholders from
electing an entirely new board of directors at an annual meeting.
In addition, these provisions may make it difficult and expensive for a third party to pursue a tender offer,
change in control or takeover attempt that is opposed by our management or our board of directors. Stockholders
who might desire to participate in these types of transactions may not have an opportunity to do so, even if the
transaction is favorable to them. These anti-takeover provisions could substantially impede your ability to benefit
from a change in control or change our management and board of directors and, as a result, may adversely affect the
market price of our Class A common stock and your ability to realize any potential change of control premium.
If securities and industry analysts do not publish research or publish inaccurate or unfavorable research about
our business, our stock price and trading volume could decline.
The trading market for our Class A common stock depends, in part, on the research and reports that
securities and industry analysts publish about us and our business. If securities and industry analysts do not cover
our Company, the trading price of our stock would likely be negatively impacted. If one or more of the analysts who
cover us downgrade our stock or publish inaccurate or unfavorable research about our business, our stock price
would likely decline. If one or more of these analysts cease coverage of our Company or fail to publish reports on
us regularly, demand for our stock could decrease, which might cause our stock price and trading volume to decline.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
The following table sets forth selected information concerning our principal facilities as of December 31,
2018.
Location
Corporate Headquarters:
Atlanta, Georgia
Primary Call Centers:
Atlanta, Georgia
Crescent Hills, Kentucky
Additional Facilities:
Alpharetta, Georgia(1)
Owned/Leased
Approximate Square Footage
Leased
Leased
Leased
Leased
38,600
82,400
26,600
22,300
(1)
In November 2018, we entered into an agreement to expand our leased property in Alpharetta by approximately 13,500 square feet,
which is reflected in the above total. As of December 31, 2018, we did not occupy the expanded space.
We believe our current facilities are adequate and that we will be able to find suitable space to
accommodate any potential future expansion.
ITEM 3. LEGAL PROCEEDINGS
We are party to legal proceedings incidental to our business. See Note 13 to the Consolidated Financial
Statements included in Part II, Item 8 for information regarding legal proceedings.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
40
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information and Holders of Record
On May 24, 2018, our Class A common stock began trading on the NASDAQ Stock Market under the
symbol "GSKY." Prior to that time, there was no public market for our stock. As of February 28, 2019, there were
approximately 7 holders of record of our Class A common stock, which does not include persons whose stock is
held in nominee or “street name” accounts through brokers, banks and intermediaries. Our Class B common stock is
neither listed nor traded on any stock exchange, nor is there an established public trading market for this class of
common stock.
Securities Authorized for Issuance under Equity Compensation Plans
The equity compensation plan information required in Item 201(d) of Regulation S-K is set forth in the
definitive Proxy Statement for the Company's annual meeting of stockholders, which we intend to file with the SEC
no later than April 30, 2019, and is incorporated by reference in this annual report on Form 10-K. Additionally, refer
to Note 11 to the Consolidated Financial Statements included in Part II, Item 8 for additional information on our
equity compensation plans.
Purchases of Equity Securities by the Issuer
The following table presents information with respect to our purchases of our Class A common stock during
the fourth quarter in the year ended December 31, 2018. See Note 10 to the Consolidated Financial Statements
included in Part II, Item 8 for additional discussion of our Class A common stock repurchase program.
Period
October 1, 2018 through
October 31, 2018
November 1, 2018 through
November 30, 2018
December 1, 2018 through
December 31, 2018
Total
Total Number
of Shares
Purchased
Average Price
Paid per
Share(1)
Total Number of Shares
Purchased as Part of
Publicly Announced
Programs(2)
Maximum Dollar Value of
Shares That May Yet Be
Purchased Under the
Programs(2)
—
2,670,221
2,010,990
4,681,211
$
$
N/A
9.61
9.02
—
N/A
2,670,221
2,010,990
4,681,211
$
$
124,346,520
106,215,305
(1) Reported amounts are calculated based on the price of the securities purchased excluding any direct costs incurred to acquire the stock,
such as commissions, which totaled $93,624 during the fourth quarter 2018.
(2) On November 6, 2018, we announced our authorization to repurchase up to $150 million of our Class A common stock at management's
discretion from time to time on the open market or through privately negotiated transactions. The repurchase program has no time limit
and may be suspended for periods or discontinued at any time.
Performance Graph
The following graph matches GreenSky, Inc.'s cumulative 7-month total stockholder return on its Class A
common stock with the cumulative total returns of the NASDAQ Composite Index and the RDG SmallCap
Technology Index. The graph tracks the performance of a $100 investment in our Class A common stock and in
each index (with the reinvestment of all dividends) from May 24, 2018 (the date our Class A common stock
commenced trading on the NASDAQ Stock Market) to December 31, 2018.
41
* $100 invested on 5/24/18 in GreenSky, Inc. Class A common stock and on 4/30/18 in the indexes, including reinvestment of dividends.
4/30/18
or
5/24/18*
5/31/18
6/30/18
7/31/18
8/31/18
9/30/18 10/31/18 11/30/18 12/31/18
$
GreenSky, Inc.
NASDAQ Composite
$
RDG SmallCap Technology $
100.00
100.00
100.00
114.60
105.28
110.88
90.54
106.33
111.67
74.06
108.58
109.93
86.69
114.56
113.56
77.05
113.66
108.06
56.42
103.13
93.79
39.85 $ 40.97
103.79 $ 94.08
90.38 $ 79.81
The stock price performance included in this graph is not necessarily indicative of future stock price performance.
Dividends
We have never declared nor paid cash dividends on our Class A common stock. We currently do not intend
to pay cash dividends in the foreseeable future.
ITEM 6. SELECTED FINANCIAL DATA (Dollars in thousands, except per share data and unless otherwise
indicated)
The Selected Consolidated Statements of Operations Data for the years ended December 31, 2018, 2017
and 2016 and the Selected Consolidated Balance Sheet Data as of December 31, 2018 and 2017 were derived from
our Consolidated Financial Statements included in Item 8 of this Form 10-K. The Selected Consolidated Statements
of Operations Data for the year ended December 31, 2015 and the Selected Consolidated Balance Sheet Data as of
December 31, 2016 were derived from our audited Consolidated Financial Statements not included in this Form 10-
K. Our historical results are not necessarily indicative of the results to be expected in the future. You should read the
following financial information together with the information under Item 7 "Management's Discussion and Analysis
of Financial Condition and Results of Operations" and the Consolidated Financial Statements and related notes
included in Item 8.
GS Holdings and GSLLC are our predecessors for accounting purposes and, accordingly, amounts prior to
the Reorganization Transactions and IPO represent the historical consolidated operations of either GS Holdings or
GSLLC and its subsidiaries. The amounts as of December 31, 2018 and during the period from May 24, 2018
through December 31, 2018 represent those of consolidated GreenSky, Inc. and its subsidiaries. Prior to the
Reorganization Transactions and IPO, GreenSky, Inc. did not engage in any business or other activities except in
connection with its formation and initial capitalization. See Note 1 to the Consolidated Financial Statements in Item
8 for further information on our organization.
42
Selected Consolidated Statements of Operations Data:
2018
2017
2016
2015
Total revenue
$
414,673
$
325,887
$
263,865
$
173,457
Year Ended December 31,
Cost of revenue (exclusive of depreciation and amortization)
Total costs and expenses
Operating profit
Total other income/(expense), net
Income before income tax expense
Income tax expense
Net income
Net income attributable to noncontrolling interests
Net income attributable to GreenSky, Inc.
Earnings per share of Class A common stock(1):
Basic
Diluted
160,439
261,883
152,790
(19,276)
133,514
5,534
127,980
103,724
24,256
$
$
0.43
0.41
89,708
180,288
145,599
(6,931)
138,668
—
138,668
N/A
N/A
N/A
N/A
79,145
144,054
119,811
4,653
124,464
—
124,464
N/A
N/A
N/A
N/A
36,506
80,351
93,106
713
93,819
—
93,819
N/A
N/A
N/A
N/A
(1) Basic and diluted earnings per share of Class A common stock are applicable only for the period from May 24, 2018 through
December 31, 2018, which is the period following the Reorganization Transactions and IPO. See Note 2 to the Consolidated Financial
Statements in Item 8 for further information.
Selected Consolidated Balance Sheet Data:
Cash and cash equivalents
Restricted cash
Loan receivables held for sale, net
Deferred tax assets, net
Total assets
Finance charge reversal liability
Term loan
Tax receivable agreement liability
Total liabilities
Total temporary equity
Noncontrolling interest
Total permanent equity (deficit)
Total liabilities, temporary equity and permanent equity (deficit)
$
$
December 31,
2017
2018
$
303,390
155,109
2,876
306,979
802,905
138,589
386,822
260,901
837,670
—
(60,349)
(34,765)
802,905
224,614
129,224
73,606
—
462,889
94,148
338,263
—
488,928
430,348
—
(456,387)
462,889
2016
185,243
42,871
41,268
—
302,205
68,064
—
—
89,995
335,720
—
(123,510)
302,205
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (Dollars in thousands, except per share data and unless otherwise indicated)
You should read the following discussion and analysis of our financial condition and results of operations
together with our Consolidated Financial Statements and related notes included in Item 8 of this Form 10-K. This
discussion and analysis contains forward-looking statements based upon current plans, expectations and beliefs
involving risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-
looking statements as a result of various important factors, including those set forth under Part I, Item 1A.“Risk
Factors” in this Form 10-K.
Organization
GreenSky, Inc. was formed as a Delaware corporation on July 12, 2017. The Company was formed for the
purpose of completing an IPO of its Class A common stock and certain Reorganization Transactions (as detailed
below) in order to carry on the business of GS Holdings and its consolidated subsidiaries. GS Holdings, a holding
43
company with no operating assets or operations, was organized in August 2017. On August 24, 2017, GS Holdings
acquired a controlling interest in GSLLC, a Georgia limited liability company, which is an operating entity.
Common membership interests of GS Holdings are referred to as "Holdco Units." See Note 1 to the Consolidated
Financial Statements in Item 8 for a detailed discussion of the Reorganization Transactions, as defined in that note,
and the IPO.
Executive Summary
For a Company overview, see Part I, Item 1. "Business."
We have achieved significant growth in active merchants, transaction volume and total revenue, which has
resulted in strong net income and Adjusted EBITDA. Our low-cost go-to-market strategy, coupled with our
recurring revenue model, has helped us generate strong margins. Transaction volume (as defined below) was $5.0
billion during the year ended December 31, 2018, representing an increase of 34% from $3.8 billion during the year
ended December 31, 2017, which in turn increased by 31% from $2.9 billion during the year ended December 31,
2016.
Active merchants totaled 14,907 as of December 31, 2018, representing an increase of 37% from 10,891 as
of December 31, 2017, which in turn represented an increase of 48% from 7,361 as of December 31, 2016. Our
total revenue of $414.7 million during the year ended December 31, 2018 represented an increase of 27% from
$325.9 million during the year ended December 31, 2017, which in turn represented an increase of 24% from
$263.9 million during the year ended December 31, 2016.
Our net income of $128.0 million during the year ended December 31, 2018 decreased by 8% from $138.7
million during the year ended December 31, 2017, which in turn increased by 11% from $124.5 million during the
year ended December 31, 2016. The decrease in 2018 was primarily attributable to the fair value change in FCR
liability, higher interest expense and, to a lesser extent, income tax expense in the current year.
Our Adjusted EBITDA (as defined below) increased by 8% to $171.5 million during the year ended
December 31, 2018 from $159.4 million during the year ended December 31, 2017, which in turn increased by 22%
from $130.7 million during the year ended December 31, 2016.
Information regarding our use of Adjusted EBITDA, a non-GAAP measure, and a reconciliation of
Adjusted EBITDA to net income, the most comparable GAAP (as defined below) measure, is included in "Non-
GAAP Financial Measures."
Non-GAAP Financial Measures
In addition to financial measures presented in accordance with United States generally accepted accounting
principles (“GAAP”), we monitor Adjusted EBITDA to manage our business, make planning decisions, evaluate
our performance and allocate resources. We define “Adjusted EBITDA” as net income before interest expense,
taxes, depreciation and amortization, adjusted to eliminate equity-based compensation and payments and certain
non-cash and non-recurring expenses.
We believe that Adjusted EBITDA is one of the key financial indicators of our business performance over
the long term and provides useful information regarding whether cash provided by operating activities is sufficient
to maintain and grow our business. We believe that this methodology for determining Adjusted EBITDA can
provide useful supplemental information to help investors better understand the economics of our business.
Adjusted EBITDA has limitations as an analytical tool and should not be considered in isolation from, or as
a substitute for, the analysis of other GAAP financial measures, such as net income. Some of the limitations of
Adjusted EBITDA include:
•
•
•
It does not reflect our current contractual commitments that will have an impact on future cash flows;
It does not reflect the impact of working capital requirements or capital expenditures; and
It is not a universally consistent calculation, which limits its usefulness as a comparative measure.
Management compensates for the inherent limitations associated with using the measure of Adjusted
EBITDA through disclosure of such limitations, presentation of our financial statements in accordance with GAAP
44
and reconciliation of Adjusted EBITDA to the most directly comparable GAAP measure, net income, as presented
below.
Net income
Interest expense
Tax expense(1)
Depreciation and amortization
Equity-related expense(2)
Fair value change in servicing liabilities(3)
Non-recurring transaction expenses(4)
Year Ended December 31,
2018
2017
2016
$
127,980
$
138,668
$
124,464
23,584
6,106
4,478
6,054
945
2,393
7,536
309
3,983
4,253
2,071
2,612
—
281
3,708
2,288
—
—
Adjusted EBITDA
$
171,540
$
159,432
$
130,741
(1)
(2)
(3)
(4)
Includes both corporate and non-corporate tax expense. Non-corporate tax expense is included within general and administrative
expenses in our Consolidated Statements of Operations included in Item 8. Prior to the IPO and Reorganization Transactions, we did not
have any corporate income tax expense.
Includes equity-based compensation to employees and directors, as well as equity-based payments to non-employees.
Includes the non-cash impact of the initial recognition of servicing liabilities and subsequent fair value changes in such servicing
liabilities during the periods presented. See Note 3 to the Consolidated Financial Statements included in Item 8 for additional discussion
of our servicing liabilities.
In 2018, non-recurring transaction expenses include certain costs associated with the Reorganization Transactions and our IPO, which
were not deferrable against the proceeds of the IPO. Further, certain costs related to our March 2018 term loan upsizing were expensed
as incurred, rather than deferred against the balance of the term loan and, therefore, are being added back to net income given the non-
recurring nature of these expenses. In 2017, non-recurring transaction expenses include one-time fees paid to an affiliate of one of the
members of the board of managers in conjunction with the August 2017 term loan transaction.
Further, we utilize Pro Forma Net Income, which we define as consolidated net income, adjusted for non-
recurring transaction expenses and incremental pro forma tax expense assuming all of our noncontrolling interests
were subject to income taxation. Pro Forma Net Income is a useful measure because it makes our results more
directly comparable to public companies that have the vast majority of their earnings subject to corporate income
taxation.
Pro Forma Net Income has limitations as an analytical tool and should not be considered in isolation from,
or as a substitute for, the analysis of other GAAP financial measures, such as net income. Some of the limitations of
Pro Forma Net Income include:
•
•
It makes assumptions about tax expense, which may differ from actual results;
It is not a universally consistent calculation, which limits its usefulness as a comparative measure.
Management compensates for the inherent limitations associated with using the measure of Pro Forma Net
Income through disclosure of such limitations, presentation of our financial statements in accordance with GAAP
and reconciliation of Pro Forma Net Income to the most directly comparable GAAP measure, net income, as
presented below.
Net income
Non-recurring transaction expenses(1)
Incremental pro forma tax expense(2)
Pro Forma Net Income
Year Ended December 31,
2018
2017
2016
$
$
127,980
$
2,393
(21,248)
138,668
2,612
(54,266)
109,125
$
87,014
$
124,464
—
(48,093)
76,371
(1)
In 2018, non-recurring transaction expenses include certain costs associated with the Reorganization Transactions and our IPO, which
were not deferrable against the proceeds of the IPO. Further, certain costs related to our March 2018 term loan upsizing were expensed
45
as incurred, rather than deferred against the balance of the term loan and, therefore, are being added back to net income given the non-
recurring nature of these expenses. In 2017, non-recurring transaction expenses include one-time fees paid to an affiliate of one of the
members of the board of managers in conjunction with the August 2017 term loan transaction.
(2) Represents the incremental tax effect on net income, adjusted for non-recurring transaction expenses, assuming that all consolidated net
income was subject to corporate taxation for the periods presented. For the years ended December 31, 2018, 2017 and 2016, we assumed
effective tax rates of 19.7%, 38.4% and 38.6%, respectively.
Business Metrics
We review a number of operating and financial metrics to evaluate our business, measure our performance,
identify trends, formulate plans and make strategic decisions, including the following.
Active Merchants
Number (at end of period)
Percentage increase
Transaction Volume
Dollars (in millions)
Percentage increase
Loan Servicing Portfolio
Dollars (in millions, at end of period)
Percentage increase
Cumulative Consumer Accounts
Number (at end of period)
Percentage increase
Year Ended December 31,
2017
2018
2016
14,907
37%
10,891
48%
7,361
$
$
5,030
$
3,767
$
2,882
34%
31%
7,341
$
5,390
$
3,832
36%
41%
2,240,065
1,565,166
1,077,400
43%
45%
Active Merchants. We define active merchants as home improvement merchants and healthcare providers
that have submitted at least one consumer application during the 12 months ended at the date of measurement.
Because our transaction volume is a function of the size, engagement and growth of our merchant network, active
merchants, in aggregate, are an indicator of future revenue and profitability, although they are not directly
correlated.
Transaction Volume. We define transaction volume as the dollar value of loans facilitated on our platform
during a given period. Transaction volume is an indicator of revenue and overall platform profitability and has
grown substantially in the past several years.
Loan Servicing Portfolio. We define our loan servicing portfolio as the aggregate outstanding consumer
loan balance (principal plus accrued interest and fees) serviced by our platform at the date of measurement. Our
loan servicing portfolio is an indicator of our servicing activities. The average loan servicing portfolio for the years
ended December 31, 2018, 2017 and 2016 was $6,303 million, $4,501 million and $3,156 million, respectively.
Cumulative Consumer Accounts. We define cumulative consumer accounts as the aggregate number of
consumer accounts approved on our platform since our inception, including accounts with both outstanding and
zero balances. Although not directly correlated to revenue, cumulative consumer accounts is a measure of our brand
awareness among consumers, as well as the value of the data we have been collecting from such consumers since
our inception. We may use this data to support future growth by cross-marketing products and delivering potential
additional customers to merchants that may not have been able to source those customers themselves.
Factors Affecting our Performance
Growth in Active Merchants and Transaction Volume. Growth trends in active merchants and transaction
volume are highly significant variables directly affecting our revenue and financial results. Both factors influence
the number of loans funded on our platform and, therefore, the fees that we earn and the per-unit cost of the services
that we provide. Growth in active merchants and transaction volume depend on our ability to retain our existing
platform participants, add new participants and expand to new industry verticals. To support our efforts to increase
our network of merchants, we continue to expand our sales and marketing groups, which focus on merchant
46
acquisition. Our sales and marketing team has collectively grown to 160 full-time-equivalents as of December 31,
2018 from 114 full-time-equivalents as of December 31, 2017 and 66 full-time-equivalents as of December 31,
2016.
Increasing Bank Partner Commitments. Bank Partner funding commitments are integral to the success of
our ecosystem, as they allow us to facilitate more financing, which enables us to serve more merchants and
consumers. Our ability to increase transaction volume and expand our loan servicing portfolio is dependent on
securing sufficient commitments from our Bank Partners and adding new Bank Partners. As of December 31, 2018,
we had maximum commitments of approximately $11.8 billion in the aggregate from our Bank Partners, $4.8
billion of which were unused. Our efforts to grow existing commitments from our Bank Partners and to attract new
Bank Partners are integral parts of our strategy. As we add new Bank Partners, the use of their full commitments are
often phased in over time.
Performance of the Loans our Bank Partners Originate. While our Bank Partners bear substantially all of
the credit risk on their wholly-owned loan portfolios, Bank Partner credit losses and prepayments impact our
profitability as follows:
• Our contracts with our Bank Partners entitle us to incentive payments when the finance charges billed to
borrowers exceed the sum of an agreed-upon portfolio yield, a fixed servicing fee and realized credit losses.
This incentive payment varies from month to month, primarily due to the amount of realized credit losses.
• With respect to deferred interest loans, we bill the consumer for interest throughout the deferred interest
promotional period, but the consumer is not obligated to pay any interest if the loan is repaid in full before
the end of the promotional period. We are obligated to remit this accumulated billed interest to our Bank
Partners to the extent the loan principal balances are paid off within the promotional period (each event, a
finance charge reversal or "FCR") even though the interest billed to the consumer is reversed. Our
maximum FCR liability is limited to the gross amount of finance charges billed during the promotional
period, offset by the collection of incentive payments from our Bank Partners during such period, proceeds
received from transfers of previously charged-off loan receivables ("Charged-Off Receivables") and
recoveries on unsold charged-off receivables. Our profitability is impacted by the difference between the
cash collected from the incentive payments and Charged-Off Receivables, and the cash to be remitted on a
future date to settle our FCR liability. Our FCR liability quantifies our expected future obligation to remit
billed interest with respect to deferred interest loans.
• If credit losses exceed an agreed-upon threshold, we make limited payments to our Bank Partners. Our
maximum financial exposure is contractually limited to the escrow that we establish with each Bank
Partner, which represented a weighted average target rate of 1.3% of the total outstanding loan balance as of
December 31, 2018. Cash set aside to meet this requirement is classified as restricted cash in our
Consolidated Balance Sheets.
For further discussion of our sensitivity to the credit risk exposure of our Bank Partners, see Item 7A
“Quantitative and Qualitative Disclosure About Market Risk—Credit risk.”
General Economic Conditions and Industry Trends. Our results of operations are impacted by the relative
strength of the overall economy and its effect on unemployment, consumer spending behavior and consumer
demand for our merchants’ products and services. As general economic conditions improve or deteriorate, the
amount of consumer disposable income tends to fluctuate, which, in turn, impacts consumer spending levels and the
willingness of consumers to take out loans to finance purchases. Specific economic factors, such as interest rate
levels, changes in monetary and related policies, market volatility, consumer confidence and, particularly,
unemployment rates, also influence consumer spending and borrowing patterns. In addition, trends within the
industry verticals in which we operate affect consumer spending on the products and services our merchants offer in
those industry verticals. For example, the strength of the national and regional real estate markets and trends in new
and existing home sales impact demand for home improvement goods and services and, as a result, the volume of
loans originated to finance these purchases. In addition, trends in healthcare costs, advances in medical technology
and increasing life expectancy are likely to impact demand for elective medical procedures and services.
Seasonality. See Part I, Item 1. "Business", for a seasonality discussion.
47
Components of Results of Operations
Revenue
We generate a substantial majority of our total revenue from transaction fees paid by merchants each time a
consumer utilizes our platform to finance a purchase and, to a lesser extent, from fixed servicing fees on our loan
servicing portfolio.
Transaction fees. We earn a specified transaction fee in connection with each purchase made by a consumer
based on a loan’s terms and promotional features. Transaction fees are billed to, and collected directly from, the
merchant and are considered to be earned at the time of the merchant’s transaction with the consumer. We also may
earn a specified interchange fee in connection with purchases in which payments are processed through a credit
card payment network.
Servicing and other. We earn a specified servicing fee from providing professional services to manage loan
portfolios on behalf of our Bank Partners. We are entitled to collect servicing fees as part of the servicing
agreements with our Bank Partners, which are paid monthly based upon an annual fixed percentage of the
outstanding Bank Partner loan portfolio balance.
Cost of Revenue (exclusive of depreciation and amortization expense)
Origination and servicing costs. Origination and servicing costs consist primarily of compensation and
benefits related to activities such as customer service and merchant underwriting. In addition, we incur processing
fees on each transaction processed by our third-party transaction processor, costs for printing and postage related to
consumer statement production, customer protection expenses when we compensate a Bank Partner if a merchant
does not fulfill its obligation to the end consumer, and other costs related to consumer application review.
Fair value change in FCR liability. Deferred interest loan products, which historically have represented a
substantial portion of our transaction volume, have a feature whereby the consumer borrower is provided a
promotional period to repay the loan principal balance in full without incurring finance charges. We bill interest
each month to the consumer throughout the promotional period and, if the loan is repaid in full before the end of the
promotional period, the interest billed to the consumer is reversed. Under the terms of our contracts with our Bank
Partners, we are obligated to remit this reversed billed interest to the Bank Partners.
The monthly billing of interest on deferred interest loan products triggers a potential future FCR liability for
us, which qualifies as an embedded derivative. Fair value changes reflect the increase or decrease in our expected
obligation to return billed interest to our Bank Partners in the future. Fair value changes in the FCR liability are
partially offset by the receipt of monthly incentive payments from Bank Partners during the promotional period,
which vary from month to month.
Our total FCR liability is recorded in our Consolidated Balance Sheets and is calculated at the end of each
period as the following:
• FCR liability beginning balance, plus
• Receipts, which are comprised of: (i) incentive payments from Bank Partners, (ii) cash proceeds from
transfers of rights to Charged-Off Receivables, and (iii) recoveries on previously charged-off loans not yet
transferred. Incentive payments from Bank Partners are the surplus of finance charges billed to borrowers
over an agreed-upon portfolio yield, a fixed servicing fee and realized net credit losses. Transfers of
Charged-Off Receivables are cash payments we receive from third parties and Bank Partners for recovery
interests in previously charged-off Bank Partner loans; minus
• Settlements, which represent the remittance of previously billed, but uncollected finance charges for loans
that were paid off within the promotional period, plus
• Fair value change in FCR liability, which is indicative of future expected settlements not collected in
receipts, equals
• FCR liability ending balance.
48
See Note 3 to the Consolidated Financial Statements included in Item 8 for additional information on our
FCR liability, including a qualitative discussion of the impact to the fair value of our FCR liability resulting from
changes in the finance charge reversal rate. See Item 7A “Quantitative and Qualitative Disclosures about Market
Risk—Credit risk” for additional information on the sensitivity of the fair value of our FCR liability to portfolio net
credit losses.
Operating Expenses
Compensation and benefits. Compensation and benefits expenses primarily consist of salaries, benefits and
share-based compensation for all cost centers not already included in cost of revenue, such as information
technology, sales and marketing, product management and all overhead related activities.
Sales and marketing. Sales and marketing expenses, which exclude compensation and benefits, primarily
relate to promotional activities and travel related expenses. The majority of our sales and marketing spend is
“business-to-business” related, as we primarily attract new merchants to our program through trade shows, on-site
visits with prospective merchants and other means.
Property, office and technology. Property, office and technology expenses primarily relate to technology,
telecommunications and third party rent expense. These costs also include maintenance and security expenses
associated with our facilities.
Depreciation and amortization. Depreciation and amortization expense is related to capitalizable computer
hardware, furniture and leasehold improvements, as well as software, which is primarily internally developed.
Computer hardware and software are expensed over three years, furniture is expensed over five years, and leasehold
improvements are expensed over the shorter of the expected life of the asset or the remaining lease term.
General and administrative. General and administrative expenses primarily consist of legal, accounting,
consulting and other professional services, recruiting and non-sales and marketing travel costs, as well as expenses
related to our financial guarantee.
Related party expenses. Related party expenses, on a recurring basis, primarily consist of rent expense, as
we lease one office space from a related party. In addition, we have made equity and transaction-based payments to
certain related parties and have professional services agreements with related parties.
49
Results of Operations Summary
Revenue
Transaction fees
Servicing and other
Total revenue
Costs and expenses
Cost of revenue (exclusive of
depreciation and amortization shown
separately below)
Compensation and benefits
Sales and marketing
Property, office and technology
Depreciation and amortization
General and administrative
Related party expenses
Total costs and expenses
Operating profit
Year Ended December 31,
2018 vs. 2017
2017 vs. 2016
2018
2017
2016
$ Change % Change
$ Change % Change
Variance
$ 348,904
$ 278,958
$ 228,446
$
69,946
25 % $
50,512
65,769
414,673
46,929
325,887
35,419
263,865
18,840
88,786
40 %
27 %
11,510
62,022
22 %
32 %
24 %
13 %
37 %
103 %
26 %
7 %
40 %
187 %
25 %
22 %
(249)%
11 %
— %
11 %
N/A
N/A
160,439
62,360
3,781
13,199
4,478
15,414
2,212
89,708
54,650
2,198
10,062
3,983
14,876
4,811
261,883
152,790
180,288
145,599
79,145
39,836
1,085
8,000
3,708
10,602
1,678
144,054
119,811
70,731
7,710
1,583
3,137
495
538
(2,599)
81,595
7,191
79 %
14 %
72 %
31 %
12 %
4 %
(54)%
45 %
5 %
178 %
(4)%
N/A
10,563
14,814
1,113
2,062
275
4,274
3,133
36,234
25,788
(11,584)
14,204
—
Other income/(expense), net
(19,276)
(6,931)
4,653
(12,345)
Income before income tax expense
133,514
138,668
124,464
5,534
—
—
(5,154)
5,534
Income tax expense
Net income
$ 127,980
$ 138,668
$ 124,464
$ (10,688)
(8)% $
14,204
Less: Net income attributable to
noncontrolling interests
103,724
Net income attributable to GreenSky,
Inc.
$
24,256
Earnings per share of Class A common stock(1)
Basic
Diluted
$
$
0.43
0.41
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
(1) Basic and diluted earnings per share of Class A common stock are applicable only for the period from May 24, 2018 through
December 31, 2018, which is the period following the Reorganization Transactions and IPO. See Note 2 to the Consolidated Financial
Statements in Item 8 for further information.
Years Ended December 31, 2018, 2017 and 2016
Total Revenue
2018 vs. 2017. Total revenue increased during the year ended December 31, 2018 compared to 2017
primarily due to an increase in transaction fees. During the year ended December 31, 2018, transaction volume
increased by 34% compared to 2017. The impact of higher transaction volume was offset by a decrease in
transaction fees earned per dollar originated to 6.94% during the year ended December 31, 2018 from 7.40% during
2017. More recently, our transaction fee rate increased to 7.11% in the fourth quarter of 2018 from 6.91% in the
third quarter of 2018.
The period over period transaction fee rate decline is related to the types of loans originated on our
platform. Loans with lower interest rates generally carry relatively higher transaction fee rates. Conversely, loans
with higher interest rates generally carry relatively lower transaction fee rates. The mix of loans offered by
merchants generally varies by merchant category, and is dependent on merchant and consumer behavior. Therefore,
shifts in merchant mix have a direct impact on our transaction fee rates. During the year ended December 31, 2018
50
relative to 2017, there was a shift in loan originations from lower to higher annual percentage yields and shifts in
merchant mix, which resulted in the decrease in transaction fees earned per dollar originated.
The increase in servicing and other revenue was primarily attributable to the 36% increase in our loan
servicing portfolio. We earn fixed servicing fees from our Bank Partners on our loan servicing portfolio.
2017 vs. 2016. Total revenue increased during the year ended December 31, 2017 compared to 2016
primarily due to an increase in transaction fees. During the year ended December 31, 2017, transaction volume
increased by 31% compared to 2016. The impact of higher transaction volume was offset by a decrease in
transaction fees earned per dollar originated to 7.40% during the year ended December 31, 2017 from 7.93% during
2016, which was due to similar factors as outlined in the foregoing 2018 vs. 2017 variance discussion.
The increase in servicing and other revenue was primarily attributable to the 41% increase in our loan
servicing portfolio.
Cost of Revenue (exclusive of depreciation and amortization expense)
Year Ended December 31,
2017
2018
2016
Origination related
Servicing related
Fair value change in FCR liability
$
Total cost of revenue (exclusive of depreciation and amortization expense)
$
Origination related
28,080
35,481
96,878
160,439
$
$
21,292
25,121
43,295
89,708
$
$
19,094
18,548
41,503
79,145
Origination related costs typically include expenses related to our customer service staff that supports Bank
Partner loan originations, credit and identity verification, loan document delivery, transaction processing and
customer protection expenses.
2018 vs. 2017. Origination related expenses increased by 32% during the year ended December 31, 2018
compared to 2017, which supported our 34% year over year transaction volume growth. The drivers of the increase
in origination related expenses primarily related to customer protection expenses (which are recognized when the
Company determines that a merchant did not fulfill its obligation to the end consumer and compensates a Bank
Partner for the applicable portion of the loan principal balance), underwriting expenses, transaction processing
expenses and customer service staff expenses.
2017 vs. 2016. Origination related expenses increased by 12% during the year ended December 31, 2017
compared to 2016. Notable increases period over period related to transaction processing expenses of $0.6 million
and underwriting expenses of $0.4 million.
Servicing related
These costs are primarily reflective of the cost of our personnel (including dedicated call center personnel),
printing and postage.
2018 vs. 2017. Servicing related expenses increased by 41% during the year ended December 31, 2018
compared to 2017, which supported our 36% loan servicing portfolio growth.
2017 vs. 2016. Servicing related expenses increased by 35% during the year ended December 31, 2017
compared to 2016, in line with our 41% loan servicing portfolio growth.
51
Fair value change in FCR liability
The following table reconciles the beginning and ending measurements of our FCR liability and highlights
the activity that drove the fair value change in FCR liability included in our cost of revenue.
Beginning balance
Receipts
Settlements
Fair value changes recognized in cost of revenue
Ending balance
Year Ended December 31,
2017
2018
2016
$
$
94,148
$
68,064
$
49,459
129,153
(181,590)
109,818
(127,029)
96,878
138,589
$
43,295
94,148
$
79,508
(102,406)
41,503
68,064
Further detail regarding our receipts is provided below for the years indicated:
Incentive payments(1)
Proceeds from Charged-Off Receivables transfers
Recoveries on unsold charged-off receivables(2)
Total receipts(3)
Year Ended December 31,
2017
2018
2016
$
$
$
99,368
26,692
3,093
$
83,189
18,968
7,661
79,508
—
—
129,153
$
109,818
$
79,508
(1) Excludes certain recoveries on previously charged-off Bank Partner loans, which are presented within the "recoveries on unsold
charged-off receivables" line item within this tabular disclosure.
(2) Represents recoveries on previously charged-off Bank Partner loans. Prior to 2017, recoveries on previously charged-off Bank Partner
loans were included in incentive payments.
(3) During the years ended December 31, 2018 and 2017, we collected recoveries on previously charged-off and transferred Bank Partner
loans of $14,802 and $2,966, respectively, on behalf of our Charged-Off Receivables investors, which are excluded from receipts, as
they do not impact our fair value change in FCR liability. We did not have any transfers of Charged-Off Receivables during 2016.
2018 vs. 2017. The $53.6 million, or 124%, increase in the fair value change in FCR liability recognized in
cost of revenue during the year ended December 31, 2018 compared to 2017 was primarily a function of deferred
interest product finance charges outpacing receipts. Billed finance charges on loans in promotional status totaled
$173.3 million as of December 31, 2018 compared to $115.5 million as of December 31, 2017, an increase of 50%.
Comparatively, receipts of $129.2 million during 2018 increased only 18% from $109.8 million during 2017. The
higher growth rate in deferred interest product finance charges has led to a material change in expense period over
period. Receipts did not rise proportionally with deferred interest billed finance charges primarily because of an
increase in Bank Partner portfolio credit losses and an increase in the agreed upon Bank Partner portfolio yield in
2018 relative to 2017 associated with rising interest rates.
2017 vs. 2016. The $1.8 million, or 4%, increase in the fair value change in FCR liability recognized in cost
of revenue during the year ended December 31, 2017 compared to 2016 was reflective of receipts keeping pace
with deferred interest product finance charges. As of December 31, 2017, we had $115.5 million of billed finance
charges on loans in promotional status, an increase of $32.0 million, or 38%, compared to $83.5 million as of
December 31, 2016. FCR related receipts were $109.8 million during the year ended December 31, 2017, an
increase of $30.3 million, or 38%, compared to 2016. A portion of the increase was related to cash proceeds from
transfers of Charged-Off Receivables of $19.0 million during the year ended December 31, 2017. We did not have
any such transfers during 2016. The remaining increase in receipts was primarily attributable to incentive payments
from Bank Partners, which were driven by growth in our loan servicing portfolio.
Compensation and benefits
2018 vs. 2017. Compensation and benefits expense increased for the year ended December 31, 2018
compared to 2017 primarily due to increased headcount. Headcount for employees not included in cost of revenue
averaged 420 in the year ended December 31, 2018 compared to 346 in 2017, an increase of 21%. The headcount
52
effect was partially offset by an incremental expense benefit of $2.5 million in the year ended December 31, 2018
compared to 2017 due to an increase in capitalized internally-developed software.
2017 vs. 2016. Compensation and benefits expense increased for the year ended December 31, 2017
compared to 2016 primarily due to increased headcount. Headcount for employees not included in cost of revenue
averaged 346 in the year ended December 31, 2017 compared to 263 in 2016, an increase of 32%.
Share-based compensation expense is included in compensation and benefits expense. See Note 11 to the
Consolidated Financial Statements in Item 8 for details of our share-based compensation awards, including
unrecognized compensation costs as of December 31, 2018, and the weighted average remaining service period
over which those costs will be recognized, which will impact compensation and benefits expense in future periods.
Sales and marketing
These expenditures reflect our continued efforts to increase brand recognition and communicate our
program benefits to new and prospective merchants, and do not include compensation related items.
2018 vs. 2017. Sales and marketing expense increased during the year ended December 31, 2018 compared
to 2017 primarily due to an increase in trade show attendance and advertising fees, as well as sales and marketing
related travel expenses.
2017 vs. 2016. Sales and marketing expense increased during the year ended December 31, 2017 compared
to 2016 primarily due to an increase in trade show attendance and travel expenses and expenses unique to 2017
related to increased digital marketing efforts.
Property, office and technology
2018 vs. 2017. Property, office and technology expense increased during the year ended December 31, 2018
compared to 2017 primarily driven by increases of $1.7 million in hosting and software subscriptions, licensing,
maintenance and support costs and $1.2 million associated with technology contractor and consulting expense.
2017 vs. 2016. Property, office and technology expense increased during the year ended December 31, 2017
compared to 2016 primarily driven by increases of $1.4 million in hosting and software licensing and subscription
costs, $0.3 million in external software development and consulting and $0.2 million in rent expense.
Depreciation and amortization
2018 vs. 2017. Depreciation and amortization expense increased during the year ended December 31, 2018
compared to 2017 primarily driven by increases over time in capitalized internally-developed software and
increases over time in depreciation expense from our growing infrastructure needs.
2017 vs. 2016. Depreciation and amortization expense increased during the year ended December 31, 2017
compared to 2016 primarily driven by increases in computer hardware and leasehold improvement spend to support
our growing infrastructure needs.
General and administrative
2018 vs. 2017. General and administrative expense increased during the year ended December 31, 2018
compared to 2017 primarily related to $1.1 million in third party costs, including debt arrangement costs, associated
with the amendment of our Credit Agreement (as defined below) incurred during 2018 and increased bad debt
expense associated with our transaction fees of $0.5 million. In addition, we had increases in accounting, advisory,
legal and insurance costs of $2.1 million attributable to the costs of the Reorganization Transactions and being a
public company.
The above 2018 increases were offset by $2.0 million in financial advisory fees unique to 2017 in
connection with increasing one of our Bank Partner funding commitments, as well as a $1.2 million decrease in
financial guarantee expense associated with our Bank Partner relationships.
53
2017 vs. 2016. General and administrative expense increased during the year ended December 31, 2017
compared to 2016 due in part to a $1.0 million increase in financial advisory fees paid in connection with increasing
one of our Bank Partner funding commitments. Further, an increase of $2.8 million year over year was attributable
to legal and accounting fees primarily incurred in preparation of becoming a public company. Lastly, financial
guarantee expense related to our Bank Partner relationships increased $2.0 million year over year due to declines in
Bank Partner loan credit performance. These costs were offset by a decrease in compliance costs primarily related
to a $1.0 million one-time state licensing requirement in 2016.
Related party expenses
2018 vs. 2017. Related party expense decreased during the year ended December 31, 2018 compared to
2017 primarily driven by $2.6 million in fees incurred during 2017 to pay an affiliate of one of the members of the
GS Holdings board of managers in connection with finalizing our August 2017 term loan transaction. These costs
were not directly attributable to the term loan and, therefore, were expensed as incurred, rather than deferred against
the term loan balance.
2017 vs. 2016. Related party expense increased during the year ended December 31, 2017 compared to
2016 primarily driven by the aforementioned $2.6 million in fees due to an affiliate of one of the members of the
GS Holdings board of managers in connection with finalizing our August 2017 term loan transaction. Further, rent
expense increased $0.4 million related to an increase in the amount of space that we lease from a related party to
accommodate our growing workforce.
Other income/(expense), net
2018 vs. 2017. The $12.3 million increase in total other expense, net during the year ended December 31,
2018 compared to 2017, was primarily due to the below.
Interest expense increased $16.0 million during the year ended December 31, 2018 compared to 2017
primarily due to a full year of interest expense incurred in 2018 on our term loan compared to approximately four
months of interest in 2017, as our term loan was originally established in August 2017 and was amended in March
2018.
Interest and dividend income increased $0.9 million during the year ended December 31, 2018 compared to
2017 due to higher average interest and dividend earning cash and cash equivalents balances, which resulted in
higher income of $1.6 million year over year. This increase was partially offset by lower loan receivables held for
sale interest income of $0.7 million year over year, which primarily resulted from a lower average gross balance of
loan receivables held for sale, as we had higher sales of loan receivables held for sale during 2018.
Other losses declined $2.8 million during the year ended December 31, 2018 compared to 2017 primarily
due to $0.9 million lower loan receivables held for sale charge-off expense and $0.5 million lower losses on the sale
of loan receivables held for sale during 2018 compared to 2017. Further, we had $1.1 million less fair value
adjustments on our servicing liabilities in 2018.
2017 vs. 2016. The change from $4.7 million of other income during the year ended December 31, 2016 to
$6.9 million of other expense during 2017 was largely driven by interest expense of $7.5 million incurred in 2017
related to the term loan, which was established in 2017, and the Credit Facility (as defined below), which was both
established and terminated in 2017. The $2.1 million decrease in interest income for 2017 compared to 2016 was
largely driven by a lower average balance of loan receivables held for sale combined with lower average annual
percentage yield. Further, the $1.9 million increase in other losses was primarily driven by a loss of $2.1 million in
2017 related to the impacts of the initial recognition of, and subsequent fair value changes in, our servicing
liabilities associated with transfers of Charged-Off Receivables, which was not relevant to the 2016 period.
See Note 7 to the Consolidated Financial Statements in Item 8 for additional information regarding our
borrowings.
Tax expense
Prior to the Reorganization Transactions and the IPO, the Company was not subject to corporate income
taxation and, thus, did not have any corporate income tax expense in 2017 and 2016. Therefore, comparisons of the
year ended December 31, 2018 versus 2017 and the year ended December 31, 2017 versus 2016 are not meaningful.
54
The income tax expense recorded during the year ended December 31, 2018 reflects the tax expense on the net
earnings related to GreenSky, Inc.'s economic interest in GS Holdings.
Net income attributable to noncontrolling interests
Prior to the Reorganization Transactions and IPO, we did not account for noncontrolling interests and, thus,
there was no noncontrolling interest in 2017 and 2016. Therefore, comparisons of the year ended December 31,
2018 versus 2017 and the year ended December 31, 2017 versus 2016 are not meaningful. Beginning on May 24,
2018, we attributed income to the Continuing LLC Members based on their economic interest in GS Holdings,
which after adjusting for non-vested units was 70.0% as of December 31, 2018.
Financial Condition Summary
The following table presents summarized audited consolidated balance sheet data as of the dates indicated:
December 31,
2018
2017
% Change
Cash and cash equivalents
Restricted cash
Loan receivables held for sale, net
Accounts receivable, net
Related party receivables
Property, equipment and software, net
Deferred tax assets, net
Other assets
Total assets
Accounts payable
Accrued compensation and benefits
Other accrued expenses
Finance charge reversal liability
Term loan
Tax receivable agreement liability
Related party liabilities
Other liabilities
Total liabilities
Total temporary equity
Total permanent equity (deficit)
$
303,390
$
$
$
$
$
155,109
2,876
15,400
142
10,232
306,979
8,777
802,905
5,357
8,484
1,015
138,589
386,822
260,901
825
35,677
837,670
224,614
129,224
73,606
18,358
218
7,848
—
9,021
462,889
6,845
7,677
1,606
94,148
338,263
—
1,548
38,841
488,928
—
(34,765)
430,348
(456,387)
Total liabilities, temporary equity and permanent
equity (deficit)
$
802,905
$
462,889
35 %
20 %
(96)%
(16)%
(35)%
30 %
N/A
(3)%
73 %
(22)%
11 %
(37)%
47 %
14 %
N/A
(47)%
(8)%
71 %
N/A
92 %
73 %
Changes in the composition and balance of our assets and liabilities as of December 31, 2018 compared to
December 31, 2017 were principally attributable to cash and cash equivalents, restricted cash, loan receivables held
for sale, our term loan and the impacts of the TRA and the FCR liabilities. The change in cash and cash equivalents
and restricted cash is discussed within "Liquidity and Capital Resources," which appears later within this Item 7.
Loan receivables held for sale decreased primarily due to four sales during the year ended December 31,
2018 totaling $139.0 million, and was further reduced by customer payments of $22.0 million. These decreases
were partially offset by purchases of loan receivables held for sale of $93.2 million.
The increase in deferred tax assets was primarily a result of the Company having recognized a net deferred
tax asset associated with the basis difference in our investment in GS Holdings in connection with the IPO,
Reorganization Transactions and Class B common stock exchange activity. During the year ended December 31,
55
2018, we also recognized deferred tax assets related to additional tax basis increases generated from expected future
payments under our TRA (as discussed in "Liquidity and Capital Resources") and related deductions for imputed
interest on such payments. Lastly, the deferred tax asset was reduced by income tax expense of $5.5 million during
the year ended December 31, 2018.
Total liabilities increased by $348.7 million, primarily due to a tax receivable agreement liability of $260.9
million associated with the deferred tax asset discussed above, the $50.1 million impact of the modification of our
term loan in March 2018, and an increase in our FCR liability of $44.4 million. The FCR liability increase is
indicative of an increase in deferred interest loan originations in 2018 compared to 2017 and of deferred interest
loan finance charges outpacing receipts during 2018 relative to 2017. This activity is analyzed in further detail
throughout this Item 7.
The change in temporary equity was principally due to the IPO, which eliminated the redeemable aspect of
the former GS Holdings Class B and C units, as discussed in more detail in Note 17 to the Consolidated Financial
Statements in Item 8.
Total permanent equity increased primarily due to the effects of the Reorganization Transactions, net
income of $128.0 million and the impact of deferred tax adjustments of $48.2 million, most of which was related to
the exchanges of Holdco Units. These impacts were partially offset by distributions subsequent to the IPO and
Reorganization Transactions of $27.1 million and treasury stock purchases of $43.9 million.
Liquidity and Capital Resources
We are a holding company with no operations and depend on our subsidiaries for cash to fund all of our
consolidated operations, including future dividend payments, if any. We depend on the payment of distributions by
our current subsidiaries, including GS Holdings and GSLLC, which distributions may be restricted as a result of
regulatory restrictions, state law regarding distributions by a limited liability company to its members, or
contractual agreements, including agreements governing their indebtedness. For a discussion of those restrictions,
refer to Part I, Item 1A "Risk Factors - Risks Related to Our Organizational Structure."
In particular, the Credit Facility (as defined below) contains certain negative covenants prohibiting GS
Holdings and GSLLC from making cash dividends or distributions unless certain financial tests are met. In
addition, while there are exceptions to these prohibitions, such as an exception that permits GS Holdings to pay our
operating expenses, these exceptions apply only when there is not a default under the Credit Facility. We currently
anticipate that such restrictions will not impact our ability to meet our cash obligations.
Our principal source of liquidity is cash generated from operations. Historically, we had some variability in
our operating cash flows, primarily due to the timing of purchases and subsequent sales of loan receivables held for
sale. Our transaction fees are the most substantial source of our cash flows and follow a relatively predictable, short
cash collection cycle. Our short-term liquidity needs primarily include setting aside restricted cash for Bank Partner
escrow balances and interest payments on GS Holdings' Credit Facility, which consists of the term loan and
revolving loan facility under the Amended Credit Agreement (collectively referred to as the "Credit Facility"), as
defined and discussed in "Term loan and revolving loan facility." Further, in the near term, we expect our capital
expenditures to be small relative to our unrestricted cash balance. We do not anticipate any major capital
expenditures, nor are there any material trends that would have an unfavorable impact on our capital resources. We
currently generate sufficient cash from our operations to meet these short-term needs. In addition, in the future we
could use cash from our operations to purchase material amounts of loan receivables held for sale. Finally, we
expect to use cash for FCR liability settlements, which are not fully funded by the incentive payments we receive
from our Bank Partners. Our $100 million revolving loan facility is available to supplement our cash flows from
operating activities in satisfying our short-term liquidity needs.
Our most significant long-term liquidity need involves the repayment of our term loan upon maturity in
March 2025, which assuming no prepayments, will have an expected remaining unpaid principal balance of $373
million. We anticipate that our significant cash generated from operations will allow us to service this debt both for
quarterly principal repayments and the balloon payment at maturity. Should operating cash flows be insufficient for
this purpose, we will pursue other financing options. We have not made any material commitments for capital
expenditures other than those disclosed in our "Contractual Obligations" table later in this Item 7.
56
Recent material changes in the Company's capital structure included:
2018
In March 2018, we amended certain terms of our 2017 Credit Agreement, replacing the original $350.0
million term loan with a $400.0 million term loan, as well as extending the maturity date of the term loan to March
29, 2025, reducing the interest margin to 3.25% per annum and extending the maturity date of the revolving loan
facility to March 29, 2023. We contemporaneously settled the outstanding principal balance on the original term
loan with the issuance of the modified term loan. As of December 31, 2018, we had no borrowings under the $100.0
million revolving loan facility. See Note 7 to the Consolidated Financial Statements in Item 8 for additional
information on our borrowings.
In May, 2018, the Company’s Class A common stock commenced trading on the NASDAQ Stock Market in
connection with its IPO of 43,700,000 shares of its Class A common stock at a public offering price of $23.00 per
share, receiving approximately $954.8 million in net proceeds, after deducting underwriting discounts and
commissions (but not including other offering costs). See Note 1 to the Consolidated Financial Statements in Item 8
for a detailed discussion of the Reorganization Transactions that immediately preceded the IPO.
In November 2018, we commenced our board-approved $150 million share repurchase program. Through
December 31, 2018, we repurchased 4,681,211 shares of Class A common stock in open market transactions at a
cost of $43.9 million.
2017
In July 2017, GreenSky, Inc. was formed as a Delaware corporation for the purpose of completing an IPO
of its Class A common stock and certain Reorganization Transactions in order to carry on the business of GS
Holdings and its consolidated subsidiaries.
In August 2017, GS Holdings acquired a controlling interest in GSLLC, a Georgia limited liability
company, which is an operating entity.
In August 2017, we entered into a $450.0 million Credit Agreement, which provided for a $350.0 million
term loan maturing on August 25, 2024 and a $100.0 million revolving loan facility maturing on August 25, 2022.
The term loan incurred interest at an adjusted LIBOR rate, plus a margin of 4.00% per annum. As discussed above,
this Credit Agreement was amended in 2018. See Note 7 to the Consolidated Financial Statements in Item 8 for
additional information on our borrowings.
See Item 7A for a discussion of our exposure to market risk, including changes to interest rates, and credit
risk.
Cash flows
We prepare our Consolidated Statements of Cash Flows using the indirect method, under which we
reconcile net income to cash flows provided by operating activities by adjusting net income for those items that
impact net income, but may not result in actual cash receipts or payments during the period. The following table
provides a summary of our operating, investing and financing cash flows for the periods indicated.
Net cash provided by operating activities
Net cash used in investing activities
Net cash provided by (used in) financing activities
Year Ended December 31,
2018
2017
2016
$
$
$
256,426
$
(6,581) $
(145,184) $
160,394
$
(4,135) $
(30,535) $
121,943
(4,666)
725
Cash and cash equivalents and restricted cash totaled $458.5 million as of December 31, 2018, an increase
of $104.7 million from December 31, 2017. Restricted cash, which had a balance of $155.1 million as of
December 31, 2018 compared to a balance of $129.2 million as of December 31, 2017, is not available to us to fund
operations or for general corporate purposes. Cash flow activities for the year ended December 31, 2018 consisted
of $256.4 million of cash generated from operations, partially offset by $6.6 million of cash used for investing
activities and $145.2 million of cash used for financing activities. Financing activity outflows were highlighted by
57
IPO-funded equity redemptions, repurchases of Class A common stock and distributions to members, offset by
proceeds from our IPO and debt refinancing.
Our restricted cash balances as of December 31, 2018 and 2017 were comprised of three components: $98.3
million and $61.5 million, respectively, which represented the amounts that we have escrowed with Bank Partners
as limited protection to the Bank Partners in the event of excess Bank Partner portfolio credit losses; $49.8
million and $41.2 million, respectively, which represented an additional restricted cash balance that we maintained
for certain Bank Partners related to our FCR liability; and $7.0 million and $26.5 million, respectively, which
represented certain custodial in-transit loan funding and consumer borrower payments that we were restricted from
using for our operations. The restricted cash balances related to our FCR liability and our custodial balances are not
included in our evaluation of restricted cash usage, as these balances are not held as part of a financial guarantee
arrangement. See Note 13 to the Consolidated Financial Statements in Item 8 for additional information on our
restricted cash held as escrow with Bank Partners.
Cash provided by operating activities
Year ended December 31, 2018 vs. 2017. Cash flows provided by operating activities were $256.4 million
during 2018 compared to $160.4 million during 2017. Net income of $128.0 million and $138.7 million for 2018
and 2017, respectively, was adjusted for certain non-cash items of $18.3 million and $11.0 million, respectively,
which were predominantly related to depreciation and amortization, equity-based expense, fair value changes in our
servicing liabilities and deferred tax expense.
Primary sources of operating cash during both 2018 and 2017 were earnings and increases in our FCR
liability of $44.4 million and $26.1 million, respectively. The FCR liability changes were largely related to growth
in deferred interest loan originations.
An additional $70.7 million source of cash in 2018 was related to loan receivables held for sale, for which
our net receipts from customer payments and proceeds from sales well exceeded our purchases during the year.
Comparatively, loan receivables held for sale drove a $32.3 million use of cash in 2017. These results were driven
by $67.0 million higher proceeds received from sales of loan receivables held for sale during 2018 compared to
2017. In addition, the $41.4 million lower purchases of loan receivables held for sale during 2018 compared to 2017
was related to the expansion of our Bank Partner network and modification of their credit policies, enabling them to
purchase these receivables.
These changes were offset by a $11.5 million use of cash in 2018 compared to a $13.6 million source of
cash in 2017 related to transaction processing liabilities, which reflects the timing of the settlement of certain
custodial in-transit loan funding and consumer borrower payments.
Year ended December 31, 2017 vs. 2016. Cash flows provided by operating activities were $160.4 million
during 2017 compared to $121.9 million in 2016. Net income of $138.7 million and $124.5 million for 2017 and
2016, respectively, was adjusted for certain non-cash items of $11.0 million and $5.9 million, respectively, which
were predominantly related to depreciation, amortization, equity-based expense and, for 2017, the fair value change
in our servicing liabilities. Sources of operating cash in 2017 and 2016 were primarily driven by earnings and
increases in our FCR liability of $26.1 million and $18.6 million, respectively. The increases in our FCR liability
were driven largely by increases in deferred interest loan originations. Further, we had lower purchases of loan
receivables held for sale in 2017 as compared to 2016, which was reflective of the expansion of our Bank Partner
network and their credit policies. An additional source of cash in 2017 was from Bank Partner settlements.
58
Cash used in investing activities
Detail of the cash used in investing activities is included below for each year (dollars in millions).
Software
Computer hardware
Leasehold improvements
Furniture
Purchases of property, equipment and software
Year Ended December 31,
2017
2016
2018
$
$
5.4
0.8
0.2
0.2
6.6
$
$
2.3
0.8
0.5
0.5
4.1
$
$
1.1
1.4
1.7
0.5
4.7
Year ended December 31, 2018 vs. 2017. We had net cash used in investing activities of $6.6 million during
2018 compared to $4.1 million in 2017. The higher spend in 2018 was primarily related to an increase in software
expenditures, most of which were capitalized costs related to internally-developed software, which consisted
primarily of merchant experience enhancements and mobile application development. This activity was partially
offset by lower infrastructure expenditures in 2018 compared to 2017, as we did not have any material changes to
our leased premises during 2018.
Year ended December 31, 2017 vs. 2016. We had net cash used in investing activities of $4.1 million during
2017 compared to $4.7 million during 2016. The higher spend in 2016 was due to more significant spend on
computer hardware and leasehold improvements related to the build out of our current corporate headquarters, as
well as an additional build out of space at our operations center and technology locations in Georgia. These
expenditures were partially offset by higher spend in 2017 on software, which consisted primarily of improvements
to our customer payment experience and development of our capability to interact directly with customers.
Cash provided by (used in) financing activities
Our financing activities in the years presented consisted of equity and debt related transactions and
distributions, including the impact of our IPO and Reorganization Transactions, and equity activities subsequent to
the IPO and Reorganization Transactions, which primarily consisted of our purchases of treasury stock. Specifically
as it relates to distributions, GS Holdings makes tax distributions based on the estimated tax payments that its
members are expected to have to make during any given period (based upon various tax rate assumptions) and
typically are paid in January, April, June and September of each year. Special GS Holdings distributions are also
possible, which also occurred in 2018.
Year ended December 31, 2018 vs. 2017. We had net cash used in financing activities of $145.2 million
during 2018 compared to $30.5 million during 2017. In 2018, we contemporaneously settled the $349.1 million
outstanding principal balance on our original term loan with the issuance of a $400.0 million modified term loan,
net of an original issuance discount of $1.0 million. These net proceeds were offset by distributions of $141.5
million and equity transaction costs of $3.9 million during 2018. An additional significant use of cash in 2018 of
$41.8 million was related to our purchase of treasury stock.
The cash used in financing activities during 2017 was primarily related to aggregate special and tax
distributions of $561.9 million and $7.9 million of debt issuance costs associated with the original term loan. The
significantly higher distributions paid in 2017 compared to 2018 was mostly attributable to a special distribution
made from the proceeds from our original term loan in 2017.
See Note 7 to the Consolidated Financial Statements in Item 8 for additional information on our
borrowings.
Year ended December 31, 2017 vs. 2016. We had net cash used in financing activities of $30.5 million in
2017 compared to net cash provided by financing activities of $0.7 million in 2016. During 2017, proceeds from
our term loan of $346.5 million were offset by payment of debt issuance costs of $7.9 million. Further, we made
distributions to members of $561.9 million in 2017, of which $490.6 million represented special distributions from
available term loan proceeds and distributable cash on hand and $71.3 million represented member tax
distributions. Finally, we issued temporary equity that generated net proceeds of $194.5 million in 2017. During
59
2016, we issued temporary equity that generated net proceeds of $48.2 million. In addition, we made member tax
distributions of $46.9 million in 2016.
Borrowings
See Note 7 to the Consolidated Financial Statements in Item 8 for further information about our
borrowings, including the use of term loan proceeds.
Term loan and revolving loan facility
On August 25, 2017, GS Holdings entered into a Credit Agreement, which was amended on March 29,
2018 ("Amended Credit Agreement”). The Amended Credit Agreement provides for a $400.0 million term loan, the
proceeds of which were used, in large part, to settle the outstanding principal balance on the $350.0 million term
loan previously executed under the Credit Agreement in August 2017, and includes a $100.0 million revolving loan
facility. The revolving loan facility also includes a $10.0 million letter of credit. The Credit Facility is guaranteed by
GS Holdings’ significant subsidiaries, including GSLLC, and are secured by liens on substantially all of the assets
of GS Holdings and the guarantors. Interest on the loans can be based either on a “Eurodollar rate” or a “base rate”
and fluctuates dependent upon a “first lien net leverage ratio.” The Amended Credit Agreement contains a variety of
covenants, certain of which are designed to limit the ability of GS Holdings to make distributions on, or redeem, its
equity interests unless, in general, either (a) its “first lien net leverage ratio” is no greater than 2.00 to 1.00, or (b)
the funds used for the payments come from certain sources (such as retained excess cash flow and the issuance of
new equity) and its “total net leverage ratio” is no greater than 3.00 to 1.00. In addition, during any period when
25% or more of our revolving facility is utilized, it is required to maintain a “first lien net leverage ratio” no greater
than 3.50 to 1.00. There are various exceptions to these restrictions, including, for example, exceptions that enable
us to pay our operating expenses and to make certain GS Holdings tax distributions. The $400.0 million term loan
matures on March 29, 2025, and the revolving loan facility matures on March 29, 2023.
We did not utilize any of our revolving loan facility as of December 31, 2018, which is available to fund
future needs of GS Holdings’ business.
Initial Credit Facility
In February 2017, we entered into a two-year, $50.0 million revolving credit facility (the “Initial Credit
Facility”). The proceeds from borrowings under the Initial Credit Facility were expected to be used to fund working
capital needs and for general corporate purposes. The interest rates payable on borrowings under the Initial Credit
Facility were calculated at either an alternate base rate plus a 1.25% per annum margin or an adjusted LIBOR rate
plus a 2.25% per annum margin. We had the ability to request the issuance of letters of credit under the Initial
Credit Facility. We made no borrowings under the Initial Credit Facility. The Initial Credit Facility was terminated
in August 2017 when we entered into the Credit Agreement.
Tax Receivable Agreement
Our purchase of Holdco Units from the Exchanging Members using a portion of the net proceeds from the
IPO, our acquisition of the equity of certain of the Former Corporate Investors, and any future exchanges of Holdco
Units for our Class A common stock pursuant to the Exchange Agreement (as such terms are defined in Note 1 to
the Consolidated Financial Statements in Item 8) are expected to result in increases in our allocable tax basis in the
assets of GS Holdings. These increases in tax basis are expected to increase (for tax purposes) depreciation and
amortization deductions allocable to us and, therefore, reduce the amount of tax that we otherwise would be
required to pay in the future. This increase in tax basis may also decrease gain (or increase loss) on future
dispositions of certain assets to the extent tax basis is allocated to those assets.
We and GS Holdings entered into a TRA with the "TRA Parties" (which are the equity holders of the
Former Corporate Investors, the Exchanging Members, the Continuing LLC Members and any other parties
receiving benefits under the TRA), whereby we agreed to pay to those parties 85% of the amount of cash tax
savings, if any, in United States federal, state and local taxes that we realize or are deemed to realize as a result of
these increases in tax basis, increases in basis from such payments, and deemed interest deductions arising from
such payments.
60
Due to the uncertainty of various factors, the likely tax benefits we will realize as a result of our purchase of
Holdco Units from the Exchanging Members, our acquisition of the equity of certain of the Former Corporate
Investors or any future exchanges of Holdco Units for our Class A common stock pursuant to the Exchange
Agreement, or the resulting amounts we are likely to pay out to the TRA Parties pursuant to the TRA are also
uncertain. However, we expect that such payments will be substantial and may substantially exceed the tax
receivable liability of $260.9 million as of December 31, 2018.
Because we are the managing member of GS Holdings, which is the managing member of GSLLC, we
have the ability to determine when distributions (other than tax distributions) will be made by GSLLC to GS
Holdings and the amount of any such distributions, subject to limitations imposed by applicable law and contractual
restrictions (including pursuant to our Amended Credit Agreement or other debt instruments). Any such
distributions will be distributed to all holders of Holdco Units, including us, pro rata based on the number of Holdco
Units. The cash received from such distributions will first be used by us to satisfy any tax liability and then to make
any payments required under the TRA. We expect that such distributions will be sufficient to fund both our tax
liability and the required payments under the TRA.
Contractual Obligations
Our principal commitments consisted of obligations under our outstanding term loan and operating leases
for office facilities. The following table summarizes our commitments to settle contractual obligations in cash as of
December 31, 2018.
Term loan(1)
Interest payments on term loan(2)
Revolving loan facility fees(3)
Operating leases(4)
Total contractual obligations
Total
Less than
1 year
1-3
years
3-5
years
More than
5 years
$
397,000
$
4,000
$
8,000
$
8,000
$
138,658
1,590
16,984
554,232
$
$
22,820
375
3,871
31,066
$
44,947
750
8,246
61,943
$
44,024
465
4,325
56,814
$
377,000
26,867
—
542
404,409
(1) The principal balance of the term loan is repaid on a quarterly basis at an amortization rate of 0.25% per quarter, with the balance due at
maturity.
(2) Variable interest payments on our term loan are calculated based on the interest rate as of December 31, 2018 and the scheduled maturity
of the underlying term loan.
(3) Amounts presented reflect a quarterly commitment fee rate of 0.375% per annum, and assume that the entire $100 million revolving loan
facility is unused (the conditions that existed as of period end) for the duration of the agreement, which matures on March 29, 2023.
(4) Our operating leases are for office space. Certain of these leases contain provisions for rent escalations and/or lease concessions. Rental
payments, as well as any step rent provisions specified in the lease agreements, are aggregated and charged evenly to expense over the
lease term. However, amounts included herein do not reflect this accounting treatment, as they represent the future contractual lease cash
obligations.
The payments that we may be required to make under the TRA to the TRA Parties may be significant and
are not reflected in the contractual obligations table set forth above. Refer to Part I, Item 1A "Risk Factors - Risks
Related to Our Organizational Structure" and to Note 12 to the Consolidated Financial Statements in Item 8 for
additional detail.
Off-Balance Sheet Arrangements
We did not have any material off-balance sheet arrangements as of December 31, 2018 or 2017.
Contingencies
From time to time, we may become a party to civil claims and lawsuits in the ordinary course of business.
We record a provision for a liability when we believe that it is both probable that a liability has been incurred and
the amount can be reasonably estimated, which requires management judgment. As of December 31, 2018 and
2017, we did not record any provision for liability. Should any of our estimates or assumptions change or prove to
be incorrect, it could have a material adverse impact on our consolidated financial condition, results of operations or
cash flows. See Note 13 to the Consolidated Financial Statements in Item 8 for discussion of certain legal
proceedings.
61
Recently Adopted or Issued Accounting Standards
See “Recently Adopted Accounting Standards” and "Accounting Standards Issued, But Not Yet Adopted" in
Note 1 to the Consolidated Financial Statements in Item 8 for additional information.
Critical Accounting Policies and Estimates
Our Consolidated Financial Statements were prepared in conformity with GAAP. The preparation of
financial statements in conformity with GAAP requires that management make estimates and assumptions that
affect the reported amounts of assets, liabilities, revenue, costs and expenses and related disclosures. Such estimates
and assumptions include, but are not limited to, those that relate to fair value measurements around our FCR
liability and income taxes. In developing estimates and assumptions, management uses all available information;
however, actual results could materially differ because of uncertainties associated with estimating the amounts,
timing and likelihood of possible outcomes. On an ongoing basis, we evaluate our judgments and estimates that are
based upon historical experience and various other assumptions that we believe to be reasonable under the
circumstances.
Our significant accounting policies are described in Note 1 to the Consolidated Financial Statements in
Item 8. The following is a summary of our most critical accounting estimates, which represent those that involve a
higher degree of uncertainty, judgment or complexity. Accordingly, these are the policies we believe to be most
critical in fully understanding and evaluating our financial condition and results of operations.
Finance charge reversals
We offer certain loan products that have a feature whereby the account holder is provided a promotional
period to repay the loan principal balance in full without incurring a finance charge. For these loan products, we bill
interest each month throughout the promotional period and, under the terms of the contracts with our Bank Partners,
are obligated to remit this billed interest to the Bank Partners if an account holder pays off the loan balance in full
within the promotional period. This obligation is partially offset by the receipt of monthly incentive payments from
Bank Partners during the promotional period, which vary from month to month. Therefore, the monthly process of
billing interest on deferred loan products triggers a potential future FCR liability for us. The FCR component of our
Bank Partner contracts qualifies as an embedded derivative.
The FCR liability is carried at fair value on a recurring basis in our Consolidated Balance Sheets and is
estimated based on historical experience and management’s expectation of future FCR. The FCR liability is
classified within Level 3 of the fair value hierarchy, as the primary component of the price is obtained from
unobservable inputs based on our data, reasonably adjusted for assumptions that would be used by market
participants. The FCR liability is not designated as a hedge for accounting purposes and, as such, changes in its fair
value are recorded within cost of revenue in the Consolidated Statements of Operations.
See Item 7A for a discussion of our exposure to interest rate risk and credit risk as it relates to our FCR. Our
discussion in Item 7A provides a useful sensitivity analysis to help facilitate a further understanding of the impact of
our FCR liability on our net income.
Income taxes
Our income tax expense, deferred tax assets and tax receivable agreement liability reflect management’s
best assessment of estimated current and future taxes. Significant judgments and estimates are required in
determining the consolidated income tax expense, deferred tax assets and tax receivable agreement liability.
Deferred income taxes arise from temporary differences between the tax basis of assets and liabilities and their
reported amounts in the financial statements, which will result in taxable or deductible amounts in the future. In
evaluating our ability to recover our deferred tax assets, we consider all available positive and negative evidence,
including projected future taxable income and results of recent operations. In projecting future taxable income, we
begin with historical results and incorporate assumptions about the amount of future state and federal pre-tax
operating income adjusted for items that do not have tax consequences. The assumptions about future taxable
income require significant judgment and are consistent with the plans and estimates we are using to manage our
business.
62
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK (Dollars in
thousands unless otherwise indicated)
We are exposed to market risk, including changes to interest rates, and credit risk. However, regarding
interest rate risk, we do not expect changes in interest rates to have a material impact on our ability to finance our
cost of capital, given our relatively capital light operating model.
Interest rate risk
Loans originated by Bank Partners. The agreed upon Bank Partner portfolio yield on the loans that our
Bank Partners originate is calculated based upon a margin above a market benchmark at the time of origination. An
increase in the market benchmark would result in an increase in the agreed upon Bank Partner portfolio yield,
which impacts future incentive payments and, therefore, can negatively impact the future fair value change in our
FCR liability. We are able to manage some of the interest rate risk impact on our FCR liability through the types of
loan products that we design and make available to our Bank Partners for funding (e.g. higher interest rate products,
all else equal, result in higher incentive payments). However, increased interest rates may adversely impact the
spending levels of our merchants’ customers and their ability and willingness to borrow money. Higher interest rates
often lead to higher payment obligations, which may reduce the ability of customers to remain current on their
obligations to our Bank Partners and, therefore, lead to increased delinquencies, defaults, customer bankruptcies
and charge-offs, and decreasing recoveries, all of which could have a material adverse effect on our business and
also negatively impact the fair value change in FCR liability, which is recorded within cost of revenue in the
Consolidated Statements of Operations. Further, even though we are able to increase our transaction fee rates in
response to rising interest rates, we might not be able to do so rapidly enough (or at all).
Loan receivables held for sale. Changes in United States interest rates affect the interest earned on our cash
and cash equivalents and could impact the market value of loan receivables held for sale. Since we typically sell
loan receivables held for sale at par to our Bank Partners, which is indicative of our short-term holding period, we
do not expect interest rate risk related to loan receivables held for sale to be a material risk to us. As of
December 31, 2018 and 2017, the weighted average age of our loan receivables held for sale based on the
origination date relative to the respective reporting date was approximately 13 months and 11 months, respectively.
As the carrying value of our loan receivables held for sale was $2.9 million as of December 31, 2018, a hypothetical
increase in interest rates would not have a material impact on this balance. As of December 31, 2017, a hypothetical
100 basis points increase in interest rates may have resulted in a decrease of $2.0 million in the carrying value of
our loan receivables held for sale. Alternatively, a 100 basis points decrease in interest rates would not have
impacted the reported value of our loan receivables held for sale, as they are carried at the lower of cost or fair
value.
Term loan. Interest rate fluctuations expose our variable-rate term loan, which consisted of our $350.0
million term loan under our Credit Agreement as of December 31, 2017 and our $400.0 million term loan under our
Amended Credit Agreement as of December 31, 2018, to changes in interest expense and cash flows. The $350.0
million term loan had a maturity date of August 25, 2024, which was extended to March 29, 2025 for the $400.0
million term loan. Based on an outstanding principal balance on our $350.0 million term loan of $349.1 million as
of December 31, 2017, and on our $400.0 million term loan of $397.0 million as of December 31, 2018, and
accounting for our scheduled quarterly principal balance repayments, a hypothetical 100 basis point increase in the
one-month LIBOR rate would result in an increase in annualized interest expense of $3.5 million and $4.0 million,
respectively.
Credit risk
Credit risk management is a critical component of our management and growth strategy. Credit risk refers
to the risk of loss arising from consumer default when consumers are unable or unwilling to meet their financial
obligations. We expect our credit loss rate to stay relatively constant over time; however, our portfolio may change
as we look for additional opportunities to generate attractive risk-adjusted returns for our Bank Partners.
Loans originated by Bank Partners. Our Bank Partners own and bear substantially all of the credit risk on
their wholly-owned loan portfolios. We regularly assess and monitor the credit risk exposure of our Bank Partners.
This commences with the credit application process on our platform, during which a credit decision is rendered to a
customer immediately based on preset underwriting standards provided by our Bank Partners. In rendering this
63
decision, we generally obtain certain information provided by the applicant and a credit report from one of the
major credit bureaus. Further, on behalf of our Bank Partners as part of our obligation as the loan servicer, we try to
mitigate portfolio credit losses through our collection efforts on past due amounts. For loans wholly owned by our
Bank Partners, our credit risk exposure impacts the amount of incentive payments and, therefore, the amount of fair
value change in our FCR liability, as well as any potential financial guarantee payments. Restricted cash was set
aside in escrow with our Bank Partners at a weighted average target rate of 1.3% of the total outstanding loan
balance as of December 31, 2018.
Based on our incentive payments during the years ended December 31, 2018 and 2017, and holding all
other inputs constant (namely, the size of our loan servicing portfolio and settlement activity), a hypothetical 100
basis point increase in loan servicing portfolio credit losses would have resulted in increases of $55.0 million and
$37.7 million, respectively, in the fair value change of our FCR liability. Further, such an increase in credit losses
would have caused us to incur additional general and administrative expense of $5.5 million and $4.3 million for
the years ended December 31, 2018 and 2017, respectively, related to Bank Partner escrow utilization.
Loan receivables held for sale. We bear all of the credit risk associated with the receivables that we hold for
sale. This portfolio was highly diversified across 1,193 and 5,428 consumer loan receivables as of December 31,
2018 and 2017, respectively, without significant individual exposures. Based on our $2.9 million and $73.6 million
loan receivables held for sale balance as of December 31, 2018 and 2017, respectively, a hypothetical 100 basis
point increase in portfolio credit losses would have resulted in lower annualized earnings of $0.0 million and $0.7
million, respectively.
64
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Index to Financial Statements
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statements of Changes in Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
PAGE
66
67
68
69
71
73
6(cid:24)
Report of Independent Registered Public Accounting Firm
To the Board of Directors and stockholders of GreenSky, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of GreenSky, Inc. and its subsidiaries (the
“Company”) as of December 31, 2018 and 2017, and the related consolidated statements of operations, statements
of changes in equity and cash flows for each of the three years in the period ended December 31, 2018, including
the related notes and financial statement schedule listed in the index appearing under Item 15(a)(2) (collectively
referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present
fairly, in all material respects, the financial position of the Company as of December 31, 2018 and 2017, and the
results of its operations and its cash flows for each of the three years in the period ended December 31, 2018 in
conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company's management. Our responsibility is
to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public
accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the
applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB.
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement, whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial
statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures
included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial
statements. Our audits also included evaluating the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that
our audits provide a reasonable basis for our opinion.
/s/ PricewaterhouseCoopers LLP
Atlanta, GA
March 15, 2019
We have served as the Company's auditor since 2014.
6(cid:25)
GreenSky, Inc.
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except share data)
Assets
Cash and cash equivalents
Restricted cash
Loan receivables held for sale, net
Accounts receivable, net
Related party receivables
Property, equipment and software, net
Deferred tax assets, net
Other assets
Total assets
Liabilities, Temporary and Permanent Equity (Deficit)
Liabilities
Accounts payable
Accrued compensation and benefits
Other accrued expenses
Finance charge reversal liability
Term loan
Tax receivable agreement liability
Related party liabilities
Other liabilities
Total liabilities
Commitments, Contingencies and Guarantees (Note 13)
Temporary Equity
Redeemable preferred units
Permanent Equity (Deficit)
Class A common stock, par value $0.01 and 59,197,863 shares issued and
54,504,902 shares outstanding at December 31, 2018 and 0 shares issued
and outstanding at December 31, 2017
Class B common stock, par value $0.001 and 128,549,555 and 0 shares
issued and outstanding at December 31, 2018 and 2017, respectively
Additional paid-in capital
Retained earnings
Treasury stock
Noncontrolling interest
Total permanent equity (deficit)
Total liabilities, temporary and permanent equity (deficit)
December 31,
2018
2017
$
$
$
303,390
155,109
2,876
15,400
142
10,232
306,979
8,777
802,905
5,357
8,484
1,015
138,589
386,822
260,901
825
35,677
837,670
224,614
129,224
73,606
18,358
218
7,848
—
9,021
462,889
6,845
7,677
1,606
94,148
338,263
—
1,548
38,841
488,928
—
430,348
591
129
44,524
24,218
(43,878)
(60,349)
(34,765)
802,905
$
—
—
(554,906)
98,519
—
—
(456,387)
462,889
$
$
$
$
The accompanying notes are an integral part of these Consolidated Financial Statements.
67
GreenSky, Inc.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per share data)
Revenue
Transaction fees
Servicing and other
Total revenue
Costs and expenses
Cost of revenue (exclusive of depreciation and amortization shown
separately below)
Compensation and benefits
Sales and marketing
Property, office and technology
Depreciation and amortization
General and administrative
Related party expenses
Total costs and expenses
Operating profit
Other income/(expense), net
Interest and dividend income
Interest expense
Other gains/(losses)
Total other income/(expense), net
Income before income tax expense
Income tax expense
Net income
Less: Net income attributable to noncontrolling interests
Net income attributable to GreenSky, Inc.
Earnings per share of Class A common stock(1):
Basic
Diluted
Year Ended December 31,
2017
2016
2018
$
$
348,904
65,769
414,673
$
278,958
46,929
325,887
228,446
35,419
263,865
160,439
62,360
3,781
13,199
4,478
15,414
2,212
261,883
152,790
6,111
(23,584)
(1,803)
(19,276)
133,514
5,534
127,980
103,724
24,256
$
89,708
54,650
2,198
10,062
3,983
14,876
4,811
180,288
145,599
5,180
(7,536)
(4,575)
(6,931)
138,668
—
138,668
N/A
N/A
$
79,145
39,836
1,085
8,000
3,708
10,602
1,678
144,054
119,811
7,302
—
(2,649)
4,653
124,464
—
124,464
N/A
N/A
0.43
0.41
N/A
N/A
N/A
N/A
$
$
$
$
(1) Basic and diluted earnings per share of Class A common stock are applicable only for the period from May 24, 2018 through
December 31, 2018, which is the period following the initial public offering ("IPO") and related Reorganization Transactions (as defined
in Note 1 to the Consolidated Financial Statements). See Note 2, Earnings per Share, for the number of shares used in the computation of
earnings per share of Class A common stock and the basis for the computation of earnings per share.
The accompanying notes are an integral part of these Consolidated Financial Statements.
68
GreenSky, Inc.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Dollars in thousands, except share data)
GreenSky Holdings, LLC (Prior to
Reorganization Transactions)
Additiona
l Paid-in
Capital
Retained
Earnings
Total
Permanent
Equity
(Deficit)
Temporar
y
Equity
GreenSky, Inc. Stockholders Equity
Class A
Shares
Class B
Shares
Class A
Amount
Class B
Amount
Additiona
l Paid-in
Capital
Retaine
d
Earning
s
Treasur
y stock
Noncontr
olling
Interest
Total
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
— $ — $ — $
— $ — $ — $
— $ 84,748
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
— 124,464
— 48,154
—
(539)
— (46,905)
—
—
1,897
391
— $ — $ — $
— $ — $ — $
— $212,210
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
— 138,668
— 194,387
—
(447)
— (575,124)
—
—
—
15
3,951
301
— $ — $ — $
— $ — $ — $
— $(26,039)
—
—
—
—
Balance at January 1, 2016
$(285,278) $ 82,460 $ (202,818) $ 287,566
Net income
Issuances
Redemptions
Distributions
— 124,464
124,464
—
—
(539)
—
—
—
48,154
(539)
— (46,905)
(46,905)
Share-based compensation
Equity-based payments to non-
employees
1,897
391
—
—
1,897
391
Balance at December 31, 2016
$(283,529) $160,019 $ (123,510) $ 335,720
Net income
Issuances
Redemptions
Distributions
— 138,668
138,668
—
—
(447)
—
—
— 194,387
(447)
—
(275,197) (200,168)
(475,365)
(99,759)
Unit option exercises
Share-based compensation
Equity-based payments to non-
employees
15
3,951
301
—
—
—
15
3,951
301
—
—
—
Balance at December 31, 2017
$(554,906) $ 98,519 $ (456,387) $ 430,348
69
GreenSky, Inc.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Continued)
(Dollars in thousands, except share data)
GreenSky Holdings, LLC (Prior to
Reorganization Transactions)
Additiona
l Paid-in
Capital
Retained
Earnings
Total
Permanent
Equity
(Deficit)
Temporar
y
Equity
$(554,906) $ 98,519 $ (456,387) $ 430,348
Balance at December 31,
2017
Activity prior to and including
Reorganization Transactions
Net income
Issuances
Redemptions
Distributions
— 38,213
38,213
339
(496)
—
—
339
(496)
—
—
—
(37,980)
(57,003)
(94,983)
(16,358)
Share-based compensation
2,132
—
—
2,132
6
—
—
6
590,905
(79,729)
511,176
(413,990) 15,816,268
GreenSky, Inc. Stockholders Equity
Class A
Shares
Class B
Shares
Class A
Amount
Class B
Amount
Additiona
l Paid-in
Capital
Retaine
d
Earning
s
Treasur
y stock
Noncontr
olling
Interest
Total
— $ — $ — $
— $ — $ — $
— $(26,039)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
158
— (97,344)
— 43,700,000
—
437
— 950,553
434,783
—
— 128,983,353
—
—
—
4
—
—
—
129
(4)
—
— (901,833)
(24)
— (52,988)
1
—
(1)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
— 38,213
—
—
—
—
—
339
(496)
(111,341)
2,132
6
—
— 950,990
—
—
—
129
— (901,833)
— (53,012)
—
—
— (69,299)
—
—
— 47,129
—
—
—
2
10
3
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
69,299
47,129
(2)
(4,820)
(3)
—
—
—
3,906
10
1,097
—
29,525
— 24,256
— 65,511
89,767
—
—
—
—
—
—
—
—
—
—
— (4,810)
—
—
—
—
— (43,878)
— (43,878)
(38)
— (27,036)
(27,074)
—
—
—
—
—
—
—
—
—
—
3,906
10
1,097
— (29,525)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
— (2,426,198)
—
125,398
—
—
—
—
—
—
—
234,829
— 1,035,724
—
—
—
—
—
—
—
—
—
—
277,059
(277,059)
(11,750)
(156,739)
— (4,681,211)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
$
— $
— $
— $
— 54,504,902 128,549,555 $
591 $
129 $ 44,524 $ 24,218 $(43,878) $ (60,349) $(34,765)
Equity-based payments to
non-employees
Effect of Reorganization
Transactions
Activity in connection with
IPO
Issuances of Class A
common stock, net of costs
Issuances of Class A
common stock effective on
date of IPO
Issuances of Class B
common stock
Purchases of GreenSky
Holdings, LLC units
Class A common stock
repurchases
Class A common stock
option exercises
Initial effect of the
Reorganization Transactions
and IPO on noncontrolling
interest
Deferred tax adjustments
Activity subsequent to
Reorganization Transactions
and IPO
Net income
Issuance of unvested Class A
common stock awards
Class A common stock
option exercises
Class B common stock
exchanges
Forfeited share-based
compensation awards
Treasury stock purchases
Distributions
Share-based compensation
Equity-based payments to
non-employees
Deferred tax adjustments
Impact on noncontrolling
interest of change in
ownership during period
Balance at December 31,
2018
The accompanying notes are an integral part of these Consolidated Financial Statements.
70
GreenSky, Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
Cash flows from operating activities
Net income
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization
Share-based compensation expense
Equity-based payments to non-employees
Impairment losses
Losses on abandonment
Non-cash rent expense
Amortization of debt related costs
Loss on extinguishment of debt
Fair value change in assets and liabilities
Original issuance discount on term loan payment
Deferred tax expense
Other losses
Changes in assets and liabilities:
(Increase)/decrease in loan receivables held for sale
(Increase)/decrease in accounts receivable
(Increase)/decrease in related party receivables
(Increase)/decrease in deposits
(Increase)/decrease in other assets
Increase/(decrease) in accounts payable
Increase/(decrease) in finance charge reversal liability
Increase/(decrease) in related party liabilities
Increase/(decrease) in other liabilities
Net cash provided by operating activities
Cash flows from investing activities
Purchases of property, equipment and software
Net cash used in investing activities
Cash flows from financing activities
Proceeds from IPO, net of underwriters discount and commissions
Purchases of GreenSky Holdings, LLC units
Purchases of Class A common stock
Issuances of Class B common stock
Redemptions of GreenSky Holdings, LLC units prior to Reorganization Transactions
Proceeds from term loan
Repayments of term loan
Member contributions
Member distributions
Purchases of treasury stock
Option and warrant exercises prior to Reorganization Transactions
Payment of equity transaction expenses prior to Reorganization Transactions
Proceeds from option exercises after Reorganization Transactions
Payment of option exercise taxes after Reorganization Transactions
Payment of IPO related expenses
Payment of debt issuance costs
Net cash provided by/(used in) financing activities
Net increase in cash and cash equivalents and restricted cash
Cash and cash equivalents and restricted cash at beginning of period
Cash and cash equivalents and restricted cash at end of period
71
Year Ended December 31,
2017
2016
2018
$ 127,980
$ 138,668
124,464
4,478
6,038
16
19
—
(392)
1,684
—
945
(31)
5,525
—
3,983
3,951
301
78
—
(308)
687
254
2,071
(9)
—
—
3,708
1,897
391
107
44
(278)
—
—
—
—
—
36
70,730
2,958
76
—
1,574
(1,488)
44,441
(722)
(7,405)
256,426
(32,338)
(1,595)
1,217
—
(823)
3,222
26,084
494
14,457
160,394
(39,425)
(3,778)
(1,360)
5,837
1,266
440
18,605
1,035
8,954
121,943
(6,581)
(6,581)
(4,135)
(4,135)
(4,666)
(4,666)
954,845
(901,833)
(53,012)
129
(496)
399,000
(352,094)
(141,518)
(41,847)
339
(32)
59
(4,869)
(3,855)
—
(145,184)
—
—
—
—
(447)
346,500
(866)
— 200,000
(561,935)
—
15
(5,500)
—
—
—
(8,302)
(30,535)
—
—
—
—
(539)
—
—
50,000
(46,905)
—
—
(1,831)
—
—
—
—
725
104,661
353,838
$ 458,499
125,724
228,114
$ 353,838
118,002
110,112
$ 228,114
GreenSky, Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(Dollars in thousands)
Year Ended December 31,
2017
2016
2018
Supplemental cash flow information
Interest paid
Income taxes paid
Supplemental non-cash investing and financing activities
Equity transaction costs accrued but not paid
Leasehold improvements acquired but not paid
Distributions accrued but not paid
Treasury stock traded, but not settled
$
$
$
$
21,892
—
82
300
10,086
2,031
$
$
6,475
254
114
756
13,189
—
—
306
15
—
—
—
The accompanying notes are an integral part of these Consolidated Financial Statements.
72
GreenSky, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data, unless otherwise stated)
Note 1. Organization, Summary of Significant Accounting Policies and New Accounting Standards
Organization
Unless the context requires otherwise, "we", "us", "our", "GreenSky" and "the Company" refer to the
business of GreenSky, Inc. and its subsidiaries.
We are a leading technology company Powering Commerce at the Point of SaleSM. Our platform is powered
by a proprietary technology infrastructure that facilitates merchant sales, while reducing the friction and improving
the economics associated with a consumer making a purchase and a bank extending financing for that purchase. It
supports the full transaction lifecycle, including credit application, underwriting, real-time allocation to our Bank
Partners, document distribution, funding, settlement and servicing. Merchants using our platform, which presently
range from small, owner-operated home improvement contractors and healthcare providers to large national home
improvement brands and retailers, rely on us to facilitate low or deferred interest promotional point-of-sale
financing and payments solutions that enable higher sales volume. Consumers on our platform, who to date
primarily have super-prime or prime credit scores, find financing with promotional terms to be an attractive
alternative to other forms of payment. Our Bank Partners' access to our proprietary technology solution and
merchant network enables them to build a diversified portfolio of high quality consumer loans with attractive risk-
adjusted yields with minimal upfront investment.
GreenSky, Inc. was formed as a Delaware corporation on July 12, 2017. The Company was formed for the
purpose of completing an IPO of its Class A common stock and certain Reorganization Transactions, as further
described below, in order to carry on the business of GreenSky Holdings, LLC (“GS Holdings”) and its consolidated
subsidiaries. GS Holdings, a holding company with no operating assets or operations, was organized in
August 2017. On August 24, 2017, GS Holdings acquired a controlling interest in GreenSky, LLC ("GSLLC"), a
Georgia limited liability company, which is an operating entity. Common membership interests of GS Holdings are
referred to as "Holdco Units."
Immediately prior to our IPO, (i) the operating agreement of GS Holdings (the "GS Holdings Agreement")
was amended and restated to, among other things, modify its capital structure by replacing the different classes of
membership interests and profits interests with Holdco Units; (ii) we issued to each of the Continuing LLC
Members (as defined below) a number of shares of GreenSky, Inc. Class B common stock equal to the number of
Holdco Units held by it (other than the Holdco Units that were exchanged in connection with the IPO), for
consideration in the amount of $0.001 per share of Class B common stock; (iii) certain Holdco Units were
contributed to GreenSky, Inc. in exchange for shares of our Class A common stock; (iv) equity holders of the
Former Corporate Investors (as defined below) contributed their equity in the Former Corporate Investors to
GreenSky, Inc. in exchange for shares of our Class A common stock and the right to certain payments under the Tax
Receivable Agreement (“TRA”), and Former Corporate Investors merged with and into subsidiaries of GreenSky,
Inc.; (v) outstanding options to acquire Class A units of GS Holdings were equitably adjusted so that they are
exercisable for shares of Class A common stock; and (vi) outstanding warrants to acquire Class A units of GS
Holdings were equitably adjusted pursuant to their terms so that they are exercisable for Holdco Units (and an equal
number of shares of Class B common stock). We refer to these transactions collectively as the “Reorganization
Transactions.”
Following the Reorganization Transactions, the Original GS Equity Owners (other than the Former
Corporate Investors) and certain Original Profits Interests Holders, which we collectively refer to as the "Continuing
LLC Members," continue to own Holdco Units. Original GS Equity Owners refers to the owners of units of GS
Holdings prior to the Reorganization Transactions. Former Corporate Investors refers to certain of the Original GS
Equity Owners that merged with and into one or more subsidiaries of GreenSky, Inc. in connection with the
Reorganization Transactions, which was accounted for as a common control transaction and had no material impact
on the net assets of the Company. Original Profits Interests Holders refers to the owners of profits interests in GS
Holdings prior to the Reorganization Transactions.
73
GreenSky, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Dollars in thousands, except per share data, unless otherwise stated)
On May 24, 2018, the Company's Class A common stock commenced trading on the NASDAQ Stock
Market in connection with its IPO of 43,700,000 shares of its Class A common stock at a public offering price of
$23.00 per share, receiving approximately $954.8 million in net proceeds, after deducting underwriting discounts
and commissions (but not including other offering costs), which were used to purchase 2,426,198 shares of Class A
common stock and 41,273,802 newly-issued GS Holdings common units at a price per unit equal to the price per
share of Class A common stock sold in the IPO, less underwriting discounts and commissions. The newly-issued GS
Holdings common units were sold by Continuing LLC Members, which we also refer to as "Exchanging Members."
Pursuant to an "Exchange Agreement," the Exchanging Members can exchange their Holdco Units (with automatic
cancellation of an equal number of shares of Class B common stock) for shares of our Class A common stock on a
one-for-one basis, subject to customary adjustments, or for cash (based on the market price of the shares of Class A
common stock), at our option (such determination to be made by the disinterested members of our board of
directors).
The IPO and Reorganization Transactions resulted in the Company becoming the sole managing member of
GS Holdings. As the sole managing member of GS Holdings, we operate and control all of GS Holdings’ operations
and, through GS Holdings and its subsidiaries, conduct GS Holdings’ business.
As of December 31, 2018, the Company had an economic interest in GS Holdings of 30.0%, after adjusting
for unvested units. The Company consolidates the financial results of GS Holdings and reports a noncontrolling
interest in its Consolidated Financial Statements representing the GS Holdings interests held by Continuing LLC
Members.
Summary of Significant Accounting Policies
Basis of Presentation
The Consolidated Financial Statements were prepared in conformity with United States generally accepted
accounting principles ("GAAP"). In the opinion of management, the Consolidated Financial Statements reflect all
adjustments, which are of a normal recurring nature, necessary for a fair statement of our financial condition and
results of operations for the periods presented. All intercompany balances and transactions are eliminated upon
consolidation.
As the Reorganization Transactions were considered to be among entities under common control resulting
in a change in the reporting entity, we retrospectively adjusted the historical Consolidated Financial Statements of
GS Holdings as if the common control transaction had occurred as of the earliest period presented.
During the year ended December 31, 2018, we changed the classification of provision for bad debt expense
within the cash flows provided by operating activities in our Consolidated Statements of Cash Flows. It is no longer
presented separately as an adjustment to reconcile net income to net cash provided by operating activities and,
instead, is presented within the change in accounts receivable. The classification of this item for the years ended
December 31, 2017 and 2016 of $817 and $322, respectively, was changed to conform to the current year
presentation.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires that management 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 financial statements and the reported amounts of revenues and expenses during the
reporting periods. Such estimates and assumptions include, but are not limited to, those that relate to fair value
measurements, share-based compensation and income taxes. In developing estimates and assumptions, management
uses all available information; however, actual results could materially differ from those estimates and assumptions.
Cash and Cash Equivalents
Cash includes non-interest and interest-bearing demand deposit accounts with various financial institutions.
Cash equivalents include money market mutual fund accounts, which are invested in government securities. We
consider all highly liquid investments that mature three months or less from the date of purchase to be cash
74
GreenSky, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Dollars in thousands, except per share data, unless otherwise stated)
equivalents. The carrying amounts of our cash equivalents approximate their fair values due to their short maturities
and highly liquid nature. Refer to Note 3 for additional information.
At times, our cash balances may exceed federally insured amounts and potentially subject the Company to a
concentration of credit risk. The Company believes that no significant concentration of credit risk exists with
respect to these balances based on its assessment of the creditworthiness and financial viability of these financial
institutions. Further, our cash equivalents may expose us to credit risk; however, we believe this risk is limited, as
the investments are backed by the full faith and credit of the United States government.
Restricted Cash
Restricted cash primarily consists of interest-bearing escrow accounts that are required under the terms of
the contracts with federally insured banks that originate loans under the GreenSky program and any other lenders
with respect to those loans (referred to henceforth as "Bank Partners"). Restricted cash is typically comprised of
three components: (i) amounts we have escrowed with Bank Partners as limited protection to the Bank Partners in
the event of excess Bank Partner portfolio credit losses; (ii) additional amounts we maintain for certain Bank
Partners based on a contractual percentage of the total interest billed on outstanding deferred interest loans that are
within the promotional period less previous finance charge reversals ("FCR") on such outstanding loans; and
(iii) certain custodial in-transit loan funding and consumer borrower payments that we are restricted from using for
our operations. These custodial balances are not considered in our evaluation of restricted cash usage. As it relates to
our restricted cash escrowed with Bank Partners, we record a liability for the amount of restricted cash we expect to
be payable to our Bank Partners, which is accounted for as a financial guarantee. Refer to Note 13 for additional
information.
The following table provides a reconciliation of cash and cash equivalents and restricted cash reported
within the Consolidated Balance Sheets to the total included within the Consolidated Statements of Cash Flows as
of the periods indicated.
Cash and cash equivalents
Restricted cash
Cash and cash equivalents and restricted cash in Consolidated Statements
of Cash Flows
Loan Receivables Held for Sale
$
2018
303,390
155,109
December 31,
2017
224,614
$
$
129,224
2016
185,243
42,871
$
458,499
$
353,838
$
228,114
Loan receivables held for sale represent a 100% participating interest in the loan products that our Bank
Partners originate and the Company subsequently purchases the receivable with the intent to sell to a third party at
carrying value. Loan receivables held for sale are recorded at fair value at the time a loan receivable is purchased
and are subsequently measured at the lower of cost or fair value on an aggregate homogeneous portfolio basis,
which is further discussed in “Fair Value of Assets and Liabilities” below. We earn interest income on such loan
receivables. Interest, calculated as a percentage of average outstanding principal balance in accordance with the
contractual provisions of the loan arrangements, is accrued on a daily basis and collected from the account holder on
a monthly basis. Accrued interest receivable and origination costs are deferred in the basis of the loan receivables.
When the loan receivables are sold, any previously unrecognized deferred costs are recognized as part of realized
gains and losses on sale. Gains and losses from the sale of loan receivables held for sale are included within other
income/(expense), net in the Consolidated Statements of Operations. We typically retain an economic interest in the
sold loan receivables in the form of servicing rights and obligations.
The entire balance of a loan receivable held for sale is considered contractually delinquent if the minimum
required payment is not received by the first statement cycle date equal to or following the due date specified on the
customer’s billing statement. Loan receivables held for sale and accrued interest are marked down to zero and
written off when the principal or interest is delinquent for greater than 90 days, with the related expenses recorded
as reductions of other gains/(losses) and interest income, respectively, which are included within other income/
75
GreenSky, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Dollars in thousands, except per share data, unless otherwise stated)
(expense), net in the Consolidated Statements of Operations. Valuation adjustments are also taken if loans
delinquent less than 90 days are expected to charge off in the future and are recorded to other gains/(losses) in the
Consolidated Statements of Operations. Recoveries of principal and finance charges and fees on previously written
off loan receivables held for sale are recognized on a collected basis as other gains and interest income, respectively.
At times, we transfer our rights to previously charged-off loan receivables (“Charged-Off Receivables”) and
receive commensurate proceeds based on the expected recovery rate of such loan receivables. We have no
continuing involvement with these Charged-Off Receivables other than performing reasonable servicing and
collection efforts on behalf of the third parties and Bank Partners that paid for the rights to the Charged-Off
Receivables. The proceeds from the transfers of Charged-Off Receivables attributable to loan receivables held for
sale are recognized on a collected basis as other gains/(losses) in the Consolidated Statements of Operations. Refer
to “Fair Value of Assets and Liabilities” below for additional information on our Charged-Off Receivables
transactions.
Accounts Receivable
Accounts receivable are recorded at their original invoice amounts, which are reduced by any allowance for
uncollectible amounts. We establish an allowance for uncollectible amounts when management determines that
collectability is uncertain. Accounts receivable are written off once delinquency exceeds 90 days. Recoveries of
previously written off accounts receivable are recognized on a collected basis as a reduction to the provision for bad
debt expense, which is included within general and administrative expense in the Consolidated Statements of
Operations.
Property, Equipment, Software, Depreciation and Amortization
Property, equipment and software includes furniture, leasehold improvements, computer hardware and
software and is stated at cost less accumulated depreciation or amortization and any previously recorded
impairment. We capitalize qualified costs incurred to develop internal-use software, which primarily include internal
and external labor expenses. We also capitalize costs for replacements and major enhancements when it is probable
that the expenditures will result in additional functionality or will extend the useful life of existing functionality.
Costs for minor replacements, enhancements, maintenance and repairs of internal-use software are expensed as
incurred. Depreciation and amortization are recorded on a straight-line basis over the estimated useful lives of the
assets, as follows:
Asset Category
Computer hardware and software
Furniture
Leasehold improvements
Estimated Useful Lives
3 years
5 years
Shorter of life of asset or remaining lease term
Upon a sale or retirement, the asset cost and related accumulated depreciation or amortization are removed
from the Consolidated Balance Sheets and any related gain or loss is included within general and administrative
expenses in the Consolidated Statements of Operations.
We evaluate the carrying amounts of property, equipment and software for impairment on a quarterly basis
or whenever events or changes in circumstances indicate that the carrying values may not be recoverable.
Impairment losses are included within general and administrative expense in the Consolidated Statements of
Operations.
Servicing Assets and Liabilities
The Company assumes a right, obligation, or neither a right nor obligation to service consumer loans each
time a loan is originated by a Bank Partner. In accordance with ASC 860, Transfers and Servicing, when we
determine that the compensation we receive to service loans is more or less than adequate, we assess the fair value
of a servicing asset or liability, respectively, using a discounted cash flow model and subsequently measure the
servicing asset or liability at fair value. As of December 31, 2018 and 2017, the fair values of this class of servicing
assets and liabilities were immaterial.
76
GreenSky, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Dollars in thousands, except per share data, unless otherwise stated)
The Company services Charged-Off Receivables to which we transferred our rights to third parties and
Bank Partners. As we do not charge a servicing fee in our arrangement with this select group of third parties and
Bank Partners, this arrangement gives rise to servicing liabilities. Servicing liabilities related to the Charged-Off
Receivables are initially recognized at fair value, using a discounted cash flow model, and are recorded within other
liabilities in the Consolidated Balance Sheets. We elected the fair value method to measure these servicing liabilities
subsequent to initial recognition, as we believe that fair value is a more meaningful measure of our expected
obligation with respect to this class of servicing liabilities. This election is irrevocable for this class of servicing
liabilities. Refer to “Fair Value of Assets and Liabilities” below for additional information on the measurement of
these liabilities.
Refer to Note 3 and Note 8 for additional information on our servicing liabilities.
Fair Value of Assets and Liabilities
We have financial assets and liabilities subject to fair value measurement or disclosure on either a recurring
or nonrecurring basis. Such measurements or disclosures relate to our cash and cash equivalents, loan receivables
held for sale, FCR liability, servicing liabilities associated with Charged-Off Receivables, and term loan.
ASC 820, Fair Value Measurement, defines fair value as the price that would be received to sell an asset or
paid to transfer a liability in an orderly transaction between market participants at the measurement date. In valuing
this asset or liability, we utilize market data or reasonable assumptions that market participants would use, including
assumptions about risk and the risks inherent in the inputs to the valuation technique. The guidance provides a
three-level valuation hierarchy for disclosure of fair value measurements based on the transparency of inputs to the
valuation of an asset or a liability as of the measurement date. The fair value hierarchy gives the highest priority to
quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable
inputs (Level 3). The three levels are defined as follows:
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: Inputs other than quoted prices included in Level 1 that are observable for the asset or liability,
either directly or indirectly, for substantially the full term of the asset or liability.
Level 3: Unobservable inputs for the asset or liability.
An asset’s or a liability’s categorization within the valuation hierarchy is based upon the lowest level of
input that is significant to the fair value measurement.
We apply the market approach, which uses observable prices and other relevant information that is
generated by market transactions involving identical or comparable assets or liabilities, to value our cash and cash
equivalents and loan receivables held for sale. We apply the income approach, which uses valuation techniques to
convert future amounts to a single, discounted present value amount, to value our FCR liability and servicing
liabilities. We determine the fair value of our term loan by applying a discounted cash flow model based on
observable market factors and credit factors specific to us.
Refer to Note 3 for additional fair value disclosures.
Revenue Recognition
In accordance with ASC 606, Revenue from Contracts with Customers, in each of our revenue arrangements
outlined below, revenue is recognized when control of the promised goods or services is transferred to the customer
in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or
services.
Transaction revenue
Transaction fees
We earn a specified transaction fee in connection with purchases made by borrowers that are financed by
our Bank Partners. The transaction fee is a one-time fee payable by the merchant that includes a merchant fee
77
GreenSky, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Dollars in thousands, except per share data, unless otherwise stated)
component and an interchange fee component. In our merchant arrangements, our single performance obligation is
to facilitate financing to the merchant’s qualified customers who comply with our Bank Partners’ mandatory
underwriting criteria and credit policies. As it relates to our merchant arrangements, we act in the capacity of an
agent, as our platform facilitates the arrangement between the merchant and customer (for contracted services) and
the arrangement between the Bank Partner and customer (for loan financing) and we do not control either the
merchant services or the financing prior to them being transferred to the customer.
The merchant fee is calculated by multiplying a set fee percentage (as outlined in a schedule provided to the
merchants) by the dollar amount of a loan at the point of origination. As merchant fees are billed to, and collected
directly from, the merchant at least monthly, the transaction volume is known and there is no unresolved variable
consideration as of the end of a reporting period. We recognize revenue at the point of sale by applying the expected
value method, wherein we assign 100% probability to the transaction price as calculated using actual transaction
volume. While merchant fee reversals are contractually possible, and would constrain our estimate of variable
consideration, they have been historically immaterial. Therefore, we have not recognized a refund liability for these
reversals. Our expected value is further adjusted during the month for rebates or price concessions (collectively,
“price concessions”), as discussed below.
Gross contractual merchant fees may be reduced by volume-based or non-volume-based price concessions
to certain merchants and channel partners (which we refer to as "Sponsors"), which are offered to generate
transaction volume on the GreenSky platform. As an agent, we recognize merchant fees net of consideration paid to
merchants or Sponsors in the form of price concessions, which represents our expected consideration. The price
concessions give rise to additional variable consideration at contract inception, which we estimate at the individual
merchant level using the expected value method. For merchants and Sponsors receiving monthly or quarterly price
concessions, which constitutes the vast majority of our arrangements, it is not probable that a significant reversal in
the cumulative amount of revenue recognized would occur, as the uncertainty is resolved by the end of a reporting
period. Therefore, we assign 100% probability to the transaction price as calculated using actual transaction volume
net of actual merchant and Sponsor price concessions. In the limited instances in which we issue annual price
concessions, which are based on an annual volume target, we determine the expected value based on quarterly
progress and expected future progress (using historical experience) toward achieving the annual volume target.
Volume-based price concessions to merchants and Sponsors that were netted against the gross transaction price were
$9,965, $6,930, and $8,241 for the years ended December 31, 2018, 2017 and 2016, respectively.
Interchange fees are calculated by multiplying a set fee percentage (as stipulated by the credit card payment
network) by the transaction volume processed through such network. Transaction volume and related fees payable
to the Company are reported to us on a daily basis. Therefore, there is no unresolved variable consideration within a
reporting period. Using the expected value method, we assign 100% probability to the transaction price as
calculated using actual transaction volume.
We satisfy our performance obligation to facilitate financing to our merchants’ qualified customers
continuously throughout our contractual terms with our Bank Partners. Our merchants receive and consume the
benefits of such performance simultaneously as we perform, which is reflected through the consummation of a
purchase by the end customer who obtained financing through the GreenSky platform. Therefore, this performance
obligation is satisfied over time. Our performance obligation is completely satisfied once a customer’s application
has been approved, a credit decision has been reached and a loan has been funded and processed, indicating that a
sale has been completed by a merchant on our platform. We measure our progress toward complete satisfaction of
this performance obligation using the output method, with transaction volume representing the direct measure that
faithfully depicts a completed sale by a merchant on our platform. The value of our service transferred to the
merchants is represented by the merchant fee rate, as agreed upon at contract inception, and the interchange fee rate,
as stipulated by the credit card payment network. Therefore, we recognize revenue on at least a monthly basis for
merchant fees and on a daily basis for interchange fees.
We apply the practical expedient related to incremental costs of obtaining a contract. Although certain of
our commission costs qualify for capitalization under ASC 340-40, Contracts with customers, their amortization
period is less than one year. Therefore, utilizing the practical expedient, we expense these costs as incurred.
78
GreenSky, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Dollars in thousands, except per share data, unless otherwise stated)
Servicing and other
Servicing fees
Servicing fees are contractual fees specified in our servicing agreements with our Bank Partners that are
earned from providing professional services to manage loan portfolios on behalf of our Bank Partners, which
represents the single performance obligation in this contractual arrangement. The servicing fee is calculated on a
monthly basis by multiplying a set fee percentage (as outlined in the contracts with our Bank Partners) by the
average outstanding Bank Partner loan portfolio balance. As the average outstanding loan portfolio balance is not
known at contract inception, this arrangement contains variable consideration. However, as servicing fees are settled
monthly with our Bank Partners, the average outstanding loan portfolio balance is known at each month end.
Therefore, there is no unresolved variable consideration within a reporting period. Using the expected value
method, we assign 100% probability to the transaction price as calculated using the actual average outstanding loan
portfolio balance.
We satisfy our performance obligation to service the Bank Partners’ loans on a recurring, monthly basis for
as long as a loan balance is outstanding. The benefits of our servicing are simultaneously received and consumed by
the Bank Partners. Therefore, this performance obligation is satisfied over time. We measure our progress toward
complete satisfaction of this performance obligation using the output method, with loans outstanding representing
the direct measure that faithfully depicts the loans for which control of servicing has transferred to the Bank
Partners. The value of our service transferred to the Bank Partners is represented by the servicing fee rate, as agreed
upon at contract inception. Therefore, we recognize revenue on a monthly basis upon settling with the Bank Partner.
Disaggregated revenue
Revenue disaggregated by type of service was as follows for the periods presented:
Merchant fees
Interchange fees
Transaction fees
Servicing fees
Other(1)
Servicing and other
Total revenue
$
$
$
Year Ended December 31,
2017
234,548
44,410
278,958
46,575
2018
297,776
51,128
348,904
65,597
$
172
65,769
414,673
$
354
46,929
325,887
$
2016
190,632
37,814
228,446
32,447
2,972
35,419
263,865
(1) Other revenue includes miscellaneous revenue items that are individually immaterial. Other revenue is presented separately herein in
order to clearly present merchant, interchange and servicing fees, which are more integral to our primary operations and better enable
financial statement users to calculate metrics such as servicing and merchant fee yields.
We have no remaining performance obligations as of December 31, 2018. No assets were recognized from
the costs to obtain or fulfill a contract with a customer as of December 31, 2018 or 2017. We recognized bad debt
expense arising from our contracts with customers of $1,294, $817 and $966 during the years ended December 31,
2018, 2017 and 2016, respectively, which is recorded within general and administrative expense in our Consolidated
Statements of Operations.
Share-Based Compensation
The Company issues share-based awards to certain employees and non-employees, which are measured at
fair value at the date of grant. The fair value determined at the date of grant is expensed, based on our estimate of
awards that will eventually vest, on a straight-line basis over the vesting period. We estimate expected forfeitures
based on historical forfeiture behavior. Share-based compensation expense is included within compensation and
benefits expense in the Consolidated Statements of Operations. Refer to Note 11 for additional information.
79
GreenSky, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Dollars in thousands, except per share data, unless otherwise stated)
Income Taxes
Income taxes are provided for in accordance with ASC Topic 740, “Income Taxes” (ASC Topic 740).
Deferred tax assets and liabilities are recorded for temporary differences between the tax basis of assets and
liabilities and the reported amounts in the Consolidated Financial Statements, using the statutory tax rates in effect
for the year in which the differences are expected to reverse. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in the results of operations in the period that includes the enactment date. A
valuation allowance is recorded to reduce the carrying amounts of deferred tax assets to the amount that is more
likely than not to be realized. The Company reports a liability for unrecognized tax benefits resulting from uncertain
tax positions taken or expected to be taken in a tax return. The Company recognizes interest and penalties, if any,
related to unrecognized tax benefits in income tax expense. Refer to Note 12 for additional information.
Related Party Transactions
In the normal course of business, we enter into certain transactions with entities or individuals that are
deemed to be affiliated companies or persons under the related party definition in ASC 850, Related Party
Disclosures. Refer to Note 14 for additional information.
Recently Adopted Accounting Standards
Recognition and measurement of financial assets and financial liabilities
In January 2016, the FASB issued ASU 2016-01 to address certain aspects of recognition, measurement,
presentation and disclosure of financial instruments. We adopted the standard as of January 1, 2018 using the
modified retrospective approach. As a result of adopting the standard, we eliminated the disclosure of the methods
and significant assumptions used to estimate the fair value for financial instruments measured at amortized cost on
the balance sheet, which applies to our fair value of term loan disclosure in Note 3. The remaining provisions of the
standard were either not applicable to us or already satisfied in our disclosures. Our adoption of this standard did not
have any additional impact on our Consolidated Financial Statements.
Scope of modification accounting
In May 2017, the FASB issued ASU 2017-09 to provide clarity and reduce both diversity in practice and the
cost and complexity to an entity when applying the guidance in ASC 718, Compensation—Stock Compensation, to a
change in the terms or conditions of a share-based payment award. The standard provides guidance about which
changes to the terms or conditions of a share-based payment award require an entity to apply modification
accounting. We adopted the standard as of January 1, 2018, and are applying its provisions prospectively to any
award modified on or after the adoption date. Our adoption of this standard did not have any impact on our
Consolidated Financial Statements.
Disclosure framework - changes to the disclosure requirements for fair value measurement
In August 2018, the FASB issued ASU 2018-13 to modify certain disclosure requirements about recurring
and nonrecurring fair value measurements to improve disclosure effectiveness. We adopted the standard as of the
date of issuance. As a result of adopting this standard, we replaced our previously disclosed quantitative sensitivity
analysis for unobservable inputs used to develop our Level 3 fair value measurements with narrative descriptions of
the uncertainty of our fair value measurements to changes in unobservable inputs, and added explanations of how
we calculated the weighted averages of the significant unobservable inputs used to develop our Level 3 fair value
measurements. Our adoption of this standard did not have any additional impact on our Consolidated Financial
Statements.
Accounting Standards Issued, But Not Yet Adopted
Leases
In February 2016, the FASB issued ASU 2016-02, which requires the recognition of right-of-use assets and
lease liabilities for operating leases with terms greater than 12 months on our Consolidated Balance Sheets.
Presentation of leases within our Consolidated Statements of Operations and Consolidated Statements of Cash
Flows will be generally consistent with the current lease accounting guidance codified in ASC 840, Leases. In July
80
GreenSky, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Dollars in thousands, except per share data, unless otherwise stated)
2018, the FASB issued ASU 2018-11, which provides an additional (and optional) transition method to adopt ASU
2016-02 by applying its provisions at the adoption date and recognizing a cumulative-effect adjustment to the
opening balance of retained earnings in the period of adoption, rather than applying the provisions at the beginning
of the earliest period presented in the financial statements. The standard is effective for us on January 1, 2019, and
we will apply its provisions using the optional transition method prescribed in ASU 2018-11, whereby we will
record a cumulative-effect adjustment to retained earnings on January 1, 2019, and we will retain the prior year
presentation and disclosures in accordance with predecessor guidance in ASC 840. Therefore, the Consolidated
Balance Sheet presentation for 2019 will not be comparable to the prior period presented in the first year of
adoption. On January 1, 2019, we expect to record a right-of-use asset of approximately $11.3 million, a lease
liability of approximately $14.1 million and an immaterial cumulative-effect adjustment to retained earnings.
Measurement of credit losses on financial instruments
In June 2016, the FASB issued ASU 2016-13, which is intended to better align the timing of recognition of
credit losses on financial instruments with management’s expectations. The standard requires a financial asset (or
group of financial assets) measured at amortized cost to be presented at the net amount expected to be collected.
Management must determine expected credit losses for all financial instruments held at the reporting date based on
relevant information about past events, including historical experience, current conditions and reasonable and
supportable forecasts, the latter of which broadens current guidance. The standard requires enhanced disclosures to
help investors and other financial statement users to better understand the significant estimates and judgments used
in estimating credit losses. The standard is effective for us on January 1, 2020, with early adoption permitted, but
not before January 1, 2019. The majority of this standard's provisions must be applied using a modified
retrospective approach. We are currently evaluating the potential impact of adopting this standard.
Improvements to non-employee share-based payment accounting
In June 2018, the FASB issued ASU 2018-07 to simplify certain aspects of the accounting for non-
employee share-based payment transactions. Under the new standard, all share-based payment transactions in which
a grantor acquires goods or services to be used or consumed in a grantor's own operations by issuing share-based
payment awards are within the scope of ASC 718. Consistent with the accounting requirement for employee share-
based payment awards, non-employee share-based payment awards within the scope of ASC 718 are measured at
grant-date fair value of the equity instruments, and the requirement to reassess classification of non-employee share-
based payment awards upon vesting is eliminated. The standard is effective for us on January 1, 2019 using a
cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption to remeasure
equity-classified awards for which a measurement date has not been established and liability-classified awards that
have not been settled by the date of adoption. We do not expect our adoption of this standard to have any impact on
our Consolidated Financial Statements.
Customer's accounting for implementation costs incurred in a cloud computing arrangement that is a service
contract
In August 2018, the FASB issued ASU 2018-15, which aligns the requirements for capitalizing
implementation costs incurred in a hosting arrangement that is a service contract with the requirements for
capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that
include an internal-use software license). Accordingly, costs for implementation activities in the application
development stage are capitalized depending on the nature of the costs, while costs incurred during the preliminary
project and post-implementation stages are expensed as the activities are performed. This standard also requires
entities to amortize the capitalized implementation costs of a hosting arrangement that is a service contract over the
term of the hosting arrangement and to apply the existing impairment guidance in ASC 350-40 to the capitalized
implementation costs as if the costs were long-lived assets. The standard clarifies that such capitalized
implementation costs are also subject to the guidance on abandonment in ASC 360, Property, Plant, and Equipment.
In addition, this standard requires alignment in presentation between: (1) the expense related to the
capitalized implementation costs and the fees associated with the hosting element (service) of the arrangement on
the statement of operations, (2) the capitalized implementation costs and any prepayment for the fees of the
81
GreenSky, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Dollars in thousands, except per share data, unless otherwise stated)
associated hosting arrangement on the balance sheet, and (3) the payments for capitalized implementation costs and
the payments made for fees associated with the hosting element in the statement of cash flows. The standard is
effective for us on January 1, 2020, with early adoption permitted, and should be applied either retrospectively or
prospectively to all implementation costs incurred after the date of adoption. We are refining our inventory of
existing cloud computing arrangements to identify hosting arrangements that are service contracts and will evaluate
how to account for the implementation costs of such arrangements.
Note 2. Earnings per Share
Basic earnings per share of Class A common stock is computed by dividing net income attributable to
GreenSky, Inc. by the weighted average number of shares of Class A common stock outstanding during the period.
Diluted earnings per share of Class A common stock is computed by dividing net income attributable to GreenSky,
Inc., adjusted for the assumed exchange of all potentially dilutive Holdco Units for Class A common stock, by the
weighted average number of shares of Class A common stock outstanding adjusted to give effect to potentially
dilutive elements.
Prior to the IPO, the GS Holdings membership structure included Class A, B, and C Units and Profits
Interests. The Company analyzed the calculation of earnings per unit for periods prior to the IPO and determined
that it resulted in values that would not be meaningful to the users of these Consolidated Financial Statements.
Therefore, earnings per share information has not been presented for the years ended December 31, 2017 and 2016.
82
GreenSky, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Dollars in thousands, except per share data, unless otherwise stated)
The following table sets forth reconciliations of the numerators and denominators used to compute basic
and diluted earnings per share of Class A common stock for the year ended December 31, 2018. The basic and
diluted earnings per share for the year ended December 31, 2018 represents only the period from May 24, 2018 to
December 31, 2018, the period wherein we had outstanding Class A common stock.
Numerator:
Income before income tax expense
Less: Net income attributable to GS Holdings prior to the Reorganization Transactions
Less: Net income attributable to noncontrolling interests after the Reorganization Transactions
Less: Income tax expense
Net income attributable to GreenSky, Inc. – basic
Add: Reallocation of net income attributable to noncontrolling interests after the Reorganization
Transactions from the assumed exchange of Holdco Units for Class A common stock
Less: Income tax expense on reallocation of net income attributable to noncontrolling interests(1)
Net income attributable to GreenSky, Inc. – diluted
Denominator:
Weighted average shares of Class A common stock outstanding – basic
Add: Dilutive effects as shown separately below
Holdco Units exchangeable for Class A common stock
Class A common stock options
Holdco warrants exchangeable for Class A common stock
Unvested Class A common stock(2)
Weighted average shares of Class A common stock outstanding – diluted
Earnings per share of Class A common stock outstanding – basic
Earnings per share of Class A common stock outstanding – diluted(3)
(1) We assumed an effective tax rate of 19.2%.
Year Ended
December 31,
2018
$
$
$
$
$
133,514
38,213
65,511
5,534
24,256
65,511
12,784
76,983
57,008,324
127,939,939
2,984,196
808,961
163,521
188,904,942
0.43
0.41
(2)
Includes both unvested Class A common stock issued as part of the Reorganization Transactions and unvested Class A common stock
awards issued subsequent to the Reorganization Transactions.
(3) Our calculation of diluted earnings per share excludes 1,533,029 Class A common stock options and 134,170 unvested Class A common
stock awards for the year ended December 31, 2018, as their inclusion would have been anti-dilutive. These amounts represent the
number of instruments outstanding at the end of the period. Application of the treasury stock method would reduce these amounts if they
had a dilutive effect and were included in the computation of diluted earnings per share.
Shares of the Company’s Class B common stock do not participate in the earnings or losses of the Company
and, therefore, are not participating securities. As such, separate presentation of basic and diluted earnings per share
of Class B common stock under the two-class method has not been presented.
Note 3. Fair Value of Assets and Liabilities
The following table summarizes, by level within the fair value hierarchy, the carrying amounts and
estimated fair values of our assets and liabilities measured at fair value on a recurring or nonrecurring basis or
disclosed, but not carried, at fair value in the Consolidated Balance Sheets as of the dates presented. There were no
transfers into, out of, or between levels within the fair value hierarchy during any of the periods presented.
83
GreenSky, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Dollars in thousands, except per share data, unless otherwise stated)
Assets:
Cash and cash equivalents(1)
Loan receivables held for sale, net(2)
Liabilities:
Finance charge reversal liability(3)
Servicing liabilities(3)
Term loan(1)
December 31, 2018
December 31, 2017
Level
Carrying
Value
Fair
Value
Carrying
Value
Fair
Value
1
2
3
3
2
$
303,390
$
303,390
$
224,614
$
224,614
2,876
3,552
73,606
74,190
$
138,589
$
138,589
$
94,148
$
94,148
3,016
3,016
2,071
2,071
386,822
386,234
338,263
345,820
(1) Disclosed, but not carried, at fair value. For our term loan, the amounts disclosed as of December 31, 2018 relate to the modified term
loan and amounts disclosed as of December 31, 2017 relate to the original term loan. See Note 7 for additional information. The carrying
value of our term loan is net of unamortized debt discount and debt issuance costs. The fair value of our term loan was determined using
a discounted cash flow model based on observable market factors (such as changes in credit spreads for comparable benchmark
companies) and credit factors specific to us.
(2) Measured at fair value on a nonrecurring basis.
(3) Measured and carried at fair value on a recurring basis in the Consolidated Balance Sheets. Servicing liabilities are presented within
other liabilities in the Consolidated Balance Sheets. The cash flow impacts of our liabilities that are measured at fair value on a recurring
basis are included within net cash provided by operating activities in the Consolidated Statements of Cash Flows.
Cash and cash equivalents
Cash and cash equivalents are classified within Level 1 of the fair value hierarchy, as the primary
component of the price is obtained from quoted market prices in an active market, which is the net asset value of the
underlying funds. The carrying amounts of our cash and cash equivalents approximate their fair values due to the
short maturities and highly liquid nature of these accounts. See Note 1 for additional information.
Loan receivables held for sale
Loan receivables held for sale are recorded in the Consolidated Balance Sheets at the lower of cost or fair
value and, therefore, are measured at fair value on a nonrecurring basis. For our loan receivables held for sale, fair
value approximates par value, as we have consistently sold loans for the full current balance in historical and current
period transactions with our Bank Partners.
Loan receivables held for sale are classified within Level 2 of the fair value hierarchy, as the primary
component of the price is obtained from observable values of loan receivables with similar terms and characteristics
as the loan receivables sold to our Bank Partners. We have the ability to access this market, and it is the market into
which these loan receivables are typically sold. See Note 4 for additional information on our loan receivables held
for sale.
Finance charge reversals
Our Bank Partners offer certain loan products that have a feature whereby the account holder is provided a
promotional period to repay the loan principal balance in full without incurring a finance charge. For these loan
products, we bill interest each month throughout the promotional period and, under the terms of the contracts with
our Bank Partners, we are obligated to pay this billed interest to the Bank Partners if an account holder pays off the
loan balance in full within the promotional period. Therefore, the monthly process of billing interest on deferred
loan products triggers a potential future FCR liability for the Company. The FCR component of our Bank Partner
contracts qualifies as an embedded derivative. The FCR liability is not designated as a hedge for accounting
purposes and, as such, changes in its fair value are recorded within cost of revenue in the Consolidated Statements
of Operations.
The FCR liability is carried at fair value on a recurring basis in the Consolidated Balance Sheets and is
estimated based on historical experience and management’s expectation of future FCR. The FCR liability is
classified within Level 3 of the fair value hierarchy, as the primary component of the fair value is obtained from
84
GreenSky, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Dollars in thousands, except per share data, unless otherwise stated)
unobservable inputs based on the Company’s data, reasonably adjusted for assumptions that would be used by
market participants. The following table reconciles the beginning and ending fair value measurements of our FCR
liability during the periods indicated.
Beginning balance
Receipts(1)
Settlements(2)
Fair value changes recognized in cost of revenue(3)
Ending balance
Year Ended December 31,
2017
2016
2018
$
$
94,148
$
68,064
$
49,459
129,153
(181,590)
96,878
138,589
$
109,818
(127,029)
43,295
94,148
$
79,508
(102,406)
41,503
68,064
(1) Represents cash received from deferred payment loans during the promotional period, referred to as incentive payments, cash received
from recoveries on previously charged-off Bank Partner loans, and the proceeds received from transferring our rights to Charged-Off
Receivables attributable to previously charged-off Bank Partner loans. We consider all monthly incentive payments from Bank Partners
during the period to be related to billed finance charges on deferred interest products until monthly incentive payments exceed total
billed finance charges on deferred products, which did not occur during any of the periods presented.
(2) Represents the reversal of previously billed finance charges associated with deferred payment loan principal balances that paid off within
the promotional period.
(3) A fair value adjustment is made based on the expected reversal percentage of billed finance charges (expected settlements), which is
estimated at each reporting date. The fair value adjustment is recognized in cost of revenue in the Consolidated Statements of
Operations.
Our estimated reversal rate for billed interest on deferred loan products is the significant unobservable input
used to value the Level 3 FCR liability. As we have expanded our deferred loan products and as our historical
experience with these products has progressed, management has developed more specific reversal rates for
categories of deferred loan products based on the length of the interest-free promotional period (ranging from 6 to
24 months), whether or not loan principal payments were required to be paid during the interest-free promotional
period, and the industry vertical (home improvement or elective healthcare). This has resulted in incremental
increases in the number of reversal rate assumptions used to value the FCR liability. The following table presents
the ranges and weighted averages of our estimated reversal rates as of the dates indicated.
Reversal rate
Range
Weighted average
2018
70.0% – 97.3%
88.2%
December 31,
2017
2016
85.5% – 98.0% 88.0% – 88.5%
88.3%
89.0%
The weighted averages in the above table were calculated by first determining the percentage of the
reporting date FCR liability attributable to each category of deferred loan products for which a reversal rate
assumption is determined. We then multiplied these weights by the unique reversal rate for each category and
summed the resulting products.
A significant increase or decrease in the estimated reversal rates could result in a significantly higher or
lower, respectively, calculation of our expected future payments to our Bank Partners, resulting in a higher or lower,
respectively, fair value measurement of our FCR liability.
Charged-off receivables
Periodically, we transfer our rights to certain Charged-Off Receivables in exchange for a cash payment
based on the expected recovery rate of such loan receivables, which consist primarily of previously charged-off
Bank Partner loans. We have no continuing involvement with these Charged-Off Receivables other than performing
reasonable servicing and collection efforts on behalf of the third parties and Bank Partners that purchased the
Charged-Off Receivables. The proceeds from transfers of Charged-Off Receivables attributable to Bank Partner
loans are recognized on a collected basis as reductions to cost of revenue, which reduces the fair value adjustment to
85
GreenSky, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Dollars in thousands, except per share data, unless otherwise stated)
the FCR liability in the period of transfer. The following table presents details of Charged-Off Receivables transfers
during the years indicated. There were no transfers of Charged-Off Receivables during the year ended December 31,
2016.
Year Ended December 31, 2018
Aggregate Unpaid Balance
Loan
receivables
held for sale
3,263
$
Bank
Partner
loans
$ 201,517
Total(1)
$ 204,780
Bank
Partner
loans
$
26,692
Proceeds
Loan
receivables
held for sale
431
$
Year Ended December 31, 2017
197,114
4,165
201,279
18,968
406
$
Total
27,123
19,374
(1) During the years ended December 31, 2018 and 2017, $14,940 and $2,966, respectively, of the aggregate unpaid balance on cumulative
transferred Charged-Off Receivables were recovered through our servicing efforts on behalf of our Charged-Off Receivables investors.
Servicing liabilities
We elected the fair value method to account for our servicing liabilities to more appropriately reflect the
value of the obligation in our Consolidated Financial Statements. As a result of this election, our servicing liabilities
are carried at fair value on a recurring basis within other liabilities in the Consolidated Balance Sheets and are
estimated using a discounted cash flow model. See Note 8 for additional information. Servicing liabilities are
classified within Level 3 of the fair value hierarchy, as the primary component of the fair value is obtained from
unobservable inputs based on peer market data, reasonably adjusted for assumptions that would be used by market
participants to service our transferred Charged-Off Receivables portfolios, for which market data is not available.
Changes in the fair value of our servicing liabilities are recorded within other gains/(losses) in the Consolidated
Statements of Operations.
Significant assumptions used in valuing our servicing liabilities were as follows:
• Cost of servicing: The cost of servicing represents the servicing rate a willing market participant would
require to service loans with similar characteristics as the Charged-Off Receivables.
• Discount rate: The discount rate reflects the time value of money adjusted for a risk premium and is
within an observable range based on peer market data.
• Recovery period: Our recovery period was determined based on a reasonable recovery period for loans
of these sizes and characteristics based on historical experience. We assumed that collection efforts for
these loans will cease after five years, and the run-off of the portfolio will follow a straight-line
methodology, adjusted for actual cash recoveries over time.
The following table reconciles the beginning and ending fair value measurements of our servicing liabilities
associated with transferring our rights to Charged-Off Receivables during the periods presented. There were no
servicing liabilities during the year ended December 31, 2016.
Beginning balance
Initial obligation from transfer of Charged-Off Receivables(1)
Fair value changes recognized in other gains/(losses)
Change in inputs or assumptions used in the valuation model
Other changes in fair value(1)(2)
Ending balance
Year Ended December 31,
2018
2017
$
$
2,071
$
2,461
—
(1,516)
3,016
$
—
2,379
—
(308)
2,071
(1) Recognized in other gains/(losses) in the Consolidated Statements of Operations.
(2) Represents the reduction of our servicing liabilities due to the passage of time and collection of loan payments.
86
GreenSky, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Dollars in thousands, except per share data, unless otherwise stated)
The following table presents quantitative information about the significant unobservable inputs used to
value the Level 3 servicing liabilities as of the dates presented.
Input
Cost of servicing (basis points)
Discount rate
Recovery period (years)
December 31, 2018
December 31, 2017
Range
62.5
18.0%
3.6 – 4.9
Weighted
Average
62.5
18.0%
4.3
Range
62.5
18.0%
4.6 – 4.9
Weighted
Average
62.5
18.0%
4.8
The recovery period is weighted by the unpaid balance of previously transferred Charged-Off Receivables
as of December 31, 2018 and 2017. The recovery period reflects the length of time over which we expect to perform
servicing activities and has an inverse correlation with the amount by which the servicing liability is reduced each
reporting period. As such, a significant increase or decrease in the expected recovery period could have resulted in a
higher or lower, respectively, servicing liability as of December 31, 2018 and 2017.
A significant increase or decrease in the market cost of servicing could have resulted in a significantly
higher or lower, respectively, servicing liability as of December 31, 2018 and 2017. We only use one cost of
servicing assumption; therefore, the weighted average only includes a singular basis points cost of servicing.
Finally, a significant increase or decrease in the discount rate could have resulted in a lower or higher,
respectively, servicing liability as of December 31, 2018 and 2017. The discount rate impact on our servicing
liability is much less compared to the recovery period and cost of servicing assumptions. We only use one discount
rate assumption; therefore, the weighted average only includes a singular discount rate.
Financial guarantee
Under the terms of the contracts with our Bank Partners, we provide limited protection in the event of
excessive Bank Partner portfolio credit losses and record a financial guarantee liability at fair value based on
historical experience and the amount of current customer delinquencies expected to convert into Bank Partner
portfolio credit losses. See Note 13 for additional information.
Note 4. Loan Receivables Held for Sale
The following table summarizes the activity in the balance of loan receivables held for sale at lower of cost
or fair value during the periods indicated.
Year Ended December 31,
2017
2016
2018
Beginning balance
$
73,606
$
41,268
$
Additions
Proceeds from sales and customer payments(1)
Loss on sale
Increase in valuation allowance
Transfers(2)
Write offs and other(3)
Ending balance
93,240
(161,009)
—
(92)
22
(2,891)
2,876
$
134,659
(93,044)
(500)
(584)
(5,017)
(3,176)
73,606
$
$
1,843
309,218
(262,903)
(907)
—
(4,092)
(1,891)
41,268
(1) Customer payments include accrued interest and fees, recoveries of previously charged-off loan receivables held for sale, as well as
proceeds from transferring our rights to Charged-Off Receivables attributable to loan receivables held for sale. We retain servicing
arrangements on sold loan receivables with the same terms and conditions as loans that are originated by our Bank Partners. Income
from loan receivables held for sale activities is recorded within interest income and other gains/(losses) in the Consolidated Statements
of Operations. We sold loan receivables held for sale to certain Bank Partners on the following dates during the years indicated:
87
GreenSky, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Dollars in thousands, except per share data, unless otherwise stated)
2018
2017
2016
Date
Amount
Date
Amount
Date
Amount
May 21
June 27
September 27
December 20
$
June 29
9,552
50,614 December 21
$
17,900 May 12
54,171 September 29
48,176
30,684
November 30
December 16
December 23
Total
$
139,026
$
72,071
$
$
28,392
20,263
19,990
33,621
139,004
241,270
(2) We temporarily hold certain loan receivables, which are originated by a Bank Partner, while non-originating Bank Partner eligibility is
being determined. Once we determine that a loan receivable meets the investment requirements of an eligible Bank Partner, we transfer
the loan receivable to the Bank Partner at cost plus any accrued interest. The reported amount also includes loan receivables that have
been placed on non-accrual and non-payment status while we investigate consumer inquiries.
(3) We received recovery payments of $57, $238 and $116 during the years ended December 31, 2018, 2017 and 2016, respectively.
Recoveries of principal and finance charges and fees on previously written off loan receivables held for sale are recognized on a
collected basis as other gains and interest income, respectively, in the Consolidated Statements of Operations. Separately, during the
years ended December 31, 2018 and 2017, write offs and other were reduced by $431 and $406, respectively, related to cash proceeds
received from transferring our rights to Charged-Off Receivables attributable to loan receivables held for sale. The cash proceeds
received were recorded within other income/(expense), net in the Consolidated Statements of Operations.
The following table presents activities associated with our loan receivable sales and servicing activities
during the years indicated.
Gain/(loss) on sold loan receivables held for sale
Cash Flows
Sales of loans
Servicing fees
Year Ended December 31,
2017
2018
2016
— $
(500) $
(907)
$
139,026
2,321
$
72,071
2,821
241,270
1,672
$
$
The following table presents information as of the dates indicated about the principal balances of sold loan
receivables that are not recorded in our Consolidated Balance Sheets, but with which we have a continuing
involvement through our servicing arrangements with our Bank Partners. The sold loan receivables are pooled with
other loans originated by the Bank Partners for purposes of determining escrow balances and incentive payments.
The escrow balances represent our only direct exposure to potential losses associated with these sold loan
receivables.
Total principal balance
Delinquent loans (unpaid principal balance)
December 31,
2018
2017
$
357,060
$
23,385
305,748
20,409
Year Ended December 31,
2017
2018
2016
Net charge-offs (unpaid principal balance)
$
11,355
$
8,574
4,545
88
GreenSky, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Dollars in thousands, except per share data, unless otherwise stated)
Note 5. Accounts Receivable
Accounts receivable consisted of the following as of the dates indicated.
December 31, 2018
Transaction related
Servicing related
Total
December 31, 2017
Transaction related
Servicing related
Total
Accounts
Receivable,
Gross
Allowance
for
Losses
Accounts
Receivable,
Net
$
$
$
$
14,704
864
15,568
15,997
2,637
18,634
$
$
$
$
(168) $
—
(168) $
(276) $
—
(276) $
14,536
864
15,400
15,721
2,637
18,358
Note 6. Property, Equipment and Software
Property, equipment and software were as follows as of the dates indicated.
Furniture
Leasehold improvements
Computer hardware
Software
Total property, equipment and software, at cost
Less: accumulated depreciation
Less: accumulated amortization
Total property, equipment and software, net
December 31,
2018
2017
$
$
2,813
4,171
2,923
8,344
18,251
(5,462)
(2,557)
10,232
$
$
2,704
3,659
2,987
4,836
14,186
(4,060)
(2,278)
7,848
The following table shows depreciation and amortization expense during the years presented, as well as
losses on abandoned property, equipment and software and recorded impairment losses related to abandoned
capitalized software projects that are recorded within general and administrative expense in the Consolidated
Statements of Operations. We determined that these software projects would not generate future cash flows through
use or disposal to a third party and, as such, the fair value as of the respective reporting dates was $0.
Depreciation expense
Amortization expense
Impairment losses
Losses on abandonment
Year Ended December 31,
2018
2017
2016
$
2,320
$
2,158
19
—
2,149
$
1,834
78
—
1,757
1,951
107
44
89
GreenSky, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Dollars in thousands, except per share data, unless otherwise stated)
The estimated future amortization of software is as follows as of the date indicated.
2019
2020
2021
Total
Note 7. Borrowings
Credit Agreement
December 31,
2018
$
$
2,574
2,229
984
5,787
In August 2017, we entered into a $450.0 million credit agreement (“Credit Agreement”), which provided
for a $350.0 million term loan (“original term loan”) maturing on August 25, 2024 and a $100.0 million revolving
loan facility maturing on August 25, 2022.
Original term loan. The original term loan incurred interest, due quarterly in arrears, at an adjusted LIBOR
rate, which represented the one-month LIBOR rate multiplied by the statutory reserve rate, as defined in the Credit
Agreement, plus a margin of 4.00% per annum. An original issuance discount of $3,500 and debt issuance costs of
$7,949 were recorded as a direct deduction from the face amount of the original term loan and were being amortized
into interest expense over the term of the loan using the effective interest method.
The net proceeds from the term loan of $338.6 million, along with $7.9 million of cash, were set aside for a
subsequent $346.5 million payment (which is occurring in stages) to certain equity holders and a related party. With
the exception of the payments to the related party, which are related party expenses, the payments were accounted
for as distributions. During the year ended December 31, 2018, we made distributions of $4.3 million and payments
to the related party of $0.6 million. The remaining reserved payment of $5.5 million as of December 31, 2018 was
included within other liabilities and related party liabilities in the Consolidated Balance Sheets. See Note 14 for
further discussion of related party transactions.
The distribution to GS Holdings unit holders and GS Holdings holders of profits interests was made on a
basis generally proportionate to their equity interests in GS Holdings. GS Holdings' members approved the Credit
Agreement and the distribution of the proceeds of the original term loan to the GS Holdings unit holders, holders of
profits interests and a related party. The purpose of the distribution was to provide a cash return on investment to the
GS Holdings members and holders of profits interests.
Revolving loan facility. Under the revolving loan facility, revolving loans incur interest at our election at
either (i) a base rate, which represents, for any day, a rate per annum equal to the greater of (a) the prime rate on
such day, (b) the federal funds rate on such day plus 0.50%, and (c) the adjusted LIBOR for a one-month interest
period on such day plus 1.00%, plus a margin of 3.00% per annum or (ii) an adjusted LIBOR rate, as discussed
below, plus a margin of 4.00% per annum. If our first lien net leverage ratio, as discussed further below, is equal to
or below 1.50 to 1.00, these interest margins are reduced to 2.75% and 3.75% for base rate loans and Eurodollar
loans, respectively. As of December 31, 2018 and 2017, we had no borrowings under the revolving loan facility.
We are required to pay a quarterly commitment fee at a per annum rate of 0.50% on the daily unused
amount of the revolving loan facility, inclusive of the aggregate amount available to be drawn under letters of credit,
of which $10.0 million was available, but unused, as of December 31, 2018 as discussed further below. This rate is
reduced to 0.375% for any quarterly period in which our first lien net leverage ratio is equal to or below 1.50 to
1.00. For the years ended December 31, 2018 and 2017, we recognized $411 and $175, respectively, of commitment
fees within interest expense in the Consolidated Statements of Operations.
90
GreenSky, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Dollars in thousands, except per share data, unless otherwise stated)
Amended Credit Agreement
In March 2018, we amended certain terms of our Credit Agreement ("Amended Credit Agreement"). The
term loan and revolving loan facility under the Amended Credit Agreement are collectively referred to as the
"Credit Facility."
Term loan. The Amended Credit Agreement replaced the original term loan with a $400.0 million term loan
(“modified term loan”) and extended the maturity date to March 29, 2025. Further, the interest margin on the
modified term loan was reduced to 3.25% per annum.
We contemporaneously settled the outstanding principal balance on the original term loan of $349.1 million
with the issuance of the $400.0 million modified term loan. An original issuance discount of $1.0 million was
reported in the Consolidated Balance Sheets as a direct deduction from the face amount of the modified term loan.
Therefore, the gross proceeds of the modified term loan were $399.0 million. The proceeds from the modified term
loan were primarily used to repay the outstanding principal balance on the original term loan and to pay $1.1
million of third party costs, including legal and debt arrangement costs, which were immediately expensed and
recorded within general and administrative expense in the Consolidated Statements of Operations on the
modification date. The remaining $48.8 million of proceeds were used to provide for distributions to certain equity
holders and a related party prior to the IPO. During the year ended December 31, 2018, we made distributions of
$47.0 million. The remaining reserved payment of $1.8 million as of December 31, 2018 was included within other
liabilities and related party liabilities in the Consolidated Balance Sheets. See Note 14 for further discussion of
related party transactions.
Key details of the term loans are as follows:
Term loan, face value(2)
Unamortized debt discount(3)
Unamortized debt issuance costs(3)
Term loan
December 31,(1)
2018
2017
$
$
397,000
(3,728)
(6,450)
386,822
$
$
349,125
(3,321)
(7,541)
338,263
(1) Amounts reflect details of the original term loan as of December 31, 2017, and details of the modified term loan as of December 31,
2018.
(2) The principal balance of the original term loan was scheduled to be repaid on a quarterly basis at an amortization rate of 0.25% per
quarter. We made the first principal payment in December 2017. The principal balance of the modified term loan is scheduled to be
repaid on a quarterly basis at an amortization rate of 0.25% per quarter, with the balance due at maturity. We made the first principal
payment on the modified term loan in June 2018. For each of the next five years, principal repayments on the modified term loan are
expected to be $4,000.
(3) For the years ended December 31, 2018 and 2017, $593 and $180, respectively, of debt discount and $1,091 and $408, respectively, of
debt issuance costs were amortized into interest expense in the Consolidated Statements of Operations. Giving effect to the amortization
of debt discount and debt issuance costs on the term loan, the effective interest rates were 5.99% and 5.74% during the years ended
December 31, 2018 and 2017, respectively.
Revolving loan facility. Under the Amended Credit Agreement, the maturity date of the $100.0 million
revolving loan facility was extended to March 29, 2023. Further, the interest margin applied to revolving loans that
incur interest at a base rate was modified to 2.00% per annum and the margin applied to revolving loans that incur
interest at an adjusted LIBOR rate was modified to 3.00% per annum. However, if our first lien net leverage ratio is
equal to or above 1.50 to 1.00, these interest margins are raised to 2.25% and 3.25%, respectively. As of
December 31, 2018, we had no borrowings under the revolving loan facility. Lastly, the Amended Credit Agreement
provided for a $10.0 million letter of credit, which, to the extent drawn upon, would reduce the amount of
availability under the revolving loan facility by the same amount. We did not draw on our available letter of credit
as of December 31, 2018. The Credit Agreement commitment fee rates on the revolving loan facility (inclusive of
the letter of credit), as disclosed above, were not changed.
91
GreenSky, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Dollars in thousands, except per share data, unless otherwise stated)
Covenants
The Amended Credit Agreement contains certain financial and non-financial covenants with which we must
comply. The financial covenant requires a first lien net leverage ratio equal to or below 3.50 to 1.00 for any
measurement date at which the principal amounts of outstanding revolving loans and letters of credit exceed 25% of
the aggregate principal amount of the revolving loan facility. The first lien net leverage ratio is calculated as the
ratio of (i) the aggregate principal amount of indebtedness, minus the aggregate amount of consolidated cash
(exclusive of restricted cash), as of the measurement date to (ii) consolidated EBITDA, as defined in the Amended
Credit Agreement, for the four prior quarters.
The non-financial covenants include, among other things, restrictions on indebtedness, liens, fundamental
changes to the business (such as acquisitions, mergers, liquidations or changes in the nature of the business, asset
dispositions, restricted payments, transactions with affiliates and other customary matters).
The Amended Credit Agreement also includes various negative covenants, including one that restricts GS
Holdings from making non-tax distributions unless certain financial tests are met. In general, GS Holdings is
restricted from making distributions unless (a) after giving effect to the distribution it would have, as of a
measurement date, a total net leverage ratio of no more than 3.00 to 1.00, and (b) the source of such distributions is
retained excess cash flow, certain equity issuance proceeds and certain other sources.
We were in compliance with all covenants, both financial and non-financial, as of December 31, 2018 and
2017.
The Amended Credit Agreement defines events of default, the breach of which could require early payment
of all borrowings under, and termination of, the Amended Credit Agreement or similar actions.
Any borrowings under the Amended Credit Agreement are unconditionally guaranteed by our subsidiaries.
Further, the lenders have a security interest in substantially all of the assets of GS Holdings and the other guarantors
thereunder.
Initial Credit Facility
On February 10, 2017, GSLLC entered into an agreement (“Initial Credit Facility Agreement”) for a two-
year, $50.0 million bank revolving credit facility (“Initial Credit Facility”), which was expandable, upon our request
and successful syndication, to $100.0 million. The Initial Credit Facility Agreement also allowed us to request the
issuance of letters of credit denominated in United States dollars as the applicant thereof for the support of our or
our subsidiaries’ obligations. In conjunction with the Credit Agreement, on August 25, 2017, we terminated the
Initial Credit Facility, at which time we had no borrowings under the facility, nor requests for letters of credit.
During the year ended December 31, 2017, we recorded commitment fees on the daily unused amount of
each lender’s commitment under the Initial Credit Facility of $159, which were recorded within interest expense in
the Consolidated Statements of Operations. Further, we recorded up-front and other fees associated with the Initial
Credit Facility within other assets in the Consolidated Balance Sheets, which were amortized on a straight-line basis
over the remaining term of the Initial Credit Facility into interest expense in the Consolidated Statements of
Operations. For the year ended December 31, 2017, we recorded $99 of amortization of such fees within interest
expense in the Consolidated Statements of Operations. We incurred debt extinguishment costs of $254 during the
year ended December 31, 2017 upon termination of the Initial Credit Facility, which were recorded within other
gains/(losses) in the Consolidated Statements of Operations.
Note 8. Other Liabilities
The following table details the components of other liabilities in the Consolidated Balance Sheets as of the
dates indicated.
92
GreenSky, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Dollars in thousands, except per share data, unless otherwise stated)
Deferred lease liabilities
Transaction processing liabilities
Servicing liabilities(1)
Distributions payable(2)
Tax related liabilities(3)
Accruals and other liabilities
Total other liabilities
December 31,
2018
2017
2,489
4,958
3,016
10,066
4,412
10,736
35,677
$
$
2,819
16,435
2,071
13,189
—
4,327
38,841
$
$
(1) Refer to Note 3 for additional information on servicing liabilities.
(2) Related party distributions payable are not included in this balance, but rather are included within related party liabilities.
(3) Tax related liabilities primarily related to uncertain tax positions as of December 31, 2018. Refer to Note 12 for additional information
on tax related liabilities.
Note 9. Noncontrolling Interests
GreenSky, Inc. is the sole managing member of GS Holdings and consolidates the financial results of GS
Holdings. Therefore, the Company reports a noncontrolling interest based on the common units of GS Holdings
held by the Continuing LLC Members. Changes in GreenSky, Inc.’s ownership interest in GS Holdings, while
GreenSky, Inc. retains its controlling interest in GS Holdings, are accounted for as equity transactions. As such,
future redemptions or direct exchanges of Holdco Units by the Continuing LLC Members will result in a change in
ownership and reduce or increase the amount recorded as noncontrolling interest and increase or decrease additional
paid-in capital when GS Holdings has positive or negative net assets, respectively.
As of December 31, 2018, GreenSky, Inc. had 54,504,902 shares of Class A common stock outstanding,
which resulted in an equivalent amount of ownership of Holdco Units. Adjusted for unvested Holdco Units,
GreenSky, Inc. had a 30.0% economic ownership interest in GS Holdings as of December 31, 2018.
Note 10. Permanent Equity (Deficit)
Historical information prior to the Reorganization Transactions has been restated below to account for a 10
to 1 stock split that occurred immediately prior to the IPO in connection with the Reorganization Transactions.
Treasury Stock
During 2018, our Board of Directors authorized the repurchase of up to $150 million of the Company's
Class A common stock. Repurchases may be made at management's discretion from time to time on the open market
or through privately negotiated transactions. The repurchase program has no time limit and may be suspended for
periods or discontinued at any time. The repurchased shares are held in a treasury account using the cost method.
Our treasury account also includes issued restricted stock awards that were forfeited by the award recipient.
The Company does not pay any consideration to reacquire these shares. See Note 11 for further discussion of our
restricted stock awards.
As of December 31, 2018, total treasury shares were 4,692,961, including repurchases of 4,681,211 shares
at a cost of $43.9 million and 11,750 shares associated with forfeited restricted Class A common stock awards.
Upon reissuance of any treasury shares, the Company uses a first-in, first-out approach. There were no reissuances
of treasury shares during the year ended December 31, 2018.
Warrants
On October 29, 2015, we issued warrants to a GSLLC (and subsequently GS Holdings) Class A member,
which was also an affiliate of one of the members of the former GSLLC board of managers, to purchase up to
93
GreenSky, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Dollars in thousands, except per share data, unless otherwise stated)
100,000 Class A units of GS Holdings (equal to 0.1% of the issued and outstanding units as of that date). During
2017, all 100,000 of these warrants were exercised for GS Holdings Class A units.
On January 1, 2014, we issued warrants to an affiliate of one of the members of the former GSLLC board of
managers to purchase up to 1,304,640 Class A units of GSLLC (and subsequently GS Holdings) (equal to 0.8% of
the issued and outstanding units as of that date). The exercise price of the warrants was $1.08 per Class A unit
subject to adjustments, including for unit splits, combinations and reclassifications. The warrants vested ratably over
five years and would have expired on December 31, 2023. In December 2017, these warrants were capped at $11.42
and 1,304,640 companion profits interests were issued at a threshold value of $11.42. We evaluated this
modification in accordance with ASC 718, Compensation - Stock Compensation, and determined that there was no
incremental share-based compensation expense to recognize as a result of this modification.
As part of the Reorganization Transactions, outstanding warrants to acquire Class A units of GS Holdings
were equitably adjusted pursuant to their terms so that they are exercisable for Holdco Units (and an equal number
of shares of Class B common stock). Refer to Note 1 for a discussion of the Reorganization Transactions.
Distributions
On a quarterly basis, we pay tax distributions, typically in January, April, June and September each year,
based on the estimated tax payments that our members are expected to have to make during any given period (based
upon various tax rate assumptions). During the years ended December 31, 2018, 2017 and 2016, we paid tax
distributions of $63.7 million, $71.3 million and $46.9 million, respectively.
In certain circumstances, we also paid special distributions. See Note 7 for a discussion of distributions
made during 2018 and 2017 using the net proceeds from our original and modified term loans, respectively.
In May 2018, we declared a special operating distribution of $26.2 million, of which $25.1 million was paid
in cash during the year ended December 31, 2018. The remaining portion of the declared distribution will be paid in
stages upon vesting events and is recorded within related party liabilities ($0.2 million) and other liabilities ($0.9
million) in the Consolidated Balance Sheets as of December 31, 2018. See Note 14 for further discussion of related
party transactions.
In December 2017, we declared a $160.0 million special cash distribution to GS Holdings unit holders and
holders of profits interests. During the year ended December 31, 2018, we made distributions of $1.4 million. The
remaining unpaid portion of the declared distribution of $2.5 million as of December 31, 2018 is recorded within
other liabilities in the Consolidated Balance Sheets. Refer to Note 1 for discussion of the Reorganization
Transactions.
During the year ended December 31, 2016, we did not declare or pay any special distributions.
See Note 7 for discussion of distributions using the proceeds from our borrowings and see Note 14 for
discussion of unpaid distributions owed to related parties.
Note 11. Share-Based Compensation
We maintain the 2018 Omnibus Incentive Compensation Plan (the "2018 Plan"), which was adopted in
April 2018. The Company reserved a total of 24.0 million shares of Class A common stock for issuance pursuant to
the 2018 Plan. As of December 31, 2018, 22.8 million shares of the Company's common stock remained available
for future issuance under the 2018 Plan. The Company has the following share-based compensation awards
outstanding as of December 31, 2018: Class A common stock options, unvested Holdco Units and unvested Class A
common stock awards.
Historical information prior to the Reorganization Transactions has been restated below to account for a 10
to 1 stock split that occurred immediately prior to the IPO in connection with the Reorganization Transactions.
We recorded share-based compensation expense of $6,038, $3,951 and $1,897 for the years ended
December 31, 2018, 2017 and 2016, respectively, which is included within compensation and benefits expense in
the Consolidated Statements of Operations.
94
GreenSky, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Dollars in thousands, except per share data, unless otherwise stated)
Class A Common Stock Options
Class A common stock options ("Options") granted by the Company are time-vested awards that vest
ratably over a period of three to five years of continued employee or non-employee service, or cliff vest at the end
of a period of five years of continued employee service. The contractual term of Options is ten years from the grant
date. Options are not subject to post-vesting restrictions. Upon the exercise of Options, the Company issues Class A
common stock.
On October 1, 2015, and as discussed in more detail under "Profits Interests," certain GS Holdings Class A
unit options were capped ("Capped Options") and an equivalent number of profits interests were issued with a
threshold value of $7.60 per unit, which represented the fair value of the GS Holdings Class A units as of that date.
Capped Options and their related profits interest awards were aggregated to count as one unit against the legacy GS
Holdings equity incentive plan authorization limit. See "Profits Interests" below for discussion of the effects of this
modification.
As part of the Reorganization Transactions, outstanding options to acquire Class A units of GS Holdings
(including Capped Options) were equitably adjusted so that they are exercisable for shares of Class A common
stock, which remain subject to the same vesting requirements of the original GS Holdings Class A unit options
("Class A Unit Options"). We evaluated this modification in accordance with ASC 718, Compensation - Stock
compensation and determined that it does not require modification accounting. One hundred forty-five employees
and former employees and four non-employees were affected by this modification. Refer to Note 1 for a discussion
of the Reorganization Transactions.
Option activity was as follows during the years indicated:
Year Ended December 31,
2018
2017
2016
Number of
Options
Weighted
Average
Exercise Price
Number of
Options
Number of
Options
Outstanding at beginning of period
9,821,890
$
2.65
10,006,890
10,490,980
Granted prior to Reorganization Transactions and IPO(1)
Exercised prior to Reorganization Transactions and IPO(2)(3)
Forfeited prior to Reorganization Transactions and IPO
Effect of Reorganization Transactions and IPO
Granted after the Reorganization Transactions and IPO(1)
Exercised after Reorganization Transactions and IPO(2)(3)
Forfeited after Reorganization Transactions and IPO
Expired after Reorganization Transactions and IPO(4)
Outstanding at end of period(5)
Exercisable at end of period(5)(6)
340,000
(270,000)
(260,000)
(186,772)
1,114,029
(2,171,284)
(321,506)
(13,065)
8,053,292
5,364,233
$
$
14.95
3.19
6.41
7.56
20.64
1.09
16.98
10.68
5.25
1.89
500,000
(202,000)
(483,000)
N/A
420,000
(50,000)
(854,090)
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
9,821,890
10,006,890
7,015,000
4,672,400
(1) Weighted average grant date fair value of Options granted during the years ended December 31, 2018, 2017 and 2016 was $6.06, $3.52
and $4.05, respectively.
(2) The total intrinsic value of Options exercised, which is defined as the amount by which the market value of the stock on the date of
exercise exceeds the exercise price, during the years ended December 31, 2018, 2017 and 2016 was $15,374, $396 and $98, respectively.
(3) Employees paid $398 during the year ended December 31, 2018 to the Company to exercise Options, which resulted in the issuance of
30,516 Holdco Units prior to the Reorganization Transactions and IPO and 8,347 shares of Class A common stock subsequent to the
Reorganization Transactions and IPO. Additionally, during the year ended December 31, 2018, 2,372,936 Options were exercised by
means of a cashless net exercise procedure, which resulted in the issuance of 38,637 Holdco Units prior to the Reorganization
Transactions and IPO and the issuance of 1,027,377 shares of Class A common stock subsequent to the Reorganization Transactions and
IPO. The income tax benefit from Options exercised during 2018 was $867.
95
GreenSky, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Dollars in thousands, except per share data, unless otherwise stated)
(4) Expired Options represent vested underwater Options that were not exercised by terminated employees within 30 days from the
employment termination date, as stipulated in the Option award agreements.
(5) The aggregate intrinsic value and weighted average remaining contractual terms of Options outstanding, all of which were assumed to
vest, and Options exercisable were as follows:
Aggregate intrinsic value (in millions)
Options outstanding
Options exercisable
Weighted average remaining term (in years)
Options outstanding
Options exercisable
December 31, 2018
$
$
35.0
31.1
5.5
4.3
(6) The total fair value, based on grant date fair value, of Options that vested was $1,246, $1,446 and $1,234 during the years ended
December 31, 2018, 2017 and 2016, respectively.
Compensation expense related to Options is measured based on their grant date fair values. We use a Black-
Scholes options pricing model to determine the grant date fair value of Options.
The following inputs and assumptions were used to value the Options as of the grant dates:
Risk-free interest rate
Expected volatility(1)
Expected dividend yield(2)
Expected term (in months)(3)
Fair value of Options
Year Ended December 31,
2017
2018
2016
2.77 – 3.06%
2.03 – 2.23%
1.33 – 2.29%
23.10 – 25.70% 23.90 – 44.40% 40.90 – 44.40%
0
0
0
75 – 78
$2.95 – $7.14
78
$2.69 – $4.99
78
$3.22 – $5.00
(1) We estimated volatility based on historical volatility rates of a peer group of public payment processing companies over a period that
approximates the expected term.
(2) We assumed a dividend yield of zero as we have no plans to declare dividends for the foreseeable future.
(3) We determined the expected term as the midpoint between the scheduled vesting and expiration dates of the awards. We used the
simplified method primarily due to having insufficient historical Option exercise experience upon which to reasonably estimate an
expected term.
At December 31, 2018, unrecognized compensation costs related to unvested Options totaled $8.9 million,
which will be recognized over a weighted average remaining requisite service period of 3.9 years.
Profits Interests
On October 1, 2015, we began to award profits interests to certain employees and non-employee directors.
Profits interests were assigned a threshold value on the date of grant, which was generally equivalent to the fair
value of our GSLLC (and subsequently GS Holdings) Class A units at the time of grant. The profits interests issued
on October 1, 2015 were modifications of previously issued Class A Unit Options. The Class A Unit Options
remained outstanding, but were capped at a liquidation value of $7.60 per unit, meaning that the maximum proceeds
received by Class A Unit Option holders at liquidation was limited to the difference between $7.60 per unit and the
Class A Unit Option strike price. We evaluated this modification in accordance with ASC 718, Compensation -
Stock Compensation, and determined that there was no incremental share-based compensation expense to recognize
as a result of this modification. Forty-one employees and two non-employees were affected by the modification.
Profits interests granted by the Company were time-vested awards that either vested ratably over a period of four
and a half to five years of continued employee service or cliff vested at the end of a period of five years of
continued employee service. Profits interests are not subject to post-vesting restrictions.
96
GreenSky, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Dollars in thousands, except per share data, unless otherwise stated)
As part of the Reorganization Transactions, profits interests were replaced with Holdco Units, which remain
subject to the same vesting requirements as the original profits interests. Sixty-five employees and former
employees and three non-employees were affected by the modification. Refer to Note 1 for a detailed discussion of
the Reorganization Transactions.
Profits interests activity was as follows during the years indicated:
2018
Year Ended December 31,
2017
Number of
Profits
Interests
Weighted
Average
Threshold Price
2016
Number of
Profits
Interests
Number of
Profits
Interests
Outstanding at beginning of period
14,061,530
$
8.23
12,616,890
11,375,980
Granted prior to Reorganization Transactions and IPO(1)
Forfeited prior to Reorganization Transactions and IPO
2,920,000
(800,000)
Redeemed prior to Reorganization Transactions and IPO
—
Effect of Reorganization Transactions and IPO
(16,181,530)
14.31
2,374,640
2,045,000
9.32
N/A
9.27
(930,000)
(750,090)
—
N/A
(54,000)
N/A
Outstanding at end of period(2)
—
N/A 14,061,530
12,616,890
(1) Weighted average grant date fair value of profits interests granted during the years ended December 31, 2018, 2017 and 2016 was $4.47,
$3.49 and $3.19, respectively.
(2) The total fair value based on grant date fair value of profits interests that vested was $371, $2,385 and $751 during the years ended
December 31, 2018, 2017 and 2016, respectively.
Compensation expense related to profits interests was measured based on the grant date fair value of the
profits interests. We used a Black-Scholes options pricing model to determine the grant date fair value of profits
interests.
The following inputs and assumptions were used to value the profits interests (limited to profits interests
without an associated Capped Option) as of the grant dates.
Risk-free interest rate
Expected volatility(1)
Expected dividend yield(2)
Expected term (in months)(3)
Fair value of profits interests
Year Ended December 31,
2017
2018
2016
2.60 – 2.63%
1.80 – 2.18%
1.07 – 1.60%
25.70%
—%
54 – 60
23.90 – 24.80%
—%
40.90 – 44.40%
—%
60
60
$3.92 – $5.91
$2.28 – $4.01
$2.81 – $4.30
(1) We estimated volatility based on historical volatility rates of a peer group of public payment processing companies over a period that
approximates the expected term.
(2) We assumed a dividend yield of zero as we have no plans to declare dividends for the foreseeable future.
(3) We determined the expected term to be equivalent to the vesting period.
97
GreenSky, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Dollars in thousands, except per share data, unless otherwise stated)
Unvested Holdco Units
As part of the Reorganization Transactions and the IPO, 15,241,530 profits interests in GS Holdings were
converted into 2,941,139 and 3,172,843 vested and unvested Holdco Units, respectively, based on the prevailing
profits interests thresholds and the IPO price of $23.00 per share. The converted Holdco Units remain subject to the
same service vesting requirements as the original profits interests and are not subject to post-vesting restrictions. We
evaluated this modification in accordance with ASC 718, Compensation - Stock compensation, and determined that
there was no incremental share-based compensation expense to recognize as a result of this modification. Therefore,
unrecognized compensation expense was unaffected by the modification. Thirty-six employees and former
employees and three non-employees were affected by this modification.
Unvested Holdco Units activity was as follows during the year indicated:
Unvested at beginning of period
Effect of Reorganization Transactions and IPO
Granted
Forfeited
Vested(1)
Unvested at end of period
Year Ended December 31, 2018
Number of Holdco
Units
Weighted Average
Grant Date Fair
Value
—
3,172,843
$
—
(156,739)
(501,248)
2,514,856
$
N/A
23.00
N/A
23.00
23.00
23.00
(1) The total fair value, based on grant date fair value, of previously unvested Holdco Units that vested during the year ended December 31,
2018 was $11,529.
During the year ended December 31, 2018, 277,059 vested Holdco Units were exchanged (with automatic
cancellation of an equal number of shares of Class B common stock) for shares of our Class A common stock on a
one-for-one basis. At December 31, 2018, 3,165,328 vested Holdco Units were eligible for exchange for shares of
our Class A common stock.
At December 31, 2018, unrecognized compensation costs related to unvested Holdco Unit awards totaled
$13.4 million, which will be recognized over a weighted average remaining requisite service period of 3.6 years.
Restricted Stock Awards
As part of the Reorganization Transactions and the IPO, 940,000 profits interests in GS Holdings were
converted into 127,327 and 255,904 vested and unvested, respectively, Class A common stock awards based on the
prevailing profits interests threshold and the IPO price of $23.00 per share. The converted unvested Class A
common stock awards are subject to the same service vesting requirements as the original profits interest awards
and are not subject to post-vesting restrictions. We evaluated this modification in accordance with ASC 718,
Compensation - Stock compensation, and determined that there was no incremental share-based compensation
expense to recognize as a result of this modification. Therefore, unrecognized compensation expense was unaffected
by the modification. Twenty-nine employees and former employees were affected by this modification.
Subsequent to the Reorganization Transactions and the IPO, we granted restricted stock awards in the form
of unvested Class A common stock to certain employees that vest ratably over a four-year period based on continued
employment at the Company. For these awards, compensation expense is measured based on the closing stock price
of the Company's Class A common stock on the date of grant, and the total value of the awards is expensed ratably
over the requisite service period.
98
GreenSky, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Dollars in thousands, except per share data, unless otherwise stated)
Unvested Class A common stock award activity was as follows during the year ended December 31, 2018.
Unvested at beginning of period
Effect of Reorganization Transactions and IPO
Granted
Forfeited(1)
Vested(2)
Unvested at end of period
Year Ended December 31, 2018
Class A common
stock
Weighted Average
Grant Date Fair
Value
$
—
255,904
234,829
(11,750)
(24,422)
454,561
$
N/A
23.00
15.37
22.17
23.00
19.08
(1) Forfeited shares of unvested Class A common stock associated with restricted stock awards are held in our treasury stock account. Refer
to Note 10 for additional information on our treasury stock.
(2) The total fair value, based on grant date fair value, of previously unvested Class A common stock awards that vested during the year
ended December 31, 2018 was $562.
At December 31, 2018, unrecognized compensation costs related to unvested Class A common stock totaled
$4.6 million, which will be recognized over a weighted average remaining requisite service period of 3.8 years.
Note 12. Income Taxes
GreenSky, Inc. is taxed as a corporation and pays corporate federal, state and local taxes on income
allocated to it from GS Holdings based upon GreenSky, Inc.’s economic interest in GS Holdings. GS Holdings is
treated as a pass-through partnership for income tax reporting purposes, which is not subject to federal income tax.
Accordingly, the Company is not liable for income taxes on the portion of GS Holdings' earnings to which it is not
allocated. The results for the years ended December 31, 2017 and 2016 do not reflect income tax expense because,
prior to the Reorganization Transactions, the consolidated GSLLC (and subsequently GS Holdings) pass-through
entity was not subject to corporate tax.
The Company's income before income tax expense of $133,514, $138,668 and $124,464 during the years
ended December 31, 2018, 2017 and 2016, respectively, consisted entirely of income earned in the United States.
Components of income tax expense consisted of the following for the year indicated:
Current income taxes:
Federal
State
Deferred income taxes:
Federal
State
Total income tax expense
Year Ended
December 31, 2018
$
$
4
5
4,860
665
5,534
99
GreenSky, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Dollars in thousands, except per share data, unless otherwise stated)
A reconciliation of the United States statutory income tax rate to the Company's effective income tax rate is
as follows for the years indicated:
Statutory federal tax rate
Income attributable to noncontrolling interest and nontaxable income
State income taxes, net of federal benefit
Other
Effective income tax rate
Year Ended December 31,
2018
2017
2016
21.0%
(16.3)
0.4
(1.0)
4.1%
35.0%
(35.0)
—
—
—%
35.0%
(35.0)
—
—
—%
Details of the Company’s deferred tax assets and liabilities are as follows:
Deferred tax assets:
Investment in partnership(1)
Net operating loss carryforwards and tax credits
Other
Total
Valuation allowance
Total deferred tax assets
Total deferred tax liabilities
Deferred tax assets, net
December 31, 2018
$
$
299,466
5,634
1,879
306,979
—
306,979
—
306,979
(1) Deferred income taxes are provided for the effects of temporary differences between the tax basis of an asset or liability and its reported
amount in the Consolidated Balance Sheets. These temporary differences result in taxable or deductible amounts in future years. As a
result of the Reorganization Transactions, the IPO, and subsequent exchanges of Class B common stock for Class A common stock, the
Company recognized a deferred tax asset in the amount of $299.5 million. This balance is primarily related to $296.0 million from
Holdco Unit exchanges, which is net of $10.9 million of current period amortization. The remaining balance is associated with basis
difference in our investment in GS Holdings that does not give rise to TRA payments.
As of December 31, 2018, the Company had net operating loss carryforwards (“NOLs”) of $5.6 million, of
which approximately $4.8 million have an indefinite life. NOLs of $0.8 million will begin to expire in 2030. The
Company believes as of December 31, 2018, it is more likely than not that the results of future operations will
generate sufficient taxable income to realize the NOLs and, as such, no valuation allowance was recorded.
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows for the year
indicated:
Beginning balance
Increase related to Reorganization Transactions
Increase related to current year tax positions
Ending balance
Year Ended
December 31, 2018
$
$
—
1,085
2,292
3,377
The Company recognizes interest and penalties, if applicable, related to uncertain tax positions as a
component of income tax expense. Accrued interest and penalties were immaterial as of December 31, 2018. None
of the unrecognized tax benefits detailed above impact the effective income tax rate. As of December 31, 2018, the
Company anticipates that the liability for unrecognized tax benefits could decrease by up to $3.4 million within the
next twelve months due to the Company filing a non-automatic method change with the Internal Revenue Service.
The Company files income tax returns as required by the tax laws of the jurisdictions in which it operates.
In the normal course of business, the Company may be subject to examination by federal and certain state and local
100
GreenSky, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Dollars in thousands, except per share data, unless otherwise stated)
tax authorities. As of December 31, 2018, the Company’s federal income tax returns for the years 2015 through
2017 and state and local tax returns for the years 2014 through 2017 remain open and are subject to examination.
Currently, no tax authorities are auditing any of the Company’s income tax matters.
Tax Receivable Agreement
Pursuant to our election under Section 754 of the Internal Revenue Code (the "Code"), we expect to obtain
an increase in our share of the tax basis in the net assets of GS Holdings when Holdco Units are redeemed or
exchanged by the Continuing LLC Members. We intend to treat any redemptions and exchanges of Holdco Units as
direct purchases of Holdco Units for United States federal income tax purposes. These increases in tax basis may
reduce the amounts that we would otherwise pay in the future to various tax authorities. They may also decrease
gains (or increase losses) on future dispositions of certain capital assets to the extent tax basis is allocated to those
capital assets.
On May 23, 2018, we entered into a TRA that provides for the payment by us of 85% of the amount of any
tax benefits that we actually realize, or in some cases are deemed to realize, as a result of: (i) increases in our share
of the tax basis in the net assets of GS Holdings resulting from any redemptions or exchanges of Holdco Units and
from our acquisition of the equity of certain of the Former Corporate Investors, (ii) tax basis increases attributable to
payments made under the TRA, and (iii) deductions attributable to imputed interest pursuant to the TRA (the "TRA
Payments"). We expect to benefit from the remaining 15% of any tax benefits that we may actually realize. The
TRA Payments are not conditioned upon any continued ownership interest in GS Holdings or us. The rights of each
member of GS Holdings that is a party to the TRA are assignable to transferees of their respective Holdco Units.
The timing and amount of aggregate payments due under the TRA may vary based on a number of factors, including
the timing and amount of taxable income generated by the Company each year, as well as the tax rate then
applicable.
In 2018, GreenSky recorded an initial $306.9 million deferred tax asset related to exchanges, which is
amortizable over 15 years and is eligible for future TRA payments. As of December 31, 2018, the Company had a
liability of $260.9 million related to the undiscounted projected obligations under the TRA, which is captioned as
tax receivable agreement liability in our Consolidated Balance Sheets. During the year ended December 31, 2018,
we did not make any payments, inclusive of interest, to members of GS Holdings pursuant to the TRA. Within the
next twelve months, we expect such payments to total $4.9 million.
Note 13. Commitments, Contingencies and Guarantees
Commitments
We primarily lease our premises under multi-year, non-cancelable operating leases with terms expiring
through 2024, exclusive of renewal option periods. Our lease agreement expiring in 2024 also contains a renewal
option, at our election, to extend the lease for five consecutive three-year periods. Base rent is subject to rent
escalations on each annual anniversary from the lease commencement dates. Rental payments, as well as any step
rent provisions specified in the lease agreements, are aggregated and charged evenly to expense over the lease term.
Certain of these operating leases contain rent holidays and tenant allowances that may be applied toward leasehold
improvements or other lease concessions. Capital improvement funding and other lease concessions provided by the
landlord are recorded as deferred liabilities and are amortized evenly over the lease term as a reduction of rent
expense. In most circumstances, we expect that in the normal course of business, leases will be renewed or replaced
by other leases.
Rent expense is recognized on a straight-line basis over the life of the lease and is included within property,
office and technology and related party expenses in the Consolidated Statements of Operations. Refer to Note 14 for
additional information regarding office space leased from a related party. Rent expense was $3,183, $2,972 and
$2,464 for the years ended December 31, 2018, 2017 and 2016, respectively.
101
GreenSky, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Dollars in thousands, except per share data, unless otherwise stated)
As of the date indicated, future minimum lease payments under our leases for the years presented were as
follows:
2019
2020
2021
2022
2023
Thereafter
Total minimum lease payments
December 31, 2018
$
$
3,871
4,073
4,173
3,087
1,238
542
16,984
Our transaction processor and some Bank Partners impose financial covenants upon our wholly owned
subsidiary, GSLLC. As of December 31, 2018 and 2017, GSLLC was in compliance with all financial covenants.
As of December 31, 2018 and 2017, the outstanding open and unused line of credit on approved loan
receivables held for sale was $3.0 million and $9.9 million, respectively, for which we did not record a provision in
the Consolidated Financial Statements.
Beginning in 2018, for certain Bank Partners, we maintain a restricted cash balance based on a contractual
percentage of the total interest billed on outstanding deferred interest loans that are within the promotional period
less previous FCR on such outstanding loans. As of December 31, 2018, restricted cash in the Consolidated Balance
Sheets includes $49.8 million associated with these arrangements.
Contingencies
In limited instances, the Company may be subject to operating losses if we make certain errors in managing
credit programs and we determine that a customer is not liable for a loan originated by a Bank Partner. We evaluated
this contingency in accordance with ASC 450, Contingencies, and determined that it is reasonably possible that
losses could result from errors in underwriting. However, in management’s opinion, it is not possible to estimate the
likelihood or range of reasonably possible future losses related to errors in underwriting based on currently available
information. Therefore, we have not established a liability for this loss contingency.
Further, from time to time, we place Bank Partner loans on non-accrual and non-payment status (“Pended
Status”) while we investigate consumer loan balance inquiries, which may arise from disputed charges related to
work performed by third-party merchants. As of December 31, 2018, Bank Partner loan balances in Pended Status
were $17.3 million. While it is management’s expectation that most of these loan balance inquiries will be resolved
without incident, in certain instances we may determine that it is appropriate for the Company to permanently
reverse the loan balance and assume the economic responsibility for the loan balance itself. We record a liability for
these instances. As of December 31, 2018, our liability for potential Pended Status future losses was $4.5 million.
Legal Proceedings
From time to time, we may become a party to civil claims and lawsuits in the ordinary course of business.
IPO Litigation
On November 12, 2018, the Company and certain of its officers and directors were named in a putative
class action filed in the Supreme Court of the State of New York captioned Langere v. GreenSky, Inc., et al., Index
No. 655626/2018 (N.Y. Sup. Ct.). The Langere complaint asserts on behalf of purchasers in the Company’s IPO
claims under Sections 11 and 15 of the Securities Act of 1933 (the “1933 Act”) based on alleged misstatements in
the registration statement filed in connection with the IPO and seeks unspecified damages. Certain underwriters of
the IPO are also named as defendants. Since the filing of Langere, at least four additional putative class actions have
been filed in the same court (collectively, the “State Cases”), asserting substantially similar allegations and claims
under the 1933 Act against a common set of defendants: Dobek v. GreenSky, Inc., et al., Index No. 655707/2018
(N.Y. Sup. Ct.); Zou v. GreenSky, Inc., et al., Index No. 655744/2018 (N.Y. Sup. Ct.); Coombs v. GreenSky, Inc., et
102
GreenSky, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Dollars in thousands, except per share data, unless otherwise stated)
al., Index No. 656134/2018 (N.Y. Sup. Ct.); and Zhang et al. v. GreenSky, Inc., et al., Index No. 656164/2018 (N.Y.
Sup. Ct.). Two of these actions, Dobek and Zou, also set forth additional claims under Section 12(a)(2) of the 1933
Act based on alleged misstatements in the prospectus filed in connection with the IPO.
The Company and its officers and directors intend to defend themselves vigorously in all respects in regard
to the State Cases, which are in the process of being consolidated. Under certain circumstances, the Company may
be obligated to indemnify some or all of the other defendants in the State Cases. At this time, due to the uncertain
nature of litigation, the Company is unable to reasonably estimate its costs or any potential liability related to the
State Cases.
On November 27, 2018, the Company and certain of its officers and directors were named in a putative
class action filed in the United States District Court for the Southern District of New York captioned Mustafin v.
GreenSky, Inc., et al., No. 1:18-cv-11071 (S.D.N.Y.). The Mustafin complaint asserts on behalf of purchasers in the
IPO claims under Sections 11, 12(a)(2) and 15 of the 1933 Act based on alleged misstatements in the registration
statement and prospectus filed in connection with the IPO and seeks unspecified damages. Certain underwriters of
the IPO are also named as defendants.
On January 4, 2019, an additional putative class action was filed in the United States District Court for the
Southern District of New York captioned Yu v. GreenSky, Inc., et al., No. 1:19-cv-00100 (S.D.N.Y.), asserting
substantially similar allegations and claims under the 1933 Act against a common set of defendants (together with
Mustafin, the “Federal Cases”).
The Company and its officers and directors intend to defend themselves vigorously in all respect in regard
to the Federal Cases. Under certain circumstances, the Company may be obligated to indemnify some or all of the
other defendants in the Federal Cases. At this time, due to the uncertain nature of litigation, the Company is unable
to reasonably estimate its costs or any potential liability related to the Federal Cases.
As the Company is unable to determine the probability of the outcomes of these actions, and cannot
reasonably estimate the amount of potential loss, if any, we have not recorded a liability as of December 31, 2018
related to the IPO litigation.
Financial Guarantees
Under the terms of the contracts with our Bank Partners, a contractual percentage of the Bank Partners’
monthly originations and month-end outstanding portfolio balance is held and maintained in restricted, interest-
bearing escrow accounts to serve as limited protection to the Bank Partners in the event of excess Bank Partner
portfolio credit losses. The Company’s maximum exposure to Bank Partner portfolio credit losses is limited to the
contractual restricted cash balance, which was $98.3 million as of December 31, 2018. The recorded fair value of
the financial guarantee related to these contracts was $0.6 million as of December 31, 2018, which was recorded
within other liabilities in the Consolidated Balance Sheets. Recorded financial guarantees are typically settled
within one year of the initial measurement of the liability. In determining the measured liabilities, we consider a
variety of factors, including historical experience and management’s expectations of current customer delinquencies
converting into Bank Partner portfolio losses. We do not expect to directly recover any losses associated with this
financial guarantee.
Note 14. Related Party Transactions
We lease office space from a related party under common management control for which rent expenses are
recognized within related party expenses in the Consolidated Statements of Operations. Total rent expenses related
to this office space were $1,691, $1,486 and $1,135 for the years ended December 31, 2018, 2017 and 2016,
respectively.
In April 2018, we entered into an agreement with an affiliate of a member of the Board of Directors
whereby we receive certain executive search and recruiting services in exchange for a fee. We incurred expenses
related to this arrangement of $315 during the year ended December 31, 2018, which is presented within related
party expenses in the Consolidated Statements of Operations. There is no payable related to this arrangement as of
December 31, 2018.
103
GreenSky, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Dollars in thousands, except per share data, unless otherwise stated)
In August 2018, we entered into an agreement in which an unrelated third party acted as a placement agent
in connection with certain Charged-Off Receivables transfers and received a fee from us based on the proceeds
received from such transfers. In performing these services, the third party agreed to use an affiliate of a member of
the board of directors and, as such, we determined this arrangement to be related party in nature. In December 2018,
the unrelated third party assigned its role in the agreement to the affiliate entity itself; therefore, the arrangement
remains a related party transaction. We incurred expenses related to this arrangement of $206 during the year ended
December 31, 2018, which are presented within related party expenses in the Consolidated Statements of
Operations. There is no payable related to this arrangement as of December 31, 2018.
We entered into non-interest bearing loan agreements with certain non-executive employees for which the
remaining outstanding balances are forgiven ratably over designated periods based on continual employment with
the Company. As of December 31, 2018 and 2017, the remaining outstanding balances on these loan agreements
were $142 and $210, respectively, which are presented within related party receivables in the Consolidated Balance
Sheets.
There were no equity-based payments to non-employees that resulted in related party expenses during the
year ended December 31, 2018. Equity-based payments to non-employees resulted in related party expenses of $285
and $380 for the years ended December 31, 2017 and 2016, respectively.
In May 2018, we declared a special operating distribution of $26.2 million, of which $1.2 million was
declared to an affiliate of a related party. The unpaid portion of the related party distribution of $0.2 million is
recorded within related party liabilities in the Consolidated Balance Sheets as of December 31, 2018 and will be
paid in stages upon vesting events.
In May 2018, we used the net proceeds from the issuance of our modified term loan to provide for
distributions to certain equity holders and a related party prior to the IPO. The unpaid portion of the related party
distribution of $0.1 million is recorded within related party liabilities in the Consolidated Balance Sheets as of
December 31, 2018.
In August 2017, we incurred fees of $2.6 million due to an affiliate of one of the members of the board of
managers in connection with finalizing our August 2017 term loan transaction. These costs were not directly
attributable to the original term loan and were, therefore, expensed as incurred rather than deferred against the term
loan balance. The unpaid portion of these fees of $0.5 million as of December 31, 2018 is recorded within related
party liabilities in the Consolidated Balance Sheets.
In November 2016, we executed a $20.0 million Bank Partner agreement (“2016 Agreement”) with
affiliates of two members of our current Board of Directors. The agreement was structured similarly to the
origination and servicing arrangements with the other Bank Partners, wherein the Company was required to hold
restricted cash based on monthly originations and the month-end outstanding portfolio balance. In June 2018, the
outstanding loans owned by these related parties were sold to another Bank Partner, which is not a related party, and
continue to be serviced by us. In connection with that loan sale, the related party financing partner ended its
servicing agreement with us. As of December 31, 2018, we no longer have any related party financing partner
agreements.
We were entitled to collect fixed servicing fees in conjunction with the 2016 Agreement. As of
December 31, 2017, our related party financing partners had committed balances in the aggregate of $11.7 million.
104
GreenSky, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Dollars in thousands, except per share data, unless otherwise stated)
Consolidated Balance Sheets effects associated with our related party financing partners were as follows as
of the date indicated.
Related party receivables(1)
Related party liabilities(2)
Restricted cash
December 31, 2017
$
8
445
437
(1) Receivables related to servicing and other.
(2) Related party liabilities primarily consisted of related party servicing payables.
Consolidated Statements of Operations effects associated with our two related party financing arrangements
that were terminated in June 2018 and June 2017, respectively, were as follows during the years indicated.
Year Ended December 31,
2017
2016
2018
Servicing and other
Related party expenses(1)
$
$
54
—
$
146
428
47
163
(1) Expenses incurred related to related party financing partner credit losses.
Note 15. Segment Reporting
We conduct our operations through a single operating segment and, therefore, one reportable segment.
Operating segments are revenue-generating components of a company for which separate financial information is
internally produced for regular use by the Chief Operating Decision Maker (“CODM”) to allocate resources and
assess the performance of the business. Our CODM uses a variety of measures to assess the performance of the
business; however, detailed profitability information of the nature that could be used to allocate resources and assess
the performance of the business are managed and reviewed for the Company as a whole.
There are no significant concentrations by state or geographical location, nor are there any significant
individual customer concentrations by balance.
Note 16. Variable Interest Entities
Upon completion of our IPO, GreenSky, Inc. became the managing member of GS Holdings with 100% of
the management and voting power in GS Holdings. In its capacity as managing member, GreenSky, Inc. has the sole
authority to make decisions on behalf of GS Holdings and bind GS Holdings to signed agreements. Further, GS
Holdings maintains separate capital accounts for its investors as a mechanism for tracking earnings and subsequent
distribution rights. Accordingly, management concluded that GS Holdings is a limited partnership or similar legal
entity as contemplated in ASC 810, Consolidation.
Further, management concluded that GreenSky, Inc. is GS Holdings' primary beneficiary based on two
conditions. First, GreenSky, Inc., in its capacity as managing member with sole voting rights, has the power to
direct the activities of GS Holdings that most significantly impact its economic performance, including selecting,
terminating and setting the compensation of management responsible for implementing GS Holdings' policies and
procedures, as well as establishing the strategic, operating and capital decisions of GS Holdings in the ordinary
course of business. Second, GreenSky, Inc. has an obligation to absorb potential losses of GS Holdings or the right
to receive potential benefits from GS Holdings in proportion to its equity interest, which was 30.0% as of
December 31, 2018, after adjusting for unvested units. Management considers this exposure to be significant to GS
Holdings. As the primary beneficiary, GreenSky, Inc. consolidates the results of GS Holdings for financial reporting
purposes under the variable interest consolidation model guidance in ASC 810.
GreenSky, Inc.’s relationship with GS Holdings results in no recourse to the general credit of GreenSky, Inc.
GS Holdings and its consolidated subsidiaries represent GreenSky, Inc.’s sole investment. GreenSky, Inc. shares in
the income and losses of GS Holdings in direct proportion to GreenSky, Inc.’s ownership percentage. Further,
105
GreenSky, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Dollars in thousands, except per share data, unless otherwise stated)
GreenSky, Inc. has no contractual requirement to provide financial support to GS Holdings.
Below are tabular disclosures that provide insight into how GS Holdings affects GreenSky, Inc.’s financial
position, performance and cash flows. Prior to the IPO and Reorganization Transactions, GreenSky, Inc. was not
impacted by GS Holdings and, therefore, 2017 and 2016 periods are not presented below.
The following table presents the balances related to GS Holdings that are included in the Consolidated
Balance Sheets, as well as GreenSky, Inc.'s interest in the variable interest entity ("VIE") at the date indicated.
December 31, 2018
Assets
Cash and cash equivalents
Restricted cash
Loan receivables held for sale, net
Accounts receivable, net
Related party receivables
Property, equipment and software, net
Other assets
Total assets
Liabilities and Members Equity (Deficit)
Liabilities
Accounts payable
Accrued compensation and benefits
Other accrued expenses
Finance charge reversal liability
Term loan
Related party liabilities
Other liabilities
Total liabilities
Members Equity (Deficit)
Equity (deficit) attributable to Continuing LLC Members
Equity (deficit) attributable to GreenSky, Inc.
Total members equity (deficit)
Total liabilities and members equity (deficit)
$
$
$
$
$
294,364
155,109
2,876
15,400
142
10,232
7,448
485,571
5,357
8,484
1,015
138,589
386,822
825
31,264
572,356
(60,349)
(26,436)
(86,785)
485,571
The following table reflects the impact of consolidation of GS Holdings into the Consolidated Statements of
Operations for the period indicated.
Total revenue
Total costs and expenses
Operating profit
Total other income/(expense), net
Net income
106
Year Ended
December 31, 2018
$
$
414,673
261,883
152,790
(19,276)
133,514
GreenSky, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Dollars in thousands, except per share data, unless otherwise stated)
The following table reflects the cash flow impact of GS Holdings on the Consolidated Statement of Cash
Flows for the period indicated.
Net cash provided by operating activities
Net cash used in investing activities
Net cash used in financing activities
Net increase in cash and cash equivalents and restricted cash
Cash and cash equivalents and restricted cash at beginning of period
Cash and cash equivalents and restricted cash at end of period
Note 17. Temporary Equity
Year Ended
December 31, 2018
$
$
256,426
(6,581)
(154,210)
95,635
353,838
449,473
Prior to the IPO and Reorganization Transactions, GreenSky Holdings, LLC had outstanding Class B and
Class C Preferred Units, which were accounted for as temporary equity because of redemption preferences. The
redemption preferences were waived on both the Class B and Class C Preferred Units in conjunction with the IPO
and, therefore, temporary equity had a balance of $0 as of December 31, 2018. Below are more details on the
accounting treatment prior to the IPO and Reorganization Transactions.
Class B Preferred Units
Prior to the IPO, Class B unit holders collectively were entitled to a liquidation preference prior to any
distribution to the holders of any other equity securities, which liquidation preference became null and void upon
consummation of the IPO. Accordingly, as of December 31, 2018, the Class B liquidation preference was of no
further effect because of the IPO. As of December 31, 2017, the redemption amount of the Class B Preferred Units,
which was adjusted for non-tax GS Holdings member distributions, was $215.8 million. The liquidation preference
was further adjusted for non-tax GS Holdings distributions during 2018 prior to the IPO.
Class C Preferred Units
Prior to the IPO, Class C-1 and C-2 unit holders collectively were entitled to a liquidation preference prior
to any distribution to Class A unit holders, but in the event of an IPO, the Class C units automatically convert into
GS Holdings Class A units immediately prior to the IPO. Accordingly, as of December 31, 2018, Class C-1 and C-2
liquidation preferences were of no further effect because of the IPO. As of December 31, 2017, the redemption
amounts of the Class C-1 and Class C-2 Preferred Units, which were adjusted for non-tax GS Holdings member
distributions, were $191.4 million for Class C-1 Preferred Units and $43.0 million for Class C-2 Preferred Units.
The liquidation preferences were further adjusted for non-tax GS Holdings distributions during 2018 prior to the
IPO.
Note 18. Quarterly Consolidated Results of Operations Data (Unaudited)
The following table sets forth our quarterly consolidated results of operations data for each of the eight
quarters in the period ended December 31, 2018. GS Holdings and GSLLC are our predecessors for accounting
purposes and, accordingly, amounts prior to the Reorganization Transactions and IPO represent the historical
consolidated operations of either GS Holdings or GSLLC and subsidiaries. The amounts during the period from
May 24, 2018 through December 31, 2018 represent those of consolidated GreenSky, Inc. and its subsidiaries. Basic
and diluted earnings per share of Class A common stock is applicable only for the period from May 24, 2018
through December 31, 2018, which is the period following the Reorganization Transactions and IPO. Prior to the
Reorganization Transactions and IPO, GreenSky, Inc. did not engage in any business or other activities except in
connection with its formation and initial capitalization. See Note 1 for further information on our organization and
see Note 2 for further information on our earnings per share.
107
GreenSky, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Dollars in thousands, except per share data, unless otherwise stated)
First
Quarter
Year Ended December 31, 2018
Third
Quarter
Second
Quarter
Fourth
Quarter
Total
Total revenue
Cost of revenue (exclusive of depreciation and
amortization)
Total costs and expenses
Operating profit
Total other income/(expense), net
Income before income tax expense
Net income
Less: Net income attributable to noncontrolling
interests
Net income attributable to GreenSky, Inc.
Earnings per share of Class A common stock:
Basic
Diluted(1)
$
85,326
$
105,704
$
113,912
$
109,731
$
414,673
36,130
61,749
23,577
(4,973)
18,604
18,604
18,604
N/A
33,765
58,896
46,808
(4,398)
42,410
40,816
35,266
5,550
35,374
59,655
54,257
(5,170)
49,087
45,712
33,711
12,001
55,170
81,583
28,148
(4,735)
23,413
22,848
16,143
6,705
160,439
261,883
152,790
(19,276)
133,514
127,980
103,724
24,256
N/A $
N/A $
0.10
0.09
$
$
0.21
0.20
$
$
0.12
0.11
$
$
0.43
0.41
(1) Year-to-date results may not agree to the sum of individual quarterly results due to rounding.
First
Quarter
Year Ended December 31, 2017
Third
Quarter
Second
Quarter
Fourth
Quarter
Total
Total revenue
Cost of revenue (exclusive of depreciation and
amortization)
Total costs and expenses
Operating profit
Total other income/(expense), net
Income before income tax expense
Net income
Note 19. Subsequent Events
Treasury Stock Purchases
$
65,337
$
82,420
$
88,316
$
89,814
$
325,887
23,299
43,745
21,592
419
22,011
22,011
23,193
45,081
37,339
1,254
38,593
38,593
22,036
48,224
40,092
(1,930)
38,162
38,162
21,180
43,238
46,576
(6,674)
39,902
39,902
89,708
180,288
145,599
(6,931)
138,668
138,668
From January 1, 2019 through March 14, 2019, we purchased 1,238,860 shares of Class A common stock at
a cost of $12.7 million on the open market. Additionally, on March 8, 2019, we purchased 2,743,052 shares of Class
A common stock in a privately negotiated transaction at a cost of $34.4 million.
Warrant Exercises
In January 2019, the 1,304,640 warrants issued on January 1, 2014 were fully exercised for 1,180,163
Holdco Units and an equal number of shares of Class B common stock.
108
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
ITEM 9A: CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
As of December 31, 2018, an evaluation of the effectiveness of our disclosure controls and procedures (as
defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Act”)), was carried out by
our management and with the participation of our Chief Executive Officer (principal executive officer) and Chief
Financial Officer (principal financial officer). Based upon the evaluation, our principal executive officer and
principal financial officer concluded that these disclosure controls and procedures were effective as of
December 31, 2018.
Exemption from Management's Report on Internal Control Over Financial Reporting
This annual report on Form 10-K does not include a report of management's assessment regarding internal
controls over financial reporting or an attestation report of the Company's independent registered public accounting
firm due to a transition period established by rules of the Securities and Exchange Commission for newly public
companies.
Changes in Internal Control Over Financial Reporting
During the quarter ended December 31, 2018, no change in our internal controls over financial reporting (as
defined in Rule 13a-15(f) under the Act) occurred that has materially affected, or is reasonably likely to materially
affect, our internal controls over financial reporting.
ITEM 9B. OTHER INFORMATION
None.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by this item is incorporated by reference to the information contained under the
captions "Proposal One: Election of Directors," "Executive Officers of GreenSky," "Section 16(a) Beneficial
Ownership Reporting Compliance" and "Corporate Governance" in our definitive Proxy Statement with respect to
our 2019 Annual Meeting.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is incorporated by reference to the information contained under the
caption "Executive and Director Compensation" in our definitive Proxy Statement with respect to our 2019 Annual
Meeting.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The information required by this item is incorporated by reference to the information contained under the
captions "Security Ownership of Certain Beneficial Owners and Management" and "Equity Compensation Plan
Information" in our definitive Proxy Statement with respect to our 2019 Annual Meeting.
109
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
The information required by this item is incorporated by reference to the information contained under the
captions "Related Party Transactions" and "Corporate Governance" in our definitive Proxy Statement with respect
to our 2019 Annual Meeting.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The information required by this item is incorporated by reference to the information contained under the
caption "Auditor Fees" in our definitive Proxy Statement with respect to our 2019 Annual Meeting.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a)
(1) Financial Statements
PART IV
The following Consolidated Financial Statements of GreenSky, Inc. and its consolidated subsidiaries and
the Report of the Independent Registered Public Accounting Firm are included in Part II, Item 8 of this report.
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of December 31, 2018 and 2017
Consolidated Statements of Operations for the years ended December 31, 2018, 2017 and 2016
Consolidated Statements of Changes in Equity for the years ended December 31, 2018, 2017 and 2016
Consolidated Statements of Cash Flows for the years ended December 31, 2018, 2017 and 2016
Notes to Consolidated Financial Statements
(2) Financial Statement Schedules
The following financial statement schedules are included in this Form 10-K:
PAGE
66
67
68
69
71
73
•
Schedule II. Valuation and Qualifying Accounts is presented for the years ended December 31, 2018,
2017 and 2016.
All remaining schedules are omitted and are not applicable or not required, or the required information is
presented in the financial statements or notes thereto.
110
(3) Exhibits
Exhibit
Number
3.1
3.2
Exhibit Description
Amended and Restated Certificate of Incorporation of GreenSky, Inc.
Amended and Restated Bylaws of GreenSky, Inc. (Effective as of
January 31, 2019)
Form
Number Date of Filing
8-K 001-38506 May 29, 2018
February 6,
8-K 001-38506
2019
File
4.1
Specimen Stock Certificate for shares of Class A Common Stock of
GreenSky, Inc.
S-1/A 333-224505
May 7,
2018
4.2
10.1†
Registration Rights Agreement, dated May 23, 2018
GreenSky, Inc. 2018 Omnibus Incentive Compensation Plan
8-K 001-38506 May 29, 2018
10-Q 001-38506
August 10,
2018
Exhibit
Number
Reference
3.1
3.1
4.1
4.1
10.1
10.1(a)*† Form of Incentive Stock Option Agreement under GreenSky, Inc.
2018 Omnibus Incentive Compensation Plan
10.1(b)*† Form of Non-Qualified Stock Option Agreement under GreenSky,
Inc. 2018 Omnibus Incentive Compensation Plan
10.1(c)*† Form of Restricted Stock Agreement under GreenSky, Inc. 2018
Omnibus Incentive Compensation Plan
10.1(d)*† Form of Restricted Stock Unit Agreement under GreenSky, Inc. 2018
10.2†
10.3†
10.4†
10.5†
10.6
10.7
Omnibus Incentive Compensation Plan
GreenSky Holdings, LLC Equity Incentive Plan
GreenSky, Inc. Annual Incentive Plan
Employment Agreement, dated September 25, 2014, with David
Zalik
Offer Letter, dated January 2, 2012, for Timothy D. Kaliban
Form of Indemnification Agreement for each of GreenSky Inc.’s
directors and executive officers
Second Amended and Restated Operating Agreement of GreenSky
Holdings, LLC, dated May 23, 2018
S-1/A 333-224505 May 7, 2018
February 6,
8-K 001-38506
2019
10.23
10.1
S-1
333-224505 April 27, 2018
10.4
S-1/A 333-224505 May 7, 2018
333-224505 April 27, 2018
S-1
10.5
10.7
8-K 001-38506 May 29, 2018
10.3
10.7(a)
First Amendment to Second Amended and Restated Operating
Agreement of GreenSky Holdings, LLC, dated August 24, 2018
10-Q 001-38506 November 9,
10.1
2018
10.8
10.9
10.10
10.11
Tax Receivable Agreement, dated May 23, 2018
Exchange Agreement, dated May 23, 2018
Credit Agreement, as amended, with JPMorgan Chase Bank, N.A.
Phoenix Blackstone Center Lease, as amended, with Phoenix
Blackstone, LLC
8-K 001-38506 May 29, 2018
8-K 001-38506 May 29, 2018
333-224505 April 27, 2018
S-1
333-224505 April 27, 2018
S-1
10.1
10.2
10.8
10.19
10.12#
Second Amended and Restated GreenSky Installment Loan Program
Agreement, dated April 26, 2018, between GreenSky, LLC and
Home Depot U.S.A., Inc.
Amended and Restated Co-Branded MasterCard Card Program
Agreement, as amended, between GreenSky, LLC (formerly
GreenSky Trade Credit, LLC) and Comdata Network, Inc.
10.13(a)# Fourth Amendment to Amended and Restated Co-Branded
10.13#
MasterCard Card Program Agreement, dated August 3, 2018,
between GreenSky, LLC and Comdata Network, Inc.
Second Amended and Restated Loan Origination Agreement, as
amended, between GreenSky, LLC and SunTrust Bank
10.14#
10.14(a)# Amendment No. 3 to Second Amended and Restated Loan
Origination Agreement, dated September 28, 2018, among GreenSky,
LLC, GreenSky Servicing, LLC and SunTrust Bank
10.14(b)# Second Amended and Restated Servicing Agreement, as amended,
between GreenSky, LLC and SunTrust Bank
111
S-1/A 333-224505 May 7, 2018
10.17
S-1/A 333-224505 May 7, 2018
10.16
10-Q 001-38506 November 9,
10.2
2018
S-1
333-224505 April 27, 2018
10.9
10-Q 001-38506 November 9,
10.3
2018
S-1
333-224505 April 27, 2018
10.10
(3) Exhibits (continued)
Exhibit
Number
10.15#
Exhibit Description
Loan Origination Agreement, as amended, between GreenSky, LLC
and Regions Bank
10.15(a)*## Amendment No. 4 to Loan Origination Agreement, dated July 27,
2018, between GreenSky, LLC and Regions Bank
10.15(b)*## Amendment No. 5 to Loan Origination Agreement, dated October
30, 2018, between GreenSky, LLC and Regions Bank
10.15(c)#
Servicing Agreement, as amended, between GreenSky, LLC and
Regions Bank
File
Form
S-1
Number Date of Filing
333-224505 April 27, 2018
Exhibit
Number
Reference
10.11
S-1
333-224505 April 27, 2018
10.12
10.16#
Loan Origination Agreement, as amended, between GreenSky, LLC
and Synovus Bank
S-1
333-224505 April 27, 2018
10.13
10.16(a)#
10.16(b)#
Fifth Amendment to Loan Origination Agreement, dated May 21,
2018, between GreenSky, LLC and Synovus Bank
8-K 001-38506 May 29, 2018
10.6
Sixth Amendment to Loan Origination Agreement, dated September
5, 2018, between GreenSky, LLC and Synovus Bank
10-Q 001-38506 November 9,
10.6
2018
10.16(c)*## Seventh Amendment to Loan Origination Agreement, dated
December 5, 2018, between GreenSky, LLC and Synovus Bank
10.16(d)#
10.16(e)#
10.16(f)#
Servicing Agreement, as amended, between GreenSky, LLC and
Synovus Bank
Fourth Amendment to Servicing Agreement, dated May 21, 2018,
between GreenSky, LLC and Synovus Bank
Fifth Amendment to Servicing Agreement, dated September 27,
2018, between GreenSky, LLC and Synovus Bank
10.16(g)*## Sixth Amendment to Servicing Agreement, dated December 5,
2018, between GreenSky, LLC and Synovus Bank
10.16(h)*## Seventh Amendment to Servicing Agreement, dated December 28,
2018, between GreenSky, LLC and Synovus Bank
S-1
333-224505 April 27, 2018
10.14
8-K 001-38506 May 29, 2018
10.7
10-Q 001-38506 November 9,
10.5
2018
10.17#
Loan Origination Agreement, as amended, between GreenSky, LLC
and Fifth Third Bank
S-1
333-224505 April 27, 2018
10.15
10.17(a)# Amendment No. 4 to Loan Origination Agreement, dated April 30,
2018, between GreenSky, LLC and Fifth Third Bank
10.17(b)*## Amendment No. 5 to Loan Origination Agreement, dated
November 1, 2018, between GreenSky, LLC and Fifth Third Bank
10.17(c)#
Servicing Agreement, as amended, between GreenSky, LLC and
Fifth Third Bank
S-1/A 333-224505 May 7, 2018
10.14(a)
S-1
333-224505 April 27, 2018
10.16
10.17(d)# Amendment No. 4 to Servicing Agreement, dated June 29, 2018,
10-Q 001-38506
between GreenSky, LLC and Fifth Third Bank
August 10,
2018
10.6
10.17(e)# Amendment No. 5 to Servicing Agreement, dated September 27,
2018, between GreenSky, LLC and Fifth Third Bank
10-Q 001-38506 November 9,
10.4
2018
10.18*##
Loan Origination Agreement, dated November 5, 2018, between
GreenSky, LLC and BMO Harris Bank N.A.
10.18(a)*## Servicing Agreement, dated November 5, 2018, between GreenSky,
LLC and BMO Harris Bank N.A.
112
(3) Exhibits (continued)
Exhibit
Number
21.1*
23.1*
31.1*
31.2*
32.1*
Exhibit Description
Form
Number Date of Filing
File
Exhibit
Number
Reference
List of Subsidiaries of GreenSky, Inc.
Consent of PricewaterhouseCoopers LLP
Certification of Chief Executive Officer pursuant to Rule 13a-14(a)
Certification of Chief Financial Officer pursuant to Rule 13a-14(a)
Certification of Chief Executive Officer pursuant to 18 U.S.C.
Section 1350
32.2*
Certification of Chief Financial Officer pursuant to 18 U.S.C.
Section 1350
101.INS* XBRL Instance Document
101.SCH* XBRL Taxonomy Extension Schema Document
101.CAL* XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB* XBRL Taxonomy Extension Label Linkbase Document
101.PRE* XBRL Taxonomy Presentation Linkbase Document
101.DEF* XBRL Taxonomy Extension Definition Linkbase Document
*
#
##
†
Filed herewith.
Confidential treatment has been granted as to certain portions of
this exhibit, which portions have been omitted and filed separately
with the SEC.
Confidential treatment has been requested as to certain portions of
this exhibit, which portions have been omitted and filed separately
with the SEC.
Management contract, compensatory plan or arrangement.
(b)
See Item 15(a)(3) and separate Exhibit Index attached hereto and incorporated herein.
(c)
(1) Not applicable.
(2) Not applicable.
(3) See Item 15(a)(2) and separate Schedule II. Valuation and Qualifying Accounts attached hereto.
ITEM 16. FORM 10-K SUMMARY
None.
113
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
GREENSKY, INC.
March 15, 2019
By
/s/ David Zalik
David Zalik
Chief Executive Officer and Chairman of the Board of Directors
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the registrant and in the capacities indicated as of March 15, 2019.
Signatures
/s/ David Zalik
David Zalik
/s/ Robert Partlow
Robert Partlow
/s/ Gerald Benjamin
Gerald Benjamin
/s/ Joel Babbit
Joel Babbit
/s/ John Flynn
John Flynn
/s/ Gregg Freishtat
Gregg Freishtat
/s/ Nigel Morris
Nigel Morris
/s/ Robert Sheft
Robert Sheft
Title
Chief Executive Officer and Chairman of the Board of Directors
(Principal Executive Officer)
Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
Chief Administrative Officer, Vice Chairman and Director
Director
Director
Director
Director
Director
114
Schedule II. Valuation and Qualifying Accounts
GreenSky, Inc. and Subsidiaries
Additions
Balance at
beginning of
period
Charged to
costs and
expenses(1)
Charged to
other
accounts(1) Deductions
Balance at
end of
period
(in thousands)
Year Ended December 31, 2016
Allowance for losses on accounts receivable
Valuation allowance on loan receivables held
for sale
Year Ended December 31, 2017
Allowance for losses on accounts receivable
Valuation allowance on loan receivables held
for sale
Year Ended December 31, 2018
Allowance for losses on accounts receivable
Valuation allowance on loan receivables held
for sale
$
$
$
(1) Includes bad debt recoveries.
133
$
966
$
— $
(733) $
— $
1,742
—
(1,742)
366
$
817
$
16
$
(923) $
—
3,551
—
(2,967)
276
$
1,294
$
17
$
(1,419) $
584
2,671
—
(2,579)
366
—
276
584
168
676
115
Corporate Information
Board of Directors
Principal Office
Forward-Looking Statements
This document contains forward-
looking statements within the
meaning of the Private Securities
Litigation Reform Act of 1995.
These may include statements
regarding our business strategies,
goals, and plans; operations and
financial performance; and demand
for our products.
Actual results may differ materially
from those indicated by these
statements as a result of various
important factors, including those
discussed in Item 1A. Risk Factors,
beginning on page 8 of the attached
Annual Report on Form 10-K and our
other reports filed with the Securities
and Exchange Commission.
The forward-looking statements speak
only as of the date on which they
are made, and, except to the extent
required by federal securities laws,
we disclaim any obligation to update
any forward-looking statement to
reflect events or circumstances after
the date on which the statement is
made or to reflect the occurrence of
unanticipated events. In light of these
risks and uncertainties, there is no
assurance that the events or results
suggested by the forward-looking
statements will in fact occur, and you
should not place undue reliance on
these forward-looking statements.
5565 Glenridge Connector
Suite 700
Atlanta, GA 30342
678-264-6105
Independent Registered
Public Accounting Firm
PricewaterhouseCoopers LLP
Stock Transfer Agent
Continental Stock Transfer
& Trust Company
1 State Street, 30th Floor
New York, NY 10004-1561
212-509-4000
www.continentalstock.com
Other Information
The Company’s press releases,
annual reports, and other
information can be accessed
through the Company’s website
at www.greensky.com.
Annual Meeting
GreenSky’s 2019 Annual Meeting
will be virtual only and held on:
June 6, 2019 at 10:00 am EDT
Form 10-K
The Company’s 2018 Annual
Report on Form 10-K as
filed with the Securities and
Exchange Commission, is being
delivered with this Letter to Our
Stakeholders. Copies of the Annual
Report on Form 10-K are also
available without charge upon
written request to:
GreenSky, Inc.
5565 Glenridge Connector
Suite 700
Atlanta, GA 30342
Attn: Investor Relations
http:// investors.greensky.com
David Zalik
Chairman and Chief Executive Officer
GreenSky, Inc.
Gerald Benjamin
Vice Chairman and
Chief Administrative Officer
GreenSky, Inc.
Joel Babbit
Chief Executive Officer
Narrative Content Group, LLC
(a marketing and communications
company)
Arthur Bacci
Executive Vice President
and Chief Wealth Officer
WSFS Financial Corporation
(a financial services company)
John Flynn
Partner
TPG Capital, L.P.
(a private equity firm)
Gregg Freishtat
Chief Commercial Officer
Solar Inventions LLC
(a solar energy company)
Robert Sheft
Chairman and Chief Executive Officer
Installation Made Easy, Inc.
(a flooring installation company)
Executive Team
Gerald Benjamin
Chief Administrative Officer, Director
and Vice Chairman
Chris Forshay
President, GreenSky Home Improvement
Steven Fox
Executive Vice President
and Chief Legal Officer
Kevin Goldstein
Chief Credit Officer
Ritesh Gupta
Executive Vice President, Operations
Tim Kaliban
President and Chief Risk Officer
Dennis Kelly
President, GreenSky Patient Solutions
Alan Mustacchi
Executive Vice President, Capital Markets
Robert Partlow
Executive Vice President
and Chief Financial Officer
Lois Rickard
Chief Human Resources Officer
David Zalik
Chief Executive Officer, Director
and Chairman of our Board
5565 Glenridge Connector, Suite 700
Atlanta, Georgia 30342
http://investors.greensky.com