GreenSky, Inc. (“GreenSky” or the “Company”) (NASDAQ: GSKY), a leading financial technology company Powering Commerce at the Point of Sale®, reported financial results today for the three and six months ended June 30, 2019.

"I am pleased to report that the Company generated solid operating results and posted record quarterly Transaction Volume of $1.6 billion, up 20% over the prior year, for the quarter ended June 30, 2019. Revenues for the second quarter grew 31% over the prior year to $138.7 million, with Adjusted EBITDA for the quarter of $52.9 million. Cash flow generated from operations for the six months ended June 30, 2019 was $89.8 million," said David Zalik, GreenSky Chairman and CEO.

"Notwithstanding the Company's solid operating results, in light of the complexity of the Company’s operating model, we do not believe that the Company's current market value is reflective of the Company’s strong record of cash flow generation and intrinsic value. Accordingly, GreenSky’s Board of Directors, working together with its senior management team and legal and financial advisors, has commenced a process to explore, review and evaluate a range of potential strategic alternatives focused on maximizing stockholder value. In connection with this review, GreenSky has retained FTP Securities LLC (“FT Partners”) and J.P. Morgan Securities LLC as its financial advisors, and Cravath, Swaine & Moore LLP and Troutman Sanders LLP as its legal advisors," Zalik continued.

“I am excited about what GreenSky has accomplished and our opportunities for continued growth and innovation in all of our product segments and verticals. We have nearly 17,000 active merchants and providers on our platform and have facilitated over $19 billion in point of sale financing for over 2.6 million consumers since inception. Our bank partner network is robust with aggregate funding commitments of $11.9 billion, of which $4.0 billion were unused, at June 30, 2019. Moreover, even after deploying more than $146 million to repurchase shares over the past eight months, our liquidity position is strong with over $209 million of unrestricted cash on hand at June 30, 2019. We continue to execute on our strategy and will always remain focused on providing exceptional value to all members of the GreenSky ecosystem: our merchants, bank partners, and consumers. Our Board of Directors is committed to enhancing value for our stockholders, and this review is an important next step for our continued success,” added Zalik.

The Company’s Board of Directors has not set a timetable for this process nor has it made any decisions related to strategic alternatives at this time, and there is no assurance that the Board’s exploration of strategic alternatives will result in any change of strategy or transaction being entered into or consummated or, if a transaction is undertaken, as to its terms, structure or timing. The Company does not intend to make further public comment regarding these matters unless and until the Board has approved a specific transaction or alternative or otherwise concludes its review. As the Company evaluates its alternatives, it is suspending financial guidance, and investors should not rely on its previously issued guidance.

Second Quarter Financial Highlights:

• Transaction Volume and Transaction Fee Rate: Second quarter transaction volume increased 20% over the prior year to $1.6 billion. The average transaction fee rate was 6.9% in the second quarter, up from 6.8% in the second quarter of 2018.

• Revenue: Second quarter revenue grew 31% over the prior year to $138.7 million from $105.7 million. Consistent with our transaction volume growth, transaction fees were up 20% to $108.4 million. Servicing and other revenue of $30.3 million was up 96%, of which $5.9 million was primarily due to continued portfolio growth and $9.0 million was due to the recognition of a servicing asset associated with an increase to the contractual fixed servicing fee for one of the Bank Partner’s servicing agreements.

• Net Income and Pro Forma Net Income(1): GAAP Net Income for the second quarter of 2019 was $39.2 million or $0.19 per diluted share. Second quarter Pro Forma Net Income was $33.6 million, which reflected incremental tax expense assuming all of our noncontrolling interests were subject to corporate income taxation at our full year expected tax rate of 19.25%.

• Adjusted EBITDA and Adjusted EBITDA Margin(1): Second quarter Adjusted EBITDA was $52.9 million and 38% of revenue compared to $51.9 million and 49% of revenue for the second quarter of 2018.

• Operating Cash Flow and Free Cash Flow: For the six months ended June 30, 2019, operating cash flow and free cash flow were $89.8 million and $37.5 million, respectively.

• Bank Partner Commitments: As of June 30, 2019, the Company had aggregate bank partner commitments of $11.9 billion from its nine Bank Partners, $4.0 billion of which were unused.

• Liquidity: As of June 30, 2019, the Company had unrestricted cash of $209 million, in addition to an unused $100 million working capital line of credit available.

Key business metrics:

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Business update:

• Data Science: The Company launched a Data Science division to strengthen its consumer protection capabilities by employing artificial intelligence and machine learning to detect suspicious activity earlier, alert consumers faster and remediate issues more efficiently.

• New Chief Technology Officer: With over 20 years' experience leading technology strategy, software and product development, Minaz Vastani joined GreenSky’s leadership team in the second quarter, and will focus on advancing the competitive differentiation of the Company’s point of sale technology platform.

• American Express Alliance: Augmenting GreenSky's low cost acquisition of highly qualified home improvement and elective healthcare providers, the American Express alliance, since its launch in early September 2018, has resulted in nearly 4,700 referrals to GreenSky for enrollment evaluation.

• Share Repurchases: During the second quarter of 2019, the Company repurchased approximately 4.5 million shares of its Class A common stock at a cost of $51.3 million under the Company's Board-approved $150 million share repurchase program. Since announcing the share repurchase program, the Company has repurchased 13.4 million shares of its Class A common stock at a cost of $146.1 million. There will be no further share repurchases pursuant to this authorization.

Conference call and webcast:

As previously announced, the Company’s management will host a conference call to discuss second quarter 2019 results at 8:00 a.m. EST today. A live webcast of the conference call, together with a slide presentation that includes supplemental financial information and reconciliations of certain non-GAAP measures to their most directly comparable GAAP measures, can be accessed through the Company's Investor Relations website at http://investors.greensky.com. A replay of the webcast will be available within 2 hours of the completion of the call and will be archived at the same location for one year.

About GreenSky, Inc.

GreenSky, Inc. (NASDAQ: GSKY) is a leading technology company Powering Commerce at the Point of Sale® for a growing ecosystem of merchants, consumers and banks. Our highly scalable, proprietary technology platform enables nearly 17,000 active merchants to offer frictionless promotional payment options to consumers, driving increased sales volume and accelerated cash flow. Banks leverage GreenSky’s technology to provide loans to super-prime and prime consumers nationwide. Since our inception, over 2.6 million consumers have financed over $19 billion of commerce using our paperless, real time “apply and buy” technology. GreenSky is headquartered in Atlanta, Georgia. For more information, visit https://www.greensky.com.

Forward-Looking Statements

This press release contains forward-looking statements that reflect our current views with respect to, among other things, the outcome of our exploration of strategic alternatives, including the terms, structure and timing of any resulting transaction; our operations and financial performance; demand for our products; launch of new products; and the benefit from the establishment of the data sciences division. You generally can identify these statements by the use of words such as “outlook,” “potential,” “continue,” “may,” “seek,” “approximately,” “predict,” “believe,” “expect,” “plan,” “intend,” “estimate” or “anticipate” and similar expressions or the negative versions of these words or comparable words, as well as future or conditional verbs such as “will,” “should,” “would,” “likely” and “could.” These statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those included in the forward-looking statements. These risks and uncertainties include those risks described in our filings with the Securities and Exchange Commission and include, but are not limited to, risks related to our ability to retain existing, and attract new, merchants and Bank Partners; our future financial performance, including trends in revenue, cost of revenue, gross profit or gross margin, operating expenses, and free cash flow; changes in market interest rates; increases in loan delinquencies; our ability to operate successfully in a highly regulated industry; the effect of management changes; cyberattacks and security vulnerabilities in our products and services; and our ability to compete successfully in highly competitive markets. The forward-looking statements speak only as of the date on which they are made, and, except to the extent required by federal securities laws, we disclaim any obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. In light of these risks and uncertainties, there is no assurance that the events or results suggested by the forward-looking statements will in fact occur, and you should not place undue reliance on these forward-looking statements.

Non-GAAP Financial Measures

This press release presents information about the Company’s Adjusted EBITDA and Pro Forma Net Income, which are non-GAAP financial measures provided as supplements to the results provided in accordance with accounting principles generally accepted in the United States of America (“GAAP”). We believe that Adjusted EBITDA is one of the key financial indicators of our business performance over the long term and provides useful information regarding whether cash provided by operating activities is sufficient to maintain and grow our business. We believe that this methodology for determining Adjusted EBITDA can provide useful supplemental information to help investors better understand the economics of our platform.

We believe that Pro Forma Net Income is a useful measure because it makes our results more directly comparable to public companies that have the vast majority of their earnings subject to corporate income taxation. We are presenting these non-GAAP measures to assist investors in evaluating our financial performance and because we believe that these measures provide an additional tool for investors to use in comparing our core financial performance over multiple periods with other companies in our industry.

These non‑GAAP measures are presented for supplemental informational purposes only. These non‑GAAP measures have limitations as analytical tools and should not be considered in isolation from, or as substitutes for, the analysis of other GAAP financial measures, such as net income. The non‑GAAP measures GreenSky uses may differ from the non-GAAP measures used by other companies. A reconciliation of each of the foregoing non-GAAP financial measures to the most directly comparable GAAP financial measure is provided below for each of the fiscal periods indicated.

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