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February 2012




Payment Trends
Online to Offline




  By Patrick Gildea




                                      1
Table of Contents

•   Background and Relationships
•   Mobile and Innovation at the POS
•   Financing, M&A and Valuations
•   Payment Startup Ecosystem
Background and Relationships




                               3
Selected Transaction Experience
Closed more than $11 billion in M&A, Joint Ventures, and Financing transactions and more than 20+ corporate and business
                   development transactions including pilots, supplier, and technology partnerships.


  Leveraged Buyout                                    Cross-border M&A                                        Buy-side M&A                                          Sell-side M&A


                                                                                                                                                             OSS Business             Japan Operations

  Acquires                Acquired by                  Acquires              Acquires                      Acquires                Acquires                      Sold to                    Sold to



                                                      Assets                Assets                                              nvSRAM Business




     Joint Ventures                                   Public Capital Raise                            Private Capital Raise                                       Software License



                                                                                                                                                                 Between                    Between
  Create                     Create                 Initial Public
                                                                                                           Series C            Series B, C and D
                                                   Offering on TSE       PIPE on NASDAQ




                            Pilots                                                 Supply Chain                                                    Sales & Marketing


                                          Pilot test of            Enters into
            Pilot test of first                                                            Enters into               Enters into                Enters into a               Enters into a
                                        cardless debit /          Exclusive BIN
           NFC mobile wallet                                                            strategic supply          Exclusive supplier             marketing                   marketing
                                       loyalty payment         sponsor agreement
           in US at Safeway                                                             agreement with             agreement with             partnership with             agreement with
                                      system at Safeway               with
Payments Buy-side Relationships
      Extensive network of senior level relationships across many of the key buyers in Payments

    Networks                             Card Processing                                Prepaid




MA/Gateway - SMB                     MA/Gateway - Legacy                     Mobile Payment Platforms




Selected Venture Capital with Notable Payments Focus                              Investment Banks




                                                                                    Private Equity
Mobile and Innovation at the POS




                                   6
Mobile is Changing the Payments Landscape

                                  US Consumer Payment Transactions
                                                                                                      Healthy topline growth at
 Billions              128.3                                  136.5                    156.5          3.5% CAGR 2010-15
 100%
                            4.9                                 5.5                      7.0

   90%
                           25.8                                                                       Debit big benefactor of share
   80%                                                         41.5
                                                                                                      shift- helped by bad
                                                                                        68.4
   70%                                                                                                economy, credit tightening,
                           25.3
   60%
                                                                                                      mobile and merchants push
                                                               26.1                                   for lower cost payments
   50%
                           24.5
                                                                                        28.1
   40%                                                         17.5

   30%                                                                                  12.9          Share shift from cash and
   20%                     47.8                                                                       check to mobile wallet and
                                                               45.9
   10%
                                                                                        40.1          ecommerce
    0%
                           2006                                2010                     2015

                                  Prepaid             Debit           Credit   Check           Cash

Source: The Nilson Report and RJ&A research 10/2011
The Many Flavors of Mobile Payments
     Mobile payments expected to reach $1 trillion worth of global transactions by 2014*
•       Smart phone adoption finally reaching scale to sustain true mobile payments traction
•       Upgrade cost and merchants’ wait and see attitude still biggest hurdle to mobile enabled POS device adoption
•       Offers and loyalty will be carrot for shifting consumers to mobile mediums
•       Big data and location based intelligence infrastructure will soon follow
•       Winners will own both sides of payment transactions- consumer and merchant



                                                                Payment                   Direct Carrier                 Closed Loop
    Mobile Wallet                 Mobile POS
                                                                Platforms                     Billing                       Mobile
                                                                                                                       Paying for items gift card
    Using mobile phone to       Using mobile phones as        Using mobile apps to         Paying for items using
                                                                                                                       or store credit in mobile
          pay at POS                the POS device              transfer money                your phone bill
                                                                                                                                  app

                               • Enabled                    • Software on the phone      • In app billing, one of      • Good for micro
                                 micropayments to             enabled to manage            the only current apps         payments or frequent
                                 convert from cash to         money and payments                                         use locations
                                 cards                                                                                 • Starbucks trial did 3
                               • P2P players could                                                                       million transactions in
                                 invade at micro level                                                                   first 2 months




*Source: Yankee Group, 2011
Mobile Wallets – Invasion of the Software Giants
                   Comparison of Major Wallet Platforms   Sneak Peak




Source: Mercator
Yes, NFC Should Maybe Happen
                             Evolution of Payments                                                                      Thoughts on NFC
                                                                                                        Handset shipments with NFC enabled chips will be the single
                                                                                                         biggest critical factor in timing broad use of NFC in the U.S.

                                                                                                   Shared view with Mercator
   Barter            Coins                   Paper                  Plastic              Digital

                                                                                          ?
       RFID/NFC                  QRC                   Cardless                    SIM
   • POS / Phone              • Clumsy               • POS software           • Carriers still
     Upgrade                    experience             upgrade                  working out the
   • Fastest & Most           • POS add-on           • Unsecure                 details
     secure                   • Available            • Interchange rate?      • Safe and secure
   • Card present rate          today                • Ease of use            • Phone agnostic
   • Long-term winner                                • Doesn’t need a
                                                       device



   RFID Successful Overseas – Can that migrate to the US                                            •       Longer range RFID might also come across the ocean,
                                                                                                            enabling proximity based offers and marketing, something
  •    Octopus card first RFID rechargeable smart card in world- launched in Hong Kong                      like->
       1997:
       •   More than 20 million cards in circulation, nearly three times the population             •       First likely acceptance will be for micro-payments at:
           of Hong Kong.                                                                                        •      Convenience
       •   The cards are used by 95% of the population of Hong Kong aged 16 to 65                               •      Fast food, coffee
       •   Over 11 million daily transactions worth a total over HK$100 million                                 •      Gas pump
           (US$12.8 million) everyday.                                                                          •      Transportation
                                                                                                                •      Grocery
   •    Sony bitWallet first mobile RFID (NFC) wallet in Japan, operating on the Sony
        Felica platform                                                                             •       In-lane checkout speed and security will be key drivers
        •    More than 40,000 retail locations in first 5 years of operations                               tipping NFC as the winner vs. existing alternatives
        •    Accepted at all major convenience stores, railroads and at McDonalds
        •    First wallet platform to incorporate targeted ads based on spend and geo-              Many challenges remain but NFC will soon be here, though don’t
             location
                                                                                                     expect it to replace cards at the POS for many years to come.

Source: Wikipedia, company websites.
So Where is All the Money Made?

                        US Transaction Processing Revenue
                        $25.0

                                                                                             Healthy topline growth at
                                                                             $20.2           4.7% CAGR 2010-15
                        $20.0

                                                                    $16.8     $4.1

                                                                              $1.4
                        $15.0             $13.6                      $3.9

                                                                     $1.1
                                              $3.5
                        $10.0                 $1.0
                                                                                             Merchant acquiring fastest
                                                                              $14.7
                                                                                             growing and biggest
                         $5.0
                                                                     $11.8                   benefactor….
                                              $9.1


        $USD Billions                                                                 CAGR
                           $-
                                             2006                    2010     2015    5.0%       Mobile        Oh yeah,
         Card Issuing                        $3.5                    $3.9     $4.1    1.8%
                                                                                               innovation      and more
         Prepaid                             $1.0                    $1.1     $1.4    4.0%

         Merchant Acquiring                  $9.1                    $11.8    $14.7   9.0%
                                                                                                 at POS         online
                                                                                                               shopping
Source: The Nilson Report, World Report and RJ&A research 10/2011
Cool Stuff Happening at the POS
Innovation at the POS will support the shift from cash to electronic transactions and
                    thus driving revenue growth for Acquirors.
                              QR Codes     Mobile POS       Cloud POS     Ultrasonic
           Quick Checkout




           Cardless Debit




          Carrier to Retail




              Wallet
                               Loyalty      Social        Cards & Data
Themes to Watch For in Retail Payments
                                                           Square market approach combines POS
 Own the customer                           +
                                                           for merchants and wallet for consumers.
                                                           This convergence optimizes CRM, enables
                                                           more enhanced loyalty and offer features
  and merchant                                             and frankly creates a nice and sticky
                                                           switching cost for merchants.




                         Big data will become more
                         instrumental in tracking usage
                         and behavior to drive timely
                         and relevant offers to
 Loyalty, incentives,    consumers. First evolution will
                         be at card side, as PMs start
  ads and big data       tying user # to merchant ID
                         and track data on network
                         backend. Next evolution will
                         be at the wallet or POS,
                         tapping into Level III data and
                         tracking consumers across the
                         network backend.



                                                           Technologies that are convenient, easy to
                                                           deploy, easy to understand and make the
Customer experience     Don’t wait in
                        line Payment
                                         Enter my phone
                                                           overall purchasing experience better for
                                                           consumers will be great interim plays
                                          + pin and go –
                                            no wallet!     until NFC goes mainstream.
Financing, M&A and Valuations




                                14
Q1 Payments Financing Activity
Date        Target          Investors                                                       Amount
2/25/2012   Billmyparents   n/a                                                             $0.22M

2/22/2012   GoPago          JPMorgan Chase & Co.

2/16/2012   Flattr          Passion Capital                                                 $2.1M

2/16/2012   Quickpay        Fontinalis Partners

2/15/2012   Chirpify        Upstart labs

2/10/2012   Stripe          Sequoia Capital                                                 $18M

2/7/2012    Dwolla          Thrive Capital, Union Square Ventures, Village Ventures         $5M

2/6/2012    MoBeam          DFJ Athena                                                      $1.5M

1/31/2012   Cardspring      Accel Partners, Felicis Ventures, Greylock Partners, Morado     $10M
                            Ventures, SV Angels

1/31/2012   Mogl            Austin Ventures, Avalon Ventures, Sigma Partners                $10M

1/26/2012   HelloWallet     Morningstar; TD Fund                                            $12M

1/17/2012   ShopKeep        Total Technology Ventures; Tribeca Venture Partners             $2.2M

1/12/2012   Jumio           Edquardo Saverin                                                $25.5M

1/11/2012   Payoff.com      Anthemis Group; FirstMark Capital; Great Oaks Venture Capital   $2MM
Q1 Payments M&A Activity
Date        Target                                  Buyer                                 Amount
2/21/2012   OrcaOne                                 Ingk Labs

2/20/2012   Kima Labs                               Groupon                               ~$10-$20M

2/17/2012   Princeton Payment Solutsions            Financial Transaction Services, LLC

2/14/2012   WikiPay                                 WikiLoan

2/7/2012    Integral Computers                      Sage Pay                              $27M

1/24/2012   eCommlink’s Prepaid Processing Assets   Greendot                              $2.5M

1/20/2012   Mertado                                 Groupon

1/19/2012   CardStar                                Constant Contact
Payments Public Valuations
Payments Startup Ecosystem




                             18
Payments Startup Ecosystem – There are Plenty!
       Prepaid / Cards          Cash & SMB Financing / Bill Pay             Mobile Payments




    Consumer Financing         Gaming / Virtual Currency / Carrier    Niche Transaction Processing




  Social Payments / Big Data        Web Payments/ Loyalty            Personal Finance / Gamification




    Mobile Deals / Loyalty          Technology /QRC / POS                 Acquiring/Gateways