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8-K - 8-K - HEARTLAND PAYMENT SYSTEMS INChpy8kearnings2014.htm


Exhibit 99.1
Heartland Payment Systems 90 Nassau Street
Princeton, NJ 08542 888.798.3131
HeartlandPaymentSystems.com


HEARTLAND PAYMENT SYSTEMS REPORTS THIRD QUARTER ADJUSTED EARNINGS OF $0.68 PER SHARE

Both Card and Non-Card Business Growth Accelerates in Quarter

Princeton, NJ -October 31, 2014 - Heartland Payment Systems (NYSE: HPY), the nation's fifth largest payments processor and a leading provider of merchant business solutions, today announced Adjusted Net Income and Adjusted Earnings per Share of $24.8 million and $0.68, respectively, for the quarter ended September 30, 2014, compared to Adjusted Net Income and Adjusted Earnings per Share of $25.1 million and $0.66, respectively, for the quarter ended September 30, 2013. GAAP net income for the quarter ended September 30, 2014 was $20.5 million, or $0.56 per share, compared with $22.0 million, or $0.58 per share, respectively, for the quarter ended September 30, 2013. Adjusted Net Income and Adjusted Earnings per Share are non-GAAP measures that are detailed later in this press release in the section “Reconciliation of Non-GAAP Financial Measures.”

Highlights for the third quarter of 2014 include:

The eighth consecutive quarter of new margin installed growth, up 15.7% from a year ago to a record $21.4 million

Record Small and Mid-Sized Enterprise (SME) core Visa/Mastercard/Discover quarterly transaction processing volume of $20.4 billion, up 7.1% from the third quarter of 2013

Total Small and Mid-Sized Enterprise (SME) quarterly transaction processing volume, including American Express, of $21.6 billion, up 10.7% from the third quarter of 2013

Record Quarterly Net Revenue of $169.4 million, up 10.5% from the third quarter of 2013

Operating Margin on Net Revenue of 18.0% compared to 22.8% for the same quarter in 2013. Excluding the impact of Leaf discussed below, the operating margin was 19.6% in this year’s third quarter

Same store sales rose 1.8% and volume attrition was 12.6% in this year’s third quarter

Robert O. Carr, Chairman and CEO, said, “Growth accelerated in the third quarter due in part to the momentum created by the strong increase in new business achieved over the past few quarters. New margin installed was another record this quarter, which not only contributed to the strong performance in the period, but will also help

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drive further top line acceleration in the future. We achieved record net revenue this quarter, which was built on solid transaction processing volume and strong non-card revenue growth. Non-card revenue growth was primarily organic, but was also aided by the acquisition of TouchNet, which closed in the quarter and is being quickly integrated. Furthermore, during the third quarter, we strengthened our sales organization through the net addition of 68 relationship managers, helping us move towards our goal for the year, and establishing a broader foundation to support continued growth. Through complementary acquisitions and internal new product development, we are positioning Heartland to capitalize on the growth opportunities being created by the big trends in our industry - security, mobility, and integrated solutions - and to create value for our shareholders."

The growth in Visa/Mastercard/Discover SME card processing volume accelerated to 7.1% for the three months ended September 30, 2014, from the comparable 5.4% and 3.5% growth in the second quarter and first quarter of the year, respectively. Drivers of growth were once again record new margin installed, improved customer retention and stable same store sales growth. Adding to overall card processing growth, American Express processing volume was up significantly in the quarter due to the conversion of certain Heartland merchants to OptBlue. Revenue growth also accelerated across virtually all businesses in the quarter, aided in part by acquisitions. Operating margins in the quarter reflected one-time expenses associated with recent acquisitions, expenses associated with the conversion to OptBlue, and Leaf’s operating loss. We expect margins to rebound during the fourth quarter aided by the conversion to OptBlue. Also in the third quarter, we acquired all Leaf shares held by noncontrolling interests, resulting in 100% ownership, which enabled Heartland to tax-effect Leaf’s losses from the date the noncontrolling interests were acquired. We also reported a one-time gain of $3.6 million related to the settlement of an existing earnout obligation provided to the noncontrolling shareholders in the original partial acquisition. Combined, for the third quarter, Leaf’s operating and non-operating impact on earnings was a favorable $0.05 per share.

Mr. Carr continued, “We have an agreement to acquire Xpient Solutions and expect to close today. Xpient represents further development of our Point-of-Sale strategy. With the acquisition, we will become a leading POS company to customers including Taco Bell, Jack-in-the-Box, and Panera, among others. Xpient, Leaf and Heartland Secure provide a powerful POS solution platform that directly addresses security issues, while offering merchants robust features and functionality. POS is just another example of our strategy to expand horizontally into adjacent and complementary markets that leverage our core capabilities and offer outstanding growth opportunities. This strategy not only augments our growth rate, but also offers the opportunity to achieve synergies and competitive advantages that are unmatched in our industry."

NINE MONTH RESULTS:
Adjusted Net Income per share for the first nine months of fiscal 2014 was $65.2 million or $1.76 per share, compared to $67.7 million or $1.77 per share, respectively, in the first nine months of fiscal 2013. Net revenue for the first nine months of 2014 was $484.3 million, up 7.7% compared to $449.8 million for the first nine months of 2013. For the first nine months of 2014, GAAP net income was $53.6 million, or $1.44 per share, compared to GAAP net income from continuing operations of $57.3 million or $1.50 per share for the first nine months of 2013. Year-to-date 2014, share-based compensation and acquisition-related amortization expense have reduced net income by $11.6 million, or $0.32 per share, compared to $10.4 million, or $0.27 per share, in the first nine months

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of 2013.

FULL YEAR 2014 GUIDANCE:
For full year 2014, we expect Net Revenue to grow 11% to 12% to between approximately $665 million and $670 million, and Adjusted EPS to be in the range of $2.33 - $2.37. Guidance assumes that after-tax share-based compensation and acquisition-related amortization expenses will reduce earnings per share by $0.46 for the year and an effective tax rate above 39%. Guidance for the year reflects a reduction of $0.19 per share for Leaf’s operating losses, excluding the positive impact related to the one-time gain described above. Finally, the guidance includes the contribution from the acquisition of TouchNet in 2014, which, net of associated transaction costs, is expected to be slightly accretive on an adjusted basis.

BOARD DECLARES QUARTERLY DIVIDEND
The Company also announced that on October 28, 2014, the Board of Directors declared a quarterly dividend of $0.085 per common share payable December 15, 2014 to shareholders of record on November 24, 2014.

CONFERENCE CALL:
Heartland Payment Systems, Inc. will host a conference call on October 31, 2014 at 8:30 a.m. Eastern Time to discuss financial results and business highlights. Heartland Payment Systems invites all interested parties to listen to its conference call, broadcast through a webcast on the Company's website. To access the call, please visit the Investor Relations portion of the Company's website at: www.heartlandpaymentsystems.com. The conference call may be accessed by calling (888)-317-6003. Please provide the operator with PIN number 2206990. The webcast will be archived on the Company's website within two hours of the live call.


About Heartland Payment Systems
Heartland Payment Systems, Inc. (NYSE: HPY), the fifth largest payments processor in the United States, delivers credit/debit/prepaid card processing, mobile commerce, e-commerce, marketing solutions, security technology, payroll solutions, and related business solutions and services to more than 275,000 business and educational locations nationwide. A FORTUNE 1000 company, Heartland is the founding supporter of The Merchant Bill of Rights, a public advocacy initiative that educates merchants about fair credit and debit card processing practices. More detailed information can be found at HeartlandPaymentSystems.com or follow the company on Twitter @HeartlandHPY and Facebook at facebook.com/HeartlandHPY.

Forward-looking Statements

This press release contains statements of a forward-looking nature which represent our management's beliefs and assumptions concerning future events. Forward-looking statements involve risks, uncertainties and assumptions and are based on information currently available to us. Actual results may differ materially from those expressed in the forward-looking statements due to many factors, including risks and additional factors that are described in the Company's Securities and Exchange Commission filings, including but not limited to the Company's annual report

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on Form 10-K for the year ended December 31, 2013. We undertake no obligation to update any forward-looking statements to reflect events or circumstances that may arise after the date of this release.

Contact

Joe Hassett
Gregory FCA Communications
27 West Athens Ave.
Ardmore, PA 19003
Tel: 610-228-2110
Email: Heartland_ir@gregoryfca.com

TABLES FOLLOW





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Heartland Payment Systems, Inc. and Subsidiaries
Condensed Consolidated Statements of Income
(In thousands, except per share data)
(unaudited)
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2014
 
2013
 
2014
 
2013
Total revenues
$
600,626

 
$
557,129

 
$
1,706,768

 
$
1,604,992

Costs of services:
 
 
 
 
 
 
 
Interchange
373,372

 
350,734

 
1,059,241

 
1,003,039

Dues, assessments and fees
57,864

 
53,165

 
163,218

 
152,146

Processing and servicing
69,328

 
60,195

 
204,985

 
177,968

Customer acquisition costs
12,289

 
10,838

 
34,907

 
31,554

Depreciation and amortization
7,981

 
5,454

 
20,472

 
14,066

Total costs of services
520,834

 
480,386

 
1,482,823

 
1,378,773

General and administrative
49,381

 
41,871

 
137,241

 
131,242

Total expenses
570,215

 
522,257

 
1,620,064

 
1,510,015

Income from operations
30,411

 
34,872

 
86,704

 
94,977

Other income (expense):
 
 
 
 
 
 
 
Interest income
33

 
29

 
95

 
95

Interest expense
(2,142
)
 
(1,243
)
 
(4,450
)
 
(3,746
)
Other, net
3,581

 
90

 
3,869

 
(70
)
Total other income (expense)
1,472

 
(1,124
)
 
(486
)
 
(3,721
)
Income from continuing operations before income taxes
31,883

 
33,748

 
86,218

 
91,256

Provision for income taxes
11,727

 
11,857

 
34,579

 
34,039

Net income from continuing operations
20,156

 
21,891

 
51,639

 
57,217

Income from discontinued operations, net of income tax of $—,
$—, $— and $2,135

 

 

 
3,970

Net income
20,156

 
21,891

 
51,639

 
61,187

Less: Net (loss) income attributable to noncontrolling interests
 
 
 
 
 
 
 
      Continuing operations
(302
)
 
(90
)
 
(2,011
)
 
(90
)
      Discontinued operations

 

 

 
56

Net income attributable to Heartland
$
20,458

 
$
21,981

 
$
53,650

 
$
61,221

 
 
 
 
 
 
 
 
Amounts attributable to Heartland:
 
 
 
 
 
 
 
Net income from continuing operations
20,458

 
21,981

 
53,650

 
57,307

Income from discontinued operations, net of income tax
and noncontrolling interests

 

 

 
3,914

Net income attributable to Heartland
20,458

 
21,981

 
53,650

 
61,221

 
 
 
 
 
 
 
 
Basic earnings per share:
 
 
 
 
 
 
 
      Income from continuing operations
$
0.57

 
$
0.60

 
$
1.47

 
$
1.56

      Income from discontinued operations

 

 

 
0.11

      Basic earnings per share
$
0.57

 
$
0.60

 
$
1.47

 
$
1.67

 
 
 
 
 
 
 
 
Diluted earnings per share:
 
 
 
 
 
 
 
      Income from continuing operations
$
0.56

 
$
0.58

 
$
1.44

 
$
1.50

      Income from discontinued operations

 

 

 
0.10

      Diluted earnings per share
$
0.56

 
$
0.58

 
$
1.44

 
$
1.60

 
 
 
 
 
 
 
 
Weighted average number of common shares outstanding:
 
 
 
 
 
 
 
Basic
36,069

 
36,857

 
36,388

 
36,752

Diluted
36,850

 
38,020

 
37,249

 
38,079


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Heartland Payment Systems, Inc. and Subsidiaries
Condensed Consolidated Statements of Comprehensive Income
(In thousands)
(unaudited)

 
Three Months Ended
September 30,
 
Nine Months Ended
September 30
 
2014
 
2013
 
2014
 
2013
 
 
 
 
 
 
 
 
Net income
$
20,156

 
$
21,891

 
$
51,639

 
$
61,187

Other comprehensive (loss) income:
 
 
 
 
 
 
 
Reclassification of gains on investments, net of income tax of
$5, $—, $108 and $—
(6
)
 

 
(170
)
 

Unrealized (losses) gains on investments, net of income
tax of $5, $—, $5 and $4
(8
)
 

 
6

 
4

Unrealized gains on derivative financial instruments, net of income tax
of $28, $25, $83 and $121
45

 
152

 
140

 
315

Foreign currency translation adjustment

 

 

 
(54
)
Comprehensive income
20,187

 
22,043

 
51,615

 
61,452

Less: Comprehensive loss attributable to noncontrolling interests
(302
)
 
(90
)
 
(2,011
)
 
(50
)
Comprehensive income attributable to Heartland
$
20,489

 
$
22,133

 
$
53,626

 
$
61,502


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Heartland Payment Systems, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(In thousands, except share data)
(unaudited)
 
September 30,
2014
 
December 31,
2013
Assets
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
94,577

 
$
71,932

Funds held for customers
122,311

 
127,375

Receivables, net
220,936

 
200,040

Investments
4,110

 
4,101

Inventory
11,445

 
11,087

Prepaid expenses
19,451

 
15,284

Current tax assets
5,139

 
10,426

Current deferred tax assets, net
7,725

 
9,548

Total current assets
485,694

 
449,793

Capitalized customer acquisition costs, net
68,967

 
61,027

Property and equipment, net
162,707

 
147,388

Goodwill
424,270

 
190,978

Intangible assets, net
193,790

 
49,857

Deposits and other assets, net
1,336

 
1,262

Total assets
$
1,336,764

 
$
900,305

 
 
 
 
Liabilities and Equity
 
 
 
Current liabilities:
 
 
 
Due to sponsor banks
$
41,183

 
$
19,109

Accounts payable
60,729

 
70,814

Customer fund deposits
122,311

 
127,375

Processing liabilities
104,856

 
130,871

Current portion of accrued buyout liability
14,457

 
13,943

Current portion of borrowings
18,750

 

Current portion of unearned revenue
40,551

 
18,172

Accrued expenses and other liabilities
25,928

 
31,689

Total current liabilities
428,765

 
411,973

Deferred tax liabilities, net
45,039

 
40,600

Reserve for unrecognized tax benefits
6,769

 
5,633

Long-term borrowings
553,750

 
150,000

Long-term portion of accrued buyout liability
30,500

 
25,436

Long-term portion of unearned revenue
2,104

 

Total liabilities
1,066,927

 
633,642

Commitments and contingencies

 

 
 
 
 
Equity
 
 
 
Common stock, $0.001 par value, 100,000,000 shares authorized, 36,179,147 and 37,485,486 shares issued at September 30, 2014 and December 31, 2013; 36,179,147 and 36,950,886 outstanding at September 30, 2014 and December 31, 2013
36

 
37

Additional paid-in capital
252,127

 
245,055

Accumulated other comprehensive loss
(112
)
 
(88
)
Retained earnings
17,786

 
35,960

Treasury stock, at cost (534,600 shares at December 31, 2013)

 
(20,489
)
Total stockholders’ equity
269,837

 
260,475

Noncontrolling interests

 
6,188

Total equity
269,837

 
266,663

Total liabilities and equity
$
1,336,764

 
$
900,305

        

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Heartland Payment Systems, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(In thousands)
(unaudited)
 
Nine Months Ended
September 30
 
2014
 
2013
Cash flows from operating activities
 
 
 
Net income
$
51,639

 
$
61,187

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Amortization of capitalized customer acquisition costs
38,056

 
33,936

Other depreciation and amortization
33,516

 
26,070

Addition to loss reserves
3,000

 
2,510

Provision (recoveries) for doubtful receivables
3,010

 
(1
)
Deferred taxes
8,361

 
5,632

Share-based compensation
10,936

 
9,763

Gain on sale of assets
(258
)
 
(3,786
)
Write off of fixed assets and other
(3,057
)
 
386

Changes in operating assets and liabilities:
 
 
 
Increase in receivables
(11,339
)
 
(15,135
)
Increase in inventory
(287
)
 
(524
)
Payment of signing bonuses, net
(27,647
)
 
(19,546
)
Increase in capitalized customer acquisition costs
(18,349
)
 
(15,676
)
Decrease (increase) in prepaid expenses
132

 
(2,361
)
Increase in current tax assets
(2,957
)
 
(1,515
)
Increase in deposits and other assets
(103
)
 
(296
)
Excess tax benefits on employee share-based compensation
(5,670
)
 
(8,382
)
Increase in reserve for unrecognized tax benefits
1,136

 
1,198

Increase in due to sponsor banks
22,074

 
5,048

Decrease in accounts payable
(12,509
)
 
(1,830
)
(Decrease) increase in unearned revenue
(2,414
)
 
3,820

Decrease in accrued expenses and other liabilities
(12,304
)
 
(4,856
)
(Decrease) increase in processing liabilities
(29,016
)
 
10,310

Payouts of accrued buyout liability
(9,621
)
 
(11,842
)
Increase in accrued buyout liability
15,199

 
13,294

Net cash provided by operating activities
51,528

 
87,404

Cash flows from investing activities
 
 
 
Purchase of investments
(31,017
)
 
(5,241
)
Sales of investments
17,215

 

Maturities of investments

 
1,430

Decrease in funds held for customers
18,849

 
19,519

Decrease in customer fund deposits
(5,064
)
 
(19,510
)
Proceeds from sale of business

 
19,343

Acquisitions of businesses, net of cash acquired
(355,066
)
 
(15,182
)
Capital expenditures
(39,140
)
 
(36,929
)
Net cash used in investing activities
(394,223
)
 
(36,570
)
Cash flows from financing activities
 
 
 
Proceeds from borrowings, net
436,392

 
9,000

Principal payments on borrowings
(17,500
)
 
(15,000
)
Proceeds from exercise of stock options
4,482

 
10,725

Excess tax benefits on employee share-based compensation
5,670

 
8,382

Repurchases of common stock
(54,455
)
 
(39,632
)
Dividends paid on common stock
(9,249
)
 
(7,735
)
Net cash provided by (used in) financing activities
365,340

 
(34,260
)
 
 
 
 
Net increase in cash
22,645

 
16,574

Effect of exchange rates on cash

 
1

Cash at beginning of year
71,932

 
50,581

Cash at end of period
$
94,577

 
$
67,156


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Reconciliation of Non-GAAP Financial Measures And Regulation G Disclosure
To supplement its consolidated financial statements presented in accordance with accounting principles generally accepted in the United States (“GAAP”), the Company provides additional measures of its operating results on a continuing operations basis, namely income from operations, operating margin, net income and earnings per share, which exclude acquisition-related amortization expense and share-based compensation expense. These measures meet the definition of a non-GAAP financial measure. The Company believes that application of these non-GAAP financial measures is appropriate to enhance understanding of its historical performance as well as prospects for its future performance.

This press release contains non-GAAP financial measures within the meaning of Regulation G promulgated by the Securities and Exchange Commission. Pursuant to Regulation G, a reconciliation of these non-GAAP financial measures with the comparable financial measures calculated in accordance with GAAP for the three and nine months ended September 30, 2014 and 2013 follows (in thousands except per share data):

Three Months Ended September 30, 2014
GAAP
 
Acquisition-
related
Amortization
 
Share-based
Compensation
 
Adjusted
Non-GAAP
Income from Operations
$
30,411

 
$
3,501

 
$
3,394

 
$
37,306

Operating Margin (a)
18.0
%
 
 
 
 
 
22.0
%
Net Income From Continuing Operations Attributable to Heartland
$
20,458

 
$
2,213

 
$
2,146

 
$
24,817

Diluted Earnings Per Share From Continuing Operations
$
0.56

 
$
0.06

 
$
0.06

 
$
0.68

Diluted Shares Used in Computing Earnings Per Share
      From Continuing Operations
36,850

 
 
 
 
 
36,850

Three Months Ended September 30, 2013
GAAP
 
Acquisition-
related
Amortization
 
Share-based
Compensation
 
Adjusted
Non-GAAP
Income from Operations
$
34,872

 
$
2,242

 
$
2,625

 
$
39,739

Operating Margin (a)
22.8
%
 
 
 
 
 
25.9
%
Net Income From Continuing Operations Attributable to Heartland
$
21,981

 
$
1,454

 
$
1,703

 
$
25,138

Diluted Earnings Per Share From Continuing Operations
$
0.58

 
$
0.04

 
$
0.04

 
$
0.66

Diluted Shares Used in Computing Earnings Per Share
      From Continuing Operations
38,020

 
 
 
 
 
38,020

Nine Months Ended September 30, 2014
GAAP
 
Acquisition-
related
Amortization
 
Share-based
Compensation
 
Adjusted
Non-GAAP
Income from Operations
$
86,704

 
$
8,411

 
$
10,936

 
$
106,051

Operating Margin (a)
17.9
%
 
 
 
 
 
21.9
%
Net Income From Continuing Operations Attributable to Heartland
$
53,650

 
$
5,038

 
$
6,550

 
$
65,238

Diluted Earnings Per Share From Continuing Operations
$
1.44

 
$
0.14

 
$
0.18

 
$
1.76

Diluted Shares Used in Computing Earnings Per Share
      From Continuing Operations
37,249

 
 
 
 
 
37,249

Nine Months Ended September 30, 2013
GAAP
 
Acquisition-
related
Amortization
 
Share-based
Compensation
 
Adjusted
Non-GAAP
Income from Operations
$
94,977

 
$
6,773

 
$
9,763

 
$
111,513

Operating Margin (a)
21.1
%
 
 
 
 
 
24.8
%
Net Income From Continuing Operations Attributable to Heartland
$
57,307

 
$
4,237

 
$
6,087

 
$
67,631

Diluted Earnings Per Share From Continuing Operations
$
1.50

 
$
0.11

 
$
0.16

 
$
1.77

Diluted Shares Used in Computing Earnings Per Share
      From Continuing Operations
38,079

 
 
 
 
 
38,079

 
 
 
 
 
 
 
 
(a) Operating Margin is measured as Income from Operations divided by Net Revenue. Net Revenue is defined as total revenues less
      interchange fees and dues, assessments and fees.


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