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October 22-23, 2012




                                                                         TrendWatch 2.0
                                                                                                                                 Q3 2012
                               Payments System Industry
                                      Synopsis

Notice: Materials contained in this document are drawn from several media sources and Dorado Industries is not responsible for their accuracy. Opinions expressed
herein are presented without warranty. Brand names are the trademarks of their respective service offerors.
Random Thoughts
     Wow, What a Quarter!
    Well, four months actually. Sorry for the delay.                       American Express begins to shed its 150 year old reputation
    Wow, What an Industry!                                                 for member exclusivity in favor of a more inclusion persona.
    So, who remembers back to the days when the only electronic            Its Bluebird offering made joint with WalMart is sure to
    payments conference was called “ATM/X” where “X” was a                 disrupt the prepaid card market.
    number from 1 to 10? Back then (ATM/8 was held in 1985 at              Bitcoin runs the risk of being viewed as irrelevant (for now) if
    Opryland in Nashville) “retail delivery” and ATM were                  its “Black Friday” sales event scheduled for November 9th
    synonymous terms. Hell, ATM ISOs didn’t exist, shared                  fizzles out. Bitcoin merchants will be offering discounts on
    transactions barely moved the needle, and the biggest question         gold, lower transaction fees, and free Pampero Rum in an
    going into the show was which vendor (NCR, IBM, or                     effort to establish Bitcoin was a legitimate tender type.
    Diebold) would have the biggest booth and best party. How              PayPal/Discover forges what some are calling the “fifth
    things have changed. In October 2012 alone there four                  network” in their alignment for network routing and merchant
    commercially sponsored payments conferences and the                    acceptance. Discover is always looking for volume and
    Chicago Fed held its 10th annual Payments Symposium. The               PayPal is striving for acceptance in brick-and-mortar
    logos on our front page note that three events were held on the        locations. A match made in heaven.
    same dates. Together, they drew nearly 4,000 industry                   Merchant Customer Exchange (MCX) is formed by nearly
    vendors, participants and pundits. All this hoopla over an             two dozen retailers. The idea of merchants collaborating isn’t
    industry that got no respect for its first 30 years. Opryland?         all that new – consider their efforts related to Durbin. What is
    Wow, What a Bold Move!                                                 unique is that large and moderately large retailers, most
    You have to hand it to the payments companies and other                category killers in their respective verticals, are willing to put
    industry players that really stepped it up a notch in Q3. For          aside their differences and sort out this mobile payments thing.
    example:
                                                                           Finally, in the Not So Bold category, the higher-ups at Nacha
    Starbucks took a $25 million flyer with Square and gave this
                                                                           voted down the association’s effort to bring same-day ACH
    $3.25 billion start-up the right to process all of its debit and
                                                                           settlement into being. The UK, Mexico, Singapore, and the
    credit card transactions while accepting Square Wallet as a
                                                                           Netherlands can pull this off but 50 Nacha voting member FIs
    tender type. Gutsy.
                                                                           and regional associations can’t? Truly un-bold!
Dorado Industries
                                                                           Until next time.
                                                                                                                                        (310) 544-1316
655 Deep Valley Drive, Suite 125-P                                                                                    jmacallister@doradoindustries.com
                                                                       2
Rolling Hills Estates, CA 90274                                                                                                www.doradoindustries.com
Table of Contents


                          2012 Predictions                                      4
                          TrendWatch Scorecard/Summary                          6
                          2012 Payments Industry Yields                         7
                          Interesting Quarterly News That Got No Respect        8
                          Q3 M&A/Investor Activity                             12
                          Useful Links for More Information                    20
                          Back in the Day                                      21




Dorado Industries                                                                            (310) 544-1316
655 Deep Valley Drive, Suite 125-P                                         jmacallister@doradoindustries.com
                                                            3
Rolling Hills Estates, CA 90274                                                     www.doradoindustries.com
2012 Predictions

     •      Four new payments schemes designed to maximize mobile phone functionality while eliminating the need for
            retailer check out lanes will proliferate – two will be launched by merchants, two from third parties.
              Mar: More entrants in the QSR, fine dining and tavern sector. Waiting on the big box guys. Late add: Intuit acquires AisleBuyer, one of
                   the check out lane disrupters paying between $80 and $100 million.
              Jun: JC Penney announces plans to eliminate its fixed site POS installations in favor of tablet and smartphone equipped roving
                   checkout personnel.
              Sep: Nordstrom equips its stores with 6,000 mobile POS devices and downsizes its checkout register footprint. WalMart executive
                   pines for the future day when signature authentication disappears.
     •      CFPB or DOJ will put the buy-here, pay-here segment for automobiles and accessories out of business.
              Mar: Looks like CFPB is using the shotgun approach - 10,000 notices to companies have been issued in the first six months of its
                   existence! Annual report was issued March 31, 2012. Worth a quick read at:
                   http://files.consumerfinance.gov/f/201204_cfpb_ConsumerResponseAnnualReport.pdf
              Jun: Perhaps payday lending is getting all the attention since there are more of these lenders than the others. Then again, maybe
                   CFPB’s cup runneth over with credit card complaints posted by consumers.
              Sep: Looks like California might lead the way toward BHPH regulation; two bills pending in Sacramento.
     •      At least one of the top ten FIs will be merged out.
              Mar: Nothing yet but it’s still early.
              Jun: Might want to fire up the popcorn popper, this one could take a while.
              Sep: Looks like we’re going to whiff this one.
     •      Congress will turn its back on efforts to repeal Durbin and/or materially alter Dodd-Frank.
              Mar: Looks like Congress won’t have to do anything despite certain GOP candidates claiming they intend to repeal Durbin.
              Jun: Two words: “election year.” Might not happen until 2013, if then.
              Sep: Post-debate poll numbers suggest that this prediction may fall flat leading to some corrective action in 2013. Late add: for sure!




Dorado Industries                                                                                                                                    (310) 544-1316
655 Deep Valley Drive, Suite 125-P                                                                                                 jmacallister@doradoindustries.com
                                                                              4
Rolling Hills Estates, CA 90274                                                                                                             www.doradoindustries.com
2012 Predictions


     •      American Express will prevail in its suit with DOJ.
              Mar: The longer the suit continues, the better this prediction looks.
              Jun: Then again, the July 13, 2012 settlement with Visa/MasterCard could put things in a cocked hat.
              Sep: Despite the outcome of the suit, the new “more inclusive” American Express is beginning to look interesting. Bluebird may change
                   a lot of things.
     •      By yearend, China UnionPay’s base of cardholders will be 120 percent of Visa’s.
              Mar: Could happen. After all, who would have thought AMEX volume would have topped MasterCard’s in 2011?
              Jun: WTO finds China out of compliance with reciprocity agreements, excluding other acquirers from operating there. Might change
                   things.
              Sep: CUP continues to make its cards more accepted with a third-party processing agreement with Nets, Europe’s third largest
                   processor. RBR report: CUP issues one-half of all new cards in the world.
     •      Nokia’s partnership with Microsoft will save it from extinction.
              Mar: Nokia’s still in the game and swinging for the fences. Microsoft is trying mightily to make the deal work.
              Jun: Maybe not if Windows 8 flops. We should know soon after its release date in October. Yet, if the iPhone 5 comes out in
                   September, all bets are off for Nokia.
              Sep: Nokia is selling its headquarters building for $250 million. Microsoft might not be able to pull this off.




Dorado Industries                                                                                                                                (310) 544-1316
655 Deep Valley Drive, Suite 125-P                                                                                             jmacallister@doradoindustries.com
                                                                            5
Rolling Hills Estates, CA 90274                                                                                                         www.doradoindustries.com
TrendWatch Scorecard/Summary – Q2 2012



                                                               Industry Players To Watch
                                                               V/MA: Lots riding on the outcome of the merchant settlement.
                                                    Positive   Isis: Third party reviews of initial Austin efforts not so hot. Expect on-the-
                                                               fly changes to software and enrollment procedures.
                                                    Mixed
                                                               MCX: Merchant mobile wallet goes less stealthy at Money2020. The Gap
                                                    Negative   joins the party.
                                                               Bluebird: AMEX’s low-fee prepaid card designed for distribution through
High                         1. New Payment Forms              WalMart stores could be a market disrupter and very good for the card
                                                               issuer.
Low                          2. ATM Restructuring              Wright Express: Continues its torrid acquisition and diversification
                                                               strategies while changing its name to WEX. Mainstream payments play in
Med                          3. POS Volume Trend               the works?
                                                               Discover: “Think differently, act bravely” says Beth Horowitz, DFS EVP.
High                         4. Legal/Regulatory Issues
High                         5. New Venture Growth
                                                               Market & Industry Situation
Med                          6. Earnings Announcements         1 – Money2020 and other shows were loaded with new ideas.
                                                               2 – Cardtronics takes down another competitor, Diebold and NCR getting
High                         7. Industry Investments                aggressive.
                                                               3 – Interlink volumes “bottoming out.” Really?
                                                               4 – CFPB hammers American Express hard.
                                                               5 – AMEX Bluebird and WalMart should start the fur flying again.
                                                               6 – Mixed messages again this quarter. Lower guidance from the prepaid
                                                                    sector.
                                                               7 – Lots of M&A and VC/PE money this quarter.


Dorado Industries                                                                                                                      (310) 544-1316
655 Deep Valley Drive, Suite 125-P                                                                                   jmacallister@doradoindustries.com
                                                               6
Rolling Hills Estates, CA 90274                                                                                               www.doradoindustries.com
2012 Payments Industry YTD Yields
        “The rich just keep getting richer” they say. Our basket of payments equities takes its lead from the
        Dow and S&P indices which popped up a few points this quarter and generates an overall return of
        20 percent for the year so far, Green Dot’s drubbing notwithstanding.


                    Industry Player                12/31/2011        9/28/2012           Price        Cap Value      YTD 2012 Yield

      Alliance Data Systems                    $        103.84   $        141.95    $         38.11    $    2,267.5             36.7%
      Cardtronics                              $         27.06   $         29.76    $          2.70    $      109.9             10.0%
      Discover Financial Services              $         24.00   $         39.73    $         15.73    $    7,564.6             65.5%
      Euronet Worldwide                        $         18.48   $         18.79    $          0.31    $       15.6              1.7%
      Fidelity National Information Services   $         26.59   $         31.22    $          4.63    $      883.4             17.4%
      First Data (Future Use)
      Fiserv Inc.                              $         58.74   $         74.03    $         15.29    $    2,383.7              26.0%
      Global Cash Access Holdings              $          4.45   $          8.05    $          3.60    $      277.6              80.9%
      Green Dot                                $         31.22   $         12.23    $        (18.99)   $     (773.8)            -60.8%
      Heartland Payment Systems                $         24.36   $         31.68    $          7.32    $      273.8              30.0%
      Jack Henry & Associates                  $         33.61   $         37.85    $          4.24    $      355.7              12.6%
      MasterCard Worldwide                     $        372.82   $        451.48    $         78.66    $   10,178.6              21.1%
      NetSpend                                 $          8.11   $          9.83    $          1.72    $      151.0              21.2%
      Online Resources                         $          2.42   $          2.93    $          0.51    $       15.1              21.1%
      TNS                                      $         17.72   $         14.95    $         (2.77)   $      (69.5)            -15.6%
      Total System Services                    $         19.56   $         23.70    $          4.14    $      817.2              21.2%
      Visa                                     $        101.53   $        134.28    $         32.75    $   27,703.2              32.3%




       Sources: Company releases, Morningstar.com, Bloomberg.com
       2012 YTD yield excludes dividends; based on 12/30/11 and 9/28/12 closing prices

Dorado Industries                                                                                                                         (310) 544-1316
655 Deep Valley Drive, Suite 125-P                                                                                      jmacallister@doradoindustries.com
                                                                         7
Rolling Hills Estates, CA 90274                                                                                                  www.doradoindustries.com
Interesting News This Quarter
                Subject              Source/Date                                                   Substance
     Bank of America                 ATM Marketplace   • U.S. Patent Application 102429 assigned to Bank of America covers a “contactless automated
                                          September      teller machine.” Final approval is probably a few years away and what may come about as a
                                                         result is anyone’s guess. Yet, if mobile comes of age while the patent weenies are doing their
                                                         thing, we could come out the back side with ATMs that respond to NFC, RFID, or 2D technology
                                                         rather than magnetic stripe cards. What do FI deployers do in response? Better question, what do
                                                         ATM ISOs do? Might be a lot of new artificial reefs created as we transition to a new way of
                                                         initiating an ATM withdrawal and older devices are swapped out.
     WalMart                                 Reuters   • WalMart takes a baby step in the direction forged by Nordstrom, that is one of reducing the
                                           September     friction associated with store checkout. Employees of the Rogers, Arkansas supercenter will test
                                                         iPhones equipped with an app that enables users to scan items and (ultimately) make payments
                                                         without the help of a cashier. Nordstrom has gone a step farther but equipping its stores with
                                                         6,000 sales associate mobile terminals to ease checkout congestion and noise.
     Citibank                        ATM Marketplace   • Vaunted ATM and deployer and former ATM manufacturer Citibank takes a page from Wells
                                          September      Fargo’s book and launches e-receipts at its ATMs. Users may opt for emailed receipts complete
                                                         with or without copies of deposited checks or decline a receipt altogether. Clearly a move to
                                                         reduce the cost of ATM operations through paper reduction, this step also gives Citibank another
                                                         opportunity to deliver marketing messages to its depositors.
     Kuapay                          Mobile Payments   • Kuapay, a southern California-based mobile wallet provider that raised $4.0 million in Q2 2012,
                                               Today     has already branched out to another geography. This time it’s NYC through a relationship with
                                              August     The Bean, a local independent chain of coffee and food shops and Little Pie Company (guess
                                                         what product it purveys). Working with The Bean allows Kuapay to do a straight-up comparison
                                                         with the Starbucks/Square lash-up. In addition to payments handling, the Kuapay app enables
                                                         store coupons, user offers and rewards. Kuapay claims to have the lowest acceptance cost for
                                                         merchants but declined to name the price.




Dorado Industries                                                                                                                                   (310) 544-1316
655 Deep Valley Drive, Suite 125-P                                                                                                jmacallister@doradoindustries.com
                                                                         8
Rolling Hills Estates, CA 90274                                                                                                            www.doradoindustries.com
Interesting News This Quarter – Continued
             Subject                 Source/Date                                                       Substance
PayPal/Discover                      Payments Source   • PayPal and Discover have formed an arrangement whereby PayPal can receive POS payments over
                                          September      Discover’s rails. This network lash-up gives PayPal an entry way into Discover’s 7 million
                                                         relationships with U.S. retailers. PayPal’s 50 million accountholders would likely appeal to Discover as
                                                         well. PayPal’s huge international presence has got to be high on Discover’s rationale for cutting the
                                                         deal. One has to wonder what the deal does for Pulse, the Discover-owned PIN debit network that
                                                         could see its transactions routed to PayPal where they might be converted to ACH transactions for
                                                         settlement. Well, to make an omelet, you have to break a few eggs we suppose.
PreCash                              Payments Source   • PreCash, a payments services player that caters to the unbanked segment, has launched a mobile wallet
                                          September      called FlipMoney. The service’s key focus is on getting cash into and out of the wallet in real time.
                                                         Users pay $1.00 and 1.0 percent to deposit payroll or government checks and $1.00 plus 3.0 percent for
                                                         others. PreCash relies on services provided by Chexar to take the risk out of immediate payment
                                                         services embedded in the FlipMoney wallet.
Fiserv                               PaymentsSource    • Sensing that its bank and credit union clients need a competitive response to Square, PayPal and Intuit
                                         September       mobile merchant services plays, Fiserv will roll out its SpotPay reader. SpotPay is similar in operation
                                                         to the other offerings and includes benefits tied to the processor’s numerous other services. The
                                                         UChoose rewards program comes along too plus instant funds credit for checks scanned via Fiserv’s
                                                         remote deposit capture feature. The Accel/Exchange network rails will be used to insure faster funds
                                                         movement and settlement. There will be a consumer side application as well but as yet the underlying
                                                         system (i.e., POPMoney or Accel/Exchange) has not be decided.
Fidelity National Information        PaymentsSource    • FIS launches PayNet, a real-time transit portal for P2P, eCommerce, bill pay, mobile and international
(FIS)                                       October      funds transfer. PayNet leverages existing FIS network assets including NYCE to move the funds
                                                         directly from an accountholder’s relationship with a participating FI to the intended recipient. There’s a
                                                         30 minute “do over” provision included in the service to handle buyer’s remorse. The initial roll-out
                                                         phase in currently in motion while full deployment is expected in early 2013. Just think what
                                                         ClearXchange could become if it decided to offer the same service!




Dorado Industries                                                                                                                                        (310) 544-1316
655 Deep Valley Drive, Suite 125-P                                                                                                     jmacallister@doradoindustries.com
                                                                             9
Rolling Hills Estates, CA 90274                                                                                                                 www.doradoindustries.com
Interesting News This Quarter – Continued

            Subject                   Source/Date                                                         Substance
   Research in Motion                    The Paypers   • For the few of us left using RIM smartphones (and every Canadian ever born), there’s hope on the mobile
   (RIM)                                     October     wallet front. Coming as no surprise really, EnStream, the joint venture between Canadian mobile carriers
                                                         Rogers, Bell and Telus has selected Research in Motion to enable smartphone payments through mobile
                                                         wallets. RIM will manage security credentials for SIM cards in BB devices as well as Android and Windows
                                                         phones. We’re waiting for the iPhone/AT&T holding period to lapse so we can join the big leagues, leaving
                                                         BB to our northern neighbors.
   Dwolla                               Dwolla Blog    • Dwolla, the “little engine that could” from Iowa may be getting closer to gaining full respect in the
                                         September       eCommerce sector. PayTap, an aggregator of payments and a payment option on Amazon’s site, now
                                                         incorporates Dwolla accounts as one of its settlement options. PayTap has a social aspect to it, allowing more
                                                         than a single buyer to share the expense of a purchase. The same service also enables single or shared bill
                                                         payments and the use of credit or debit cards for settlement. Dwolla might be worth a second look for
                                                         mCommerce and eCommerce players seeking a way to avoid traditional card network rails.
   Dwolla                                TechCrunch    • Dwolla’s back at it. The rogue payments network has partnered with mFoundry to launch MassPay, a
                                            October      payments tool for business customers looking for alternative remittance methods to check-writing and wire
                                                         transfers. MassPay is similar to PayPal’s business space offering except it supports 2,000 payments at once
                                                         versus 250 for PayPal and, of course, it’s far cheaper. Payments over $10.00 cost 25¢ and those below the
                                                         threshold are free. PayPal’s offering is currently priced at 2 percent per payment, capped at $1.00.
                                                         Admittedly, most of Dwolla’s MassPay users are start-up companies but we all have to start somewhere,
                                                         right?
   Google/Discover                   Mobile Payments   • What again? Hard on the heels of Discover’s blockbuster partnership with PayPal for use of its network and
                                               Today     introduction to its 7 million merchants, the fourth largest payment network leaks an upcoming announcement
                                             October     wherein Google’s wallet will take on card-like characteristics leading some pundits to refer to the offering as
                                                         “your mobile wallet in your leather wallet.” The jury’s still out on the when and where particulars but
                                                         Google’s chief wallet spokesperson, Osama Bedier, has a hard time not grinning from ear-to-ear when asked
                                                         about “Google Wallet 2.0.” Stay tuned.




Dorado Industries                                                                                                                                                (310) 544-1316
655 Deep Valley Drive, Suite 125-P                                                                                                             jmacallister@doradoindustries.com
                                                                                    10
Rolling Hills Estates, CA 90274                                                                                                                         www.doradoindustries.com
Interesting News This Quarter – Continued

             Subject                 Source/Date                                                         Substance
     Bank of America                       Reuters    • Bank of America has partnered with Paydiant for a second round of mobile wallet testing. The bank’s first
                                         September      go-round involved NFC; results of that test were not widely publicized. The latest pilot is based in Charlotte
                                                        and includes five merchants. Bank employees equipped with new iOS and Android devices store their card
                                                        information in a cloud while an on-board app reads QR codes printed on merchant receipts to initiate the
                                                        payment. Bank spokespeople explain that other technologies could be introduced to the mobile application
                                                        but provided no specifics. Seems a tad klugey from here but time will tell.
     PayDragon                       PaymentsSource   • PayDragon is a unit of Paperlinks, the creative folks who custom design QR codes for consumers and
                                         September      businesses. Earlier this year PayDragon launched its “Takeout” application for food trucks and small
                                                        restaurants. Device-loaded user payment information is accessed by email addressing. Consumers use
                                                        Takeout to pre-order and pay for food items and arrange a convenient time for pick-up. The company has
                                                        also launched “Checkout,” an app that permits scanning of published QR codes, product ordering, and
                                                        payment. The products ordered are delivered anywhere is Continental U.S. for free. Yet another market
                                                        disrupter.
     Groupon                         PaymentsSource   • Daily deal provider, Groupon quickly integrates its Breadcrumb acquisition made in May 2012 and uses that
                                                        technology (and help from recent ex-PayPal hires) to offer up another competitor in the merchant services
                                                        mosh pit. Readers provided by Infinite Peripherals enable participating Groupon retailers to accept the Big 4
                                                        payment cards at rates lower than generally available: 1.8 percent for swiped Visa, MasterCard and Discover
                                                        cards and 3.0 percent for AMEX. Keyed in transactions are slightly higher plus a 15¢ fee. Groupon keeps its
                                                        discount rates low by relying on its internal sales staff for merchant enrollment instead of ISOs. Sure to get
                                                        some trade association’s dander up.




Dorado Industries                                                                                                                                              (310) 544-1316
655 Deep Valley Drive, Suite 125-P                                                                                                           jmacallister@doradoindustries.com
                                                                                  11
Rolling Hills Estates, CA 90274                                                                                                                       www.doradoindustries.com
M&A/Alliance Activity
       Buyer/Investor                        Target   Payments Emphasis                              Possible Strategy
     Vantiv                          Litle &Co.       eCommerce processor         Vantiv (formerly Fifth Third Payments, formerly Midwest
                                                                                  Payment Systems) uses $361 million of its $500 million IPO
                                                                                  money to gain a toehold in the eCommerce processing world.
                                                                                  Litle & Co. posted 2011 revenues of $285 million and
                                                                                  supports the eCommerce activities of Overstock.com,
                                                                                  Ancestry.com, ShopNBC, and a host of others. No pay day
                                                                                  for VC or PE players since Tim Litle has bootstrapped the
                                                                                  whole show since 2001 with funds generated through the sale
                                                                                  of predecessor company to First USA.
     Grotech Ventures                Plink            Online-to-offline loyalty   Plink raises another $3.0 million in growth capital to expand
                                                                                  its presence in the QSR and casual dining restaurant sector.
                                                                                  Plink enables enrolled consumers to earn loyalty points when
                                                                                  eating at Arby’s, Burger King, Dunkin’ Donuts, Quiznos and
                                                                                  others. Plink points are redeemable on Facebook as well as
                                                                                  Amazon.com, The Gap, Home Depot, iTunes, Nike and
                                                                                  others. The company earlier had raised $633,000 in angel
                                                                                  investor funds from Matomy Media and Ahlborg
                                                                                  Acquisitions.
     T-Venture                       LevelUp          App-based merchant          LevelUp is a SCVNGR merchant services offering that uses
                                                      services/loyalty            smartphone technology (card enrollment via on-board camera
                                                                                  and QR code generation for transaction initiation) to enable
                                                                                  low/no cost merchant services processing. LevelUp floored
                                                                                  the industry last quarter by announcing a no interchange
                                                                                  policy and merchant fees based on revenues generated. T-
                                                                                  Venture adds $9.0 million to $12.0 million already committed
                                                                                  by others (reported in TW Q2 2012). Not bad for a company
                                                                                  with 200,000 active users and 3,000 merchants.
Dorado Industries                                                                                                                           (310) 544-1316
655 Deep Valley Drive, Suite 125-P                                                                                        jmacallister@doradoindustries.com
                                                                         12
Rolling Hills Estates, CA 90274                                                                                                    www.doradoindustries.com
M&A/Alliance Activity - Continued

    Buyer/Investor                      Target     Payments Emphasis                                       Possible Strategy
   Fontinalis Partners,              QuickPay      Parking lot payments app        QuickPay, one of those “do we really need this?” payments applications,
   Andreessen Horowitz,                                                            raises $3.5 million (guess we do) to finance expansion. The app enables
   Advanced Technology                                                             consumers to locate and pay for parking at 100 locations across 12 cities
   Ventures, angel                                                                 in California, Colorado, and Nevada. Parking lot owners are required to
   investors                                                                       install a special gate at their entrances and exits to participate. A
                                                                                   competitor to Flash Valet (page 17) we suppose.
   Lightspeed,                       FiveStars     Merchant loyalty scheme         Two-year old FiveStars raises $13.9 million in expansion money to
   DCM,                                                                            promote its card-based closed loop loyalty scheme. Store locations lean
                                                                                   toward eating, drinking, and smaller retailers. The system claims
                                                                                   compatibility with 90 percent of existing point of sales systems. This
                                                                                   tranche brings total funding to $16.0 million. Retailers establish their
                                                                                   own loyalty thresholds and rewards directly through the online app.
   Cardtronics                       ATM Network   ATM fleet                       Cardtronics, already the largest ATM deployer in the U.S., pays an
                                                                                   undisclosed amount for Minnesota-based ATM Network. Founded in
                                                                                   1996, ATM Network is a full-service ATM ISO with approximately
                                                                                   6,200 merchant own-and-load deployed units across a national footprint.
                                                                                   The acquisition increases Cardtronics’ fleet by 10 percent to over
                                                                                   61,000 devices. Can’t be many more good sized fleets left we guess.

   TSYS                              Central       Credit card processor           TSYS and credit card processor Central Payment form a joint venture
                                     Payment                                       with TSYS have a 60 percent interest in the deal. CP was launched in
                                                                                   2006 by twin brothers Matthew and Zachary Hyman. Wait, this sounds
                                                                                   familiar. Is this the same TSYS that announced a JV with First National
                                                                                   Bank of Omaha on March 1, 2010 and bought out FNBO on January 4,
                                                                                   2011? Looks like the Hyman boys are about to take early retirement.
                                                                                   No matter, they’ve already started SpotOn, a retailer loyalty program to
                                                                                   soak up their spare time.
Dorado Industries                                                                                                                                    (310) 544-1316
655 Deep Valley Drive, Suite 125-P                                                                                                 jmacallister@doradoindustries.com
                                                                              13
Rolling Hills Estates, CA 90274                                                                                                             www.doradoindustries.com
M&A/Alliance Activity - Continued
     Buyer/Investor                       Target           Payments Emphasis                              Possible Strategy
     Global Payments                 Accelerated Payment   Payments ISO               Global Payments lays out $413 million to acquire APT.
                                     Technologies                                     Accelerated focuses on small to medium merchants in the health
                                                                                      care arena – dental, medical, pharmacy – as well as specialty
                                                                                      retailers, automotive and veterinary verticals. The acquisition
                                                                                      brings with it access to 700 resellers covering 30 different
                                                                                      vertical markets. Annual card volume for APT exceeds $8.0
                                                                                      billion.
     Braintree                       Venmo                 Money remittance service   Venmo operated in beta mode for two years, coming out in early
                                                                                      2012. Braintree pays $26.2 million to get into mobile P2P to
                                                                                      complement its credit card processing technology. Braintree
                                                                                      anticipates that the Venmo buy will enable it to migrate its
                                                                                      current stable of eCommerce customers (Fab.com, Airbnb, Uber,
                                                                                      LivingSocial and the Angry Bird games) to mCommerce quickly.
                                                                                      Venmo was funded initially by $1.2 million in seed money and
                                                                                      raised a silent Series A (how dumb are silent rounds, anyway?) in
                                                                                      August, 2011. In late news, Braintree closed a $35 million
                                                                                      funding round, doubling its capitalization.
     Shortcut Ventures,              SumUp                 Mobile merchant services   Jack Dorsey’s U.S. launch of Square creates another market
     B-to-V Partners,                                                                 ripple, this time in Europe. SumUp is another device-based
     Tengelmann
     Ventures, others                                                                 merchant services scheme similar to Square, PayPal Here,
                                                                                      Intuit’s GoPayment and others. The dongle attaches to Android
                                                                                      or iOS phones and tablets enabling micro- and smaller merchants
                                                                                      to accept mag stripe payments. Pricing is 275 b.p. on each Visa,
                                                                                      MasterCard or EuroPay transaction. Investors ponied up $20
                                                                                      million Series A capital to fund a full launch in four European
                                                                                      countries simultaneously. European transaction security rules
                                                                                      are tougher than in the U.S. so we can probably expect an
                                                                                      American end run sometime soon.
Dorado Industries                                                                                                                                (310) 544-1316
655 Deep Valley Drive, Suite 125-P                                                                                             jmacallister@doradoindustries.com
                                                                             14
Rolling Hills Estates, CA 90274                                                                                                         www.doradoindustries.com
M&A/Alliance Activity - Continued
       Buyer/Investor                  Target    Payments Emphasis                                    Possible Strategy
  Founders Fund Angel,               Wallaby     Digital wallet                WF has developed Wallaby Card, a cloud-based wallet designed to
  WI Harper Group,                   Financial                                 allow consumers to load multiple cards and to optimize card
  SLP Ventures,                                                                selection to gain full advantage of differing card rewards and other
  Lion Wells Capital,                                                          benefits. Selections are made based on transaction type, limited time
  Others                                                                       offers, and other key factors. Investors laid out $1.1 million to get
                                                                               things moving. One small glitch in the consumer adoption equation:
                                                                               a $50 annual fee. Oh-oh.
  Wright Express                     UNIK        Brazilian payroll cards and   Wright Express, now known as WEX, Inc., continues to pursue
                                     Fleet One   US fleet fuel operator        diversification and concentration strategies on a global basis. It pays
                                                                               $21.9 million to acquire a 51 percent interest in UNIK, a Brazilian
                                                                               payroll card processor and two days later gobbled up Fleet One, a
                                                                               privately held fuel card provider in the U.S. WEX paid private
                                                                               investors $369 million for Fleet’s $56 million in annual revenues,
                                                                               210,000 active cards, and 60,0000 acceptance sites. Seems steep.
  Investors like us                  Blackhawk   Gift card distribution        Safeway Inc. announces plans to IPO a minority stake in
                                     Network                                   Blackhawk, the grocery chain’s gift card distribution chain with
                                     Holdings                                  presence in the U.S., Canada, Europe, Mexico and Australia.
                                                                               Claiming the asset is under-valued inside Safeway, it is hoped that
                                                                               the unit’s $100 million in annual EBITDA will generate an over-
                                                                               valued asset – cash – for the supermarket. Safeway shares post the
                                                                               announcement rose 3.7 percent. Good plan, maybe.
  Acculynk                           PayLeap     eCommerce payments            Acculynk takes a down-market step by acquiring PayLeap, an
                                                 gateway                       eCommerce payments gateway with 4,000 small and medium retail
                                                                               customers. In so doing, Acculynk Direct has been formed as a new
                                                                               division. Acculynk enables PIN-based Internet payments using a
                                                                               unique encryption scheme and has traditionally concentrated on
                                                                               larger retailers.
Dorado Industries                                                                                                                             (310) 544-1316
655 Deep Valley Drive, Suite 125-P                                                                                          jmacallister@doradoindustries.com
                                                                          15
Rolling Hills Estates, CA 90274                                                                                                      www.doradoindustries.com
M&A/Alliance Activity - Continued

       Buyer/Investor                   Target           Payments Emphasis                          Possible Strategy
     Citi Ventures,                  Square            Mobile merchant services   Old news but it warrants repeating that the latest round of
     Rizvi Traverse                                                               $200 million in funding gives Square an imputed valuation of
     Management,                                                                  $3.25 billion. Estimated annual spend on Square equipped
     Starbucks Coffee                                                             phones and tablets now exceeds $8.0 billion. Starbucks put
                                                                                  up $25 million, or roughly 100 million lattes.
     Thomvest Ventures,              Kabbage           Online merchant lending    Kabbage, one of those “no respect” companies, makes cash
     UPS Strategic                                                                advances to online merchants who retail products through
     Enterprise Fund, Mohr                                                        eBay and Amazon. The investors added $30 million to
     Davidow Ventures,                                                            Kabbage’s already hefty $26 million in earlier rounds.
     Bluerun Ventures                                                             Company plans call for more growth in international markets
                                                                                  and retailers with physical presence. Advances range in size
                                                                                  from $500 to $50,000. Underwriting involves data mining
                                                                                  using UPS shipping data, potential recipient’s QuickBooks
                                                                                  information, and the level of merchant activity on Facebook
                                                                                  and Twitter. Guess Quick Ratio and Debt/Worth analyses are
                                                                                  a thing of the past when lending to online merchants.
     VantagePoint Capital            edo Interactive   Card based rewards         Returning investors add $15 million in capital raising this
     Partners,                                                                    Tennessee- and Illinois-based processor of card-based
     Baird Venture Partners                                                       rewards and promotions to $54.3 million. edo currently has
                                                                                  140 bank partners representing more the 150 million
                                                                                  cardholders. Promotions include offers and redemptions at
                                                                                  Nordstrom, Target, Subway, and Home Depot. Proceeds will
                                                                                  be used to help the company move down-market into the
                                                                                  small and medium business market.



Dorado Industries                                                                                                                          (310) 544-1316
655 Deep Valley Drive, Suite 125-P                                                                                       jmacallister@doradoindustries.com
                                                                            16
Rolling Hills Estates, CA 90274                                                                                                   www.doradoindustries.com
M&A/Alliance Activity - Continued

       Buyer/Investor                   Target       Payments Emphasis                               Possible Strategy
     Trellis Partners,               Flash Valet   Parking service and payments   Austin-based Flash Valet raises $1.25 million to expand its
     Austin Ventures,                                                             cloud-based software service that enables users to notify
     G51 Capital,                                                                 parking valets when their car is needed and provides payment
     186K Ventures                                                                options. Obviously, it’s a mobile app but comes with a valet-
                                                                                  side version to track time and attendance and other essential
                                                                                  valet business analytics like joyriding and pilfering .
     Altos Ventures,                 Billeo        Online payments                Venerable online payments operator Billeo raises $4.2 million
     ATA Ventures,                                                                with room for another $2.0 million in Series C funding.
     Pacifica Fund,                                                               Billeo works both sides of the payments street with its
     Claremont Creek                                                              ZipThru Buy and ZipThru Pay applications. Founded in
     Ventures                                                                     2006, Billeo continues to expand its presence through
                                                                                  relationships with 40 banks, 1,500 merchants, and 1.5 million
                                                                                  consumers. At this rate, Billeo will soon become a candidate
                                                                                  for a liquidity event.
     Digital River                   LML Payment   Card not present processor     Digital River pays $102.8 million to snag LML, a leader in
                                     Systems                                      eCommerce payments processing. The combined entity
                                                                                  handles $20 billion in annual transaction volume generated by
                                                                                  tens of thousands of companies. Naturally, the announcement
                                                                                  drew potential litigation from a law firm inquiring about the
                                                                                  LML Board’s efforts to shop the deal. Let’s see, LMLP
                                                                                  closed at $1.87 the previous trading day and Digital River is
                                                                                  paying $3.45. Seems like the DR Board is the one that bears
                                                                                  scrutiny.



Dorado Industries                                                                                                                           (310) 544-1316
655 Deep Valley Drive, Suite 125-P                                                                                        jmacallister@doradoindustries.com
                                                                         17
Rolling Hills Estates, CA 90274                                                                                                    www.doradoindustries.com
M&A/Alliance Activity - Continued
     Buyer/Investor                     Target           Payments Emphasis                             Possible Strategy
   Matrix Partners,                  Fuze Network      Cash-based online payments   Founded in 2009 in Salt Lake City, Fuze has raised $5.0
   Ribbit Capital                                                                   million in funding from various sources. The company offers
                                                                                    its Swipe2Pay services to users wishing to pay credit card and
                                                                                    other bills with cash by swiping the Swipe2Pay card at special
                                                                                    terminals. 100,000 retail locations and numerous banks
                                                                                    participate; $25 million in transactions per month run through
                                                                                    the system. A companion product, BillPay Card, identifies
                                                                                    cash-paying users at the point of sale and enables payment of
                                                                                    recurring bills (utility, ISP services, etc.) at participating
                                                                                    merchant locations in cash.
   SignaPay                          Equity            POS ISO                      Two payments ISOs merge with SignaPay, a Dallas-based
                                     Commerce LP                                    firm, coming out on top. The combined entity handles 14,000
                                                                                    merchants and $2.0 billion in annual sales. These intra-sector
                                                                                    mergers just keeping happening.
   Investors like us                 WorldPay          Payments processor           Advent International and Bain Capital announced intentions
                                                                                    to sell the U.S. operations of WorldPay. AI and BC paid £2.0
                                                                                    billion for 80 percent of WorldPay from Royal Bank of
                                                                                    Scotland in 2010. The two PE firms hope to generate $1.0
                                                                                    billion in proceeds from the sale of the Atlanta operation.
                                                                                    The non-U.S. portion of WorldPay will be retained, for now.
   ES Ventures,                      Ubiquity Global   Prepaid BPO                  Former executives from TxVia – recently purchased by
   Pritzker/Vlock                    Services                                       Google – form a business process outsourcing firm targeting
                                                                                    the GPR programs found within the prepaid card industry.
                                                                                    Investors funded $4.0 million in initial capital. The company
                                                                                    has operations in El Salvador and the Philippines and plans to
                                                                                    open a European office next year. Initial Ubiquity customers
                                                                                    will likely be drawn from TxVia legacy clients.
Dorado Industries                                                                                                                              (310) 544-1316
655 Deep Valley Drive, Suite 125-P                                                                                           jmacallister@doradoindustries.com
                                                                             18
Rolling Hills Estates, CA 90274                                                                                                       www.doradoindustries.com
M&A/Alliance Activity - Continued

     Buyer/Investor                     Target     Payments Emphasis                        Possible Strategy
   MasterCard                        Truaxis     Loyalty rewards        Back when it was known as BillShrink, Truaxis helped users
                                                                        save money by offering ways to reduce household bills.
                                                                        Today, the company helps banks and retailers deliver
                                                                        household-customized offers to their customers. MasterCard
                                                                        has acquired Truaxis to integrate its features into its network
                                                                        to deliver real time offers and post-offer analytics. It is
                                                                        thought that these features will promote brand loyalty on the
                                                                        banking side and stepped-up sales for merchants. Sounds
                                                                        right.




Dorado Industries                                                                                                                    (310) 544-1316
655 Deep Valley Drive, Suite 125-P                                                                                 jmacallister@doradoindustries.com
                                                                   19
Rolling Hills Estates, CA 90274                                                                                             www.doradoindustries.com
Useful Links for More Information
     We threw a lot of new names out again this quarter. Here’s a list of links for you to
     learn more.

                          Company                     Role                               Link
       Kuapay                        Mobile Wallet                      www.kuapay.com

       PreCash                       Unbanked financial services        www.precash.com

       PayDragon                     Restaurant ordering and payments   www.paydragon.com

       Plink                         Online loyalty                     www.plink.com

       QuickPay                      Parking lot search and payments    www.quickpay.com

       FiveStars                     Merchant-based loyalty             www.fivestars.com

       Braintree                     eCommerce processor                www.braintree.com

       Wallaby Financial             Smart mobile wallet                www.walla.by

       Fuze Network                  Alternative payments network       www.fuzenetwork.com




Dorado Industries                                                                                             (310) 544-1316
655 Deep Valley Drive, Suite 125-P                                                          jmacallister@doradoindustries.com
                                                      20
Rolling Hills Estates, CA 90274                                                                      www.doradoindustries.com
Back in the day!


          Perhaps you forgot (or didn’t
          know) that IBM once made
          ATMs. Yep, right up until Diebold
          and IBM formed InterBold in
          1991. These are pictures of
          IBM’s first two ATM models.
          BTW, the photo on the left was
          taken in 1972. First reader to
          email the model number for each
          unit to us wins a Dorado
          Industries polo shirt second
          place gets a T-shirt.

          Good luck!




Dorado Industries                                                    (310) 544-1316
655 Deep Valley Drive, Suite 125-P                 jmacallister@doradoindustries.com
                                              21
Rolling Hills Estates, CA 90274                             www.doradoindustries.com

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  • 1. October 22-23, 2012 TrendWatch 2.0 Q3 2012 Payments System Industry Synopsis Notice: Materials contained in this document are drawn from several media sources and Dorado Industries is not responsible for their accuracy. Opinions expressed herein are presented without warranty. Brand names are the trademarks of their respective service offerors.
  • 2. Random Thoughts Wow, What a Quarter! Well, four months actually. Sorry for the delay. American Express begins to shed its 150 year old reputation Wow, What an Industry! for member exclusivity in favor of a more inclusion persona. So, who remembers back to the days when the only electronic Its Bluebird offering made joint with WalMart is sure to payments conference was called “ATM/X” where “X” was a disrupt the prepaid card market. number from 1 to 10? Back then (ATM/8 was held in 1985 at Bitcoin runs the risk of being viewed as irrelevant (for now) if Opryland in Nashville) “retail delivery” and ATM were its “Black Friday” sales event scheduled for November 9th synonymous terms. Hell, ATM ISOs didn’t exist, shared fizzles out. Bitcoin merchants will be offering discounts on transactions barely moved the needle, and the biggest question gold, lower transaction fees, and free Pampero Rum in an going into the show was which vendor (NCR, IBM, or effort to establish Bitcoin was a legitimate tender type. Diebold) would have the biggest booth and best party. How PayPal/Discover forges what some are calling the “fifth things have changed. In October 2012 alone there four network” in their alignment for network routing and merchant commercially sponsored payments conferences and the acceptance. Discover is always looking for volume and Chicago Fed held its 10th annual Payments Symposium. The PayPal is striving for acceptance in brick-and-mortar logos on our front page note that three events were held on the locations. A match made in heaven. same dates. Together, they drew nearly 4,000 industry Merchant Customer Exchange (MCX) is formed by nearly vendors, participants and pundits. All this hoopla over an two dozen retailers. The idea of merchants collaborating isn’t industry that got no respect for its first 30 years. Opryland? all that new – consider their efforts related to Durbin. What is Wow, What a Bold Move! unique is that large and moderately large retailers, most You have to hand it to the payments companies and other category killers in their respective verticals, are willing to put industry players that really stepped it up a notch in Q3. For aside their differences and sort out this mobile payments thing. example: Finally, in the Not So Bold category, the higher-ups at Nacha Starbucks took a $25 million flyer with Square and gave this voted down the association’s effort to bring same-day ACH $3.25 billion start-up the right to process all of its debit and settlement into being. The UK, Mexico, Singapore, and the credit card transactions while accepting Square Wallet as a Netherlands can pull this off but 50 Nacha voting member FIs tender type. Gutsy. and regional associations can’t? Truly un-bold! Dorado Industries Until next time. (310) 544-1316 655 Deep Valley Drive, Suite 125-P jmacallister@doradoindustries.com 2 Rolling Hills Estates, CA 90274 www.doradoindustries.com
  • 3. Table of Contents 2012 Predictions 4 TrendWatch Scorecard/Summary 6 2012 Payments Industry Yields 7 Interesting Quarterly News That Got No Respect 8 Q3 M&A/Investor Activity 12 Useful Links for More Information 20 Back in the Day 21 Dorado Industries (310) 544-1316 655 Deep Valley Drive, Suite 125-P jmacallister@doradoindustries.com 3 Rolling Hills Estates, CA 90274 www.doradoindustries.com
  • 4. 2012 Predictions • Four new payments schemes designed to maximize mobile phone functionality while eliminating the need for retailer check out lanes will proliferate – two will be launched by merchants, two from third parties. Mar: More entrants in the QSR, fine dining and tavern sector. Waiting on the big box guys. Late add: Intuit acquires AisleBuyer, one of the check out lane disrupters paying between $80 and $100 million. Jun: JC Penney announces plans to eliminate its fixed site POS installations in favor of tablet and smartphone equipped roving checkout personnel. Sep: Nordstrom equips its stores with 6,000 mobile POS devices and downsizes its checkout register footprint. WalMart executive pines for the future day when signature authentication disappears. • CFPB or DOJ will put the buy-here, pay-here segment for automobiles and accessories out of business. Mar: Looks like CFPB is using the shotgun approach - 10,000 notices to companies have been issued in the first six months of its existence! Annual report was issued March 31, 2012. Worth a quick read at: http://files.consumerfinance.gov/f/201204_cfpb_ConsumerResponseAnnualReport.pdf Jun: Perhaps payday lending is getting all the attention since there are more of these lenders than the others. Then again, maybe CFPB’s cup runneth over with credit card complaints posted by consumers. Sep: Looks like California might lead the way toward BHPH regulation; two bills pending in Sacramento. • At least one of the top ten FIs will be merged out. Mar: Nothing yet but it’s still early. Jun: Might want to fire up the popcorn popper, this one could take a while. Sep: Looks like we’re going to whiff this one. • Congress will turn its back on efforts to repeal Durbin and/or materially alter Dodd-Frank. Mar: Looks like Congress won’t have to do anything despite certain GOP candidates claiming they intend to repeal Durbin. Jun: Two words: “election year.” Might not happen until 2013, if then. Sep: Post-debate poll numbers suggest that this prediction may fall flat leading to some corrective action in 2013. Late add: for sure! Dorado Industries (310) 544-1316 655 Deep Valley Drive, Suite 125-P jmacallister@doradoindustries.com 4 Rolling Hills Estates, CA 90274 www.doradoindustries.com
  • 5. 2012 Predictions • American Express will prevail in its suit with DOJ. Mar: The longer the suit continues, the better this prediction looks. Jun: Then again, the July 13, 2012 settlement with Visa/MasterCard could put things in a cocked hat. Sep: Despite the outcome of the suit, the new “more inclusive” American Express is beginning to look interesting. Bluebird may change a lot of things. • By yearend, China UnionPay’s base of cardholders will be 120 percent of Visa’s. Mar: Could happen. After all, who would have thought AMEX volume would have topped MasterCard’s in 2011? Jun: WTO finds China out of compliance with reciprocity agreements, excluding other acquirers from operating there. Might change things. Sep: CUP continues to make its cards more accepted with a third-party processing agreement with Nets, Europe’s third largest processor. RBR report: CUP issues one-half of all new cards in the world. • Nokia’s partnership with Microsoft will save it from extinction. Mar: Nokia’s still in the game and swinging for the fences. Microsoft is trying mightily to make the deal work. Jun: Maybe not if Windows 8 flops. We should know soon after its release date in October. Yet, if the iPhone 5 comes out in September, all bets are off for Nokia. Sep: Nokia is selling its headquarters building for $250 million. Microsoft might not be able to pull this off. Dorado Industries (310) 544-1316 655 Deep Valley Drive, Suite 125-P jmacallister@doradoindustries.com 5 Rolling Hills Estates, CA 90274 www.doradoindustries.com
  • 6. TrendWatch Scorecard/Summary – Q2 2012 Industry Players To Watch V/MA: Lots riding on the outcome of the merchant settlement. Positive Isis: Third party reviews of initial Austin efforts not so hot. Expect on-the- fly changes to software and enrollment procedures. Mixed MCX: Merchant mobile wallet goes less stealthy at Money2020. The Gap Negative joins the party. Bluebird: AMEX’s low-fee prepaid card designed for distribution through High 1. New Payment Forms WalMart stores could be a market disrupter and very good for the card issuer. Low 2. ATM Restructuring Wright Express: Continues its torrid acquisition and diversification strategies while changing its name to WEX. Mainstream payments play in Med 3. POS Volume Trend the works? Discover: “Think differently, act bravely” says Beth Horowitz, DFS EVP. High 4. Legal/Regulatory Issues High 5. New Venture Growth Market & Industry Situation Med 6. Earnings Announcements 1 – Money2020 and other shows were loaded with new ideas. 2 – Cardtronics takes down another competitor, Diebold and NCR getting High 7. Industry Investments aggressive. 3 – Interlink volumes “bottoming out.” Really? 4 – CFPB hammers American Express hard. 5 – AMEX Bluebird and WalMart should start the fur flying again. 6 – Mixed messages again this quarter. Lower guidance from the prepaid sector. 7 – Lots of M&A and VC/PE money this quarter. Dorado Industries (310) 544-1316 655 Deep Valley Drive, Suite 125-P jmacallister@doradoindustries.com 6 Rolling Hills Estates, CA 90274 www.doradoindustries.com
  • 7. 2012 Payments Industry YTD Yields “The rich just keep getting richer” they say. Our basket of payments equities takes its lead from the Dow and S&P indices which popped up a few points this quarter and generates an overall return of 20 percent for the year so far, Green Dot’s drubbing notwithstanding. Industry Player 12/31/2011 9/28/2012 Price  Cap Value  YTD 2012 Yield Alliance Data Systems $ 103.84 $ 141.95 $ 38.11 $ 2,267.5 36.7% Cardtronics $ 27.06 $ 29.76 $ 2.70 $ 109.9 10.0% Discover Financial Services $ 24.00 $ 39.73 $ 15.73 $ 7,564.6 65.5% Euronet Worldwide $ 18.48 $ 18.79 $ 0.31 $ 15.6 1.7% Fidelity National Information Services $ 26.59 $ 31.22 $ 4.63 $ 883.4 17.4% First Data (Future Use) Fiserv Inc. $ 58.74 $ 74.03 $ 15.29 $ 2,383.7 26.0% Global Cash Access Holdings $ 4.45 $ 8.05 $ 3.60 $ 277.6 80.9% Green Dot $ 31.22 $ 12.23 $ (18.99) $ (773.8) -60.8% Heartland Payment Systems $ 24.36 $ 31.68 $ 7.32 $ 273.8 30.0% Jack Henry & Associates $ 33.61 $ 37.85 $ 4.24 $ 355.7 12.6% MasterCard Worldwide $ 372.82 $ 451.48 $ 78.66 $ 10,178.6 21.1% NetSpend $ 8.11 $ 9.83 $ 1.72 $ 151.0 21.2% Online Resources $ 2.42 $ 2.93 $ 0.51 $ 15.1 21.1% TNS $ 17.72 $ 14.95 $ (2.77) $ (69.5) -15.6% Total System Services $ 19.56 $ 23.70 $ 4.14 $ 817.2 21.2% Visa $ 101.53 $ 134.28 $ 32.75 $ 27,703.2 32.3% Sources: Company releases, Morningstar.com, Bloomberg.com 2012 YTD yield excludes dividends; based on 12/30/11 and 9/28/12 closing prices Dorado Industries (310) 544-1316 655 Deep Valley Drive, Suite 125-P jmacallister@doradoindustries.com 7 Rolling Hills Estates, CA 90274 www.doradoindustries.com
  • 8. Interesting News This Quarter Subject Source/Date Substance Bank of America ATM Marketplace • U.S. Patent Application 102429 assigned to Bank of America covers a “contactless automated September teller machine.” Final approval is probably a few years away and what may come about as a result is anyone’s guess. Yet, if mobile comes of age while the patent weenies are doing their thing, we could come out the back side with ATMs that respond to NFC, RFID, or 2D technology rather than magnetic stripe cards. What do FI deployers do in response? Better question, what do ATM ISOs do? Might be a lot of new artificial reefs created as we transition to a new way of initiating an ATM withdrawal and older devices are swapped out. WalMart Reuters • WalMart takes a baby step in the direction forged by Nordstrom, that is one of reducing the September friction associated with store checkout. Employees of the Rogers, Arkansas supercenter will test iPhones equipped with an app that enables users to scan items and (ultimately) make payments without the help of a cashier. Nordstrom has gone a step farther but equipping its stores with 6,000 sales associate mobile terminals to ease checkout congestion and noise. Citibank ATM Marketplace • Vaunted ATM and deployer and former ATM manufacturer Citibank takes a page from Wells September Fargo’s book and launches e-receipts at its ATMs. Users may opt for emailed receipts complete with or without copies of deposited checks or decline a receipt altogether. Clearly a move to reduce the cost of ATM operations through paper reduction, this step also gives Citibank another opportunity to deliver marketing messages to its depositors. Kuapay Mobile Payments • Kuapay, a southern California-based mobile wallet provider that raised $4.0 million in Q2 2012, Today has already branched out to another geography. This time it’s NYC through a relationship with August The Bean, a local independent chain of coffee and food shops and Little Pie Company (guess what product it purveys). Working with The Bean allows Kuapay to do a straight-up comparison with the Starbucks/Square lash-up. In addition to payments handling, the Kuapay app enables store coupons, user offers and rewards. Kuapay claims to have the lowest acceptance cost for merchants but declined to name the price. Dorado Industries (310) 544-1316 655 Deep Valley Drive, Suite 125-P jmacallister@doradoindustries.com 8 Rolling Hills Estates, CA 90274 www.doradoindustries.com
  • 9. Interesting News This Quarter – Continued Subject Source/Date Substance PayPal/Discover Payments Source • PayPal and Discover have formed an arrangement whereby PayPal can receive POS payments over September Discover’s rails. This network lash-up gives PayPal an entry way into Discover’s 7 million relationships with U.S. retailers. PayPal’s 50 million accountholders would likely appeal to Discover as well. PayPal’s huge international presence has got to be high on Discover’s rationale for cutting the deal. One has to wonder what the deal does for Pulse, the Discover-owned PIN debit network that could see its transactions routed to PayPal where they might be converted to ACH transactions for settlement. Well, to make an omelet, you have to break a few eggs we suppose. PreCash Payments Source • PreCash, a payments services player that caters to the unbanked segment, has launched a mobile wallet September called FlipMoney. The service’s key focus is on getting cash into and out of the wallet in real time. Users pay $1.00 and 1.0 percent to deposit payroll or government checks and $1.00 plus 3.0 percent for others. PreCash relies on services provided by Chexar to take the risk out of immediate payment services embedded in the FlipMoney wallet. Fiserv PaymentsSource • Sensing that its bank and credit union clients need a competitive response to Square, PayPal and Intuit September mobile merchant services plays, Fiserv will roll out its SpotPay reader. SpotPay is similar in operation to the other offerings and includes benefits tied to the processor’s numerous other services. The UChoose rewards program comes along too plus instant funds credit for checks scanned via Fiserv’s remote deposit capture feature. The Accel/Exchange network rails will be used to insure faster funds movement and settlement. There will be a consumer side application as well but as yet the underlying system (i.e., POPMoney or Accel/Exchange) has not be decided. Fidelity National Information PaymentsSource • FIS launches PayNet, a real-time transit portal for P2P, eCommerce, bill pay, mobile and international (FIS) October funds transfer. PayNet leverages existing FIS network assets including NYCE to move the funds directly from an accountholder’s relationship with a participating FI to the intended recipient. There’s a 30 minute “do over” provision included in the service to handle buyer’s remorse. The initial roll-out phase in currently in motion while full deployment is expected in early 2013. Just think what ClearXchange could become if it decided to offer the same service! Dorado Industries (310) 544-1316 655 Deep Valley Drive, Suite 125-P jmacallister@doradoindustries.com 9 Rolling Hills Estates, CA 90274 www.doradoindustries.com
  • 10. Interesting News This Quarter – Continued Subject Source/Date Substance Research in Motion The Paypers • For the few of us left using RIM smartphones (and every Canadian ever born), there’s hope on the mobile (RIM) October wallet front. Coming as no surprise really, EnStream, the joint venture between Canadian mobile carriers Rogers, Bell and Telus has selected Research in Motion to enable smartphone payments through mobile wallets. RIM will manage security credentials for SIM cards in BB devices as well as Android and Windows phones. We’re waiting for the iPhone/AT&T holding period to lapse so we can join the big leagues, leaving BB to our northern neighbors. Dwolla Dwolla Blog • Dwolla, the “little engine that could” from Iowa may be getting closer to gaining full respect in the September eCommerce sector. PayTap, an aggregator of payments and a payment option on Amazon’s site, now incorporates Dwolla accounts as one of its settlement options. PayTap has a social aspect to it, allowing more than a single buyer to share the expense of a purchase. The same service also enables single or shared bill payments and the use of credit or debit cards for settlement. Dwolla might be worth a second look for mCommerce and eCommerce players seeking a way to avoid traditional card network rails. Dwolla TechCrunch • Dwolla’s back at it. The rogue payments network has partnered with mFoundry to launch MassPay, a October payments tool for business customers looking for alternative remittance methods to check-writing and wire transfers. MassPay is similar to PayPal’s business space offering except it supports 2,000 payments at once versus 250 for PayPal and, of course, it’s far cheaper. Payments over $10.00 cost 25¢ and those below the threshold are free. PayPal’s offering is currently priced at 2 percent per payment, capped at $1.00. Admittedly, most of Dwolla’s MassPay users are start-up companies but we all have to start somewhere, right? Google/Discover Mobile Payments • What again? Hard on the heels of Discover’s blockbuster partnership with PayPal for use of its network and Today introduction to its 7 million merchants, the fourth largest payment network leaks an upcoming announcement October wherein Google’s wallet will take on card-like characteristics leading some pundits to refer to the offering as “your mobile wallet in your leather wallet.” The jury’s still out on the when and where particulars but Google’s chief wallet spokesperson, Osama Bedier, has a hard time not grinning from ear-to-ear when asked about “Google Wallet 2.0.” Stay tuned. Dorado Industries (310) 544-1316 655 Deep Valley Drive, Suite 125-P jmacallister@doradoindustries.com 10 Rolling Hills Estates, CA 90274 www.doradoindustries.com
  • 11. Interesting News This Quarter – Continued Subject Source/Date Substance Bank of America Reuters • Bank of America has partnered with Paydiant for a second round of mobile wallet testing. The bank’s first September go-round involved NFC; results of that test were not widely publicized. The latest pilot is based in Charlotte and includes five merchants. Bank employees equipped with new iOS and Android devices store their card information in a cloud while an on-board app reads QR codes printed on merchant receipts to initiate the payment. Bank spokespeople explain that other technologies could be introduced to the mobile application but provided no specifics. Seems a tad klugey from here but time will tell. PayDragon PaymentsSource • PayDragon is a unit of Paperlinks, the creative folks who custom design QR codes for consumers and September businesses. Earlier this year PayDragon launched its “Takeout” application for food trucks and small restaurants. Device-loaded user payment information is accessed by email addressing. Consumers use Takeout to pre-order and pay for food items and arrange a convenient time for pick-up. The company has also launched “Checkout,” an app that permits scanning of published QR codes, product ordering, and payment. The products ordered are delivered anywhere is Continental U.S. for free. Yet another market disrupter. Groupon PaymentsSource • Daily deal provider, Groupon quickly integrates its Breadcrumb acquisition made in May 2012 and uses that technology (and help from recent ex-PayPal hires) to offer up another competitor in the merchant services mosh pit. Readers provided by Infinite Peripherals enable participating Groupon retailers to accept the Big 4 payment cards at rates lower than generally available: 1.8 percent for swiped Visa, MasterCard and Discover cards and 3.0 percent for AMEX. Keyed in transactions are slightly higher plus a 15¢ fee. Groupon keeps its discount rates low by relying on its internal sales staff for merchant enrollment instead of ISOs. Sure to get some trade association’s dander up. Dorado Industries (310) 544-1316 655 Deep Valley Drive, Suite 125-P jmacallister@doradoindustries.com 11 Rolling Hills Estates, CA 90274 www.doradoindustries.com
  • 12. M&A/Alliance Activity Buyer/Investor Target Payments Emphasis Possible Strategy Vantiv Litle &Co. eCommerce processor Vantiv (formerly Fifth Third Payments, formerly Midwest Payment Systems) uses $361 million of its $500 million IPO money to gain a toehold in the eCommerce processing world. Litle & Co. posted 2011 revenues of $285 million and supports the eCommerce activities of Overstock.com, Ancestry.com, ShopNBC, and a host of others. No pay day for VC or PE players since Tim Litle has bootstrapped the whole show since 2001 with funds generated through the sale of predecessor company to First USA. Grotech Ventures Plink Online-to-offline loyalty Plink raises another $3.0 million in growth capital to expand its presence in the QSR and casual dining restaurant sector. Plink enables enrolled consumers to earn loyalty points when eating at Arby’s, Burger King, Dunkin’ Donuts, Quiznos and others. Plink points are redeemable on Facebook as well as Amazon.com, The Gap, Home Depot, iTunes, Nike and others. The company earlier had raised $633,000 in angel investor funds from Matomy Media and Ahlborg Acquisitions. T-Venture LevelUp App-based merchant LevelUp is a SCVNGR merchant services offering that uses services/loyalty smartphone technology (card enrollment via on-board camera and QR code generation for transaction initiation) to enable low/no cost merchant services processing. LevelUp floored the industry last quarter by announcing a no interchange policy and merchant fees based on revenues generated. T- Venture adds $9.0 million to $12.0 million already committed by others (reported in TW Q2 2012). Not bad for a company with 200,000 active users and 3,000 merchants. Dorado Industries (310) 544-1316 655 Deep Valley Drive, Suite 125-P jmacallister@doradoindustries.com 12 Rolling Hills Estates, CA 90274 www.doradoindustries.com
  • 13. M&A/Alliance Activity - Continued Buyer/Investor Target Payments Emphasis Possible Strategy Fontinalis Partners, QuickPay Parking lot payments app QuickPay, one of those “do we really need this?” payments applications, Andreessen Horowitz, raises $3.5 million (guess we do) to finance expansion. The app enables Advanced Technology consumers to locate and pay for parking at 100 locations across 12 cities Ventures, angel in California, Colorado, and Nevada. Parking lot owners are required to investors install a special gate at their entrances and exits to participate. A competitor to Flash Valet (page 17) we suppose. Lightspeed, FiveStars Merchant loyalty scheme Two-year old FiveStars raises $13.9 million in expansion money to DCM, promote its card-based closed loop loyalty scheme. Store locations lean toward eating, drinking, and smaller retailers. The system claims compatibility with 90 percent of existing point of sales systems. This tranche brings total funding to $16.0 million. Retailers establish their own loyalty thresholds and rewards directly through the online app. Cardtronics ATM Network ATM fleet Cardtronics, already the largest ATM deployer in the U.S., pays an undisclosed amount for Minnesota-based ATM Network. Founded in 1996, ATM Network is a full-service ATM ISO with approximately 6,200 merchant own-and-load deployed units across a national footprint. The acquisition increases Cardtronics’ fleet by 10 percent to over 61,000 devices. Can’t be many more good sized fleets left we guess. TSYS Central Credit card processor TSYS and credit card processor Central Payment form a joint venture Payment with TSYS have a 60 percent interest in the deal. CP was launched in 2006 by twin brothers Matthew and Zachary Hyman. Wait, this sounds familiar. Is this the same TSYS that announced a JV with First National Bank of Omaha on March 1, 2010 and bought out FNBO on January 4, 2011? Looks like the Hyman boys are about to take early retirement. No matter, they’ve already started SpotOn, a retailer loyalty program to soak up their spare time. Dorado Industries (310) 544-1316 655 Deep Valley Drive, Suite 125-P jmacallister@doradoindustries.com 13 Rolling Hills Estates, CA 90274 www.doradoindustries.com
  • 14. M&A/Alliance Activity - Continued Buyer/Investor Target Payments Emphasis Possible Strategy Global Payments Accelerated Payment Payments ISO Global Payments lays out $413 million to acquire APT. Technologies Accelerated focuses on small to medium merchants in the health care arena – dental, medical, pharmacy – as well as specialty retailers, automotive and veterinary verticals. The acquisition brings with it access to 700 resellers covering 30 different vertical markets. Annual card volume for APT exceeds $8.0 billion. Braintree Venmo Money remittance service Venmo operated in beta mode for two years, coming out in early 2012. Braintree pays $26.2 million to get into mobile P2P to complement its credit card processing technology. Braintree anticipates that the Venmo buy will enable it to migrate its current stable of eCommerce customers (Fab.com, Airbnb, Uber, LivingSocial and the Angry Bird games) to mCommerce quickly. Venmo was funded initially by $1.2 million in seed money and raised a silent Series A (how dumb are silent rounds, anyway?) in August, 2011. In late news, Braintree closed a $35 million funding round, doubling its capitalization. Shortcut Ventures, SumUp Mobile merchant services Jack Dorsey’s U.S. launch of Square creates another market B-to-V Partners, ripple, this time in Europe. SumUp is another device-based Tengelmann Ventures, others merchant services scheme similar to Square, PayPal Here, Intuit’s GoPayment and others. The dongle attaches to Android or iOS phones and tablets enabling micro- and smaller merchants to accept mag stripe payments. Pricing is 275 b.p. on each Visa, MasterCard or EuroPay transaction. Investors ponied up $20 million Series A capital to fund a full launch in four European countries simultaneously. European transaction security rules are tougher than in the U.S. so we can probably expect an American end run sometime soon. Dorado Industries (310) 544-1316 655 Deep Valley Drive, Suite 125-P jmacallister@doradoindustries.com 14 Rolling Hills Estates, CA 90274 www.doradoindustries.com
  • 15. M&A/Alliance Activity - Continued Buyer/Investor Target Payments Emphasis Possible Strategy Founders Fund Angel, Wallaby Digital wallet WF has developed Wallaby Card, a cloud-based wallet designed to WI Harper Group, Financial allow consumers to load multiple cards and to optimize card SLP Ventures, selection to gain full advantage of differing card rewards and other Lion Wells Capital, benefits. Selections are made based on transaction type, limited time Others offers, and other key factors. Investors laid out $1.1 million to get things moving. One small glitch in the consumer adoption equation: a $50 annual fee. Oh-oh. Wright Express UNIK Brazilian payroll cards and Wright Express, now known as WEX, Inc., continues to pursue Fleet One US fleet fuel operator diversification and concentration strategies on a global basis. It pays $21.9 million to acquire a 51 percent interest in UNIK, a Brazilian payroll card processor and two days later gobbled up Fleet One, a privately held fuel card provider in the U.S. WEX paid private investors $369 million for Fleet’s $56 million in annual revenues, 210,000 active cards, and 60,0000 acceptance sites. Seems steep. Investors like us Blackhawk Gift card distribution Safeway Inc. announces plans to IPO a minority stake in Network Blackhawk, the grocery chain’s gift card distribution chain with Holdings presence in the U.S., Canada, Europe, Mexico and Australia. Claiming the asset is under-valued inside Safeway, it is hoped that the unit’s $100 million in annual EBITDA will generate an over- valued asset – cash – for the supermarket. Safeway shares post the announcement rose 3.7 percent. Good plan, maybe. Acculynk PayLeap eCommerce payments Acculynk takes a down-market step by acquiring PayLeap, an gateway eCommerce payments gateway with 4,000 small and medium retail customers. In so doing, Acculynk Direct has been formed as a new division. Acculynk enables PIN-based Internet payments using a unique encryption scheme and has traditionally concentrated on larger retailers. Dorado Industries (310) 544-1316 655 Deep Valley Drive, Suite 125-P jmacallister@doradoindustries.com 15 Rolling Hills Estates, CA 90274 www.doradoindustries.com
  • 16. M&A/Alliance Activity - Continued Buyer/Investor Target Payments Emphasis Possible Strategy Citi Ventures, Square Mobile merchant services Old news but it warrants repeating that the latest round of Rizvi Traverse $200 million in funding gives Square an imputed valuation of Management, $3.25 billion. Estimated annual spend on Square equipped Starbucks Coffee phones and tablets now exceeds $8.0 billion. Starbucks put up $25 million, or roughly 100 million lattes. Thomvest Ventures, Kabbage Online merchant lending Kabbage, one of those “no respect” companies, makes cash UPS Strategic advances to online merchants who retail products through Enterprise Fund, Mohr eBay and Amazon. The investors added $30 million to Davidow Ventures, Kabbage’s already hefty $26 million in earlier rounds. Bluerun Ventures Company plans call for more growth in international markets and retailers with physical presence. Advances range in size from $500 to $50,000. Underwriting involves data mining using UPS shipping data, potential recipient’s QuickBooks information, and the level of merchant activity on Facebook and Twitter. Guess Quick Ratio and Debt/Worth analyses are a thing of the past when lending to online merchants. VantagePoint Capital edo Interactive Card based rewards Returning investors add $15 million in capital raising this Partners, Tennessee- and Illinois-based processor of card-based Baird Venture Partners rewards and promotions to $54.3 million. edo currently has 140 bank partners representing more the 150 million cardholders. Promotions include offers and redemptions at Nordstrom, Target, Subway, and Home Depot. Proceeds will be used to help the company move down-market into the small and medium business market. Dorado Industries (310) 544-1316 655 Deep Valley Drive, Suite 125-P jmacallister@doradoindustries.com 16 Rolling Hills Estates, CA 90274 www.doradoindustries.com
  • 17. M&A/Alliance Activity - Continued Buyer/Investor Target Payments Emphasis Possible Strategy Trellis Partners, Flash Valet Parking service and payments Austin-based Flash Valet raises $1.25 million to expand its Austin Ventures, cloud-based software service that enables users to notify G51 Capital, parking valets when their car is needed and provides payment 186K Ventures options. Obviously, it’s a mobile app but comes with a valet- side version to track time and attendance and other essential valet business analytics like joyriding and pilfering . Altos Ventures, Billeo Online payments Venerable online payments operator Billeo raises $4.2 million ATA Ventures, with room for another $2.0 million in Series C funding. Pacifica Fund, Billeo works both sides of the payments street with its Claremont Creek ZipThru Buy and ZipThru Pay applications. Founded in Ventures 2006, Billeo continues to expand its presence through relationships with 40 banks, 1,500 merchants, and 1.5 million consumers. At this rate, Billeo will soon become a candidate for a liquidity event. Digital River LML Payment Card not present processor Digital River pays $102.8 million to snag LML, a leader in Systems eCommerce payments processing. The combined entity handles $20 billion in annual transaction volume generated by tens of thousands of companies. Naturally, the announcement drew potential litigation from a law firm inquiring about the LML Board’s efforts to shop the deal. Let’s see, LMLP closed at $1.87 the previous trading day and Digital River is paying $3.45. Seems like the DR Board is the one that bears scrutiny. Dorado Industries (310) 544-1316 655 Deep Valley Drive, Suite 125-P jmacallister@doradoindustries.com 17 Rolling Hills Estates, CA 90274 www.doradoindustries.com
  • 18. M&A/Alliance Activity - Continued Buyer/Investor Target Payments Emphasis Possible Strategy Matrix Partners, Fuze Network Cash-based online payments Founded in 2009 in Salt Lake City, Fuze has raised $5.0 Ribbit Capital million in funding from various sources. The company offers its Swipe2Pay services to users wishing to pay credit card and other bills with cash by swiping the Swipe2Pay card at special terminals. 100,000 retail locations and numerous banks participate; $25 million in transactions per month run through the system. A companion product, BillPay Card, identifies cash-paying users at the point of sale and enables payment of recurring bills (utility, ISP services, etc.) at participating merchant locations in cash. SignaPay Equity POS ISO Two payments ISOs merge with SignaPay, a Dallas-based Commerce LP firm, coming out on top. The combined entity handles 14,000 merchants and $2.0 billion in annual sales. These intra-sector mergers just keeping happening. Investors like us WorldPay Payments processor Advent International and Bain Capital announced intentions to sell the U.S. operations of WorldPay. AI and BC paid £2.0 billion for 80 percent of WorldPay from Royal Bank of Scotland in 2010. The two PE firms hope to generate $1.0 billion in proceeds from the sale of the Atlanta operation. The non-U.S. portion of WorldPay will be retained, for now. ES Ventures, Ubiquity Global Prepaid BPO Former executives from TxVia – recently purchased by Pritzker/Vlock Services Google – form a business process outsourcing firm targeting the GPR programs found within the prepaid card industry. Investors funded $4.0 million in initial capital. The company has operations in El Salvador and the Philippines and plans to open a European office next year. Initial Ubiquity customers will likely be drawn from TxVia legacy clients. Dorado Industries (310) 544-1316 655 Deep Valley Drive, Suite 125-P jmacallister@doradoindustries.com 18 Rolling Hills Estates, CA 90274 www.doradoindustries.com
  • 19. M&A/Alliance Activity - Continued Buyer/Investor Target Payments Emphasis Possible Strategy MasterCard Truaxis Loyalty rewards Back when it was known as BillShrink, Truaxis helped users save money by offering ways to reduce household bills. Today, the company helps banks and retailers deliver household-customized offers to their customers. MasterCard has acquired Truaxis to integrate its features into its network to deliver real time offers and post-offer analytics. It is thought that these features will promote brand loyalty on the banking side and stepped-up sales for merchants. Sounds right. Dorado Industries (310) 544-1316 655 Deep Valley Drive, Suite 125-P jmacallister@doradoindustries.com 19 Rolling Hills Estates, CA 90274 www.doradoindustries.com
  • 20. Useful Links for More Information We threw a lot of new names out again this quarter. Here’s a list of links for you to learn more. Company Role Link Kuapay Mobile Wallet www.kuapay.com PreCash Unbanked financial services www.precash.com PayDragon Restaurant ordering and payments www.paydragon.com Plink Online loyalty www.plink.com QuickPay Parking lot search and payments www.quickpay.com FiveStars Merchant-based loyalty www.fivestars.com Braintree eCommerce processor www.braintree.com Wallaby Financial Smart mobile wallet www.walla.by Fuze Network Alternative payments network www.fuzenetwork.com Dorado Industries (310) 544-1316 655 Deep Valley Drive, Suite 125-P jmacallister@doradoindustries.com 20 Rolling Hills Estates, CA 90274 www.doradoindustries.com
  • 21. Back in the day! Perhaps you forgot (or didn’t know) that IBM once made ATMs. Yep, right up until Diebold and IBM formed InterBold in 1991. These are pictures of IBM’s first two ATM models. BTW, the photo on the left was taken in 1972. First reader to email the model number for each unit to us wins a Dorado Industries polo shirt second place gets a T-shirt. Good luck! Dorado Industries (310) 544-1316 655 Deep Valley Drive, Suite 125-P jmacallister@doradoindustries.com 21 Rolling Hills Estates, CA 90274 www.doradoindustries.com