Form 8-K


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
 
Date of Report (Date of Earliest Event Reported): July 28, 2011
 
Green Dot Corporation
(Exact Name of the Registrant as Specified in Its Charter)
 
Delaware
(State or Other Jurisdiction of Incorporation)
001-34819
 
95-4766827
(Commission File Number)
 
(IRS Employer Identification No.)
 
 
 
605 East Huntington Drive, Suite 205
Monrovia, CA
 
91016
(Address of Principal Executive Offices)
 
(Zip Code)

(626) 775-3400
(Registrant's Telephone Number, Including Area Code)
 
(Former Name or Former Address, If Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2)

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))






Item 2.02. Results of Operations and Financial Condition.
On July 28, 2011, Green Dot Corporation issued a press release announcing its financial results for the quarter ended June 30, 2011 and certain other financial information. A copy of the press release is furnished as Exhibit 99.01 to this Current Report and is incorporated herein by reference.
The information furnished in this Current Report, including the exhibit hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.

Number    Description
99.01        Press release, dated July 28, 2011








SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
GREEN DOT CORPORATION
 
 
 
 
 
By:
 
/s/ JOHN L. KEATLEY
 
 
 
John L. Keatley
 
 
 
Chief Financial Officer
 

Date: July 28, 2011






EXHIBIT INDEX
Number    Description
99.01        Press release, dated July 28, 2011


Earnings Release v2


Green Dot Reports Second Quarter 2011 Financial Results
Monrovia, CA - July 28, 2011 - Green Dot Corporation (NYSE: GDOT), a leading prepaid financial services company, today reported financial results for the second quarter ended June 30, 2011.
“We are pleased with our second quarter results. In Q2 we reported a 29% increase in non-GAAP total operating revenues to $119.4 million and a 26% increase in EBITDA to $29.1 million,” said Steve Streit, Green Dot's Chairman and Chief Executive Officer. "We continue to be on track with our full year 2011 guidance of non-GAAP total operating revenues and adjusted EBITDA."
GAAP financial results for the second quarter of 2011 compared to the second quarter of 2010:
Total operating revenues on a generally accepted accounting principles (GAAP) basis increased 27% to $115.0 million for the second quarter of 2011 from $90.3 million for the second quarter of 2010
GAAP net income was $12.1 million for the second quarter of 2011 compared to $12.5 million for the second quarter of 2010
GAAP basic and diluted earnings per common share were $0.29 and $0.27, respectively, for the second quarter of 2011 and $0.32 and $0.29, respectively, for the second quarter of 2010
Non-GAAP financial results for the second quarter of 2011 compared to the second quarter of 2010:1 
Non-GAAP total operating revenues1 increased 29% to $119.4 million for the second quarter of 2011 from $92.8 million for the second quarter of 2010
Non-GAAP net income1 increased 5% to $16.3 million for the second quarter of 2011 from $15.5 million for the second quarter of 2010
Non-GAAP diluted earnings per share1 was $0.37 for the second quarter of 2011 and $0.36 for the second quarter of 2010
EBITDA plus employee stock-based compensation expense and stock-based retailer incentive compensation expense (adjusted EBITDA1) increased 26% to $29.1 million for the second quarter of 2011 compared to $23.1 million for the second quarter of 2010
Key business metrics for the quarter ended June 30, 2011:
Number of general purpose reloadable (GPR) debit cards activated was 1.82 million for the second quarter of 2011, an increase of 23% over the second quarter of 2010
Number of cash transfers was 8.28 million for the second quarter of 2011, an increase of 29% over the second quarter of 2010
Number of active cards (as of quarter end) was 4.10 million, an increase of 27% over the second quarter of 2010
Gross dollar volume was $3.6 billion for the second quarter of 2011, an increase of 53% over the second quarter of 2010
Refer to the Company's Quarterly Report on Form 10-Q for a description of these key business metrics.

1

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, 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.



“Our results in the second quarter show that our growth continues at a rapid pace. Non-GAAP total operating revenues grew 29% year-over-year on growth in our active card portfolio of 27%.  Additionally, GDV grew 48% year-over-year to $3.6 billion, which shows that our customers continue to incorporate our products into their everyday lives and are using them more frequently. GAAP net income declined slightly year-over-year primarily because Q2 2010 benefited from an exceptionally low tax rate and lower commission rates paid to one of our largest distribution partners,” said John Keatley, Green Dot's Chief Financial Officer.
The following tables show the Company's quarterly key business metrics for each of the last six calendar quarters:
 
Q2
2011
Q1
2011
Q4
2010
Q3
2010
Q2
2010
Q1
2010
 
(in millions)
Number of GPR cards activated
1.82

2.21

1.53

1.47

1.48

1.79

Number of cash transfers
8.28

7.98

7.26

6.89

6.41

5.93

Number of active cards (as of quarter end)
4.10

4.28

3.40

3.28

3.24

3.37

Gross dollar volume
$
3,632

$
4,609

$
2,672

$
2,516

$
2,375

$
2,846

Conference Call
The Company will host a conference call to discuss second quarter 2011 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 (877) 407-4018, or (201) 689-8471 for international callers. A replay will be available one hour after the call and can be accessed by dialing (877) 870-5176 or (858) 384-5517 for international callers; the conference ID is 375932. 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/. A replay of the webcast will be available for 30 days.
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 2011 guidance 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, the Company's reliance on retail distributors for the promotion of its products and services, demand for the Company's products and services, competition and the Company's ability to operate in a highly regulated environment.  These and other risks are discussed in greater detail in the Company's Securities and Exchange Commission filings, including its quarterly report on Form 10-Q, which is 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 July 28, 2011, 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 data, non-GAAP weighted-average shares issued and outstanding 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 non-GAAP financial measures, investors are encouraged to review the reconciliations of the Company’s 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 leading prepaid financial services company providing simple, low-cost and convenient money management solutions to a broad base of U.S. consumers. Green Dot also owns and operates the Green Dot Network, the nation’s leading prepaid card reload network. Green Dot products are available online at www.greendot.com and at approximately 55,000 retail stores, including Walmart, Walgreens, CVS, Rite Aid, 7-Eleven, Kroger, Kmart, Meijer, and Radio Shack. Green Dot is headquartered in the greater Los Angeles area. For more details, visit www.greendot.com.
Contacts
Investor Relations
Don Duffy, 626-739-3942
IR@greendot.com
Media Relations
Liz Brady, 646-277-1226






GREEN DOT CORPORATION
CONSOLIDATED BALANCE SHEETS

 
June 30,
2011
 
December 31,
2010
 
(Unaudited)
 
 
 
(in thousands, except par value)
Assets
 
 
 
Current assets:
 
 
 
Unrestricted cash and cash equivalents
$
172,961

 
$
167,503

Investment securities available-for-sale, at fair value
25,988

 

Settlement assets
17,070

 
19,968

Accounts receivable, net
29,320

 
33,412

Prepaid expenses and other assets
9,217

 
8,608

Income tax receivable
4,237

 
15,004

Net deferred tax assets
4,911

 
5,398

Total current assets
263,704

 
249,893

Restricted cash
10,294

 
5,135

Investment securities available-for-sale, at fair value
14,039

 

Accounts receivable, net
3,658

 
2,549

Prepaid expenses and other assets
697

 
643

Property and equipment, net
22,345

 
18,034

Deferred expenses
7,187

 
9,504

Total assets
$
321,924

 
$
285,758

Liabilities and Stockholders’ Equity
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
15,942

 
$
17,625

Settlement obligations
17,070

 
19,968

Amounts due to card issuing banks for overdrawn accounts
39,948

 
35,068

Other accrued liabilities
15,305

 
21,633

Deferred revenue
12,698

 
17,214

Total current liabilities
100,963

 
111,508

Other accrued liabilities
5,304

 
3,737

Deferred revenue
31

 
44

Net deferred tax liabilities
5,010

 
5,338

Total liabilities
111,308

 
120,627

 
 
 
 
Stockholders’ equity:
 
 
 
Class A common stock, $0.001 par value; 100,000 shares authorized as of June 30, 2011 and December 31, 2010; 25,002 and 14,762 shares issued and outstanding as of June 30, 2011 and December 31, 2010, respectively
23

 
13

Class B convertible common stock, $0.001 par value, 100,000 shares authorized as of June 30, 2011 and December 31, 2010; 17,161 and 27,091 shares issued and outstanding as of June 30, 2011 and December 31, 2010, respectively
17

 
27

Additional paid-in capital
116,125

 
95,433

Retained earnings
94,429

 
69,658

Accumulated other comprehensive income
22

 

Total stockholders’ equity
210,616

 
165,131

Total liabilities and stockholders’ equity
$
321,924

 
$
285,758








GREEN DOT CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)

 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2011
 
2010
 
2011
 
2010
 
(in thousands, except per share data)
Operating revenues:
 
 
 
 
 
 
 
Card revenues
$
53,924

 
$
42,228

 
$
108,248

 
$
84,386

Cash transfer revenues
32,387

 
24,364

 
63,536

 
47,146

Interchange revenues
33,075

 
26,183

 
70,789

 
54,062

Stock-based retailer incentive compensation
(4,356
)
 
(2,457
)
 
(10,236
)
 
(2,457
)
Total operating revenues
115,030

 
90,318

 
232,337

 
183,137

Operating expenses:
 
 
 
 
 
 
 
Sales and marketing expenses
42,774

 
31,433

 
85,313

 
57,472

Compensation and benefits expenses
21,666

 
16,593

 
42,803

 
32,853

Processing expenses
17,330

 
13,872

 
37,063

 
28,552

Other general and administrative expenses
13,910

 
11,266

 
27,303

 
23,021

Total operating expenses
95,680

 
73,164

 
192,482

 
141,898

Operating income
19,350

 
17,154

 
39,855

 
41,239

Interest income
232

 
86

 
335

 
158

Interest expense
(96
)
 
(2
)
 
(97
)
 
(25
)
Income before income taxes
19,486

 
17,238

 
40,093

 
41,372

Income tax expense
7,416

 
4,730

 
15,322

 
16,049

Net income
12,070

 
12,508

 
24,771

 
25,323

Dividends, accretion, and allocated earnings of preferred stock

 
(7,917
)
 

 
(16,349
)
Net income allocated to common stockholders
$
12,070

 
$
4,591

 
$
24,771

 
$
8,974

Basic earnings per common share:
 
 
 
 
 
 
 
Class A common stock
$
0.29

 
$
0.32

 
$
0.59

 
$
0.66

Class B common stock
$
0.29

 
$
0.32

 
$
0.59

 
$
0.66

Basic weighted-average common shares issued and outstanding:
 
 
 
 
 
 
 
Class A common stock
22,144

 
13

 
19,848

 
6

Class B common stock
18,109

 
12,985

 
20,311

 
12,949

Diluted earnings per common share:
 
 
 
 
 
 
 
Class A common stock
$
0.27

 
$
0.29

 
$
0.56

 
$
0.61

Class B common stock
$
0.27

 
$
0.29

 
$
0.56

 
$
0.61

Diluted weighted-average common shares issued and outstanding:
 
 
 
 
 
 
 
Class A common stock
42,358

 
16,325

 
42,446

 
16,112

Class B common stock
20,212

 
16,311

 
22,594

 
16,107








GREEN DOT CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

 
Six Months Ended June 30,
 
2011
 
2010
 
(In thousands)
Operating activities
 
 
 
Net income
$
24,771

 
$
25,323

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization
5,496

 
3,363

Provision for uncollectible overdrawn accounts
30,721

 
22,640

Employee stock-based compensation
4,323

 
3,500

Stock-based retailer incentive compensation
10,236

 
2,457

Amortization of discount on available-for-sale investment securities
69

 

Provision for uncollectible trade receivables
26

 
(22
)
Impairment of capitalized software
237

 
62

Deferred income taxes
107

 
31

Excess tax benefits from exercise of options
(2,059
)
 

Changes in operating assets and liabilities:
 
 
 
Settlement assets
2,898

 
31,654

Accounts receivable, net
(27,764
)
 
(20,188
)
Prepaid expenses and other assets
(713
)
 
2,101

Deferred expenses
2,317

 
2,558

Accounts payable and other accrued liabilities
(5,207
)
 
5,239

Settlement obligations
(2,898
)
 
(31,654
)
Amounts due issuing bank for overdrawn accounts
4,880

 
8,553

Deferred revenue
(4,529
)
 
(3,437
)
Income tax payable/receivable
12,866

 
2,341

Net cash provided by operating activities
55,777

 
54,521

Investing activities
 
 
 
Purchases of available-for-sale investment securities
(40,062
)
 

(Increase) decrease in restricted cash
(5,159
)
 
10,229

Payments for acquisition of property and equipment
(11,231
)
 
(6,489
)
Net cash (used in) provided by investing activities
(56,452
)
 
3,740

Financing activities
 
 
 
Proceeds from exercise of options
4,074

 
420

Excess tax benefits from exercise of options
2,059

 

Net cash provided by financing activities
6,133

 
420

Net increase in unrestricted cash and cash equivalents
5,458

 
58,681

Unrestricted cash and cash equivalents, beginning of year
167,503

 
56,303

Unrestricted cash and cash equivalents, end of period
$
172,961

 
$
114,984

 
 
 
 
Cash paid for interest
$
6

 
$
20

Cash paid for income taxes
$
2,363

 
$
13,676








GREEN DOT CORPORATION
Reconciliation of Total Operating Revenues to Non-GAAP Total Operating Revenues (1)
(Unaudited)

 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2011
 
2010
 
2011
 
2010
 
(in thousands)
Reconciliation of total operating revenues to non-GAAP total operating revenues
 
 
 
 
 
 
 
Total operating revenues
$
115,030

 
$
90,318

 
$
232,337

 
$
183,137

Stock-based retailer incentive compensation (2)(3)
4,356

 
2,457

 
10,236

 
2,457

Non-GAAP total operating revenues
$
119,386

 
$
92,775

 
$
242,573

 
$
185,594



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

 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2011
 
2010
 
2011
 
2010
 
(in thousands, except per share data)
Reconciliation of net income to non-GAAP net income
 
 
 
 
 
 
 
Net income
$
12,070

 
$
12,508

 
$
24,771

 
$
25,323

Employee stock-based compensation expense,
net of tax (4)
1,524

 
1,203

 
2,671

 
2,142

Stock-based retailer incentive compensation, net of tax (2)
2,700

 
1,783

 
6,324

 
1,504

Non-GAAP net income
$
16,294

 
$
15,494

 
$
33,766

 
$
28,969

Diluted earnings per share*
 
 
 
 
 
 
 
GAAP
$
0.27

 
$
0.29

 
$
0.56

 
$
0.61

Non-GAAP
$
0.37

 
$
0.36

 
$
0.76

 
$
0.69

Diluted weighted-average shares issued and outstanding**
 
 
 
 
 
 
 
GAAP
42,358

 
16,325

 
42,446

 
16,112

Non-GAAP
44,120

 
42,734

 
44,263

 
41,791

____________
*
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 and diluted weighted-average Class B shares issued and outstanding are the most directly comparable GAAP measure for periods ending in 2011 and 2010, respectively.






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

 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2011
 
2010
 
2011
 
2010
 
(in thousands)
Reconciliation of GAAP to non-GAAP diluted weighted-average shares issued and outstanding
 
 
 
 
 
 
 
Diluted weighted-average shares issued and outstanding*
42,358

 
16,325

 
42,446

 
16,112

Assumed conversion of weighted-average shares of preferred stock

 
24,942

 

 
24,942

Weighted-average shares subject to repurchase
1,762

 
1,467

 
1,817

 
737

Non-GAAP diluted weighted-average shares issued and outstanding
44,120

 
42,734

 
44,263

 
41,791

____________
*
Represents the number of shares of Class A common stock for periods ending in 2011 and shares of Class B common stock for periods ending in 2010.


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

 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2011
 
2010
 
2011
 
2010
 
(in thousands)
Supplemental detail on non-GAAP diluted weighted-average shares issued and oustanding
 
 
 
 
 
 
 
Stock outstanding as of June 30:
 
 
 
 
 
 
 
Class A common stock
25,002

 
2,209

 
25,002

 
2,209

Class B common stock
17,161

 
13,011

 
17,161

 
13,011

Preferred stock

 
24,942

 

 
24,942

Total stock outstanding as of June 30:
42,163

 
40,162

 
42,163

 
40,162

Weighting adjustment
(148
)
 
(754
)
 
(187
)
 
(1,529
)
Dilutive potential shares:
 
 
 
 
 
 
 
Stock options
2,103

 
3,055

 
2,283

 
2,888

Warrants

 
271

 

 
270

Employee stock purchase plan
2

 

 
4

 

Non-GAAP diluted weighted-average shares issued and outstanding
44,120

 
42,734

 
44,263

 
41,791








GREEN DOT CORPORATION
Reconciliation of Net Income to Adjusted EBITDA (1)
(Unaudited)

 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2011
 
2010
 
2011
 
2010
 
(in thousands)
Reconciliation of net income to adjusted EBITDA
 
 
 
 
 
 
 
Net income
$
12,070

 
$
12,508

 
$
24,771

 
$
25,323

Interest income, net
(136
)
 
(84
)
 
(238
)
 
(133
)
Income tax expense
7,416

 
4,730

 
15,322

 
16,049

Depreciation and amortization
2,965

 
1,800

 
5,496

 
3,363

Employee stock-based compensation expense (3)(4)
2,462

 
1,658

 
4,323

 
3,500

Stock-based retailer incentive compensation (2)(3)
4,356

 
2,457

 
10,236

 
2,457

Adjusted EBITDA
$
29,133

 
$
23,069

 
$
59,910

 
$
50,559

Non-GAAP total operating revenues
$
119,386

 
$
92,775

 
$
242,573

 
$
185,594

Adjusted EBITDA/non-GAAP total operating revenues (adjusted EBITDA margin)
24.4
%
 
24.9
%
 
24.7
%
 
27.2
%


(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 $2.5 million and $1.7 million for the three-month periods ended June 30, 2011 and 2010, 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.