Slide 1: The Right Team with The Right Plan
The Right Team with The Right Plan The Proof is in our Performance May 2016
Slide 2: Disclosures: Forward-Looking Statements
Disclosures Forward-Looking Statements This presentation contains forward-looking statements, which are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements that address expectations or projections about the future, including about the Company
Slide 3: Discussion Agenda
Discussion Agenda 3 Green Dot Overview Historical Perspective Six-Step Plan to Create Long-Term Value Highly-Qualified & Independent Board Performance vs. Peers Harvest’s High Risk Plan Harvest’s Misrepresentations
Slide 4: Green Dot Overview
( Green Dot Overview } GREEN DOT.
Slide 5: Our Mission
To provide a full range of affordable and accessible financial services to OUR MISSION The Masses 5
Slide 6: Green Dot overview
6 GreenDot • We INVENTED THE GENERAL PURPOSE RELOADABLE PREPAID CARD industry in 1999 and are the largest prepaid provider in the U.S. • We are a BANK HOLDING COMPANY regulated by the Board of Governors of the Federal Reserve and the State of Utah DFI • We are a TOP 20 DEBIT CARD ISSUER among all ba
Slide 7: Our Long-Term Roadmap is Now Paying Off
Our Long-Term Roadmap is Now Paying Off • Green Dot’s stock has appreciated 35%* since management publicly disclosed its new growth initiatives on December 2, 2015, prior to the Harvest 13D filing • Green Dot’s Six-Step Plan is on track and the Company’s stock price performance demonstrates that inv
Slide 8: Long-Term Discipline = Long-Term Success
Long-Term Discipline = Long-Term Success Unwavering commitment to innovation and consumerism • The incumbent slate guided Green Dot’s evolution from a niche prepaid card provider with a highly-concentrated revenue stream into a diversified “FinTech” leader with multiple award-winning products and va
Slide 9: Historical Perspective
[ Historical Perspective } GREEN DOT.
Slide 10: Historical Perspective: 2010 - 2011
2010 2011 2012 2013 2014 2015 2016E 2017E Revenue $377 $485 $555 $582 $610 $699 $708 NA Walmart % 63% 61% 64% 64% 54% 46% NA NA Adj. EBITDA $98 $123 $111 $103 $132 $152 $160 NA Non-GAAP Diluted EPS $1.27 $1.55 $1.38 $1.15 $1.33 $1.35 $1.40 $1.75 $0 $10 $20 $30 $40 $50 $60 $70 Historical Perspective:
Slide 11: Historical Perspective: 2012 - 2013
2010 2011 2012 2013 2014 2015 2016E 2017E Revenue $377 $485 $555 $582 $610 $699 $708 NA Walmart % 63% 61% 64% 64% 54% 46% NA NA Adj. EBITDA $98 $123 $111 $103 $132 $152 $160 NA Non-GAAP Diluted EPS $1.27 $1.55 $1.38 $1.15 $1.33 $1.35 $1.40 $1.75 $0 $10 $20 $30 $40 $50 $60 $70 Historical Perspective:
Slide 12: Historical Perspective: 2013 - 2014
2010 2011 2012 2013 2014 2015 2016E 2017E Revenue $377 $485 $555 $582 $610 $699 $708 NA Walmart % 63% 61% 64% 64% 54% 46% NA NA Adj. EBITDA $98 $123 $111 $103 $132 $152 $160 NA Non-GAAP Diluted EPS $1.27 $1.55 $1.38 $1.15 $1.33 $1.35 $1.40 $1.75 $0 $10 $20 $30 $40 $50 $60 $70 Historical Perspective:
Slide 13: Historical Perspective: 2014 - 2015
2010 2011 2012 2013 2014 2015 2016E 2017E Revenue $377 $485 $555 $582 $610 $699 $708 NA Walmart % 63% 61% 64% 64% 54% 46% NA NA Adj. EBITDA $98 $123 $111 $103 $132 $152 $160 NA Non-GAAP Diluted EPS $1.27 $1.55 $1.38 $1.15 $1.33 $1.35 $1.40 $1.75 $0 $10 $20 $30 $40 $50 $60 $70 Historical Perspective:
Slide 14: Green Dot Has Outperformed its Prepaid Industry Peer Group
Green Dot Has Outperformed its Prepaid Industry Peer Group 14 Source: Financial data compiled from FactSet *Peers include: MoneyGram, Western Union, Total System Services, WEX, American Express, Blackhawk, Euronet, H&R Block, Cardtronics, Meta Financial, and BofI. Green Dot Peer Group 1-Year Perform
Slide 15: Six-Step Plan to Create Long-Term Value
15 Six-Step Plan to Create Long-Term Value
Slide 16: Six-Step Plan to Achieve $1.75+ Non-GAAP EPS in 2017
Six-Step Plan to Achieve $1.75+ Non-GAAP EPS in 2017 Disclosed initiatives in December 2015 1. Launch new, more appealing products with materially better unit economics at all 100,000 retailers 2. Bring back MoneyPak with new risk controls 3. Make modest investments in “high-potential” initiatives t
Slide 17: Delivering on Six-Step Plan – Demonstrating Results Today
Delivering on Six-Step Plan – Demonstrating Results Today Stock price has increased 35% since first disclosure of management and board plan in December 2015 • Our plan is working • Q1 2016 – Beat consensus revenue – Beat consensus EBITDA – Beat consensus Adjust EPS • FY 2016 guidance – Increased rev
Slide 18: Investors Have Responded
$15 $16 $17 $18 $19 $20 $21 $22 $23 $24 Investors Have Responded • On December 1, 2015 management discloses new initiatives at an investor conference • On February 24, 2016 reports strong fourth quarter financial results; provides additional details around new initiatives and six-step plan to drive
Slide 19: Analyst commentary on Green Dot results
“GDOT's 1Q revs and EPS solidly beat JEFe/Street due to outperformance in the core biz and a revenue pull-forward related to tax refund season. The company raised F16 revs/adj. EPS guidance by $5M and EPS by $0.04, which may prove conservative given the pending impact of recent product launches. In
Slide 20: Highly-Qualified & Independent Board
20 Highly-Qualified & Independent Board
Slide 21: A Highly Qualified & Independent Board
A Highly Qualified & Independent Board Green Dot’s Board is highly qualified and independent, with significant relevant experience to oversee the successful execution of the Company’s strategy Steven W. Streit Chairman, President & CEO • Pioneer in the financial services industry, credited with inve
Slide 22: A Highly Qualified & Independent Board
A Highly Qualified & Independent Board Green Dot’s Board is highly qualified and independent, with significant relevant experience to oversee the successful execution of the Company’s strategy Timothy R. Greenleaf Independent Director • Significant depth and breadth of knowledge counseling and servi
Slide 23: Your Board Has the Experience Needed to Drive Green Dot Forward
Your Board Has the Experience Needed to Drive Green Dot Forward Green Dot’s Board is highly qualified, diverse, and committed to enhance value for ALL shareholders Executive Leadership Experience Board Experience Fin. Services / Tech Experience Functional Expertise Regulatory Experience Entrepreneur
Slide 24: The Right Team to Keep the Momentum Going
The Right Team to Keep the Momentum Going • These directors have been invaluable since Green Dot’s IPO • Together, they are among the primary authors of the Company’s long-term plan that beat American Express, Chase and many others to emerge a diversified fin-tech banking leader • These Board member
Slide 25: Steven W. Streit
Steven W. Streit | Founder, Chairman CEO and 8%+ Shareholder • Owns 4,215,410 shares* • Invented the reloadable prepaid debit card and founded the Company in 1999 • Primary relationship holder with the Company’s major business partners and key regulators including Walmart, Walgreen, CVS, CFPB, Feder
Slide 26: Timothy R. Greenleaf
Timothy R. Greenleaf | Audit Committee Chair, Independent Director • Owns 262,097 shares* • Serves as the Company’s Audit Committee Chair, which includes oversight of the Company’s Enterprise Risk Management Committee and Cybersecurity • Provides unique, direct insight to navigate Green Dot’s comple
Slide 27: Michael J. Moritz
Michael J. Moritz | Independent Director • Owns 317,799 shares* • Acclaimed venture capital investor, large Green Dot shareholder and current Chairman of Sequoia Capital • One of the most highly sought after individuals for corporate boards • Actively contributes ongoing strategic guidance and intro
Slide 28: Board refreshment process and new directors
• In February 2016, announced a process to identify strong new candidates to expand Green Dot’s Board of Directors. Goal was to strengthen the board and address Harvest’s criticisms – Sought input from top ten shareholders to identify and recruit for highly-qualified directors - Harvest declined to
Slide 29: Pro-Investor Governance Changes
Pro-Investor Governance Changes 29 • The Board values productive conversations with our investors • Based on these constructive conversations, we have made or committed to a number of governance changes that we believe are in the best interests of the Company and our investors: – The appointment of
Slide 30: Why Won't Harvest Engage With Green Dot?
Why Won’t Harvest Engage With Green Dot? 30 GREEN DOT’S ATTEMPTS TO SETTLE WITH HARVEST Before Harvest voiced its concerns publicly, Green Dot and its board held multiple meetings and discussions with Harvest and offered to provide Harvest executives with temporary insider status, including regula
Slide 31: Performance vs. Peers
f Performance vs. Peers } GREEN DOT.
Slide 32: 1-Year Stock Price Performance
1-Year Stock Price Performance (3/31/15 – 3/31/16) 32 Source: Financial data compiled from FactSet *Peers include the following: MoneyGram, Western Union, Total System Services, WEX, American Express, Blackhawk, Euronet, H&R Block, Cardtronics, Meta Financial, and BofI. **Harvest peers include full
Slide 33: 3-Year Stock Price Performance
3-Year Stock Price Performance (3/31/13 – 3/31/16) 33 Prepaid Industry Peer Group* Harvest Peer Group** Green Dot Peer Group Green Dot has materially out-performed our Prepaid Industry Peer Group. The Harvest Peer group does not accurately portray the companies that Green Dot considers its prepaid i
Slide 34: 5-Year Stock Price Performance
5-Year Stock Price Performance (3/31/11 – 3/31/16) 34 Green Dot Peer Group Prepaid Industry Peer Group* Harvest Peer Group** Green Dot has under performed both peer groups based on 5-year returns. However, as noted, Green Dot’s 5-year returns include a period in 2011 when our business performed exce
Slide 35: Stock Price Performance Since 7/27/12
Stock Price Performance Since 7/27/12 Post-Correction From Q2 2012 Earnings Call 35 Green Dot Peer Group Prepaid Industry Peer Group* Harvest Peer Group** When you compare Green Dot’s performance from the time it proactively warned investors on the Q2 2012 earnings call of the increasing level of co
Slide 36: Harvest's High Risk Plan
[ Harvest's High Risk Plan } GREEN DOT.
Slide 37: Harvest's High Risk Plan: The Facts
Harvest’s High Risk Plan: The Facts Green Dot’s board has the right value creation strategy, is focused on performance and is holding management accountable 37 Reconstitute the Board • Green Dot conducted an open process to add fresh perspectives to the Board; Harvest refused to participate • Harves
Slide 38: Get to know Harvest's Nominees
Get to know Harvest’s Nominees 38 Nino Fanlo Owns 4,000 GDOT shares(1) Phil Livingston Owns 4,050 GDOT shares(2) George Gresham Owns no GDOT shares X X X
Slide 39: Nino Fanlo
Nino Fanlo Harvest describes him as an “accomplished financial services executive.”(3) • Failed CEO of KKR Financial Holdings (previously NYSE:KFN). Under Fanlo’s leadership KFN share price declined 97%(4) • In December 2008 Fanlo was replaced by KKR(5) • Fanlo was sued in U.S. Federal Court and in
Slide 40: Fanlo's Track Record at KKR Financial
“[KKR] has changed the leadership and focus of its underperforming and publicly traded debt business, KKR Financial. KKR replaced [CEO] Saturnino Fanlo……in order to convince investors that it is doing everything it can to turn around its business.”(14) Fanlo’s Epic Track Record of Value Destruction
Slide 41: Philip Livingston
41 Philip Livingston Harvest calls him an outstanding “roll up your sleeves” executive that they “meticulously recruited” Jeff Osher says Philip Livingston has been “meticulously recruited” to serve on Green Dot’s board and to even step-in to run the company.(15) Nevertheless, questions about his cr
Slide 42: Philip Livingston
42 Philip Livingston Harvest calls him an outstanding “roll up your sleeves” executive that they “meticulously recruited” Appointed CEO of Ambassadors Group (NASDAQ: EPAX) as part of a dissident takeover. • He then told investors: “The company will in the long term deliver profitability.”(19) • Sixt
Slide 43: Livingston's Track Record at Ambassadors Group
43 Livingston’s Track Record - Value Destruction at Ambassadors Group $0.0 $0.5 $1.0 $1.5 $2.0 $2.5 $3.0 $3.5 $4.0 $4.5 $5.0 Sto c k Pric e Ambassadors Group Stock Price Performance (NASDAQ:EPAX) 7/30/2014 - 10/23/15(21) Livingston states the Company will in the long- term deliver profitability, a s
Slide 44: Questionable Judgment
Questionable Judgment • Mr. Livingston has posted on social media expressing seemingly controversial views inappropriate of a public board member of any company, let alone a company as highly regulated and politically sensitive as Green Dot • Recent tweets address topics including: African Americans
Slide 45: Mr. Livingston shares concerning views on social media
Mr. Livingston shares concerning views on social media 45 Investors need to know the truth about Harvest’s candidates
Slide 46: Livingston's reckless use of social media
Livingston’s reckless use of social media Would you want a person with this kind of judgment serving on the board of Green Dot? 46
Slide 47: George Gresham
George Gresham • Owns no GDOT stock • Former CFO of NetSpend Holdings Inc. • Interviewed for Green Dot CFO position in 2015 • Declined to continue to pursue the CFO interview process, further indicating he was not willing to re- locate to California • Never served on a public board of directors • An
Slide 48: Can You Trust Jeff Osher and Harvest?
Can You Trust Jeff Osher and Harvest? – While its clear that Harvest is deeply unhappy with Green Dot’s board and CEO, it is not clear that Harvest has any viable plan – Of the plans that Harvest does propose, they appear to be a copy of those plans announced and put into action by the Company prior
Slide 49: Can You Trust Jeff Osher and Harvest?
Can You Trust Jeff Osher and Harvest? • They’ve been praising Green Dot and Mr. Streit privately prior to filing their 13D: – “We are highly confident you are acting in a manner that is in the best interest of long-term shareholders.” • 2/06/14 email from Don Destino, COO of Harvest Capital, to mana
Slide 50: Harvest has the Wrong Agenda and CANNOT Be Trusted
Harvest has the Wrong Agenda and CANNOT Be Trusted Harvest has offered no new ideas or strategy Harvest essentially copied the Green Dot’s December 2015 investor presentation as the “Harvest Plan,” and now wants to appoint 3 directors – and a new CEO Harvest has failed to recognize the achieve
Slide 51: Harvest's Misrepresentations
51 Harvest’s Misrepresentations
Slide 52: Harvest's Platform is Based on Misrepresentations and Untruths
Harvest's Platform is Based on Misrepresentations and Untruths 52 The Facts Unlimited access to the board and independent directors as well as hundreds of meetings, phone calls and emails with management and Board members; yet Harvest discontinued private engagement and launched disruptive public ca
Slide 53: Harvest's Platform is Based on Misrepresentations and Untruths
Harvest's Platform is Based on Misrepresentations and Untruths The Facts Green Dot’s stock price has appreciated over 35% since the company disclosed its new product initiatives in December 2015. Total Shareholder returns on a 1 and 3 year basis have outperformed our Prepaid Industry Peer Group. JP
Slide 54: The Real Tale of The Tape
54 The Real Tale of The Tape Total Revenue 2015 Total EBITDA 2015 EBITDA Margins (Q1 and 2016E) Most Active Cards (2015) Retail Distribution (2015) GDV/Card Growth (Q1 2016) Sustainable Business Model Pending Regulatory Risk to Profit Consumer Reports Rating NO MATERIAL WORST X X X X X X #1 #1 #1 #1
Slide 55: Conclusion
( Conclusion } GREEN DOT.
Slide 56: Green Dot Is Creating Significant Shareholder Value
Green Dot Is Creating Significant Shareholder Value Don’t Derail the Company’s Positive Momentum • Green Dot’s stock has appreciated 35%* since management publicly disclosed new initiatives to drive future growth • Green Dot’s clear Six-Step Plan is on track – investors are just beginning to realize
Slide 57: Appendix
( Appendix } GREEN DOT.
Slide 58: Endnotes
Endnotes 1. Company filings 2. Harvest 13D Filing 3. Ibid 4. Harvest Additional Soliciting Material filed with SEC on April 27, 2016 5. FactSet 6. Heidi Moore, "KKR: Goodbye to All That“ Wall Street Journal, December 16, 2008 7. Information obtained from an independent corporate investigative servic
Slide 59: Endnotes
Endnotes 23. FactSet 24. EPAX Form 8-K filed October 13, 2015. 25.Claims compiled from Harvest 13D Filing, Harvest Proxy Statement filed with SEC on April 19, 2016, and Harvest Additional Soliciting Material filed with SEC on April 27, 2016 26. Ibid 27.NetSpend analyst estimates 59