Green Dot Reports First Quarter 2013 Non-GAAP Revenue Growth of 8%, Non-GAAP diluted EPS of $0.42, Updates Revenue Outlook for

  Green Dot Reports First Quarter 2013 Non-GAAP Revenue Growth of 8%, Non-GAAP
  diluted EPS of $0.42, Updates Revenue Outlook for 2013

Business Wire

PASADENA, Calif. -- April 30, 2013

Green Dot Corporation (NYSE: GDOT), today reported financial results for the
first quarter ended March31, 2013.

For the first quarter of 2013, Green Dot reported an 8% year-over-year
increase in non-GAAP total operating revenues^1 to $155.8 million and non-GAAP
diluted earnings per share^1 of $0.42. GAAP results for the first quarter were
$154.1 million in total operating revenues and $0.35 in diluted earnings per
share.

Net cash provided by operating activities totaled $24.5 million for the first
quarter.

“Our first quarter results were better than our internal forecast. The solid
gains in our key usage metrics, particularly in average spend, reloads, and
revenue per card, helped us deliver non-GAAP revenue growth of 8%
year-over-year. Our Q1 results demonstrate that, despite increased direct
competition and new, more stringent risk controls, Green Dot remains a strong
and growing leader in the prepaid market. While we are generally pleased with
how things played out in Q1, we believe there is still a lack of certainty for
the remainder of the year," said Steve Streit, Green Dot's Chairman and Chief
Executive Officer.

GAAP financial results for the first quarter of 2013 compared to the first
quarter of 2012:

  *Total operating revenues on a generally accepted accounting principles
    (GAAP) basis increased 9% to $154.1 million for the first quarter of 2013
    from $141.2 million for the first quarter of 2012
  *GAAP net income was $15.6 million for the first quarter of 2013 versus
    $16.4 million for the first quarter of 2012
  *GAAP basic and diluted earnings per common share were $0.36 and $0.35,
    respectively, for the first quarter of 2013 versus $0.39 and $0.37,
    respectively, for the first quarter of 2012

Non-GAAP financial results for the first quarter of 2013 compared to the first
quarter of 2012:^1

  *Non-GAAP total operating  revenues^1 increased 8% to $155.8 million for
    the first quarter of 2013 from $144.4 million for the first quarter of
    2012
  *Non-GAAP net income^1 was $18.5 million for the first quarter of 2013
    versus $20.5 million for the first quarter of 2012
  *Non-GAAP diluted earnings per share^1 were $0.42 for the first quarter of
    2013 versus $0.46 for the first quarter of 2012
  *EBITDA plus employee stock-based compensation expense and stock-based
    retailer incentive compensation expense (adjusted EBITDA^1) was $34.2
    million for the first quarter of 2013 versus $36.0 million for the first
    quarter of 2012

    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 financial 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.
    

Key business metrics for the quarter ended March31, 2013:

  *Number of cash transfers was 11.25 million for the first quarter of 2013,
    an increase of 1.16 million, or 11%, over the first quarter of 2012
  *Number of active cards at quarter end was 4.49 million, a decrease of 0.20
    million, or 4%, over the first quarter of 2012
  *Gross dollar volume (GDV) was $5.1 billion for the first quarter of 2013,
    an increase of $249 million, or 5%, versus the first quarter of 2012
  *Purchase volume was $3.6 billion for the first quarter of 2013, an
    increase of $95 million, or 3%, over the first quarter of 2012

Please refer to the Company's Annual Report on Form 10-K 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 five calendar
quarters:

                       2013      2012
                       Q1        Q4        Q3        Q2        Q1
                       (In millions)
Number of cash         11.25       11.04     10.52     10.14     10.09
transfers
Number of active cards 4.49        4.37        4.42        4.44        4.69
at quarter end
Gross dollar volume    $ 5,072     $ 4,279     $ 4,070     $ 3,980     $ 4,823
Purchase volume        $ 3,582     $ 3,233     $ 2,966     $ 2,943     $ 3,487
                                                                         

Select Business Updates

  *As of the quarter ended March 31, 2013, Green Dot has 700,000 direct
    deposit customers with retention of approximately 20 months, and 2.1
    million cash reloading customers with retention of approximately 9 months,
    for a blended retention of approximately 12 months. At 2.8 million
    reloading customers, Green Dot believes that its reloading customer base
    is larger than the entire customer base of any other company in the
    prepaid industry, with customer retention that is among the best in our
    industry
  *Green Dot remains on track to make its new mobile bank account product
    available to the general public this summer. The company plans to
    demonstrate the latest developments on GoBank at the Finovate financial
    technology conference in San Francisco on May 14th
  *Green Dot's new RushCard Live product in conjunction with UniRush LLC
    launched earlier this month and is now in the process of rolling out to
    more than 4,000 Rite Aid stores and 7,000 CVS/pharmacy stores nationwide.
    Green Dot believes RushCard Live will contribute to overall category
    growth in participating retailers over time

John Keatley, Green Dot's Chief Financial Officer, added, "We had solid
revenue growth in the first quarter, driven in large part by the increasing
quality and retention of our portfolio. This was encouraging given the
significant headwinds that we encountered in Q1, including increased
competition, the impact of new risk controls, and lower tax refund volumes
than we have seen in previous years. Adjusted EBITDA margins were impacted
year-over-year due to the integration of the Loopt acquisition, which was not
reflected in our prior year results. Based on our first quarter results, we
have increased our full year non-GAAP revenue guidance to $525-550 million.
Our guidance for full year adjusted EBITDA and non-GAAP EPS remains unchanged,
as we anticipate the possibility of investments required to support new growth
initiatives."

Outlook for 2013

Green Dot's updated 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 2013, Green Dot now expects full year non-GAAP total operating revenues^2
to be in the range of $525 million to $550 million.

Green Dot's guidance for full year adjusted EBITDA and non-GAAP EPS is
unchanged. Green Dot continues to expect adjusted EBITDA^2 to be between $85
million and $100 million for the full year, and full-year non-GAAP diluted
EPS^2 to be between $0.95 and $1.20.

Conference Call

The Company will host a conference call to discuss first quarter 2013
financial results today at 5:00 p.m. 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 10027361. The replay of the webcast will be available until
Thursday, May 7, 2013. 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 2013 guidance, including all the statements under
"Outlook for 2013," 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, impact of competition, the Company's reliance on retail
distributors for the promotion of its products and services, demand for the
Company's new and existing 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 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 April30, 2013, 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 accounting principles generally accepted in the United States
of America (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 2013 guidance for non-GAAP total operating
revenues, adjusted EBITDA and Non-GAAP diluted earnings per share. 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 GAAP, 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 Corporation is a Bank Holding Company with a mission to reinvent
personal banking for the masses. Its market leading brand of prepaid debit
cards and prepaid reload services are available to consumers at more than
60,000 retail locations nationwide and online at greendot.com. The company is
headquartered in Pasadena, California with technology offices in Mountain
View, California and Westlake Village, California and its bank subsidiary,
Green Dot Bank, located in Provo, Utah.

                                                             
GREEN DOT CORPORATION

CONSOLIDATED BALANCE SHEETS
                                                                  
                                              March 31,           December 31,
                                              2013                2012
                                              (Unaudited)
                                              (In thousands, except par value)
Assets
Current assets:
Unrestricted cash and cash equivalents        $  370,159          $   293,590
Federal funds sold                            3,001               3,001
Investment securities available-for-sale,     100,742             115,244
at fair value
Settlement assets                             48,459              36,127
Accounts receivable, net                      50,561              40,441
Prepaid expenses and other assets             25,204              31,952
Income tax receivable                         —                   7,386
Net deferred tax assets                       2,338              2,478
Total current assets                          600,464             530,219
Restricted cash                               634                 634
Investment securities,                        62,443              68,543
available-for-sale, at fair value
Accounts receivable, net                      10,913              10,931
Loans to bank customers, net of allowance
for loan losses of $450 and $475 as of
March 31, 2013
and December 31, 2012, respectively           7,228               7,552
Prepaid expenses and other assets             2,053               1,530
Property and equipment, net                   58,098              58,376
Deferred expenses                             9,784               12,510
Net deferred tax assets                       4,579               4,629
Goodwill and intangible assets                30,772             30,804
Total assets                                  $  786,968         $   725,728
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable                              $  18,933           $   31,411
Deposits                                      222,022             198,451
Obligations to customers                      61,204              46,156
Settlement obligations                        16,940              3,639
Amounts due to card issuing banks for         53,178              50,724
overdrawn accounts
Other accrued liabilities                     29,089              29,469
Deferred revenue                              14,852              19,557
Income tax payable                            446                —
Total current liabilities                     416,664             379,407
Other accrued liabilities                     21,818             18,557
Total liabilities                             438,482             397,964
                                                                  
Stockholders’ equity:
Convertible Series A preferred stock,
$0.001 par value: 10 shares authorized
and 7 shares
issued and outstanding as of March 31,        7                   7
2013 and December 31, 2012, respectively
Class A common stock, $0.001 par value;
100,000 shares authorized as of March 31,
2013 and
December 31, 2012, respectively; 32,157
and 31,798 shares issued and outstanding
as of March
31, 2013 and December 31, 2012,               32                  31
respectively
Class B convertible common stock, $0.001
par value, 100,000 shares authorized as
of March 31,
2013 and December 31, 2012, respectively;
3,918 and 4,197 shares issued and
outstanding as
of March 31, 2013 and December 31, 2012,      3                   4
respectively
Additional paid-in capital                    163,784             158,656
Retained earnings                             184,556             168,960
Accumulated other comprehensive income        104                106
Total stockholders’ equity                    348,486            327,764
Total liabilities and stockholders’           $  786,968         $   725,728
equity
                                                                      

                                      
GREEN DOT CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)
                                         
                                         Three Months Ended March 31,
                                         2013                  2012
                                         (In thousands, except per share data)
Operating revenues:
Card revenues and other fees             $    64,667             $  61,222
Cash transfer revenues                   44,335                  39,643
Interchange revenues                     46,756                  43,506
Stock-based retailer incentive           (1,609        )         (3,190     )
compensation
Total operating revenues                 154,149                 141,181
Operating expenses:
Sales and marketing expenses             56,177                  52,572
Compensation and benefits expenses       31,754                  26,153
Processing expenses                      21,999                  20,850
Other general and administrative         20,880                 15,968     
expenses
Total operating expenses                 130,810                115,543    
Operating income                         23,339                  25,638
Interest income                          819                     959
Interest expense                         (17           )         (24        )
Income before income taxes               24,141                  26,573
Income tax expense                       8,555                  10,205     
Net income                               15,586                  16,368
Income attributable to preferred         (2,493        )         (2,650     )
stock
Net income allocated to common           $    13,093            $  13,718  
stockholders
Basic earnings per common share:
Class A common stock                     $    0.36              $  0.39    
Class B common stock                     $    0.36              $  0.39    
Basic weighted-average common shares
issued and outstanding:
Class A common stock                     30,951                 28,839     
Class B common stock                     4,096                  5,230      
Diluted earnings per common share:
Class A common stock                     $    0.35              $  0.37    
Class B common stock                     $    0.35              $  0.37    
Diluted weighted-average common
shares issued and outstanding:
Class A common stock                     36,293                 35,867     
Class B common stock                     5,190                  7,012      
                                                                            

                                               
GREEN DOT CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)
                                                  
                                                  Three Months Ended March 31,
                                                  2013           2012
                                                  (In thousands)
Operating activities
Net income                                        $  15,586        $ 16,368
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization                     6,354            3,651
Provision for uncollectible overdrawn             15,470           14,450
accounts
Employee stock-based compensation                 2,890            3,489
Stock-based retailer incentive compensation       1,609            3,190
Amortization of premium on available-for-sale     173              264
investment securities
Realized gains (losses) on investment             6                (8        )
securities
Recovery for uncollectible trade receivables      (41        )     (429      )
Impairment of capitalized software                936              43
Deferred income tax expense                       193              —
Excess tax benefits from exercise of options      (229       )     (1,268    )
Changes in operating assets and liabilities:
Accounts receivable, net                          (26,529    )     (20,328   )
Prepaid expenses and other assets                 6,225            (4,364    )
Deferred expenses                                 2,726            2,833
Accounts payable and other accrued                (7,681     )     18,802
liabilities
Amounts due issuing bank for overdrawn            3,452            3,445
accounts
Deferred revenue                                  (4,705     )     (5,452    )
Income tax receivable                             8,067           2,577     
Net cash provided by operating activities         24,502           37,263
                                                                   
Investing activities
Purchases of available-for-sale investment        (46,841    )     (122,077  )
securities
Proceeds from maturities of                       54,227           8,053
available-for-sale securities
Proceeds from sales of available-for-sale         13,026           7,700
securities
Decrease in restricted cash                       —                (115      )
Payments for acquisition of property and          (8,886     )     (7,833    )
equipment
Net principal collections on loans                324              877
Acquisitions, net of cash acquired                —               (32,052   )
Net cash provided by (used in) investing          11,850           (145,447  )
activities
                                                                   
Financing activities
Proceeds from exercise of options                 400              588
Excess tax benefits from exercise of options      229              1,268
Net increase in deposits                          23,571           515
Net increase in obligations to customers          16,017          —         
Net cash provided by financing activities         40,217          2,371     
                                                                   
Net increase (decrease) in unrestricted cash,     76,569           (105,813  )
cash equivalents, and federal funds sold
Unrestricted cash, cash equivalents, and          296,591         225,433   
federal funds sold, beginning of year
Unrestricted cash, cash equivalents, and          $  373,160      $ 119,620 
federal funds sold, end of period
                                                                   
Cash paid for interest                            $  30            $ 28
Cash paid for income taxes                        $  302           $ 9,827
                                                                             

                                               
GREEN DOT CORPORATION

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

(Unaudited)
                                                  
                                                  Three Months Ended March 31,
                                                  2013             2012
                                                  (In thousands)
Reconciliation of total operating revenues to
non-GAAP total operating revenues
Total operating revenues                          $  154,149         $ 141,181
Stock-based retailer incentive compensation       1,609             3,190
(2)(3)
Non-GAAP total operating revenues                 $  155,758        $ 144,371
                                                                       

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

(Unaudited)
                                         
                                         Three Months Ended March 31,
                                         2013                     2012
                                         (In thousands, except per share data)
Reconciliation of net income to
non-GAAP net income
Net income                               $    15,586                $  16,368
Employee stock-based compensation        1,866                      2,149
expense, net of tax (4)
Stock-based retailer incentive           1,039                     1,965
compensation, net of tax (2)
Non-GAAP net income                      $    18,491               $  20,482
Diluted earnings per share*
GAAP                                     $    0.35                  $  0.37
Non-GAAP                                 $    0.42                  $  0.46
Diluted weighted-average shares
issued and outstanding**
GAAP                                     36,293                     35,867
Non-GAAP                                 44,137                     44,156
________________

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

(Unaudited)
                                                  
                                                  Three Months Ended March 31,
                                                  2013               2012
                                                  (In thousands)
Reconciliation of GAAP to non-GAAP diluted
weighted-average shares issued and
outstanding
Diluted weighted-average shares issued and        36,293               35,867
outstanding*
Assumed conversion of weighted-average shares     6,859                6,859
of preferred stock
Weighted-average shares subject to repurchase     985                 1,430
Non-GAAP diluted weighted-average shares          44,137              44,156
issued and outstanding
___________

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

                                               
GREEN DOT CORPORATION

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

(Unaudited)
                                                                             
                                                  Three Months Ended March 31,
                                                  2013           2012
                                                  (In thousands)
Supplemental detail on non-GAAP diluted
weighted-average shares issued and
outstanding
Stock outstanding as of March 31:
Class A common stock                              32,157           30,418
Class B common stock                              3,918            5,171
Preferred stock (on an as-converted basis)        6,859           6,859     
Total stock outstanding as of March 31:           42,934           42,448
Weighting adjustment                              (43        )     (90       )
Dilutive potential shares:
Stock options                                     1,094            1,782
Restricted stock units                            119              7
Employee stock purchase plan                      33              9         
Non-GAAP diluted weighted-average shares          44,137          44,156    
issued and outstanding
                                                                             
Reconciliation of Net Income to Adjusted EBITDA (1)

(Unaudited)
                                                                             
                                                  Three Months Ended March 31,
                                                  2013             2012
                                                  (In thousands)
Reconciliation of net income to adjusted
EBITDA
Net income                                        $ 15,586         $ 16,368
Net interest income                               (802      )      (935      )
Income tax expense                                8,555            10,205
Depreciation and amortization                     6,354            3,651
Employee stock-based compensation expense         2,890            3,489
(3)(4)
Stock-based retailer incentive compensation       1,609           3,190     
(2)(3)
Adjusted EBITDA                                   $ 34,192        $ 35,968  
Non-GAAP total operating revenues                 $ 155,758       $ 144,371 
Adjusted EBITDA/non-GAAP total operating          22.0      %      24.9      %
revenues (adjusted EBITDA margin)
                                                                             

                                                           
GREEN DOT CORPORATION

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                                      $ 518      $ 543
Stock-based retailer incentive compensation (2)*              7          7
Non-GAAP total operating revenues                             $ 525      $ 550
_______________

  
    Assumes the Company's right to repurchase lapses on 36,810 shares per
    month during 2013 of the Company's Class A common stock at $16.71 per
*   share, our market price on the last trading day of the first quarter 2013.
    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                                                 $ 31        $ 42
Adjustments (5)                                            54         58    
Adjusted EBITDA                                            $ 85        $ 100
                                                                       
Non-GAAP total operating revenues                          $ 550      $ 525 
Adjusted EBITDA / Non-GAAP total operating revenues        15    %     19    %
(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                                                 $ 31         $ 42
Adjustments (5)                                            11           11
Non-GAAP net income                                        $ 42         $ 53
Diluted earnings per share*
GAAP                                                       $ 0.70       $ 0.95
Non-GAAP                                                   $ 0.95       $ 1.20
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 $2.89 million and $3.49 million for the three-month periods
    ended March31, 2013 and 2012, 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
 
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