 TSYS
to Acquire NetSpend February 19, 2013
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Exhibit 99.1 |
 Disclosure
Cautionary Statement Regarding Forward-Looking Statements
Additional Information and Where to Find It
Participants in the Solicitation
Non-GAAP Financial Measures
2
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This presentation contains statements that constitute "forward-looking statements"
within the meaning of the federal securities laws. These forward-looking statements
include, among others, statements about the benefits of the proposed acquisition, including the expected impact on TSYS' revenue and earnings, the
expected growth rate of the prepaid card industry, including payroll cards, and the
expected timing for closing the acquisition. These statements are based on the current
beliefs and expectations of TSYS' and NetSpend's management, as applicable, and are subject to known and unknown risks and uncertainties. Actual results
may differ materially from those contemplated by the forward-looking statements. A number
of important factors could cause actual results to differ materially from those
contemplated by the forward-looking statements, including, but not limited to our ability to achieve expected synergies and successfully complete the
integration of NetSpend, events that could give rise to a termination of the merger agreement
or failure to receive necessary approvals or financing for the acquisition, the outcome
of any litigation related to the transaction, and the level of expenses and other charges related to the acquisition and related financing
transactions. For further information regarding the risks associated with TSYS'
and NetSpend's businesses, please refer to the respective filings with the SEC and
the proxy statement and other materials that will be filed with the SEC by NetSpend in
connection with the transaction. There can be no assurance that the transaction
will be completed, or if it is completed, that it will close within the anticipated time period or that the expected benefits of the transaction will be
realized. We believe these forward-looking statements are reasonable; however, undue
reliance should not be placed on any forward-looking statements, which are based on
current expectations. We do not assume any obligation to update any forward-looking statements as a result of new information, future developments or
otherwise.
NetSpend and its officers and directors and TSYS and its officers and directors
may be deemed to be participants in the solicitation of proxies from NetSpend
stockholders with respect to the transaction. Information about NetSpend’s officers and directors and their ownership of NetSpend common
shares is set forth in the proxy statement for NetSpend’s 2012 Annual Meeting of
Stockholders, which was filed with the SEC on March 30, 2012. Information about
TSYS’ officers and directors is set forth in the proxy statement for TSYS’ 2012 Annual Meeting of Shareholders, which was filed with
the SEC on March 15, 2012. Investors and security holders may obtain more detailed information
regarding the direct and indirect interests of the participants in the solicitation of
proxies in connection with the transaction by reading the preliminary and definitive proxy statements regarding the
transaction, which will be filed by NetSpend with the SEC.
Throughout this presentation, we reference certain non-GAAP financial measures, including
revenues before reimbursable items, EBITDA, Adjusted EBITDA, and combined EBITDA.
Please refer to the Appendix to this presentation for a discussion of these non-GAAP financial measures as well as a
reconciliation of those measures to the most directly comparable financial measure required by
or presented in accordance with U.S. GAAP. This presentation also references certain
combined financial measures which do not reflect any adjustments resulting from the proposed transaction and do
not represent a “pro forma” amount determined in accordance with the SEC’s
rules and regulations, including Article 11 of Regulation S-X.
In connection with the transaction, NetSpend will file a proxy statement and other materials
with the SEC. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT
AND OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT NETSPEND AND THE TRANSACTION. Investors and security holders may
obtain free copies of these documents (when they are available) and other documents
filed with the SEC at the SEC’s web site at www.sec.gov. In addition, the documents filed by
NetSpend with the SEC may be obtained free of charge by contacting NetSpend at Chief Financial
Officer, Attn: Investor Relations, NetSpend Corporation, 701 Brazos Street, Austin, TX
78701. NetSpend’s filings with the SEC are also available on its website at www.netspend.com. |
 Agenda
Introduction
–
Philip W. Tomlinson, Chairman of the Board and
Chief Executive Officer, TSYS
Transaction Overview and Strategic Rationale
–
M. Troy Woods, President and Chief Operating Officer, TSYS
NetSpend Overview
–
Dan Henry, Chief Executive Officer, NetSpend
3
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 Transaction Overview
Structure
•
$16.00 per share; $1.4 billion enterprise value
•
Cash on hand and $1.3 billion in debt
Financing
•
Expected to be accretive to GAAP EPS for the first 12 month period
following closing (excluding one-time acquisition related fees and
expenses) Pro Forma
Management
•
CEO, Dan Henry and President, Chuck Harris to manage the company
•
NetSpend will operate as a standalone business, and will be branded
as "NetSpend, a TSYS Company" post-closing
•
Transaction expected to close in mid-2013
•
Completion subject to NetSpend shareholder approval, regulatory
approvals and other customary closing conditions
Closing
4
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 Strategic Rationale
Huge Market
Opportunity
Entry into large, fast-growing prepaid market; projected to double over next
4-5 years Prepaid category is still expanding with a large number of
verticals and emerging applications
5
Diversification
& Compelling
Financials
Diversifies TSYS’
offerings and revenue-generating potential
Differentiation
Provide retailers and small businesses a comprehensive set of payment
solutions Expansion
Expands TSYS’
customer base beyond banks and merchants direct to consumers
Potential to expand into new segments such as Corporates and Government
Agencies
Opportunity
to Acquire
Industry Leader
Proven track record of growth in GPR and Paycard
Broad distribution and reload network, innovative products, excellent
management Superior strategy focused on creating long-term customer
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Opportunity to create new partnerships with TSYS’ bank customers Accretive
transaction
accelerates
TSYS’
long-term
growth
rate |
 Huge
Market Opportunity *Source: First Annapolis Consulting
Industry spend
on processing
Expands TSYS’
Addressable Market Exponentially
Large Addressable Market (U.S.)*
$4
billion annual revenue opportunity for
Prepaid Program Managers/Issuers
Provides Access to a Large, High-Growth Market Opportunity
Spending
on
Open-Loop
Prepaid*
GDV projected to grow at 20% CAGR
from 2012 to 2016 ($ billions)
6
$4 Billion
(total pie)
$0.4B to
$0.5B
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2012E
2013F
2014F
2015F
2016F
$201
$248
$302
$357
$411
20% |
 Financial
Institutions
•
GPR
•
Paycard
•
Processing and program management
Retail & Small
Business
•
Payment acceptance
•
Private label
•
Marketing offers
Innovation,
Markets &
Geographies
•
Consumer product capabilities
•
New products and segments
•
International
7
•
GPR
•
Paycard
•
Financial Services Center
Differentiation and Expansion
Enhances Growth Prospects
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 Industry Leader
Growth and Scale
Innovative Products
Focus on Customers
for Life
Excellent
Management
Extensive Reload
Network
8
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Superior, Diversified,
Distribution Network |
 Diversification and Compelling Financials
Diversification
•
Combined
2012
EBITDA
2
of
$613
million
–
an
increase
of
16.0%
•
Combined entity expected to generate significant free cash flow
Strong Financials
9
Notes:
(1) Refers to Revenue before Reimbursables.
(2) NetSpend’s
2012
EBITDA
adjusted
for
one-time
Other
Losses
of
$36.99M.
See
Appendix
for
non-GAAP
to
GAAP
reconciliation.
2012 Actual ($M)
2012 Pro Forma ($M)
North
America
Inter-
national
Merchant
Merchant
North
America
Inter-
national
NetSpend
TSYS
Mix
by
Segment
-
Revenue
before
Reimbursables
•
Expected to be accretive to GAAP EPS for the first 12 month period
following closing (excluding one-time acquisition related fees and
expenses) •
Increases
pro
forma
expected
revenue
1
growth
rate
from
6-8%
to
8-10% in 2013
Immediately
Accretive
41%
21%
18%
20%
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$813
$412
$351
$393
$813
$412
$393 |
 NetSpend Overview
Core Products
•
GPR
•
Paycard
Value Proposition
•
Cardholders
–
Freedom
to
be
self-banked
at
a
significantly
lower
cost
•
Partners
–
Ongoing
revenue
share
and
reload
income
Target Market
•
Estimated 68M underbanked and unbanked consumers in the U.S.
Key Metrics
(as of or for LTM 12/31/12)
•
2.4M Active Debit Cards; 1,082K Direct Deposit Accounts
•
500+ Retail Distributors
•
62K+ Distributing Merchant Locations
•
130K+ Reload Locations
•
1,400+ Employer Relationships
•
$13.2B Gross Dollar Volume
10
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   Strategy and Differentiators
11
Underserved Market
Innovative Products
Technology
Distribution Network
Mission:
To empower consumers with the convenience,
security and freedom to be self-banked
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 Product Capabilities
Additional Features
NetSpend’s Value Proposition
•
Online Load Options
•
Online Financial Planners
•
Budgeting Tools
•
Free Online Banking
•
Comprehensive Bill Pay Options
•
Online Checks and Money
Orders
•
Companion Cards
•
Custom Cards
•
Refer a Friend Incentives
•
Marketplace Discounts
•
Financial Literacy
•
Merchant Rewards
12
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 Distribution Network
13
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8%
49%
25%
18%
Channel
Retail
Partner
Direct
Paycard
Description
Emerging leader in
prepaid cards sold
through traditional
retail merchants
A leader in prepaid
cards sold through
alternative financial
solutions
A leader in prepaid
cards sold through
online and direct
channels
Leading corporate
payroll card
provider
% Revenue
Contribution
(QTD Dec-12)
Key Partners |
 Track
Record of Growth * EBITDA plus stock-based compensation expense and
adjusted for non-recurring gains and losses (in millions)
(in millions)
14
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128.6
183.2
225.0
275.4
306.3
351.3
2007
2008
2009
2010
2011
2012
Revenue
31.3
37.3
40.4
65.6
84.2
96.2
2007
2008
2009
2010
2011
2012
Adjusted EBITDA* |
 •
An industry leader in prepaid
•
Strong mix of distribution
channels
•
Innovative products
•
Successful strategy focused
on customer longevity
•
Excellent management team
Winning Combination
•
An industry leader in processing
and acquiring
•
Blue chip bank and merchant
relationships
•
Global brand and reputation
•
People-Centered Payments
•
Proven M&A execution
People-Centered
Payments
15
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 Appendix
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Appendix Non-GAAP Reconciliation –
Description of Non-GAAP Financial Measures
TSYS Revenues Before Reimbursable Items
–
TSYS computes revenues before reimbursable items by adjusting
revenues to remove the effect of revenue it receives for out-of-pocket
expenses that are reimbursed by its clients. These expenses consist
primarily of postage, access fees and third party software. NetSpend’s
EBITDA and Adjusted EBITDA –
NetSpend’s Adjusted EBITDA is based on the definition of NetSpend’s
Adjusted EBITDA as used in its press releases, investor presentations and
filings with the SEC. NetSpend computes Adjusted EBITDA by adjusting net
income or net loss to remove the effect of income and expenses related to interest,
taxes, depreciation and amortization (“NetSpend’s EBITDA") and then
adjusting for stock-based compensation and non- recurring gains and
losses. TSYS EBITDA
–
TSYS computes EBITDA by adjusting net income to remove the effect of income and
expenses related to equity in income of equity investments, income taxes,
nonoperating expense, depreciation and amortization. Combined
EBITDA
–
Combined
EBITDA
reflects
the
arithmetic
sum
of
NetSpend’s
EBITDA
and
TSYS’
EBITDA.
This
presentation also includes Combined EBITDA excluding NetSpend’s one-time
Other Losses. These financial metrics do not reflect any adjustments
resulting from the proposed transaction (including any potential synergies) and do not
represent a “pro forma”
amount determined in accordance with the SEC’s rules and regulations,
including Article 11 of Regulation S-X.
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Appendix Non-GAAP Reconciliation –
Description of Non-GAAP Financial Measures
(continued)
NetSpend and TSYS each use non-GAAP financial measures to evaluate and assess
their financial performance against budgets, as well as to evaluate
financial performance for executive and management compensation purposes.
NetSpend and TSYS each believe that their non-GAAP financial measures provide
meaningful additional information about their companies to assist investors
in evaluating their operating results. Accordingly, NetSpend and TSYS each include
non-GAAP financial measures when reporting their financial results to their
shareholders and investors in order to provide them with an additional tool
to evaluate their ongoing business operations. Although NetSpend and TSYS
each use non-GAAP financial measures to measure their operating results and assess
their financial performance, these measures are not necessarily comparable to
similarly titled captions of other companies, including each other, due to
potential inconsistencies in the method of calculation. NetSpend and TSYS
each believe that their use of non-GAAP financial measures provide investors with the same key
financial performance indicators that are utilized by their management teams to
assess their operating results, evaluate the business and make operational
decisions on a prospective, going-forward basis. Hence, their management teams provide
disclosure of non-GAAP financial measures to give shareholders and potential
investors an opportunity to see their companies as viewed by management, to
assess their companies with some of the same tools that management utilizes
internally
and
to
be
able
to
compare
such
information
with
prior
periods.
NetSpend
and
TSYS
each
believe
that
the
presentation of GAAP financial measures alone would not provide their shareholders
and potential investors with the ability to appropriately analyze their
ongoing operational results, and therefore expected future results. Therefore, NetSpend and
TSYS each believe that inclusion of non-GAAP financial measures provides
investors with additional information to help them better understand their
financial statements just as their management teams utilize these non-GAAP financial
measures
to
better
understand
the
their
business,
manage
budgets
and
allocate
resources.
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Appendix Non-GAAP Reconciliation –
Revenues Before Reimbursable Items
2012
2012
(in thousands)
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Total Revenues
$ 1,870,972
Reimbursable Items
252,481
Revenues Before Reimbursable Items
$ 1,618,491
Revenues Before Reimbursable Items
By Segment (External Revenues)
North America Services
$ 813,462
International Services
392,790
Merchant Services
412,239
$ 1,618,491 |
 20
Appendix Non-GAAP Reconciliation –
NetSpend Adjusted EBITDA
2011
2010
2008
2012
2009
2007
(in thousands)
Years Ended December 31,
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Net Income (loss)
$ 14,726
$ (11,645)
$ 18,174
$ 22,732
$ 33,246
$ 18,867
Adjusted for:
Add: Income Taxes
Add: Nonoperating Expense
Add: Depreciation and
Amortization
EBITDA
Add: Share-
based compensation
Add: Goodwill and acquired
intangible asset impairment
Add: One-
time Other (Gains)
Losses
Adjusted EBITDA
9,368
7,307
12,503
14,368
21,814
12,603
1,189
4,024
5,138
3,441
2,349
2,459
5,251
8,899
10,297
12,725
15,031
13,778
$ 30,534
$ 8,585
$ 46,112
$ 53,266
$ 72,440
$ 47,707
754
2,473
4,484
7,268
11,242
11,464
-
26,285
-
-
-
-
-
-
(10,229)
4,374
515
36,988
$ 31,288
$ 37,343
$ 40,367
$ 65,568
$ 84,197
$ 96,159 |
 21
Appendix Non-GAAP Reconciliation –
Combined EBITDA
Combined
Twelve Months
Ended
12/31/2012
NetSpend
Twelve Months
Ended
12/31/2012
TSYS
Twelve Months
Ended
12/31/2012
Net Income
$ 249,922
$ 18,867
$ 268,789
Adjusted for:
Deduct: Equity in Income of Equity
Investments
(10,171)
-
(10,171)
Add: Income Taxes
115,103
12,603
127,706
Add: Nonoperating Expense
2,798
2,459
5,257
Add: Depreciation and Amortization
170,610
13,778
184,388
EBITDA
$ 528,262
$ 47,707
$ 575,969
Add: One-time Other Losses
-
36,988
36,988
EBITDA Excluding NetSpend’s One-time
Other Losses
$ 528,262
$ 84,695
$ 612,957
(in thousands)
NOTE: Excludes NetSpend’s one-time Other Losses of $36,988
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