8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 26, 2012

HIGHER ONE HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-34779	26-3025501
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

115 Munson Street

New Haven, CT 06511

(Address of principal executive offices and zip code)

(203) 776-7776

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01.  Regulation FD Disclosure

 On March 28, 2012 at 1:10p.m. ET, Higher One Holdings, Inc. (“Higher One”) will present at the Barclays Capital Emerging Payments Forum (the “Forum”) in New York, New York.  Interested parties, including analysts, investors and the media, may listen live via webcast by logging onto the Investor Relations section of Higher One’s website at http://www.ir.higherone.com. For those who are not able to listen to the broadcast, a replay will be available shortly after the presentation at Higher One’s Investor Relations website.  In addition, an archive of the broadcast will be available for 90 days through the same link.

 At the Forum, Mark Volchek, Chief Financial Officer of Higher One, will present items not previously disclosed in reports filed by Higher One with the Securities and Exchange Commission (the “SEC”) relating to (i) current trends expected to lead to less predictable and lower new and total student enrollment growth at higher education institutions and (ii) changes in financial aid refund timing at higher education institutions. These factors may negatively impact the ability of Higher One to forecast revenue growth.  A copy of the PowerPoint slides that will accompany Higher One’s presentation at the Forum is attached hereto as Exhibit 99.1.

 The information in this Form 8-K shall not be deemed to be “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Use of Non-GAAP Financial Measures

 The PowerPoint slides and presentation described above include certain metrics presented on a non-GAAP basis.  Reconciliations of these non-GAAP measures to their closest comparable GAAP measures are included in the PowerPoint slides and presentation.

 This Form 8-K includes forward-looking statements, as defined by the SEC.  Management’s projections and expectations are subject to a number of risks and uncertainties that could cause actual performance to differ materially from those 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 Form 8-K or to reflect the occurrence of any unanticipated events.  The forward-looking statements in this Form 8-K 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.

Item 9.01.  Financial Statements and Exhibits

(d)           Exhibits.

Exhibits	Description
99.1	PowerPoint slides, Higher One Holdings, Inc., Barclays Capital Emerging Payments Forum, dated March 28, 2012

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: March 26, 2012

HIGHER ONE HOLDINGS, INC.

By:  /s/ Mark Volchek

       _____________________________

       Mark Volchek

       Chief Financial Officer

Exhibit Index

Exhibits	Description
99.1	PowerPoint slides, Higher One Holdings, Inc., Barclays Capital Emerging Payments Forum, dated March 28, 2012

EX-99.1

Higher One Holdings, Inc.
Barclays Capital Emerging Payments Forum
March 28, 2012

®

0

®

Forward-looking statements

This presentation includes forward-looking statements, as defined by the Securities and Exchange Commission.  Management’s projections and expectations are subject to a number of risks and uncertainties that could cause actual performance to differ materially from those 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 presentation or to reflect the occurrence of any unanticipated events.  The forward-looking statements in this presentation 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, available on our website at http://ir.higherone.com/. This presentation includes certain metrics presented on a non-GAAP basis, including non-GAAP adjusted EBITDA, non-GAAP adjusted EBITDA margin, non-GAAP adjusted net income,©2012 Higher One Holdings, Inc. and Higher One, Inc.  Higher One and the Higher One logo are registered trademarks of Higher One, Inc. MasterCard is a registered trademark of MasterCard International Incorporated.  All other trademarks are owned by their respective owners. non-GAAP adjusted diluted EPS, and non-GAAP Free Cash Flow.  We believe that these non-GAAP measures, which exclude amortization of intangibles, stock based compensation, and certain one-time 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 the appendix of this presentation.

®

©2012 Higher One Holdings, Inc. and Higher One, Inc.  Higher One and the Higher One logo are registered trademarks of Higher One, Inc. 
MasterCard is a registered trademark of MasterCard International Incorporated.  All other trademarks are owned by their respective owners.

Financial Aid

Financial Aid

Higher One provides electronic financial aid disbursements
and payment services to the higher education industry

Higher One provides electronic financial aid disbursements
and payment services to the higher education industry

OneAccount

OneAccount

Government Grants

(Pell, state programs)

Government Loans

(Stafford, PLUS)

Private Loans

(Various banks)

Private Grants

$

$

$

$

$

What we do

2

®

©2012 Higher One Holdings, Inc. and Higher One, Inc.  Higher One and the Higher One logo are registered trademarks of Higher One, Inc. 
MasterCard is a registered trademark of MasterCard International Incorporated.  All other trademarks are owned by their respective owners.

How we make money

Account Rev

~80%*

Higher Ed.

Institution Rev

~10%*

Payment

Trxn Rev

~10%*

*As a percent of total revenue, including pre-acquisition CASHNet revenue, on a trailing twelve month basis, rounded

3

®

©2012 Higher One Holdings, Inc. and Higher One, Inc.  Higher One and the Higher One logo are registered trademarks of Higher One, Inc. 
MasterCard is a registered trademark of MasterCard International Incorporated.  All other trademarks are owned by their respective owners.

Value proposition to schools

Pitch	Benefits to School/Students
Cost Savings	•Increased efficiency from making paper-based process electronic •Experience/specialization that comes with outsourcing •Allows schools to reallocate headcount
Student Services	•Students receive refunds faster, easier, and have more choice •High-Touch® customer service •Access to a no minimum balance checking account
Data Security/ Compliance	•School no longer has to collect/store sensitive financial information from students •Higher One assures regulatory compliance •Audit report for Dept. of Ed. submitted on behalf of the school

4

Signing new schools is a top strategic priority

*SSE stands for Signed School Enrollment, and is recorded each quarter as the total student enrollment at all schools that are contracted at year-end for
either our OneDisburse or at least one of our CASHNet® payment suite of products, as of the date the contract is signed (using the most up-to-date IPEDS
data at that point in time).

43% CAGR

16% CAGR

OneDisburse SSE*

(in thousands)

CASHNet Suite SSE*

(in thousands)

5

13% cross-
penetration

5

5

OneAccount growth from new sales, adoption growth

OneAccount Growth

(in thousands)

8

Adoption Curve*

*Adoption curve data is an approximation of average adoption rates of OneAccounts per SSE based on typical results of numerous historical cohorts

~33%

66%+

®

©2012 Higher One Holdings, Inc. and Higher One, Inc.  Higher One and the Higher One logo are registered trademarks of Higher One, Inc. 
MasterCard is a registered trademark of MasterCard International Incorporated.  All other trademarks are owned by their respective owners.

Recurring revenue from long-standing contracts

•Years of visibility from existing contracts

•Over 95% of 2011 Account Revenue was generated from contracts signed in prior years

•98%+ retention rate since 2003

Higher One Account Revenue by School Signed Year

($ in millions)

($ in millions)

9

®

©2012 Higher One Holdings, Inc. and Higher One, Inc.  Higher One and the Higher One logo are registered trademarks of Higher One, Inc. 
MasterCard is a registered trademark of MasterCard International Incorporated.  All other trademarks are owned by their respective owners.

Competitive strengths

10

®

©2012 Higher One Holdings, Inc. and Higher One, Inc.  Higher One and the Higher One logo are registered trademarks of Higher One, Inc. 
MasterCard is a registered trademark of MasterCard International Incorporated.  All other trademarks are owned by their respective owners.

How we view the competition

11

Bucket	Shortcomings
Traditional Banks	•School still responsible for handling disbursements •Lack of flexibility, service for schools •Less interested in student demographic
	•School still responsible for much of disbursement process •Lack of focus, experience •Offers little for students
	•Lower level of service for university business office •Lack of focus, experience •Main focus is on creating, servicing student debt

®

©2012 Higher One Holdings, Inc. and Higher One, Inc.  Higher One and the Higher One logo are registered trademarks of Higher One, Inc. 
MasterCard is a registered trademark of MasterCard International Incorporated.  All other trademarks are owned by their respective owners.

Thinking through the model

School
Penetration

Adoption
Rate

Acct Rev per
OneAccount

Total Student Population

OneDisburse SSE

Number of OneAccounts

Account Revenue

12

®

©2012 Higher One Holdings, Inc. and Higher One, Inc.  Higher One and the Higher One logo are registered trademarks of Higher One, Inc. 
MasterCard is a registered trademark of MasterCard International Incorporated.  All other trademarks are owned by their respective owners.

Recent enrollment and refund trends

13

Unique enrollment headwinds will impact short-term growth trends, but don’t

impact strategy or long-term opportunity:

•Changing industry dynamics are expected to lead to near term lower
enrollment, requiring recalibration of our short-term models

oRevised Dept of Ed “Satisfactory Academic Progress” standards
make it harder for some students to remain enrolled in the near-term

oPublicly-traded colleges continue to report lower enrollments

oChanges in disbursement timing are creating less predictable
disbursement patterns, which is impacting our forecasting ability

oTrend and timing differences between 2 and 4 year schools make
monthly and quarterly disbursement volumes less predictable

®

©2012 Higher One Holdings, Inc. and Higher One, Inc.  Higher One and the Higher One logo are registered trademarks of Higher One, Inc. 
MasterCard is a registered trademark of MasterCard International Incorporated.  All other trademarks are owned by their respective owners.

Business model intact

14

Business remains well positioned for growth:

•Win rate healthy, and increasing

•Student adoption rate of OneAccounts at historical rates

•Avg refund size and spending patterns of students receiving
disbursements remain relatively consistent

•Economics per student receiving a disbursement remain consistent

•Enrollment impacts believed to be short-term, while long-term projections
point to gradual enrollment growth

oMore high school grads will ultimately go to college, and the avg
student will stay in college longer

•Expected growth in Q3 from backlog of signed schools that have yet to
launch

oApproximately 30% of new SSE in 2011 will launch after 3/31/12
(versus less than 10% of new SSE in 2010 launched after 3/31/11)

•Initiatives to increase deposits from other sources

®

©2012 Higher One Holdings, Inc. and Higher One, Inc.  Higher One and the Higher One logo are registered trademarks of Higher One, Inc. 
MasterCard is a registered trademark of MasterCard International Incorporated.  All other trademarks are owned by their respective owners.

Initiatives to accelerate growth in 2H’12

New account types - Flex and Premier

•Incentive for direct deposit, and more transactions

•Strong usage patterns during soft launch indicate improved revenue
opportunity and customer value

•Broad launch in process

Continued focus on sales momentum

•Clients signed by June generally launch for Fall semester

Focus on revenue generating CASHNet modules

•Opportunity to grow Payment transaction revenue through wider
adoption of existing and new services

15

Track record of strong financial performance

Revenue

(in $ millions)

Adj. EBITDA

(in $ millions)

Adj. EPS

(in $)

*2011 Revenue excludes $4.7 million impact from customer credit plan

16

*

53% CAGR

56% CAGR

49% CAGR

®

©2012 Higher One Holdings, Inc. and Higher One, Inc.  Higher One and the Higher One logo are registered trademarks of Higher One, Inc. 
MasterCard is a registered trademark of MasterCard International Incorporated.  All other trademarks are owned by their respective owners.

Appendix

17

®

©2012 Higher One Holdings, Inc. and Higher One, Inc.  Higher One and the Higher One logo are registered trademarks of Higher One, Inc. 
MasterCard is a registered trademark of MasterCard International Incorporated.  All other trademarks are owned by their respective owners.

Calculation of Adjusted EBITDA

18

®

©2012 Higher One Holdings, Inc. and Higher One, Inc.  Higher One and the Higher One logo are registered trademarks of Higher One, Inc. 
MasterCard is a registered trademark of MasterCard International Incorporated.  All other trademarks are owned by their respective owners.

Calculation of Adjusted Diluted EPS

19