Green Dot Reports Third Quarter 2012 Financial Results, Affirms Guidance, Renews Retail Distribution Agreements

  Green Dot Reports Third Quarter 2012 Financial Results, Affirms Guidance,
  Renews Retail Distribution Agreements

Business Wire

PASADENA, Calif. -- November 01, 2012

Green Dot Corporation (NYSE: GDOT), a leading prepaid financial services
company, today reported financial results for the third quarter ended
September30, 2012.

For the third quarter of 2012, Green Dot reported a 14% year-over-year
increase in non-GAAP total operating revenues^1 to $135.6 million and non-GAAP
diluted earnings per share^1 of $0.29. GAAP results for the third quarter were
$134.3 million in revenues and $0.24 in diluted earnings per share.

“During the third quarter, Green Dot recorded solid double-digit growth in
total operating revenues and the number of active cards, the latter net of the
discontinued TurboTax program. As predicted, new competition entered the
market with large national banks and major retailers-including some of our
largest retail partners-providing consumers with greater choices than ever in
the prepaid debit card category. Despite this, some of our best new card
activation growth this quarter came from retailers where new competition was
the most prevalent. Additionally, Green Dot benefited from lower churn, as
well as higher revenue per active card, compared to the prior year, while
having among the lowest priced products on the market," said Steve Streit,
Green Dot's Chairman and Chief Executive Officer.

GAAP financial results for the third quarter of 2012 compared to the third
quarter of 2011:

  *Total operating revenues on a generally accepted accounting principles
    (GAAP) basis increased 16% to $134.3 million for the third quarter of 2012
    from $115.4 million for the third quarter of 2011
  *GAAP net income was $10.6 million for the third quarter of 2012 versus
    $13.3 million for the third quarter of 2011
  *GAAP basic and diluted earnings per common share were $0.25 and $0.24,
    respectively, for the third quarter of 2012 versus $0.32 and $0.30,
    respectively, for the third quarter of 2011

Non-GAAP financial results for the third quarter of 2012 compared to the third
quarter of 2011:^1

  *Non-GAAP total operating  revenues^1 increased 14% to $135.6 million for
    the third quarter of 2012 from $118.9 million for the third quarter of
    2011
  *Non-GAAP net income^1 was $12.8 million for the third quarter of 2012
    versus $17.2 million for the third quarter of 2011
  *Non-GAAP diluted earnings per share^1 was $0.29 for the third quarter of
    2012 versus $0.39 for the third quarter of 2011
  *EBITDA plus employee stock-based compensation expense and stock-based
    retailer incentive compensation expense (adjusted EBITDA^1) was $25.0
    million for the third quarter of 2012 versus $30.9 million for the third
    quarter of 2011

Key business metrics for the quarter ended September30, 2012:

  *Number of general purpose reloadable (GPR) debit cards activated was 2.01
    million for the third quarter of 2012, an increase of 0.05 million, or 3%,
    over the third quarter of 2011. Excluding the discontinued TurboTax
    program in both periods, the increase was 7% over the third quarter of
    2011
  *Number of cash transfers was 10.52 million for the third quarter of 2012,
    an increase of 1.65 million, or 19%, over the third quarter of 2011
  *Number of active cards at quarter end was 4.42 million, an increase of
    0.27 million, or 7%, over the third quarter of 2011. Excluding the
    discontinued TurboTax program in both periods, the increase was 11% over
    the third quarter of 2011
  *Gross dollar volume (GDV) was $4.1 billion for the third quarter of 2012,
    a decrease of less than 1% versus the third quarter of 2011. Excluding the
    discontinued TurboTax program in both periods, GDV increased 12% over the
    third quarter of 2011
  *Purchase volume was $3.0 billion for the third quarter of 2012, an
    increase of $0.2 billion, or 8%, over the third quarter of 2011. Excluding
    the discontinued TurboTax program in both periods, purchase volume
    increased 16% over the third quarter of 2011

Please refer to the Company's latest Quarterly Report on Form 10-Q for a
description of the key business metrics described above. The following table
shows the Company's quarterly key business metrics for each of the last seven
calendar quarters:

            Q3        Q2        Q1        Q4        Q3        Q2        Q1
              2012        2012        2012        2011        2011        2011        2011
              (in millions)
Number of
GPR cards     2.01      1.98      2.23      1.98      1.96      1.82      2.21
activated
Number of
cash          10.52       10.14       10.09       9.14        8.87        8.28        7.98
transfers
Number of
active
cards at      4.42        4.44        4.69        4.20        4.15        4.10        4.28
quarter
end
Gross
dollar        $ 4,070     $ 3,980     $ 4,823     $ 3,771     $ 4,109     $ 3,632     $ 4,609
volume
Purchase      $ 2,966     $ 2,943     $ 3,487     $ 2,857     $ 2,738     $ 2,535     $ 3,003
volume
                                                                                        

Business Update

  *Green Dot has entered into new multi-year contract extensions with
    CVS/pharmacy, 7-Eleven stores and The Pantry convenience stores. Green Dot
    products have been selling at CVS/pharmacy and The Pantry for the past ten
    years, and at 7-Eleven stores since 2009
  *Green Dot and Walmart continue to work together to expand the MoneyCard
    category of prepaid cards by bringing customers more attractive offerings.
    Recent initiatives include a new line of NFL Team-branded MoneyCards and a
    new Mossy Oak-branded card, which is a popular affinity brand for hunters
    in many regions of the country. These products are currently available at
    participating Walmart stores
  *Green Dot and the Florida Attorney General's Office have resolved the
    previously-announced prepaid card investigation into Green Dot. The
    Company has entered into an Assurance of Voluntary Compliance (AVC) under
    which it will make a charitable contribution to a Florida organization of
    $25,000 and will reimburse the Attorney General's Office for its
    investigative costs in the amount of $75,000. It is important to note that
    the investigation revealed no findings against Green Dot. Furthermore, AVC
    officially acknowledges Green Dot's cooperation and support of the
    Attorney General's efforts to establish adequate industry standards for
    the benefit of consumers

"In addition to the solid performance in our key metrics, we're also pleased
to highlight our increasingly strong balance sheet with $327 million of total
cash and investment securities and no debt. Margins continued to see pressure
as we invested heavily in marketing, new product development, new channels of
distribution and the new technology we believe is necessary to drive growth
and efficiencies over the long term," said John Keatley, Green Dot's Chief
Financial Officer.

Outlook for 2012

Green Dot affirms its Outlook for 2012 anticipated results provided July 26,
2012. This Outlook is based on a number of assumptions that Green Dot believes
are reasonable at the time of this earnings release. Information regarding
potential risks that could cause the actual results to differ from these
forward-looking statements is set forth below and in Green Dot's filings with
the Securities and Exchange Commission.

For 2012, Green Dot expects full year non-GAAP total operating revenues^2 to
grow to a range of $534 million to $543 million, based upon the following
year-over-year assumptions:

  *Approximately 5% improvement in the average number of active cards, and
  *Growth in cash transfers of greater than 15%

Adjusted EBITDA^2 is expected to be between $104 million and $106 million.
Non-GAAP diluted EPS^2 for the full year is expected to be between $1.29 and
$1.32.

  
    Reconciliations of total operating revenues to non-GAAP total operating
    revenues, net income to non-GAAP net income, diluted earnings per share to
    non-GAAP diluted earnings per share and net income to adjusted EBITDA,
1   respectively, are provided in the tables immediately following the
    consolidated statements of cash flows. Additional information about the
    Company's non-GAAP financial measures can be found under the caption
    “About Non-GAAP Financial Measures” below.

    Reconciliations of forward-looking guidance for these non-GAAP financial
2  measures to their respective, most directly comparable projected GAAP
    financial measures are provided in the tables immediately following the
    reconciliation of Net Income to Adjusted EBITDA.
    

Conference Call

The Company will host a conference call to discuss third quarter 2012
financial results today at 4:30 pm ET. In addition to the conference call,
there will be a webcast presentation of accompanying slides accessible on the
Company's investor relations website. Hosting the call will be Steve Streit,
Chief Executive Officer, and John Keatley, Chief Financial Officer. The
conference call can be accessed live over the phone by dialing (866) 524-3160,
or (412) 317-6760 for international callers. A replay will be available
approximately two hours after the call concludes and can be accessed by
dialing (877) 870-5176 or (858) 384-5517 for international callers; the
conference ID is 10019503. The replay of the webcast will be available until
Thursday, November 8, 2012. The live call and the replay, along with
supporting materials, can also be accessed through the Company's investor
relations website at http://ir.greendot.com/.

Forward-Looking Statements

This earnings release contains forward-looking statements, which are subject
to the safe harbor provisions of the Private Securities Litigation Reform Act
of 1995. These statements include, among other things, statements regarding
the Company's full-year 2012 guidance, including all the statements under
"Outlook for 2012," and other future events that involve risks and
uncertainties. Actual results may differ materially from those contained in
the forward-looking statements contained in this earnings release, and
reported results should not be considered as an indication of future
performance. The potential risks and uncertainties that could cause actual
results to differ from those projected include, among other things, the
Company's dependence on revenues derived from Walmart and three other retail
distributors, competition, the Company's reliance on retail distributors for
the promotion of its products and services, demand for the Company's products
and services, continued and improving returns from the Company's investments
in new growth initiatives, potential difficulties in integrating operations of
acquired entities and acquired technologies, the Company's ability to operate
in a highly regulated environment, changes to existing laws or regulations
affecting the Company's operating methods or economics, the Company's reliance
on third-party vendors and card issuing banks, changes in credit card
association or other network rules or standards, changes in card association
and debit network fees or products or interchange rates, instances of fraud or
developments in the prepaid financial services industry that impact prepaid
debit card usage generally, business interruption or systems failure, and the
Company's involvement litigation or investigations. These and other risks are
discussed in greater detail in the Company's Securities and Exchange
Commission filings, including its most recent annual report on Form 10-K and
quarterly report on Form 10-Q, which are available on the Company's investor
relations website at http://ir.greendot.com/ and on the SEC website at
www.sec.gov. All information provided in this release and in the attachments
is as of November1, 2012, and the Company assumes no obligation to update
this information as a result of future events or developments.

About Non-GAAP Financial Measures

To supplement the Company's consolidated financial statements presented in
accordance with GAAP, the Company uses measures of operating results that are
adjusted to exclude net interest income; income tax expense; depreciation and
amortization; employee stock-based compensation expense; and stock-based
retailer incentive compensation expense. This earnings release includes
non-GAAP total operating revenues, non-GAAP net income, non-GAAP earnings per
share, non-GAAP weighted-average shares issued and outstanding and adjusted
EBITDA. It also includes full-year 2012 guidance for non-GAAP total operating
revenues and adjusted EBITDA. These non-GAAP financial measures are not
calculated or presented in accordance with, and are not alternatives or
substitutes for, financial measures prepared in accordance with accounting
principles generally accepted in the United States of America, and should be
read only in conjunction with the Company's financial measures prepared in
accordance with GAAP. The Company's non-GAAP financial measures may be
different from similarly-titled non-GAAP financial measures used by other
companies. The Company believes that the presentation of non-GAAP financial
measures provides useful information to management and investors regarding
underlying trends in its consolidated financial condition and results of
operations. The Company's management regularly uses these supplemental
non-GAAP financial measures internally to understand, manage and evaluate the
Company's business and make operating decisions. For additional information
regarding the Company's use of non-GAAP financial measures and the items
excluded by the Company from one or more of its historic and projected
non-GAAP financial measures, investors are encouraged to review the
reconciliations of the Company's historic and projected non-GAAP financial
measures to the comparable GAAP financial measures, which are attached to this
earnings release, and which can be found by clicking on “Financial
Information” in the Investor Relations section of the Company's website at
http://ir.greendot.com/.

About Green Dot

Green Dot is a publicly traded bank holding company regulated by the Board of
Governors of the Federal Reserve System. TheCompany provides widely
distributed, low cost banking and payment solutions to a broad base of U.S.
consumers. Green Dot's productsand services include its market leading
category of General PurposeReloadable (GPR) prepaid cards and its
industry-leading cash transfer network which are availabledirectly to
consumers online and through a network ofapproximately 60,000retail stores
nationwide where 95% of Americans shop. Green Dot is headquartered in the
greater Los Angeles area. For more details, visit www.greendot.com.

                                                        
GREEN DOT CORPORATION

CONSOLIDATED BALANCE SHEETS
                                                             
                                      September 30, 2012     December 31, 2011
                                      (Unaudited)
                                      (in thousands, except par value)
Assets
Current assets:
Unrestricted cash and cash            $    164,418           $     223,033
equivalents
Federal funds sold                    3,000                  2,400
Investment securities                 72,611                 20,647
available-for-sale, at fair value
Settlement assets                     43,650                 27,355
Accounts receivable, net              43,428                 41,307
Prepaid expenses and other assets     21,417                 11,822
Income tax receivable                 825                    3,371
Net deferred tax assets               6,656                 6,664
Total current assets                  356,005                336,599
Restricted cash                       12,784                 12,926
Investment securities,                73,777                 10,563
available-for-sale, at fair value
Accounts receivable, net              6,539                  4,147
Loans to bank customers, net of
allowance for loan losses of $299
and $0 as of September 30, 2012       7,688                  10,036
and December 31, 2011,
respectively
Prepaid expenses and other assets     1,666                  202
Property and equipment, net           52,205                 27,281
Deferred expenses                     6,923                  12,604
Goodwill and intangible assets        43,514                11,501
Total assets                          $    561,101          $     425,859
Liabilities and Stockholders’
Equity
Current liabilities:
Accounts payable                      $    30,520            $     15,441
Deposits                              38,529                 38,957
Funds held on behalf of customers     23,137                 —
Settlement obligations                43,650                 27,355
Amounts due to card issuing banks     49,117                 42,153
for overdrawn accounts
Other accrued liabilities             32,186                 16,248
Deferred revenue                      10,996                21,500
Total current liabilities             228,135                161,654
Other accrued liabilities             12,374                 6,239
Deferred revenue                      —                      19
Net deferred tax liabilities          6,295                 4,751
Total liabilities                     246,804                172,663
                                                             
Stockholders’ equity:
Convertible Series A preferred
stock, $0.001 par value: 10
shares authorized as of September
30, 2012 and December 31, 2011,       7                      7
respectively; 7 shares issued and
outstanding as of September 30,
2012 and December 31, 2011,
respectively
                                                             
Class A common stock, $0.001 par
value; 100,000 shares authorized
as of September 30, 2012 and
December 31, 2011, respectively;      31                     30
31,314 and 30,162 shares issued
and outstanding as of September
30, 2012 and December 31, 2011,
respectively
                                                             
Class B convertible common stock,
$0.001 par value, 100,000 shares
authorized as of September 30,
2012 and December 31, 2011,           5                      5
respectively; 4,560 and 5,280
shares issued and outstanding as
of September 30, 2012 and
December 31, 2011, respectively
                                                             
Additional paid-in capital            152,783                131,383
Retained earnings                     161,361                121,741
Accumulated other comprehensive       110                   30
income
Total stockholders’ equity            314,297               253,196
Total liabilities and                 $    561,101          $     425,859
stockholders’ equity
                                                                   

                                              
GREEN DOT CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)
                                                   
                     Three Months Ended            Nine Months Ended September
                     September 30,                 30,
                     2012         2011           2012          2011
                     (in thousands, except per share data)
Operating
revenues:
Card revenues        $ 54,138       $ 49,966       $ 176,011       $ 158,214
and other fees
Cash transfer        41,832         34,724         121,721         98,260
revenues
Interchange          39,581         34,246         122,615         105,035
revenues
Stock-based
retailer             (1,202   )     (3,549   )     (6,985    )     (13,785   )
incentive
compensation
Total operating      134,349        115,387        413,362         347,724
revenues
Operating
expenses:
Sales and
marketing            51,930         40,851         157,516         126,164
expenses
Compensation and
benefits             29,041         21,763         83,074          64,566
expenses
Processing           18,802         17,576         58,668          54,639
expenses
Other general
and                  18,050        13,889        51,869         41,192    
administrative
expenses
Total operating      117,823       94,079        351,127        286,561   
expenses
Operating income     16,526         21,308         62,235          61,163
Interest income      982            239            3,116           574
Interest expense     (20      )     (105     )     (51       )     (202      )
Income before        17,488         21,442         65,300          61,535
income taxes
Income tax           6,875         8,139         25,680         23,461    
expense
Net income           10,613         13,303         39,620          38,074
Income
attributable to      (1,704   )     —             (6,385    )     —         
preferred stock
Net income
allocated to         $ 8,909       $ 13,303      $ 33,235       $ 38,074  
common
stockholders
Basic earnings
per common
share:
Class A common       $ 0.25        $ 0.32        $ 0.93         $ 0.91    
stock
Class B common       $ 0.25        $ 0.32        $ 0.93         $ 0.91    
stock
Basic
weighted-average
common shares
issued and
outstanding:
Class A common       30,067        23,401        29,502         21,322    
stock
Class B common       4,585         17,124        4,884          18,985    
stock
Diluted earnings
per common
share:
Class A common       $ 0.24        $ 0.30        $ 0.90         $ 0.86    
stock
Class B common       $ 0.24        $ 0.30        $ 0.90         $ 0.86    
stock
Diluted
weighted-average
common shares
issued and
outstanding:
Class A common       35,826        42,426        35,901         42,486    
stock
Class B common       5,732         19,023        6,346          21,155    
stock
                                                                             

                                            
GREEN DOT CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)
                                               
                                               Nine Months Ended September 30,
                                               2012              2011
                                               (In thousands)
Operating activities
Net income                                     $  39,620           $ 38,074
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization                  12,564              8,772
Provision for uncollectible overdrawn          42,098              46,210
accounts
Employee stock-based compensation              9,041               7,042
Stock-based retailer incentive                 6,985               13,785
compensation
Amortization of premium on                     954                 157
available-for-sale investment securities
Realized gains on investment securities        (8          )       —
(Recovery) provision for uncollectible         (420        )       150
trade receivables
Impairment of capitalized software             912                 348
Deferred income taxes                          (32         )       107
Excess tax benefits from exercise of           (2,665      )       (2,159    )
options
Changes in operating assets and
liabilities:
Settlement assets                              (16,295     )       (3,312    )
Accounts receivable, net                       (45,385     )       (44,494   )
Prepaid expenses and other assets              (11,022     )       (2,360    )
Deferred expenses                              5,681               1,673
Accounts payable and other accrued             21,809              (2,813    )
liabilities
Settlement obligations                         16,295              3,312
Amounts due issuing bank for overdrawn         6,964               5,780
accounts
Deferred revenue                               (10,523     )       (4,156    )
Income tax receivable                          6,743              10,393    
Net cash provided by operating activities      83,316              76,509
Investing activities
Purchases of available-for-sale investment     (200,755    )       (40,062   )
securities
Proceeds from maturities of                    29,708              10,000
available-for-sale securities
Proceeds from sales of available-for-sale      55,855              —
securities
Decrease in restricted cash                    142                 (5,159    )
Payments for acquisition of property and       (23,312     )       (16,997   )
equipment
Net principal collections on loans             2,348               —
Acquisition of Loopt Inc., net of cash         (33,401     )       —         
acquired
Net cash used in investing activities          (169,415    )       (52,218   )
Financing activities
Proceeds from exercise of options              2,710               4,341
Excess tax benefits from exercise of           2,665               2,159
options
Net decrease in deposits                       (428        )       —
Net increase in funds held on behalf of        23,137             —         
customers
Net cash provided by financing activities      28,084             6,500     
Net (decrease) increase in unrestricted
cash, cash equivalents, and federal funds      (58,015     )       30,791
sold
Unrestricted cash, cash equivalents, and       225,433            167,503   
federal funds sold, beginning of year
Unrestricted cash, cash equivalents, and       $  167,418         $ 198,294 
federal funds sold, end of period
                                                                   
Cash paid for interest                         $  72               $ 6
Cash paid for income taxes                     $  23,012           $ 12,974

                                              
GREEN DOT CORPORATION

Reconciliation of Total Operating Revenues to Non-GAAP Total Operating
Revenues (1)

(Unaudited)
                                                   
                   Three Months Ended              Nine Months Ended September
                   September 30,                   30,
                   2012          2011            2012            2011
                   (in thousands)
Reconciliation
of total
operating
revenues to
non-GAAP total
operating
revenues
Total
operating          $ 134,349       $ 115,387       $  413,362       $ 347,724
revenues
Stock-based
retailer
incentive          1,202          3,549          6,985            13,785
compensation
(2)(3)
Non-GAAP total
operating          $ 135,551      $ 118,936      $   420,347      $ 361,509
revenues
                                                                       

                                                  
Reconciliation of Net Income to Non-GAAP Net Income (1)

(Unaudited)
                                                       
                      Three Months Ended September     Nine Months Ended
                      30,                              September 30,
                      2012            2011           2012         2011
                      (in thousands, except per share data)
Reconciliation of
net income to
non-GAAP net
income
Net income            $  10,613         $ 13,303       $ 39,620       $ 38,074
Employee
stock-based
compensation          1,469             1,687          5,486          4,357
expense,

net of tax (4)
Stock-based
retailer
incentive             729              2,202         4,238         8,529
compensation, net
of tax (2)
Non-GAAP net          $  12,811        $ 17,192      $ 49,344      $ 50,960
income
Diluted earnings
per share*
GAAP                  $  0.24           $ 0.30         $ 0.90         $ 0.86
Non-GAAP              $  0.29           $ 0.39         $ 1.12         $ 1.15
Diluted
weighted-average
shares issued and
outstanding**
GAAP                  35,826            42,426         35,901         42,486
Non-GAAP              43,894            44,077         44,079         44,247
                                                                      

____________

*   Reconciliations between GAAP and non-GAAP diluted weighted-average shares
     issued and outstanding are provided in the next table.
**   Diluted weighted-average Class A shares issued and outstanding is the
     most directly comparable GAAP measure for the periods indicated.

                                                    
GREEN DOT CORPORATION

Reconciliation of GAAP to Non-GAAP Diluted Weighted-Average Shares issued and
Outstanding (1)

(Unaudited)
                              
                              Three Months Ended         Nine Months Ended
                              September 30,              September 30,
                              2012         2011        2012        2011
                              (in thousands)
Reconciliation of GAAP
to non-GAAP diluted
weighted-average shares
issued and outstanding
Diluted weighted-average
shares issued and             35,826         42,426      35,901        42,486
outstanding*
Assumed conversion of
weighted-average shares       6,859          —           6,859         —
of preferred stock
Weighted-average shares       1,209          1,651       1,319         1,761
subject to repurchase
Non-GAAP diluted
weighted-average shares       43,894         44,077      44,079        44,247
issued and outstanding
                                                                       

____________

*  Represents the diluted weighted-average shares of Class A common stock for
    the periods indicated.

                                                
Supplemental Detail on Non-GAAP Diluted Weighted-Average Shares Issued and
Outstanding

(Unaudited)
                                                                            
                   Three Months Ended              Nine Months Ended September
                   September 30,                   30,
                   2012           2011           2012           2011
                   (in thousands)
Supplemental
detail on non-GAAP
diluted
weighted-average
shares issued and
outstanding
Stock outstanding
as of September
30:
Class A common     31,314           25,165         31,314           25,165
stock
Class B common     4,560            17,026         4,560            17,026
stock
Preferred stock
(on an             6,859           —             6,859           —       
as-converted
basis)
Total stock
outstanding as of  42,733           42,191         42,733           42,191
September 30:
Weighting          (13     )        (15     )      (169    )        (123    )
adjustment
Dilutive potential
shares:
Stock options      1,147            1,899          1,462            2,170
Restricted stock   —                2              4                1
units
Employee stock     27              —             49              8       
purchase plan
Non-GAAP diluted
weighted-average   43,894          44,077        44,079          44,247  
shares issued and
outstanding

                                               
GREEN DOT CORPORATION

Reconciliation of Net Income to Adjusted EBITDA (1)

(Unaudited)
                                                    
                    Three Months Ended              Nine Months Ended September
                    September 30,                   30,
                    2012          2011            2012          2011
                    (in thousands)
Reconciliation
of net income
to adjusted
EBITDA
Net income          $ 10,613        $ 13,303        $ 39,620        $ 38,074
Net interest        (962      )     (134      )     (3,065    )     (372      )
income
Income tax          6,875           8,139           25,680          23,461
expense
Depreciation
and                 4,824           3,276           12,564          8,772
amortization
Employee
stock-based         2,420           2,719           9,041           7,042
compensation
expense (3)(4)
Stock-based
retailer
incentive           1,202          3,549          6,985          13,785    
compensation
(2)(3)
Adjusted EBITDA     $ 24,972       $ 30,852       $ 90,825       $ 90,762  
Non-GAAP total
operating           $ 135,551      $ 118,936      $ 420,347      $ 361,509 
revenues
Adjusted
EBITDA/non-GAAP
total operating     18.4      %     25.9      %     21.6      %     25.1      %
revenues
(adjusted
EBITDA margin)
                                                                              

                                                          
Reconciliation of Forward Looking Guidance for Non-GAAP Financial Measures to

Projected GAAP Total Operating Revenue (1)

(Unaudited)
                                                             
                                                             Range
                                                             Low       High
                                                             (in millions)
Reconciliation of total operating revenues to non-GAAP
total operating revenues
Total operating revenues                                     $ 526       $ 535
Stock-based retailer incentive compensation (2)*             8          8
Non-GAAP total operating revenues                            $ 534      $ 543
                                                                           

    Assumes the Company's right to repurchase lapses on 36,810 shares per
    month for the remaining three months in 2012 of the Company's Class A
*  common stock at $12.23 per share, our market price on the last trading day
    of the third quarter 2012. A $1.00 change in the Company's Class A common
    stock price represents an annual change of $441,720 in stock-based
    retailer incentive compensation.
    

                                                        
Reconciliation of Forward Looking Guidance for Non-GAAP Financial Measures to

Projected GAAP Net Income (1)

(Unaudited)
                                                           
                                                           Range
                                                           Low       High
                                                           (in millions)
Reconciliation of net income to adjusted EBITDA
Net income                                                 $ 42        $ 43
Adjustments (5)                                            62         63    
Adjusted EBITDA                                            $ 104       $ 106
                                                                       
Non-GAAP total operating revenues                          $ 543      $ 534 
Adjusted EBITDA / Non-GAAP total operating revenues        19    %     20    %
(Adjusted EBITDA margin)
                                                                             

                                                        
GREEN DOT CORPORATION

Reconciliation of Forward Looking Guidance for Non-GAAP Financial Measures to

Projected GAAP Net Income (1)

(Unaudited)
                                                           
                                                           Range
                                                           Low        High
                                                           (in millions)
Reconciliation of net income to non-GAAP net income
Net income                                                 $ 42         $ 43
Adjustments (5)                                            15          15
Non-GAAP net income                                        $ 57         $ 58
Diluted earnings per share*
GAAP                                                       $ 1.17       $ 1.19
Non-GAAP                                                   $ 1.29       $ 1.32
Diluted weighted-average shares issued and
outstanding**
GAAP                                                       36           36
Non-GAAP                                                   44           44
                                                                        

____________

*   Reconciliations between GAAP and non-GAAP diluted weighted-average shares
     issued and outstanding are provided in the next table.
**   Diluted weighted-average Class A shares issued and outstanding is the
     most directly comparable GAAP measure for the periods indicated.
     

                                                              
Reconciliation of Forward Looking Guidance for Non-GAAP Financial Measures to

Projected GAAP Diluted Weighted-Average Shares Issued and Outstanding (1)

(Unaudited)
                                                                 
                                                                 Range
                                                                 Low    High
                                                                 (in millions)
Reconciliation of GAAP to non-GAAP diluted weighted-average
shares issued and outstanding
Diluted weighted-average shares issued and outstanding*          36       36
Assumed conversion of weighted-average shares of preferred       7        7
stock
Weighted-average shares subject to repurchase                    1        1
Non-GAAP diluted weighted-average shares issued and              44       44
outstanding
                                                                          

____________

*  Represents the diluted weighted-average shares of Class A common stock for
    the periods indicated.
    

(1) To supplement the Company’s consolidated financial statements presented in
accordance with GAAP, the Company uses measures of operating results that are
adjusted to exclude various, primarily non-cash, expenses and charges. These
financial measures are not calculated or presented in accordance with GAAP and
should not be considered as alternatives to or substitutes for operating
revenues, operating income, net income or any other measure of financial
performance calculated and presented in accordance with GAAP. These financial
measures may not be comparable to similarly-titled measures of other
organizations because other organizations may not calculate their measures in
the same manner as we do. These financial measures are adjusted to eliminate
the impact of items that the Company does not consider indicative of its core
operating performance. You are encouraged to evaluate these adjustments and
the reasons we consider them appropriate.

The Company believes that the non-GAAP financial measures it presents are
useful to investors in evaluating the Company’s operating performance for the
following reasons:

  *stock-based retailer incentive compensation is a non-cash GAAP accounting
    charge that is an offset to the Company’s actual revenues from operations
    as the Company has historically calculated them. This charge results from
    the monthly lapsing of the Company’s right to repurchase a portion of the
    2,208,552 shares it issued to its largest distributor, Walmart, in May
    2010. By adding back this charge to the Company’s GAAP 2010 and future
    total operating revenues, investors can make direct comparisons of the
    Company’s revenues from operations prior to and after May 2010 and thus
    more easily perceive trends in the Company’s core operations. Further,
    because the monthly charge is based on the then-current fair market value
    of the shares as to which the Company’s repurchase right lapses, adding
    back this charge eliminates fluctuations in the Company’s operating
    revenues caused by variations in its stock price and thus provides insight
    on the operating revenues directly associated with those core operations;
  *the Company records employee stock-based compensation from period to
    period, and recorded employee stock-based compensation expenses of
    approximately $2.4 million and $2.7 million for the three-month periods
    ended September30, 2012 and 2011, respectively. By comparing the
    Company’s adjusted EBITDA, non-GAAP net income and non-GAAP diluted
    earnings per share in different historical periods, investors can evaluate
    the Company’s operating results without the additional variations caused
    by employee stock-based compensation expense, which may not be comparable
    from period to period due to changes in the fair market value of the
    Company’s Class A common stock (which is influenced by external factors
    like the volatility of public markets and the financial performance of the
    Company’s peers) and is not a key measure of the Company’s operations;
  *adjusted EBITDA is widely used by investors to measure a company’s
    operating performance without regard to items, such as interest expense,
    income tax expense, depreciation and amortization, employee stock-based
    compensation expense, and stock-based retailer incentive compensation
    expense, that can vary substantially from company to company depending
    upon their respective financing structures and accounting policies, the
    book values of their assets, their capital structures and the methods by
    which their assets were acquired; and
  *securities analysts use adjusted EBITDA as a supplemental measure to
    evaluate the overall operating performance of companies.

The Company’s management uses the non-GAAP financial measures:

  *as measures of operating performance, because they exclude the impact of
    items not directly resulting from the Company’s core operations;
  *for planning purposes, including the preparation of the Company’s annual
    operating budget;
  *to allocate resources to enhance the financial performance of the
    Company’s business;
  *to evaluate the effectiveness of the Company’s business strategies; and
  *in communications with the Company’s board of directors concerning the
    Company’s financial performance.

The Company understands that, although adjusted EBITDA and other non-GAAP
financial measures are frequently used by investors and securities analysts in
their evaluations of companies, these measures have limitations as an
analytical tool, and you should not consider them in isolation or as
substitutes for analysis of the Company’s results of operations as reported
under GAAP. Some of these limitations are:

  *that these measures do not reflect the Company’s capital expenditures or
    future requirements for capital expenditures or other contractual
    commitments;
  *that these measures do not reflect changes in, or cash requirements for,
    the Company’s working capital needs;
  *that these measures do not reflect interest expense or interest income;
  *that these measures do not reflect cash requirements for income taxes;
  *that, although depreciation and amortization are non-cash charges, the
    assets being depreciated or amortized will often have to be replaced in
    the future, and these measures do not reflect any cash requirements for
    these replacements; and
  *that other companies in the Company’s industry may calculate these
    measures differently than the Company does, limiting their usefulness as
    comparative measures.

(2) This expense consists of the recorded fair value of the shares of Class A
common stock for which the Company’s right to repurchase has lapsed pursuant
to the terms of the May 2010 agreement under which they were issued to
Wal-Mart Stores, Inc., a contra-revenue component of the Company’s total
operating revenues. Prior to the three months ended June 30, 2010, the Company
did not record stock-based retailer incentive compensation expense. The
Company will, however, continue to incur this expense through May 2015. In
future periods, the Company does not expect this expense will be comparable
from period to period due to changes in the fair value of its Class A common
stock. The Company will also have to record additional stock-based retailer
incentive compensation expense to the extent that a warrant to purchase its
Class B common stock vests and becomes exercisable upon the achievement of
certain performance goals by PayPal. The Company does not believe these
non-cash expenses are reflective of ongoing operating results.

(3) The Company does not include any income tax impact of the associated
non-GAAP adjustment to non-GAAP total operating revenues or adjusted EBITDA,
as the case may be, because each of these non-GAAP financial measures is
provided before income tax expense.

(4) This expense consists primarily of expenses for employee stock options.
Employee stock-based compensation expense is not comparable from period to
period due to changes in the fair market value of the Company’s Class A common
stock (which is influenced by external factors like the volatility of public
markets and the financial performance of the Company’s peers) and is not a key
measure of the Company’s operations. The Company excludes employee stock-based
compensation expense from its non-GAAP financial measures primarily because it
consists of non-cash expenses that the Company does not believe are reflective
of ongoing operating results. Further, the Company believes that it is useful
to investors to understand the impact of employee stock-based compensation to
its results of operations.

(5) These amounts represent estimated adjustments for net interest income,
income taxes, depreciation and amortization, employee stock-based compensation
expense, and stock-based retailer incentive compensation expense. Employee
stock-based compensation expense and stock-based retailer incentive
compensation expense include assumptions about the future fair market value of
the Company’s Class A common stock (which is influenced by external factors
like the volatility of public markets and the financial performance of the
Company’s peers).

Contact:

Investor Relations:
Christopher Mammone, 626-765-2427
IR@greendot.com
or
Media Relations:
Liz Brady DiTrapano, 646-277-1226
Liz.DiTrapano@icrinc.com
 
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