Green Dot 2015 Annual Report Download - page 30

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could limit our ability to take advantage of financing, merger, acquisition or other opportunities, to fund our business
operations or to fully implement our current and future operating strategies.
Under the agreement, we have agreed to maintain compliance with a maximum consolidated leverage ratio and
a minimum consolidated fixed charge coverage ratio of 1.75 and 1.25, respectively, at the end of any fiscal quarter.
Our ability to meet these financial ratios and tests will be dependent upon our future performance and may be affected
by events beyond our control (including factors discussed in this “Risk Factors" section). If we fail to satisfy these
requirements, our indebtedness under these agreements could become accelerated and payable at a time when we
are unable to pay them. This would adversely affect our ability to implement our operating strategies and would have
a material adverse effect on our financial condition.
Risks Related to Ownership of Our Class A Common Stock
The price of our Class A common stock may be volatile.
In the recent past, stocks generally, and financial services company stocks in particular, have experienced high
levels of volatility. The trading price of our Class A common stock has been highly volatile since our initial public offering
and may continue to be subject to wide fluctuations. The trading price of our Class A common stock depends on a
number of factors, including those described in this “Risk Factors” section, many of which are beyond our control and
may not be related to our operating performance. Factors that could cause fluctuations in the trading price of our
Class A common stock include the following:
• price and volume fluctuations in the overall stock market from time to time;
• significant volatility in the market prices and trading volumes of financial services company stocks;
• actual or anticipated changes in our results of operations or fluctuations in our operating results;
• actual or anticipated changes in the expectations of investors or the recommendations of any securities analysts
who follow our Class A common stock;
• actual or anticipated developments in our business or our competitors’ businesses or the competitive landscape
generally;
• the public’s reaction to our press releases, other public announcements and filings with the SEC;
• business disruptions and costs related to shareholder activism;
• litigation and investigations or proceedings involving us, our industry or both or investigations by regulators
into our operations or those of our competitors;
• new laws or regulations or new interpretations of existing laws or regulations applicable to our business;
• changes in accounting standards, policies, guidelines, interpretations or principles;
• general economic conditions;
• changes to the indices in which our Class A common stock is included; and
• sales of shares of our Class A common stock by us or our stockholders.
In the past, many companies that have experienced volatility in the market price of their stock have become subject
to securities class action litigation. We may be the target of this type of litigation in the future. Securities litigation against
us could result in substantial costs and divert our management’s attention from other business concerns, which could
seriously harm our business.
Our business could be negatively affected by activist shareholder activities, including a proxy contest for
the election of directors at our annual meeting, if any.
On January 25, 2016, Harvest Capital Strategies ("Harvest") delivered a letter to our Board of Directors that, among
other things, called for the resignation or replacement of two of our Class III directors, the class whose term expires
at our 2016 annual meeting of stockholders. Should Harvest or another stockholder launch a proxy contest for the
election of directors at our annual meeting, our business could be adversely affected by the proxy contest because it:
• may require us to incur significant legal fees and proxy solicitation expenses;
• may require significant time and attention from management and the board of directors and direct their attention
away from our operations;
• could interfere with our ability to identify or pursue strategic alternatives;