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MarketScreener Homepage  >  Equities  >  Nasdaq  >  GreenSky, Inc.    GSKY

GREENSKY, INC.

(GSKY)
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GREENSKY, INC. : MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (form 10-Q)

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08/10/2020 | 05:15pm EDT
(United States 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 Unaudited Condensed Consolidated
Financial Statements and related notes included elsewhere in this Form 10-Q, as
well as the Audited Consolidated Financial Statements and related notes and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" included in the GreenSky, Inc. 2019 Form 10-K filed with the
Securities and Exchange Commission on March 2, 2020 ("2019 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 II, Item 1A "Risk Factors" in this Form 10-Q.
OrganizationGreenSky, Inc. (or the "Company," "we" 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, as further described in the 2019 Form 10-K,
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 100% 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." On May 24, 2018, the Company's
Class A common stock commenced trading on the Nasdaq Global Select Market in
connection with its IPO.
Executive Summary
Covid-19 Pandemic
On March 11, 2020, the World Health Organization designated the novel
coronavirus disease (referred to as "COVID-19") as a global pandemic. In the
second half of March 2020, the impact of COVID-19 and related actions to
mitigate its spread within the U.S. began to impact our consolidated operating
results. As of August 10, 2020, the date of filing this Quarterly Report on Form
10-Q, the duration and severity of the effects of COVID-19 remain unknown.
Likewise, neither do we know the duration and severity of the impact of COVID-19
on all members of the GreenSky ecosystem - our merchants, Bank Partners, and
GreenSky program borrowers - or our associates. In addition to instituting a
Company-wide work-at-home program to ensure the safety of all GreenSky
associates and their families, we formed a GreenSky Continuity Team that is
tasked with communicating to employees on a regular basis regarding such efforts
as planning for contingencies related to the COVID-19 pandemic, providing
updated information and policies related to the safety and health of all
GreenSky associates, and monitoring the ongoing crisis for new developments that
may impact GreenSky, our work locations and/or our associates. Our GreenSky
Continuity Team is generally following the requirements and protocols as
published by the U.S. Centers for Disease Control and Prevention and the World
Health Organization, as well as state and local governments. As of the date of
this filing, we have not begun to lift the actions put in place as part of our
business continuity strategy, including work-at-home requirements and travel
restrictions, and we do not believe that these protocols have materially
adversely impacted our internal controls or financial reporting processes.
On March 27, 2020, the President of the United States signed into law the
Coronavirus Aid, Relief and Economic Security Act (the "CARES Act"). The CARES
Act, among other things, includes provisions relating to direct economic
assistance to American workers, refundable payroll tax credits, deferment of
employer side social security payments, net operating loss carryback periods,
alternative minimum tax credit refunds, modifications to the net interest
deduction limitations, technical corrections to tax depreciation methods for
qualified improvement property and temporary relief from certain troubled debt
restructuring provisions. While we do not believe the impacts of the CARES Act
were material during the three and six months ended June 30, 2020, we continue
to examine both the direct and indirect impacts that the CARES Act, and
additional government relief measures, may have on our business, including
impacts associated with the expiration of select CARES Act provisions.
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The following are anticipated key impacts on our business and response
initiatives taken by the Company, in coordination with our network partners, to
mitigate such impacts:
Transaction Volume. Our transaction volume began to be impacted significantly by
COVID-19 mid-March 2020 and continued to be impacted during the second quarter.
For the three months ended June 30, 2020, our transaction volume decreased 14%
compared to the second quarter of 2019 with each month's volumes as follows:
•April 2020 volumes were 26% lower than April 2019
•May 2020 volumes were 16% lower than May 2019
•June 2020 volumes were approximately level with June 2019.
Consumer spending behavior has been significantly impacted by the COVID-19
pandemic, principally due to restrictions on "non-essential" businesses,
issuances of stay-at-home orders, increased unemployment, uncertainties about
the extent and duration of the pandemic and consumers' concerns with allowing
merchant providers into their home. To the extent this change in consumer
spending behavior continues, we expect transaction volume to decline relative to
the prior year. We expect any declines in transaction volume to reduce our
transaction fees relative to 2019. In order for our merchants to better adapt to
their customers' financing needs in the current economic environment, we
collaborated with our merchants and developed a suite of new promotional loan
product offerings, primarily additional reduced rate and deferred interest loan
products, responsive to the merchant input that we received. The extent to which
our home improvement merchants have remained open for business has varied across
merchant category and geographical location within the U.S. The majority of
elective healthcare providers had been temporarily closed nationwide due to
state and local restrictions, prohibiting the performance of elective healthcare
procedures and reducing our elective healthcare transaction volumes from
mid-March through June to de minimis levels.
Portfolio Credit Losses. We entered the COVID-19 pandemic with historically
strong credit performance and believe our home improvement sector super-prime
program borrowers, in particular, in concert with our focus on promotional
credit, are strongly resilient. To maintain our strong credit position in this
uncertain economic environment, we continue to emphasize our super-prime
promotional loan programs with our merchants. Additionally, in partnership with
our Bank Partners, GreenSky program borrowers impacted by COVID-19 who requested
hardship assistance have received temporary relief from payments. At June 30,
2020, approximately 4% of the balances of the portfolio we service were subject
to payment deferrals. While we expect these measures to mitigate credit losses,
we anticipate that higher unemployment rates, while partially offset by the
effects of government stimulus measures such as the CARES Act, will ultimately
result in increased portfolio credit losses in the second half of 2020 and first
quarter of 2021 as compared to the prior periods. We provide limited protection
to the Bank Partners through our restricted escrow accounts. Increases in credit
losses have the effect of reducing our incentive payments from Bank Partners,
thereby (absent any other factors) increasing our fair value change in finance
charge reversal expense, which is a component of cost of revenue.
As the impact of COVID-19 continues to persist and evolve, GreenSky remains
committed to serving GreenSky program borrowers and our Bank Partners and
merchants, while caring for the safety of our associates and their families. The
potential impact that COVID-19 could have on our financial condition and results
of operations remains highly uncertain. For more information, refer to Part II,
Item 1A "Risk Factors" and, in particular, "- The global outbreak of the novel
coronavirus, or COVID-19, has caused severe disruptions in the U.S. economy, and
may have an adverse impact on our performance and results of operations."
Key Developments
Specific key developments during the second quarter include:
Funding Diversification. GreenSky continues to actively diversify its funding to
include a combination of commitments from Bank Partners and alternative funding
structures with one or more institutional investors, financial institutions and
other sources.
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•In May 2020, the Company put in place a critical component for the GreenSky
program to accomplish alternative funding structures by entering into a series
of agreements (collectively, the "Facility Bank Partner Agreements") with an
existing Bank Partner, Synovus Bank, to provide a framework for the programmatic
sale of loan participations and/or whole loans by the Bank Partner to third
parties, including to the previously-announced special purpose vehicle sponsored
by the Company (the "SPV"). In conjunction with the Facility Bank Partner
Agreements, Synovus Bank extended its relationship with the Company by an
additional three years.
•In May 2020, the SPV entered into a Warehouse Credit Agreement with the lenders
party thereto from time to time (the "Lenders"), and JPMorgan Chase Bank, N.A.
("JPMorgan") as administrative agent, to establish an asset-backed revolving
credit facility to finance purchases by the SPV of participations in loans
originated through the GreenSky program (the "SPV Facility").
•The SPV Facility initially provided committed financing of $300 million, with
an additional $200 million uncommitted accordion that was accessed in July 2020.
•The Company currently expects that the SPV Facility will provide financing for
approximately 70% of the principal balance of the purchased participations (on
average), and the Company will fund the remainder.
•During the second quarter of 2020, the SPV completed multiple purchases of
participations in loans ("SPV Participations") totaling $431.0 million in the
aggregate, of which $298.4 million was financed through the SPV Facility. In
July 2020, the SPV purchased additional loan participations totaling $284.0
million, in connection with the SPV's $200.0 million borrowing under the
uncommitted accordion provided by the SPV Facility.
•The assets of the SPV are not available to satisfy any obligation of the
Company, and the Lenders will not have direct recourse to the Company for any
loans made under the SPV Facility.
•We expect the SPV to conduct periodic sales of the purchased participations or
issue asset-backed securities to third parties, which sales or issuances would
allow additional purchases of participations to be financed through the SPV
Facility. To the extent that such sales occur, the SPV Facility could facilitate
substantial incremental GreenSky program loan volume.
•We continue to work with multiple institutional investors on whole loan and
loan participations sales programs and forward flow financing arrangements
(collectively, "New Institutional Financings"). We expect to close on one or
more of these transactions in the second half of 2020.
Amendment of Credit Agreement. In June 2020, GS Holdings amended its March 29,
2018 Credit Agreement (as amended, the "2020 Amended Credit Agreement") to
increase the Company's borrowings under the Credit Facility in an aggregate
principal amount of $75.0 million. The incremental term loan, priced at LIBOR
plus 450 basis points, with a 1% LIBOR floor, has the same security, maturity,
principal amortization, prepayment, and covenant terms as the existing term loan
under GS Holdings' senior secured term loan facility and matures on March 29,
2025.
Strategic Alternatives Review Process. The Company's Board of Directors, working
together with its senior management team and legal and financial advisors,
completed the process, announced in August 2019, to explore, review and evaluate
a range of potential strategic alternatives focused on maximizing stockholder
value. The Company's Board of Directors determined that the Company can best
drive future value creation by executing on a growth plan that leverages a
renewed focus on the Company's home improvement vertical, the cross marketing of
complementary products to its consumer program borrowers, enhanced merchant
productivity, scalability of operations, termination of the programmatic sale of
charged-off receivables and funding diversification to support our continued
profitable growth.
Final Patent Approval. On July 28, 2020, the United States Patent and Trademark
Office issued the Company's first U.S. patent. Originally filed in 2014, the
patent relates to our mobile application process and credit
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decisioning model. This patent is an important recognition of a key component of
our proprietary technology platform.
Second Quarter Year-to-date 2020 Results
Notwithstanding the impact of COVID-19 thus far on our 2020 transaction volumes,
we achieved growth in the majority of our key business metrics and financial
measures as of and for the three and six months ended June 30, 2020:
•Transaction volume (as defined below) was $1.36 billion during the three months
ended June 30, 2020 compared to $1.58 billion during the three months ended June
30, 2019, a decrease of 14%. Transaction volume was $2.73 billion during the six
months ended June 30, 2020 compared to $2.82 billion during the six months ended
June 30, 2019, a decrease of 3%;
•Total revenue of $133.0 million during the three months ended June 30, 2020
decreased 4% from $138.8 million during the three months ended June 30, 2019.
Total revenue of $254.8 million during the six months ended June 30, 2020
increased 5% from $243.2 million during the six months ended June 30, 2019;
•The outstanding balance of loans serviced by our platform totaled $9.38 billion
as of June 30, 2020 compared to $8.19 billion as of June 30, 2019, an increase
of 15%;
•Incentive payments we receive from our Bank Partners, which favorably impact
our cost of revenue, increased 83% and 81% during the three and six months ended
June 30, 2020, respectively, compared to the same periods in 2019 due to the
combination of lower agreed-upon Bank Partner portfolio yield and strong credit
performance across the portfolio offset by the decrease in incentive payments
associated with participated loans purchased by the SPV (which ceased earning
incentive payments upon purchase);
•We maintained a strong consumer profile. For all loans originated on our
platform during the six months ended June 30, 2020, the credit-line weighted
average GreenSky program borrower credit score was 783. Furthermore, GreenSky
program borrowers with credit scores over 780 comprised 38% of the loan
servicing portfolio as of June 30, 2020, and over 86% of the loan servicing
portfolio as of June 30, 2020 consisted of GreenSky program borrowers with
credit scores over 700;
•The 30-day delinquencies as of June 30, 2020 were 0.74%, an improvement of 57
basis points over June 30, 2019. This measure does not include loans that are
currently in payment deferral under COVID-19 hardship requests. Approximately 4%
of the outstanding balance of loans serviced by our platform as of June 30, 2020
were in deferral status as of that date; and
•Active merchants totaled 17,553 as of June 30, 2020 compared to 16,603 as of
June 30, 2019, an increase of 6%. We have a robust network of active merchants
from which we derive our transaction volumes. We are focused on selectively
adding high quality merchants to our network as well as working with our
existing merchants to increase volumes facilitated on our platform.
We had net income of $13.4 million during the three months ended June 30, 2020
compared to net income of $39.2 million during the three months ended June 30,
2019. We had net income of $2.4 million during the six months ended June 30,
2020 compared to net income of $46.6 million during the six months ended June
30, 2019. The lower earnings in the 2020 periods were primarily due to:
•$28.7 million non-cash charge to financial guarantee expense in the six months
ended June 30, 2020 period in accordance with the provisions of ASU 2016-13
(referred to as "CECL"), which we adopted on January 1, 2020. Refer to "Three
and Six Months Ended June 30, 2020 and 2019-Financial guarantee" in this Part I,
Item 2 as well as Note 1 and Note 14 to the Notes to Unaudited Condensed
Consolidated Financial Statements in Part I, Item 1 for additional discussion of
our financial guarantee.
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•During the first quarter of 2020, we terminated our program related to
transferring our rights to Charged-Off Receivables (as defined in Note 3 to the
Notes to Unaudited Condensed Consolidated Financial Statements included in Part
I, Item 1), for which we recognized a $14.9 million gain in the six months ended
June 30, 2019. To the extent that we do not transfer our rights to Charged-Off
Receivables, we expect to benefit from the retained recoveries over time to
achieve overall higher cash returns and recognize recoveries as collected.
Adjusted EBITDA (as defined below) of $39.7 million during the three months
ended June 30, 2020 increased from $36.9 million during the three months ended
June 30, 2019. Adjusted EBITDA of $58.9 million during the six months ended June
30, 2020 increased from $48.8 million during the six months ended June 30, 2019.
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 Measure."
Seasonality. Historically, our business has generally been subject to
seasonality in consumer spending and payment patterns. We cannot yet predict the
impacts of COVID-19 on the seasonality of our business for the remainder of 2020
or future periods.
Given that our home improvement vertical is a significant contributor to our
overall revenue, our revenue growth generally has been 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 have typically experienced increased loan applications
and, in turn, transaction volume. Conversely, our revenue growth generally has
been relatively slower 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, the volume of loan
applications and transactions has also tended to slow during these periods.
Historically, the elective healthcare vertical has been susceptible to
seasonality during the fourth quarter of the year, as the licensed healthcare
providers take more vacation time around the holiday season. During this period,
the volume of elective healthcare procedures and our resulting revenue have
typically been slower relative to other periods throughout the year. 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 have been subject to these same seasonal factors, while the
servicing related component of cost of revenue, in particular customer service
staffing, printing and postage costs, has not been 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
reversal settlements are positively correlated with 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 historically have observed seasonal patterns in consumer credit,
driven to an extent by income tax refunds, 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.
Non-GAAP Financial Measure
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 (loss) before
interest expense, taxes, depreciation and amortization, adjusted to eliminate
equity-based compensation and payments and certain non-cash and non-recurring
expenses.
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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 platform.
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 and reconciliation of these
non-GAAP financial measures to the most directly comparable GAAP measure, net
income, as presented below.
                                                    Three Months Ended                                Six Months Ended
                                                         June 30,                                         June 30,
                                                  2020              2019              2020               2019
Net income                                     $ 13,355$ 39,193$  2,436$  46,594
Interest expense(1)                               5,894             6,323            11,514             12,566
Income tax expense (benefit)                      1,497            (4,466)              602             (5,061)
Depreciation and amortization                     2,762             1,695             5,207              3,162
Equity-based compensation expense(2)              3,481             3,275             6,980              5,943
Change in financial guarantee liability(3)       10,248              (133)           28,656                284
Servicing asset and liability changes(4)            454            (8,469)              246             (7,999)
Discontinued charged-off receivables
program(5)                                            -            (7,427)                -            (14,782)
Transaction and non-recurring expenses(6)         2,025             6,907             3,258              8,123
Adjusted EBITDA                                $ 39,716$ 36,898$ 58,899$  48,830


(1)Includes interest expense on our term loan. Interest expense on the SPV
Facility and its related loans receivables held for sale are excluded from the
adjustment above as such amounts are a component of cost of revenue in our
on-going business.
(2)Includes equity-based compensation to employees and directors, as well as
equity-based payments to non-employees.
(3)Includes non-cash charges related to our financial guarantee arrangements
with our ongoing Bank Partners, which are primarily a function of new loans
facilitated on our platform during the period increasing the contractual escrow
balance and the associated financial guarantee liability.
(4)Includes the non-cash changes in the fair value of servicing assets and
servicing liabilities related to our servicing assets associated with Bank
Partner agreements and other contractual arrangements. 2019 amounts have been
updated to be consistent with the Company's 2020 presentation in accordance with
our Non-GAAP policy.
(5)Includes the amounts related to the now discontinued program of transferring
our rights to charged-off receivables to third parties. 2019 amounts have been
updated to be consistent with the Company's 2020 presentation in accordance with
our Non-GAAP policy.
(6)For the three and six months ended June 30, 2020, includes professional fees
and other costs associated with our strategic alternatives review process, $307
thousand related to incremental technology costs associated with COVID-19, and
IPO related litigation. For the three and six months ended June 30, 2019,
includes legal fees associated with IPO related litigation. For the six months
ended June 30, 2019, includes the following: (i) legal fees associated with IPO
related litigation of $959 thousand, (ii) one-time tax compliance fees related
to filing the final tax return for the Former Corporate Investors associated
with the Reorganization Transactions of $160 thousand, and (iii) lien filing
expenses related to certain Bank Partner solar loans of $621 thousand.

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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.
                                                      Three Months Ended                                          Six Months Ended
                                                           June 30,                                                   June 30,
                                                             2020                2019                2020                       2019
Transaction Volume
Dollars (in millions)                          $   1,358$  1,578$  2,729$        2,820
Percentage decrease                                  (14) %                                   (3) %
Loan Servicing Portfolio
Dollars (in millions, at end of period)        $   9,384$  8,191$  9,384$        8,191
Percentage increase                                   15  %                                   15  %
Active Merchants
Number (at end of period)                         17,553              16,603              17,553                    16,603
Percentage increase                                    6  %                                    6  %
Cumulative Consumer Accounts
Number (in millions, at end of period)              3.39                2.63                3.39                      2.63
Percentage increase                                   29  %                                   29  %


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. Our loan servicing
portfolio includes $434 million of loan receivables held for sale by the SPV.
The average loan servicing portfolio for the three months ended June 30, 2020
and 2019 was $9,286 million and $7,884 million, respectively. The average loan
servicing portfolio for the six months ended June 30, 2020 and 2019 was $9,248
million and $7,691 million, respectively.
Active Merchants. We define active merchants as merchants that have submitted at
least one consumer application during the twelve 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. The comparative measures can also be impacted by
disciplined corrective action taken by the Company to remove merchants from our
program who do not meet our customer satisfaction standards.
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
Network of Active Merchants and Transaction Volume. We have a robust network of
active merchants, upon which we derive our transaction volumes. Our revenues and
financial results are heavily dependent on our transaction volume, which
represents the dollar amount of loans funded on our platform and, therefore,
influences the fees that we earn and the per-unit cost of the services that we
provide. Our transaction volume depends on our ability to retain our existing
platform participants, add new participants and expand to new industry
verticals. We engage new merchants through both direct sales channels, as well
as affiliate channel partners, such as manufacturers, software companies and
other entities that have a network of merchants that would benefit from
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consumer financing. Once onboarded, merchant relationships are maintained and
grown by direct account management, as well as regular product enhancements that
facilitate merchant growth.
Bank Partner Relationships; Other Funding. "Bank Partners" are the federally
insured banks that originate loans under the consumer financing and payments
program that we administer for use by merchants on behalf of such banks in
connection with which we provide point-of-sale financing and payments technology
and related marketing, servicing, collection and other services (the "GreenSky
program" or "program"). Our ability to generate and increase transaction volume
and expand our loan servicing portfolio is, in part, dependent on (a) retaining
our existing Bank Partners and having them renew and expand their commitments,
(b) adding new Bank Partners, and/or (c) adding complementary funding
arrangements to increase funding capacity. Our failure to do so could materially
and adversely affect our business and our ability to grow. A Bank Partner's
funding commitment typically has an initial multi-year term, after which the
commitment is either renewed (typically on an annual basis) or expires. No
assurance is given that any of the current funding commitments of our Bank
Partners will be renewed.
As of June 30, 2020, we had aggregate funding commitments from our ongoing Bank
Partners of approximately $8.0 billion, of which approximately $1.6 billion was
unused. These funding commitments are "revolving" and replenish as outstanding
loans are paid down. As a result of loan pay downs, we anticipate approximately
$2.7 billion of additional funding capacity will become available through 2021.
As we add new Bank Partners, their full commitments are typically subject to a
mutually-agreed-upon onboarding schedule. As previously disclosed, one of our
Bank Partners adjusted its funding commitment effective April 30, 2020 from $3
billion to $2 billion, which adjustment is reflected in the incremental funding
capacity noted above. The adjustment of the Bank Partner's funding commitment
had only a nominal impact on our current funding position, because the funding
level by the Bank Partner at the time of the change was near the Bank Partner's
maximum.
In addition to customary expansion of commitments from existing Bank Partners
and the periodic addition of new Bank Partners to our funding group, we are
working to diversify the funding for loans originated by our Bank Partners to
also include alternative structures with one or more institutional investors,
financial institutions or other financing sources. To that end, as noted above
under "Executive Summary," in May 2020, the Company entered into the Facility
Bank Partner Agreements with an existing Bank Partner, Synovus Bank, to provide
a framework for the programmatic sale of loan participations and/or whole loans
by the Bank Partner to third parties, including to the SPV. In addition, we
established the SPV Facility with JPMorgan to finance purchases by the SPV of
participations in loans originated through the GreenSky program. The SPV
Facility provides committed financing of $300 million, with an additional $200
million uncommitted accordion which we accessed in July 2020. During the second
quarter of 2020, the SPV completed multiple purchases of loan participations
totaling $431.0 million. In July 2020, the SPV purchased additional loan
participations totaling $284.0 million, in connection with the SPV's $200.0
million borrowing under the uncommitted accordion provided by the SPV Facility.
We expect the SPV to conduct periodic sales of the loan participations or issue
asset-backed securities to third parties, which sales or issuances would allow
additional purchases to be financed through the SPV Facility. To the extent that
such sales occur, the SPV Facility could facilitate substantial incremental
GreenSky program loan volume.
Additionally, we are continuing to work with multiple institutional investors on
both a whole loan and loan participations sales program and forward flow
financing arrangements. We would expect to close on one or more of these
transactions in the second half of 2020.
If we do not timely consummate forward flow arrangements or other alternative
structures, or if the funding commitments from our Bank Partners and forward
flow arrangements or other alternative structures (should they be consummated)
are not sufficient to support expected originations, it would limit our ability
for loans to be originated or our ability to generate revenue at or above
current levels.
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:
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•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 GreenSky program borrower
for interest throughout the deferred interest promotional period, but the
GreenSky program borrower 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
GreenSky program borrower is reversed. Our maximum FCR liability is limited to
the gross amount of finance charges billed during the promotional period, offset
by (i) the collection of incentive payments from our Bank Partners during such
period, (ii) proceeds received from transfers of Charged-Off Receivables, and
(iii) recoveries on unsold charged-off receivables. Our profitability is
impacted by the difference between the cash collected from these items 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 previously billed
interest with respect to deferred interest loans.
•Under our Bank Partner agreements, 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 2.2% of the total
outstanding loan balance as of June 30, 2020. Cash set aside to meet this
requirement is classified as restricted cash in our Unaudited Condensed
Consolidated Balance Sheets. As of June 30, 2020, the financial guarantee
liability associated with our escrow arrangements recognized in accordance with
ASU 2016-13 represents over 90% of the contractual escrow that we have
established with each Bank Partner.
Performance of Loan Participations. We bear substantially all of the credit risk
of loan receivables held for sale, however, our intent is that our holding
period for such loan receivables is fairly brief.
For further discussion of our sensitivity to the credit risk exposure of our
Bank Partners, see Part I, Item 3 "Quantitative and Qualitative Disclosures
About Market Risk-Credit risk." In January 2020, our Bank Partners also became
subject to ASU 2016-13, which may affect how they reserve for losses on loans.
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. Refer to "Executive Summary" above for a discussion of
the expected impacts on our business from the COVID-19 pandemic.
Components of Results of Operations
There were no significant changes to the components of our results of operations
as disclosed in Part II, Item 7 of our 2019 Form 10-K, except as noted below.
Financial guarantee. Upon our adoption of the provisions of ASU 2016-13 on
January 1, 2020, our financial guarantee liability associated with our escrow
arrangements with our Bank Partners was recognized in accordance with ASC 326,
Financial Instruments-Credit Losses (CECL). Changes in the financial guarantee
liability each period as measured under CECL are recorded as non-cash charges in
the statement of operations.
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Results of Operations Summary

                                                                    Three Months Ended June 30,                                                                                                                   Six Months Ended June 30,
                                                        2020                 2019                 $ Change                  % Change                 2020                 2019                 $ Change                    % Change
Revenue
Transaction fees                          $ 101,777$ 108,365$  (6,588)                       (6) %             $ 191,661$ 192,413$    (752)                          -  %
Servicing                                    28,481               30,318               (1,837)                       (6) %                59,764               49,951                9,813                          20  %
Interest and other                            2,704                   69                2,635                     3,819  %                 3,394                  786                2,608                         332  %
Total revenue                               132,962              138,752               (5,790)                       (4) %               254,819              243,150               11,669                           5  %
Costs and expenses
Cost of revenue (exclusive of
depreciation and amortization shown
separately below)                            64,930               56,228                8,702                        15  %               136,705              114,265               22,440                          20  %
Compensation and benefits                    22,041               20,459                1,582                         8  %                44,475               40,092                4,383                          11  %
Property, office and technology               4,244                4,512                 (268)                       (6) %                 8,266                8,926                 (660)                         (7) %
Depreciation and amortization                 2,762                1,695                1,067                        63  %                 5,207                3,162                2,045                          65  %
Sales, general and administrative             8,590                7,302                1,288                        18  %                18,678               14,555                4,123                          28  %
Financial guarantee                          10,248                1,696                8,552                       504  %                28,656                2,918               25,738                         882  %
Related party                                   477                  589                 (112)                      (19) %                   954                1,125                 (171)                        (15) %
Total costs and expenses                    113,292               92,481               20,811                        23  %               242,941              185,043               57,898                          31  %
Operating profit                             19,670               46,271              (26,601)                      (57) %                11,878               58,107              (46,229)                        (80) %
Other income (expense), net                  (4,818)             (11,544)               6,726                       (58) %                (8,840)             (16,574)               7,734                         (47) %
Income before income tax expense
(benefit)                                    14,852               34,727              (19,875)                      (57) %                 3,038               41,533              (38,495)                        (93) %
Income tax expense (benefit)                  1,497               (4,466)               5,963                          N/M                   602               (5,061)               5,663                            N/M
Net income                                $  13,355$  39,193$ (25,838)                      (66) %             $   2,436$  46,594$ (44,158)                        (95) %
Less: Net income attributable to
noncontrolling interests                      9,222               26,877              (17,655)                      (66) %                 1,637               31,379              (29,742)                        (95) %
Net income attributable to GreenSky, Inc.$   4,133$  12,316$  (8,183)                      (66) %             $     799$  15,215$ (14,416)                        (95) %

Earnings per share of Class A common
stock
Basic                                     $    0.06$    0.20$    0.01$    0.26
Diluted                                   $    0.06$    0.19$    0.01$    0.23


Three and Six Months Ended June 30, 2020 and 2019
Total Revenue
During the three and six months ended June 30, 2020, total revenue decreased
$5.8 million, or 4%, and increased $11.7 million, or 5%, respectively, compared
to the same periods in 2019.
Transaction fees
During the three and six months ended June 30, 2020, transaction fees decreased
6% and 0.4%, respectively, compared to the same periods in 2019. These decreases
were primarily due to a decrease in transaction volume, which declined 14% and
3%, respectively. Additionally, price concessions for a significant merchant
group reduced transaction fees by $2.4 million during the six months ended June
30, 2020 compared to $3.5 million offered to the same merchant group during the
same period in 2019.
The impact of lower transaction volume was also mitigated by an increase in the
transaction fees earned per dollar originated ("transaction fee rate") which
were 7.49% during the three months ended June 30, 2020 compared to 6.87% during
the same period in 2019, and 7.02% during the six months ended June 30, 2020
compared to 6.82% during the same period in 2019. The year over year transaction
fee rate increases are primarily related to the mix of promotional terms of
loans originated on our platform. Loans with lower interest rates, longer stated
maturities and
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longer promotional periods generally carry relatively higher transaction fee
rates. Conversely, loans with higher interest rates, shorter stated terms and
shorter promotional periods generally carry relatively lower transaction fee
rates. With the onset of the COVID-19 Pandemic, our merchants shifted
originations to more promotional loans, which resulted in the upward shift in
the transaction fee rate. In addition, the mix of loans offered by merchants
generally varies by merchant category, and is dependent on merchant and consumer
preference. Therefore, shifts in merchant mix have a direct impact on our
transaction fee rates.
Servicing
During the three months ended June 30, 2020, servicing revenue decreased $1.8
million, or 6%, compared to the same period in 2019, which was primarily
attributable to the $1.0 million decrease in the fair value change in our
servicing asset in 2020, as compared to the $9.0 million increase in the fair
value change in our servicing asset during the same period in 2019, which offset
the impact of the 18% increase in the average servicing portfolio and higher
contractual servicing fee rate of 1.27%, compared to 1.08% during the same
period of 2019.
During the six months ended June 30, 2020, servicing revenue increased $9.8
million, or 20%, compared to the same period in 2019, which was primarily
attributable to the increases in our average loan servicing portfolio of 20%,
combined with the receipt of higher fixed servicing fees associated with
increases to the contractual fixed servicing fees for certain Bank Partners in
the second half of 2019. The average servicing fee increased to 1.28% of the
average loan servicing portfolio for the six months ended June 30, 2020 from
1.07% in the same period in 2019.
Interest and other
During the three and six months ended June 30, 2020, interest income increased
$2.6 million for both periods compared to the same periods in 2019, which was
primarily attributable to 2020 interest income from loan receivables held for
sale due to the purchase of participations in loans by the SPV.
Cost of Revenue (exclusive of depreciation and amortization expense)
                                                        Three Months Ended                                           Six Months Ended
                                                             June 30,                                                    June 30,
                                                               2020                2019                 2020                       2019
Origination related                               $  5,958$  7,119$  12,415$        15,654
Servicing related                                   12,073              10,327               24,887                     21,064
Fair value change in FCR liability                  36,050              38,782               88,554                     77,547
Mark-to-market and other on loan participations     10,849                   -               10,849                          -
Total cost of revenue (exclusive of depreciation
and amortization expense)                         $ 64,930$ 56,228$ 136,705$       114,265


Origination related
Origination related expenses typically include costs associated with our
customer service staff that supports Bank Partner loan originations, credit and
identity verification, loan document delivery, transaction processing and
customer protection expenses.
During the three and six months ended June 30, 2020, origination related
expenses decreased 16% and 21%, respectively, compared to the same periods in
2019, commensurate with our 14% and 3% period over period, respectively,
decrease in transaction volume. The lower expenses were largely driven by lower
customer protection expenses of $1.1 million and $2.9 million during the three
and six months ended June 30, 2020, respectively, compared to the same periods
in 2019, which are incurred 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.


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Servicing related
Servicing related expenses are primarily reflective of the cost of our personnel
(including dedicated call center personnel), printing and postage.
During the three and six months ended June 30, 2020, servicing related expenses
increased 17% and 18%, respectively, compared to the same periods in 2019, which
resulted from our 18% and 20% period over period, respectively, average loan
servicing portfolio growth. The increases in servicing related expenses
associated with the increases in loans serviced were primarily for personnel
costs within our customer service, collections and quality assurance functions.
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.
                                                         Three Months Ended                                            Six Months Ended
                                                              June 30,                                                     June 30,
                                                                2020                 2019                 2020                       2019
Beginning balance                                 $ 213,158            $
149,598            $ 206,035$       138,589
Receipts(1)                                          59,600               38,931              104,308                     71,054
Settlements(2)                                     (110,053)             (62,332)            (200,142)                  (122,211)
Fair value changes recognized in cost of
revenue(3)                                           36,050               38,782               88,554                     77,547
Ending balance                                    $ 198,755$ 164,979$ 198,755$       164,979


(1)Includes: (i) incentive payments from Bank Partners, which is the surplus of
finance charges billed to borrowers over an agreed-upon portfolio yield, a fixed
servicing fee and realized net credit losses, (ii) cash received from recoveries
on previously charged-off Bank Partner loans, and (iii) 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
the periods presented.
(2)Represents the reversal of previously billed finance charges associated with
deferred payment loan principal balances that were repaid within the promotional
period. Amount also includes the settlement of $20.0 million of billed finance
charges not yet collected on participations in loans held by the SPV, which were
paid to the Bank Partner in full as of the participation purchase dates.
(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 Unaudited Condensed Consolidated Statements of Operations.
Further detail regarding our receipts is provided below for the periods
indicated.
                                                         Three Months Ended                                 Six Months Ended
                                                              June 30,                                          June 30,
                                                       2020              2019               2020               2019
Incentive payments                                  $ 55,759$ 30,465$  98,212$  54,402
Proceeds from Charged-Off Receivables transfers(1)         -             7,427                  -             14,782
Recoveries on unsold charged-off receivables(2)        3,841             1,039              6,096              1,870
Total receipts                                      $ 59,600$ 38,931$ 104,308$  71,054


(1)We collected recoveries on previously charged-off and transferred Bank
Partner loans on behalf of our Charged-Off Receivables investors of $5.3 million
and $5.5 million during the three months ended June 30, 2020 and 2019,
respectively, and $11.1 million and $10.7 million during the six months ended
June 30, 2020 and 2019, respectively. These collected recoveries are excluded
from receipts, as they do not impact our fair value change in FCR liability.
(2)Represents recoveries on previously charged-off Bank Partner loans.
The decrease of $2.7 million, or 7%, in the fair value change in FCR liability
recognized in cost of revenue during the three months ended June 30, 2020
compared to the same period in 2019 was primarily a function of higher
performance fees (attributable to lower charge-offs and lower bank margin) which
more than offset the
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impact of the growth of the FCR Liability, net of settlements and the absence of
proceeds from Charged-Off Receivables transfers in the three months ended June
30, 2020 compared to proceeds of $7.4 million in the same period in 2019.
The increase of $11.0 million, or 14% in the fair value change in FCR liability
recognized in cost of revenue during the six months ended June 30, 2020 compared
to the same period in 2019, was primarily a function of the absence of proceeds
from Charged-Off Receivables transfers in the six months ended June 30, 2020
compared to proceeds of $14.8 million in the same period in 2019.
Excluding the impact of the proceeds from Charged-Off Receivables transfers, the
decreases in the fair value change in FCR liability were 22% and 4% for the
three and six months ended June 30, 2020, respectively, relative to our 15% and
15% growth in the loan servicing portfolio, respectively, as we benefited from a
83% and 81% increase in incentive payments resulting from the combination of
lower interest rates and lower Bank Partner portfolio credit losses.
Mark-to-market and other on loan participations
These amounts primarily include interest expense on the SPV Facility, lower of
cost or fair value adjustments on our SPV Participations, fair value changes in
the purchase price discount/premium, certain fees and the amortization of
deferred debt issuance costs incurred in connection with obtaining the SPV
Facility.
During both the three and six months ended June 30, 2020, the mark-to-market and
other costs on loan participations were $10.8 million. As the Facility Bank
Partner Agreements and the SPV Facility are new arrangements beginning in the
second quarter of 2020, there were no SPV related expenses during the three and
six months ended June 30, 2019.
Compensation and benefits
During the three and six months ended June 30, 2020, compensation and benefits
expense increased $1.6 million, or 8%, and $4.4 million, or 11%, compared to the
same period in 2019 as a result of increased expenses of $1.5 million and $2.7
million, respectively, related to newly formed departments in 2020, increases of
$0.6 million and $0.8 million, respectively, attributable to increased executive
compensation primarily consisting of stock-based compensation, and increases of
$0.4 million and $0.6 million, respectively, in accounting related expenses,
offset by decreases in severance pay.
Property, office and technology
During the three and six months ended June 30, 2020, property, office, and
technology expense decreased $0.3 million, or 6%, and $0.7 million, or 7%,
compared to the same period in 2019 primarily due to decreases of $0.2 million
and $0.9 million, respectively, in consulting expenses associated with
additional technology process innovation costs in the 2019 period. During the
six months ended June 30, 2020, the decrease in consulting expense was partially
offset by increases in software, hardware and hosting costs of $0.2 million.
Depreciation and amortization
During the three and six months ended June 30, 2020, depreciation and
amortization expense increased $1.1 million, or 63%, and $2.0 million, or 65%,
respectively, compared to the same periods in 2019 primarily driven by increases
in capitalized internally-developed software in 2019 and prior periods.
Sales, general and administrative
During the three and six months ended June 30, 2020, sales, general and
administrative expense increased $1.3 million, or 18%, and $4.1 million, or 28%,
respectively, compared to the same periods in 2019 primarily related to (i)
provision for losses for loan receivables held for sale of $1.7 million and $3.9
million, respectively; (ii) professional fees related to litigation and
compliance matters of $1.2 million and $1.9 million, respectively; and (iii)
advisory and insurance costs of $0.6 million and $0.9 million, respectively.
These increases were offset by decreases in trade show attendance, advertising
fees and marketing related travel expenses largely related to impacts of the
COVID-19 pandemic.
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Financial guarantee
During the three and six months ended June 30, 2020, non-cash financial
guarantee expenses recognized subsequent to our adoption of ASU 2016-13 on
January 1, 2020 totaled $10.2 million and $28.7 million, respectively,
representing the estimated increases in the financial guarantee liability. As
measured in accordance with the new standard, the increases in the financial
guarantee liability were primarily associated with new Bank Partner loans
facilitated during the three and six month periods, which increased the required
escrow balance, and, to a lesser degree, due to decreased expectations of Bank
Partner loan credit performance under the current economic environment. See Note
1 and Note 14 to the Notes to Unaudited Condensed Consolidated Financial
Statements included in Part I, Item 1 for additional information regarding the
measurement of our financial guarantees under the new standard.
Under this guidance, we are precluded from including future loan originations by
our Bank Partners in measuring our financial guarantee liability. Consistent
with the modeling of loan losses for any consumer loan portfolio assumed to go
into "run-off," our recognized financial guarantee liability under this model
represents a significant portion of the contractual escrow that we establish
with each Bank Partner and typically increases each period, with a corresponding
non-cash charge to the statement of operations, as new loans facilitated on our
platform during the period increase the contractual escrow balance.
Historically, our actual cash payments required under the financial guarantee
arrangements have been immaterial for ongoing Bank Partner portfolios into which
we continue originating loans, and we expect this to continue to be the case
subject to the accuracy of our assumptions around the performance of the loan
portfolios.
During the three and six months ended June 30, 2019, financial guarantee
expenses recognized in accordance with legacy guidance in ASC 450,
Contingencies, were $1.7 million and $2.9 million, respectively, representing
expected escrow usage in future periods associated with Bank Partner loan credit
performance that was determined to be probable of occurring.
Related party
During the three and six months ended June 30, 2020, related party expenses
decreased $0.1 million, or 19%, and $0.2 million, or 15%, compared to the same
periods in 2019, which was primarily due to fees incurred in the 2019 periods to
a placement agent in connection with certain Charged-Off Receivables transfers,
of which there were none in the 2020 periods.
Other income (expense), net
During the three and six months ended June 30, 2020, other expense decreased
$6.7 million, or 58%, and $7.7 million, or 47%, compared to the same periods in
2019, which was primarily due to: (i) a decrease in other losses due to a
remeasurement of the TRA liability of $6.4 million during 2019 and (ii)
decreases in interest expense during the three and six months ended June 30,
2020 of $0.5 million and $1.1 million, respectively, due primarily to a lower
effective interest rate on our term loan.
Income tax expense (benefit)
Income tax expense recorded during the three and six months ended June 30, 2020
of $1.5 million and $0.6 million reflected the expected income tax expense of
$1.4 million and $0.3 million, respectively, on the net earnings for the periods
related to GreenSky, Inc.'s economic interest in GS Holdings. The expected
income tax expense for the three and six months ended June 30, 2020 was combined
with $0.1 million and $0.3 million, respectively, of tax expense arising from
discrete items, which primarily consisted of a stock-based compensation
shortfall as a result of restricted stock award vesting during the period.
Income tax benefit recorded during the three and six months ended June 30, 2019
reflected the expected income tax expense of $3.4 million and $3.9 million,
respectively, on the net earnings for the periods related to GreenSky, Inc.'s
economic interest in GS Holdings. Income tax expense during the three and six
months ended June 30, 2019 was more than offset by $7.9 million and $9.0
million, respectively, of tax benefits arising from discrete items, which
primarily included remeasurement of our net deferred tax assets of $7.5 million
and $7.5 million, respectively, and warrant and stock-based compensation
deductions of $0.3 million and $1.4 million, respectively.
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The increase in the income tax expense during the three and six months ended
June 30, 2020 as compared to the same periods in 2019 was primarily related to
more discrete items in 2019 as compared to 2020 and an increase in the statutory
tax rate offset by a decrease in overall net earnings attributable to GreenSky,
Inc.'s economic interest in GS Holdings compared to the 2019 periods.
Net income attributable to noncontrolling interests
Net income attributable to noncontrolling interests for the three and six months
ended June 30, 2020 and 2019 reflects income attributable to the Continuing LLC
Members for the entire periods based on their weighted average ownership
interest in GS Holdings, which was 63.1% and 65.3% for the three months ended
June 30, 2020 and 2019, respectively, and 63.5% and 66.6% for the six months
ended June 30, 2020 and 2019, respectively.
Financial Condition Summary
Changes in the composition and balance of our assets and liabilities as of June
30, 2020 compared to December 31, 2019 were principally attributable to the
following:
•a $8.4 million decrease in cash and cash equivalents and restricted cash. See
"Liquidity and Capital Resources" in this Part I, Item 2 for further discussion
of our cash flow activity;
•a $359.0 million increase in loan receivables held for sale, net, primarily due
to the purchase of SPV Participations totaling $431.0 million in the second
quarter of 2020;
•a $7.3 million decrease in the FCR liability, which was primarily due to the
settlement of $20.0 million of billed finance charges not yet collected on
participations in loans held by the SPV, which were paid to the Bank Partner in
full as of the participation purchase dates. This activity is analyzed in
further detail throughout this Part I, Item 2;
•the impact of our January 1, 2020 adoption of ASU 2016-13, which resulted in an
additional financial guarantee liability of $118.0 million and a corresponding
cumulative-effect adjustment to equity at the adoption date, including $32.2
million to retained earnings, net of the impact of a $10.4 million increase in
deferred tax assets, and $75.4 million to noncontrolling interest. The estimated
value of the financial guarantee increased an additional $28.7 million based on
our subsequent measurement during the six months ended June 30, 2020. See Note 1
and Note 14 to the Notes to Unaudited Condensed Consolidated Financial
Statements in Part I, Item 1 for further discussion of the new standard;
•a $1.4 million increase in accounts payable primarily due to monthly
settlements with Bank Partners related to their portfolio activity;
•a $13.7 million increase in the interest rate swap liability due to the
significantly decreased interest rate environment. See Note 8 to the Notes to
Unaudited Condensed Consolidated Financial Statements in Part I, Item 1 for
additional information;
•a $3.2 million decrease in transaction processing liabilities, which is
reflective of the reduction in custodial in-transit loan funding requirements;
•a $299.0 million increase in notes payable attributable to the new SPV Facility
upon draw to fund loan purchases by the SPV;
•a $69.4 million increase in the term loan attributable to the $75.0 million
incremental term loan resulting from the 2020 Amended Credit Agreement; and
•a decrease in total equity of $141.9 million primarily due to: (i) the
measurement of our financial guarantee liability under ASU 2016-13, as discussed
above, (ii) distributions of $31.5 million, which were primarily tax
distributions, and (iii) other comprehensive loss of $12.4 million associated
with our interest rate swap, as discussed above. These decreases were partially
offset by share-based compensation of $7.0 million.
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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 II, 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 no 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. Our
transaction fees are the most substantial source of our cash flows and follow a
relatively predictable, short cash collection cycle. To the extent that the
impact from the COVID-19 pandemic on consumer spending behavior results in a
decline in our transaction volume compared to prior periods, our transaction
fees would be similarly impacted. 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, funding the portion of the SPV Participations
that is not financed by the SPV facility, and interest payments and unused fees
on the SPV Facility, as defined and discussed in Note 7 to the Unaudited
Condensed Consolidated Financial Statements in Part I, Item 1. Further, we do
not anticipate any major capital expenditures. We currently generate sufficient
cash from our operations to meet these short-term needs. In addition, we expect
to use cash for: (i) FCR liability settlements, which are not fully funded by
the incentive payments we receive from our Bank Partners, but for which $94.7
million is held for certain Bank Partners in restricted cash as of June 30,
2020, and (ii) payments under our financial guarantee related to our portfolio
with a Bank Partner that did not renew its loan origination agreement in late
2019 and our portfolio with a Bank Partner that adjusted its funding commitment
effective April 30, 2020 and into which loans will not be originated until the
balance of the portfolio is below the adjusted funding commitment. Our $100
million revolving loan facility is also available to supplement our cash flows
from operating activities to satisfy our short-term liquidity needs.
As noted above under "Executive Summary," in May 2020, we established the SPV
Facility to finance purchases by the SPV of participations in loans originated
through the GreenSky program. The SPV Facility provides committed financing of
$300.0 million, with an additional $200.0 million uncommitted accordion that was
accessed in July 2020. During the second quarter of 2020, the Company completed
purchases of SPV Participations of $431.0 million, of which $298.4 million was
financed through the SPV Facility, with the Company funding the remaining
balance. In July 2020, the SPV purchased additional loan participations totaling
$284.0 million, financed
in part by $200.0 million of borrowings under the uncommitted accordion provided
by the SPV Facility. The Company currently expects that the SPV Facility will
provide financing for approximately 70% of the principal balance for such
participations (on average), and the Company will fund the remainder. We expect
that the Company will from time to time purchase participations in loans that
have future funding obligations. Such future funding obligations will be funded
by the Bank Partner that owns the loan; however, the Company will be required to
purchase a participation in the future funding amount, which the Company would
intend to finance through the SPV Facility at similar rates. In addition, we
expect the SPV to conduct periodic sales of the loan participations or issue
asset-backed securities to third parties, which sales or issuances would allow
additional purchases to be financed at similar rates. No such sales occurred as
of June 30, 2020.
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 $444.6 million at that time, as
well as the repayment of our revolving SPV Facility upon maturity in May 2022.
Assuming no extended impact of the COVID-19 pandemic, 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
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made any material commitments for capital expenditures other than those
disclosed in the "Contractual Obligations" table in Part II, Item 7 of our 2019
Form 10-K, which did not change materially during the six months ended June 30,
2020.
Significant Changes in Capital Structure
During the six months ended June 30, 2020, we established the SPV Facility and
amended our 2018 Amended Credit Agreement. See "Key Developments" above for
further discussion on our funding diversification. During the six months ended
June 30, 2019, we purchased 8.7 million shares of Class A common stock at a cost
of $102.2 million under our share repurchase program, which are held in
treasury. See Note 11 to the Notes to Unaudited Condensed Consolidated Financial
Statements included in Part I, Item 1 for further discussion of our treasury
stock.
Cash flows
We prepare our Unaudited Condensed Consolidated Statements of Cash Flows using
the indirect method, under which we reconcile net income (loss) to cash flows
provided by operating activities by adjusting net income (loss) for those items
that impact net income (loss), 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.
                                                                    Six Months Ended
                                                                        June 30,
                                                                          2020                   2019

Net cash provided by (used in) operating activities $ (333,842)

      $    89,789
Net cash used in investing activities                     $    (8,524)$    (7,123)
Net cash provided by (used in) financing activities       $   333,929

$ (131,737)



Cash and cash equivalents and restricted cash totaled $437.4 million as of June
30, 2020, a decrease of $8.4 million from December 31, 2019. Restricted cash,
which had a balance of $289.8 million as of June 30, 2020 compared to a balance
of $250.1 million as of December 31, 2019, is not available to us to fund
operations or for general corporate purposes. Cash flow activities for the six
months ended June 30, 2020 consisted of $333.8 million of cash used for
operating activities, $8.5 million of cash used for investing activities, and
$333.9 million of cash provided by financing activities. Financing activity
inflows were highlighted by proceeds from the SPV Facility, and proceeds from
the term loan. The financing activity inflows were offset by outflows related to
distributions to GS Holdings' members, payment of withholding taxes associated
with stock option exercises, and repayments of the principal balance of our term
loan.
Our restricted cash balances as of June 30, 2020 and December 31, 2019 were
comprised of four components: (i) $169.5 million and $150.4 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; (ii) $94.7 million and $75.0 million,
respectively, which represented an additional restricted cash balance that we
maintained for certain Bank Partners related to our FCR liability; (iii) $20.6
million and $24.7 million, respectively, which represented certain custodial
in-transit loan funding and consumer borrower payments that we were restricted
from using for our operations; and (iv) $5.0 million and $0.0 million,
respectively, which represented temporarily restricted cash related to
collections in connection with SPV Participations (which is released from
restrictions in accordance with the terms of the SPV Facility). 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 14 to the Notes to
Unaudited Condensed Consolidated Financial Statements included in Part I, Item 1
for additional information on our restricted cash held as escrow with Bank
Partners.
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Cash provided by operating activities
Six Months Ended June 30, 2020. Cash flows used in operating activities were
$333.8 million during the six months ended June 30, 2020. Net income of $2.4
million was adjusted favorably for certain non-cash items of $50.6 million,
which were predominantly related to financial guarantee losses, depreciation and
amortization, equity-based expense, and mark to market adjustment on loan
receivables held for sale, partially offset by the fair value changes in
servicing assets and liabilities and deferred tax benefit.
The primary uses of operating cash during the six months ended June 30, 2020
were: (i) purchases of participations in loan receivables held for sale by the
SPV and (ii) a decrease in billed finance charges on deferred interest loans
that are expected to reverse in future periods driven by the settlements of
billed finance charges on SPV Participations at the time of purchase by the SPV.
Six Months Ended June 30, 2019. Cash flows provided by operating activities were
$89.8 million during the six months ended June 30, 2019. Net income of $46.6
million was adjusted favorably for certain non-cash items of $2.8 million, which
were predominantly related to depreciation and amortization, equity-based
expense, financial guarantee losses and fair value changes in servicing
liabilities, partially offset by deferred tax benefit.
Primary sources of operating cash during the six months ended June 30, 2019
were: (i) earnings, (ii) an increase in billed finance charges on deferred
interest loans that are expected to reverse in future periods, (iii) an increase
in accounts payable largely driven by Bank Partner settlements related to their
portfolio activity and payables for price concessions to a significant merchant
group, (iv) an increase in transaction processing liabilities, which is
reflective of the growth in custodial in-transit loan funding requirements and
consumer borrower payments primarily drive by a Bank Partner addition at the end
of 2018 and origination volume growth. These increases were offset by a use of
cash associated with accounts receivable, which was largely commensurate with
the increase in transaction volume.
Cash used in investing activities
Detail of the cash used in investing activities is included below for each
period (dollars in millions).
                                                      Six Months Ended
                                                          June 30,
                                                              2020            2019
Software                                        $    7.9$ 5.2
Computer hardware                                    0.4              0.8
Leasehold improvements                               0.1              0.6
Furniture                                            0.1              0.5
Purchases of property, equipment and software   $    8.5$ 7.1


The $1.4 million higher spend on investing activities during the six months
ended June 30, 2020 compared to the same period in 2019 was primarily related to
an increase in capitalized costs associated with various internally-developed
software projects, such as mobile application development and transaction
processing, and was offset by lower hardware costs associated with higher
infrastructure needs in the 2019 period and lower leasehold improvement costs.
Cash used in financing activities
Our financing activities in the periods presented consisted of equity and debt
related transactions and 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), which
are typically paid in January, April, June and September of each year.
We had net cash provided by financing activities of $333.9 million during the
six months ended June 30, 2020 compared to net cash used of $131.7 million
during the same period in 2019. In the 2020 period, our proceeds of cash were
primarily related to proceeds from the SPV Facility of $299.0 million, and
proceeds from the term loan of $70.5 million. The net cash provided by financing
activities was offset by net cash used for tax and non-tax
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distributions to members of $31.5 million and $1.9 million, respectively, and
repayments of the principal balance of our term loan (net of original issuance
discount) of $2.1 million.
In the 2019 period, our use of cash was primarily related to: (i) our $104.3
million repurchase of Class A common stock, (ii) distributions of $17.8 million,
(iii) payments under out TRA of $4.7 million, and (iv) equity activity of $3.1
million consisting of Class B common stock exchanges and option exercises.
Borrowings
See Note 7 to the Notes to Unaudited Condensed Consolidated Financial Statements
included in Part I, Item 1 for further information about our borrowings,
including the use of proceeds, as well as our interest rate swap.
Term loan and revolving facility
On March 29, 2018, GS Holdings amended its August 25, 2017 Credit Agreement
("2018 Amended Credit Agreement"). The 2018 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 is 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 depending upon a "first lien net leverage ratio." The 2018 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, GS Holdings 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.
On June 10, 2020, we entered into a Second Amendment to our Credit Agreement
("2020 Amended Credit Agreement"), which provided for an additional $75.0
million term loan ("incremental term loan"). The term loan and revolving loan
facility under the 2018 Amended Credit Agreement and incremental term loan under
the 2020 Amended Credit Agreement are collectively referred to as the "Credit
Facility." The modified term loan and the incremental term loan are collectively
referred to as the "term loan." The incremental term loan, incurs interest, due
monthly in arrears, at an adjusted LIBOR, which represents the one-month LIBOR
multiplied by the statutory reserve rate, as defined in the 2020 Amended Credit
Agreement, with a 1% LIBOR floor, plus 450 basis points. The incremental term
loan has the same security, maturity, principal amortization, prepayment, and
covenant terms as the 2018 Amended Credit Agreement, maturing on March 29, 2025.
There was no amount outstanding under our revolving loan facility as of June 30,
2020, which is available to fund future needs of GS Holdings' business.
SPV Facility
On May 11, 2020, GS Investment entered into the SPV Facility to finance
purchases by the SPV of 100% participation interests in loans originated through
the GreenSky program. The SPV Facility provides a revolving committed financing
of $300 million, and an uncommitted $200 million accordion that was accessed in
July 2020. The SPV Facility is secured by the loan participations held by the
SPV and Lenders will not have direct recourse to the Company for any loans made
under the SPV Facility. The interest rate on the SPV Facility is the applicable
commercial paper conduit funding rate (or, if the Lenders do not fund their
advances under the SPV Facility through commercial paper markets, 3-month LIBOR
plus 0.50%) plus 2.50%. The SPV Facility matures on May 10, 2022.
There was $299.0 million outstanding under the SPV Facility as of June 30, 2020.
On July 24, 2020, the Company accessed the $200.00 million uncommitted
accordion.
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The use of the London Interbank Offered Rate ("LIBOR") is expected to be phased
out by the end of 2021. LIBOR is currently used as a reference rate for certain
of our financial instruments, including our $475.0 million term loan under the
2020 Amended Credit Agreement and the related interest rate swap agreement, both
of which are set to mature after the expected phase out of LIBOR. At this time,
there is no definitive information regarding the future utilization of LIBOR or
of any particular replacement rate; however, we continue to monitor the efforts
of various parties, including government agencies, seeking to identify an
alternative rate to replace LIBOR. We will work with our lenders and
counterparties to accommodate any suitable replacement rate where it is not
already provided under the terms of the financial instruments and, going
forward, we will use suitable alternative reference rates for our financial
instruments. We will continue to assess and plan for how the phase out of LIBOR
will affect the Company; however, while the LIBOR transition could adversely
affect the Company, we do not currently perceive any material risks and do not
expect the impact to be material to the Company.
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 the 2019 Form 10-K) 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 Tax Receivable Agreement ("TRA") with the "TRA
Parties" (the equity holders of the Former Corporate Investors, the Exchanging
Members, the Continuing LLC Members and any other parties receiving benefits
under the TRA, as those parties are defined in the 2019 Form 10-K), 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.
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 $317.8 million as of June 30, 2020.
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 2020 Amended Credit Agreement or other
debt instruments). Any such distributions will be made 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. In the event that we do not make timely payment
of all or any portion of a tax benefit payment due under the TRA on or before a
final payment date, LIBOR is the base for the default rate used to calculate the
required interest. The TRA is anticipated to remain in effect after the expected
phase out of LIBOR in 2021. See Part I, Item 2 "Liquidity and Capital
Resources-Borrowings" for further discussion of the LIBOR phase out.
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
June 30, 2020 and December 31, 2019, we did not record any provision for
liability. Should any of our estimates or assumptions change or prove
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to be incorrect, it could have a material adverse impact on our consolidated
financial condition, results of operations or cash flows. See Note 14 to the
Notes to Unaudited Condensed Consolidated Financial Statements in Part I, Item 1
for discussion of certain legal proceedings and other contingent matters.
Contractual Obligations
We have future obligations under various contracts relating to debt and interest
payments and operating leases. During the six months ended June 30, 2020, we
entered into the Second Amendment to our Credit Agreement and an asset-backed
revolving credit facility. See Note 7 to the Notes to Unaudited Condensed
Consolidated Financial Statements in Part I, Item 1 for additional information
regarding changes to the Company's contractual obligations.
Recently Adopted or Issued Accounting Standards
See "Recently Adopted Accounting Standards" and "Accounting Standards Issued,
But Not Yet Adopted" in Note 1 to the Notes to Unaudited Condensed Consolidated
Financial Statements in Part I, Item 1 for additional information.
Critical Accounting Policies and Estimates
The accounting policies and estimates that we believe are the most critical to
an understanding of our results of operations and financial condition as
disclosed in our Management's Discussion and Analysis of Financial Condition and
Results of Operations as filed in our 2019 Form 10-K include those related to
our accounting for finance charge reversals, servicing assets and liabilities,
financial guarantees and income taxes. In the preparation of our Unaudited
Condensed Consolidated Financial Statements as of and for the three and six
months ended June 30, 2020, there have been no significant changes to the
accounting policies and estimates related to our accounting for finance charge
reversals, servicing assets and liabilities and income taxes. On January 1,
2020, we adopted the provisions of ASU 2016-13, which impacted our accounting
for the contingent aspect of our financial guarantees. Historical periods prior
to January 1, 2020 continue to reflect the measurement of the contingent aspect
of our financial guarantees under legacy guidance in ASC 450. Refer to Note 1 to
the Notes to Unaudited Condensed Consolidated Financial Statements in Part I,
Item 1 for discussion of our adoption of ASU 2016-13 and its impact on our
consolidated financial statements and for the revised accounting policy.

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