ONE OneSmart International Education Group Limited

Higher One Holdings, Inc. (NYSE: ONE) (“Higher One”) today announced financial results for the second quarter of 2011. The company reported revenue of $35.1 million, up 26% from $27.8 million in the second quarter of 2010. The year-over-year revenue growth was primarily attributable to a 39% increase in the number of OneAccounts and an increase in the number of higher education institutions contracted for the company’s services, partially offset by a decrease in revenue per OneAccount due to 2010 changes to Regulation E as amended by the Federal Reserve Board.

“We continue to execute against our strategic goals and deliver against the expectations we set with investors, which was clearly apparent in the second quarter,” stated Dean Hatton, President and CEO of Higher One. “Our High Touch Service® approach enables us to constantly obtain feedback from the millions of students and thousands of school administrators that we’re dedicated to serving. And we use that feedback to enhance existing products and build new ones that provide real value for our customers. I’m very pleased with how we’re positioned as we look towards the start of a new school year.”

Higher One also reported GAAP net income of $4.8 million, and non-GAAP adjusted net income, which excludes certain non-recurring or non-cash items, stock-based compensation, stock-based and other customer acquisition expense, the gain we recorded in connection with the settlement of our litigation with the former stockholders of Informed Decisions Corporation, and amortization of intangible assets, of $7.1 million. GAAP diluted EPS was $0.08 in the quarter, up from $0.03 in the second quarter of 2010. Non-GAAP adjusted diluted EPS was $0.12, up from $0.09 for the same period a year ago. In the second quarter of 2011, non-GAAP adjusted EBITDA was $12.0 million, up 30% from $9.2 million in the same period last year.

The number of OneAccounts at the end of the second quarter of 2011 totaled 1.7 million, up 39% from 1.2 million in the second quarter of 2010. Total enrollment at higher education clients that have purchased the OneDisburse® product increased to 3.7 million, an increase of approximately 864,000 from 2.8 million in the second quarter of 2010. Total enrollment at higher education clients that have purchased the CASHNet® suite of payment products increased to 2.6 million, up approximately 235,000 from 2.3 million in the same period last year.

Operating cash flow in the quarter was $1.5 million, after having been slightly negative in the second quarter of 2010. Cash, cash equivalents, and liquid investments totaled $67.4 million as of June 30, 2011.

Higher One reaffirmed full-year 2011 revenue guidance of $180.0 – $188.0 million. The company increased full-year 2011 guidance for GAAP diluted EPS to $0.43 – $0.60, and increased non-GAAP adjusted diluted EPS to $0.72 – $0.77. Higher One issued revenue guidance for the third quarter of 2011 of $46.0 – $48.0 million. The company issued GAAP diluted EPS guidance for the third quarter of 2011 of $0.08 – $0.14. Noting that GAAP diluted EPS is subject to material and unpredictable impacts from certain M&A-related customer acquisition expenses, the company issued third quarter 2011 non-GAAP adjusted diluted EPS guidance of $0.17 – $0.19. The company believes that the non-GAAP adjusted diluted EPS measure, which excludes certain expenses including stock-based compensation, stock-based and other customer acquisition expense, and amortization of intangible assets, and the related tax expense, as well as gains related to the settlement of litigation, provides a useful view of more predictable and normalized business trends.

Quarterly Conference Call Information

Higher One will host a conference call at 5 p.m. ET today to discuss second quarter results. A live webcast of the conference call, together with a slide presentation that includes supplemental financial information and reconciliations of certain non-GAAP measures to their nearest comparable GAAP measures can be accessed through Higher One’s investor relations website at http://www.ir.higherone.com/. In addition, an archive of the webcast will be available for 90 days through the same link.

About Higher One Holdings

Higher One Holdings, Inc. (NYSE: ONE) is a leading company focused on helping college business offices manage operations and providing enhanced service to students. Through a full array of services from refunds, payments, electronic billing, payment plans and more, Higher One works closely with colleges and universities to ensure students receive financial aid refunds quickly, can pay tuition and bills online, make on-campus and community purchases and learn the basics of financial management.

Higher One provides its services to approximately 5.5 million students at distinguished public and private higher education institutions nationwide. More information about Higher One can be found at www.ir.higherone.com.

Forward-Looking Statements

This press release includes forward-looking statements, as defined by the Securities and Exchange Commission (“SEC”). Management’s projections and expectations are subject to a number of risks and uncertainties that could cause actual performance to differ materially from that predicted or implied. These statements speak only as of the date they are made, and the company does not intend to update or otherwise revise the forward-looking information to reflect actual results of operations, changes in financial condition, changes in estimates, expectations or assumptions, changes in general economic or industry conditions or other circumstances arising and/or existing since the preparation of this press release or to reflect the occurrence of any unanticipated events. The forward-looking statements in this release do not include the potential impact of any acquisitions or divestitures that may be announced and/or completed after the date hereof. Information about the factors that could affect future performance can be found in our recent SEC filings.

Use of Non-GAAP Financial Measures

This release includes certain metrics presented on a non-GAAP basis, including non-GAAP adjusted EBITDA, non-GAAP adjusted net income, and non-GAAP adjusted EPS. We believe that these non-GAAP measures, which exclude amortization of intangibles, stock-based compensation, and certain non-recurring or non-cash impacts to our results, all net of taxes, provide useful information regarding normalized trends relating to the company’s financial condition and results of operations. Reconciliations of these non-GAAP measures to their closest comparable GAAP measure are included in this press release.

Higher One Holdings, Inc.

Unaudited Condensed Consolidated Statements of Operations

(in thousands of dollars, except share and per share amounts)

  Three Months Ended June 30, 2010 2011 Revenue: Account revenue $21,732 $27,701 Payment transaction revenue 2,671 3,080 Higher education institution revenue 2,744 3,725 Other revenue 603   561   Total revenue 27,750 35,067 Cost of revenue 10,399   13,423   Gross margin 17,351   21,644   Operating expenses: General and administrative 7,784 9,015 Product development 793 895 Sales and marketing 5,516   6,701   Total operating expenses 14,093   16,611   Income from operations 3,258 5,033 Interest income 2 11 Interest expense (247 ) (56 ) Other income –   1,500   Net income before income taxes 3,013 6,488 Income tax expense 1,183   1,734   Net income $1,830   $4,754     Net income available to common stockholders per common share: Basic $532 $4,754 Participating Securities 1,298   –   Diluted $1,830   $4,754     Weighted average shares outstanding Basic 14,518,962 55,117,635 Diluted 55,687,536 59,718,105   Net income available to common stockholders per common share: Basic $0.04 $0.09 Diluted $0.03 $0.08

Higher One Holdings, Inc.

Unaudited Condensed Consolidated Balance Sheets

(in thousands of dollars, except share and per share amounts)

  December 31, June 30, 2010

2011

  Assets Current assets: Cash and cash equivalents $34,484 $50,473 Investments in marketable securities 14,697 16,884 Accounts receivable 2,622 5,330 Income receivable 3,719 3,407 Deferred tax assets 48 41 Prepaid expenses and other current assets 6,981 7,432 Restricted cash 8,250   –   Total current assets 70,801   83,567   Deferred costs 3,782 3,447 Fixed assets, net 9,919 18,890 Intangible assets, net 18,456 16,921 Goodwill 15,830 15,830 Other assets 653 542 Deferred tax assets – 762 Restricted cash –   1,075   Total assets $119,441   $141,034     Liabilities and Stockholders' Equity Current liabilities: Accounts payable $ 3,063 $ 3,473 Accrued expenses 11,786 13,948 Acquisition payable 8,250 - Deferred revenue 7,974   10,573   Total current liabilities 31,073   27,994   Deferred revenue 2,051 2,217 Deferred tax liabilities 2,926   -   Total liabilities 36,050   30,211   Commitments and contingencies (Note 7)   Stockholders' equity:

Common stock, $.001 par value; 200,000,000 shares authorized; 56,109,234 and56,763,635 shares issued and outstanding at December 31, 2010 and June 30,2011, respectively;

56 57 Additional paid-in capital 136,760 148,395 Accumulated deficit, net of 2008 $93,933 of stock tender transaction (53,425 ) (37,629 ) Total stockholders' equity 83,391   110,823   Total liabilities and stockholders' equity $119,441   $141,034  

Higher One Holdings, Inc.

Unaudited Condensed Consolidated Statements of Cash Flows

(in thousands of dollars)

  Six Months Ended June 30, 2010   2011 Cash flows from operating activities Net income $10,094 $15,796 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 3,373 3,434 Amortization of deferred finance costs 102 36 Non-cash interest expense 240 – Stock-based customer acquisition expense 4,866 6,935 Stock-based compensation 1,541 2,160 Deferred income taxes (2,354) (3,681) Gain on litigation settlement agreement – (1,500) Loss on disposal of fixed assets – 107 Changes in operating assets and liabilities: Accounts receivable (1,851) (2,708) Income receivable (132) 312 Deferred costs (1,321) (367) Prepaid expenses and other current assets (3,524) (451) Other assets (532) 75 Accounts payable 2,642 410 Accrued expenses 555 (1,417) Deferred revenue 3,495 2,765 Net cash provided by operating activities 17,194 21,906 Cash flows from investing activities Purchases of available for sale investment securities – (7,787) Proceeds from sales and maturities of available for sale investment securities – 5,600 Purchases of fixed assets, net of changes in construction payables of $0 and $3,494, respectively (2,415) (6,696) Payment to escrow agent (8,250) (1,075) Proceeds from escrow agent – 1,500 Payment of acquisition payable (1,750) – Acquisition of Informed Decisions Corporation, net of cash acquired 9 – Net cash used in investing activities (12,406) (8,458) Cash flows from financing activities Repayment of capital lease obligations (6) – Proceeds from line of credit 4,000 – Repayments of line of credit (22,000) – Proceeds from issuance of common stock, net of issuance costs 37,756 – Tax benefit related to stock options 1,598 1,878 Proceeds from exercise of stock options 393 663 Net cash provided by financing activities 21,741 2,541 Net change in cash and cash equivalents 26,529 15,989 Cash and cash equivalents at beginning of period 3,339 34,484 Cash and cash equivalents at end of period $29,868 $50,473

Higher One Holdings, Inc.

Unaudited Supplemental Operating Data

(in thousands)

      Three Months Ended June 30,   Sept 30, Dec 31, March 31, June 30, 2010 2010 2010 2011 2011   OneDisburse SSE (1) 2,795 3,217 3,281 3,413 3,659 y/y growth 33% 45% 41% 27% 31%   CASHNet Suite SSE (2) 2,315 2,450 2,460 2,506 2,550 y/y growth 40% 39% 25% 14% 10%   Ending OneAccounts (3) 1,235 1,538 1,618 1,762 1,722 y/y growth 82% 66% 61% 46% 39% (1)   OneDisburse SSE is defined as the number of students enrolled at institutions that have signed contracts to use the OneDisburse product by the end of a given period (2) CASHNet Suite SSE is defined as the number of students enrolled at institutions that have signed contracts to use one or more CASHNet Suite of Payment Products by the end of a given period, fully reflecting the number of clients prior to the acquisition of Informed Decisions Corp. (3) Ending OneAccounts is defined as the number of open accounts with a non-zero balance at the end of a given period

Higher One Holdings, Inc.

Unaudited Reconciliation of GAAP Net Income to Non-GAAP Adjusted EBITDA

(in thousands)

  Three Months Ended June 30, 2010   2011   Net income $1,830 $4,754 Interest income (2 ) (11 ) Interest expense 247 56 Income tax expense 1,183 1,734 Depreciation and amortization 1,747   1,757   EBITDA 5,005 8,290 Stock-based and other customer acquisition expense 3,508 4,333 Stock-based compensation expense 692 856 Other income --   (1,500 ) Adjusted EBITDA $9,205   $11,979     Revenues 27,750 35,067 Net Income Margin 6.6 % 13.6 % Adjusted EBITDA Margin 33.2 % 34.2 %

Unaudited Reconciliation of GAAP Net Income and Diluted EPS to Non-GAAP Adjusted Net Income and Adjusted Diluted EPS (in thousands, except per share amounts)

 

Three Months EndedJune 30,

2010 2011   Net income $1,830 $4,754   Stock-based and other customer acquisition expense 3,508 4,333 Stock-based compensation expense - ISO 373 461 Stock-based compensation expense - NQO 319 395 Other income -- (1,500) Amortization of intangibles 768 767 Amortization of finance costs 51 18 Total pre-tax adjustments 5,019 4,474 Tax rate 38.70% 38.20% Tax adjustment 1,796 2,106 Adjusted net income $5,053 $7,122   Diluted average weighted shares outstanding 55,688 59,718 Diluted EPS $0.03 $0.08 Adjusted Diluted EPS $0.09 $0.12   Revenues $27,750 $35,067 Net Income Margin 6.6% 13.6% Adjusted Net Income Margin 18.2% 20.3%

Higher One Holdings, Inc.

Business Outlook

        Three Months Ending September 30, 2011 GAAP     Non-GAAP (a) Revenues (in millions) $46.0   -   $48.0 $46.0 - $48.0 Diluted EPS $0.08 - $0.14 $0.17 - $0.19 (a) Estimated Non-GAAP amounts above for the three months ending September 30, 2011 reflect the estimated quarterly adjustments that exclude (i) the amortization of intangibles and finance costs of approximately $800,000, (ii) stock-based compensation expense of approximately $1.0 million, and (iii) stock-based and other customer acquisition expense of approximately $1.5 million to $7.0 million.

 

Stock-based and other customer acquisition expense primarily relates to our acquisition of EduCard in 2008, in connection with which we issued restricted stock, and IDC in 2009. We calculate the stock-based and other customer acquisition expense based on the undergraduate enrollment at higher education clients acquired relating to the acquisition, and the market value of our common stock at the time the client is acquired. It is difficult to predict with any degree of certainty either the number of new higher education clients we will acquire, the timing of future customer acquisitions, or the market value of our common stock at any time, resulting in a wide range of expected expense.

  Twelve Months Ending December 31, 2011 GAAP   Non-GAAP (b) Revenues (in millions) $180.0   -   $188.0 $180.0   -   $188.0 Diluted EPS $0.43 - $0.60 $0.72 - $0.77

(b) Estimated Non-GAAP amounts above for the twelve months ending December 31, 2011 reflect the estimated annual adjustments, that exclude (i) the amortization of intangibles and finance costs of approximately $3.0 million, (ii) stock-based compensation expense of approximately $4.0 million, (iii) stock-based and other customer acquisition expense of approximately $11.0 million to $22.0 million, and (iv) the gain related to the settlement of litigation with the former stockholders of Informed Decisions Corporation of approximately $1.5 million.

 

Stock-based and other customer acquisition expense primarily relates to our acquisition of EduCard in 2008, in connection with which we issued restricted stock, and IDC in 2009. We calculate the stock-based and other customer acquisition expense based on the undergraduate enrollment at higher education clients acquired relating to the acquisition, and the market value of our common stock at the time the client is acquired. It is difficult to predict with any degree of certainty either the number of new higher education clients we will acquire, the timing of future customer acquisitions, or the market value of our common stock at any time, resulting in a wide range of expected expense.