Industry Focus: Final Debit Card Rule Issued

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1 P Paymen nt Proce essing Insightt First Analysis s Investment Banking July U U.S. Reta ail and ecomme e erce Rettail Upda ate The U.S. Censsus Bureau index of retail sales depiccts continued strengthenin ng of U.S. rettail activity ass 2011 ad djusted retail sales increas sed by $ billion. Howe ever, inconsisstent rates off increase each quarter highlight the sttill fragile natu ure of the bro oader econom mic recovery and the curre ent tenuous state s of consumer confide ence. More co onsistent is th he migration to t online saless as ecomme erce continue es to climb as a percentage e of total retaiil sales. Qua arterly Change in Retail Sales S Quarterly ecommerce Retail Sales s ($ $ in billions) ($ in billionss) $100 $50 Online Retail as a % of Total $40 $50 5.0% Online Retail Sales S 4.0% $30 3.0% $20 2.0% $10 1.0% $0 ($50) ($100) $ So ource: Adjusted U.S S. Retail Sales, U.S S. Dept. of Comme erce, % Q Source: Adj djusted U.S. E-comm merce Sales, U.S. Dept. of Commercce, C Consum er Confi fidence The Sentimentt Index was in the Ju une 2011 surrvey. The ind dex was down n from 74.3 in May (-3.8% %) and last Ju une s 76.0 (-5 5.9%). The June declines were concen ntrated in the Expectationss Index, a com mponent of th he Index of Le eading Econo omic Indicato ors, which felll to 64.8 in June from in May and d last June s The de ecline was la argely due to renewed concerns about the t outlook fo or the econom my. The Curre ent Conditions Index was in the Ju une 2011 survvey, essentia ally unchanged d from 81.9 in n May, but do own from the recorded d last June. In ndex of Cons sumer Sentim ment So ource: Thomson Re euters / University of o Michigan Surveyys of Consumers. M Monthly Chan nge in Consu umer Sentim ment (5) (10) (15) (20) (25) Source: Thomson Reuters / University U of Michiga an Surveys of Consumers. Ch hicago, IL 60 First An nalysis Corporatio on One South Wacker Suite Chicago, IL www w.firstanalysis.co om

2 Industry Focus: Final Debit Card Rule Issued On June 29, 2011 the Federal Reserve Board issued its final rules on restructuring the interchange fees merchants pay debit card issuers for processing payments. The Fed also moved to prohibit network and routing exclusivity agreements in an effort to give merchants more flexibility in choosing providers and ensure competition in the industry. The Fed was mandated to address debit card interchange fees as a result of an amendment backed by Sen. Dick Durbin (D-Ill.) that was included in the Dodd-Frank financial regulatory reform bill enacted in The Fed's Board of Governors approved the final rule by a 4-1 vote. The New Rule. Under the new system, effective October 1, 2011, rates will be capped at 21 cents per transaction, plus an assessment of five basis points (0.05 percent) of the total transaction. The Board adopted as an interim measure a 1 cent per transaction kicker later for fraud prevention costs. The Board also agreed that issuers could satisfy the routing requirements if they had unaffiliated signature and PIN networks; it rejected the alternative of requiring two unaffiliated signature and two unaffiliated PIN networks. Currently, the fee charged for the average debit card transaction (US$38) is 44 cents. While banks had feared that the average fee would be cut to as low as 12 cents, the new rule results in an average fee of approximately 23 cents per transaction. The rule does not apply to credit cards, government-issued debit cards, prepaid cards that meet certain criteria or cards issued by banks and credit unions with assets under $10 billion. The cap will be the first limit on debit card fees. Currently, banks negotiate such fees with merchants and fees are typically based on a percentage of the purchase price. Bank Response. Overall, banks were pleased that the cap was not set as low as earlier indications might have suggested the rate cap system is more favorable to the banking industry than the panel's original proposal. Banks and big payment processors said the lower cap wouldn't cover the cost of handling transactions, maintaining their networks and preventing fraud. The American Bankers Association, which lobbies for the interests of large banks, welcomed the Fed's decision. The Federal Reserve has taken a significant step in reducing the harm that could have resulted from the proposed rule, it said in a statement. Retailer Response. The rulemaking drew immediate criticism from the National Retail Federation, a leading industry trade association that had lobbied for lower debit card fees closer to the Fed s original proposal. "American consumers suffered a major loss today," the NRF said in a statement. "We are extremely disappointed that the Federal Reserve chose to be influenced by special interests and ignored the will of Congress and American consumers. While the rate will provide modest relief, it does not go far enough." Other merchant groups expressed similar dissatisfaction with the Fed's decision. A representative of the Retail Industry Leaders Association said the central bank was "ceding to the wishes of the big banks and credit card companies. The effect on the online retail community will be somewhat mitigated by the Fed's decision to exclude alternative payment providers, such as PayPal, from the new rules. Consumer Impact. Despite frequent impassioned pleas by merchants in the name of the American consumer, many have believed that any fee relief would be captured by retailers and not benefit consumers. In addition, industry experts now expect banks to compensate for lost revenue by increasing other fees, eliminating free checking, or otherwise cutting benefits or services to customers. Page 2 of 8

3 First Analysis Payment Card Index Updates The First Analysis Credit Card Volume Index rose from $800.0 billion in 2010 to $876.2 billion in 2011, an increase of 9.5%. Year-over-year debit card volume fared even better, growing from $356.6 billion in 2010 to $404.4 billion in 2011, an increase of 13.4%. On a combined basis, volume was up $124.0 billion, increasing from $1.157 trillion in 2010 to $1.281 trillion in 2011, an increase of 10.7%. Domestic Payment Card Activity First Analysis Card Volume Indices (1) First Analysis Card Transaction Indices (2) ($ in billions) (billions of transactions) $1,400 $1,200 Credit Card Volume Index Debit Card Volume Index $1,000 $800 $600 $400 $200 $ Credit Card Transaction Index Debit Card Transaction Index (1) First Analysis Credit Card Volume and Debit Card Volume Indices include data reported by: Visa, MasterCard, AmericanExpress, and Discover. (2) First Analysis Credit Card Transaction and Debit Card Transaction Indices include data reported by: Visa, MasterCard, and Discover. Industry Stock Market Performance After falling dramatically during the economic crisis, stocks within the First Analysis Index and the First Analysis Index recovered to outperform the broader markets. Over the past year, both and stocks have generally performed in line with the broader indices. 5 Year Indexed Performance 1 Year Indexed Performance 70% 50% 30% 10% -10% S&P 500 NASDAQ 61.2% 32.3% 26.6% 3.2% 50% 30% 10% -10% S&P 500 NASDAQ 33.9% 32.0% 28.5% 26.4% -30% -50% -30% -70% Jun-06 Jun-07 Jun-08 Jun-09 Jun-10 Jun-11-50% Jun-10 Sep-10 Dec-10 Mar-11 Jun-11 Source: Capital IQ. Index includes: ADS, EEFT, EPAY, GDOT, GPN, HPY, INTU, MA, MGI, NTSP, TSS, V and WU. Index includes: FIS, FISV, JKHY and SONE (ORCC not included in the index for this analysis). Page 3 of 8

4 Public Market Trading Multiples Median public market valuations for companies in the industry are currently 10.0x 2011 consensus estimate EBITDA for the group and 8.8x 2011 consensus estimate EBITDA for the Group. 2011E EBITDA Multiples Median Metrics Median Metrics 17.4x 11.6x 11.5x 10.9x 10.0x 10.0x 10.0x 9.3x EV / EBITDA: 10.0x EBITDA Margin: 24.7% 8.6x 8.6x 7.9x 7.4x 5.9x 13.3x EV / EBITDA: 8.8x EBITDA Margin: 30.4% 10.2x 8.8x 8.5x 8.2x EPAY GDOT ADS NTSP INTU MGI MA V WU HPY GPN TSS EEFT SONE ORCC JKHY FISV FIS 2011 EBITDA Margin 2011 Revenue Growth 19.5% 22.6% 30.5% 24.7% 37.1% 21.0% 53.9% 63.0% 29.9% 20.7% 23.7% 27.7% 13.1% 10.9% 14.3% 31.5% 32.8% 30.4% 22.3% 27.5% 9.6% 18.3% 13.0% 5.8% 15.8% 13.7% 4.3% (74.1%) 12.9% 2.4% 7.6% 13.3% 1.3% 8.5% 3.0% 8.8% Source: Capital IQ. Data as of June 30, Both and companies have seen significant multiple expansion since bottoming out during late 2008 / early Currently, both sectors are generally trading in line with their longer term historical average EBITDA multiples and slightly ahead of recent shorter term averages. 5 Year Historical Mean Forward EBITDA Multiples 1 Year Historical Mean Forward EBITDA Multiples Avg 14.0x 13.0x Avg 12.0x 11.0x Average = 9.9x 10.0x 9.0x 8.0x Average = 8.9x 7.0x 6.0x 5.0x Jun-06 Jun-07 Jun-08 Jun-09 Jun-10 Jun-11 Avg 12.0x 11.0x Avg 10.0x Average = 9.0x 9.0x Average = 8.9x 8.0x 7.0x 6.0x 5.0x Jun-10 Sep-10 Dec-10 Mar-11 Jun-11 Source: Capital IQ. index includes: ADS, EEFT, GDOT, GPN, HPY, INTU, MA, NTSP, TSS, V, and WU (Excludes EPAY and MGI as outliers). index includes: FIS, FISV, JKHY, ORCC and SONE (Excludes volatile periods of trading for ORCC and SONE as outliers). Page 4 of 8

5 Industry Merger & Acquisition Activity Select Announced M&A Transactions (announced 01/01/11 to 07/07/11) Date Anncd. Status Target Target Industry Target Location Acquiror Enterprise Value ($ millions) 07/07/11 Announced Zong, Inc. 07/05/11 Announced Travelex Global Business Payments Division Services Services California ebay Inc. $240.0 London Western Union Co. (WU) $ /29/11 Closed Lexcel Solutions, Inc. Systems Software Arizona Clear2Pay nv/sa - 06/29/11 Announced CashEdge, Inc. Svcs New York Fiserv, Inc. (FISV) $ /27/11 Closed Mobile Money Ventures LLC Specialized Finance California Intuit Inc. (INTU) - 06/26/11 Announced Fundtech Ltd. (FNDT) Application Software Israel S1 Corporation (SONE) $ /24/11 Announced E-Pay Asia Limited, Telecom Businesses Svcs Australia Euronet Worldwide Inc. (EEFT) $ /09/11 Announced Fundamo (Proprietary) Limited Application Software South Africa Visa, Inc. (V) $ /01/11 Announced Finint Srl Consumer Finance Italy Western Union Co. (WU) - 05/24/11 Closed Destiny Electronic Commerce (pty) Ltd. Consumer Electronics South Africa VeriFone Systems, Inc. (PAY) - 05/02/11 Closed TermNet Merchant Services, Inc. Consumer Finance Georgia TSYS Merchant Solutions - 03/31/11 Closed Merchant Portfolio of American National Payments, Inc. Consumer Finance --- Pivotal Payments, Inc. - 03/31/11 Closed rapid! PayCard Specialized Finance Florida Wright Express Corp. (WXS) $ /29/11 Closed Allegient Systems, Inc. Application Software Connecticut Bottomline Technologies Inc. (EPAY) $ /18/11 Closed ISD Corporation Application Software Michigan ACI Worldwide, Inc. (ACIW) $ /01/11 Closed Credit Union On-Line Inc. Outsourced Svcs Massachusetts Fiserv, Inc. (FISV) - 03/01/11 Closed Maverick Network Solutions Inc. Specialized Finance Delaware Fiserv, Inc. (FISV) - 02/28/11 Closed Mobile Commerce Ltd. 02/24/11 Closed Heartland Payment Systems, Inc., Merchant Customers Processing on Third Party Platforms Svcs Outsourced Svcs 02/07/11 Closed GIFTS Software, Inc. Application Software New York 01/03/11 Closed Point of sale solutions business of Gemalto NV 01/01/11 Closed TSYS Merchant Solutions Source: Capital IQ, press releases, and FASC research. Georgia Fiserv, Inc. (FISV) Sage Payment Solutions, Inc. - Fidelity National Information Services, Inc. (FIS) Application Software Netherlands VeriFone Systems, Inc. (PAY) - Outsourced Svcs Nebraska Total System Services, Inc. (TSS) - $355.3 Page 5 of 8

6 M&A Transaction Synopses July 07, ebay Inc. announces the acquisition of Zong, Inc. Zong allows consumers to easily pay for purchases from their mobile phones or computers through direct carrier billing. June 09, Visa, Inc. (V) announces the acquisition of Fundamo (Proprietary) Limited. Fundamo provides mobile financial solutions for banks, financial organizations, and mobile network operators. in South Africa and internationally. March 18, ACI Worldwide, Inc. (ACIW) announces the acquisition of ISD Corporation. ISD provides payment management software for merchants including authorization engine, settlement suite, and tender management and processor interfaces that allow merchants to accept a range of payment tender types. July 05, Western Union Co. (WU) announces the acquisition of Travelex Global Business Payments Division. TGBP conducts business payments annually for 35,000 customers in 14 countries, providing international payments services to business clients. June 01, Western Union Co. (WU) announces the acquisition of Finint Srl. Finint provides money transfer services and operates through mail box centers, lottery shops, tobacconists, phone centers, ethnic shops, travel agencies, and banks in Italy, Spain, and the UK. March 01, Fiserv, Inc. (FISV) announces the acquisition of Credit Union On-Line Inc. Credit Union On-Line provides data processing and technology solutions for credit unions in the U.S. June 29, Clear2Pay nv/sa announces the acquisition of Lexcel Solutions, Inc. Lexcel provides payment testing software and services for network pre-certification and validation applications. May 24, Verifone Singapore Pte. Ltd. announces the acquisition of Destiny Electronic Commerce (pty) Ltd.. Destiny is a South Africabased electronic payments solutions provider. March 01, Fiserv, Inc. (FISV) announces the acquisition of Maverick Network Solutions Inc. Maverick provides card solutions for retailers, offering private label debit cards and prepaid cards, network branded prepaid cards, and custom payment solutions. June 29, Fiserv, Inc. (FISV) announces the acquisition of CashEdge, Inc. CashEdge provides online financial applications for banks, credit unions, and wealth management companies. May 02, TSYS Merchant Solutions announces the acquisition of TermNet Merchant Services, Inc. TermNet, a payment processing company, offers merchant and financial institution services and handles various setup, merchant support, and training services for financial institutions. February 28, Fiserv, Inc. (FISV) announces the acquisition of Mobile Commerce Ltd. Mobile provides mobile banking and payment services and offers credit card payment, debit payment, international remittances, and bill and premium payment services. June 27, Intuit Inc. (INTU) announces the acquisition of Mobile Money Ventures LLC. Mobile Money Ventures provides mobile financial services for financial institutions, carriers, and partners. Its services include security, customized implementation, payments, stock trading, banking, tracking, budgeting, and deals and rewards. March 31, Pivotal Payments, Inc. announces the acquisition of Merchant Portfolio of American National Payments, Inc. The portfolio includes approximately 2000 merchant accounts which provides payment processing services. February 24, Sage Payment Solutions, Inc. announces the acquisition of Heartland Payment Systems, Inc., Merchant Customers Processing on Third Party Platforms. Merchant Customers Processing on Third Party Platforms offers bankcard payment processing services to merchants. June 26, S1 Corporation (SONE) announces the acquisition of Fundtech Ltd. (FNDT). Fundtech provides end-to-end financial transaction processing software solutions for financial institutions in Israel and internationally. June 24, Euronet Worldwide Inc. (EEFT) announces the acquisition of E-Pay Asia Limited, Telecom Businesses. E-Pay Asia operates one of Asia s largest regional electronic payment networks consisting of 15,000 Points of Sale that accept cash payments for pre-paid mobile, reload, bill payment and process debit and credit card transactions. March 31, Wright Express Corp. (WXS) announces the acquisition of rapid! PayCard. The target company provides domestic employer prepaid payroll cards and paycard services, including prepaid products such as payroll debit cards, e-paystubs, and e-w2s. March 29, Bottomline Technologies Inc. (EPAY) announces the acquisition of Allegient Systems, Inc. Allegient Systems, Inc. provides software and services that assist legal departments to manage bill payment and expense management. February 07, Fidelity National Information Services, Inc. (FIS) announces the acquisition of GIFTS Software, Inc. GIFTS provides anti-money laundering and office of foreign assets control, e- banking, and customer relationship management solutions for financial institutions as well as funds transfer, investigation and compensation, and Webbased cash management systems. January 03, VeriFone Systems, Inc. (PAY) announces the acquisition of Point of sale solutions business of Gemalto NV. VeriFone assumed the customers and product requirements for Gemalto POS customers, who are mainly located in the Middle East, South Africa and India. January 01, Total System Services, Inc. (TSS) announces the acquisition of TSYS Merchant Solutions. TSYS (dba First National Merchant Solutions) provides payment processing services for credit card, debit card, electronic check, and other payment options to independent sales organizations, financial institutions, associations, and franchises. Source: Capital IQ, press releases, and FASC research. Page 6 of 8

7 Industry Capital Raising Activities In line with broader market activity, capital raising activities for the sector have been subdued. However, with market valuations improved, companies with strong projected growth and the ability to leverage technology to accelerate earnings growth are expected to tap the equity markets to fund future growth and provide liquidity to shareholders. The sector continues to attract the interest of investors, and larger private companies are likely to pursue public market options, including potential IPOs. Select Announced Capital Raising Transactions (announced 01/01/11 to 07/07/11) Initial Filing Date Offer Date Status Type Company Primary Industry Location Amount ($ millions) 06/30/11 -- Announced Shelf Registration VeriFone Systems, Inc. (NYSE:PAY) Outsourced Services San Jose, CA $ /06/11 06/06/11 Closed 3.125% Senior Notes Due 2016 Fiserv, Inc. (NASDAQ:FISV) Outsourced Services Brookfield, WI $ /06/11 06/06/11 Closed 6.125% Senior Notes Due 2021 Fiserv, Inc. (NASDAQ:FISV) Outsourced Services Brookfield, WI $ /13/11 -- Announced IPO BancTec, Inc. (NASDAQ:BTEC) IT Consulting and Other Services Irving, TX $75.0 NM 04/27/11 Closed Private Placement Square, Inc. Electronic Equipment and Instruments San Francisco, CA NA 03/02/11 03/02/11 Closed Floating Rate Notes Due 2013 Western Union Co. (NYSE:WU) Outsourced Services Englewood, CO $ /31/11 -- Announced Shelf Registration Bottomline Technologies (NASDAQ:EPAY) Application Software Portsmouth, NH $ /19/11 -- Announced Shelf Registration Intuit Inc. (INTU) Application Software Mountain View, CA $1,467.9 Note: For debt offerings, amount reflects gross offering amount. Source: IPO Monitor, Capital IQ, and press releases. Page 7 of 8

8 About First Analysis Investment Banking Founded in 1981, First Analysis has a 30 year track record of serving emerging growth companies and established industry leaders within its focused areas of domain expertise. Our investment banking practice leverages industry insights developed through our equity research and private equity activities to deliver value to clients across the life cycle of a business. Providing senior level attention to every client, First Analysis offers superior execution across a comprehensive range of investment banking services, including M&A advisory, public equity and debt financing, and private equity placements. First Analysis Securities Corporation One South Wacker Drive, Suite 3900 Chicago, IL Matt Nicklin Managing Director (312) [email protected] Paul Johnson Senior Vice President (312) [email protected] This report has been prepared by the Investment Banking Department of First Analysis Securities Corporation. This report is an overview and analysis of trends and is not intended to provide investment recommendations on any specific industry or company. This is not a complete analysis of every material fact regarding any company, industry, or security. The opinions expressed herein reflect our judgment at this date and are subject to change. The information has been obtained from sources we consider to be reliable, but we cannot guarantee the accuracy. This report may contain information which was previously included in a First Analysis Research Report. A complete listing of all companies covered by First Analysis Equity Research and applicable research disclosures can be obtained by calling or writing to: First Analysis Securities Corporation, Equity Research, One South Wacker Drive, Suite 3900, Chicago, IL First Analysis Securities Corporation is a registered broker/dealer with FINRA and member SIPC. Page 8 of 8