Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 07, 2022 | Jun. 30, 2021 | |
Entity Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-38506 | ||
Entity Registrant Name | GreenSky, Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 82-2135346 | ||
Entity Address, Address Line One | 5565 Glenridge Connector, | ||
Entity Address, Address Line Two | Suite 700 | ||
Entity Address, City or Town | Atlanta, | ||
Entity Address, State or Province | GA | ||
Entity Address, Postal Zip Code | 30342 | ||
City Area Code | (678) | ||
Local Phone Number | 264-6105 | ||
Title of 12(b) Security | Class A common stock, $0.01 par value | ||
Trading Symbol | GSKY | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 398,228,173 | ||
Documents Incorporated by Reference | Portions of the Proxy Statement related to the Proposed Merger filed on November 9, 2021 are incorporated by reference in Part III. | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001712923 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Class A common stock | |||
Entity Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 131,139,576 | ||
Class B common stock | |||
Entity Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 52,941,081 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Auditor Information [Abstract] | |
Auditor Name | PricewaterhouseCoopers LLP |
Auditor Location | Atlanta, GA |
Auditor Firm ID | 238 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Assets | ||
Cash and cash equivalents | $ 296,406 | $ 147,775 |
Restricted cash | 256,034 | 319,879 |
Loan receivables held for sale, net | 5,320 | 571,415 |
Accounts receivable, net of allowance of $150 and $313, respectively | 19,105 | 21,958 |
Property, equipment and software, net | 23,387 | 21,452 |
Deferred tax assets, net | 488,386 | 387,951 |
Other assets | 100,122 | 52,643 |
Total assets | 1,188,760 | 1,523,073 |
Liabilities | ||
Accounts payable | 11,748 | 15,418 |
Accrued compensation and benefits | 3,505 | 13,666 |
Other accrued expenses | 17,050 | 5,207 |
Finance charge reversal liability | 143,529 | 185,134 |
Term loan | 450,650 | 452,806 |
Warehouse facility | 0 | 502,830 |
Tax receivable agreement liability | 403,089 | 310,425 |
Financial guarantee liability | 104,091 | 131,894 |
Other liabilities | 83,248 | 81,169 |
Total liabilities | 1,216,910 | 1,698,549 |
Commitments, Contingencies and Guarantees (Note 14) | ||
Equity (Deficit) | ||
Additional paid-in capital | 122,353 | 110,938 |
Retained earnings | 75,819 | 33,751 |
Treasury stock | (150,487) | (147,360) |
Accumulated other comprehensive income (loss) | 0 | (4,340) |
Noncontrolling interests | (77,209) | (169,484) |
Total equity (deficit) | (28,150) | (175,476) |
Total liabilities and equity (deficit) | 1,188,760 | 1,523,073 |
Class A common stock | ||
Equity (Deficit) | ||
Common stock | 1,304 | 912 |
Class B common stock | ||
Equity (Deficit) | ||
Common stock | $ 70 | $ 107 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Allowance | $ 150 | $ 313 |
Class A common stock | ||
Common stock par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, issued (in shares) | 130,453,786 | 91,317,225 |
Common stock, outstanding (in shares) | 114,706,583 | 76,734,106 |
Class B common stock | ||
Common stock par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, issued (in shares) | 69,494,728 | 106,165,105 |
Common stock, outstanding (in shares) | 69,494,728 | 106,165,105 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue | |||
Interest and other | $ 14,075 | $ 17,057 | $ 3,021 |
Total revenue | 518,074 | 525,649 | 532,622 |
Costs and expenses | |||
Cost of revenue (exclusive of depreciation and amortization shown separately below) | 198,904 | 309,282 | 249,878 |
Compensation and benefits | 90,118 | 86,715 | 84,052 |
Property, office and technology | 18,007 | 16,616 | 16,671 |
Depreciation and amortization | 14,045 | 11,330 | 7,304 |
Sales, general and administrative | 37,507 | 42,476 | 33,350 |
Financial guarantee expense (benefit) | (15,218) | 4,952 | 20,699 |
Related party | 1,774 | 1,738 | 2,412 |
Merger Related Costs | 11,735 | 0 | 0 |
Total costs and expenses | 356,872 | 473,109 | 414,366 |
Operating profit | 161,202 | 52,540 | 118,256 |
Other income (expense), net | |||
Interest and dividend income | 586 | 1,167 | 3,080 |
Interest expense | (26,269) | (25,024) | (23,860) |
Other (losses) gains, net | (3,825) | 1,576 | (8,628) |
Total other income (expense), net | (29,508) | (22,281) | (29,408) |
Income before income tax expense | 131,694 | 30,259 | 88,848 |
Income tax expense (benefit) | 13,880 | 1,597 | (7,125) |
Net income | 117,814 | 28,662 | 95,973 |
Less: Net income attributable to noncontrolling interests | 75,670 | 18,697 | 63,993 |
Net income attributable to GreenSky, Inc. | $ 42,144 | $ 9,965 | $ 31,980 |
Earnings per share of Class A common stock: | |||
Basic (in dollars per share) | $ 0.55 | $ 0.15 | $ 0.52 |
Diluted (in dollars per share) | $ 0.55 | $ 0.14 | $ 0.49 |
Transaction fees | |||
Revenue | |||
Revenue | $ 379,766 | $ 393,137 | $ 405,905 |
Servicing | |||
Revenue | |||
Revenue | $ 124,233 | $ 115,455 | $ 123,696 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | |||
Net income | $ 117,814 | $ 28,662 | $ 95,973 |
Other comprehensive income (loss), net of tax | |||
Net unrealized gains (losses) on interest rate swap | 1,870 | (13,936) | (2,043) |
Reclassification adjustment into earnings related to interest rate swap | 10,916 | 3,672 | (479) |
Other comprehensive income (loss), net of tax | 12,786 | (10,264) | (2,522) |
Comprehensive income | 130,600 | 18,398 | 93,451 |
Less: Comprehensive income attributable to noncontrolling interests | 84,116 | 12,017 | 62,227 |
Comprehensive income attributable to GreenSky, Inc. | $ 46,484 | $ 6,381 | $ 31,224 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (DEFICIT) - USD ($) $ in Thousands | Total | Cumulative effect of accounting change | Class A common stock | Class B common stock | Common stockClass A common stock | Common stockClass B common stock | Additional Paid-in Capital | Additional Paid-in CapitalClass A common stock | Additional Paid-in CapitalClass B common stock | Retained Earnings | Retained EarningsCumulative effect of accounting change | Treasury Stock | Treasury StockClass A common stock | Accumulated Other Comprehensive Income (Loss) | Noncontrolling Interest | Noncontrolling InterestCumulative effect of accounting change | ||||
Beginning balance (in shares) at Dec. 31, 2018 | 54,504,902 | 128,549,555 | ||||||||||||||||||
Beginning balance at Dec. 31, 2018 | $ (34,765) | $ (290) | [1] | $ 591 | $ 129 | $ 44,524 | $ 24,218 | $ (87) | [1] | $ (43,878) | $ 0 | $ (60,349) | $ (203) | [1] | ||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||||||||
Net income | 95,973 | 31,980 | 63,993 | |||||||||||||||||
Issuance of unvested Class A common stock awards (in shares) | 2,887,905 | |||||||||||||||||||
Issuance of unvested Class A common stock awards | $ 0 | $ 29 | (29) | |||||||||||||||||
Class A stock option exercises (in shares) | 5,192,471 | 2,273,592 | ||||||||||||||||||
Class A common stock option exercises | $ (12,044) | $ 23 | $ (12,067) | |||||||||||||||||
Class B common stock exchanges (in shares) | 15,730,379 | (15,910,785) | ||||||||||||||||||
Class B common stock exchanges | $ (2,198) | $ 157 | $ (16) | $ (2,339) | ||||||||||||||||
Class B warrant exercises (in shares) | 1,180,163 | |||||||||||||||||||
Class B warrant exercises | 0 | $ 1 | (1) | |||||||||||||||||
Forfeited share-based compensation awards (in shares) | (210,845) | (301,735) | ||||||||||||||||||
Class A common stock repurchases (in shares) | (8,744,477) | |||||||||||||||||||
Class A common stock repurchases | (102,241) | $ (102,241) | ||||||||||||||||||
Shares withheld related to net share settlement and other (in shares) | (16,618) | |||||||||||||||||||
Shares withheld related to net share settlement and other | $ (115) | (115) | ||||||||||||||||||
Distributions | (18,668) | (2) | (18,666) | |||||||||||||||||
Share-based compensation | 13,754 | 13,754 | ||||||||||||||||||
Equity-based payments to non-employees | 15 | 15 | ||||||||||||||||||
Tax adjustments | 8,158 | 8,158 | ||||||||||||||||||
Impact on noncontrolling interest of change in ownership during period | 0 | 63,767 | (63,767) | |||||||||||||||||
Other comprehensive income (loss), net of tax | (2,522) | (756) | (1,766) | |||||||||||||||||
Ending balance (in shares) at Dec. 31, 2019 | 66,424,838 | 113,517,198 | ||||||||||||||||||
Ending balance at Dec. 31, 2019 | (54,943) | $ (107,659) | [2] | $ 800 | $ 114 | 115,782 | 56,109 | $ (32,212) | [2] | (146,234) | (756) | (80,758) | $ (75,447) | [2] | ||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||||||||
Net income | 28,662 | 9,965 | 18,697 | |||||||||||||||||
Issuance of unvested Class A common stock awards (in shares) | 3,473,245 | |||||||||||||||||||
Issuance of unvested Class A common stock awards | $ 0 | $ 35 | (35) | |||||||||||||||||
Class A stock option exercises (in shares) | 539,880 | 449,931 | ||||||||||||||||||
Class A common stock option exercises | $ 397 | $ 4 | 393 | |||||||||||||||||
Class B common stock exchanges (in shares) | 7,304,310 | (7,304,310) | ||||||||||||||||||
Class B common stock exchanges | $ 0 | $ 73 | $ (7) | (66) | ||||||||||||||||
Forfeited share-based compensation awards (in shares) | (697,383) | (47,783) | ||||||||||||||||||
Shares withheld related to net share settlement and other (in shares) | (220,835) | |||||||||||||||||||
Shares withheld related to net share settlement and other | $ (1,126) | (1,126) | ||||||||||||||||||
Distributions | (48,508) | (111) | (48,397) | |||||||||||||||||
Share-based compensation | 14,907 | 14,907 | ||||||||||||||||||
Equity-based payments to non-employees | 16 | 16 | ||||||||||||||||||
Tax adjustments | 3,042 | 3,042 | ||||||||||||||||||
Impact on noncontrolling interest of change in ownership during period | 0 | (23,101) | 23,101 | |||||||||||||||||
Other comprehensive income (loss), net of tax | (10,264) | (3,584) | (6,680) | |||||||||||||||||
Ending balance (in shares) at Dec. 31, 2020 | 76,734,106 | 106,165,105 | 76,734,106 | 106,165,105 | ||||||||||||||||
Ending balance at Dec. 31, 2020 | $ (175,476) | $ 912 | $ 107 | 110,938 | 33,751 | (147,360) | (4,340) | (169,484) | ||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||||||||
Accounting Standards Update [Extensible List] | [2] | Accounting Standards Update 2016-13 [Member] | ||||||||||||||||||
Net income | $ 117,814 | 42,144 | 75,670 | |||||||||||||||||
Issuance of unvested Class A common stock awards (in shares) | 2,263,300 | |||||||||||||||||||
Issuance of unvested Class A common stock awards | $ 0 | $ 23 | (23) | |||||||||||||||||
Class A stock option exercises (in shares) | 375,903 | 202,884 | ||||||||||||||||||
Class A common stock option exercises | $ 866 | $ 2 | $ 864 | |||||||||||||||||
Class B common stock exchanges (in shares) | 36,670,377 | (36,670,377) | ||||||||||||||||||
Class B common stock exchanges | $ 0 | $ 367 | $ (37) | $ (330) | ||||||||||||||||
Forfeited share-based compensation awards (in shares) | (691,370) | |||||||||||||||||||
Class A common stock repurchases | $ (146,100) | |||||||||||||||||||
Shares withheld related to net share settlement and other (in shares) | (472,714) | |||||||||||||||||||
Shares withheld related to net share settlement and other | (3,127) | (3,127) | ||||||||||||||||||
Distributions | (15,582) | (76) | (15,506) | |||||||||||||||||
Share-based compensation | 15,660 | 15,660 | ||||||||||||||||||
Equity-based payments to non-employees | 7 | 7 | ||||||||||||||||||
Tax adjustments | 18,902 | 18,902 | ||||||||||||||||||
Impact on noncontrolling interest of change in ownership during period | 0 | (23,665) | 23,665 | |||||||||||||||||
Other comprehensive income (loss), net of tax | 12,786 | 4,340 | 8,446 | |||||||||||||||||
Ending balance (in shares) at Dec. 31, 2021 | 114,706,583 | 69,494,728 | 114,706,583 | 69,494,728 | ||||||||||||||||
Ending balance at Dec. 31, 2021 | $ (28,150) | $ 1,304 | $ 70 | $ 122,353 | $ 75,819 | $ (150,487) | $ 0 | $ (77,209) | ||||||||||||
[1] | Represents the cumulative effect resulting from our adoption of the Financial Accounting Standards Board Accounting Standards Update 2016-02, Leases. See Note 1 to the Consolidated Financial Statements for additional information on our implementation. | |||||||||||||||||||
[2] | Represents the cumulative effect resulting from our adoption of the Financial Accounting Standards Board Accounting Standards Update 2016-13, Measurements of Credit Losses on Financial Instruments . See Note 1 to the Notes to Consolidated Financial Statements for additional information on our implementation. |
CONSOLIDATED STATEMENTS OF CH_2
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (DEFICIT) (Parenthetical) | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2018 | |||
Statement of Stockholders' Equity [Abstract] | ||||
Accounting Standards Update [Extensible List] | Accounting Standards Update 2016-13 [Member] | [1] | Accounting Standards Update 2016-02 [Member] | [2] |
[1] | Represents the cumulative effect resulting from our adoption of the Financial Accounting Standards Board Accounting Standards Update 2016-13, Measurements of Credit Losses on Financial Instruments . See Note 1 to the Notes to Consolidated Financial Statements for additional information on our implementation. | |||
[2] | Represents the cumulative effect resulting from our adoption of the Financial Accounting Standards Board Accounting Standards Update 2016-02, Leases. See Note 1 to the Consolidated Financial Statements for additional information on our implementation. |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Cash flows from operating activities | |||
Net income | $ 117,814 | $ 28,662 | $ 95,973 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 14,045 | 11,330 | 7,304 |
Share-based compensation expense | 15,660 | 14,907 | 13,754 |
Equity-based payments to non-employees | 7 | 16 | 15 |
Fair value change in servicing assets and liabilities | (13,773) | (2,157) | (29,679) |
Operating lease liability payments | 741 | (478) | (394) |
Financial guarantee expense (benefit) | (15,218) | (2,816) | 16,072 |
Amortization of debt related costs | 7,377 | 2,549 | 1,675 |
Original issuance discount on term loan payment | (72) | (57) | (42) |
Income tax expense (benefit) | 13,878 | 1,597 | (7,125) |
Loss on remeasurement of tax receivable agreement liability | 0 | 1,386 | 9,790 |
Impairment losses | 0 | 188 | 0 |
Mark to market on loan receivables held for sale | (3,226) | 6,342 | 0 |
Loss on interest rate swap settlement | 6,781 | 0 | 0 |
Changes in assets and liabilities: | |||
(Increase) decrease in loan receivables held for sale | 569,320 | (525,831) | (49,050) |
(Increase) decrease in accounts receivable | 2,853 | (2,465) | (4,049) |
(Increase) decrease in other assets | (32,718) | (5,295) | (448) |
Increase (decrease) in accounts payable | (3,669) | 3,506 | 6,860 |
Increase (decrease) in finance charge reversal liability | (41,605) | (20,901) | 67,446 |
Increase (decrease) in guarantee liability | (12,584) | (7,768) | 0 |
Increase (decrease) in other liabilities | 5,290 | 29,184 | 25,225 |
Net cash provided by/(used in) operating activities | 630,901 | (468,101) | 153,327 |
Cash flows from investing activities | |||
Purchases of property, equipment and software | (15,602) | (14,567) | (15,381) |
Net cash used in investing activities | (15,602) | (14,567) | (15,381) |
Cash flows from financing activities | |||
Proceeds from term loan | 0 | 70,494 | 0 |
Repayments of term loan | (4,678) | (4,318) | (3,958) |
Proceeds from Warehouse Facility | 328,781 | 852,060 | 0 |
Repayments of Warehouse Facility | (831,611) | (349,230) | 0 |
Class A common stock repurchases | 0 | 0 | (104,272) |
Member distributions | (16,746) | (51,041) | (23,468) |
Proceeds from option exercises | 917 | 470 | 307 |
Tax withholding payments on equity compensation | (3,078) | (1,199) | (12,351) |
Payment of taxes on Class B common stock exchanges | 0 | 0 | (2,198) |
Payments under tax receivable agreement | (4,098) | (12,755) | (4,664) |
Net cash provided by/(used in) financing activities | (530,513) | 504,481 | (150,604) |
Net increase (decrease) in cash and cash equivalents and restricted cash | 84,786 | 21,813 | (12,658) |
Cash and cash equivalents and restricted cash at beginning of period | 467,654 | 445,841 | 458,499 |
Cash and cash equivalents and restricted cash at end of period | 552,440 | 467,654 | 445,841 |
Supplemental cash flow information | |||
Interest paid | 39,793 | 27,612 | 22,429 |
Income taxes paid | 7 | 13 | 11 |
Supplemental non-cash investing and financing activities | |||
Capitalized software costs accrued but not paid | 773 | 395 | 0 |
Distributions accrued but not paid | 1,570 | 3,136 | 5,798 |
Tax withholding on equity awards accrued but not paid | 100 | 0 | 0 |
Beneficial interest in contingent consideration | $ 25,746 | $ 0 | $ 0 |
Organization, Summary of Signif
Organization, Summary of Significant Accounting Policies and New Accounting Standards | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Summary of Significant Accounting Policies and New Accounting Standards | Organization, Summary of Significant Accounting Policies and New Accounting Standards Organization Unless the context requires otherwise, "we," "us," "our," "GreenSky" and "the Company" refer to GreenSky, Inc. and its subsidiaries. "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"). We are a leading technology company Powering Commerce at the Point of Sale ® . Our platform is powered by a proprietary, patented technology infrastructure that facilitates merchant sales, while reducing the friction and improving the economics associated with a consumer making a purchase and a lender or financial institution extending financing for that purchase. It supports the full transaction lifecycle, including credit application, underwriting, real-time allocation to our Bank Partners, document distribution, funding, settlement and servicing. Merchants using our platform, which presently range from small, owner-operated home improvement contractors and healthcare providers to large national home improvement brands and retailers and healthcare service organizations, rely on us to facilitate low or deferred interest promotional point-of-sale financing and payments solutions that enable higher sales volume than they could otherwise achieve on their own. Consumers on our platform, who to date primarily have super-prime or prime credit scores, find financing with promotional terms to be an attractive alternative to other forms of payment. Our Bank Partners' access to our proprietary technology solution and merchant network enables them to build a diversified portfolio of high-quality consumer loans with attractive risk-adjusted yields with minimal upfront investment. GreenSky, Inc. was formed as a Delaware corporation on July 12, 2017. The Company was formed for the purpose of completing an initial public offering ("IPO") of its Class A common stock and certain Reorganization Transactions, as further described below, in order to carry on the business of GreenSky, LLC ("GSLLC"), a Georgia limited liability company. GSLLC is an operating entity and wholly-owned subsidiary of GS Holdings, LLC ("GS Holdings"). GS Holdings, a holding company with no operating assets or operations other than its equity interest in GSLLC, was organized to serve as a holding company for GSLLC. On August 24, 2017, GS Holdings acquired a 100% interest in GSLLC. The equity of GS Holdings is owned partially by GreenSky, Inc. and partially by certain pre-IPO equity owners of GS Holdings. Common membership interests of GS Holdings are referred to as "Holdco Units." Immediately prior to our IPO, (i) the operating agreement of GS Holdings (the "GS Holdings Agreement") was amended and restated to, among other things, modify its capital structure by replacing the different classes of membership interests and profits interests with Holdco Units; (ii) we issued to each of the Continuing LLC Members (as defined below) a number of shares of GreenSky, Inc. Class B common stock equal to the number of Holdco Units held by it (other than the Holdco Units that were exchanged in connection with the IPO), for consideration in the amount of $0.001 per share of Class B common stock; (iii) certain Holdco Units were contributed to GreenSky, Inc. in exchange for shares of our Class A common stock; (iv) equity holders of the Former Corporate Investors (as defined below) contributed their equity in the Former Corporate Investors to GreenSky, Inc. in exchange for shares of our Class A common stock and the right to certain payments under the Tax Receivable Agreement ("TRA"), and Former Corporate Investors merged with and into subsidiaries of GreenSky, Inc.; (v) outstanding options to acquire Class A units of GS Holdings were equitably adjusted so that they are exercisable for shares of Class A common stock; and (vi) outstanding warrants to acquire Class A units of GS Holdings were equitably adjusted pursuant to their terms so that they are exercisable for Holdco Units (and an equal number of shares of Class B common stock). We refer to these transactions collectively as the "Reorganization Transactions." Immediately following the Reorganization Transactions, the "Original GS Equity Owners" (other than the Former Corporate Investors) and certain "Original Profits Interests Holders," which we collectively refer to as the "Continuing LLC Members," continued to own Holdco Units. "Original GS Equity Owners" refers to the owners of units of GS Holdings prior to the Reorganization Transactions. "Former Corporate Investors" refers to certain of the Original GS Equity Owners that merged with and into one or more subsidiaries of GreenSky, Inc. in connection with the Reorganization Transactions, which was accounted for as a common control transaction and had no material impact on the net assets of the Company. "Original Profits Interests Holders" refers to the owners of profits interests in GS Holdings prior to the Reorganization Transactions. On May 24, 2018, the Company's Class A common stock commenced trading on the Nasdaq Global Select Market in connection with the Company's IPO. The newly-issued Holdco Units were sold by certain GS Holdings members, which we also refer to as "Exchanging Members." Pursuant to an "Exchange Agreement," the Continuing LLC Members can exchange their Holdco Units (with automatic cancellation of an equal number of shares of Class B common stock) for shares of our Class A common stock on a one-for-one basis, subject to customary adjustments, or for cash (based on the market price of the shares of Class A common stock), at our option (such determination to be made by the disinterested members of our board of directors). The IPO and Reorganization Transactions resulted in the Company becoming the sole managing member of GS Holdings. As the sole managing member of GS Holdings, we operate and control all of GS Holdings’ operations and, through GS Holdings and its subsidiaries, conduct GS Holdings’ business. The Company consolidates the financial results of GS Holdings and reports a noncontrolling interest in its Consolidated Financial Statements representing the GS Holdings interests held by the Continuing LLC Members. The weighted average ownership percentages for the applicable reporting periods are used to attribute net income (loss) and other comprehensive income (loss) to the Company and the noncontrolling interest. As of December 31, 2021 and 2020, the Company had an economic interest in GS Holdings of 62.3% and 42.0%, respectively. During the year ended December 31, 2021 and 2020, the Company had a weighted average ownership interest in GS Holdings of 43.1% and 38.3%, respectively. In 2020, we formed GS Depositor I, LLC (“Depositor”), an indirect subsidiary of the Company, and GS Investment I, LLC (the “Warehouse SPV”), a special purpose vehicle and indirect subsidiary of the Company, to facilitate purchases of participation interests in loans (“Warehouse Loan Participations") originated by Bank Partners through the GreenSky program. These purchases are made by Depositor and then transferred to the Warehouse SPV. Each of the Warehouse SPV and Depositor is a separate legal entity from the Company, and the assets of the Warehouse SPV and Depositor are solely available to satisfy the creditors of the Warehouse SPV or Depositor, respectively. Pending Merger On September 14, 2021, GreenSky, Inc. and GS Holdings entered into an Agreement and Plan of Merger (the “Merger Agreement”) with The Goldman Sachs Group, Inc., a Delaware corporation (“Goldman Sachs”), and Goldman Sachs Bank USA, a bank organized under the laws of the State of New York and wholly owned subsidiary of Goldman Sachs (“Goldman Sachs Bank”). The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, (a) Goldman Sachs Bank will establish a new wholly owned subsidiary, which will be a Delaware limited liability company (“Merger Sub 1”), and GreenSky, Inc. will be merged with and into Merger Sub 1 (the “Company Merger”), with Merger Sub 1 surviving the Company Merger as a wholly owned subsidiary of Goldman Sachs Bank (“Surviving LLC 1”), and (b) Goldman Sachs Bank will establish a new wholly owned subsidiary, which will be a Georgia limited liability company (“Merger Sub 2”), and Merger Sub 2 will be merged with and into GS Holdings (the “Holdings Merger” and, together with the Company Merger, the “Mergers”), with GS Holdings surviving the Holdings Merger as a subsidiary of Goldman Sachs Bank and Merger Sub 1 (“Surviving LLC 2”). Consummation of the Mergers is subject to the receipt of required regulatory approvals and satisfaction of other customary closing conditions. As a condition to Goldman Sachs’s entry into the Merger Agreement, the Company and certain beneficiaries party to the Tax Receivable Agreement, dated as of May 23, 2018 (the “TRA”), by and among the Company, GS Holdings, GreenSky, LLC and the blocker corporations and beneficiaries party thereto, were required to enter into an amendment to the TRA (the "TRA Amendment"), which amendment provided that no payments under the TRA will be made following or as a result of the consummation of the Mergers. Costs that are incremental and specifically related to the pending merger are presented within merger-related costs in the Consolidated Statements of Operations. Summary of Significant Accounting Policies Basis of Presentation The Consolidated Financial Statements were prepared in conformity with United States generally accepted accounting principles ("GAAP"). In the opinion of management, the Consolidated Financial Statements reflect all adjustments, which are of a normal recurring nature, necessary for a fair statement of our financial condition and results of operations for the periods presented. All intercompany balances and transactions are eliminated upon consolidation. Certain reclassifications have been made to the prior year presentation to conform to the current year presentation in the Consolidated Statements of Operations. These reclassifications were not material to the financial statements. Use of Estimates The preparation of our financial statements in conformity with GAAP requires that management make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Such estimates and assumptions include, but are not limited to, those that relate to fair value measurements, financial guarantees, share-based compensation and income taxes. In developing estimates and assumptions, management uses all available information; however, actual results could materially differ from those estimates and assumptions. Cash and Cash Equivalents and Restricted Cash Cash and Cash Equivalents Cash includes non-interest and interest-bearing demand deposit accounts with various financial institutions. We consider all highly liquid investments that mature three months or less from the date of purchase to be cash equivalents. Cash equivalents include money market mutual fund accounts, which are invested in government securities that are either guaranteed by the Federal Deposit Insurance Corporation of the U.S. government ("FDIC") or are secured by U.S. government-issued collateral for which the risk of loss from nonpayment is presumed to be zero. As such, we do not establish an allowance for credit losses on our cash equivalents. Further, the carrying amount of our cash equivalents approximates its fair values due to their short maturities and highly liquid nature. Refer to Note 3 for additional information on our fair value measurement. At times, our cash balances may exceed federally insured amounts and potentially subject the Company to a concentration of credit risk. The Company believes that no significant concentration of credit risk exists with respect to these balances based on its assessment of the creditworthiness and financial viability of these financial institutions. Further, our cash equivalents may expose us to credit risk; however, we believe this risk is limited, as the investments are backed by the full faith and credit of the United States government. Restricted Cash Restricted cash includes cash held in interest-bearing escrow accounts to provide limited protection to our Bank Partners in the event of certain Bank Partner portfolio credit losses or in the event that the finance charges billed to borrowers do not exceed the sum of an agreed-upon portfolio yield, a fixed servicing fee and realized credit losses. Restricted cash also includes cash maintained for certain Bank Partners related to our finance charge reversal ("FCR") liability, certain custodial in-transit loan funding and consumer borrower payments that were restricted from use for our operations, and cash related to collections in connection with Warehouse Loan Participations. Refer to Note 14 for additional information. The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the Consolidated Balance Sheets to the total included within the Consolidated Statements of Cash Flows as of the dates indicated. December 31, 2021 2020 2019 Cash and cash equivalents $ 296,406 $ 147,775 $ 195,760 Restricted cash 256,034 319,879 250,081 Cash and cash equivalents and restricted cash in Consolidated Statements of Cash Flows $ 552,440 $ 467,654 $ 445,841 Loan Receivables Held for Sale Loan receivables held for sale represent a 100% participation interest in certain loans originated under the GreenSky program by our Bank Partners that the Company subsequently purchases with the intent to sell to a third party at carrying value. Loan receivables held for sale are recorded at fair value at the time a loan receivable is purchased and are subsequently measured at the lower of cost or fair value on an aggregate homogeneous portfolio basis, which is further discussed in “Fair Value of Assets and Liabilities” below. We earn interest income on such loan receivables. Interest, calculated as a percentage of average outstanding principal balance in accordance with the contractual provisions of the loan arrangements, is accrued on a daily basis and collected from the borrower on a monthly basis. Accrued interest receivable and origination costs are deferred in the basis of the loan receivables. When the loan receivables are sold, any previously unrecognized deferred costs are recognized as part of realized gains and losses on sale. Gains and losses from the sale of loan receivables held for sale by the Warehouse SPV are included within cost of revenue in the Consolidated Statements of Operations. Gains and losses from the sale of all other loan receivables held for sale are included within other gains (losses), net in the Consolidated Statements of Operations. The entire balance of a loan receivable held for sale is considered contractually delinquent if the minimum required payment is not received by the first statement cycle date equal to or following the due date specified on the customer’s billing statement. Loan receivables held for sale and accrued interest are marked down to zero and written off when the principal or interest is delinquent for greater than 90 days, with the related expenses recorded as sales, general and administrative expense and reduction of interest and other revenue, respectively, in the Consolidated Statements of Operations. Valuation adjustments are also taken if loan receivables delinquent less than 90 days are expected to charge off in the future and are recorded to sales, general and administrative expense in the Consolidated Statements of Operations. Recoveries of principal and interest and fees on previously written off loan receivables held for sale are recognized on a collected basis as reductions of sales, general and administrative expense and as interest and other revenue, respectively. At times, we have transferred our rights to previously charged-off loan receivables and received commensurate proceeds based on the expected recovery rate of such loan receivables. We have no continuing involvement with these charged-off receivables other than performing reasonable servicing and collection efforts on behalf of the third parties and Bank Partners that paid for the rights to the charged-off receivables. The proceeds from the transfers of charged-off receivables attributable to loan receivables held for sale are recognized on a collected basis as reductions of sales, general and administrative expense in the Consolidated Statements of Operations. Refer to "Servicing Assets and Liabilities" and "Fair Value of Assets and Liabilities" below for additional information on our charged-off receivables transactions. Accounts Receivable Accounts receivable are recorded at their original invoice amounts, which are reduced by any allowance for uncollectible amounts. We use the aging method to establish an allowance for expected credit losses on accounts receivable balances and consider whether current conditions or reasonable and supportable forecasts about future conditions warrant an adjustment to our historical loss experience. In applying such adjustments, we primarily consider changes in counterparty credit risk and changes in the underlying macroeconomic environment. Accounts receivable are written off once delinquency exceeds 90 days. Recoveries of previously written off accounts receivable are recognized on a collected basis as a reduction to the provision for credit losses, which is included within sales, general and administrative expense in the Consolidated Statements of Operations. Refer to Note 5 for additional information on our accounts receivable. Property, Equipment, Software, Depreciation and Amortization Property, equipment and software includes furniture, leasehold improvements, computer hardware and software and is stated at cost less accumulated depreciation or amortization and any previously recorded impairment. We capitalize qualified costs incurred to develop internal-use software, which primarily include internal and external labor expenses. Additionally, we capitalize costs for replacements and major enhancements when it is probable that the expenditures will result in additional functionality or will extend the useful life of existing functionality. Costs for minor replacements, enhancements, maintenance and repairs of internal-use software are expensed as incurred. Depreciation and amortization are recorded on a straight-line basis over the estimated useful lives of the assets, as follows: Asset Category Estimated Useful Lives Computer hardware and software 3 years Furniture 5 years Leasehold improvements Shorter of life of asset or remaining lease term Upon retirement, the asset cost and related accumulated depreciation or amortization are removed from the Consolidated Balance Sheets and any related gain or loss is included within sales, general and administrative expense in the Consolidated Statements of Operations. We evaluate the carrying amounts of property, equipment and software for impairment on a quarterly basis or whenever events or changes in circumstances indicate that the carrying values may not be recoverable. Impairment losses are included within sales, general and administrative expense in the Consolidated Statements of Operations. Servicing Assets and Liabilities The Company assumes a right, obligation, or neither a right nor obligation to service consumer loans each time a loan is originated by a Bank Partner. Consumer loans originated by a Bank Partner may continue to be held by that Bank Partner, or sold to another Bank Partner, institutional investor, financial institution or other funding source. Additionally, the Company services charged-off receivables for which we do not charge a servicing fee. The Company identified Bank Partner loans as one class of servicing rights and charged-off receivables as a separate class of servicing rights. In accordance with ASC 860, Transfers and Servicing , when we determine that the compensation we receive to service loans is more or less than adequate, we assess the fair value of a servicing asset or liability, respectively, using a discounted cash flow model. We elected the fair value method to measure each class of servicing rights subsequent to initial recognition, as we believe that fair value is a more meaningful measure of our expected right or obligation with respect to these classes of servicing assets or liabilities, respectively. This election is irrevocable for these classes of servicing assets or liabilities. As of December 31, 2021 and December 31, 2020, the servicing assets associated with Bank Partner loans are recorded within other assets in the Consolidated Balance Sheets. As of December 31, 2021 and 2020, the servicing liabilities associated with Bank Partner loans and charged-off receivables are recorded within other liabilities in the Consolidated Balance Sheets. Refer to "Fair Value of Assets and Liabilities" below and Note 3 for additional information on the measurement of these assets and liabilities. Fair Value of Assets and Liabilities We have financial assets and liabilities subject to fair value measurement or disclosure on either a recurring or nonrecurring basis. Such measurements or disclosures relate to our cash and cash equivalents, loan receivables held for sale, derivative instruments, servicing assets and liabilities, contingent consideration receivables, and term loan. ASC 820, Fair Value Measurement , defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In valuing this asset or liability, we utilize market data or reasonable assumptions that market participants would use, including assumptions about risk and the risks inherent in the inputs to the valuation technique. The guidance provides a three-level valuation hierarchy for disclosure of fair value measurements based on the transparency of inputs to the valuation of an asset or a liability as of the measurement date. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels are defined as follows: Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. Level 3: Unobservable inputs for the asset or liability. An asset’s or a liability’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. We apply the market approach, which uses observable prices and other relevant information that is generated by market transactions involving identical or comparable assets or liabilities, to value our cash and cash equivalents and loan receivables held for sale. We apply the income approach, which uses valuation techniques to convert future amounts to a single, discounted present value amount, to value our FCR liability, contingent consideration receivables, and servicing assets and liabilities. We determine the fair values of our interest rate swap, interest rate cap, and term loan by applying a discounted cash flow model based on observable market factors and credit factors specific to us. Refer to Note 3 for additional fair value disclosures. Derivative Instruments We are exposed to interest rate risk on our variable-rate term loan, which we managed through an interest rate swap that was determined to be a derivative in accordance with ASC 815, Derivatives and Hedging . Derivatives are recorded on the balance sheet at fair value and are marked-to-market on a quarterly basis. The accounting for the change in fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate the derivative as a hedge and apply hedge accounting, and whether the hedging relationship continues to satisfy the criteria required to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to variability in cash flows of a recognized asset or liability that is attributable to a particular risk are considered cash flow hedges. The primary purpose of cash flow hedge accounting is to link the income statement recognition of a hedging instrument and a hedged item whose changes in cash flows are expected to offset each other. The change in the fair value of the derivative instrument designated as a cash flow hedge is initially reported as a component of other comprehensive income (loss) and subsequently reclassified into earnings in the same period when the hedged item affects earnings. The reclassification into earnings is reported in the same income statement line item in which the hedged item is reported. The FCR component of our Bank Partner contracts, which arrangements are detailed in Note 3, qualifies as an embedded derivative. The FCR liability is not designated as a hedge for accounting purposes and, as such, changes in its fair value are recorded within cost of revenue in the Consolidated Statements of Operations. We have other embedded derivative instruments that are not designated as hedges. Refer to Note 3 and Note 8 for additional fair value and derivative disclosures. Financial Guarantees Under the terms of the contracts with our Bank Partners, we provide limited protection to the Bank Partners in the event of certain Bank Partner portfolio credit losses or in the event that the finance charges billed to borrowers do not exceed the sum of (i) an agreed-upon portfolio yield, (ii) a fixed servicing fee and (iii) realized credit losses, by holding cash in restricted, interest-bearing escrow accounts in an amount equal to a contractual percentage of the Bank Partners’ monthly originations and month-end outstanding portfolio balance. Our maximum exposure under these financial guarantees is contractually limited to the escrow that we establish with each Bank Partner. Cash set aside to meet this requirement is classified as restricted cash in our Consolidated Balance Sheets. Our contracts with our Bank Partners entitle us to incentive payments when the finance charges billed to borrowers exceed the sum of (i) an agreed-upon portfolio yield, (ii) a fixed servicing fee and (iii) realized credit losses. This incentive payment varies from month to month, primarily due to the amount of realized credit losses. If credit losses exceed an agreed-upon threshold, we are obligated to make limited payments to our Bank Partners, which obligation represents a financial guarantee in accordance with ASC 460, Guarantees . Under ASC 460, the guarantor undertakes a noncontingent obligation to stand ready to perform over the term of the guarantee and a contingent obligation to make future payments if the triggering events or conditions under the guarantee arrangements occur. Under ASU 2016-13, we are required to estimate the expected credit losses over the contractual period in which we are exposed to credit risk via a present contractual obligation to extend credit, unless that obligation is unconditionally cancellable by the issuer. As applied to our financial guarantee arrangements, we are required to estimate expected credit losses, and the impact of those estimates on our potential escrow payments, for loans within our Bank Partner portfolios that are either funded or approved for funding at the measurement date, but are precluded from including future loan originations by our Bank Partners. 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 established with each Bank Partner. Typically, additional financial guarantee liabilities are recorded as new loans are originated by our Bank Partners on our platform, along with a corresponding non-cash charge recorded as financial guarantee expense in the Consolidated Statements of Operations. As the terms of our guarantee arrangements are determined contractually with each Bank Partner, we measure our contingent obligation separately for each Bank Partner using a discounted cash flow method based on estimates of the outstanding loan attributes of the Bank Partner's loan servicing portfolio and our expectations of forecasted information, including macroeconomic conditions, over the period which our financial guarantee is expected to be used in a "run-off" scenario. We use our historical experience as a basis for estimating escrow usage and adjust for current conditions or forecasts of future conditions if they are determined to vary from our historical experience. Refer to Note 14 for additional information on our financial guarantees. Revenue Recognition In accordance with ASC 606, Revenue from Contracts with Customers , in each of our revenue arrangements outlined below, revenue is recognized when control of the promised goods or services is transferred to the customer in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services. Transaction fees revenue We earn a specified transaction fee in connection with purchases made by borrowers that are financed by our Bank Partners. The transaction fee is a one-time fee payable by the merchant that includes a merchant fee component and an interchange fee component. In our merchant arrangements, our single performance obligation is to facilitate financing to the merchant’s qualified customers who comply with our Bank Partners’ mandatory underwriting criteria and credit policies. As it relates to our merchant arrangements, we act in the capacity of an agent, as our platform facilitates the arrangement between the merchant and consumer (for contracted services) and the arrangement between the Bank Partner and consumer (for loan financing) and we do not control either the merchant services or the financing prior to them being transferred to the consumer. Merchant fees The merchant fee is calculated by multiplying a set fee percentage (as outlined in a schedule provided to the merchants) by the dollar amount of a loan at the point of origination. As merchant fees are billed to, and collected directly from, the merchant at least monthly, the transaction price and volume are generally known and there is no unresolved variable consideration as of the end of a reporting period. To estimate variable consideration and recognize revenue at the point of sale, we apply the expected value method, wherein we assign 100% probability to the transaction price as calculated using actual transaction volume. While merchant fee reversals are contractually possible and would constrain our estimate of variable consideration, historically they have been immaterial. Therefore, we have not recognized a refund liability for these reversals. Our expected value is further adjusted during the month for rebates or price concessions (collectively, "price concessions"), as discussed below. Gross contractual merchant fees may be reduced by volume-based or non-volume-based price concessions to certain merchants and channel partners (which we refer to as "Sponsors"), which are offered to generate transaction volume on the GreenSky platform. We recognize merchant fees net of consideration paid to merchants or Sponsors in the form of price concessions, which represents our expected consideration. The price concessions give rise to variable consideration at contract inception, which we estimate at the individual merchant level using the expected value method. For merchants and Sponsors receiving monthly or quarterly price concessions, which constitute the vast majority of our arrangements, it is not probable that a significant reversal in the cumulative amount of revenue recognized would occur, as the uncertainty is resolved by the end of a reporting period. Therefore, the transaction price is not significantly constrained and we assi |
Earnings per Share
Earnings per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Earnings per Share | Earnings per Share Basic earnings per share of Class A common stock is computed by dividing net income attributable to GreenSky, Inc. by the weighted average number of shares of Class A common stock outstanding during the period. Diluted earnings per share of Class A common stock is computed by dividing net income attributable to GreenSky, Inc., adjusted for the assumed exchange of all potentially dilutive Holdco Units for Class A common stock, by the weighted average number of shares of Class A common stock outstanding adjusted to give effect to potentially dilutive elements. The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted earnings per share of Class A common stock for the periods indicated. Year Ended December 31, 2021 2020 2019 Numerator: Income before income tax expense $ 131,694 $ 30,259 $ 88,848 Less: Net income attributable to noncontrolling interests 75,670 18,697 63,993 Less: Income tax expense (benefit) 13,880 1,597 (7,125) Net income attributable to GreenSky, Inc. – basic $ 42,144 $ 9,965 $ 31,980 Add: Reallocation of net income attributable to noncontrolling interests from the assumed exchange of Holdco Units for Class A common stock 75,670 18,697 63,993 Less: Income tax expense on reallocation of net income attributable to noncontrolling interests (1) 17,990 4,565 8,189 Net income attributable to GreenSky, Inc. – diluted $ 99,824 $ 24,097 $ 87,784 Denominator: Weighted average shares of Class A common stock outstanding – basic 76,860,802 67,553,999 61,091,514 Add: Dilutive effects, as shown separately below Holdco Units exchangeable for Class A common stock 101,610,495 109,221,484 116,223,055 Class A common stock options 308,959 332,420 1,876,876 Holdco warrants exchangeable for Class A common stock — — 82,008 Unvested Class A common stock 1,982,535 642,935 174,592 Weighted average shares of Class A common stock outstanding – diluted 180,762,791 177,750,838 179,448,045 Earnings per share of Class A common stock outstanding – basic $ 0.55 $ 0.15 $ 0.52 Earnings per share of Class A common stock outstanding – diluted $ 0.55 $ 0.14 $ 0.49 Excluded from diluted earnings per share, as their inclusion would have been anti-dilutive (2) Holdco Units — 389,945 510,878 Class A common stock options 1,349,509 3,841,138 3,289,299 Class A common stock awards 1,500 2,123,280 2,040,965 (1) We assumed effective tax rates of 24.2%, 20.4%, and 1.2% for the years ended December 31, 2021, 2020, and 2019 respectively, which represent the effective tax rates on the consolidated GreenSky, Inc. entity inclusive of the income taxes on the portion of GS Holdings' earnings that are attributable to noncontrolling interests. (2) These amounts represent the number of instruments outstanding at the end of the period. Application of the treasury stock method would reduce these amounts if they had a dilutive effect and were included in the computation of diluted earnings per share. Shares of the Company’s Class B common stock do not participate in the earnings or losses of the Company and, therefore, are not participating securities. As such, separate presentation of basic and diluted earnings per share of Class B common stock under the two-class method has not been included. |
Fair Value of Assets and Liabil
Fair Value of Assets and Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Assets and Liabilities | Fair Value of Assets and Liabilities The following table summarizes, by level within the fair value hierarchy, the carrying amounts and estimated fair values of our assets and liabilities measured at fair value on a recurring or nonrecurring basis or disclosed, but not carried, at fair value in the Consolidated Balance Sheets as of the dates presented. There were no transfers into, out of, or between levels within the fair value hierarchy during any of the periods presented. Refer to Note 4, Note 7, Note 8, and Note 9 for additional information on these assets and liabilities. Level December 31, 2021 December 31, 2020 Carrying Fair Carrying Fair Assets: Cash and cash equivalents (1) 1 $ 296,406 $ 296,406 $ 147,775 $ 147,775 Loan receivables held for sale, net (2) 2 5,320 5,901 571,415 575,279 Servicing assets (3) 3 54,869 54,869 30,804 30,804 Contingent consideration receivables (3) 3 14,617 14,617 — — Interest rate cap (3) 2 493 493 — — Liabilities: Finance charge reversal liability (3) 3 $ 143,529 $ 143,529 $ 185,134 $ 185,134 Term loan (1) 2 450,650 458,413 452,806 452,408 Interest rate swap (3) 2 — — 14,182 14,182 Servicing liabilities (3) 3 12,276 12,276 1,984 1,984 Sales facilitation obligations (3) 2 13,258 13,258 10,655 10,655 (1) Disclosed, but not carried, at fair value. (2) Measured at fair value on a nonrecurring basis. (3) Measured and carried at fair value on a recurring basis. Cash and cash equivalents Cash and cash equivalents are classified within Level 1 of the fair value hierarchy, as the primary component of the price is obtained from quoted market prices in an active market. The carrying amounts of our cash and cash equivalents approximate their fair values due to the short maturities and highly liquid nature of these accounts. Loan receivables held for sale, net Loan receivables held for sale are recorded in the Consolidated Balance Sheets at the lower of cost or fair value and, therefore, are measured at fair value on a nonrecurring basis. Our loan receivables held for sale are primarily loan participations owned by the Warehouse SPV. Fair value of our loan receivables held for sale is determined based on the anticipated sale price of such participations to third parties. Loan receivables held for sale are classified within Level 2 of the fair value hierarchy, as the primary component of the price is obtained from observable values of loan receivables with similar terms and characteristics. Servicing assets and liabilities We previously elected the fair value method to account for our servicing assets and liabilities to more appropriately reflect the value of the servicing rights in our Consolidated Financial Statements. As a result of this election, our servicing assets and liabilities are carried at fair value on a recurring basis within other assets and other liabilities, respectively, in the Consolidated Balance Sheets and are estimated using a discounted cash flow model. Servicing assets and liabilities are classified within Level 3 of the fair value hierarchy, as the primary components of the fair value are obtained from unobservable inputs based on peer market data, reasonably adjusted for assumptions that would be used by market participants to service our Bank Partner loans and transferred charged-off receivables portfolios, for which market data is not available. Changes in the fair value of our servicing assets and liabilities related to our bank partner arrangements are recorded within servicing revenue and changes in the fair value of our servicing liabilities related to charged-off receivables are recorded within other gains (losses), net in the Consolidated Statements of Operations. Contractually specified servicing fees recorded within servicing revenue in the Consolidated Statements of Operations totaled $111.8 million, $115.1 million and $93.2 million for the years ended December 31, 2021, 2020 and 2019, respectively. The cash flow impacts of our assets and liabilities that are measured at fair value on a recurring basis are included within net cash provided by operating activities in the Consolidated Statements of Cash Flows. The following table reconciles the beginning and ending fair value measurements of our servicing assets associated with Bank Partner loans during the years presented. Year Ended December 31, 2021 2020 2019 Beginning balance $ 30,804 $ 30,459 $ — Additions, net (1) 46,833 1,897 5,975 Changes in fair value (22,768) (1,552) 24,484 Ending balance $ 54,869 $ 30,804 $ 30,459 (1) Includes additions through assumptions of servicing obligations each time a loan is originated on our platform by a Bank Partner, as well as through transfers of loans between Bank Partners or of loan receivables between GreenSky and Bank Partners and is net of the impact of loan principal pay downs in the Bank Partner portfolios. Additions are recognized in servicing revenue in the Consolidated Statements of Operations. The following table reconciles the beginning and ending fair value measurements of our servicing liabilities associated with Bank Partner loans and transferring our rights to charged-off receivables during the periods presented. Year Ended December 31, 2021 2020 2019 Beginning balance $ 1,984 $ 3,796 $ 3,016 Additions, net (1) (180) — 2,705 Changes in fair value (2) 10,472 (1,812) (1,925) Ending balance (3) $ 12,276 $ 1,984 $ 3,796 (1) Includes additions through assumptions of servicing obligations each time a loan is originated on our platform by a Bank Partner, as well as through transfers of loan receivables between Bank Partners or of loan receivables between GreenSky and Bank Partners and is net of the impact of loan principal pay downs in the Bank Partner portfolios. Additions are recognized in servicing revenue in the Unaudited Condensed Consolidated Statements of Operations. (2) Includes reduction of our servicing liabilities associated with transferring our rights to charged-off receivables of $1.3 million, $1.8 million and $1.9 million for the years ended December 31, 2021, 2020 and 2019, respectively, due to the passage of time and collection of loan payments, which is recognized in other gains (losses), net in the Consolidated Statements of Operations. (3) Includes servicing liabilities associated with transferring our rights to charged-off receivables of $663 thousand, $2.0 million and $3.8 million as of December 31, 2021, 2020 and 2019, respectively. Significant assumptions used in valuing our servicing assets and liabilities include the following: Cost of servicing : The cost of servicing represents the servicing rate a willing market participant would require to service loans with similar characteristics as the Bank Partner loans or charged-off receivables. The cost of servicing is weighted based on the outstanding balance of the loans. Discount rate : The discount rate reflects the time value of money adjusted for a risk premium and is within an observable range based on peer market data. Weighted average remaining life : For Bank Partner loans, the weighted average remaining life is determined using the aggregate curves for each loan product type based on expected cumulative annualized rates of prepayments and defaults. Recovery period : For charged-off receivables, our recovery period is determined based on a reasonable recovery period for loans of these sizes and characteristics based on historical experience. We assumed that collection efforts for these loans will cease after five years, and the run-off of the portfolio will follow a straight-line methodology, adjusted for actual cash recoveries over time. The following table presents quantitative information about the significant unobservable inputs used to value the Level 3 servicing assets and liabilities as of the dates presented. Input December 31, 2021 December 31, 2020 Range Weighted Average Range Weighted Average Cost of servicing (basis points) 62.5 – 88.2 77.8 57.5 - 108.0 95.0 Discount rate 18.0 % 18.0% 18.0 % 18.0% Weighted average remaining life (years) 2.7 – 7.3 6.5 2.3 - 5.8 2.3 Recovery period (years) 0.8 – 2.9 2.2 1.6 – 3.9 3.1 A significant increase or decrease in the market cost of servicing could result in significantly lower or higher, respectively, servicing assets and higher or lower, respectively, servicing liabilities as of the measurement date. A significant increase or decrease in the discount rate could result in lower or higher, respectively, servicing assets and liabilities as of the measurement date. However, as the weighted average remaining life of loans is relatively short, we would not expect significant changes in the discount rate to materially impact the fair value measure. The average remaining life is weighted by the unpaid balance of the Bank Partner loans as of the measurement date. A significant increase or decrease in the expected weighted average remaining life could result in significantly higher or lower servicing assets as of the measurement date. The recovery period is weighted by the unpaid balance of previously transferred charged-off receivables as of the measurement date. A significant increase or decrease in the expected recovery period could result in higher or lower, respectively, servicing liabilities. Contingent consideration receivables In exchange for selling loan participations to institutional investors, financial institutions and other funding sources, the Company receives cash, and, in some cases, beneficial interest in the form of additional contingent consideration, which may be received at a later date based on certain potential outcomes (typically based on the credit performance of the assets sold or the underlying loans). The contingent consideration receivables serve as a host contract containing an embedded derivative as the credit and prepayment performance of the loan participations are tied to the underlying debtor, rather than the third party purchaser of the loan participations, which results in the economic characteristics and risks being not clearly and closely related to the host contract. In accordance with ASC 825, GreenSky irrevocably elected to initially and subsequently measure the contingent consideration receivables as a whole, inclusive of the embedded credit derivative, at fair value. This election is made on an instrument by instrument basis, and our election only affects the contingent consideration receivables and does not apply to, nor implicate, other receivables. The contingent consideration receivables are classified within Level 3 of the fair value hierarchy, as the primary component of the fair value is obtained from unobservable inputs based on the Company’s data, reasonably adjusted for assumptions that would be used by market participants. Changes in the fair value of the contingent consideration receivables are recorded within cost of revenue in the Consolidated Statements of Operations. Significant assumptions used in valuing our contingent consideration receivables include a discount rate and settlement period. At December 31, 2021, the Company had contingent consideration receivables for which the fair value of the asset was $14.6 million related to underlying beneficial interest in that consideration of $25.7 million. The following table reconciles the beginning and ending fair value measurements of our contingent consideration receivables during the period presented. There were no loan participations subject to contingent consideration receivables as of December 31, 2020. Year Ended Beginning balance $ — Additions (1) 12,922 Receipts (2) — Other fair value changes (3) 1,695 Ending balance 14,617 (1) Includes each initial receivable that GreenSky is entitled to each time an applicable pool of loan participations is sold to institutional investors, financial institutions and other funding sources. (2) Represents cash receipt of contingent consideration. (3) Represents changes to the fair value of the contingent consideration receivables due to the passage of time, changes in the portfolio delinquency rate or prepayment rate. Significant assumptions used in valuing our contingent consideration receivables include the following: Discount rate: The discount rate reflects the time value of money adjusted for a risk premium and is within an observable range based on peer market data. Settlement period: Our settlement period represents the number of years before the contingent consideration receivables can be released and is determined based on a reasonable settlement period for loan participations based on contractual terms. The following table presents quantitative information about the significant unobservable inputs used to value the Level 3 contingent consideration receivables as of the date presented. There were no loan participations subject to contingent consideration receivables as of December 31, 2021. Input December 31, 2021 Range Weighted Average Discount rate 15 % 15 % Settlement period (years) 1.8 - 6.0 5.0 A significant increase or decrease in the discount rate could result in lower or higher, respectively, contingent consideration receivables as of the measurement date. However, as the weighted average settlement period of the contingent consideration receivables is relatively short, we would not expect significant changes in the discount rate to materially impact the fair value measure. The settlement term is weighted by the outstanding contingent consideration receivables balance as of the measurement date. A significant increase or decrease in the settlement period could result in lower or higher, respectively, contingent consideration receivables as of the measurement date. Interest rate cap In January 2021, the Warehouse SPV entered into a $555.0 million notional amortizing interest rate cap with a strike rate of 2.5%. This cap is intended to protect against exposure to changes in cash flows attributable to interest rate risk on $555.0 million of our variable-rate Warehouse Facility to the extent three-month LIBOR exceeds 2.5%. The interest rate cap is carried at fair value on a recurring basis in the Consolidated Balance Sheets and is classified within Level 2 of the fair value hierarchy, as the inputs to the derivative pricing model are generally observable and do not contain a high level of subjectivity. The fair value of the interest rate cap was determined based on the present value of the estimated future net cash flows using implied rates in the applicable yield curve as of the valuation date. Changes in the fair value of our interest rate cap are recorded within cost of revenue in the Consolidated Statements of Operations. Finance charge reversal liability Our Bank Partners offer certain loan products that have a feature whereby the borrower is provided a promotional period to repay the loan principal balance in full without incurring a finance charge. For certain of these loan products, our Bank Partners bill interest each month throughout the promotional period and such amounts are included in the determination of the incentive payments paid by our Bank Partners to us. However, under the terms of the contracts with our Bank Partners, we are obligated to pay an amount equal to this billed interest to the Bank Partners if an account holder repays the loan balance in full within the promotional period and such interest is reversed. Therefore, the monthly process of billing interest on deferred loan products triggers a potential future FCR liability for the Company. The FCR component of our Bank Partner contracts qualifies as an embedded derivative. The FCR liability is not designated as a hedge for accounting purposes and, as such, changes in its fair value are recorded within cost of revenue in the Consolidated Statements of Operations. The FCR liability is carried at fair value on a recurring basis in the Consolidated Balance Sheets and is estimated based on historical experience and management’s expectation of future FCR. The FCR liability is classified within Level 3 of the fair value hierarchy, as the primary component of the fair value is obtained from unobservable inputs based on the Company’s data, reasonably adjusted for assumptions that would be used by market participants. The following table reconciles the beginning and ending fair value measurements of our FCR liability during the periods indicated. Year Ended December 31, 2021 2020 2019 Beginning balance $ 185,134 $ 206,035 $ 138,589 Receipts (1) 223,650 215,049 159,527 Settlements (2) (337,698) (382,968) (262,449) Fair value changes recognized in cost of revenue (3) 72,443 147,018 170,368 Ending balance $ 143,529 $ 185,134 $ 206,035 (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 any of 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. The years ended December 31, 2021 and December 31, 2020 also includes $20.1 million and $28.8 million of billed finance charges related to loan participations held by the Warehouse SPV that were not yet collected and subject to a potential future finance charge reversal at the time of purchase, 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 Consolidated Statements of Operations. Significant assumptions used in valuing our FCR liability include the following: Reversal rate: The reversal rate represents our estimate of the percentage of previously billed interest on deferred loan products that we expect we will be obligated to remit to the Bank Partners due to the borrower paying off the loan balance in full within the promotional period. The historical period over which we evaluate reversal rates may also vary among the categories of deferred loan products based on the length and relevance of our historical experience with such products at the measurement date. Discount rate : The discount rate reflects the time value of money adjusted for a risk premium. The following table presents quantitative information about the significant unobservable inputs used to value the Level 3 FCR liability as of the dates presented. December 31, 2021 December 31, 2020 Range Weighted Average Range Weighted Average Reversal rate 59.0 – 100.0% 90.2 % 64.8 – 100.0% 89.2 % Discount rate 3.6 % 3.6 % 3.5 % 3.5 % A significant increase or decrease in the estimated reversal rates could result in a significantly higher or lower, respectively, calculation of our expected future payments to our Bank Partners, resulting in a higher or lower, respectively, fair value measurement of our FCR liability. A significant increase or decrease in the discount rate could result in a lower or higher, respectively, fair value measurement of our FCR liability. Charged-off receivables. Historically, we have periodically transferred our rights to previously charged-off loan receivables in exchange for a cash payment based on the expected recovery rate of such loan receivables, which consist primarily of previously charged-off Bank Partner loans. We have no continuing involvement with these charged-off receivables other than performing reasonable servicing and collection efforts. The proceeds from transfers of charged-off receivables attributable to Bank Partner loans are recognized on a collected basis as reductions to cost of revenue, which reduces the fair value adjustment to the FCR liability in the period of transfer. The proceeds from transfers of charged-off receivables attributable to loan receivables held for sale are recognized on a collected basis as reductions to sales, general and administrative expense, which reduces the valuation allowance for loan receivables held for sale. There were no transfers of charged-off receivables during the years ended December 31, 2021 and 2020. As such, we retain the economic rights to retained charged-off receivables and recognize recoveries on a collected basis each period. The following table presents details of charged-off receivables transfers during the year ended December 31, 2019. Aggregate Unpaid Balance Proceeds Bank Partner Loan Total Bank Partner Loan Total Year Ended December 31, 2019 $ 223,024 $ 2,518 $ 225,542 $ 29,190 $ 312 $ 29,502 During the years ended December 31, 2021, 2020 and 2019, $20.2 million, $23.0 million and $22.2 million, respectively, of the aggregate unpaid balance on cumulative transferred charged-off receivables were recovered through our servicing efforts on behalf of our charged-off receivables investors. Term loan The carrying value of our term loan is net of unamortized debt discount and debt issuance costs. The fair value of our term loan is classified within Level 2 of the fair value hierarchy, as the primary component of the price is obtained from quoted market prices for similar liabilities in an active market. Interest rate swap In June 2019, we entered into a $350.0 million notional, four-year interest rate swap agreement to hedge changes in our cash flows attributable to interest rate risk on $350.0 million of our variable-rate term loan to a fixed-rate basis, thus reducing the impact of interest rate changes on future interest expense. This swap involves the receipt of variable-rate amounts in exchange for fixed interest rate payments over the life of the agreement without an exchange of the underlying notional amount and was designated for accounting purposes as a cash flow hedge. The interest rate swap is carried at fair value on a recurring basis in the Consolidated Balance Sheets and is classified within Level 2 of the fair value hierarchy, as the inputs to the derivative pricing model are generally observable and do not contain a high level of subjectivity. The fair value was determined based on the present value of the estimated future net cash flows using implied rates in the applicable yield curve as of the valuation date. The change in the fair value of the derivative instrument designated as a cash flow hedge is initially reported as a component of other comprehensive income (loss) and later reclassified into earnings in the same period when the hedged item affects earnings. The reclassification into earnings is reported within interest expense in the Consolidated Statements of Operations. As a result of the entering into the Merger Agreement described in Note 1 on September 14, 2021, the Company determined that it no longer met the criteria for cash flow hedge designation. Because hedge accounting is discontinued on a prospective basis, changes in the interest rate swap's fair value subsequent to that date are recognized in earnings. Amounts previously reported in accumulated other comprehensive income (loss) were reclassified to earnings as the previously hedged interest payments were made. In December 2021, the remaining balance in accumulated other comprehensive income (loss) was reclassified to earnings as the Company determined that the forecasted transactions were probable of not occurring. The Company settled the interest rate swap in December 2021. Sales facilitation obligations In May 2020, the Company entered into a series of agreements (collectively, the “Facility Bank Partner Agreements”) with an existing Bank Partner to provide for the programmatic sale of loan participations and whole loans by that Bank Partner to third parties. Under the Facility Bank Partner Agreements, purchasers issue purchase commitments to the Bank Partner. The Company has certain sales facilitation obligations related thereto that qualify as embedded derivatives and are not designated as hedges for accounting purposes. As such, these sales facilitation obligations are recorded at fair value and changes in their respective fair value are recorded within cost of revenue in the Consolidated Statements of Operations. First, the Company agreed under the Facility Bank Partner Agreements to facilitate sales by the Bank Partner of loan participations and whole loans to third parties (including sales to the Company or its affiliates, including the Warehouse SPV) by funding into an escrow account, established by the Company for the Bank Partner, the shortfall (if any) in purchase price commitment below par (“purchase price discount”) at the time a purchase commitment is made. The Bank Partner agreed that it will fund into the escrow account any purchase price in excess of par (“purchase price premium”) received in connection with a sale. Any purchase price discount will net settle with any contemporaneous purchase price premiums upon sale of the loan participations or whole loans, with a net discount being settled by a release of escrow funds to the Bank Partner at sale and a net premium being settled by a release of excess escrow funds (above minimum escrow requirements), if any, to the Company shortly following any such sale. Second, the Company may, from time to time, directly issue to the Bank Partner commitments to purchase loan participations at par under the Facility Bank Partner Agreements. The fair value of the resulting sales facilitation obligations is based on the difference between par and the anticipated sale prices of such participations to third parties, including institutional investors, financial institutions and other funding sources. As such, the fair value is classified within Level 2 of the fair value hierarchy, as the primary component of the price is obtained from observable values of loan receivables with similar terms and characteristics. At December 31, 2021 and December 31, 2020 the Company had sales facilitation obligations for which the fair value of the liability was $13.3 million and $10.7 million, respectively, related to the underlying Bank Partner loans of $625.0 million and $476.6 million, respectively. The change in fair value as of December 31, 2021 and December 31, 2020 was $2.6 million and $10.7 million, respectively, and is reflected in cost of revenue in the Consolidated Statements of Operations. |
Loan Receivables Held for Sale
Loan Receivables Held for Sale | 12 Months Ended |
Dec. 31, 2021 | |
Receivables [Abstract] | |
Loan Receivables Held for Sale | Loan Receivables Held for Sale The following table summarizes the activity in the balance of loan receivables held for sale, net at lower of cost or fair value during the periods indicated. Year Ended December 31, 2021 2020 2019 Beginning balance $ 571,415 $ 51,926 $ 2,876 Additions (1) 1,748,789 1,775,807 157,928 Proceeds from sales and borrower payments (2) (2,277,258) (1,181,867) (104,858) Loss on sale (3) (39,543) (57,043) — Decrease (increase) in valuation allowance (4) 6,209 (8,241) (1,289) Transfers (5) 3,436 344 251 Write-offs and other (6) (7,728) (9,511) (2,982) Ending balance $ 5,320 $ 571,415 $ 51,926 (1) Includes purchases of $1,622 million and $1,114 million, respectively, participations in loans through the Warehouse SPV for the years ended December 31, 2021 and 2020. (2) We retain servicing arrangements on sold loan receivables with comparable terms and conditions as loans that are not participated by our Bank Partners. Additions also include accrued interest and fees, recoveries of previously charged-off loan receivables held for sale, as well as proceeds from transferring our rights to charged-off receivables attributable to loan receivables held for sale. Income from loan receivables held for sale activities is recorded within interest and other revenue in the Consolidated Statements of Operations. (3) Recorded within cost of revenue in the Consolidated Statements of Operations. (4) Valuation allowance for the year ended December 31, 2021 includes a decrease in lower of cost or fair value adjustments on our Warehouse Loan Participations of $3.2 million, partially offset by lower of cost or fair value adjustments on all other loan receivables held for sale of $301 thousand. Valuation allowance for the year ended December 31, 2020 includes an increase in lower of cost or fair value adjustments on our Warehouse Loan Participations of $6.2 million and an increase in lower of cost or fair value adjustments on all other loan receivables held for sale of $109 thousand. Provision for credit losses decreased $3.3 million, and increased $1.9 million and $1.3 million during the years ended December 31, 2021, 2020 and 2019, respectively. (5) We temporarily hold certain loan receivables, which are originated by a Bank Partner, while non-originating Bank Partner eligibility is being determined. Once we determine that a loan receivable meets the investment requirements of an eligible Bank Partner, we transfer the loan receivable to the Bank Partner at cost plus any accrued interest. The reported amount also includes loan receivables that have been placed on non-accrual and non-payment status while we investigate consumer inquiries. (6) We received recovery payments of $376 thousand, $399 thousand and $50 thousand during the years ended December 31, 2021, 2020 and 2019, respectively. Recoveries of principal and finance charges and fees on previously written off loan receivables held for sale are recognized on a collected basis, and the cash proceeds received are recorded within sales, general and administrative expense in the Consolidated Statements of Operations. The following table presents activities associated with our loan receivable sales and servicing activities during the periods indicated. Year Ended December 31, 2021 2020 2019 Gain (loss) on sold loan receivables $ (39,543) $ (57,043) $ — Cash Flows Sales of loans $ 1,897,890 $ 875,051 $ 91,946 Servicing fees 18,187 5,978 3,901 The following tables present information about loan receivables held for sale that were transferred and qualified for sales treatment under ASC 860, and therefore are no longer recorded in our Consolidated Balance Sheets, but with which we have a continuing involvement through our servicing arrangements. As such, for sold loan receivables held for sale where servicing is the only form of continuing involvement, the Company would only experience a loss if it were required to repurchase a loan participation due to a breach in representations and warranties associated with its loan sale or servicing contracts. December 31, 2021 2020 Total principal balance $ 2,132,603 $ 1,061,634 Delinquent loans (unpaid principal balance) 49,762 29,092 Year Ended December 31, 2021 2020 2019 Net charge-offs (unpaid principal balance) $ 21,441 $ 10,573 $ 16,333 In November 2021, as provided for as a condition to the Merger Agreement, the Company entered into a backstop purchase facility arrangement with Goldman Sachs Bank. This agreement includes (i) a forward flow commitment from Goldman Sachs Bank to purchase up to $800 million in loan participations during the period from the execution of such arrangements through the earlier of the consummation of the Mergers or the termination of the Merger Agreement, and (ii) in the event that the Merger Agreement is terminated in accordance with its terms prior to the consummation of the Mergers, up to $1.0 billion in loan participations during the period from the Merger Agreement termination date through the last day of the ninth full calendar month following such termination date. Pursuant to this arrangement, the Company sold $226.2 million in loan participations in December 2021. As of December 31, 2021, our allowance for losses on accounts receivable was measured under ASC 326. Historically, the majority of our pools of accounts receivable did not have write-offs. For the pool of accounts receivable for which we had historical write-offs, we used an aging method and the average 12-month historical loss rate as a basis for estimating credit losses on the current accounts receivable balance. In the absence of relevant historical loss experience for the other pools of accounts receivables, we also used this average 12-month loss rate to inform our estimate of credit losses on those balances. For each pool of accounts receivable, we considered the conditions at the measurement date and reasonable and supportable forecasts about future conditions to consider if adjustments to the historical loss rate were warranted. Given (i) our methods of collecting funds on merchant and servicing receivables, (ii) we have not observed meaningful changes in our counterparties' abilities to pay, and (iii) we establish an allowance for all delinquent accounts receivable (typically deemed to be 31 days or more past due), providing for a maximum 30-day term of our accounts receivable balances, we determined that our historical loss rates remain most indicative of our lifetime expected losses. Accounts receivable consisted of the following as of the dates indicated. Accounts Allowance Accounts December 31, 2021 Transaction related $ 6,916 $ (150) $ 6,766 Servicing related 12,339 — 12,339 Total $ 19,255 $ (150) $ 19,105 December 31, 2020 Transaction related $ 10,533 $ (313) $ 10,220 Servicing related 11,738 — 11,738 Total $ 22,271 $ (313) $ 21,958 The following table summarizes the activity in the balance of allowance for uncollectible amounts during the period from January 1, 2021 through December 31, 2021. December 31, 2021 Beginning balance $ (313) Provision for expected losses (35) Write-offs 201 Recoveries (3) Ending balance $ (150) |
Accounts Receivable
Accounts Receivable | 12 Months Ended |
Dec. 31, 2021 | |
Receivables [Abstract] | |
Accounts Receivable | Loan Receivables Held for Sale The following table summarizes the activity in the balance of loan receivables held for sale, net at lower of cost or fair value during the periods indicated. Year Ended December 31, 2021 2020 2019 Beginning balance $ 571,415 $ 51,926 $ 2,876 Additions (1) 1,748,789 1,775,807 157,928 Proceeds from sales and borrower payments (2) (2,277,258) (1,181,867) (104,858) Loss on sale (3) (39,543) (57,043) — Decrease (increase) in valuation allowance (4) 6,209 (8,241) (1,289) Transfers (5) 3,436 344 251 Write-offs and other (6) (7,728) (9,511) (2,982) Ending balance $ 5,320 $ 571,415 $ 51,926 (1) Includes purchases of $1,622 million and $1,114 million, respectively, participations in loans through the Warehouse SPV for the years ended December 31, 2021 and 2020. (2) We retain servicing arrangements on sold loan receivables with comparable terms and conditions as loans that are not participated by our Bank Partners. Additions also include accrued interest and fees, recoveries of previously charged-off loan receivables held for sale, as well as proceeds from transferring our rights to charged-off receivables attributable to loan receivables held for sale. Income from loan receivables held for sale activities is recorded within interest and other revenue in the Consolidated Statements of Operations. (3) Recorded within cost of revenue in the Consolidated Statements of Operations. (4) Valuation allowance for the year ended December 31, 2021 includes a decrease in lower of cost or fair value adjustments on our Warehouse Loan Participations of $3.2 million, partially offset by lower of cost or fair value adjustments on all other loan receivables held for sale of $301 thousand. Valuation allowance for the year ended December 31, 2020 includes an increase in lower of cost or fair value adjustments on our Warehouse Loan Participations of $6.2 million and an increase in lower of cost or fair value adjustments on all other loan receivables held for sale of $109 thousand. Provision for credit losses decreased $3.3 million, and increased $1.9 million and $1.3 million during the years ended December 31, 2021, 2020 and 2019, respectively. (5) We temporarily hold certain loan receivables, which are originated by a Bank Partner, while non-originating Bank Partner eligibility is being determined. Once we determine that a loan receivable meets the investment requirements of an eligible Bank Partner, we transfer the loan receivable to the Bank Partner at cost plus any accrued interest. The reported amount also includes loan receivables that have been placed on non-accrual and non-payment status while we investigate consumer inquiries. (6) We received recovery payments of $376 thousand, $399 thousand and $50 thousand during the years ended December 31, 2021, 2020 and 2019, respectively. Recoveries of principal and finance charges and fees on previously written off loan receivables held for sale are recognized on a collected basis, and the cash proceeds received are recorded within sales, general and administrative expense in the Consolidated Statements of Operations. The following table presents activities associated with our loan receivable sales and servicing activities during the periods indicated. Year Ended December 31, 2021 2020 2019 Gain (loss) on sold loan receivables $ (39,543) $ (57,043) $ — Cash Flows Sales of loans $ 1,897,890 $ 875,051 $ 91,946 Servicing fees 18,187 5,978 3,901 The following tables present information about loan receivables held for sale that were transferred and qualified for sales treatment under ASC 860, and therefore are no longer recorded in our Consolidated Balance Sheets, but with which we have a continuing involvement through our servicing arrangements. As such, for sold loan receivables held for sale where servicing is the only form of continuing involvement, the Company would only experience a loss if it were required to repurchase a loan participation due to a breach in representations and warranties associated with its loan sale or servicing contracts. December 31, 2021 2020 Total principal balance $ 2,132,603 $ 1,061,634 Delinquent loans (unpaid principal balance) 49,762 29,092 Year Ended December 31, 2021 2020 2019 Net charge-offs (unpaid principal balance) $ 21,441 $ 10,573 $ 16,333 In November 2021, as provided for as a condition to the Merger Agreement, the Company entered into a backstop purchase facility arrangement with Goldman Sachs Bank. This agreement includes (i) a forward flow commitment from Goldman Sachs Bank to purchase up to $800 million in loan participations during the period from the execution of such arrangements through the earlier of the consummation of the Mergers or the termination of the Merger Agreement, and (ii) in the event that the Merger Agreement is terminated in accordance with its terms prior to the consummation of the Mergers, up to $1.0 billion in loan participations during the period from the Merger Agreement termination date through the last day of the ninth full calendar month following such termination date. Pursuant to this arrangement, the Company sold $226.2 million in loan participations in December 2021. As of December 31, 2021, our allowance for losses on accounts receivable was measured under ASC 326. Historically, the majority of our pools of accounts receivable did not have write-offs. For the pool of accounts receivable for which we had historical write-offs, we used an aging method and the average 12-month historical loss rate as a basis for estimating credit losses on the current accounts receivable balance. In the absence of relevant historical loss experience for the other pools of accounts receivables, we also used this average 12-month loss rate to inform our estimate of credit losses on those balances. For each pool of accounts receivable, we considered the conditions at the measurement date and reasonable and supportable forecasts about future conditions to consider if adjustments to the historical loss rate were warranted. Given (i) our methods of collecting funds on merchant and servicing receivables, (ii) we have not observed meaningful changes in our counterparties' abilities to pay, and (iii) we establish an allowance for all delinquent accounts receivable (typically deemed to be 31 days or more past due), providing for a maximum 30-day term of our accounts receivable balances, we determined that our historical loss rates remain most indicative of our lifetime expected losses. Accounts receivable consisted of the following as of the dates indicated. Accounts Allowance Accounts December 31, 2021 Transaction related $ 6,916 $ (150) $ 6,766 Servicing related 12,339 — 12,339 Total $ 19,255 $ (150) $ 19,105 December 31, 2020 Transaction related $ 10,533 $ (313) $ 10,220 Servicing related 11,738 — 11,738 Total $ 22,271 $ (313) $ 21,958 The following table summarizes the activity in the balance of allowance for uncollectible amounts during the period from January 1, 2021 through December 31, 2021. December 31, 2021 Beginning balance $ (313) Provision for expected losses (35) Write-offs 201 Recoveries (3) Ending balance $ (150) |
Property, Equipment and Softwar
Property, Equipment and Software | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property, Equipment and Software | Property, Equipment and Software Property, equipment and software were as follows as of the dates indicated. December 31, 2021 2020 Software $ 39,061 $ 30,641 Furniture 1,428 2,680 Leasehold improvements 3,817 4,399 Computer hardware 2,663 2,690 Total property, equipment and software, at cost 46,969 40,410 Less: accumulated depreciation (5,356) (6,580) Less: accumulated amortization (18,226) (12,378) Total property, equipment and software, net $ 23,387 $ 21,452 The following table shows depreciation and amortization expense that is recorded within sales, general and administrative expense in the Consolidated Statements of Operations. Year Ended December 31, 2021 2020 2019 Depreciation expense $ 1,953 $ 2,629 $ 2,540 Amortization expense 12,092 8,701 4,764 Impairment losses — 188 — The estimated future amortization of software is as follows as of the date indicated. December 31, 2021 2022 $ 11,155 2023 6,996 2024 2,684 Total $ 20,835 |
Borrowings
Borrowings | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Borrowings | Borrowings Credit Agreement In August 2017, we entered into a $450.0 million credit agreement ("Credit Agreement"), which provided for a $350.0 million term loan ("original term loan") maturing on August 25, 2024 and a $100.0 million revolving loan facility maturing on August 25, 2022. 2018 Amended Credit Agreement In March 2018, we amended certain terms of our Credit Agreement ("2018 Amended Credit Agreement"). The 2018 Amended Credit Agreement replaced the original term loan with a $400.0 million term loan (“modified term loan”) and extended the maturity date to March 29, 2025. Revolving loan facility. Under the 2018 Amended Credit Agreement, the maturity date of the $100 million revolving loan facility was extended to March 29, 2023. Further, the interest margin applied to revolving loans that incur interest at a base rate was modified to 2.00% per annum and the margin applied to revolving loans that incur interest at an adjusted LIBOR rate was modified to 3.00% per annum. However, if our first lien net leverage ratio is equal to or above 1.50 to 1.00, these interest margins are raised to 2.25% and 3.25%, respectively. As of December 31, 2021 and December 31, 2020, we had no borrowings under the revolving loan facility. Lastly, the 2018 Amended Credit Agreement provided for a $10.0 million letter of credit, which, to the extent drawn upon, would reduce the amount of availability under the revolving loan facility by the same amount. No amounts were drawn under our available letter of credit as of December 31, 2021. We are subject to a quarterly commitment fee based on the daily unused amount of the revolving loan facility, inclusive of the aggregate amount available to be drawn under letters of credit, of which $10.0 million was available, but unused, as of December 31, 2021. The quarterly commitment fee rate is 0.50% per annum when our first lien net leverage ratio is above 1.50 to 1.0, but is reduced to 0.375% for any quarterly period in which our first lien net leverage ratio is equal to or below 1.50 to 1.0. For the years ended December 31, 2021, 2020 and 2019, we recognized $506 thousand, $482 thousand and $348 thousand, respectively, of commitment fees within interest expense in the Consolidated Statements of Operations. 2020 Amended Credit Agreement In June 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," and the 2018 Amended Credit Agreement and the 2020 Amended Credit Agreement are collectively referred to as the "Amended Credit Agreement." 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 rate, which represents the one-month LIBOR rate 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. An original issuance discount of $3.0 million was reported as a direct deduction from the face amount of the incremental term loan. Fees paid to the lender of $1.5 million were deferred over the remaining life of the term loan on the modification date. Therefore, the initial gross proceeds of the incremental term loan were $70.5 million. The proceeds from the incremental term loan were used to pay third party costs, including legal fees, which were immediately expensed on the modification date. The remaining proceeds were used for general corporate purposes and to enhance the Company's overall liquidity position. Key details of the term loan are as follows: December 31, 2021 2020 Term loan, face value (1) $ 458,875 $ 463,625 Unamortized debt discount (2) (3,918) (5,153) Unamortized debt issuance costs (2) (4,307) (5,666) Term loan $ 450,650 $ 452,806 (1) The principal balance of the term loan is scheduled to be repaid on a quarterly basis at an amortization rate of 0.25% per quarter through December 31, 2024, with the balance due at maturity. For each of the next three years, principal repayments on the term loan are expected to be $4.8 million. (2) For the years ended December 31, 2021 and 2020, debt discount of $1.2 million and $1.0 million, respectively, and debt issuance costs of $1.4 million and $1.2 million, respectively, were amortized into interest expense in the Consolidated Statements of Operations. Giving effect to the amortization of debt discount and debt issuance costs on the term loan, the effective interest rates were 5.58% and 5.66% during the years ended December 31, 2021 and 2020, respectively. Covenants. The Amended Credit Agreement contains certain financial and non-financial covenants with which we must comply. The financial covenant requires a first lien net leverage ratio equal to or below 3.50 to 1.00 for any measurement date at which the principal amounts of outstanding revolving loans and letters of credit exceed 25% of the aggregate principal amount of the revolving loan facility. The non-financial covenants include, among other things, restrictions on indebtedness, liens and fundamental changes to the business (such as acquisitions, mergers, liquidations or changes in the nature of the business, asset dispositions, restricted payments, transactions with affiliates and other customary matters). The Amended Credit Agreement also includes various negative covenants, including one that restricts GS Holdings from making non-tax distributions unless certain financial tests are met. We were in compliance with all such covenants, both financial and non-financial, as of December 31, 2021 and 2020. Any borrowings under the Amended Credit Agreement are unconditionally guaranteed by certain of our subsidiaries. Further, the lenders have a security interest in certain assets of GS Holdings and the other guarantors thereunder. Interest Rate Swap In June 2019, we entered into an interest rate swap agreement to hedge changes in cash flows attributable to interest rate risk on $350.0 million of our variable-rate term loan. This interest rate swap was initially designated for accounting purposes as a cash flow hedge, but that designation was discontinued as of September 14, 2021, and the interest rate swap was settled in December 2021. See Note 8 for additional derivative disclosures. Warehouse Facility In May 2020, the Warehouse SPV entered into a warehouse credit agreement with JPMorgan Chase Bank, N.A. ("JPMorgan"), as administrative agent, and the lenders party thereto from time to time ("Warehouse Facility Lenders") to establish an asset-backed revolving credit facility to finance purchases by the Warehouse SPV of participation interests in loans originated through the GreenSky program (the "Warehouse Facility"). The Warehouse Facility initially provided a revolving committed financing of $300.0 million, with an additional $200.0 million uncommitted accordion that was subsequently accessed in July 2020. The revolving funding period is one year and the initial maturity date was May 10, 2022. The interest rate on the Class A loans under the Warehouse Facility is a fixed spread over the applicable commercial paper conduit funding rate (or, if the Warehouse Facility Lenders do not fund their advances under the Warehouse Facility through commercial paper markets, 3-month LIBOR plus 0.50%). The Warehouse SPV paid various other legal and banking fees associated with obtaining the financing in conjunction with the closing of the Warehouse Facility in May 2020, including upfront fees of approximately $0.5 million which are deferred over the life of the Warehouse Facility. Amended Warehouse Facility In December 2020, the Warehouse Facility was amended (the "Amended Warehouse Facility") to increase the amount of the Warehouse Facility’s revolving commitment from $300 million to $555.0 million, including $500.0 million under the Class A commitment and $55.0 million under the Class B commitment. The Amended Warehouse Facility established terms for the Class B commitment (including the advance rate for the Class B loans and an interest rate on the Class B loans under the Warehouse Facility equal to a fixed spread over 1-month LIBOR), and extended the commitment termination date to December 17, 2021 and the maturity date to December 17, 2023. The commitment termination was subsequently extended to March 31, 2022 and the maturity date was contemporaneously amended to March 31, 2023. The Amended Warehouse Facility also established the fee for unused Class B commitments. The Warehouse SPV paid various other legal and banking fees in December 2020 associated with the Amended Warehouse Facility, including upfront fees, of approximately $1.6 million which were deferred over the remaining life of the Amended Warehouse Facility. The Warehouse Facility and the Amended Warehouse Facility are collectively referred to as the "Warehouse Facility." As of December 31, 2021, there was no outstanding loan balance on the Warehouse Facility. The Warehouse Facility is secured by the loan participations held by the Warehouse SPV, and Warehouse Facility Lenders do not have direct recourse to the Company for any loans made under the Warehouse Facility. During the years ended December 31, 2021 and 2020, we amortized $785 thousand and $358 thousand, respectively, of these fees into cost of revenue in the Consolidated Statements of Operations. The Company is subject to a fee based on a percentage of the total financing commitment that remains unused. For the year ended December 31, 2021, we recognized $1.9 million of unused commitment fees within cost of revenue in the Consolidated Statements of Operations. Unused commitment fees during the year ended December 31, 2020 were immaterial. The Warehouse SPV's ability to utilize the Warehouse Facility is subject to the Warehouse SPV's compliance with various covenants and other requirements of the warehouse credit agreement. In 2021, the Warehouse SPV entered into a $555.0 million notional amortizing interest rate cap agreement to meet covenant provisions per the Amended Warehouse Facility. The failure to comply with such requirements may result in events of default, the accelerated repayment of amounts owed under the Warehouse Facility (often referred to as an early amortization event), a decrease in the borrowing base advance rate, an increase in the interest payable on the loans and/or the termination of the Warehouse Facility. As of December 31, 2021, the Warehouse SPV was in compliance with these covenants. |
Derivative Instruments
Derivative Instruments | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | Derivative Instruments The Company does not hold or use derivative instruments for trading purposes. Derivative Instruments Designated as Hedges Interest rate fluctuations expose our variable-rate term loan to changes in interest expense and cash flows. As part of our risk management strategy, we may use interest rate derivatives, such as interest rate swaps, to manage our exposure to interest rate movements. In June 2019, we entered into a $350.0 million notional, four-year interest rate swap agreement to hedge changes in cash flows attributable to interest rate risk on $350.0 million of our variable-rate term loan, which matures on March 29, 2025. This agreement involved the receipt of variable-rate amounts in exchange for fixed interest rate payments at 1.80% over the life of the agreement, which terminates on June 30, 2023, without an exchange of the underlying notional amount. This interest rate swap was designated for accounting purposes as a cash flow hedge. As such, changes in the interest rate swap’s fair value were deferred in accumulated other comprehensive income (loss) in the Consolidated Balance Sheets and subsequently reclassified into interest expense in each period that a hedged interest payment was made on our variable-rate term loan. As a result of entering into the Merger Agreement described in Note 1 on September 14, 2021, the Company determined that it no longer met the criteria for cash flow hedge designation. Because hedge accounting is discontinued on a prospective basis, changes in the interest rate swap's fair value subsequent to that date were recognized in earnings. Amounts previously reported in accumulated other comprehensive income (loss) were reclassified to earnings as the previously hedged interest payments were made. In December 2021, the remaining balance in accumulated other comprehensive income (loss) was reclassified to earnings as the Company determined that the forecasted transactions were probable of not occurring. The Company settled the interest rate swap in December 2021. Derivative Instruments Not Designated as Hedges The FCR component of our Bank Partner contracts qualifies as an embedded derivative. The FCR liability is not designated as a hedge for accounting purposes and, as such, changes in its fair value are recorded within cost of revenue in the Consolidated Statements of Operations. See Note 3 for additional information on finance charge reversals. As part of the Facility Bank Partner Agreements, the Company has certain sales facilitation obligations that qualify as embedded derivatives and are not designated as hedges for accounting purposes. As such, changes in their fair value are recorded within cost of revenue in the Consolidated Statements of Operations. See Note 3 for additional information on sales facilitation obligations. The contingent consideration receivables resulting from certain sales of loan participations to institutional investors, financial institutions and other funding sources serve as a host contract containing an embedded derivative. In accordance with ASC 825, the Company irrevocably elected to initially and subsequently measure the contingent consideration receivables as a whole, inclusive of the embedded derivative, at fair value. The fair value of the contingent consideration receivables will vary depending on the amount of cash the Company expects to ultimately receive, but can never be less than $0 and at no point will the Company be required to make a payment to settle this derivative. Changes in the fair value of the contingent consideration receivables are recorded within cost of revenue in the Consolidated Statements of Operations. See Note 3 for additional information on contingent consideration receivables. In January 2021, as required under the Warehouse Facility, the Warehouse SPV entered into a $555.0 million notional amortizing interest rate cap agreement to protect against changes in cash flows attributable to interest rate risk on the variable-rate Warehouse Facility to the extent three-month LIBOR exceeds 2.5%. The interest rate cap has a maturity date of December 18, 2023. The interest rate cap is not designated as a hedge for accounting purposes and, as such, changes in its fair value are recorded within cost of revenue in the Consolidated Statements of Operations. See Note 3 for additional information on the interest rate cap. On September 14, 2021, as a result of the entering into of the Merger Agreement described in Note 1, the Company determined that it no longer met the criteria for cash flow hedge designation for an interest rate swap agreement. As such, as of September 30, 2021, this interest rate swap agreement was no longer designated as a hedge. The interest rate swap was settled in December 2021. Please see "Derivative Instruments Designated as Hedges" in this Note 8 for additional information related to the terms of this interest rate swap agreement. Derivative Instruments on our Consolidated Financial Statements The following table presents the fair values and Consolidated Balance Sheets locations of our derivative instruments as of the dates indicated. December 31, Balance Sheet Location 2021 2020 Designated as cash flow hedges Interest rate swap Other liabilities $ — $ 14,182 Not designated as hedges FCR liability Finance charge reversal liability $ 143,529 $ 185,134 Sales facilitation obligations Other liabilities 13,258 10,655 Contingent consideration receivables Other assets 14,617 — Interest rate cap Other assets 493 — The following table presents the impacts of our derivative instruments on our Consolidated Statements of Operations for the periods indicated. Year Ended December 31, 2021 2020 2019 Not designated as hedges FCR liability – change in fair value recorded in cost of revenue $ 72,443 $ 147,018 $ 170,368 Sales facilitation obligations - change in fair value recorded in cost of revenue 2,603 10,655 — Contingent consideration receivables - change in fair value recorded in cost of revenue 14,617 — — Interest rate swap - gain (loss) reclassified into interest expense $ (12,302) $ (4,057) $ 441 Interest rate swap - change in fair value recorded in other gains (losses) 1,902 — — Interest rate swap - loss reclassified into other gains (losses) as the forecasted transaction is probable of not occurring (8,683) — — Interest rate swap - gain (loss) reclassified into income tax expense 1,386 385 (38) Interest rate cap - change in fair value recorded in cost of revenue 493 — — Our derivative instrument activities are included within operating cash flows in our Consolidated Statements of Cash Flows. Accumulated Other Comprehensive Income (Loss) The following table summarizes the changes in the components of accumulated other comprehensive income (loss) associated with our cash flow hedge, which exclude amounts pertaining to noncontrolling interests, for the years presented. December 31, Cash Flow Hedge 2021 2020 Accumulated other comprehensive income (loss), beginning balance $ (4,340) $ (756) Other comprehensive income (loss) before reclassifications and tax 59 (6,324) Tax (expense) benefit (11) 1,540 Other comprehensive income (loss) before reclassifications, net of tax 48 (4,784) Reclassifications out of accumulated other comprehensive income (loss), net of tax (1) 4,292 1,200 Net (increase) decrease in other comprehensive loss 4,340 (3,584) Accumulated other comprehensive income (loss), ending balance $ — $ (4,340) (1) Net of tax benefit (expense) of $1,386 thousand and $385 thousand during the years ended December 31, 2021 and 2020, respectively. |
Other Assets and Liabilities
Other Assets and Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Other Liabilities Disclosure [Abstract] | |
Other Assets and Liabilities | Other Assets and Liabilities The following table details the components of other assets in the Consolidated Balance Sheets as of the dates indicated. December 31, 2021 2020 Servicing assets (1) $ 54,869 $ 30,804 Right-of-use assets (2) 11,792 8,265 Prepaid expenses (3) 8,078 8,860 Related party receivables 50 88 Contingent consideration receivables 14,617 — Other receivables and assets (4) 10,716 4,626 Other assets $ 100,122 $ 52,643 (1) We elected the fair value method to account for our servicing assets. Refer to Note 3 for additional information. (2) Right-of-use ("ROU") assets represent our right to use an underlying asset for the lease term. Refer to Note 14 for additional information. (3) Includes $1.0 million and $1.2 million of implementation costs related to a new cloud computing arrangement which is categorized as a hosting arrangement that is a service contract under ASU 2018-15 as of December 31, 2021 and 2020, respectively. Amortization for the year ended December 31, 2021 is $201 thousand and accumulated amortization as of December 31, 2021 is $209 thousand. (4) Includes $6.1 million of merchant and sponsor incentive assets that are attributed as a contra-revenue adjustment to transaction revenue as the promised goods or services are transferred to the customers over the contract terms. Amortization for the year ended December 31, 2021 was $561 thousand. The following table details the components of other liabilities in the Consolidated Balance Sheets as of the dates indicated. December 31, 2021 2020 Transaction processing liabilities $ 34,065 $ 30,169 Servicing liabilities (1) 12,276 1,984 Distributions payable 1,570 3,136 Interest rate swap (2) — 14,182 Tax related liabilities (3) 538 691 Operating lease liabilities 13,409 10,107 Accruals and other liabilities 8,132 10,245 Sales facilitation obligations (4) 13,258 10,655 Other liabilities $ 83,248 $ 81,169 (1) We elected the fair value method to account for our servicing liabilities. Refer to Note 3 for additional information. (2) Refer to Note 3 and Note 8 for additional information on our interest rate swap. (3) Tax related liabilities primarily include certain taxes payable related to the Reorganization Transactions. (4) Changes in the fair value of the embedded derivative for loan participation commitments are recognized as a mark-to-market in cost of revenue for the period. |
Noncontrolling Interests
Noncontrolling Interests | 12 Months Ended |
Dec. 31, 2021 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interests | Noncontrolling InterestsGreenSky, Inc. is the sole managing member of GS Holdings and consolidates the financial results of GS Holdings. Therefore, the Company reports a noncontrolling interest based on the common units of GS Holdings held by the Continuing LLC Members. Changes in GreenSky, Inc.’s ownership interest in GS Holdings, while GreenSky, Inc. retains its controlling interest in GS Holdings, are accounted for as equity transactions. As such, future redemptions or direct exchanges of Holdco Units by the Continuing LLC Members (with automatic cancellation of an equal number of shares of Class B common stock) for shares of our Class A common stock on a one-for-one basis will result in a change in ownership and reduce or increase the amount recorded as noncontrolling interest and increase or decrease additional paid-in capital. The Company consolidates the financial results of GS Holdings and reports a noncontrolling interest in its Consolidated Financial Statements representing the GS Holdings interests held by Continuing LLC Members. The weighted average ownership percentages for the applicable reporting periods are used to attribute net income (loss) and other comprehensive income (loss) to the Company and the noncontrolling interests. During the years ended December 31, 2021 and 2020, GreenSky, Inc. had a weighted average ownership interest in GS Holdings of 43.1% and 38.3%, respectively. During the year ended December 31, 2021, an aggregate of 37 million Holdco Units were exchanged by the Continuing LLC Members (with automatic cancellation of Class B common stock) for 37 million newly-issued shares of Class A common stock and 2.3 million shares of Class A restricted stock were issued, which increased our total ownership interest in GS Holdings to 62%. During the year ended December 31, 2020, an aggregate of 7 million Holdco Units were exchanged by the Continuing LLC Members (with automatic cancellation of Class B common stock) for 7 million newly-issued shares of Class A common stock and 3.5 million shares of Class A restricted stock were issued, which increased our total ownership interest in GS holdings to 42.0%. |
Stockholders Equity (Deficit)
Stockholders Equity (Deficit) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Stockholders Equity (Deficit) | Stockholders Equity (Deficit)Historical information prior to the Reorganization Transactions has been restated below to account for a 10 to 1 stock split that occurred immediately prior to the IPO in connection with the Reorganization Transactions. Treasury Stock During 2018, our Board of Directors authorized the repurchase of up to $150 million of the Company's Class A common stock. Under the repurchase program, repurchases were made at management's discretion from time to time on the open market or through privately negotiated transactions. The repurchased shares are held in a treasury account using the cost method. The repurchase program was terminated in 2019. Our treasury account also includes Class A common stock related to restricted stock awards that were forfeited by the award recipient. The Company does not pay any consideration to reacquire these shares. See Note 12 for further discussion of our restricted stock awards. As of December 31, 2021, there were 15,747,203 shares of Class A common stock held in treasury, including: (i) purchases of 13,425,688 shares of Class A common stock at a cost of $146.1 million, (ii) 1,611,348 shares associated with forfeited restricted stock awards, and (iii) 710,167 shares associated with tax withholdings upon vesting of restricted stock awards. Upon reissuance of any treasury shares, the Company uses a first-in, first-out approach. There were no reissuances of treasury shares during the years ended December 31, 2021, 2020 and 2019. Warrants As part of the Reorganization Transactions, outstanding warrants to acquire Class A units of GS Holdings were equitably adjusted pursuant to their terms so that they are exercisable for Holdco Units (and an equal number of shares of Class B common stock). Refer to Note 1 for a discussion of the Reorganization Transactions. Distributions The following table summarizes activity associated with our non-tax distributions and payments, as well as our tax distributions during the periods indicated. Year Ended December 31, Remaining Reserved Payment (1) (in thousands) 2021 2020 2019 Non-tax distributions previously declared and paid upon vesting Credit Agreement Distributions (2) Distributions $ 1,059 $ 1,927 $ 2,787 $ 1,005 Related party payments — — 570 — Special Operating Distributions Distributions 507 914 1,304 565 Related party payments — — 258 — Tax distributions 15,180 48,200 18,549 N/A Total $ 16,746 $ 51,041 $ 23,468 $ 1,570 (1) As of December 31, 2021, all remaining portions of the non-tax distributions were recorded within other liabilities in the Consolidated Balance Sheets. |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Share-Based Compensation | Share-Based Compensation We maintain the 2018 Omnibus Incentive Compensation Plan (the "2018 Plan"), which was adopted in April 2018. The Company reserved a total of 24 million shares of Class A common stock for issuance pursuant to the 2018 Plan. As of December 31, 2021, 14.5 million shares of the Company's common stock remained available for future issuance under the 2018 Plan. The Company has the following types of share-based compensation awards outstanding as of December 31, 2021: Class A common stock options, unvested Holdco Units and unvested Class A common stock awards. The following table summarizes share-based compensation expense we recorded within compensation and benefits expense and cost of revenue in the Consolidated Statements of Operations. Year Ended December 31, 2021 2020 2019 Included within Compensation and benefits $ 14,133 $ 13,573 $ 12,882 Cost of revenue 1,527 1,334 872 Class A Common Stock Options Class A common stock options ("Options") granted by the Company are time-vested awards that vest ratably over a period of four Option activity was as follows during the periods indicated: Year Ended December 31, 2021 2020 2019 Number of Weighted Number of Number of Outstanding at beginning of period 3,862,926 $ 9.70 4,181,909 8,053,292 Granted (1) — — 1,134,644 1,610,407 Exercised (2)(3) (375,903) 5.82 (539,880) (5,192,471) Forfeited (497,198) 9.24 (725,043) (258,819) Expired (4) (386,787) 10.30 (188,704) (30,500) Outstanding at end of period (5) 2,603,038 $ 10.01 3,862,926 4,181,909 Exercisable at end of period (5)(6) 1,306,879 $ 10.98 1,362,613 1,262,998 (1) No options were granted during the year ended December 31, 2021. Weighted average grant date fair value of Options granted during the years ended December 31, 2020 and 2019 was $1.73 and $3.38, respectively. (2) The total intrinsic value of Options exercised, which is defined as the amount by which the market value of the stock on the date of exercise exceeds the exercise price, during the years ended December 31, 2021, 2020 and 2019 was $0.8 million, $1.4 million and $27.7 million, respectively. (3) Employees paid $917 thousand to the Company during the year ended December 31, 2021 to exercise Options, which resulted in the issuance of 165,227 shares of Class A common stock. In addition, during this period, Options exercisable for 124,500 shares of Class A common stock were exercised by means of a cashless net exercise procedure, which resulted in the issuance of 15,907 shares of Class A common stock and for which the Company paid withholding taxes of $51 thousand. Options exercisable for 86,176 shares of Class A common stock were exercised by means of a cashless net exercise procedure by non-employee directors, which resulted in the issuance of 21,750 shares of Class A common stock. Non-employee directors paid $470 thousand to the Company during the year ended December 31, 2020 to exercise Options, which resulted in the issuance of 434,880 shares of Class A common stock. In addition, during this period, Options exercisable for 105,000 shares of Class A common stock were exercised by means of a cashless net exercise procedure, which resulted in the issuance of 15,051 shares of Class A common stock and for which the Company paid withholding taxes of $73 thousand. No amounts were paid by employees to the Company to exercise Options for the year ended December 31, 2020. Employees paid $307 thousand to the Company during the year ended December 31, 2019 to exercise Options, which resulted in the issuance of 37,497 shares of Class A common stock. In addition, during this period, Options exercisable for 5,154,964 shares of Class A common stock were exercised by means of a cashless net exercise procedure, which resulted in the issuance of 2,236,095 shares of Class A common stock and for which the Company paid withholding taxes of $12.4 million during the year ended December 31, 2019. (4) Expired Options represent vested, underwater Options that were not exercised by terminated employees as stipulated in the Option award agreements, generally within 30 days from the employment termination date. (5) The aggregate intrinsic value and weighted average remaining contractual terms of Options outstanding and Options exercisable were as follows as of the date indicated: December 31, 2021 Aggregate intrinsic value (in thousands) Options outstanding $ 7.4 Options exercisable $ 2.7 Weighted average remaining term (in years) Options outstanding 7.0 Options exercisable 6.4 (6) The total fair value, based on grant date fair value, of Options that vested during the years ended December 31, 2021, 2020 and 2019 was $2.3 million, $2.8 million and $2.6 million, respectively. Compensation expense related to Options is measured based on their grant date fair values. We use a Black-Scholes options pricing model to determine the grant date fair value of Options. The following inputs and assumptions were used to value the Options as of the grant dates for the years indicated. There were no Options granted in 2021. Year Ended December 31, 2020 2019 Risk-free interest rate 0.46 – 0.48% 1.50 – 2.50% Expected volatility (1) 48.28 – 48.50% 22.45 – 24.40% Expected dividend yield (2) —% —% Expected term (in months) (3) 75 75 Fair value of Options $1.72 – $1.90 $1.77 – $3.78 (1) Beginning in 2020, we estimated volatility based on historical volatility rates of GreenSky and a peer group of public payment processing companies over a period that approximates the expected term. Prior to 2020, we estimated volatility based on historical volatility rates of a peer group of public companies over a period that approximates the expected term. (2) We assumed a dividend yield of zero as we have no plans to declare dividends for the foreseeable future. (3) We determined the expected term as the midpoint between the scheduled vesting and expiration dates of the awards. We used the simplified method primarily due to having insufficient historical Option exercise experience upon which to reasonably estimate an expected term. At December 31, 2021, unrecognized compensation costs related to unvested Options totaled $2.6 million, which will be recognized over a weighted average remaining requisite service period of 1.7 years. Unvested Holdco Units As part of the Reorganization Transactions and IPO, certain profits interests in GS Holdings were converted to vested and unvested Holdco Units based on the prevailing profits interests thresholds and the IPO price. The converted Holdco Units remain subject to the same service vesting requirements as the original profits interests, which vest ratably over a period of five years of continued employee service. Unvested Holdco Units are not subject to post-vesting restrictions. Unvested Holdco Units activity was as follows during the years indicated: Year Ended December 31, 2021 2020 2019 Number of Holdco Units Weighted Average Grant Date Fair Value Number of Holdco Units Number of Holdco Units Unvested at beginning of period 489,486 $ 23.00 1,112,607 2,514,856 Forfeited — N/A (47,783) (301,735) Vested (1) (259,246) 23.00 (575,338) (1,100,514) Unvested at end of period 230,240 $ 23.00 489,486 1,112,607 (1) The total fair value, based on grant date fair value, of previously unvested Holdco Units that vested during the years ended December 31, 2021, 2020 and 2019 was $6.0 million, $13.2 million and $25.3 million, respectively. During the years ended December 31, 2021, 2020 and 2019, 618,697 and 185,227 and 655,334, respectively, vested Holdco Units were exchanged (with automatic cancellation of an equal number of shares of Class B common stock) for shares of our Class A common stock on a one-for-one basis. At December 31, 2021, 3,335,676 vested Holdco Units were eligible for exchange for shares of our Class A common stock. At December 31, 2021, unrecognized compensation costs related to unvested Holdco Unit awards totaled $1.5 million, which will be recognized over a weighted average remaining requisite service period of 1.1 years. Restricted Stock Awards As part of the Reorganization Transactions and IPO, certain outstanding profits interests in GS Holdings were converted into vested and unvested Class A common stock awards based on the prevailing profits interests thresholds and the IPO price. The converted unvested Class A common stock awards remain subject to the same service vesting requirements as the original profits interests and are not subject to post-vesting restrictions. Subsequent to the Reorganization Transactions and IPO, we granted restricted stock awards in the form of unvested Class A common stock to certain employees that vest ratably over three Unvested Class A common stock activity was as follows during the years indicated: Year Ended Year Ended Year Ended December 31, 2019 Class A common stock Weighted Average Grant Date Fair Value Class A common stock Class A common stock Unvested at beginning of period 4,956,922 $ 6.53 2,999,343 454,561 Granted (1) 2,263,300 6.74 3,473,245 2,887,905 Forfeited (2) (691,370) 6.48 (697,383) (210,845) Vested (3) (1,647,530) 6.71 (818,283) (132,278) Unvested at end of period 4,881,322 $ 6.57 4,956,922 2,999,343 (1) Weighted average grant date fair value of restricted stock awards granted during the year ended December 31, 2021, 2020 and 2019 was $6.74, $3.96 and $10.90, respectively. (2) Forfeited shares of unvested Class A common stock associated with restricted stock awards are held in our treasury stock account. Refer to Note 11 for additional information on our treasury stock. (3) The total fair value, based on grant date fair value, of previously unvested Class A common stock that vested during the years ended December 31, 2021, 2020 and 2019 was $11.1 million, $9.7 million and $2.6 million, respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes GreenSky, Inc. is taxed as a corporation and pays corporate federal, state and local taxes on income allocated to it from GS Holdings based upon GreenSky, Inc.’s economic interest held in GS Holdings. GS Holdings is treated as a pass-through partnership for income tax reporting purposes and not subject to federal income tax. Accordingly, the Company is not liable for income taxes on the portion of GS Holdings' earnings not allocated to it. The Company's income before income tax expense of $131.7 million, $30.3 million and $88.8 million during the years ended December 31, 2021, 2020 and 2019, respectively, consisted entirely of income earned in the United States. Components of income tax expense consisted of the following for the years indicated: Year Ended December 31, 2021 2020 2019 Current income tax expense (benefit): Federal $ 5 $ 3 $ 5 State 7 9 10 Deferred income tax expense (benefit): Federal 12,030 2,963 4,206 State 1,838 (1,378) (11,346) Income tax expense (benefit) $ 13,880 $ 1,597 $ (7,125) A reconciliation of the United States statutory income tax rate to the Company's effective income tax rate is as follows for the years indicated: Year Ended December 31, 2021 2020 2019 Statutory federal tax rate 21.0 % 21.0 % 21.0 % Income attributable to noncontrolling interests and nontaxable income (12.1) (13.0) (15.2) State income taxes, net of federal benefit 1.4 1.1 0.6 State rate change impact on deferred taxes — (5.7) (13.0) Remeasurement of liability under tax receivable agreement — 1.1 2.3 Excess tax benefits related to share-based compensation — 0.9 (3.3) Other 0.2 (0.1) (0.4) Effective income tax rate 10.5 % 5.3 % (8.0) % The Company’s effective tax rate was 10.5% in 2021, in comparison to the U.S. federal statutory tax rate of 21.0%. The effective tax rate for the year ended December 31, 2021 includes an adjustment for the portion of GS Holdings’ earnings that are attributable to the non-controlling interests, as well as immaterial tax effects of other items required to be recorded discretely in the interim periods in which they occur. The effective tax rate is dependent on many factors, including the estimated amount of income subject to income tax; therefore, the effective tax rate can vary from period to period. Deferred tax assets, net of $488.4 million and $388.0 million as of December 31, 2021 and December 31, 2020, respectively, relate primarily to the basis difference in our investment in GS Holdings. This basis difference arose primarily as a result of the Reorganization Transactions, the IPO and subsequent exchanges of Class B common stock for Class A common stock. As of December 31, 2021, we concluded based on the weight of all available positive and negative evidence that all of our deferred tax assets are more likely than not to be realized. As such, no additional valuation allowance was recognized. Details of the Company’s deferred tax assets and liabilities are as follows as of the dates indicated: December 31, 2021 2020 Deferred tax assets: Investment in partnership $ 454,133 $ 366,889 Net operating loss carryforwards and tax credits 33,038 19,622 Other 1,216 1,440 Total 488,387 387,951 Valuation allowance — — Total deferred tax assets 488,387 387,951 Total deferred tax liabilities — — Deferred tax assets, net $ 488,387 $ 387,951 As of December 31, 2021, the Company had federal and state (net of federal benefit) net operating loss carryforwards (“NOLs”) of $31.6 million, of which approximately $27.9 million have an indefinite life. NOLs of $3.7 million will begin to expire in 2030. As of December 31, 2021, the Company had federal and state tax credit carryforwards, inclusive of uncertain tax positions, of $677 thousand and $762 thousand, respectively, which will begin to expire in 2028 and 2038, respectively. The Company believes as of December 31, 2021, it is more likely than not that the results of future operations will generate sufficient taxable income to realize the NOLs and tax credits and, as such, no valuation allowance was recorded. A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows for the years indicated. Year Ended December 31, 2021 2020 Beginning balance $ 98 $ 54 Increase related to current year tax positions 39 44 Decrease related to current year tax positions — — Ending balance $ 137 $ 98 As of December 31, 2021 and 2020, the total liability related to uncertain tax positions was $137 thousand and $98 thousand, respectively. If recognized, $137 thousand of the amount of unrecognized tax benefits would impact our effective tax rate. The Company recognizes interest and penalties, if applicable, related to uncertain tax positions as a component of income tax expense. Accrued interest and penalties were immaterial as of December 31, 2021 and 2020, and therefore did not impact the effective income tax rate. The Company files income tax returns as required by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company may be subject to examination by federal and certain state and local tax authorities. As of December 31, 2021, the Company’s federal income tax returns for the years 2018 through 2020 and state and local tax returns for the years 2017 through 2020 remain open and are subject to examination. Tax Receivable Agreement Pursuant to our election under Section 754 of the Internal Revenue Code (the "Code"), we expect to obtain an increase in our share of the tax basis in the net assets of GS Holdings when Holdco Units are redeemed or exchanged by the Continuing LLC Members of GS Holdings. We intend to treat any redemptions and exchanges of Holdco Units as direct purchases of Holdco Units for United States federal income tax purposes. These increases in tax basis may reduce the amounts that we would otherwise pay in the future to various tax authorities. They may also decrease gains (or increase losses) on future dispositions of certain capital assets to the extent tax basis is allocated to those capital assets. On May 23, 2018, we entered into a tax receivable agreement ("TRA") that provides for the payment by us of 85% of the amount of any tax benefits that we actually realize, or in some cases are deemed to realize, as a result of (i) increases in our share of the tax basis in the net assets of GS Holdings resulting from any redemptions or exchanges of Holdco Units and from our acquisition of the equity of certain of the Former Corporate Investors, (ii) tax basis increases attributable to payments made under the TRA, and (iii) deductions attributable to imputed interest pursuant to the TRA (the "TRA Payments"). During 2021 the TRA was amended to provide that, upon the consummation of a qualifying change in control, no early termination payment or tax benefit payment would be required to be made. During the years ended December 31, 2021 and 2020, we made payments, inclusive of interest, of $4.1 million and $12.8 million, respectively, to members of GS Holdings pursuant to the TRA. Pending the closing of the merger, no additional payments will be made pursuant to the TRA. As a result of the Reorganization Transactions, the IPO and subsequent exchanges of Class B common stock for Class A common stock, during the years ended December 31, 2021 and 2020, the Company recognized deferred tax assets in the amount of $113.8 million and $11.9 million, respectively, and corresponding tax receivable agreement liabilities of $96.8 million and $10.1 million, respectively, representing approximately 85% of the tax benefits due to beneficiaries of the TRA. The offset to the initial entries recorded in connection with exchanges in each year was to additional paid-in capital in the Consolidated Statements of Equity (Deficit). During the year ended December 31, 2021, there was no change in deferred tax assets due to state tax law changes, and there was no filing in certain states for the first time, thus no corresponding change in tax benefit. During the year ended December 31, 2020, there was a $1.6 million increase in deferred tax assets due to various state tax law changes and filing in certain states for the first time, with a corresponding $1.6 million tax benefit. Because there were no state tax rate changes in 2021, there was not a corresponding impact to the TRA liability or adjustment to other gains (losses). In the year ended 2020, the TRA liability increased $1.4 million, with a corresponding adjustment to other gains (losses), net in the Consolidated Statements of Operations. As a condition to the Merger Agreement, the Company and certain beneficiaries party to the TRA were required to enter into an amendment to the TRA (the “TRA Amendment”), which TRA Amendment provided that no payments under the TRA will be made following or as a result of the consummation of the Mergers. |
Commitments, Contingencies and
Commitments, Contingencies and Guarantees | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments, Contingencies and Guarantees | Commitments, Contingencies and Guarantees Commitments Leases In accordance with ASC 842, Leases , we determine if an arrangement is or contains a lease at inception of the contract. A contract is or contains a lease if the contract conveys the right to control the use of identified property, plant or equipment for a period of time in exchange for consideration. We primarily lease our premises under multi-year, non-cancelable operating leases. Operating leases are included in other assets other liabilities ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at lease commencement date based on the present value of lease payments over the lease term. As our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at lease commencement date in determining the present value of lease payments. The operating lease ROU assets are increased by any prepaid lease payments and are reduced by any unamortized lease incentives. While our lease terms may include options to extend or terminate the leases, it is not reasonably certain that we will exercise such options. Base rent is typically subject to rent escalations on each annual anniversary from the lease commencement dates. Lease expense for lease payments, including any step rent provisions specified in the lease agreements, is recognized on a straight-line basis over the lease term and is included within property, office and technology and related party expenses in the Consolidated Statements of Operations. Operating lease cost associated with our ROU assets and lease liabilities was $4.9 million, $4.2 million, and $3.8 million for the years ended December 31, 2021, 2020 and 2019, respectively. See Note 15 for additional information regarding office space leased from a related party. On June 23, 2021 GreenSky exercised an early termination option for one of its leases effective December 31, 2021. Accordingly, GreenSky remained in the leased space through December 31, 2021 and has paid a termination penalty of $1.2 million. The remeasurement of the lease liability resulted in a reduction of $1.0 million and a corresponding adjustment to the right of use asset. On June 30, 2021 GreenSky amended the lease term for one of its leases through November 30, 2029 and extended a portion of one of its leases through November 30, 2027. The remeasurement of the lease liability resulted in the increase of the combined, underlying right of use asset by $8.9 million and the lease liability by $10.9 million, net of an estimated lease incentive receivable of $2.0 million. Our operating leases have terms expiring from 2021 through 2029, exclusive of renewal option periods. Our leases contain renewal option periods of five years from the expiration dates. In our normal course of business, we expect our leases to be renewed, amended or replaced by other leases. As of December 31, 2021, we did not have any operating leases that had not yet commenced. Supplemental cash flow and noncash information related to our operating leases were as follows for the years indicated. Year Ended December 31, 2021 2020 Cash paid for amounts included in the measurement of operating lease liabilities Operating cash flows from operating leases $ 4,159 $ 4,765 Noncash operating lease ROU assets obtained in exchange for operating lease liabilities Resulting from new or modified leases 7,888 9 Supplemental balance sheet information related to our operating leases was as follows as of the dates indicated. December 31, 2021 2020 Operating lease ROU assets $ 11,792 $ 8,265 Operating lease liabilities 13,409 10,107 Weighted average remaining lease term (in years) 6.4 2.4 Weighted average discount rate 5.6 % 5.8 % The following table provides a reconciliation of the total undiscounted cash flows related to our future lease obligations recorded in other liabilities in the Consolidated Balance Sheets in accordance with ASC 842: December 31, 2021 2022 $ 3,813 2023 2,661 2024 2,009 2025 2,065 2026 2,123 Thereafter 5,883 Total lease payments $ 18,554 Less: imputed interest (5,145) Operating lease liabilities $ 13,409 Covenants Our transaction processor and some Bank Partners impose financial covenants upon our wholly owned subsidiary, GSLLC. As of December 31, 2021 and 2020, GSLLC was in compliance with the financial covenant provisions in these agreements. In addition, the agreements entered into as part of our loan participation sales with institutional investors and financial institutions impose financial covenants upon the Company. As of December 31, 2021, the Company was in compliance with the financial covenant provisions in these agreements. See Note 7 for discussion of financial and non-financial covenants associated with our borrowings. Other Commitments As of December 31, 2021 and 2020, the outstanding open and unused line of credit on approved loan receivables held for sale was $2.7 million and $99.9 million, respectively. We did not record a provision for these unfunded commitments, but we believe we have adequate cash on hand to fund these commitments. For certain Bank Partners, we maintain a restricted cash balance based on a contractual percentage of the total interest billed on outstanding deferred interest loans that are within their respective promotional periods less previous FCR on such outstanding loans. As of December 31, 2021 and 2020, restricted cash in the Consolidated Balance Sheets includes $53.3 million and $84.6 million, respectively, associated with these arrangements. Contingencies In limited instances, the Company may be subject to operating losses if we make certain errors in managing credit programs and we determine that a customer is not liable for a loan originated by a Bank Partner. We evaluated this contingency in accordance with ASC 450, Contingencies , and determined that it is reasonably possible that losses could result from errors in underwriting. However, in management’s opinion, it is not possible to estimate the likelihood or range of reasonably possible future losses related to errors in underwriting based on currently available information. Therefore, we have not established a liability for this loss contingency. Further, from time to time, we place Bank Partner loans on non-accrual and non-payment status (“Pended Status”) while we investigate consumer loan balance inquiries, which may arise from disputed charges related to work performed by third-party merchants. As of December 31, 2021, Bank Partner loan balances in Pended Status were $11.7 million. While it is management’s expectation that the majority of these loan balance inquiries will be resolved without incident, in certain instances we may determine that it is appropriate for the Company to permanently reverse the loan balance, assume the economic responsibility and record a liability for these instances. As of December 31, 2021, our liability for potential Pended Status future losses was $1.6 million. In addition, from time to time, we enter into indemnification agreements with business partners and other third parties in the ordinary course of business in connection with which we typically agree to indemnify and defend the indemnified parties against certain claims and related losses that they may suffer or incur as a result of our activities. The duration of these indemnification agreements is generally perpetual, and our maximum exposure with respect to such arrangements is not reasonably determinable. Historically, we have not incurred material costs related to these indemnity obligations, and we maintain insurance to offset certain of these potential costs. We also have entered into indemnification agreements with each of our directors and with certain of our officers, which require us to indemnify such individuals, to the fullest extent permitted by Delaware law, against certain liabilities to which they may become subject by reason of their service to us and to advance certain expenses on their behalf. Legal Proceedings IPO Litigation. The Company, together with certain of its officers and directors and one of its former directors and certain underwriters of the Company’s IPO were named in a putative class action in the United States District Court for the Southern District of New York (the "District Court") (In Re: GreenSky, Inc. Securities Litigation (Consolidated Action), Case No. 1:2018-cv-11071-AKH (S.D.N.Y.)). In April 2021, the parties in the case entered into a binding Memorandum of Understanding to settle the matter and the proposed settlement was preliminarily approved by the District Court in June 2021. All amounts payable by the Company under the settlement have been paid by the Company’s insurers as of December 31, 2021. Regulatory matter. We have, from time to time in the normal course of our business, received or are subject to, inquiries or investigations by regulators regarding the GreenSky program, including the origination and servicing of consumer loans, practices by merchants or other third parties, and licensing and registration requirements. In July 2021, the Company entered into a consent order with the Consumer Financial Protection Bureau to resolve its inquiry related to consumer complaints about certain allegedly unauthorized loans initiated by certain merchants. Without admitting any liability or wrongdoing, GreenSky paid a civil money penalty of $2.5 million and agreed to provide redress to eligible consumers where there is insufficient evidence of customer authorization that will be capped at $3 million in cash redress (with a minimum remittance of $750,000) and capped at $6 million in credit redress via loan cancellations. Other matters. In the ordinary conduct of our business, we are involved, from time to time, in (i) various legal actions, including arbitrations, class actions and other proceedings, and (ii) inquiries and investigations (both formal and informal) by governmental agencies involving, among other matters, the origination and servicing of consumer loans, licensing and merchant activity, certain of which actions, inquiries and investigations may result in adverse judgments, settlements, fines, penalties and injunctive relief. We recognize all legal fees as they are incurred with respect to all such matters as a sales, general and administrative expense in our Consolidated Statements of Operations. Where available information indicates that it is probable a liability has been incurred in connection with any pending matter and we can reasonably estimate the amount of such liability, we also accrue the estimated liability by a charge to income. In many matters, however, it is inherently difficult to determine whether any loss is probable (or even possible) or to estimate the amount of any such loss, and it is not possible to predict with reasonable certainty if, how or when such matters will be resolved or what the eventual settlement, fine, penalty or other relief, if any, may be. Numerous issues may need to be resolved before a loss or additional range of loss can be reasonably estimated, including through lengthy discovery, determination of important factual matters and the calculation of damages or other relief. Subject to the foregoing, we do not believe, based on currently available information, that the outcome of currently pending matters will have a material adverse effect on our financial condition, results of operations or cash flows. With respect to all legal proceedings, it is our policy to recognize legal fees as they are incurred as a sales, general and administrative expense in our Consolidated Statements of Operations. Financial Guarantees As of December 31, 2021, the contingent aspect of our financial guarantee was measured under ASC 326, Financial Instruments – Credit Losses , which requires us to estimate expected credit losses, and the impact of those estimates on our required payments under the financial guarantee arrangement, for loans within our Bank Partner portfolios that are either funded or approved for funding at the measurement date, but precludes us from including future loan originations by our Bank Partners. 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. Typically, changes in the estimated financial guarantee liability as measured under ASC 326 are driven primarily by new Bank Partner loans that are facilitated on our platform during the period and thereby increase the contractual escrow balance and, to a lesser degree, by changes in underlying assumptions. We use a discounted cash flow method to estimate our expected risk of loss under the contingent aspect of our financial guarantees for each Bank Partner. Significant assumptions for each Bank Partner portfolio used in valuing our financial guarantee liability include the following: Loan portfolio composition: We forecasted each Bank Partner's loan portfolio composition in a "run-off" scenario, which is primarily impacted by expected loan prepayments and paydowns derived from historical behavior curves for each loan plan and were applied to each Bank Partner's portfolio based on its composition of loans and where such loans were in their economic life cycle at the measurement date. The loan portfolio composition additionally informs our forecasts of the components that determine our incentive payments or, alternatively, escrow usage. All other factors remaining constant, generally the higher the expected prepayments and pay down rates, the lower the measurement of our financial guarantee liability, as our contractual escrow balance is calculated based on the month-end outstanding portfolio balance. Credit losses : We use lifetime historical credit loss experience for each loan plan comprising a Bank Partner's loan portfolio as a basis for estimating future credit losses. In assessing the current conditions and forecasts of future conditions as of December 31, 2021, we primarily considered the current and expected economic impacts of the COVID-19 pandemic on the macroeconomic environment, as well as initiatives undertaken by the Company to mitigate credit losses, such as the emphasis on our Bank Partners' super-prime promotional loan programs with our merchants and offering loan deferral options to GreenSky program borrowers. All other factors remaining constant, higher credit losses reduce our incentive payments and thereby increase our risk of loss for escrow usage. Generally, higher credit losses earlier in the forecast period expose us to greater risk of loss under our financial guarantee arrangements, as the contractual escrow balance is highest early in the forecast period in conjunction with the outstanding portfolio balance in a "run-off" scenario. As of December 31, 2021 and December 31, 2020, the estimated value of the escrow financial guarantee was $104.1 million and $131.9 million, respectively, relative to our $164.2 million and $173.2 million contractual escrow that was included in our restricted cash balance as of December 31, 2021 and December 31, 2020, respectively. We recognized financial guarantee benefit of $15.2 million and financial guarantee expense of $5.0 million during the years ended December 31, 2021 and December 31, 2020, respectively, in the Consolidated Financial Statements. Refer to Note 1 for additional discussion of our accounting for financial guarantees. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Lease We lease office space from a related party under common management control for which lease expense is recognized within related party expenses in the Consolidated Statements of Operations and for which operating lease ROU assets and operating lease liabilities are recognized within those respective line items in the Consolidated Balance Sheets. Total operating lease cost related to this office space was $1.7 million for each of the years ended December 31, 2021, 2020 and 2019. Operating lease ROU assets and operating lease liabilities related to this office space were $2.4 million and $2.7 million, respectively, as of December 31, 2021. Contractual and Other Arrangements In August 2018, we entered into an agreement in which an unrelated third party acted as a placement agent in connection with certain charged-off receivables transfers and received a fee from us based on the proceeds received from such transfers. In performing these services, the third party agreed to use an affiliate of a member of the Board and, as such, we determined this arrangement to be related party in nature. In December 2018, the unrelated third party assigned its role in the agreement to the affiliate entity itself; therefore, the arrangement remains a related party transaction. We incurred expenses related to this arrangement of $540 thousand during the year ended December 31, 2019, which are presented within related party expenses in the Consolidated Statements of Operations.We did not incur any expenses related to this arrangement during the years ended December 31, 2021 and 2020. There was no payable related to this arrangement as of December 31, 2021 and 2020. We entered into non-interest bearing loan agreements with certain non-executive employees for which the remaining outstanding balances are forgiven ratably over designated periods based on continued employment with the Company. As of December 31, 2021 and 2020, the remaining outstanding balances on these loan agreements were $50 thousand and $85 thousand, respectively, which are presented within other assets in the Consolidated Balance Sheets. There were no equity-based payments to non-employees that resulted in related party expenses during the years ended December 31, 2021, 2020, or 2019. Distributions |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment ReportingWe conduct our operations through a single operating segment and, therefore, one reportable segment. There are no significant concentrations by state or geographical location, nor are there any significant individual customer concentrations by balance. |
Variable Interest Entities
Variable Interest Entities | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Variable Interest Entities | Variable Interest Entities Upon completion of our IPO, GreenSky, Inc. became the managing member of GS Holdings with 100% of the management and voting power in GS Holdings. In its capacity as managing member, GreenSky, Inc. has the sole authority to make decisions on behalf of GS Holdings and bind GS Holdings to agreements. GS Holdings maintains separate capital accounts for its investors as a mechanism for tracking earnings and subsequent distribution rights. Accordingly, management concluded that GS Holdings is a limited partnership or similar legal entity as contemplated in ASC 810, Consolidation . Further, management concluded that GreenSky, Inc. is GS Holdings' primary beneficiary and as such, GreenSky, Inc. consolidates the results of GS Holdings for financial reporting purposes under the variable interest consolidation model guidance in ASC 810. GreenSky, Inc., in its capacity as managing member with sole voting rights, has the power to direct the activities of GS Holdings that most significantly impact its economic performance, including selecting, terminating and setting the compensation of management responsible for implementing GS Holdings' policies and procedures, as well as establishing the strategic, operating and capital decisions of GS Holdings in the ordinary course of business. GreenSky, Inc. also has an obligation to absorb potential losses of GS Holdings or the right to receive potential benefits from GS Holdings in proportion to its weighted average ownership interest. Management considers this exposure to be significant to GS Holdings. GreenSky, Inc.’s relationship with GS Holdings results in no recourse to the general credit of GreenSky, Inc. GS Holdings and its consolidated subsidiaries represent GreenSky, Inc.’s sole investment. GreenSky, Inc. shares in the income and losses of GS Holdings in direct proportion to GreenSky, Inc.’s ownership percentage. Further, GreenSky, Inc. has no contractual requirement to provide financial support to GS Holdings. GSLLC is a wholly-owned subsidiary of GS Holdings and is consolidated with GS Holdings. In May 2020, GSLLC formed Depositor as an indirect subsidiary, which in turn formed the Warehouse SPV as an indirect subsidiary, for the purposes of establishing the Warehouse Facility to fund purchases of loan participations. GSLLC, on behalf of the Bank Partner that owns the loans underlying the loan participations, serves as the designated servicer of the Warehouse SPV’s loan receivables held for sale. Management concluded that the Warehouse SPV is a variable-interest entity. GSLLC is the primary beneficiary and consolidates the Warehouse SPV under the variable interest consolidation model guidance under ASC 810 . The Warehouse SPV's relationship with GSLLC results in no recourse to the general credit of the Company. Further, the Company has no contractual requirement to provide financial support to the Warehouse SPV. In addition, each of the Warehouse SPV and Depositor is a separate legal entity from the Company and from each other subsidiary of the Company, the respective assets of the Warehouse SPV and Depositor are owned by the Warehouse SPV or Depositor, respectively, and are solely available to satisfy their respective creditors. As such, neither the Warehouse SPV’s assets nor Depositor’s assets are available to satisfy obligations of GreenSky, Inc., GS Holdings, GSLLC or other subsidiaries of the Company. Pursuant to the Facility Bank Partner Agreements, GreenSky acts as servicer on behalf of a Bank Partner for the loans with respect to which loan participations have been sold to third parties. GreenSky has concluded that the third parties that purchased loan participations are variable interest entities and, primarily as a result of this at-market servicing arrangement, GreenSky maintains a variable interest in the third party purchasers. However, as GreenSky is not the primary beneficiary of the purchasers and does not consolidate the purchasers, GreenSky lacks the power to direct the activities of the purchasers that most significantly impact their economic performance. Our exposure to loss in this context is limited to compensation provided through the related servicing arrangement and the Company would only experience a loss if it was required to repurchase a loan participation due to a breach in representations and warranties associated with its sale or servicing contracts. GreenSky did not provide any financial support to the variable interest entities in 2021. The loan participations transferred to the purchasers qualified for sales treatment under ASC 860, Transfers and Servicing , as the participations were legally isolated from the Company, the purchasers had the right to freely pledge or exchange their interests in the participations, and the Company does not maintain effective control over the transferred participations. Below are tabular disclosures that provide insight into how GS Holdings, inclusive of the Warehouse SPV, affects GreenSky, Inc.’s financial position, performance and cash flows. Prior to the IPO and Reorganization Transactions, GreenSky, Inc. did not have any variable interest in GS Holdings. The following table presents the balances related to GS Holdings, inclusive of the Warehouse SPV, that are included in the Consolidated Balance Sheets as of the dates indicated, inclusive of GreenSky, Inc.'s interest in the variable interest entity. December 31, 2021 2020 Assets Cash and cash equivalents $ 258,309 $ 116,231 Restricted cash 256,034 319,879 Loan receivables held for sale, net 5,320 571,415 Accounts receivable, net 19,105 21,958 Property, equipment and software, net 23,387 21,452 Other assets 99,809 51,965 Total assets (1) $ 661,964 $ 1,102,900 Liabilities and Members Equity (Deficit) Liabilities Accounts payable $ 11,748 $ 15,418 Accrued compensation and benefits 3,505 13,666 Other accrued expenses 17,050 5,207 Finance charge reversal liability 143,529 185,134 Term loan 450,650 452,806 Warehouse facility — 502,830 Financial guarantee liability 104,091 131,894 Other liabilities 82,927 80,478 Total liabilities (2) $ 813,500 $ 1,387,433 Members Equity (Deficit) Equity (deficit) attributable to Continuing LLC Members (77,209) (169,484) Equity (deficit) attributable to GreenSky, Inc. (74,327) (115,049) Total members equity (deficit) (151,536) (284,533) Total liabilities and members equity (deficit) $ 661,964 $ 1,102,900 (1) Includes $12.5 million and $600.8 million of assets held by the Warehouse SPV variable interest entity as of December 31, 2021 and 2020, respectively. (2) Includes $2.6 million and $503.9 million of liabilities held by the Warehouse SPV variable interest entity as of December 31, 2021 and 2020, respectively. The following table reflects the impact of consolidation of GS Holdings, inclusive of the Warehouse SPV, into the Consolidated Statements of Operations for the years indicated. Year Ended December 31, 2021 2020 2019 Total revenue $ 518,074 $ 525,649 $ 532,622 Total costs and expenses 356,872 473,109 414,366 Operating profit 161,202 52,540 118,256 Total other income (expense), net (29,508) (20,985) (19,600) Net income $ 131,694 $ 31,555 $ 98,656 The following table reflects the cash flow impact of GS Holdings, inclusive of the Warehouse SPV, on the Consolidated Statements of Cash Flows for the years indicated. Year Ended December 31, 2021 2020 2019 Net cash provided by/(used in) operating activities $ 630,901 $ (468,101) $ 153,327 Net cash used in investing activities (15,602) (14,567) (15,381) Net cash provided by/(used in) financing activities (537,066) 490,967 (159,608) Net increase in cash and cash equivalents and restricted cash 78,233 8,299 (21,662) Cash and cash equivalents and restricted cash at beginning of period 436,110 427,811 449,473 Cash and cash equivalents and restricted cash at end of period $ 514,343 $ 436,110 $ 427,811 |
Quarterly Consolidated Results
Quarterly Consolidated Results of Operations Data (Unaudited) | 12 Months Ended |
Dec. 31, 2021 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Consolidated Results of Operations Data (Unaudited) | Quarterly Consolidated Results of Operations Data (Unaudited) The following table sets forth our unaudited Consolidated Statements of Operations data for each of the quarters in the years ended December 31, 2021 and 2020. The information presented below reflects reclassifications made to prior quarters to conform with current period presentation. See Note 1 for further information on our organization and reclassifications, and see Note 2 for further information on our earnings per share. Year Ended December 31, 2021 First Quarter Second Quarter Third Quarter Fourth Quarter Total Total revenue $ 125,172 $ 136,518 $ 128,149 $ 128,235 $ 518,074 Cost of revenue (exclusive of depreciation and amortization) 63,997 43,935 33,867 57,105 198,904 Total costs and expenses 105,456 79,314 78,755 93,347 356,872 Operating profit 19,716 57,204 49,394 34,888 161,202 Total other income (expense), net (5,719) (5,911) (5,249) (12,629) (29,508) Income before income tax expense (benefit) 13,997 51,293 44,145 22,259 131,694 Net income 12,125 46,711 39,777 19,201 117,814 Less: Net income attributable to noncontrolling interests 8,327 30,381 25,388 11,574 75,670 Net income attributable to GreenSky, Inc. 3,798 16,330 14,389 7,627 42,144 Earnings per share of Class A common stock: Basic (1) $ 0.05 $ 0.23 $ 0.19 $ 0.09 $ 0.55 Diluted (1) $ 0.05 $ 0.22 $ 0.19 $ 0.09 $ 0.55 (1) Total annual results may not agree to the sum of individual quarterly results due to rounding. Year Ended December 31, 2020 First Quarter Second Quarter Third Quarter Fourth Quarter Total Total revenue $ 121,857 $ 132,962 $ 142,023 $ 128,807 $ 525,649 Cost of revenue (exclusive of depreciation and amortization) 72,305 65,377 92,728 78,872 309,282 Total costs and expenses 129,649 113,292 132,807 97,361 473,109 Operating profit (7,792) 19,670 9,216 31,446 52,540 Total other income (expense), net (4,022) (4,818) (6,208) (7,233) (22,281) Income before income tax expense (benefit) (11,814) 14,852 3,008 24,213 30,259 Net income (10,919) 13,355 2,811 23,415 28,662 Less: Net income attributable to noncontrolling interests (7,585) 9,222 1,850 15,210 18,697 Net income attributable to GreenSky, Inc. (3,334) 4,133 961 8,205 9,965 Earnings per share of Class A common stock: Basic (1) $ 0.05 $ 0.06 $ 0.01 $ 0.11 $ 0.15 Diluted (1) $ 0.05 $ 0.06 $ 0.01 $ 0.11 $ 0.14 (1) Total annual results may not agree to the sum of individual quarterly results due to rounding. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Management determined that the following events subsequent to December 31, 2021 required disclosure: Distributions GS Holdings finalized and paid tax distributions of $7.0 million to its members (including GreenSky, Inc.). Amended Warehouse Facility The Company amended its Warehouse Facility to extend the commitment termination date to March 31, 2022 and amend the final maturity date to March 31, 2023, as well as to include certain LIBOR transition provisions. |
Schedule II. Valuation and Qual
Schedule II. Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2021 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
Schedule II. Valuation and Qualifying Accounts | Schedule II. Valuation and Qualifying Accounts GreenSky, Inc. and Subsidiaries Balance at beginning of period Charged to costs and expenses (1) Deductions Balance at (in thousands) Year Ended December 31, 2019 Allowance for losses on accounts receivable $ 168 $ 950 $ (880) $ 238 Valuation allowance on loan receivables held for sale 676 3,895 (2,606) 1,965 Year Ended December 31, 2020 Allowance for losses on accounts receivable $ 238 $ 644 $ (569) $ 313 Valuation allowance on loan receivables held for sale 1,965 67,488 (59,247) 10,206 Year Ended December 31, 2021 Allowance for losses on accounts receivable $ 313 $ 35 $ (198) $ 150 Valuation allowance on loan receivables held for sale 10,206 31,284 (37,493) 3,997 (1) Includes bad debt recoveries. |
Organization, Summary of Sign_2
Organization, Summary of Significant Accounting Policies and New Accounting Standards (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Organization Unless the context requires otherwise, "we," "us," "our," "GreenSky" and "the Company" refer to GreenSky, Inc. and its subsidiaries. "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"). We are a leading technology company Powering Commerce at the Point of Sale ® . Our platform is powered by a proprietary, patented technology infrastructure that facilitates merchant sales, while reducing the friction and improving the economics associated with a consumer making a purchase and a lender or financial institution extending financing for that purchase. It supports the full transaction lifecycle, including credit application, underwriting, real-time allocation to our Bank Partners, document distribution, funding, settlement and servicing. Merchants using our platform, which presently range from small, owner-operated home improvement contractors and healthcare providers to large national home improvement brands and retailers and healthcare service organizations, rely on us to facilitate low or deferred interest promotional point-of-sale financing and payments solutions that enable higher sales volume than they could otherwise achieve on their own. Consumers on our platform, who to date primarily have super-prime or prime credit scores, find financing with promotional terms to be an attractive alternative to other forms of payment. Our Bank Partners' access to our proprietary technology solution and merchant network enables them to build a diversified portfolio of high-quality consumer loans with attractive risk-adjusted yields with minimal upfront investment. GreenSky, Inc. was formed as a Delaware corporation on July 12, 2017. The Company was formed for the purpose of completing an initial public offering ("IPO") of its Class A common stock and certain Reorganization Transactions, as further described below, in order to carry on the business of GreenSky, LLC ("GSLLC"), a Georgia limited liability company. GSLLC is an operating entity and wholly-owned subsidiary of GS Holdings, LLC ("GS Holdings"). GS Holdings, a holding company with no operating assets or operations other than its equity interest in GSLLC, was organized to serve as a holding company for GSLLC. On August 24, 2017, GS Holdings acquired a 100% interest in GSLLC. The equity of GS Holdings is owned partially by GreenSky, Inc. and partially by certain pre-IPO equity owners of GS Holdings. Common membership interests of GS Holdings are referred to as "Holdco Units." Immediately prior to our IPO, (i) the operating agreement of GS Holdings (the "GS Holdings Agreement") was amended and restated to, among other things, modify its capital structure by replacing the different classes of membership interests and profits interests with Holdco Units; (ii) we issued to each of the Continuing LLC Members (as defined below) a number of shares of GreenSky, Inc. Class B common stock equal to the number of Holdco Units held by it (other than the Holdco Units that were exchanged in connection with the IPO), for consideration in the amount of $0.001 per share of Class B common stock; (iii) certain Holdco Units were contributed to GreenSky, Inc. in exchange for shares of our Class A common stock; (iv) equity holders of the Former Corporate Investors (as defined below) contributed their equity in the Former Corporate Investors to GreenSky, Inc. in exchange for shares of our Class A common stock and the right to certain payments under the Tax Receivable Agreement ("TRA"), and Former Corporate Investors merged with and into subsidiaries of GreenSky, Inc.; (v) outstanding options to acquire Class A units of GS Holdings were equitably adjusted so that they are exercisable for shares of Class A common stock; and (vi) outstanding warrants to acquire Class A units of GS Holdings were equitably adjusted pursuant to their terms so that they are exercisable for Holdco Units (and an equal number of shares of Class B common stock). We refer to these transactions collectively as the "Reorganization Transactions." Immediately following the Reorganization Transactions, the "Original GS Equity Owners" (other than the Former Corporate Investors) and certain "Original Profits Interests Holders," which we collectively refer to as the "Continuing LLC Members," continued to own Holdco Units. "Original GS Equity Owners" refers to the owners of units of GS Holdings prior to the Reorganization Transactions. "Former Corporate Investors" refers to certain of the Original GS Equity Owners that merged with and into one or more subsidiaries of GreenSky, Inc. in connection with the Reorganization Transactions, which was accounted for as a common control transaction and had no material impact on the net assets of the Company. "Original Profits Interests Holders" refers to the owners of profits interests in GS Holdings prior to the Reorganization Transactions. On May 24, 2018, the Company's Class A common stock commenced trading on the Nasdaq Global Select Market in connection with the Company's IPO. The newly-issued Holdco Units were sold by certain GS Holdings members, which we also refer to as "Exchanging Members." Pursuant to an "Exchange Agreement," the Continuing LLC Members can exchange their Holdco Units (with automatic cancellation of an equal number of shares of Class B common stock) for shares of our Class A common stock on a one-for-one basis, subject to customary adjustments, or for cash (based on the market price of the shares of Class A common stock), at our option (such determination to be made by the disinterested members of our board of directors). The IPO and Reorganization Transactions resulted in the Company becoming the sole managing member of GS Holdings. As the sole managing member of GS Holdings, we operate and control all of GS Holdings’ operations and, through GS Holdings and its subsidiaries, conduct GS Holdings’ business. The Company consolidates the financial results of GS Holdings and reports a noncontrolling interest in its Consolidated Financial Statements representing the GS Holdings interests held by the Continuing LLC Members. The weighted average ownership percentages for the applicable reporting periods are used to attribute net income (loss) and other comprehensive income (loss) to the Company and the noncontrolling interest. As of December 31, 2021 and 2020, the Company had an economic interest in GS Holdings of 62.3% and 42.0%, respectively. During the year ended December 31, 2021 and 2020, the Company had a weighted average ownership interest in GS Holdings of 43.1% and 38.3%, respectively. In 2020, we formed GS Depositor I, LLC (“Depositor”), an indirect subsidiary of the Company, and GS Investment I, LLC (the “Warehouse SPV”), a special purpose vehicle and indirect subsidiary of the Company, to facilitate purchases of participation interests in loans (“Warehouse Loan Participations") originated by Bank Partners through the GreenSky program. These purchases are made by Depositor and then transferred to the Warehouse SPV. Each of the Warehouse SPV and Depositor is a separate legal entity from the Company, and the assets of the Warehouse SPV and Depositor are solely available to satisfy the creditors of the Warehouse SPV or Depositor, respectively. Pending Merger On September 14, 2021, GreenSky, Inc. and GS Holdings entered into an Agreement and Plan of Merger (the “Merger Agreement”) with The Goldman Sachs Group, Inc., a Delaware corporation (“Goldman Sachs”), and Goldman Sachs Bank USA, a bank organized under the laws of the State of New York and wholly owned subsidiary of Goldman Sachs (“Goldman Sachs Bank”). The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, (a) Goldman Sachs Bank will establish a new wholly owned subsidiary, which will be a Delaware limited liability company (“Merger Sub 1”), and GreenSky, Inc. will be merged with and into Merger Sub 1 (the “Company Merger”), with Merger Sub 1 surviving the Company Merger as a wholly owned subsidiary of Goldman Sachs Bank (“Surviving LLC 1”), and (b) Goldman Sachs Bank will establish a new wholly owned subsidiary, which will be a Georgia limited liability company (“Merger Sub 2”), and Merger Sub 2 will be merged with and into GS Holdings (the “Holdings Merger” and, together with the Company Merger, the “Mergers”), with GS Holdings surviving the Holdings Merger as a subsidiary of Goldman Sachs Bank and Merger Sub 1 (“Surviving LLC 2”). Consummation of the Mergers is subject to the receipt of required regulatory approvals and satisfaction of other customary closing conditions. As a condition to Goldman Sachs’s entry into the Merger Agreement, the Company and certain beneficiaries party to the Tax Receivable Agreement, dated as of May 23, 2018 (the “TRA”), by and among the Company, GS Holdings, GreenSky, LLC and the blocker corporations and beneficiaries party thereto, were required to enter into an amendment to the TRA (the "TRA Amendment"), which amendment provided that no payments under the TRA will be made following or as a result of the consummation of the Mergers. Costs that are incremental and specifically related to the pending merger are presented within merger-related costs in the Consolidated Statements of Operations. |
Basis of Presentation | Basis of PresentationThe Consolidated Financial Statements were prepared in conformity with United States generally accepted accounting principles ("GAAP"). In the opinion of management, the Consolidated Financial Statements reflect all adjustments, which are of a normal recurring nature, necessary for a fair statement of our financial condition and results of operations for the periods presented. All intercompany balances and transactions are eliminated upon consolidation. |
Reclassification | Certain reclassifications have been made to the prior year presentation to conform to the current year presentation in the Consolidated Statements of Operations. These reclassifications were not material to the financial statements. |
Use of Estimates | Use of Estimates The preparation of our financial statements in conformity with GAAP requires that management make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Such estimates and assumptions include, but are not limited to, those that relate to fair value measurements, financial guarantees, share-based compensation and income taxes. In developing estimates and assumptions, management uses all available information; however, actual results could materially differ from those estimates and assumptions. |
Cash and Cash Equivalents and Restricted Cash | Cash and Cash Equivalents and Restricted Cash Cash and Cash Equivalents Cash includes non-interest and interest-bearing demand deposit accounts with various financial institutions. We consider all highly liquid investments that mature three months or less from the date of purchase to be cash equivalents. Cash equivalents include money market mutual fund accounts, which are invested in government securities that are either guaranteed by the Federal Deposit Insurance Corporation of the U.S. government ("FDIC") or are secured by U.S. government-issued collateral for which the risk of loss from nonpayment is presumed to be zero. As such, we do not establish an allowance for credit losses on our cash equivalents. Further, the carrying amount of our cash equivalents approximates its fair values due to their short maturities and highly liquid nature. Refer to Note 3 for additional information on our fair value measurement. At times, our cash balances may exceed federally insured amounts and potentially subject the Company to a concentration of credit risk. The Company believes that no significant concentration of credit risk exists with respect to these balances based on its assessment of the creditworthiness and financial viability of these financial institutions. Further, our cash equivalents may expose us to credit risk; however, we believe this risk is limited, as the investments are backed by the full faith and credit of the United States government. Restricted Cash |
Loan Receivables Held for Sale | Loan Receivables Held for Sale Loan receivables held for sale represent a 100% participation interest in certain loans originated under the GreenSky program by our Bank Partners that the Company subsequently purchases with the intent to sell to a third party at carrying value. Loan receivables held for sale are recorded at fair value at the time a loan receivable is purchased and are subsequently measured at the lower of cost or fair value on an aggregate homogeneous portfolio basis, which is further discussed in “Fair Value of Assets and Liabilities” below. We earn interest income on such loan receivables. Interest, calculated as a percentage of average outstanding principal balance in accordance with the contractual provisions of the loan arrangements, is accrued on a daily basis and collected from the borrower on a monthly basis. Accrued interest receivable and origination costs are deferred in the basis of the loan receivables. When the loan receivables are sold, any previously unrecognized deferred costs are recognized as part of realized gains and losses on sale. Gains and losses from the sale of loan receivables held for sale by the Warehouse SPV are included within cost of revenue in the Consolidated Statements of Operations. Gains and losses from the sale of all other loan receivables held for sale are included within other gains (losses), net in the Consolidated Statements of Operations. The entire balance of a loan receivable held for sale is considered contractually delinquent if the minimum required payment is not received by the first statement cycle date equal to or following the due date specified on the customer’s billing statement. Loan receivables held for sale and accrued interest are marked down to zero and written off when the principal or interest is delinquent for greater than 90 days, with the related expenses recorded as sales, general and administrative expense and reduction of interest and other revenue, respectively, in the Consolidated Statements of Operations. Valuation adjustments are also taken if loan receivables delinquent less than 90 days are expected to charge off in the future and are recorded to sales, general and administrative expense in the Consolidated Statements of Operations. Recoveries of principal and interest and fees on previously written off loan receivables held for sale are recognized on a collected basis as reductions of sales, general and administrative expense and as interest and other revenue, respectively. |
Accounts Receivable | Accounts Receivable Accounts receivable are recorded at their original invoice amounts, which are reduced by any allowance for uncollectible amounts. We use the aging method to establish an allowance for expected credit losses on accounts receivable balances and consider whether current conditions or reasonable and supportable forecasts about future conditions warrant an adjustment to our historical loss experience. In applying such adjustments, we primarily consider changes in counterparty credit risk and changes in the underlying macroeconomic environment. Accounts |
Property, Equipment, Software, Depreciation and Amortization | Property, Equipment, Software, Depreciation and Amortization Property, equipment and software includes furniture, leasehold improvements, computer hardware and software and is stated at cost less accumulated depreciation or amortization and any previously recorded impairment. We capitalize qualified costs incurred to develop internal-use software, which primarily include internal and external labor expenses. Additionally, we capitalize costs for replacements and major enhancements when it is probable that the expenditures will result in additional functionality or will extend the useful life of existing functionality. Costs for minor replacements, enhancements, maintenance and repairs of internal-use software are expensed as incurred. Depreciation and amortization are recorded on a straight-line basis over the estimated useful lives of the assets, as follows: Asset Category Estimated Useful Lives Computer hardware and software 3 years Furniture 5 years Leasehold improvements Shorter of life of asset or remaining lease term Upon retirement, the asset cost and related accumulated depreciation or amortization are removed from the Consolidated Balance Sheets and any related gain or loss is included within sales, general and administrative expense in the Consolidated Statements of Operations. We evaluate the carrying amounts of property, equipment and software for impairment on a quarterly basis or whenever events or changes in circumstances indicate that the carrying values may not be recoverable. Impairment losses are included within sales, general and administrative expense in the Consolidated Statements of Operations. |
Servicing Assets and Liabilities | Servicing Assets and Liabilities The Company assumes a right, obligation, or neither a right nor obligation to service consumer loans each time a loan is originated by a Bank Partner. Consumer loans originated by a Bank Partner may continue to be held by that Bank Partner, or sold to another Bank Partner, institutional investor, financial institution or other funding source. Additionally, the Company services charged-off receivables for which we do not charge a servicing fee. The Company identified Bank Partner loans as one class of servicing rights and charged-off receivables as a separate class of servicing rights. In accordance with ASC 860, Transfers and Servicing , when we determine that the compensation we receive to service loans is more or less than adequate, we assess the fair value of a servicing asset or liability, respectively, using a discounted cash flow model. |
Fair Value of Assets and Liabilities | Fair Value of Assets and Liabilities We have financial assets and liabilities subject to fair value measurement or disclosure on either a recurring or nonrecurring basis. Such measurements or disclosures relate to our cash and cash equivalents, loan receivables held for sale, derivative instruments, servicing assets and liabilities, contingent consideration receivables, and term loan. ASC 820, Fair Value Measurement , defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In valuing this asset or liability, we utilize market data or reasonable assumptions that market participants would use, including assumptions about risk and the risks inherent in the inputs to the valuation technique. The guidance provides a three-level valuation hierarchy for disclosure of fair value measurements based on the transparency of inputs to the valuation of an asset or a liability as of the measurement date. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels are defined as follows: Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. Level 3: Unobservable inputs for the asset or liability. An asset’s or a liability’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. |
Derivative Instruments | Derivative Instruments We are exposed to interest rate risk on our variable-rate term loan, which we managed through an interest rate swap that was determined to be a derivative in accordance with ASC 815, Derivatives and Hedging . Derivatives are recorded on the balance sheet at fair value and are marked-to-market on a quarterly basis. The accounting for the change in fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate the derivative as a hedge and apply hedge accounting, and whether the hedging relationship continues to satisfy the criteria required to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to variability in cash flows of a recognized asset or liability that is attributable to a particular risk are considered cash flow hedges. The primary purpose of cash flow hedge accounting is to link the income statement recognition of a hedging instrument and a hedged item whose changes in cash flows are expected to offset each other. The change in the fair value of the derivative instrument designated as a cash flow hedge is initially reported as a component of other comprehensive income (loss) and subsequently reclassified into earnings in the same period when the hedged item affects earnings. The reclassification into earnings is reported in the same income statement line item in which the hedged item is reported. The FCR component of our Bank Partner contracts, which arrangements are detailed in Note 3, qualifies as an embedded derivative. The FCR liability is not designated as a hedge for accounting purposes and, as such, changes in its fair value are recorded within cost of revenue in the Consolidated Statements of Operations. |
Financial Guarantees | Financial Guarantees Under the terms of the contracts with our Bank Partners, we provide limited protection to the Bank Partners in the event of certain Bank Partner portfolio credit losses or in the event that the finance charges billed to borrowers do not exceed the sum of (i) an agreed-upon portfolio yield, (ii) a fixed servicing fee and (iii) realized credit losses, by holding cash in restricted, interest-bearing escrow accounts in an amount equal to a contractual percentage of the Bank Partners’ monthly originations and month-end outstanding portfolio balance. Our maximum exposure under these financial guarantees is contractually limited to the escrow that we establish with each Bank Partner. Cash set aside to meet this requirement is classified as restricted cash in our Consolidated Balance Sheets. Our contracts with our Bank Partners entitle us to incentive payments when the finance charges billed to borrowers exceed the sum of (i) an agreed-upon portfolio yield, (ii) a fixed servicing fee and (iii) realized credit losses. This incentive payment varies from month to month, primarily due to the amount of realized credit losses. If credit losses exceed an agreed-upon threshold, we are obligated to make limited payments to our Bank Partners, which obligation represents a financial guarantee in accordance with ASC 460, Guarantees . Under ASC 460, the guarantor undertakes a noncontingent obligation to stand ready to perform over the term of the guarantee and a contingent obligation to make future payments if the triggering events or conditions under the guarantee arrangements occur. Under ASU 2016-13, we are required to estimate the expected credit losses over the contractual period in which we are exposed to credit risk via a present contractual obligation to extend credit, unless that obligation is unconditionally cancellable by the issuer. As applied to our financial guarantee arrangements, we are required to estimate expected credit losses, and the impact of those estimates on our potential escrow payments, for loans within our Bank Partner portfolios that are either funded or approved for funding at the measurement date, but are precluded from including future loan originations by our Bank Partners. 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 established with each Bank Partner. Typically, additional financial guarantee liabilities are recorded as new loans are originated by our Bank Partners on our platform, along with a corresponding non-cash charge recorded as financial guarantee expense in the Consolidated Statements of Operations. |
Revenue Recognition | Revenue Recognition In accordance with ASC 606, Revenue from Contracts with Customers , in each of our revenue arrangements outlined below, revenue is recognized when control of the promised goods or services is transferred to the customer in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services. Transaction fees revenue We earn a specified transaction fee in connection with purchases made by borrowers that are financed by our Bank Partners. The transaction fee is a one-time fee payable by the merchant that includes a merchant fee component and an interchange fee component. In our merchant arrangements, our single performance obligation is to facilitate financing to the merchant’s qualified customers who comply with our Bank Partners’ mandatory underwriting criteria and credit policies. As it relates to our merchant arrangements, we act in the capacity of an agent, as our platform facilitates the arrangement between the merchant and consumer (for contracted services) and the arrangement between the Bank Partner and consumer (for loan financing) and we do not control either the merchant services or the financing prior to them being transferred to the consumer. Merchant fees The merchant fee is calculated by multiplying a set fee percentage (as outlined in a schedule provided to the merchants) by the dollar amount of a loan at the point of origination. As merchant fees are billed to, and collected directly from, the merchant at least monthly, the transaction price and volume are generally known and there is no unresolved variable consideration as of the end of a reporting period. To estimate variable consideration and recognize revenue at the point of sale, we apply the expected value method, wherein we assign 100% probability to the transaction price as calculated using actual transaction volume. While merchant fee reversals are contractually possible and would constrain our estimate of variable consideration, historically they have been immaterial. Therefore, we have not recognized a refund liability for these reversals. Our expected value is further adjusted during the month for rebates or price concessions (collectively, "price concessions"), as discussed below. Gross contractual merchant fees may be reduced by volume-based or non-volume-based price concessions to certain merchants and channel partners (which we refer to as "Sponsors"), which are offered to generate transaction volume on the GreenSky platform. We recognize merchant fees net of consideration paid to merchants or Sponsors in the form of price concessions, which represents our expected consideration. The price concessions give rise to variable consideration at contract inception, which we estimate at the individual merchant level using the expected value method. For merchants and Sponsors receiving monthly or quarterly price concessions, which constitute the vast majority of our arrangements, it is not probable that a significant reversal in the cumulative amount of revenue recognized would occur, as the uncertainty is resolved by the end of a reporting period. Therefore, the transaction price is not significantly constrained and we assign 100% probability to the transaction price as calculated using actual transaction volume net of actual merchant and Sponsor price concessions. In the limited instances in which we issue price concessions or provide other incentives to merchants and sponsors that are not resolved by the end of a reporting period, such as those based on an annual volume target, we determine the expected value based on quarterly progress and expected future progress (using historical experience) toward achieving the estimated target. Volume-based price concessions as well as amortization of incentive assets to merchants and Sponsors that were netted against the gross transaction price were $20.4 million, $14.2 million, and $14.8 million for the years ended December 31, 2021, 2020 and 2019, respectively. There were no significant non-volume-based price concessions made during the same periods. Interchange fees Interchange fees are calculated by multiplying a set fee percentage (as stipulated by the credit card payment network) by the transaction volume processed through such network. Transaction volume and related fees payable to the Company are reported to us on a daily basis. Therefore, there is no unresolved variable consideration within a reporting period. Using the expected value method, we assign 100% probability to the transaction price as calculated using actual transaction volume. We satisfy our performance obligation to facilitate financing to our merchants’ qualified customers continuously throughout our contractual terms with our Bank Partners. Our merchants receive and consume the benefits of such performance simultaneously as we perform, which is reflected through the consummation of a purchase by the end consumer who obtained financing through the GreenSky platform. Therefore, this performance obligation is satisfied over time and no significant financing component is present, as payment occurs within twelve months of the transfer of control of the related service. Our performance obligation is satisfied once a consumer’s application has been approved, a credit decision has been reached and a loan has been funded and processed, indicating that a sale has been completed by a merchant on our platform. We measure our progress toward complete satisfaction of this performance obligation under the output method and using the "right-to-invoice" practical expedient, with transaction volume representing the direct measure that faithfully depicts a completed sale by a merchant on our platform. The value of our service transferred to the merchants is represented by the merchant fee rate, as agreed upon at contract inception, and the interchange fee rate, as stipulated by the credit card payment network. Therefore, we recognize revenue on at least a monthly basis for merchant fees and on a daily basis for interchange fees. We apply the practical expedient related to incremental costs of obtaining a contract. Although certain of our commission costs qualify for capitalization under ASC 340-40, Contracts with customers , their amortization period is less than one year. Therefore, utilizing the practical expedient, we expense these costs as incurred. Servicing revenue Servicing fees Servicing fees are contractual fees specified in our servicing agreements with our Bank Partners that are earned from providing professional services to manage loan portfolios on behalf of our Bank Partners, representing the single performance obligation in this contractual arrangement. The servicing fee is calculated on a monthly basis by multiplying a set fee percentage (as outlined in the contracts with our Bank Partners) by the average outstanding Bank Partner loan portfolio balance. As the average outstanding loan portfolio balance is not known at contract inception, this arrangement contains variable consideration. However, as servicing fees are settled monthly with our Bank Partners, the average outstanding loan portfolio balance is known at each month end. Therefore, the variable consideration within a reporting period is not significantly constrained. Using the expected value method, we assign 100% probability to the transaction price as calculated using the actual average outstanding loan portfolio balance. We satisfy our performance obligation to service the Bank Partners’ loans on a recurring, monthly basis for as long as a loan balance is outstanding. The benefits of our servicing are simultaneously received and consumed by the Bank Partners. Therefore, this performance obligation is satisfied over time and no significant financing component is present, as payment occurs within twelve months of the transfer of control of the related service. We measure our progress toward complete satisfaction of this performance obligation using the output method and applying the "right-to-invoice" practical expedient, with loans outstanding representing the direct measure that faithfully depicts the loans for which control of servicing has transferred to the Bank Partners. The value of our service transferred to the Bank Partners is represented by the servicing fee rate, as agreed upon at contract inception. Therefore, we recognize revenue on a monthly basis upon settling with the Bank Partner. |
Share-Based Compensation | Share-Based CompensationThe Company issues share-based awards to certain employees and non-employees, which are measured at fair value at the date of grant. The fair value determined at the date of grant is expensed, based on our estimate of awards that will eventually vest, on a straight-line basis over the vesting period. We estimate expected forfeitures based on historical forfeiture behavior. Share-based compensation expense is included within compensation and benefits expense and cost of revenue in the Consolidated Statements of Operations. |
Income Taxes | Income Taxes Income taxes are provided for in accordance with ASC 740, Income Taxes |
Related Party Transactions | Related Party Transactions In the normal course of business, we enter into certain transactions with entities or individuals that are deemed to be affiliated companies or persons under the related party definition in ASC 850, Related Party Disclosures |
Consolidation | Consolidation In the normal course of our business, we may enter into an agreement for management, servicing, or related services or hold ownership interests in special purpose entities. We evaluate our interests and/or involvement in these entities to determine whether they meet the definition of a variable interest entity ("VIE"), pursuant to ASC 810, Consolidation |
Recently Adopted Accounting Standards and Accounting Standards Issued But Not Yet Adopted | Recently Adopted Accounting Standards Simplifying the Accounting for Income Taxes In December 2019, the FASB issued ASU 2019-12, which modifies ASC 740, Income Taxes, to simplify the accounting for income taxes by removing certain exceptions, including intraperiod tax allocations and the calculation of income taxes in an interim period when in a loss position. The provisions of the standard applicable to us must be applied on a prospective basis. Our adoption of this standard on January 1, 2021 did not have a material effect on our Consolidated Financial Statements. Accounting Standards Issued, But Not Yet Adopted Facilitation of the Effects of Reference Rate Reform on Financial Reporting In March 2020, the FASB issued ASU 2020-04, which was subsequently amended in January 2021 by ASU 2021-01, related to contracts, hedging relationships and other transactions that reference the London Interbank Offered Rate ("LIBOR") or another reference rate expected to be discontinued because of reference rate reform. The standard provides optional expedients and exceptions for applying GAAP if certain criteria are met. The standard applies to contract modifications that replace a reference rate affected by reference rate reform and contemporaneous modifications of other contract terms related to the replacement of the reference rate. Further, the standard provides exceptions to certain guidance in ASC 815, Derivatives and Hedging |
Organization, Summary of Sign_3
Organization, Summary of Significant Accounting Policies and New Accounting Standards (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of cash and cash equivalents | The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the Consolidated Balance Sheets to the total included within the Consolidated Statements of Cash Flows as of the dates indicated. December 31, 2021 2020 2019 Cash and cash equivalents $ 296,406 $ 147,775 $ 195,760 Restricted cash 256,034 319,879 250,081 Cash and cash equivalents and restricted cash in Consolidated Statements of Cash Flows $ 552,440 $ 467,654 $ 445,841 |
Schedule of restricted cash | The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the Consolidated Balance Sheets to the total included within the Consolidated Statements of Cash Flows as of the dates indicated. December 31, 2021 2020 2019 Cash and cash equivalents $ 296,406 $ 147,775 $ 195,760 Restricted cash 256,034 319,879 250,081 Cash and cash equivalents and restricted cash in Consolidated Statements of Cash Flows $ 552,440 $ 467,654 $ 445,841 |
Schedule of estimated useful lives | Depreciation and amortization are recorded on a straight-line basis over the estimated useful lives of the assets, as follows: Asset Category Estimated Useful Lives Computer hardware and software 3 years Furniture 5 years Leasehold improvements Shorter of life of asset or remaining lease term Property, equipment and software were as follows as of the dates indicated. December 31, 2021 2020 Software $ 39,061 $ 30,641 Furniture 1,428 2,680 Leasehold improvements 3,817 4,399 Computer hardware 2,663 2,690 Total property, equipment and software, at cost 46,969 40,410 Less: accumulated depreciation (5,356) (6,580) Less: accumulated amortization (18,226) (12,378) Total property, equipment and software, net $ 23,387 $ 21,452 The following table shows depreciation and amortization expense that is recorded within sales, general and administrative expense in the Consolidated Statements of Operations. Year Ended December 31, 2021 2020 2019 Depreciation expense $ 1,953 $ 2,629 $ 2,540 Amortization expense 12,092 8,701 4,764 Impairment losses — 188 — |
Revenue disaggregated by type of service | Revenue disaggregated by type of service was as follows for the periods presented: Year Ended December 31, 2021 2020 2019 Merchant fees $ 363,438 $ 363,216 $ 361,755 Interchange fees 16,328 29,921 44,150 Transaction fees 379,766 393,137 405,905 Servicing (1) 124,233 115,455 123,696 Interest income (2) 14,074 17,049 2,977 Other (3) 1 8 44 Interest and other 14,075 17,057 3,021 Total revenue $ 518,074 $ 525,649 $ 532,622 (1) For the years ended December 31, 2021 and 2020, includes a $12.5 million and $0.3 million, respectively, change in fair value of our servicing assets and liabilities related to Bank Partner arrangements. Refer to Note 3 for additional information. (2) Includes interest income received on loan receivables held for sale. (3) Other revenue includes miscellaneous revenue items that are individually immaterial. Other revenue is presented separately herein in order to clearly present merchant fees, interchange fees, servicing fees, and interest income which are more integral to our primary operations and better enable financial statement users to calculate metrics such as servicing and merchant fee yields. |
Earnings per Share (Tables)
Earnings per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of earnings per share, basic and diluted | The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted earnings per share of Class A common stock for the periods indicated. Year Ended December 31, 2021 2020 2019 Numerator: Income before income tax expense $ 131,694 $ 30,259 $ 88,848 Less: Net income attributable to noncontrolling interests 75,670 18,697 63,993 Less: Income tax expense (benefit) 13,880 1,597 (7,125) Net income attributable to GreenSky, Inc. – basic $ 42,144 $ 9,965 $ 31,980 Add: Reallocation of net income attributable to noncontrolling interests from the assumed exchange of Holdco Units for Class A common stock 75,670 18,697 63,993 Less: Income tax expense on reallocation of net income attributable to noncontrolling interests (1) 17,990 4,565 8,189 Net income attributable to GreenSky, Inc. – diluted $ 99,824 $ 24,097 $ 87,784 Denominator: Weighted average shares of Class A common stock outstanding – basic 76,860,802 67,553,999 61,091,514 Add: Dilutive effects, as shown separately below Holdco Units exchangeable for Class A common stock 101,610,495 109,221,484 116,223,055 Class A common stock options 308,959 332,420 1,876,876 Holdco warrants exchangeable for Class A common stock — — 82,008 Unvested Class A common stock 1,982,535 642,935 174,592 Weighted average shares of Class A common stock outstanding – diluted 180,762,791 177,750,838 179,448,045 Earnings per share of Class A common stock outstanding – basic $ 0.55 $ 0.15 $ 0.52 Earnings per share of Class A common stock outstanding – diluted $ 0.55 $ 0.14 $ 0.49 Excluded from diluted earnings per share, as their inclusion would have been anti-dilutive (2) Holdco Units — 389,945 510,878 Class A common stock options 1,349,509 3,841,138 3,289,299 Class A common stock awards 1,500 2,123,280 2,040,965 (1) We assumed effective tax rates of 24.2%, 20.4%, and 1.2% for the years ended December 31, 2021, 2020, and 2019 respectively, which represent the effective tax rates on the consolidated GreenSky, Inc. entity inclusive of the income taxes on the portion of GS Holdings' earnings that are attributable to noncontrolling interests. (2) These amounts represent the number of instruments outstanding at the end of the period. Application of the treasury stock method would reduce these amounts if they had a dilutive effect and were included in the computation of diluted earnings per share. |
Fair Value of Assets and Liab_2
Fair Value of Assets and Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Carrying amounts and estimated fair values of assets and liabilities measured at fair value on a recurring or nonrecurring basis | The following table summarizes, by level within the fair value hierarchy, the carrying amounts and estimated fair values of our assets and liabilities measured at fair value on a recurring or nonrecurring basis or disclosed, but not carried, at fair value in the Consolidated Balance Sheets as of the dates presented. There were no transfers into, out of, or between levels within the fair value hierarchy during any of the periods presented. Refer to Note 4, Note 7, Note 8, and Note 9 for additional information on these assets and liabilities. Level December 31, 2021 December 31, 2020 Carrying Fair Carrying Fair Assets: Cash and cash equivalents (1) 1 $ 296,406 $ 296,406 $ 147,775 $ 147,775 Loan receivables held for sale, net (2) 2 5,320 5,901 571,415 575,279 Servicing assets (3) 3 54,869 54,869 30,804 30,804 Contingent consideration receivables (3) 3 14,617 14,617 — — Interest rate cap (3) 2 493 493 — — Liabilities: Finance charge reversal liability (3) 3 $ 143,529 $ 143,529 $ 185,134 $ 185,134 Term loan (1) 2 450,650 458,413 452,806 452,408 Interest rate swap (3) 2 — — 14,182 14,182 Servicing liabilities (3) 3 12,276 12,276 1,984 1,984 Sales facilitation obligations (3) 2 13,258 13,258 10,655 10,655 (1) Disclosed, but not carried, at fair value. (2) Measured at fair value on a nonrecurring basis. (3) Measured and carried at fair value on a recurring basis. |
Schedule of servicing assets at fair value | The following table reconciles the beginning and ending fair value measurements of our servicing assets associated with Bank Partner loans during the years presented. Year Ended December 31, 2021 2020 2019 Beginning balance $ 30,804 $ 30,459 $ — Additions, net (1) 46,833 1,897 5,975 Changes in fair value (22,768) (1,552) 24,484 Ending balance $ 54,869 $ 30,804 $ 30,459 (1) Includes additions through assumptions of servicing obligations each time a loan is originated on our platform by a Bank Partner, as well as through transfers of loans between Bank Partners or of loan receivables between GreenSky and Bank Partners and is net of the impact of loan principal pay downs in the Bank Partner portfolios. Additions are recognized in servicing revenue in the Consolidated Statements of Operations. The following table reconciles the beginning and ending fair value measurements of our contingent consideration receivables during the period presented. There were no loan participations subject to contingent consideration receivables as of December 31, 2020. Year Ended Beginning balance $ — Additions (1) 12,922 Receipts (2) — Other fair value changes (3) 1,695 Ending balance 14,617 (1) Includes each initial receivable that GreenSky is entitled to each time an applicable pool of loan participations is sold to institutional investors, financial institutions and other funding sources. (2) Represents cash receipt of contingent consideration. |
Schedule of servicing liabilities at fair value | The following table reconciles the beginning and ending fair value measurements of our servicing liabilities associated with Bank Partner loans and transferring our rights to charged-off receivables during the periods presented. Year Ended December 31, 2021 2020 2019 Beginning balance $ 1,984 $ 3,796 $ 3,016 Additions, net (1) (180) — 2,705 Changes in fair value (2) 10,472 (1,812) (1,925) Ending balance (3) $ 12,276 $ 1,984 $ 3,796 (1) Includes additions through assumptions of servicing obligations each time a loan is originated on our platform by a Bank Partner, as well as through transfers of loan receivables between Bank Partners or of loan receivables between GreenSky and Bank Partners and is net of the impact of loan principal pay downs in the Bank Partner portfolios. Additions are recognized in servicing revenue in the Unaudited Condensed Consolidated Statements of Operations. (2) Includes reduction of our servicing liabilities associated with transferring our rights to charged-off receivables of $1.3 million, $1.8 million and $1.9 million for the years ended December 31, 2021, 2020 and 2019, respectively, due to the passage of time and collection of loan payments, which is recognized in other gains (losses), net in the Consolidated Statements of Operations. (3) Includes servicing liabilities associated with transferring our rights to charged-off receivables of $663 thousand, $2.0 million and $3.8 million as of December 31, 2021, 2020 and 2019, respectively. |
Schedule of fair value assumption, servicing assets or liabilities | The following table presents quantitative information about the significant unobservable inputs used to value the Level 3 servicing assets and liabilities as of the dates presented. Input December 31, 2021 December 31, 2020 Range Weighted Average Range Weighted Average Cost of servicing (basis points) 62.5 – 88.2 77.8 57.5 - 108.0 95.0 Discount rate 18.0 % 18.0% 18.0 % 18.0% Weighted average remaining life (years) 2.7 – 7.3 6.5 2.3 - 5.8 2.3 Recovery period (years) 0.8 – 2.9 2.2 1.6 – 3.9 3.1 |
Significant unobservable inputs used to value Level 3 FCR liability | The following table presents quantitative information about the significant unobservable inputs used to value the Level 3 contingent consideration receivables as of the date presented. There were no loan participations subject to contingent consideration receivables as of December 31, 2021. Input December 31, 2021 Range Weighted Average Discount rate 15 % 15 % Settlement period (years) 1.8 - 6.0 5.0 The following table presents quantitative information about the significant unobservable inputs used to value the Level 3 FCR liability as of the dates presented. December 31, 2021 December 31, 2020 Range Weighted Average Range Weighted Average Reversal rate 59.0 – 100.0% 90.2 % 64.8 – 100.0% 89.2 % Discount rate 3.6 % 3.6 % 3.5 % 3.5 % |
Reconciliation of the beginning and ending fair value measurements of FCR Liability | The following table reconciles the beginning and ending fair value measurements of our FCR liability during the periods indicated. Year Ended December 31, 2021 2020 2019 Beginning balance $ 185,134 $ 206,035 $ 138,589 Receipts (1) 223,650 215,049 159,527 Settlements (2) (337,698) (382,968) (262,449) Fair value changes recognized in cost of revenue (3) 72,443 147,018 170,368 Ending balance $ 143,529 $ 185,134 $ 206,035 (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 any of 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. The years ended December 31, 2021 and December 31, 2020 also includes $20.1 million and $28.8 million of billed finance charges related to loan participations held by the Warehouse SPV that were not yet collected and subject to a potential future finance charge reversal at the time of purchase, 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 Consolidated Statements of Operations. |
Contingent consideration receivables beneficial interest | The following table presents details of charged-off receivables transfers during the year ended December 31, 2019. Aggregate Unpaid Balance Proceeds Bank Partner Loan Total Bank Partner Loan Total Year Ended December 31, 2019 $ 223,024 $ 2,518 $ 225,542 $ 29,190 $ 312 $ 29,502 |
Loan Receivables Held for Sale
Loan Receivables Held for Sale (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Receivables [Abstract] | |
Activity in the balance of loan receivables held for sale | The following table summarizes the activity in the balance of loan receivables held for sale, net at lower of cost or fair value during the periods indicated. Year Ended December 31, 2021 2020 2019 Beginning balance $ 571,415 $ 51,926 $ 2,876 Additions (1) 1,748,789 1,775,807 157,928 Proceeds from sales and borrower payments (2) (2,277,258) (1,181,867) (104,858) Loss on sale (3) (39,543) (57,043) — Decrease (increase) in valuation allowance (4) 6,209 (8,241) (1,289) Transfers (5) 3,436 344 251 Write-offs and other (6) (7,728) (9,511) (2,982) Ending balance $ 5,320 $ 571,415 $ 51,926 (1) Includes purchases of $1,622 million and $1,114 million, respectively, participations in loans through the Warehouse SPV for the years ended December 31, 2021 and 2020. (2) We retain servicing arrangements on sold loan receivables with comparable terms and conditions as loans that are not participated by our Bank Partners. Additions also include accrued interest and fees, recoveries of previously charged-off loan receivables held for sale, as well as proceeds from transferring our rights to charged-off receivables attributable to loan receivables held for sale. Income from loan receivables held for sale activities is recorded within interest and other revenue in the Consolidated Statements of Operations. (3) Recorded within cost of revenue in the Consolidated Statements of Operations. (4) Valuation allowance for the year ended December 31, 2021 includes a decrease in lower of cost or fair value adjustments on our Warehouse Loan Participations of $3.2 million, partially offset by lower of cost or fair value adjustments on all other loan receivables held for sale of $301 thousand. Valuation allowance for the year ended December 31, 2020 includes an increase in lower of cost or fair value adjustments on our Warehouse Loan Participations of $6.2 million and an increase in lower of cost or fair value adjustments on all other loan receivables held for sale of $109 thousand. Provision for credit losses decreased $3.3 million, and increased $1.9 million and $1.3 million during the years ended December 31, 2021, 2020 and 2019, respectively. (5) We temporarily hold certain loan receivables, which are originated by a Bank Partner, while non-originating Bank Partner eligibility is being determined. Once we determine that a loan receivable meets the investment requirements of an eligible Bank Partner, we transfer the loan receivable to the Bank Partner at cost plus any accrued interest. The reported amount also includes loan receivables that have been placed on non-accrual and non-payment status while we investigate consumer inquiries. (6) We received recovery payments of $376 thousand, $399 thousand and $50 thousand during the years ended December 31, 2021, 2020 and 2019, respectively. Recoveries of principal and finance charges and fees on previously written off loan receivables held for sale are recognized on a collected basis, and the cash proceeds received are recorded within sales, general and administrative expense in the Consolidated Statements of Operations. Accounts receivable consisted of the following as of the dates indicated. Accounts Allowance Accounts December 31, 2021 Transaction related $ 6,916 $ (150) $ 6,766 Servicing related 12,339 — 12,339 Total $ 19,255 $ (150) $ 19,105 December 31, 2020 Transaction related $ 10,533 $ (313) $ 10,220 Servicing related 11,738 — 11,738 Total $ 22,271 $ (313) $ 21,958 |
Activities associated with loan receivable sales and servicing activities | The following table presents activities associated with our loan receivable sales and servicing activities during the periods indicated. Year Ended December 31, 2021 2020 2019 Gain (loss) on sold loan receivables $ (39,543) $ (57,043) $ — Cash Flows Sales of loans $ 1,897,890 $ 875,051 $ 91,946 Servicing fees 18,187 5,978 3,901 |
Principal balances of sold loan receivables | The following tables present information about loan receivables held for sale that were transferred and qualified for sales treatment under ASC 860, and therefore are no longer recorded in our Consolidated Balance Sheets, but with which we have a continuing involvement through our servicing arrangements. As such, for sold loan receivables held for sale where servicing is the only form of continuing involvement, the Company would only experience a loss if it were required to repurchase a loan participation due to a breach in representations and warranties associated with its loan sale or servicing contracts. December 31, 2021 2020 Total principal balance $ 2,132,603 $ 1,061,634 Delinquent loans (unpaid principal balance) 49,762 29,092 Year Ended December 31, 2021 2020 2019 Net charge-offs (unpaid principal balance) $ 21,441 $ 10,573 $ 16,333 |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Receivables [Abstract] | |
Activity in the balance of loan receivables held for sale | The following table summarizes the activity in the balance of loan receivables held for sale, net at lower of cost or fair value during the periods indicated. Year Ended December 31, 2021 2020 2019 Beginning balance $ 571,415 $ 51,926 $ 2,876 Additions (1) 1,748,789 1,775,807 157,928 Proceeds from sales and borrower payments (2) (2,277,258) (1,181,867) (104,858) Loss on sale (3) (39,543) (57,043) — Decrease (increase) in valuation allowance (4) 6,209 (8,241) (1,289) Transfers (5) 3,436 344 251 Write-offs and other (6) (7,728) (9,511) (2,982) Ending balance $ 5,320 $ 571,415 $ 51,926 (1) Includes purchases of $1,622 million and $1,114 million, respectively, participations in loans through the Warehouse SPV for the years ended December 31, 2021 and 2020. (2) We retain servicing arrangements on sold loan receivables with comparable terms and conditions as loans that are not participated by our Bank Partners. Additions also include accrued interest and fees, recoveries of previously charged-off loan receivables held for sale, as well as proceeds from transferring our rights to charged-off receivables attributable to loan receivables held for sale. Income from loan receivables held for sale activities is recorded within interest and other revenue in the Consolidated Statements of Operations. (3) Recorded within cost of revenue in the Consolidated Statements of Operations. (4) Valuation allowance for the year ended December 31, 2021 includes a decrease in lower of cost or fair value adjustments on our Warehouse Loan Participations of $3.2 million, partially offset by lower of cost or fair value adjustments on all other loan receivables held for sale of $301 thousand. Valuation allowance for the year ended December 31, 2020 includes an increase in lower of cost or fair value adjustments on our Warehouse Loan Participations of $6.2 million and an increase in lower of cost or fair value adjustments on all other loan receivables held for sale of $109 thousand. Provision for credit losses decreased $3.3 million, and increased $1.9 million and $1.3 million during the years ended December 31, 2021, 2020 and 2019, respectively. (5) We temporarily hold certain loan receivables, which are originated by a Bank Partner, while non-originating Bank Partner eligibility is being determined. Once we determine that a loan receivable meets the investment requirements of an eligible Bank Partner, we transfer the loan receivable to the Bank Partner at cost plus any accrued interest. The reported amount also includes loan receivables that have been placed on non-accrual and non-payment status while we investigate consumer inquiries. (6) We received recovery payments of $376 thousand, $399 thousand and $50 thousand during the years ended December 31, 2021, 2020 and 2019, respectively. Recoveries of principal and finance charges and fees on previously written off loan receivables held for sale are recognized on a collected basis, and the cash proceeds received are recorded within sales, general and administrative expense in the Consolidated Statements of Operations. Accounts receivable consisted of the following as of the dates indicated. Accounts Allowance Accounts December 31, 2021 Transaction related $ 6,916 $ (150) $ 6,766 Servicing related 12,339 — 12,339 Total $ 19,255 $ (150) $ 19,105 December 31, 2020 Transaction related $ 10,533 $ (313) $ 10,220 Servicing related 11,738 — 11,738 Total $ 22,271 $ (313) $ 21,958 |
Schedule of balance of allowance for uncollectible amounts | The following table summarizes the activity in the balance of allowance for uncollectible amounts during the period from January 1, 2021 through December 31, 2021. December 31, 2021 Beginning balance $ (313) Provision for expected losses (35) Write-offs 201 Recoveries (3) Ending balance $ (150) |
Property, Equipment and Softw_2
Property, Equipment and Software (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, equipment and software | Depreciation and amortization are recorded on a straight-line basis over the estimated useful lives of the assets, as follows: Asset Category Estimated Useful Lives Computer hardware and software 3 years Furniture 5 years Leasehold improvements Shorter of life of asset or remaining lease term Property, equipment and software were as follows as of the dates indicated. December 31, 2021 2020 Software $ 39,061 $ 30,641 Furniture 1,428 2,680 Leasehold improvements 3,817 4,399 Computer hardware 2,663 2,690 Total property, equipment and software, at cost 46,969 40,410 Less: accumulated depreciation (5,356) (6,580) Less: accumulated amortization (18,226) (12,378) Total property, equipment and software, net $ 23,387 $ 21,452 The following table shows depreciation and amortization expense that is recorded within sales, general and administrative expense in the Consolidated Statements of Operations. Year Ended December 31, 2021 2020 2019 Depreciation expense $ 1,953 $ 2,629 $ 2,540 Amortization expense 12,092 8,701 4,764 Impairment losses — 188 — |
Schedule of estimated future amortization | The estimated future amortization of software is as follows as of the date indicated. December 31, 2021 2022 $ 11,155 2023 6,996 2024 2,684 Total $ 20,835 |
Borrowings (Tables)
Borrowings (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of key details of the term loans | Key details of the term loan are as follows: December 31, 2021 2020 Term loan, face value (1) $ 458,875 $ 463,625 Unamortized debt discount (2) (3,918) (5,153) Unamortized debt issuance costs (2) (4,307) (5,666) Term loan $ 450,650 $ 452,806 (1) The principal balance of the term loan is scheduled to be repaid on a quarterly basis at an amortization rate of 0.25% per quarter through December 31, 2024, with the balance due at maturity. For each of the next three years, principal repayments on the term loan are expected to be $4.8 million. (2) For the years ended December 31, 2021 and 2020, debt discount of $1.2 million and $1.0 million, respectively, and debt issuance costs of $1.4 million and $1.2 million, respectively, were amortized into interest expense in the Consolidated Statements of Operations. Giving effect to the amortization of debt discount and debt issuance costs on the term loan, the effective interest rates were 5.58% and 5.66% during the years ended December 31, 2021 and 2020, respectively. |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of derivative instruments in statement of financial position, fair value | The following table presents the fair values and Consolidated Balance Sheets locations of our derivative instruments as of the dates indicated. December 31, Balance Sheet Location 2021 2020 Designated as cash flow hedges Interest rate swap Other liabilities $ — $ 14,182 Not designated as hedges FCR liability Finance charge reversal liability $ 143,529 $ 185,134 Sales facilitation obligations Other liabilities 13,258 10,655 Contingent consideration receivables Other assets 14,617 — Interest rate cap Other assets 493 — |
Schedule of derivative instruments, gain (loss) | The following table presents the impacts of our derivative instruments on our Consolidated Statements of Operations for the periods indicated. Year Ended December 31, 2021 2020 2019 Not designated as hedges FCR liability – change in fair value recorded in cost of revenue $ 72,443 $ 147,018 $ 170,368 Sales facilitation obligations - change in fair value recorded in cost of revenue 2,603 10,655 — Contingent consideration receivables - change in fair value recorded in cost of revenue 14,617 — — Interest rate swap - gain (loss) reclassified into interest expense $ (12,302) $ (4,057) $ 441 Interest rate swap - change in fair value recorded in other gains (losses) 1,902 — — Interest rate swap - loss reclassified into other gains (losses) as the forecasted transaction is probable of not occurring (8,683) — — Interest rate swap - gain (loss) reclassified into income tax expense 1,386 385 (38) Interest rate cap - change in fair value recorded in cost of revenue 493 — — |
Schedule of accumulated other comprehensive income (loss) | The following table summarizes the changes in the components of accumulated other comprehensive income (loss) associated with our cash flow hedge, which exclude amounts pertaining to noncontrolling interests, for the years presented. December 31, Cash Flow Hedge 2021 2020 Accumulated other comprehensive income (loss), beginning balance $ (4,340) $ (756) Other comprehensive income (loss) before reclassifications and tax 59 (6,324) Tax (expense) benefit (11) 1,540 Other comprehensive income (loss) before reclassifications, net of tax 48 (4,784) Reclassifications out of accumulated other comprehensive income (loss), net of tax (1) 4,292 1,200 Net (increase) decrease in other comprehensive loss 4,340 (3,584) Accumulated other comprehensive income (loss), ending balance $ — $ (4,340) (1) Net of tax benefit (expense) of $1,386 thousand and $385 thousand during the years ended December 31, 2021 and 2020, respectively. |
Other Assets and Liabilities (T
Other Assets and Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of other assets | The following table details the components of other assets in the Consolidated Balance Sheets as of the dates indicated. December 31, 2021 2020 Servicing assets (1) $ 54,869 $ 30,804 Right-of-use assets (2) 11,792 8,265 Prepaid expenses (3) 8,078 8,860 Related party receivables 50 88 Contingent consideration receivables 14,617 — Other receivables and assets (4) 10,716 4,626 Other assets $ 100,122 $ 52,643 (1) We elected the fair value method to account for our servicing assets. Refer to Note 3 for additional information. (2) Right-of-use ("ROU") assets represent our right to use an underlying asset for the lease term. Refer to Note 14 for additional information. (3) Includes $1.0 million and $1.2 million of implementation costs related to a new cloud computing arrangement which is categorized as a hosting arrangement that is a service contract under ASU 2018-15 as of December 31, 2021 and 2020, respectively. Amortization for the year ended December 31, 2021 is $201 thousand and accumulated amortization as of December 31, 2021 is $209 thousand. (4) Includes $6.1 million of merchant and sponsor incentive assets that are attributed as a contra-revenue adjustment to transaction revenue as the promised goods or services are transferred to the customers over the contract terms. Amortization for the year ended December 31, 2021 was $561 thousand. |
Schedule of other liabilities | The following table details the components of other liabilities in the Consolidated Balance Sheets as of the dates indicated. December 31, 2021 2020 Transaction processing liabilities $ 34,065 $ 30,169 Servicing liabilities (1) 12,276 1,984 Distributions payable 1,570 3,136 Interest rate swap (2) — 14,182 Tax related liabilities (3) 538 691 Operating lease liabilities 13,409 10,107 Accruals and other liabilities 8,132 10,245 Sales facilitation obligations (4) 13,258 10,655 Other liabilities $ 83,248 $ 81,169 (1) We elected the fair value method to account for our servicing liabilities. Refer to Note 3 for additional information. (2) Refer to Note 3 and Note 8 for additional information on our interest rate swap. (3) Tax related liabilities primarily include certain taxes payable related to the Reorganization Transactions. (4) Changes in the fair value of the embedded derivative for loan participation commitments are recognized as a mark-to-market in cost of revenue for the period. |
Stockholders Equity (Deficit) (
Stockholders Equity (Deficit) (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Schedule of dividends declared | The following table summarizes activity associated with our non-tax distributions and payments, as well as our tax distributions during the periods indicated. Year Ended December 31, Remaining Reserved Payment (1) (in thousands) 2021 2020 2019 Non-tax distributions previously declared and paid upon vesting Credit Agreement Distributions (2) Distributions $ 1,059 $ 1,927 $ 2,787 $ 1,005 Related party payments — — 570 — Special Operating Distributions Distributions 507 914 1,304 565 Related party payments — — 258 — Tax distributions 15,180 48,200 18,549 N/A Total $ 16,746 $ 51,041 $ 23,468 $ 1,570 (1) As of December 31, 2021, all remaining portions of the non-tax distributions were recorded within other liabilities in the Consolidated Balance Sheets. |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of share-based compensation expense | The following table summarizes share-based compensation expense we recorded within compensation and benefits expense and cost of revenue in the Consolidated Statements of Operations. Year Ended December 31, 2021 2020 2019 Included within Compensation and benefits $ 14,133 $ 13,573 $ 12,882 Cost of revenue 1,527 1,334 872 |
Schedule of share-based compensation, stock options, activity | Option activity was as follows during the periods indicated: Year Ended December 31, 2021 2020 2019 Number of Weighted Number of Number of Outstanding at beginning of period 3,862,926 $ 9.70 4,181,909 8,053,292 Granted (1) — — 1,134,644 1,610,407 Exercised (2)(3) (375,903) 5.82 (539,880) (5,192,471) Forfeited (497,198) 9.24 (725,043) (258,819) Expired (4) (386,787) 10.30 (188,704) (30,500) Outstanding at end of period (5) 2,603,038 $ 10.01 3,862,926 4,181,909 Exercisable at end of period (5)(6) 1,306,879 $ 10.98 1,362,613 1,262,998 (1) No options were granted during the year ended December 31, 2021. Weighted average grant date fair value of Options granted during the years ended December 31, 2020 and 2019 was $1.73 and $3.38, respectively. (2) The total intrinsic value of Options exercised, which is defined as the amount by which the market value of the stock on the date of exercise exceeds the exercise price, during the years ended December 31, 2021, 2020 and 2019 was $0.8 million, $1.4 million and $27.7 million, respectively. (3) Employees paid $917 thousand to the Company during the year ended December 31, 2021 to exercise Options, which resulted in the issuance of 165,227 shares of Class A common stock. In addition, during this period, Options exercisable for 124,500 shares of Class A common stock were exercised by means of a cashless net exercise procedure, which resulted in the issuance of 15,907 shares of Class A common stock and for which the Company paid withholding taxes of $51 thousand. Options exercisable for 86,176 shares of Class A common stock were exercised by means of a cashless net exercise procedure by non-employee directors, which resulted in the issuance of 21,750 shares of Class A common stock. Non-employee directors paid $470 thousand to the Company during the year ended December 31, 2020 to exercise Options, which resulted in the issuance of 434,880 shares of Class A common stock. In addition, during this period, Options exercisable for 105,000 shares of Class A common stock were exercised by means of a cashless net exercise procedure, which resulted in the issuance of 15,051 shares of Class A common stock and for which the Company paid withholding taxes of $73 thousand. No amounts were paid by employees to the Company to exercise Options for the year ended December 31, 2020. Employees paid $307 thousand to the Company during the year ended December 31, 2019 to exercise Options, which resulted in the issuance of 37,497 shares of Class A common stock. In addition, during this period, Options exercisable for 5,154,964 shares of Class A common stock were exercised by means of a cashless net exercise procedure, which resulted in the issuance of 2,236,095 shares of Class A common stock and for which the Company paid withholding taxes of $12.4 million during the year ended December 31, 2019. (4) Expired Options represent vested, underwater Options that were not exercised by terminated employees as stipulated in the Option award agreements, generally within 30 days from the employment termination date. (5) The aggregate intrinsic value and weighted average remaining contractual terms of Options outstanding and Options exercisable were as follows as of the date indicated: December 31, 2021 Aggregate intrinsic value (in thousands) Options outstanding $ 7.4 Options exercisable $ 2.7 Weighted average remaining term (in years) Options outstanding 7.0 Options exercisable 6.4 |
Schedule of share-based compensation, options, grants in period, grant date intrinsic value | The aggregate intrinsic value and weighted average remaining contractual terms of Options outstanding and Options exercisable were as follows as of the date indicated: December 31, 2021 Aggregate intrinsic value (in thousands) Options outstanding $ 7.4 Options exercisable $ 2.7 Weighted average remaining term (in years) Options outstanding 7.0 Options exercisable 6.4 |
Schedule of inputs and assumptions used for valuation of options | The following inputs and assumptions were used to value the Options as of the grant dates for the years indicated. There were no Options granted in 2021. Year Ended December 31, 2020 2019 Risk-free interest rate 0.46 – 0.48% 1.50 – 2.50% Expected volatility (1) 48.28 – 48.50% 22.45 – 24.40% Expected dividend yield (2) —% —% Expected term (in months) (3) 75 75 Fair value of Options $1.72 – $1.90 $1.77 – $3.78 (1) Beginning in 2020, we estimated volatility based on historical volatility rates of GreenSky and a peer group of public payment processing companies over a period that approximates the expected term. Prior to 2020, we estimated volatility based on historical volatility rates of a peer group of public companies over a period that approximates the expected term. (2) We assumed a dividend yield of zero as we have no plans to declare dividends for the foreseeable future. (3) We determined the expected term as the midpoint between the scheduled vesting and expiration dates of the awards. We used the simplified method primarily due to having insufficient historical Option exercise experience upon which to reasonably estimate an expected term. |
Schedule of nonvested unit activity | Unvested Holdco Units activity was as follows during the years indicated: Year Ended December 31, 2021 2020 2019 Number of Holdco Units Weighted Average Grant Date Fair Value Number of Holdco Units Number of Holdco Units Unvested at beginning of period 489,486 $ 23.00 1,112,607 2,514,856 Forfeited — N/A (47,783) (301,735) Vested (1) (259,246) 23.00 (575,338) (1,100,514) Unvested at end of period 230,240 $ 23.00 489,486 1,112,607 (1) The total fair value, based on grant date fair value, of previously unvested Holdco Units that vested during the years ended December 31, 2021, 2020 and 2019 was $6.0 million, $13.2 million and $25.3 million, respectively. Unvested Class A common stock activity was as follows during the years indicated: Year Ended Year Ended Year Ended December 31, 2019 Class A common stock Weighted Average Grant Date Fair Value Class A common stock Class A common stock Unvested at beginning of period 4,956,922 $ 6.53 2,999,343 454,561 Granted (1) 2,263,300 6.74 3,473,245 2,887,905 Forfeited (2) (691,370) 6.48 (697,383) (210,845) Vested (3) (1,647,530) 6.71 (818,283) (132,278) Unvested at end of period 4,881,322 $ 6.57 4,956,922 2,999,343 (1) Weighted average grant date fair value of restricted stock awards granted during the year ended December 31, 2021, 2020 and 2019 was $6.74, $3.96 and $10.90, respectively. (2) Forfeited shares of unvested Class A common stock associated with restricted stock awards are held in our treasury stock account. Refer to Note 11 for additional information on our treasury stock. (3) The total fair value, based on grant date fair value, of previously unvested Class A common stock that vested during the years ended December 31, 2021, 2020 and 2019 was $11.1 million, $9.7 million and $2.6 million, respectively. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of components of income tax expense | Components of income tax expense consisted of the following for the years indicated: Year Ended December 31, 2021 2020 2019 Current income tax expense (benefit): Federal $ 5 $ 3 $ 5 State 7 9 10 Deferred income tax expense (benefit): Federal 12,030 2,963 4,206 State 1,838 (1,378) (11,346) Income tax expense (benefit) $ 13,880 $ 1,597 $ (7,125) |
Schedule of income tax rate reconciliation | A reconciliation of the United States statutory income tax rate to the Company's effective income tax rate is as follows for the years indicated: Year Ended December 31, 2021 2020 2019 Statutory federal tax rate 21.0 % 21.0 % 21.0 % Income attributable to noncontrolling interests and nontaxable income (12.1) (13.0) (15.2) State income taxes, net of federal benefit 1.4 1.1 0.6 State rate change impact on deferred taxes — (5.7) (13.0) Remeasurement of liability under tax receivable agreement — 1.1 2.3 Excess tax benefits related to share-based compensation — 0.9 (3.3) Other 0.2 (0.1) (0.4) Effective income tax rate 10.5 % 5.3 % (8.0) % |
Schedule of deferred tax assets and liabilities | Details of the Company’s deferred tax assets and liabilities are as follows as of the dates indicated: December 31, 2021 2020 Deferred tax assets: Investment in partnership $ 454,133 $ 366,889 Net operating loss carryforwards and tax credits 33,038 19,622 Other 1,216 1,440 Total 488,387 387,951 Valuation allowance — — Total deferred tax assets 488,387 387,951 Total deferred tax liabilities — — Deferred tax assets, net $ 488,387 $ 387,951 |
Summary of unrecognized tax benefits | A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows for the years indicated. Year Ended December 31, 2021 2020 Beginning balance $ 98 $ 54 Increase related to current year tax positions 39 44 Decrease related to current year tax positions — — Ending balance $ 137 $ 98 |
Commitments, Contingencies an_2
Commitments, Contingencies and Guarantees (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of supplemental cash flow and noncash information | Supplemental cash flow and noncash information related to our operating leases were as follows for the years indicated. Year Ended December 31, 2021 2020 Cash paid for amounts included in the measurement of operating lease liabilities Operating cash flows from operating leases $ 4,159 $ 4,765 Noncash operating lease ROU assets obtained in exchange for operating lease liabilities Resulting from new or modified leases 7,888 9 |
Schedule of supplemental balance sheet information | Supplemental balance sheet information related to our operating leases was as follows as of the dates indicated. December 31, 2021 2020 Operating lease ROU assets $ 11,792 $ 8,265 Operating lease liabilities 13,409 10,107 Weighted average remaining lease term (in years) 6.4 2.4 Weighted average discount rate 5.6 % 5.8 % |
Schedule of operating lease liability, maturity | The following table provides a reconciliation of the total undiscounted cash flows related to our future lease obligations recorded in other liabilities in the Consolidated Balance Sheets in accordance with ASC 842: December 31, 2021 2022 $ 3,813 2023 2,661 2024 2,009 2025 2,065 2026 2,123 Thereafter 5,883 Total lease payments $ 18,554 Less: imputed interest (5,145) Operating lease liabilities $ 13,409 |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of variable interest entities | The following table presents the balances related to GS Holdings, inclusive of the Warehouse SPV, that are included in the Consolidated Balance Sheets as of the dates indicated, inclusive of GreenSky, Inc.'s interest in the variable interest entity. December 31, 2021 2020 Assets Cash and cash equivalents $ 258,309 $ 116,231 Restricted cash 256,034 319,879 Loan receivables held for sale, net 5,320 571,415 Accounts receivable, net 19,105 21,958 Property, equipment and software, net 23,387 21,452 Other assets 99,809 51,965 Total assets (1) $ 661,964 $ 1,102,900 Liabilities and Members Equity (Deficit) Liabilities Accounts payable $ 11,748 $ 15,418 Accrued compensation and benefits 3,505 13,666 Other accrued expenses 17,050 5,207 Finance charge reversal liability 143,529 185,134 Term loan 450,650 452,806 Warehouse facility — 502,830 Financial guarantee liability 104,091 131,894 Other liabilities 82,927 80,478 Total liabilities (2) $ 813,500 $ 1,387,433 Members Equity (Deficit) Equity (deficit) attributable to Continuing LLC Members (77,209) (169,484) Equity (deficit) attributable to GreenSky, Inc. (74,327) (115,049) Total members equity (deficit) (151,536) (284,533) Total liabilities and members equity (deficit) $ 661,964 $ 1,102,900 (1) Includes $12.5 million and $600.8 million of assets held by the Warehouse SPV variable interest entity as of December 31, 2021 and 2020, respectively. (2) Includes $2.6 million and $503.9 million of liabilities held by the Warehouse SPV variable interest entity as of December 31, 2021 and 2020, respectively. The following table reflects the impact of consolidation of GS Holdings, inclusive of the Warehouse SPV, into the Consolidated Statements of Operations for the years indicated. Year Ended December 31, 2021 2020 2019 Total revenue $ 518,074 $ 525,649 $ 532,622 Total costs and expenses 356,872 473,109 414,366 Operating profit 161,202 52,540 118,256 Total other income (expense), net (29,508) (20,985) (19,600) Net income $ 131,694 $ 31,555 $ 98,656 The following table reflects the cash flow impact of GS Holdings, inclusive of the Warehouse SPV, on the Consolidated Statements of Cash Flows for the years indicated. Year Ended December 31, 2021 2020 2019 Net cash provided by/(used in) operating activities $ 630,901 $ (468,101) $ 153,327 Net cash used in investing activities (15,602) (14,567) (15,381) Net cash provided by/(used in) financing activities (537,066) 490,967 (159,608) Net increase in cash and cash equivalents and restricted cash 78,233 8,299 (21,662) Cash and cash equivalents and restricted cash at beginning of period 436,110 427,811 449,473 Cash and cash equivalents and restricted cash at end of period $ 514,343 $ 436,110 $ 427,811 |
Quarterly Consolidated Result_2
Quarterly Consolidated Results of Operations Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly financial information | Year Ended December 31, 2021 First Quarter Second Quarter Third Quarter Fourth Quarter Total Total revenue $ 125,172 $ 136,518 $ 128,149 $ 128,235 $ 518,074 Cost of revenue (exclusive of depreciation and amortization) 63,997 43,935 33,867 57,105 198,904 Total costs and expenses 105,456 79,314 78,755 93,347 356,872 Operating profit 19,716 57,204 49,394 34,888 161,202 Total other income (expense), net (5,719) (5,911) (5,249) (12,629) (29,508) Income before income tax expense (benefit) 13,997 51,293 44,145 22,259 131,694 Net income 12,125 46,711 39,777 19,201 117,814 Less: Net income attributable to noncontrolling interests 8,327 30,381 25,388 11,574 75,670 Net income attributable to GreenSky, Inc. 3,798 16,330 14,389 7,627 42,144 Earnings per share of Class A common stock: Basic (1) $ 0.05 $ 0.23 $ 0.19 $ 0.09 $ 0.55 Diluted (1) $ 0.05 $ 0.22 $ 0.19 $ 0.09 $ 0.55 (1) Total annual results may not agree to the sum of individual quarterly results due to rounding. Year Ended December 31, 2020 First Quarter Second Quarter Third Quarter Fourth Quarter Total Total revenue $ 121,857 $ 132,962 $ 142,023 $ 128,807 $ 525,649 Cost of revenue (exclusive of depreciation and amortization) 72,305 65,377 92,728 78,872 309,282 Total costs and expenses 129,649 113,292 132,807 97,361 473,109 Operating profit (7,792) 19,670 9,216 31,446 52,540 Total other income (expense), net (4,022) (4,818) (6,208) (7,233) (22,281) Income before income tax expense (benefit) (11,814) 14,852 3,008 24,213 30,259 Net income (10,919) 13,355 2,811 23,415 28,662 Less: Net income attributable to noncontrolling interests (7,585) 9,222 1,850 15,210 18,697 Net income attributable to GreenSky, Inc. (3,334) 4,133 961 8,205 9,965 Earnings per share of Class A common stock: Basic (1) $ 0.05 $ 0.06 $ 0.01 $ 0.11 $ 0.15 Diluted (1) $ 0.05 $ 0.06 $ 0.01 $ 0.11 $ 0.14 (1) Total annual results may not agree to the sum of individual quarterly results due to rounding. |
Organization, Summary of Sign_4
Organization, Summary of Significant Accounting Policies and New Accounting Standards - Narrative (Details) | May 24, 2018 | Dec. 31, 2021USD ($)$ / shares | Dec. 31, 2020USD ($)$ / shares | Dec. 31, 2019USD ($) | May 23, 2018$ / shares | Aug. 24, 2017 |
Subsidiary, Sale of Stock [Line Items] | ||||||
Weighted average ownership interest (as a percent) | 43.10% | 38.30% | ||||
Participating interest in loans receivable held for sale | 100.00% | |||||
Volume-based rebates for merchants and sponsors | $ 20,400,000 | $ 14,200,000 | $ 14,800,000 | |||
Remaining performance obligations | 0 | |||||
Capitalized contract cost | 0 | 0 | ||||
Contract asset | 0 | 0 | ||||
Contract liability | 0 | 0 | ||||
Bad debt expense | $ 35,000 | $ 644,000 | $ 950,000 | |||
Exchange of Holdco Units for Class A common stock pursuant to the Exchange Agreement | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Exchange ratio | 1 | 1 | ||||
Class B common stock | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Common stock par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||
GreenSky, LLC | GS Holdings | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Economic interest (as a percent) | 100.00% | |||||
GS Holdings | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Economic interest (as a percent) | 62.30% | 42.00% | ||||
Weighted average ownership interest (as a percent) | 43.10% | 38.30% |
Organization, Summary of Sign_5
Organization, Summary of Significant Accounting Policies and New Accounting Standards - Cash and restricted cash (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Cash and cash equivalents | $ 296,406 | $ 147,775 | $ 195,760 | |
Restricted cash | 256,034 | 319,879 | 250,081 | |
Cash and cash equivalents and restricted cash in Consolidated Statements of Cash Flows | $ 552,440 | $ 467,654 | $ 445,841 | $ 458,499 |
Organization, Summary of Sign_6
Organization, Summary of Significant Accounting Policies and New Accounting Standards - Estimated useful life (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Computer hardware and software | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Lives | 3 years |
Furniture | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Lives | 5 years |
Organization, Summary of Sign_7
Organization, Summary of Significant Accounting Policies and New Accounting Standards - Revenue disaggregated by type of service (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||||||||||
Interest income | $ 14,074 | $ 17,049 | $ 2,977 | ||||||||
Other | 1 | 8 | 44 | ||||||||
Interest and other | 14,075 | 17,057 | 3,021 | ||||||||
Total revenue | $ 128,235 | $ 128,149 | $ 136,518 | $ 125,172 | $ 128,807 | $ 142,023 | $ 132,962 | $ 121,857 | 518,074 | 525,649 | 532,622 |
Transaction fees | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 379,766 | 393,137 | 405,905 | ||||||||
Merchant fees | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 363,438 | 363,216 | 361,755 | ||||||||
Interchange fees | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 16,328 | 29,921 | 44,150 | ||||||||
Servicing | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 124,233 | 115,455 | $ 123,696 | ||||||||
Increase (decrease) in servicing assets | $ 12,500 | $ 300 |
Earnings per Share (Details)
Earnings per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator: | |||||||||||
Income before income tax expense | $ 22,259 | $ 44,145 | $ 51,293 | $ 13,997 | $ 24,213 | $ 3,008 | $ 14,852 | $ (11,814) | $ 131,694 | $ 30,259 | $ 88,848 |
Less: Net income attributable to noncontrolling interests | 75,670 | 18,697 | 63,993 | ||||||||
Less: Income tax expense (benefit) | 13,880 | 1,597 | (7,125) | ||||||||
Net income attributable to GreenSky, Inc. – basic | 42,144 | 9,965 | 31,980 | ||||||||
Add: Reallocation of net income attributable to noncontrolling interests from the assumed exchange of Holdco Units for Class A common stock | 75,670 | 18,697 | 63,993 | ||||||||
Less: Income tax expense on reallocation of net income attributable to noncontrolling interests | 17,990 | 4,565 | 8,189 | ||||||||
Net income attributable to GreenSky, Inc. – diluted | $ 99,824 | $ 24,097 | $ 87,784 | ||||||||
Denominator: | |||||||||||
Weighted average shares of Class A common stock outstanding - basic (in shares) | 76,860,802 | 67,553,999 | 61,091,514 | ||||||||
Add: Dilutive effects, as shown separately below | |||||||||||
Holdco warrants exchangeable for Class A common stock (in shares) | 0 | 0 | 82,008 | ||||||||
Weighted average shares of Class A common stock outstanding - diluted (in shares) | 180,762,791 | 177,750,838 | 179,448,045 | ||||||||
Earnings per share of Class A common stock outstanding - basic (in dollars per share) | $ 0.09 | $ 0.19 | $ 0.23 | $ 0.05 | $ 0.11 | $ 0.01 | $ 0.06 | $ 0.05 | $ 0.55 | $ 0.15 | $ 0.52 |
Earnings per share of Class A common stock outstanding - diluted (in dollars per share) | $ 0.09 | $ 0.19 | $ 0.22 | $ 0.05 | $ 0.11 | $ 0.01 | $ 0.06 | $ 0.05 | $ 0.55 | $ 0.14 | $ 0.49 |
Effective income tax including noncontrolling interest (as a percent) | 24.20% | 20.40% | 1.20% | ||||||||
HoldCo Units | |||||||||||
Add: Dilutive effects, as shown separately below | |||||||||||
Holdco Units that are exchangeable for Class A common stock (in shares) | 101,610,495 | 109,221,484 | 116,223,055 | ||||||||
Class A common stock | |||||||||||
Add: Dilutive effects, as shown separately below | |||||||||||
Dilutive effect of share based compensation awards (in shares) | 308,959 | 332,420 | 1,876,876 | ||||||||
Excluded from diluted earnings per share, as their inclusion would have been anti-dilutive (in shares) | 1,349,509 | 3,841,138 | 3,289,299 | ||||||||
Unvested Class A stock awards | |||||||||||
Add: Dilutive effects, as shown separately below | |||||||||||
Dilutive effect of share based compensation awards (in shares) | 1,982,535 | 642,935 | 174,592 | ||||||||
Excluded from diluted earnings per share, as their inclusion would have been anti-dilutive (in shares) | 1,500 | 2,123,280 | 2,040,965 | ||||||||
Unvested HoldCo Units | |||||||||||
Add: Dilutive effects, as shown separately below | |||||||||||
Excluded from diluted earnings per share, as their inclusion would have been anti-dilutive (in shares) | 0 | 389,945 | 510,878 |
Fair Value of Assets and Liab_3
Fair Value of Assets and Liabilities - Carrying amounts and estimated fair values of assets and liabilities measured at fair value on a recurring or nonrecurring basis (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Assets: | |||
Cash and cash equivalents | $ 296,406 | $ 147,775 | $ 195,760 |
Contingent consideration receivables | 14,617 | 0 | |
Liabilities: | |||
Finance charge reversal liability | 143,529 | 185,134 | |
Interest rate swap | 0 | 14,182 | |
Sales facilitation obligations | 13,258 | 10,655 | |
Carrying Value | Measured at fair value on a recurring basis | Level 1 | |||
Assets: | |||
Cash and cash equivalents | 296,406 | 147,775 | |
Carrying Value | Measured at fair value on a recurring basis | Level 3 | |||
Assets: | |||
Servicing assets | 54,869 | 30,804 | |
Contingent consideration receivables | 14,617 | 0 | |
Liabilities: | |||
Finance charge reversal liability | 143,529 | 185,134 | |
Servicing liability | 12,276 | 1,984 | |
Carrying Value | Measured at fair value on a nonrecurring basis | Level 2 | |||
Assets: | |||
Loan receivables held for sale, net | 5,320 | 571,415 | |
Interest rate cap | 493 | 0 | |
Liabilities: | |||
Term loan | 450,650 | 452,806 | |
Interest rate swap | 0 | 14,182 | |
Sales facilitation obligations | 13,258 | 10,655 | |
Fair Value | |||
Assets: | |||
Contingent consideration receivables | 14,600 | ||
Fair Value | Measured at fair value on a recurring basis | Level 1 | |||
Assets: | |||
Cash and cash equivalents | 296,406 | 147,775 | |
Fair Value | Measured at fair value on a recurring basis | Level 3 | |||
Assets: | |||
Servicing assets | 54,869 | 30,804 | |
Contingent consideration receivables | 14,617 | 0 | |
Liabilities: | |||
Finance charge reversal liability | 143,529 | 185,134 | |
Servicing liability | 12,276 | 1,984 | |
Sales facilitation obligations | 13,300 | 10,700 | |
Fair Value | Measured at fair value on a nonrecurring basis | Level 2 | |||
Assets: | |||
Loan receivables held for sale, net | 5,901 | 575,279 | |
Interest rate cap | 493 | 0 | |
Liabilities: | |||
Term loan | 458,413 | 452,408 | |
Interest rate swap | 0 | 14,182 | |
Sales facilitation obligations | $ 13,258 | $ 10,655 |
Fair Value of Assets and Liab_4
Fair Value of Assets and Liabilities - Narrative (Details) - USD ($) | Jun. 30, 2019 | Jun. 30, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 31, 2021 | May 31, 2020 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Servicing fees | $ 111,800,000 | $ 115,100,000 | $ 93,200,000 | ||||
Period after which collection efforts will cease | 5 years | ||||||
Contingent consideration receivables | $ 14,617,000 | 0 | |||||
Contingent consideration receivables beneficial interest | 25,700,000 | ||||||
Amount recovered on transferred charged-off receivables | 20,200,000 | 23,000,000 | $ 22,200,000 | ||||
Sales facilitation obligations | 13,258,000 | 10,655,000 | |||||
Interest rate swap | Cash flow hedging | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Derivative, notional amount | $ 350,000,000 | $ 350,000,000 | |||||
Fixed interest rate | 1.80% | 1.80% | |||||
Derivative contract term | 4 years | 4 years | |||||
VIE | Warehouse SPV | Revolving credit facility | Warehouse credit agreement | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Maximum borrowing capacity | $ 300,000,000 | ||||||
VIE | Warehouse SPV | Revolving credit facility | Warehouse credit agreement | Amended warehouse facility | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Maximum borrowing capacity | 555,000,000 | $ 555,000,000 | $ 300,000,000 | ||||
VIE | Warehouse SPV | Interest rate cap | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Derivative, notional amount | 555,000,000 | $ 555,000,000 | |||||
Fixed interest rate | 2.50% | ||||||
Fair Value | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Contingent consideration receivables | 14,600,000 | ||||||
Fair Value | Level 3 | Measured at fair value on a recurring basis | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Contingent consideration receivables | 14,617,000 | 0 | |||||
Sales facilitation obligations | 13,300,000 | 10,700,000 | |||||
Aggregate fair value of collateral | 625,000,000 | 476,600,000 | |||||
Decrease in fair value | $ 2,600,000 | $ 10,700,000 |
Fair Value of Assets and Liab_5
Fair Value of Assets and Liabilities - Servicing assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Servicing Asset at Fair Value, Amount [Roll Forward] | |||
Beginning balance | $ 30,804 | ||
Ending balance | 54,869 | $ 30,804 | |
Bank partner loans | |||
Servicing Asset at Fair Value, Amount [Roll Forward] | |||
Beginning balance | 30,804 | 30,459 | $ 0 |
Additions, net | 46,833 | 1,897 | 5,975 |
Changes in fair value | (22,768) | (1,552) | 24,484 |
Ending balance | 54,869 | 30,804 | $ 30,459 |
Contingent consideration receivables | |||
Servicing Asset at Fair Value, Amount [Roll Forward] | |||
Beginning balance | 0 | ||
Additions, net | 12,922 | ||
Receipts | 0 | ||
Changes in fair value | 1,695 | ||
Ending balance | $ 14,617 | $ 0 |
Fair Value of Assets and Liab_6
Fair Value of Assets and Liabilities - Servicing liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Servicing Liability at Fair Value, Amount | |||
Beginning balance | $ 1,984 | $ 3,796 | $ 3,016 |
Additions, net | (180) | 0 | 2,705 |
Changes in fair value | 10,472 | (1,812) | (1,925) |
Ending balance | 12,276 | 1,984 | 3,796 |
Charged-Off Receivables | |||
Servicing Liability at Fair Value, Amount | |||
Beginning balance | 2,000 | 3,800 | |
Changes in fair value | 1,300 | 1,800 | 1,900 |
Ending balance | $ 663 | $ 2,000 | $ 3,800 |
Fair Value of Assets and Liab_7
Fair Value of Assets and Liabilities - Unobservable inputs (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Servicing Liabilities at Fair Value [Line Items] | ||
Discount rate | 18.00% | 18.00% |
Minimum | ||
Servicing Liabilities at Fair Value [Line Items] | ||
Cost of servicing (basis points) | 6250.00% | 5750.00% |
Weighted average remaining life (years) | 2 years 8 months 12 days | 2 years 3 months 18 days |
Recovery period (years) | 9 months 18 days | 1 year 7 months 6 days |
Maximum | ||
Servicing Liabilities at Fair Value [Line Items] | ||
Cost of servicing (basis points) | 8820.00% | 10800.00% |
Weighted average remaining life (years) | 7 years 3 months 18 days | 5 years 9 months 18 days |
Recovery period (years) | 2 years 10 months 24 days | 3 years 10 months 24 days |
Weighted Average | ||
Servicing Liabilities at Fair Value [Line Items] | ||
Cost of servicing (basis points) | 0.778% | 0.95% |
Discount rate | 18.00% | 18.00% |
Weighted average remaining life (years) | 6 years 6 months | 2 years 3 months 18 days |
Recovery period (years) | 2 years 2 months 12 days | 3 years 1 month 6 days |
Fair Value of Assets and Liab_8
Fair Value of Assets and Liabilities - Significant unobservable inputs used to value Level 3 FCR liability (Details) | Dec. 31, 2021 | Dec. 31, 2020 |
Discount rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Contingent consideration receivables | 0.15 | |
FCR liability | 0.036 | 0.035 |
Minimum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Settlement period (years) | 1 year 9 months 18 days | |
Minimum | Reversal rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
FCR liability | 590 | 0.648 |
Maximum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Settlement period (years) | 6 years | |
Maximum | Reversal rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
FCR liability | 1,000 | 1 |
Weighted Average | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Settlement period (years) | 5 years | |
Weighted Average | Reversal rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
FCR liability | 0.902 | 0.892 |
Weighted Average | Discount rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Contingent consideration receivables | 0.15 | |
FCR liability | 0.036 | 0.035 |
Fair Value of Assets and Liab_9
Fair Value of Assets and Liabilities - Charged-Off Receivable transfers (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Transfer of Financial Assets Accounted for as Sales [Line Items] | |
Aggregate Unpaid Balance | $ 225,542 |
Proceeds | 29,502 |
Bank Partner loans | |
Transfer of Financial Assets Accounted for as Sales [Line Items] | |
Aggregate Unpaid Balance | 223,024 |
Proceeds | 29,190 |
Loan receivables held for sale | |
Transfer of Financial Assets Accounted for as Sales [Line Items] | |
Aggregate Unpaid Balance | 2,518 |
Proceeds | $ 312 |
Fair Value of Assets and Lia_10
Fair Value of Assets and Liabilities - Reconciliation of the beginning and ending fair value measurements of FCR Liability (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Warehouse SPV | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation | |||
Billed finance charges not yet collected | $ 20,100 | $ 28,800 | |
Finance charge reversals | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation | |||
Beginning balance | 185,134 | 206,035 | $ 138,589 |
Receipts | 223,650 | 215,049 | 159,527 |
Settlements | (337,698) | (382,968) | (262,449) |
Fair value change in FCR liability | 72,443 | 147,018 | 170,368 |
Ending balance | $ 143,529 | $ 185,134 | $ 206,035 |
Loan Receivables Held for Sal_2
Loan Receivables Held for Sale - Activity in the balance of loan receivables held for sale (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Loans Receivable Held-for-sale, Net, Reconciliation to Cash Flow | |||
Beginning balance | $ 571,415 | $ 51,926 | $ 2,876 |
Additions | 1,748,789 | 1,775,807 | 157,928 |
Proceeds from sales and customer payments | (2,277,258) | (1,181,867) | (104,858) |
Loss on sale | (39,543) | (57,043) | 0 |
Decrease (increase) in valuation allowance | 6,209 | (8,241) | (1,289) |
Transfers | 3,436 | 344 | 251 |
Write-offs and other | (7,728) | (9,511) | (2,982) |
Ending balance | 5,320 | 571,415 | 51,926 |
Valuation allowance increase (decrease) | (3,300) | 1,900 | 1,300 |
Recovery payments received | 376 | 399 | $ 50 |
All other loan receivables held for sale | |||
Loans Receivable Held-for-sale, Net, Reconciliation to Cash Flow | |||
Mark to market on loan receivables held for sale | 301 | (109) | |
VIE | Warehouse SPV | |||
Loans Receivable Held-for-sale, Net, Reconciliation to Cash Flow | |||
Additions | 1,622,000 | 1,114,000 | |
Mark to market on loan receivables held for sale | $ (3,200) | $ (6,200) |
Loan Receivables Held for Sal_3
Loan Receivables Held for Sale - Activities associated with loan receivable sales and servicing activities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Receivables [Abstract] | |||
Gain (loss) on sold loan receivables | $ (39,543) | $ (57,043) | $ 0 |
Cash Flows | |||
Sales of loans | 1,897,890 | 875,051 | 91,946 |
Servicing fees | $ 18,187 | $ 5,978 | $ 3,901 |
Loan Receivables Held for Sal_4
Loan Receivables Held for Sale - Principal balances of sold loan receivables (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Dec. 31, 2021 | Nov. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Qualitative and Quantitative Information, Transferor's Continuing Involvement [Line Items] | |||||
Proceeds from sales and borrower payments | $ 2,277,258,000 | $ 1,181,867,000 | $ 104,858,000 | ||
Bank partner loans | |||||
Qualitative and Quantitative Information, Transferor's Continuing Involvement [Line Items] | |||||
Total principal balance | $ 2,132,603,000 | 2,132,603,000 | 1,061,634,000 | ||
Delinquent loans (unpaid principal balance) | 49,762,000 | 49,762,000 | 29,092,000 | ||
Net charge-offs (unpaid principal balance) | $ 21,441,000 | $ 10,573,000 | $ 16,333,000 | ||
Goldman | Merger Agreement | |||||
Qualitative and Quantitative Information, Transferor's Continuing Involvement [Line Items] | |||||
Forward flow loan participations (up to) | $ 800,000,000 | ||||
Forward flow loan participations merger termination (up to) | $ 1,000,000,000 | ||||
Proceeds from sales and borrower payments | $ 226,200,000 |
Accounts Receivable - Activity
Accounts Receivable - Activity in Balance of Loan Receivables Held for Sale (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts Receivable, Gross | $ 19,255 | $ 22,271 |
Allowance for Uncollectible Amounts | (150) | (313) |
Accounts Receivable, Net | 19,105 | 21,958 |
Transaction related | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts Receivable, Gross | 6,916 | 10,533 |
Allowance for Uncollectible Amounts | (150) | (313) |
Accounts Receivable, Net | 6,766 | 10,220 |
Servicing related | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts Receivable, Gross | 12,339 | 11,738 |
Allowance for Uncollectible Amounts | 0 | 0 |
Accounts Receivable, Net | $ 12,339 | $ 11,738 |
Accounts Receivable - Schedule
Accounts Receivable - Schedule of Balance of Allowance for Uncollectible Amounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Contract with Customer, Asset, Allowance for Credit Loss [Roll Forward] | |||
Beginning balance | $ (313) | ||
Provision for expected losses | (35) | $ (644) | $ (950) |
Write-offs | 201 | ||
Recoveries | (3) | ||
Ending balance | $ (150) | $ (313) |
Property, Equipment and Softw_3
Property, Equipment and Software - Schedule of property, equipment and software (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Total property, equipment and software, at cost | $ 46,969 | $ 40,410 |
Less: accumulated depreciation | (5,356) | (6,580) |
Less: accumulated amortization | (18,226) | (12,378) |
Total property, equipment and software, net | 23,387 | 21,452 |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Total property, equipment and software, at cost | 39,061 | 30,641 |
Furniture | ||
Property, Plant and Equipment [Line Items] | ||
Total property, equipment and software, at cost | 1,428 | 2,680 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property, equipment and software, at cost | 3,817 | 4,399 |
Computer hardware | ||
Property, Plant and Equipment [Line Items] | ||
Total property, equipment and software, at cost | $ 2,663 | $ 2,690 |
Property, Equipment and Softw_4
Property, Equipment and Software - Schedule of depreciation, depletion and amortization (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expense | $ 1,953 | $ 2,629 | $ 2,540 |
Amortization expense | 12,092 | 8,701 | 4,764 |
Impairment losses | $ 0 | $ 188 | $ 0 |
Property, Equipment and Softw_5
Property, Equipment and Software - Schedule of future amortization expense (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Property, Plant and Equipment [Abstract] | |
2022 | $ 11,155 |
2023 | 6,996 |
2024 | 2,684 |
Total | $ 20,835 |
Borrowings - Narrative (Details
Borrowings - Narrative (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||
Jun. 30, 2020 | May 30, 2020 | Mar. 31, 2018 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 31, 2021 | May 31, 2020 | Jun. 30, 2019 | Aug. 31, 2017 | |
Debt Instrument [Line Items] | ||||||||||
Borrowings under the credit facility | $ 0 | $ 502,830,000 | ||||||||
Amortization of debt related costs | 7,377,000 | 2,549,000 | $ 1,675,000 | |||||||
Interest rate swap | Cash flow hedging | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Derivative, notional amount | $ 350,000,000 | |||||||||
Interest rate cap | Warehouse SPV | VIE | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Derivative, notional amount | 555,000,000 | $ 555,000,000 | ||||||||
Term loan | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Amortization of debt related costs | 1,400,000 | 1,200,000 | ||||||||
Revolving credit facility | Warehouse SPV | VIE | Warehouse credit agreement | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum borrowing capacity | $ 300,000,000 | |||||||||
Additional financing | 200,000,000 | |||||||||
Term of credit facility | 1 year | |||||||||
Upfront fees | 1,600,000 | 500,000 | ||||||||
Revolving credit facility | 3-month LIBOR | Warehouse SPV | VIE | Warehouse credit agreement | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Margin (as a percent) | 0.50% | |||||||||
Credit Agreement | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum borrowing capacity | $ 450,000,000 | |||||||||
Original term loan | Term loan | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Term loan | 350,000,000 | |||||||||
Original revolving loan facility | Revolving credit facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum borrowing capacity | $ 100,000,000 | $ 100,000,000 | ||||||||
Amended Credit Agreement | ||||||||||
Debt Instrument [Line Items] | ||||||||||
First lien net leverage ratio for any measurement date at which the principal amounts of outstanding revolving loans and letters of credit exceed 25% of the aggregate principal amount of the revolving loan facility | 3.50 | |||||||||
Modified term loan | Term loan | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Term loan | $ 400,000,000 | |||||||||
2018 Amended Credit Agreement | Revolving credit facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Threshold first lien net leverage ratio | 1.50 | |||||||||
Reduced interest margin (as a percent) | 0.375% | |||||||||
Borrowings under the credit facility | 0 | 0 | ||||||||
Per annum unused commitment fee (as a percent) | 0.50% | |||||||||
Commitment fees within interest expense | 506,000 | 482,000 | $ 348,000 | |||||||
2018 Amended Credit Agreement | Revolving credit facility | Base rate loans | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Margin (as a percent) | 2.00% | |||||||||
Reduced interest margin (as a percent) | 2.25% | |||||||||
2018 Amended Credit Agreement | Revolving credit facility | LIBOR | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Margin (as a percent) | 3.00% | |||||||||
Reduced interest margin (as a percent) | 3.25% | |||||||||
2018 Amended Credit Agreement | Letter of credit | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum borrowing capacity | $ 10,000,000 | |||||||||
Borrowings under the credit facility | 0 | |||||||||
Aggregate amount available | 10,000,000 | |||||||||
2020 Amended Credit Agreement | Term loan | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Term loan | $ 75,000,000 | |||||||||
Unamortized discount | 3,000,000 | |||||||||
Third party costs | 1,500,000 | |||||||||
Proceeds issuance | $ 70,500,000 | |||||||||
2020 Amended Credit Agreement | Term loan | LIBOR | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Margin (as a percent) | 4.50% | |||||||||
2020 Amended Credit Agreement | Term loan | LIBOR Floor | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Margin (as a percent) | 1.00% | |||||||||
Amended warehouse facility | Revolving credit facility | Warehouse SPV | VIE | Warehouse credit agreement | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum borrowing capacity | 555,000,000 | $ 555,000,000 | $ 300,000,000 | |||||||
Borrowings under the credit facility | 0 | |||||||||
Commitment fees within interest expense | 1,900,000 | |||||||||
Amortization of debt related costs | $ 785,000 | 358,000 | ||||||||
Class A commitment | Revolving credit facility | Warehouse SPV | VIE | Warehouse credit agreement | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum borrowing capacity | 500,000,000 | |||||||||
Class B commitment | Revolving credit facility | Warehouse SPV | VIE | Warehouse credit agreement | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum borrowing capacity | $ 55,000,000 |
Borrowings - Schedule of term l
Borrowings - Schedule of term loans (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | |||
Principal repayments expected to be made in year two | $ 4,800 | ||
Principal repayments expected to be made in year three | 4,800 | ||
Amortization of debt issuance costs | 7,377 | $ 2,549 | $ 1,675 |
Term loan | |||
Debt Instrument [Line Items] | |||
Term loan, face value | 458,875 | 463,625 | |
Unamortized debt discount | (3,918) | (5,153) | |
Unamortized debt issuance costs | (4,307) | (5,666) | |
Term loan | 450,650 | 452,806 | |
Amortization of debt discount | 1,200 | 1,000 | |
Amortization of debt issuance costs | $ 1,400 | $ 1,200 | |
Effective interest rate percentage | 5.58% | 5.66% | |
Term loan | Original term loan | |||
Debt Instrument [Line Items] | |||
Quarterly amortization rate | 0.25% | ||
Term loan | Modified term loan | |||
Debt Instrument [Line Items] | |||
Principal repayments expected to be made in the next year | $ 4,800 |
Derivative Instruments - Narrat
Derivative Instruments - Narrative (Details) - USD ($) | Jun. 30, 2019 | Jun. 30, 2019 | Dec. 31, 2021 | Jan. 31, 2021 | Dec. 31, 2020 |
Derivative [Line Items] | |||||
Contingent consideration receivables | $ 14,617,000 | $ 0 | |||
Minimum | |||||
Derivative [Line Items] | |||||
Contingent consideration receivables | 0 | ||||
Interest rate cap | VIE | Warehouse SPV | |||||
Derivative [Line Items] | |||||
Derivative, notional amount | $ 555,000,000 | $ 555,000,000 | |||
Fixed interest rate | 2.50% | ||||
Cash flow hedging | Interest rate swap | |||||
Derivative [Line Items] | |||||
Derivative, notional amount | $ 350,000,000 | $ 350,000,000 | |||
Derivative contract term | 4 years | 4 years | |||
Fixed interest rate | 1.80% | 1.80% |
Derivative Instruments - Deriva
Derivative Instruments - Derivative Instruments on our Consolidated Financial Statements (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Derivative liability | $ 0 | $ 14,182 | |
Interest rate swap | Not designated as hedges | Interest expense | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Interest rate swap - gain (loss) reclassified into interest expense | (12,302) | (4,057) | $ 441 |
Interest rate swap | Not designated as hedges | Other gains, net | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Interest rate swap - gain (loss) reclassified into interest expense | 1,902 | 0 | 0 |
Interest rate swap - loss reclassified into other gains (losses) as the forecasted transaction is probable of not occurring | (8,683) | 0 | 0 |
Interest rate swap | Not designated as hedges | Income tax expense | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Interest rate swap - gain (loss) reclassified into income tax expense | 1,386 | 385 | (38) |
Interest rate swap | Other liabilities | Designated as cash flow hedges | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Derivative liability | 0 | 14,182 | |
FCR liability | Not designated as hedges | Cost of revenue | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Change in fair value recorded in cost of revenue | 72,443 | 147,018 | 170,368 |
FCR liability | Finance charge reversal liability | Not designated as hedges | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Derivative liability | 143,529 | 185,134 | |
Sales facilitation obligations | Not designated as hedges | Cost of revenue | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Change in fair value recorded in cost of revenue | 2,603 | 10,655 | 0 |
Sales facilitation obligations | Other liabilities | Not designated as hedges | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Derivative liability | 13,258 | 10,655 | |
Contingent consideration receivables | Not designated as hedges | Cost of revenue | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Change in fair value recorded in cost of revenue | 14,617 | 0 | 0 |
Contingent consideration receivables | Other assets | Not designated as hedges | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Derivative asset | 14,617 | 0 | |
Interest rate cap | Not designated as hedges | Cost of revenue | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Change in fair value recorded in cost of revenue | 493 | 0 | $ 0 |
Interest rate cap | Other assets | Not designated as hedges | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Derivative asset | $ 493 | $ 0 |
Derivative Instruments - Change
Derivative Instruments - Changes in Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||
Net tax benefit (expense) | $ 1,386 | $ 385 |
Accumulated Other Comprehensive Income (Loss) | ||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||
Accumulated other comprehensive income (loss), beginning balance | (4,340) | (756) |
Accumulated other comprehensive income (loss), ending balance | 0 | (4,340) |
Cash Flow Hedge | ||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||
Other comprehensive income (loss) before reclassifications and tax | 59 | (6,324) |
Tax (expense) benefit | (11) | 1,540 |
Other comprehensive income (loss) before reclassifications, net of tax | 48 | (4,784) |
Reclassifications out of accumulated other comprehensive income (loss), net of tax | 4,292 | 1,200 |
Net (increase) decrease in other comprehensive loss | $ 4,340 | $ (3,584) |
Other Assets and Liabilities -
Other Assets and Liabilities - Other Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Other Liabilities Disclosure [Abstract] | ||
Servicing assets | $ 54,869 | $ 30,804 |
Operating lease ROU assets | 11,792 | 8,265 |
Prepaid expenses | 8,078 | 8,860 |
Related party receivables | 50 | 88 |
Contingent consideration receivables | 14,617 | 0 |
Other receivables and assets | 10,716 | 4,626 |
Other assets | 100,122 | 52,643 |
Capitalized implementation costs | 1,000 | $ 1,200 |
Amortization expense | 201 | |
Accumulated amortization | 209 | |
Merchant and sponsor incentive assets | 6,100 | |
Amortization | $ 561 |
Other Assets and Liabilities _2
Other Assets and Liabilities - Other Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Other Liabilities Disclosure [Abstract] | ||||
Transaction processing liabilities | $ 34,065 | $ 30,169 | ||
Servicing liabilities | 12,276 | 1,984 | $ 3,796 | $ 3,016 |
Distributions payable | 1,570 | 3,136 | ||
Interest rate swap | 0 | 14,182 | ||
Tax related liabilities | 538 | 691 | ||
Operating lease liabilities | 13,409 | 10,107 | ||
Accruals and other liabilities | 8,132 | 10,245 | ||
Sales facilitation obligations | 13,258 | 10,655 | ||
Other liabilities | $ 83,248 | $ 81,169 | ||
Operating Lease, Liability, Statement of Financial Position [Extensible List] | Other liabilities | Other liabilities |
Noncontrolling Interests (Detai
Noncontrolling Interests (Details) shares in Millions | May 24, 2018 | Dec. 31, 2021shares | Dec. 31, 2020shares |
Noncontrolling Interest [Line Items] | |||
Weighted average ownership interest (as a percent) | 43.10% | 38.30% | |
GS Holdings | |||
Noncontrolling Interest [Line Items] | |||
Weighted average ownership interest (as a percent) | 43.10% | 38.30% | |
Economic interest (as a percent) | 62.30% | 42.00% | |
Exchange of Holdco Units for Class A common stock pursuant to the Exchange Agreement | |||
Noncontrolling Interest [Line Items] | |||
Exchange ratio | 1 | 1 | |
Units converted (in shares) | 37 | 7 | |
Exchange of Holdco Units for Class A common stock pursuant to the Exchange Agreement | Class A common stock | |||
Noncontrolling Interest [Line Items] | |||
Effect of Reorganization Transactions (in shares) | 37 | 7 | |
Exchange of Holdco Units for Class A common stock pursuant to the Exchange Agreement | Class A restricted stock | |||
Noncontrolling Interest [Line Items] | |||
Effect of Reorganization Transactions (in shares) | 3.5 | ||
Issuance of unvested Class A common stock awards (in shares) | 2.3 |
Stockholders Equity (Deficit) -
Stockholders Equity (Deficit) - Narrative (Details) | May 23, 2018 | Dec. 31, 2021USD ($)shares | Dec. 31, 2020shares | Dec. 31, 2019USD ($)shares | Dec. 31, 2020shares | Dec. 31, 2018USD ($) |
Equity, Class of Treasury Stock [Line Items] | ||||||
Stock split, conversion ratio | 10 | |||||
Stock repurchase program, authorized amount (in shares) | $ | $ 150,000,000 | |||||
Treasury stock, acquired | $ | $ 146,100,000 | |||||
Treasury stock reissued during the period (in shares) | 0 | 0 | 0 | |||
Class A common stock | ||||||
Equity, Class of Treasury Stock [Line Items] | ||||||
Treasury stock (in shares) | 15,747,203 | |||||
Treasury stock, shares acquired (in shares) | 13,425,688 | |||||
Treasury stock, acquired | $ | $ 102,241,000 | |||||
Class A common stock | Common stock | ||||||
Equity, Class of Treasury Stock [Line Items] | ||||||
Treasury stock, shares acquired (in shares) | 8,744,477 | |||||
Restricted Stock, shares issued net of shares for tax withholdings (in shares) | 472,714 | 220,835 | 16,618 | 710,167 | ||
Treasury stock | ||||||
Equity, Class of Treasury Stock [Line Items] | ||||||
Forfeited restricted stock awards (in shares) | 1,611,348 |
Stockholders Equity (Deficit)_2
Stockholders Equity (Deficit) - Schedule of dividends declared (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Dividends Payable [Line Items] | |||
Remaining reserved payment | $ 1,570 | $ 3,136 | $ 5,798 |
Total | |||
Dividends Payable [Line Items] | |||
Total | 16,746 | 51,041 | 23,468 |
Remaining reserved payment | 1,570 | ||
Credit Agreement Distribution | |||
Dividends Payable [Line Items] | |||
Payments of distributions | 1,059 | 1,927 | 2,787 |
Remaining reserved payment | 1,005 | ||
Credit Agreement Distribution | Affiliated Entity | |||
Dividends Payable [Line Items] | |||
Payments of distributions | 0 | 0 | 570 |
Remaining reserved payment | 0 | ||
Special operating distribution | |||
Dividends Payable [Line Items] | |||
Payments of distributions | 507 | 914 | 1,304 |
Remaining reserved payment | 565 | ||
Special operating distribution | Affiliated Entity | |||
Dividends Payable [Line Items] | |||
Payments of distributions | 0 | 0 | 258 |
Remaining reserved payment | 0 | ||
Tax distributions | |||
Dividends Payable [Line Items] | |||
Payment of tax distributions | $ 15,180 | $ 48,200 | $ 18,549 |
Share-Based Compensation - Narr
Share-Based Compensation - Narrative (Details) $ in Millions | May 24, 2018 | Dec. 31, 2021USD ($)shares | Dec. 31, 2020shares | Dec. 31, 2019shares | Apr. 30, 2018shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Compensation not yet recognized, stock options, nonvested awards | $ | $ 2.6 | ||||
Award requisite service period (in years) | 1 year 8 months 12 days | ||||
Exchange of Holdco Units for Class A common stock pursuant to the Exchange Agreement | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Holdco units exchanged for Class A common stock (in shares) | 618,697 | 185,227 | 655,334 | ||
Exchange ratio | 1 | 1 | |||
Holdco units eligible for exchange (in shares) | 3,335,676 | ||||
Stock Option | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period (in years) | 4 years | ||||
Stock Option | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period (in years) | 5 years | ||||
Expiration period (in years) | 10 years | ||||
Unvested HoldCo Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period (in years) | 5 years | ||||
Award requisite service period (in years) | 1 year 1 month 6 days | ||||
Compensation not yet recognized, nonvested awards | $ | $ 1.5 | ||||
Unvested Class A stock awards | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award requisite service period (in years) | 2 years 7 months 6 days | ||||
Compensation not yet recognized, nonvested awards | $ | $ 23.7 | ||||
Unvested Class A stock awards | Certain non-employee directors | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period (in years) | 1 year | ||||
Unvested Class A stock awards | Minimum | Certain non-employee directors | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period (in years) | 3 years | ||||
Unvested Class A stock awards | Maximum | Certain non-employee directors | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period (in years) | 4 years | ||||
2018 Plan | Stock Option | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares authorized (in shares) | 24,000,000 | ||||
Number of shares available for grant (in shares) | 14,500,000 |
Share-Based Compensation - Allo
Share-Based Compensation - Allocation of Share-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Compensation and benefits | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Allocated share-based compensation expense | $ 14,133 | $ 13,573 | $ 12,882 |
Cost of revenue | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Allocated share-based compensation expense | $ 1,527 | $ 1,334 | $ 872 |
Share-Based Compensation - Clas
Share-Based Compensation - Class A Common Stock Options (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Number of Options | |||
Outstanding at beginning of period (in shares) | 3,862,926 | 4,181,909 | 8,053,292 |
Granted (in shares) | 0 | 1,134,644 | 1,610,407 |
Exercised (in shares) | (375,903) | (539,880) | (5,192,471) |
Forfeited (in shares) | (497,198) | (725,043) | (258,819) |
Expired (in shares) | (386,787) | (188,704) | (30,500) |
Outstanding at end of period (in shares) | 2,603,038 | 3,862,926 | 4,181,909 |
Exercisable at end of period (in shares) | 1,306,879 | 1,362,613 | 1,262,998 |
Weighted Average Exercise Price | |||
Outstanding at beginning of period (in dollars per share) | $ 9.70 | ||
Granted (in dollars per share) | 0 | ||
Exercised (in dollars per share) | 5.82 | ||
Forfeited (in dollars per share) | 9.24 | ||
Expired (in dollars per share) | 10.30 | ||
Outstanding at end of period (in dollars per share) | 10.01 | $ 9.70 | |
Exercisable at end of period (in dollars per share) | 10.98 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |||
Weighted average grant date fair value, grants in period (in dollars per share) | $ 0 | $ 1.73 | $ 3.38 |
Exercises in period, intrinsic value | $ 800,000 | $ 1,400,000 | $ 27,700,000 |
Class A stock option exercises (in shares) | 375,903 | 539,880 | 5,192,471 |
Payments of tax withholding | $ 3,078,000 | $ 1,199,000 | $ 12,351,000 |
Employees | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |||
Proceeds from issuance of shares under share-based compensation plans | $ 307,000 | ||
Non-Employee | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |||
Proceeds from issuance of shares under share-based compensation plans | $ 470,000 | ||
Class A common stock | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |||
Shares exercised by means of cashless net exercise procedure (in shares) | 15,051 | 2,236,095 | |
Payments of tax withholding | $ 73,000 | $ 12,400,000 | |
Shares exercised by means of cashless net exercise procedure (in shares) | 105,000 | 5,154,964 | |
Class A common stock | Employees | |||
Number of Options | |||
Exercised (in shares) | (434,880) | (37,497) | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |||
Class A stock option exercises (in shares) | 434,880 | 37,497 | |
Stock Option | Employees | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |||
Proceeds from issuance of shares under share-based compensation plans | 917,000 | $ 0 | |
Payments of tax withholding | $ 51,000 | ||
Stock Option | Class A common stock | Employees | |||
Number of Options | |||
Exercised (in shares) | (165,227) | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |||
Class A stock option exercises (in shares) | 165,227 | ||
Shares exercised by means of cashless net exercise procedure (in shares) | 124,500 | ||
Issuance of shares by means of cashless net exercise procedure (in shares) | 15,907 | ||
Stock Option | Class A common stock | Non-Employee | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |||
Shares exercised by means of cashless net exercise procedure (in shares) | 86,176 | ||
Issuance of shares by means of cashless net exercise procedure (in shares) | 21,750 |
Share-Based Compensation - Intr
Share-Based Compensation - Intrinsic Value (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Aggregate intrinsic value (in thousands) | |||
Options outstanding | $ 7,400 | ||
Options exercisable | $ 2,700 | ||
Weighted average remaining term (in years) | |||
Options outstanding | 7 years | ||
Options exercisable | 6 years 4 months 24 days | ||
Options vested in period, fair value | $ 2,300,000 | $ 2,800,000 | $ 2,600,000 |
Share-Based Compensation - Fair
Share-Based Compensation - Fair Value Assumptions (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected dividend yield | $ 0 | $ 0 | $ 0 |
Profit Interests | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk free interest rate, minimum | 0.46% | 1.50% | |
Risk free interest rate, maximum | 0.48% | 2.50% | |
Expected volatility, minimum | 48.28% | 22.45% | |
Expected volatility, maximum | 48.50% | 24.40% | |
Expected dividend yield | $ 0 | $ 0 | |
Expected term (in months) | 75 months | 75 months | |
Profit Interests | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Fair value (in dollars per share) | $ 1.72 | $ 1.77 | |
Profit Interests | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Fair value (in dollars per share) | $ 1.90 | $ 3.78 |
Share-Based Compensation - Unve
Share-Based Compensation - Unvested HoldCo Units, Class A Common Stock Awards, and RSAs (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Unvested HoldCo Units | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Unvested at beginning of period (in shares) | 489,486 | 1,112,607 | 2,514,856 |
Forfeited (in shares) | 0 | (47,783) | (301,735) |
Vested (in shares) | (259,246) | (575,338) | (1,100,514) |
Unvested at end of period (in shares) | 230,240 | 489,486 | 1,112,607 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||
Unvested at beginning of period (in dollars per share) | $ 23 | ||
Vested (in dollars per share) | 23 | ||
Unvested at end of period (in dollars per share) | $ 23 | $ 23 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract] | |||
Vested in period, fair value | $ 6 | $ 13.2 | $ 25.3 |
Unvested Class A stock awards | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Unvested at beginning of period (in shares) | 4,956,922 | 2,999,343 | 454,561 |
Granted (in shares) | 2,263,300 | 3,473,245 | 2,887,905 |
Forfeited (in shares) | (691,370) | (697,383) | (210,845) |
Vested (in shares) | (1,647,530) | (818,283) | (132,278) |
Unvested at end of period (in shares) | 4,881,322 | 4,956,922 | 2,999,343 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||
Unvested at beginning of period (in dollars per share) | $ 6.53 | ||
Granted (in dollars per share) | 6.74 | $ 3.96 | $ 10.90 |
Forfeited (in dollars per share) | 6.48 | ||
Vested (in dollars per share) | 6.71 | ||
Unvested at end of period (in dollars per share) | $ 6.57 | $ 6.53 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract] | |||
Vested in period, fair value | $ 11.1 | $ 9.7 | $ 2.6 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Tax Credit Carryforward [Line Items] | |||||||||||
Income before income tax expense | $ 22,259,000 | $ 44,145,000 | $ 51,293,000 | $ 13,997,000 | $ 24,213,000 | $ 3,008,000 | $ 14,852,000 | $ (11,814,000) | $ 131,694,000 | $ 30,259,000 | $ 88,848,000 |
Effective income tax rate (as a percent) | 10.50% | 5.30% | (8.00%) | ||||||||
Statutory federal tax rate | 21.00% | 21.00% | 21.00% | ||||||||
Deferred tax assets, net | 488,386,000 | 387,951,000 | $ 488,386,000 | $ 387,951,000 | |||||||
Operating loss carryforwards | 31,600,000 | 31,600,000 | |||||||||
Operating loss carryforwards, not subject to expiration | 27,900,000 | 27,900,000 | |||||||||
Operating loss carryforwards, subject to expiration | 3,700,000 | 3,700,000 | |||||||||
Unrecognized tax benefits | 137,000 | 98,000 | 137,000 | 98,000 | $ 54,000 | ||||||
Unrecognized tax benefits that would impact effective tax rate | 137,000 | 137,000 | |||||||||
Payments under tax receivable agreement | 4,098,000 | 12,755,000 | $ 4,664,000 | ||||||||
Deferred tax assets, reorganization and related | 113,800,000 | 11,900,000 | 113,800,000 | 11,900,000 | |||||||
TRA liability, recognized | 96,800,000 | 10,100,000 | 96,800,000 | 10,100,000 | |||||||
Increase in deferred tax assets due to various state tax law changes | 0 | 1,600,000 | 0 | 1,600,000 | |||||||
State tax benefit various state tax law changes | 0 | 1,600,000 | |||||||||
TRA liability increase | 1,400,000 | ||||||||||
Tax receivable agreement liability | 403,089,000 | $ 310,425,000 | 403,089,000 | $ 310,425,000 | |||||||
Federal | |||||||||||
Tax Credit Carryforward [Line Items] | |||||||||||
Tax credit carryforwards | 677,000 | 677,000 | |||||||||
State | |||||||||||
Tax Credit Carryforward [Line Items] | |||||||||||
Tax credit carryforwards | $ 762,000 | $ 762,000 |
Income Taxes - Components of In
Income Taxes - Components of Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current income tax expense (benefit): | |||
Federal | $ 5 | $ 3 | $ 5 |
State | 7 | 9 | 10 |
Deferred income tax expense (benefit): | |||
Federal | 12,030 | 2,963 | 4,206 |
State | 1,838 | (1,378) | (11,346) |
Income tax expense (benefit) | $ 13,880 | $ 1,597 | $ (7,125) |
Income Taxes - Reconciliation F
Income Taxes - Reconciliation From The Federal Statutory Income Tax Rate To The Effective Income Tax Rate (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Statutory federal tax rate | 21.00% | 21.00% | 21.00% |
Income attributable to noncontrolling interests and nontaxable income | (12.10%) | (13.00%) | (15.20%) |
State income taxes, net of federal benefit | 1.40% | 1.10% | 0.60% |
State rate change impact on deferred taxes | 0.00% | (5.70%) | (13.00%) |
Remeasurement of liability under tax receivable agreement | 0.00% | 1.10% | 2.30% |
Excess tax benefits related to share-based compensation | 0.00% | 0.90% | (3.30%) |
Other | 0.20% | (0.10%) | (0.40%) |
Effective income tax rate | 10.50% | 5.30% | (8.00%) |
Income Taxes - Summary of Defer
Income Taxes - Summary of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
Investment in partnership | $ 454,133 | $ 366,889 |
Net operating loss carryforwards and tax credits | 33,038 | 19,622 |
Other | 1,216 | 1,440 |
Total | 488,387 | 387,951 |
Valuation allowance | 0 | 0 |
Total deferred tax assets | 488,387 | 387,951 |
Total deferred tax liabilities | 0 | 0 |
Deferred tax assets, net | $ 488,387 | $ 387,951 |
Income Taxes - Summary of Liabi
Income Taxes - Summary of Liability for Unrecognized Tax Benefit (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Beginning balance | $ 98 | $ 54 |
Increase related to current year tax positions | 39 | 44 |
Decrease related to current year tax positions | 0 | 0 |
Ending balance | $ 137 | $ 98 |
Commitments, Contingencies an_3
Commitments, Contingencies and Guarantees - Narrative (Details) - USD ($) | Jun. 30, 2021 | Jul. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Loss Contingencies [Line Items] | ||||||
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Other assets | Other assets | Other assets | |||
Operating Lease, Liability, Statement of Financial Position [Extensible List] | Other liabilities | Other liabilities | Other liabilities | |||
Operating lease cost | $ 4,900,000 | $ 4,200,000 | $ 3,800,000 | |||
Termination fees | $ 1,200,000 | 1,200,000 | ||||
Reduction of lease liability | 1,000,000 | |||||
Operating lease liabilities | $ 13,409,000 | $ 13,409,000 | 10,107,000 | |||
Renewal term (in years) | 5 years | 5 years | ||||
Unused commitments to extend credit | $ 2,700,000 | $ 2,700,000 | 99,900,000 | |||
Restricted cash | 256,034,000 | 256,034,000 | 319,879,000 | 250,081,000 | ||
Guarantees, fair value | 104,091,000 | 104,091,000 | 131,894,000 | |||
Financial guarantee expense (benefit) | 15,218,000 | 2,816,000 | $ (16,072,000) | |||
Financial Guarantee | ||||||
Loss Contingencies [Line Items] | ||||||
Possible losses as guarantor, maximum | 164,200,000 | 164,200,000 | 173,200,000 | |||
Guarantees, fair value | 104,100,000 | 104,100,000 | 131,900,000 | |||
Financial guarantee expense (benefit) | 15,200,000 | 5,000,000 | ||||
Collectibility of Receivables | ||||||
Loss Contingencies [Line Items] | ||||||
Loss contingency accrual | (1,600,000) | (1,600,000) | ||||
Consent order | CFPB | ||||||
Loss Contingencies [Line Items] | ||||||
Civil money penalty | $ 2,500,000 | |||||
Consent order | CFPB | Maximum | ||||||
Loss Contingencies [Line Items] | ||||||
Civil money penalty | 3,000,000 | |||||
Credit redress via loan cancellations | 6,000,000 | |||||
Consent order | CFPB | Minimum | ||||||
Loss Contingencies [Line Items] | ||||||
Civil money penalty | $ 750,000 | |||||
Contractual Restricted Cash Under Arrangement | ||||||
Loss Contingencies [Line Items] | ||||||
Restricted cash | 53,300,000 | 53,300,000 | $ 84,600,000 | |||
Bank partner loans | ||||||
Loss Contingencies [Line Items] | ||||||
Loan balances in Pended Status | $ 11,700,000 | $ 11,700,000 | ||||
Lease amendment and extension | ||||||
Loss Contingencies [Line Items] | ||||||
Increase in lease liability | $ 8,900,000 | |||||
Operating lease liabilities | 10,900,000 | |||||
Lease incentive receivable | $ 2,000,000 |
Commitments, Contingencies an_4
Commitments, Contingencies and Guarantees - Supplemental Cash Flow and Noncash Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash paid for amounts included in the measurement of operating lease liabilities | ||
Operating cash flows from operating leases | $ 4,159 | $ 4,765 |
Noncash operating lease ROU assets obtained in exchange for operating lease liabilities | ||
Resulting from new or modified leases | $ 7,888 | $ 9 |
Commitments, Contingencies an_5
Commitments, Contingencies and Guarantees - Lease Costs (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating lease ROU assets | $ 11,792 | $ 8,265 |
Operating lease liabilities | $ 13,409 | $ 10,107 |
Weighted average remaining lease term (in years) | 6 years 4 months 24 days | 2 years 4 months 24 days |
Weighted average discount rate | 5.60% | 5.80% |
Commitments, Contingencies an_6
Commitments, Contingencies and Guarantees - Future Minimum Lease Payments (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Commitments and Contingencies Disclosure [Abstract] | ||
2022 | $ 3,813 | |
2023 | 2,661 | |
2024 | 2,009 | |
2025 | 2,065 | |
2026 | 2,123 | |
Thereafter | 5,883 | |
Total lease payments | 18,554 | |
Less: imputed interest | (5,145) | |
Operating lease liabilities | $ 13,409 | $ 10,107 |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Related Party Transaction [Line Items] | |||
Operating lease ROU assets | $ 11,792,000 | $ 8,265,000 | |
Operating lease liabilities | 13,409,000 | 10,107,000 | |
Common Management | |||
Related Party Transaction [Line Items] | |||
Operating lease ROU assets | 2,400,000 | ||
Operating lease liabilities | 2,700,000 | ||
Common Management | Rent expense | |||
Related Party Transaction [Line Items] | |||
Related party expenses | 1,700,000 | 1,700,000 | $ 1,700,000 |
Director | Charged-Off Receivables | |||
Related Party Transaction [Line Items] | |||
Related party expenses | 540,000 | ||
Non-Executive Employees | Loans receivable | |||
Related Party Transaction [Line Items] | |||
Related party receivables | 50,000 | 85,000 | |
Affiliated Entity | Share-based compensation | |||
Related Party Transaction [Line Items] | |||
Related party expenses | $ 0 | $ 0 | $ 0 |
Segment Reporting (Details)
Segment Reporting (Details) | 12 Months Ended |
Dec. 31, 2021segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 1 |
Variable Interest Entities - Na
Variable Interest Entities - Narrative (Details) | 12 Months Ended |
Dec. 31, 2021 | |
VIE | GS Holdings | |
Variable Interest Entity [Line Items] | |
Ownership percentage | 100.00% |
Variable Interest Entities - Ba
Variable Interest Entities - Balance Sheets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Assets | ||||
Cash and cash equivalents | $ 296,406 | $ 147,775 | $ 195,760 | |
Restricted cash | 256,034 | 319,879 | 250,081 | |
Loan receivables held for sale, net | 5,320 | 571,415 | 51,926 | $ 2,876 |
Accounts receivable, net | 19,105 | 21,958 | ||
Property, equipment and software, net | 23,387 | 21,452 | ||
Other assets | 100,122 | 52,643 | ||
Total assets | 1,188,760 | 1,523,073 | ||
Liabilities | ||||
Accounts payable | 11,748 | 15,418 | ||
Accrued compensation and benefits | 3,505 | 13,666 | ||
Other accrued expenses | 17,050 | 5,207 | ||
Finance charge reversal liability | 143,529 | 185,134 | ||
Warehouse facility | 0 | 502,830 | ||
Financial guarantee liability | 104,091 | 131,894 | ||
Other liabilities | 83,248 | 81,169 | ||
Total liabilities | 1,216,910 | 1,698,549 | ||
Members Equity (Deficit) | ||||
Equity (deficit) attributable to Continuing LLC Members | (77,209) | (169,484) | ||
Total equity (deficit) | (28,150) | (175,476) | $ (54,943) | $ (34,765) |
Total liabilities and equity (deficit) | 1,188,760 | 1,523,073 | ||
Assets | 1,188,760 | 1,523,073 | ||
Liabilities | 1,216,910 | 1,698,549 | ||
VIE | GS Holdings | ||||
Assets | ||||
Cash and cash equivalents | 258,309 | 116,231 | ||
Restricted cash | 256,034 | 319,879 | ||
Loan receivables held for sale, net | 5,320 | 571,415 | ||
Accounts receivable, net | 19,105 | 21,958 | ||
Property, equipment and software, net | 23,387 | 21,452 | ||
Other assets | 99,809 | 51,965 | ||
Total assets | 661,964 | 1,102,900 | ||
Liabilities | ||||
Accounts payable | 11,748 | 15,418 | ||
Accrued compensation and benefits | 3,505 | 13,666 | ||
Other accrued expenses | 17,050 | 5,207 | ||
Finance charge reversal liability | 143,529 | 185,134 | ||
Term loan | 450,650 | 452,806 | ||
Warehouse facility | 0 | 502,830 | ||
Financial guarantee liability | 104,091 | 131,894 | ||
Other liabilities | 82,927 | 80,478 | ||
Total liabilities | 813,500 | 1,387,433 | ||
Members Equity (Deficit) | ||||
Equity (deficit) attributable to Continuing LLC Members | (77,209) | (169,484) | ||
Equity (deficit) attributable to GreenSky, Inc. | (74,327) | (115,049) | ||
Total equity (deficit) | (151,536) | (284,533) | ||
Total liabilities and equity (deficit) | 661,964 | 1,102,900 | ||
Assets | 661,964 | 1,102,900 | ||
Liabilities | 813,500 | 1,387,433 | ||
Warehouse SPV | ||||
Assets | ||||
Total assets | 12,500 | 600,800 | ||
Liabilities | ||||
Total liabilities | 2,600 | 503,900 | ||
Members Equity (Deficit) | ||||
Assets | 12,500 | 600,800 | ||
Liabilities | $ 2,600 | $ 503,900 |
Variable Interest Entities - St
Variable Interest Entities - Statements of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Variable Interest Entity [Line Items] | |||||||||||
Total costs and expenses | $ 93,347 | $ 78,755 | $ 79,314 | $ 105,456 | $ 97,361 | $ 132,807 | $ 113,292 | $ 129,649 | $ 356,872 | $ 473,109 | $ 414,366 |
Operating profit | 34,888 | 49,394 | 57,204 | 19,716 | 31,446 | 9,216 | 19,670 | (7,792) | 161,202 | 52,540 | 118,256 |
Total other income (expense), net | (12,629) | (5,249) | (5,911) | (5,719) | (7,233) | (6,208) | (4,818) | (4,022) | (29,508) | (22,281) | (29,408) |
Income before income tax expense | $ 22,259 | $ 44,145 | $ 51,293 | $ 13,997 | $ 24,213 | $ 3,008 | $ 14,852 | $ (11,814) | 131,694 | 30,259 | 88,848 |
VIE | GS Holdings | |||||||||||
Variable Interest Entity [Line Items] | |||||||||||
Total revenue | 518,074 | 525,649 | 532,622 | ||||||||
Total costs and expenses | 356,872 | 473,109 | 414,366 | ||||||||
Operating profit | 161,202 | 52,540 | 118,256 | ||||||||
Total other income (expense), net | (29,508) | (20,985) | (19,600) | ||||||||
Income before income tax expense | $ 131,694 | $ 31,555 | $ 98,656 |
Variable Interest Entities - _2
Variable Interest Entities - Statement of Cash Flows (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Variable Interest Entity [Line Items] | |||
Net cash provided by/(used in) operating activities | $ 630,901 | $ (468,101) | $ 153,327 |
Net cash used in investing activities | (15,602) | (14,567) | (15,381) |
Net cash provided by/(used in) financing activities | (530,513) | 504,481 | (150,604) |
Net increase (decrease) in cash and cash equivalents and restricted cash | 84,786 | 21,813 | (12,658) |
Cash and cash equivalents and restricted cash at beginning of period | 467,654 | 445,841 | 458,499 |
Cash and cash equivalents and restricted cash at end of period | 552,440 | 467,654 | 445,841 |
VIE | GS Holdings | |||
Variable Interest Entity [Line Items] | |||
Net cash provided by/(used in) operating activities | 630,901 | (468,101) | 153,327 |
Net cash used in investing activities | (15,602) | (14,567) | (15,381) |
Net cash provided by/(used in) financing activities | (537,066) | 490,967 | (159,608) |
Net increase (decrease) in cash and cash equivalents and restricted cash | 78,233 | 8,299 | (21,662) |
Cash and cash equivalents and restricted cash at beginning of period | 436,110 | 427,811 | 449,473 |
Cash and cash equivalents and restricted cash at end of period | $ 514,343 | $ 436,110 | $ 427,811 |
Quarterly Consolidated Result_3
Quarterly Consolidated Results of Operations Data (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Total revenue | $ 128,235 | $ 128,149 | $ 136,518 | $ 125,172 | $ 128,807 | $ 142,023 | $ 132,962 | $ 121,857 | $ 518,074 | $ 525,649 | $ 532,622 |
Cost of revenue (exclusive of depreciation and amortization) | 57,105 | 33,867 | 43,935 | 63,997 | 78,872 | 92,728 | 65,377 | 72,305 | 198,904 | 309,282 | 249,878 |
Total costs and expenses | 93,347 | 78,755 | 79,314 | 105,456 | 97,361 | 132,807 | 113,292 | 129,649 | 356,872 | 473,109 | 414,366 |
Operating profit | 34,888 | 49,394 | 57,204 | 19,716 | 31,446 | 9,216 | 19,670 | (7,792) | 161,202 | 52,540 | 118,256 |
Total other income (expense), net | (12,629) | (5,249) | (5,911) | (5,719) | (7,233) | (6,208) | (4,818) | (4,022) | (29,508) | (22,281) | (29,408) |
Income before income tax expense (benefit) | 22,259 | 44,145 | 51,293 | 13,997 | 24,213 | 3,008 | 14,852 | (11,814) | 131,694 | 30,259 | 88,848 |
Net income | 19,201 | 39,777 | 46,711 | 12,125 | 23,415 | 2,811 | 13,355 | (10,919) | 117,814 | 28,662 | 95,973 |
Less: Net income attributable to noncontrolling interests | 11,574 | 25,388 | 30,381 | 8,327 | 15,210 | 1,850 | 9,222 | (7,585) | 75,670 | 18,697 | 63,993 |
Net income attributable to GreenSky, Inc. | $ 7,627 | $ 14,389 | $ 16,330 | $ 3,798 | $ 8,205 | $ 961 | $ 4,133 | $ (3,334) | $ 42,144 | $ 9,965 | $ 31,980 |
Earnings per share of Class A common stock: | |||||||||||
Basic (in dollars per share) | $ 0.09 | $ 0.19 | $ 0.23 | $ 0.05 | $ 0.11 | $ 0.01 | $ 0.06 | $ 0.05 | $ 0.55 | $ 0.15 | $ 0.52 |
Diluted (in dollars per share) | $ 0.09 | $ 0.19 | $ 0.22 | $ 0.05 | $ 0.11 | $ 0.01 | $ 0.06 | $ 0.05 | $ 0.55 | $ 0.14 | $ 0.49 |
Subsequent Events - Narrative (
Subsequent Events - Narrative (Details) - USD ($) $ in Thousands | 2 Months Ended | 12 Months Ended | ||
Mar. 01, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Subsequent Event [Line Items] | ||||
Member distributions | $ 16,746 | $ 51,041 | $ 23,468 | |
Subsequent Event | GS Holdings | Tax distributions | ||||
Subsequent Event [Line Items] | ||||
Member distributions | $ 7,000 |
Schedule II. Valuation and Qu_2
Schedule II. Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Allowance for losses on accounts receivable | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at beginning of period | $ 313 | $ 238 | $ 168 |
Charged to costs and expenses | 35 | 644 | 950 |
Deductions | (198) | (569) | (880) |
Balance at end of period | 150 | 313 | 238 |
Valuation allowance on loan receivables held for sale | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at beginning of period | 10,206 | 1,965 | 676 |
Charged to costs and expenses | 31,284 | 67,488 | 3,895 |
Deductions | (37,493) | (59,247) | (2,606) |
Balance at end of period | $ 3,997 | $ 10,206 | $ 1,965 |