Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | May 02, 2017 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | GLOBAL PAYMENTS INC | |
Entity Central Index Key | 1,123,360 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding (in shares) | 152,484,189 |
UNAUDITED CONSOLIDATED STATEMEN
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Statement [Abstract] | ||
Revenues | $ 919,762 | $ 626,259 |
Operating expenses: | ||
Cost of service | 455,936 | 248,187 |
Selling, general and administrative | 358,856 | 283,499 |
Total costs and expenses | 814,792 | 531,686 |
Operating income | 104,970 | 94,573 |
Other income (expense): | ||
Interest and other income | 1,607 | 1,282 |
Interest and other expense | (41,297) | (13,075) |
Total nonoperating income (expense) | (39,690) | (11,793) |
Income before income taxes | 65,280 | 82,780 |
Provision for income taxes | (12,321) | (19,333) |
Net income | 52,959 | 63,447 |
Less: Net income attributable to noncontrolling interests, net of income tax | (4,146) | (3,536) |
Net income attributable to Global Payments | $ 48,813 | $ 59,911 |
Earnings per share attributable to Global Payments: | ||
Basic earnings per share (in USD per share) | $ 0.32 | $ 0.46 |
Diluted earnings per share (in USD per share) | $ 0.32 | $ 0.46 |
UNAUDITED CONSOLIDATED STATEME3
UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Statement of Comprehensive Income [Abstract] | ||
Net income | $ 52,959 | $ 63,447 |
Other comprehensive income: | ||
Foreign currency translation adjustments | 34,336 | 44,220 |
Income tax provision related to foreign currency translation adjustments | 0 | (3,250) |
Unrealized gains (losses) on hedging activities | 827 | (10,818) |
Reclassification of unrealized losses on hedging activities to net income | 1,596 | 1,955 |
Income tax (provision) benefit related to hedging activities | (910) | 3,306 |
Other | (217) | 0 |
Other comprehensive income, net of tax | 35,632 | 35,413 |
Comprehensive income | 88,591 | 98,860 |
Less: comprehensive income attributable to noncontrolling interests | (4,867) | (10,463) |
Comprehensive income attributable to Global Payments | $ 83,724 | $ 88,397 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 1,261,845 | $ 1,162,779 |
Accounts receivable, net of allowances for doubtful accounts of $1,280 and $1,092 respectively | 264,042 | 275,032 |
Claims receivable, net of allowances for doubtful accounts of $5,740 and $5,786, respectively | 7,961 | 8,202 |
Settlement processing assets | 751,509 | 1,546,854 |
Prepaid expenses and other current assets | 113,823 | 123,139 |
Total current assets | 2,399,180 | 3,116,006 |
Goodwill | 4,859,387 | 4,807,594 |
Other intangible assets, net | 1,997,420 | 2,085,292 |
Property and equipment, net | 551,951 | 526,370 |
Deferred income taxes | 15,838 | 15,789 |
Other | 135,940 | 113,299 |
Total assets | 9,959,716 | 10,664,350 |
Current liabilities: | ||
Settlement lines of credit | 276,403 | 392,072 |
Current portion of long-term debt | 179,004 | 177,785 |
Accounts payable and accrued liabilities | 824,319 | 804,887 |
Settlement processing obligations | 813,136 | 1,477,212 |
Total current liabilities | 2,092,862 | 2,851,956 |
Long-term debt | 4,221,258 | 4,260,827 |
Deferred income taxes | 636,908 | 676,472 |
Other noncurrent liabilities | 132,397 | 95,753 |
Total liabilities | 7,083,425 | 7,885,008 |
Commitments and contingencies | ||
Equity: | ||
Preferred stock, no par value; 5,000,000 shares authorized and none issued | 0 | 0 |
Common stock, no par value; 200,000,000 shares authorized; 152,502,543 issued and outstanding at March 31, 2017 and 152,185,616 issued and outstanding at December 31, 2016 | 0 | 0 |
Paid-in capital | 1,826,166 | 1,816,278 |
Retained earnings | 1,192,519 | 1,137,230 |
Accumulated other comprehensive loss | (287,806) | (322,717) |
Total Global Payments shareholders’ equity | 2,730,879 | 2,630,791 |
Noncontrolling interests | 145,412 | 148,551 |
Total equity | 2,876,291 | 2,779,342 |
Total liabilities and equity | $ 9,959,716 | $ 10,664,350 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowances for doubtful accounts | $ 1,280 | $ 1,092 |
Allowance for doubtful other receivables, current | $ 5,740 | $ 5,786 |
Preferred stock, par value (in USD per share) | $ 0 | $ 0 |
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Common stock, par value (in USD per share) | $ 0 | $ 0 |
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 |
Common stock, shares issued (in shares) | 152,502,543 | 152,185,616 |
Common stock, shares outstanding (in shares) | 152,502,543 | 152,185,616 |
UNAUDITED CONSOLIDATED STATEME6
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash flows from operating activities: | ||
Net income | $ 52,959 | $ 63,447 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization of property and equipment | 24,984 | 18,767 |
Amortization of acquired intangibles | 84,049 | 20,545 |
Share-based compensation expense | 8,816 | 7,047 |
Provision for operating losses and bad debts | 13,482 | 6,553 |
Amortization of capitalized customer acquisition costs | 8,948 | 0 |
Deferred income taxes | (19,391) | (2,328) |
Other, net | 4,692 | 2,598 |
Changes in operating assets and liabilities, net of the effects of acquisitions: | ||
Accounts receivable | 11,929 | 52,461 |
Claims receivable | (6,557) | (4,970) |
Settlement processing assets and obligations, net | 122,948 | 66,233 |
Prepaid expenses and other assets | 4,644 | (12,587) |
Capitalized customer acquisition costs | (4,559) | 0 |
Accounts payable and other liabilities | (12,979) | (9,553) |
Net cash provided by operating activities | 293,965 | 208,213 |
Cash flows from investing activities: | ||
Capital expenditures | (46,219) | (24,367) |
Other, net | (422) | (74) |
Net cash used in investing activities | (46,641) | (24,441) |
Cash flows from financing activities: | ||
Net payments on settlement lines of credit | (117,789) | (135,071) |
Proceeds from long-term debt | 149,000 | 142,000 |
Repayments of long-term debt | (189,732) | (157,000) |
Payment of debt issuance costs | (896) | (2,099) |
Repurchase of common stock | 0 | (2,901) |
Proceeds from stock issued under share-based compensation plans | 1,149 | 179 |
Common stock repurchased - share-based compensation plans | (167) | (527) |
Distributions to noncontrolling interests | (8) | (4,740) |
Dividends paid | (1,522) | (1,293) |
Net cash used in financing activities | (159,965) | (161,452) |
Effect of exchange rate changes on cash | 11,707 | 17,849 |
Increase in cash and cash equivalents | 99,066 | 40,169 |
Cash and cash equivalents, beginning of the period | 1,162,779 | 587,751 |
Cash and cash equivalents, end of the period | $ 1,261,845 | $ 627,920 |
UNAUDITED CONSOLIDATED STATEME7
UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) $ in Thousands | Total | Total Global Payments Shareholders’ Equity | Number of Shares | Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Noncontrolling Interests |
Balance, beginning balance (in shares) at Dec. 31, 2015 | 129,274,000 | ||||||
Balance, beginning balance at Dec. 31, 2015 | $ 942,210 | $ 830,034 | $ 133,345 | $ 943,879 | $ (247,190) | $ 112,176 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income | 63,447 | 59,911 | 59,911 | 3,536 | |||
Other comprehensive income, net of tax | 35,413 | 28,486 | 28,486 | 6,927 | |||
Stock issued under share-based compensation plans (in shares) | 22,000 | ||||||
Stock issued under share-based compensation plans | 179 | 179 | 179 | ||||
Common stock repurchased - share based compensation plans (in shares) | (1,000) | ||||||
Common stock repurchased - share-based compensation plans | (84) | (84) | (84) | ||||
Tax benefit from employee share-based compensation plans | 135 | 135 | 135 | ||||
Share-based compensation expense | 7,047 | 7,047 | 7,047 | ||||
Contribution of subsidiary shares to noncontrolling interest related to a business combination | (4,745) | (820) | (820) | (3,925) | |||
Distributions to noncontrolling interest | (4,740) | (4,740) | |||||
Repurchase of common stock (in shares) | (49,000) | ||||||
Repurchase of common stock | (2,901) | (2,901) | (1,307) | (1,594) | |||
Dividends paid | (1,293) | (1,293) | (1,293) | ||||
Balance, ending balance (in shares) at Mar. 31, 2016 | 129,246,000 | ||||||
Balance, ending balance at Mar. 31, 2016 | 1,034,668 | 920,694 | 138,495 | 1,000,903 | (218,704) | 113,974 | |
Balance, beginning balance (in shares) at Dec. 31, 2016 | 152,186,000 | ||||||
Balance, beginning balance at Dec. 31, 2016 | 2,779,342 | 2,630,791 | 1,816,278 | 1,137,230 | (322,717) | 148,551 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income | 52,959 | 48,813 | 48,813 | 4,146 | |||
Other comprehensive income, net of tax | 35,632 | 34,911 | 34,911 | 721 | |||
Stock issued under share-based compensation plans (in shares) | 318,000 | ||||||
Stock issued under share-based compensation plans | 1,149 | 1,149 | 1,149 | ||||
Common stock repurchased - share based compensation plans (in shares) | (1,000) | ||||||
Common stock repurchased - share-based compensation plans | (77) | (77) | (77) | ||||
Share-based compensation expense | 8,816 | 8,816 | 8,816 | ||||
Dissolution of a subsidiary | 0 | 7,998 | 7,998 | (7,998) | |||
Distributions to noncontrolling interest | (8) | (8) | |||||
Dividends paid | (1,522) | (1,522) | (1,522) | ||||
Balance, ending balance (in shares) at Mar. 31, 2017 | 152,503,000 | ||||||
Balance, ending balance at Mar. 31, 2017 | $ 2,876,291 | $ 2,730,879 | $ 1,826,166 | $ 1,192,519 | $ (287,806) | $ 145,412 |
UNAUDITED CONSOLIDATED STATEME8
UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Parenthetical) - $ / shares | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Statement of Stockholders' Equity [Abstract] | ||
Dividends per share (in USD per share) | $ 0.01 | $ 0.01 |
BASIS OF PRESENTATION AND SUMMA
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Business, consolidation and presentation — We are a leading worldwide provider of payment technology services delivering innovative solutions to our customers globally. Our technologies, partnerships and employee expertise enable us to provide a broad range of services that allow our customers to accept various payment types. We distribute our services across a variety of channels to merchants and partners in 30 countries throughout North America, Europe, the Asia-Pacific region and in Brazil and operate in three reportable segments: North America, Europe and Asia-Pacific. We were incorporated in Georgia as Global Payments Inc. in 2000 and spun-off from our former parent company in 2001 . Including our time as part of our former parent company, we have been in the payment technology services business since 1967 . Global Payments Inc. and its consolidated subsidiaries are referred to collectively as "Global Payments," the "Company," "we," "our" or "us," unless the context requires otherwise. These unaudited consolidated financial statements include our accounts and those of our majority-owned subsidiaries, and all intercompany balances and transactions have been eliminated in consolidation. These unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") for interim financial information pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC"). The consolidated balance sheet as of December 31, 2016 was derived from the audited financial statements included in our Transition Report on Form 10-K for the seven months ended December 31, 2016 but does not include all disclosures required by GAAP for annual financial statements. As a result of the change in our fiscal year end from May 31 to December 31, we presented our interim financial information for the quarter ended March 31, 2016 on the basis of the new fiscal year for comparative purposes. In the opinion of our management, all known adjustments necessary for a fair presentation of the results of the interim periods have been made. These adjustments consist of normal recurring accruals and estimates that affect the carrying amount of assets and liabilities. These financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Transition Report on Form 10-K for the seven months ended December 31, 2016 . Use of estimates — The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reported period. Actual results could differ materially from those estimates. Recently Adopted Accounting Pronouncements In March 2016, the Financial Accounting Standards Board ("FASB") issued ASU 2016-09, "Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. " The amendments in this update changed how companies account for certain aspects of share-based payments to employees. We adopted the various amendments in ASU 2016-09 in our unaudited consolidated financial statements effective January 1, 2017 with no material effect. On a prospective basis, as required, we recognize the income tax effects of the excess benefits or deduction deficiencies of share-based awards in the statement of income when the awards vest or are settled. Previously, these amounts were recorded as an adjustment to additional paid-in capital. In addition, these excess tax benefits or deduction deficiencies from share-based compensation plans, which were previously presented as a financing activity in our consolidated statement of cash flows, are now presented as an operating activity using a retrospective transition method for all periods presented. Finally, we have elected to account for forfeitures of share-based awards with service conditions as they occur. In August 2016, the FASB issued ASU 2016-15, "Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments ," which makes clarifications to how cash receipts and cash payments in certain transactions are presented and classified in the statement of cash flows. We adopted ASU 2016-15 on a retrospective basis effective January 1, 2017 with no effect on our unaudited consolidated statements of cash flows for any period presented. In January 2017, the FASB issued ASU 2017-04, "Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment ." The ASU eliminates Step 2 from the goodwill impairment test. In computing the implied fair value of goodwill under Step 2, an entity had to perform procedures to determine the fair value at the impairment testing date of its assets and liabilities (including unrecognized assets and liabilities) following the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. Instead, under the amendments in this ASU, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. We adopted ASU 2017-04 on a prospective basis effective January 1, 2017. The adoption of this standard had no effect on our unaudited consolidated financial statements. Recently Issued Pronouncements Not Yet Adopted Accounting Standard Codification ( " ASC " ) 606 - New Revenue Standard In May 2014, the FASB issued ASU 2014-09, "Revenue from Contracts with Customers (Topic 606)." The core principle of ASU 2014-09 is that an entity should recognize revenue to depict the transfer of promised goods or services in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 will replace most existing revenue recognition guidance in GAAP and permits the use of either the retrospective or modified retrospective transition method. The update requires significant additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments. ASU 2014-09, as amended by ASU 2015-14, "Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date ," is effective for years beginning after December 15, 2017, including interim periods, with early adoption permitted for years beginning after December 15, 2016. Since the issuance of ASU 2014-09, the FASB has issued additional interpretive guidance, including new accounting standards updates, that clarifies certain points of the standard and modifies certain requirements. We have performed a review of the requirements of the new revenue standard and are monitoring the activity of the FASB and the transition resource group as it relates to specific interpretive guidance. We have established a cross-functional implementation team to assess the effects of the new revenue standard in a multi-phase approach. In the first phase, we are analyzing customer contracts, applying the five-step model of the new standard to each contract category we have identified and comparing the results to our current accounting practices. The new standard could change the amount and timing of revenue and expenses to be recognized under certain arrangement types. In addition, it could also increase the administrative burden on our operations to properly account for customer contracts and provide the more expansive required disclosures. More judgment and estimates may be required within the process of applying the requirements of the new standard than are required under existing GAAP, such as identifying performance obligations in contracts, estimating the amount of variable consideration to include in transaction price, allocating transaction price to each separate performance obligation and estimating expected customer lives. We have not completed our assessment or quantified the effect, if any, the new guidance will have on our consolidated financial statements, related disclosures and/or our internal control over financial reporting. This will occur during the design and implementation phases over the remainder of the calendar year. However, our preliminary view is that we expect the amount and timing of revenue to be recognized under ASU 2014-09 for our most significant contract category, core payment services, will be similar to the amount and timing of revenue recognized under our current accounting practices. We also expect to be required to capitalize additional costs to obtain contracts with customers, and, in some cases, may be required to amortize these costs and costs that we currently capitalize (such as capitalized customer acquisition costs) over a longer time period. Finally, we expect disclosures about our revenues and related customer acquisition costs will be more extensive. We plan to adopt ASU 2014-09, as well as other clarifications and technical guidance issued by the FASB related to this new revenue standard, on January 1, 2018. We will likely apply the modified retrospective transition method, which would result in an adjustment to retained earnings for the cumulative effect, if any, of applying the standard to contracts in process as of the adoption date. Under this method, we would not restate the prior financial statements presented, therefore the new standard requires us to provide additional disclosures of the amount by which each financial statement line item is affected in the current reporting period during 2018, as compared to the guidance that was in effect before the change, and an explanation of the reasons for significant changes, if any. Other Accounting Standards Updates In January 2017, the FASB issued ASU 2017-01, "Business Combinations (Topic 805): Clarifying the Definition of a Business ." The ASU clarifies the definition of a business, which affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The new standard is intended to help companies and other organizations evaluate whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses, with the expectation that fewer will qualify as acquisitions (or disposals) of businesses. The ASU will become effective for us on January 1, 2018. Early adoption is permitted for certain transactions that occur before the effective date. We are evaluating the effect of ASU 2017-01 on our consolidated financial statements. In October 2016, the FASB issued ASU 2016-16, "Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory ." The amendments in this update state that an entity should recognize the income tax consequences of an intra-entity transfer of an asset other than inventory, such as intellectual property and property and equipment, when the transfer occurs. The amendments in this update will become effective for us on January 1, 2018. Early adoption is permitted as of the beginning of an annual reporting period for which financial statements (interim or annual) have not been issued. The amendments in this update should be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. We are evaluating the effect of ASU 2016-16 on our consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, "Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial instruments ." The amendments in this update change how companies measure and recognize credit impairment for many financial assets. The new expected credit loss model will require companies to immediately recognize an estimate of credit losses expected to occur over the remaining life of the financial assets (including trade receivables) that are in the scope of the update. The update also made amendments to the current impairment model for held-to-maturity and available-for-sale debt securities and certain guarantees. The guidance will become effective for us on January 1, 2020. Early adoption is permitted for periods beginning on or after January 1, 2019. We are evaluating the effect of ASU 2016-13 on our consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, "Leases." The amendments in this update require lessees to recognize, on the balance sheet, assets and liabilities for the rights and obligations created by leases. In addition, several new disclosures will be required. Although early adoption is permitted, we expect to adopt ASU 2016-02 when it becomes effective for us on January 1, 2019. Adoption will require a modified retrospective transition where the lessees are required to recognize and measure leases at the beginning of the earliest period presented. We have not completed our evaluation of the effect of ASU 2016-02 on our consolidated financial statements; however, we expect to recognize right of use assets and liabilities for our operating leases in the balance sheet upon adoption. In January 2016, the FASB issued ASU 2016-01, "Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities ." The amendments in this update address certain aspects of recognition, measurement, presentation and disclosure of financial instruments. The amendments in this update supersede the guidance to classify equity securities with readily determinable fair values into different categories (that is, trading or available-for-sale) and require equity securities (including other ownership interests, such as partnerships, unincorporated joint ventures and limited liability companies) to be measured at fair value with changes in the fair value recognized through earnings. Equity investments that are accounted for under the equity method of accounting or result in consolidation of an investee are not included within the scope of this update. The amendments allow equity investments that do not have readily determinable fair values to be remeasured at fair value either upon the occurrence of an observable price change or upon identification of an impairment. The amendments also require enhanced disclosures about those investments. The guidance will become effective for us on January 1, 2018. Except for specific aspects of this pronouncement, early adoption of the amendments in this update is not permitted. We are evaluating the effect of ASU 2016-01 on our consolidated financial statements. |
ACQUISITIONS
ACQUISITIONS | 3 Months Ended |
Mar. 31, 2017 | |
Business Combinations [Abstract] | |
ACQUISITIONS | ACQUISITIONS Heartland We merged with Heartland Payment Systems, Inc. ("Heartland") in a cash-and-stock transaction on April 22, 2016 for total purchase consideration of $3.9 billion . This transaction was accounted for as a business combination, which requires that we record the assets acquired and liabilities assumed at fair value as of the acquisition date. The estimated acquisition-date fair values of major classes of assets acquired and liabilities assumed previously determined as of December 31, 2016 and as subsequently revised during the three months ended March 31, 2017 for measurement-period adjustments, including a reconciliation to the total purchase consideration, are as follows: December 31, 2016 Measurement-Period Adjustments March 31, 2017 (in thousands) Cash and cash equivalents $ 304,747 $ — $ 304,747 Accounts receivable 70,385 — 70,385 Prepaid expenses and other assets 103,090 (5,131 ) 97,959 Identified intangible assets 1,639,040 — 1,639,040 Property and equipment 106,583 — 106,583 Debt (437,933 ) — (437,933 ) Accounts payable and accrued liabilities (457,763 ) (65 ) (457,828 ) Settlement processing obligations (36,578 ) (3,727 ) (40,305 ) Deferred income taxes (518,794 ) 18,907 (499,887 ) Other liabilities (64,938 ) (33,495 ) (98,433 ) Total identifiable net assets 707,839 (23,511 ) 684,328 Goodwill 3,214,981 23,511 3,238,492 Total purchase consideration $ 3,922,820 $ — $ 3,922,820 The measurement-period adjustments are the result of continued refinement of certain estimates, particularly regarding certain tax positions and deferred income taxes. |
SETTLEMENT PROCESSING ASSETS AN
SETTLEMENT PROCESSING ASSETS AND OBLIGATIONS | 3 Months Ended |
Mar. 31, 2017 | |
Offsetting [Abstract] | |
SETTLEMENT PROCESSING ASSETS AND OBLIGATIONS | SETTLEMENT PROCESSING ASSETS AND OBLIGATIONS As of March 31, 2017 and December 31, 2016 , settlement processing assets and obligations consisted of the following: March 31, 2017 December 31, 2016 (in thousands) Settlement processing assets: Interchange reimbursement $ 143,782 $ 150,612 (Liability to) receivable from members (14,266 ) 71,590 Receivable from networks 623,691 1,325,029 Exception items 5,885 6,450 Merchant reserves (7,583 ) (6,827 ) $ 751,509 $ 1,546,854 Settlement processing obligations: Interchange reimbursement $ 198,220 $ 199,202 Liability to members (154,331 ) (177,979 ) Liability to merchants (708,914 ) (1,358,271 ) Exception items 8,643 21,194 Merchant reserves (152,510 ) (158,419 ) Reserve for operating losses and sales allowances (4,244 ) (2,939 ) $ (813,136 ) $ (1,477,212 ) |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS | 3 Months Ended |
Mar. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND OTHER INTANGIBLE ASSETS | GOODWILL AND OTHER INTANGIBLE ASSETS As of March 31, 2017 and December 31, 2016 , goodwill and other intangible assets consisted of the following: March 31, 2017 December 31, 2016 (in thousands) Goodwill $ 4,859,387 $ 4,807,594 Other intangible assets: Customer-related intangible assets $ 1,854,876 $ 1,864,731 Acquired technologies 556,400 547,151 Trademarks and trade names 189,212 188,311 Contract-based intangible assets 158,403 157,882 2,758,891 2,758,075 Less accumulated amortization: Customer-related intangible assets 531,614 487,729 Acquired technologies 118,554 89,633 Trademarks and trade names 31,011 24,142 Contract-based intangible assets 80,292 71,279 761,471 672,783 $ 1,997,420 $ 2,085,292 The following table sets forth the changes in the carrying amount of goodwill for the three months ended March 31, 2017 : North America Europe Asia-Pacific Total (in thousands) Balance at December 31, 2016 $ 4,083,252 $ 455,300 $ 269,042 $ 4,807,594 Effect of foreign currency translation 676 8,279 12,297 21,252 Measurement-period adjustments 23,511 — 7,030 30,541 Balance at March 31, 2017 $ 4,107,439 $ 463,579 $ 288,369 $ 4,859,387 There was no accumulated impairment loss as of March 31, 2017 or December 31, 2016 . |
LONG-TERM DEBT AND LINES OF CRE
LONG-TERM DEBT AND LINES OF CREDIT | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT AND LINES OF CREDIT | LONG-TERM DEBT AND LINES OF CREDIT As of March 31, 2017 and December 31, 2016 , long-term debt consisted of the following: March 31, 2017 December 31, 2016 (in thousands) Corporate credit facility: Term loans (face amounts of $3,683,132 and $3,728,857 at March 31, 2017 and December 31, 2016, respectively, less unamortized debt issuance costs of $43,900 and $46,282 at March 31, 2017 and December 31, 2016, respectively) $ 3,639,232 $ 3,682,575 Revolving credit facility 761,000 756,000 Capital lease obligations 30 37 Total long-term debt 4,400,262 4,438,612 Less current portion of corporate credit facility (face amounts of $188,368 and $187,274 at March 31, 2017 and December 31, 2016, respectively, less unamortized debt issuance costs of $9,394 and $9,526 at March 31, 2017 and December 31, 2016, respectively) and current portion of capital lease obligations of $30 and $37 at March 31, 2017 and December 31, 2016, respectively 179,004 177,785 Long-term debt, excluding current portion $ 4,221,258 $ 4,260,827 Maturity requirements on long-term debt as of March 31, 2017 by year are as follows (in thousands): Years ending December 31, 2017 $ 141,579 2018 200,974 2019 214,674 2020 214,674 2021 3,158,349 2022 5,424 2023 and thereafter 508,488 Total $ 4,444,162 We are party to a credit facility agreement (as amended from time to time, the "Credit Facility Agreement"), which, as of March 31, 2017 , provided for secured financing of up to $5.0 billion , comprised of (i) a $1.8 billion term loan (the "Term A Loan"), (ii) a $1.5 billion term loan (the "Term A-2 Loan"), (iii) a $542 million term loan (the "Term B Loan") and (iv) a $1.3 billion revolving credit facility (the "Revolving Credit Facility"). Substantially all of the assets of our domestic subsidiaries are pledged as collateral under the Credit Facility Agreement. On May 2, 2017, we entered into an amendment to the Credit Facility Agreement, which, among other things, increased the total financing capacity available under the Credit Facility Agreement to $5.2 billion , as described in more detail in "Note 12 — Subsequent Event." The Credit Facility Agreement provides for an interest rate, at our election, of either London Interbank Offered Rate ("LIBOR") or a base rate, in each case plus a leverage-based margin. As of March 31, 2017 , the interest rates on the Term A Loan, the Term A-2 Loan and the Term B Loan were 3.23% , 3.20% and 3.48% , respectively. The Credit Facility Agreement allows us to issue standby letters of credit of up to $100 million in the aggregate under the Revolving Credit Facility. Outstanding letters of credit under the Revolving Credit Facility reduce the amount of borrowings available to us. Borrowings available to us under the Revolving Credit Facility are further limited by the covenants described below under "Compliance with Covenants." The total available commitments under the Revolving Credit Facility at March 31, 2017 and December 31, 2016 were $228.8 million and $446.3 million , respectively. As of March 31, 2017 , the interest rate on the Revolving Credit Facility was 3.20% . In addition, we are required to pay a quarterly commitment fee on the unused portion of the Revolving Credit Facility. The portion of debt issuance costs related to the Revolving Credit Facility are included in other noncurrent assets, and the portion of debt issuance costs related to the term loans is reported as a reduction to the carrying amount of the term loans. Debt issuance costs are amortized as an adjustment to interest expense over the terms of the respective facilities. Settlement Lines of Credit We have lines of credit with banks in various markets where we do business. The lines of credit, which are restricted for use in funding settlement, generally have variable interest rates and are subject to annual review. The settlement lines of credit are generally denominated in local currency but may, in some cases, facilitate borrowings in multiple currencies. For certain of our settlement lines of credit, the available credit is increased by the amount of cash we have on deposit in specific accounts with the lender. Accordingly, the amount of the outstanding line of credit may exceed the stated credit limit. As of March 31, 2017 and December 31, 2016 , a total of $41.0 million and $51.0 million , respectively, of cash on deposit was used to determine the available credit. As of March 31, 2017 and December 31, 2016 , respectively, we had $276.4 million and $392.1 million outstanding under these lines of credit with additional capacity of $856.5 million as of March 31, 2017 to fund settlement. The weighted-average interest rate on these borrowings was 2.40% and 1.90% at March 31, 2017 and December 31, 2016 , respectively. During the three months ended March 31, 2017 , the maximum and average outstanding balances under these lines of credit were $577.9 million and $310.4 million , respectively. Compliance with Covenants The Credit Facility Agreement contains customary affirmative and restrictive covenants, including, among others, financial covenants based on our leverage and fixed charge coverage ratios, as defined in the agreement. As of March 31, 2017 , financial covenants under the Credit Facility Agreement required a leverage ratio no greater than (i) 4.50 to 1.00 as of the end of any fiscal quarter ending during the period from March 1, 2017 through August 31, 2017; (ii) 4.25 to 1.00 as of the end of any fiscal quarter ending during the period from September 1, 2017 through February 28, 2018 and (iii) 4.00 to 1.00 as of the end of any fiscal quarter ending thereafter. As of March 31, 2017 , the fixed charge coverage ratio was required to be no less than 2.25 to 1.00 . The Credit Facility Agreement and settlement lines of credit also include various other covenants that are customary in such borrowings. The Credit Facility Agreement includes covenants, subject in each case to exceptions and qualifications, that may restrict certain payments, including in certain circumstances, the payment of cash dividends in excess of our current rate of $0.01 per share per quarter. In connection with the May 2, 2017 amendment to the Credit Facility Agreement, the required leverage ratios were updated, as described in more detail in "Note 12 — Subsequent Event." The Credit Facility Agreement also includes customary events of default, the occurrence of which, following any applicable cure period, would permit the lenders to, among other things, declare the principal, accrued interest and other obligations to be immediately due and payable. We were in compliance with all applicable covenants as of and for the three months ended March 31, 2017 . Interest Rate Swap Agreements We have interest rate swap agreements with financial institutions to hedge changes in cash flows attributable to interest rate risk on a portion of our variable-rate debt instruments. Net amounts to be received or paid under the swap agreements are reflected as adjustments to interest expense. Since we have designated the interest rate swap agreements as portfolio cash flow hedges, unrealized gains or losses resulting from adjusting the swaps to fair value are recorded as components of other comprehensive income, except for any ineffective portion of the change in fair value, which would be immediately recorded in interest expense. During the three months ended March 31, 2017 , there was no ineffectiveness. The fair values of the interest rate swaps were determined based on the present value of the estimated future net cash flows using implied rates in the applicable yield curve as of the valuation date. These derivative instruments were classified within Level 2 of the valuation hierarchy. The table below presents the fair values of our derivative financial instruments designated as cash flow hedges included in the consolidated balance sheets: Derivative Financial Instruments Balance Sheet Location Weighted-Average Fixed Rate of Interest at March 31, 2017 Range of Maturity Dates March 31, 2017 December 31, 2016 (in thousands) Interest rate swaps (Notional of $500 million at March 31, 2017, $250 million at December 31, 2016) Other assets 1.46% December 31, 2019 - July 31, 2020 $ 3,305 $ 2,147 Interest rate swaps (Notional of $800 million at March 31, 2017, $750 million at December 31, 2016) Accounts payable and accrued liabilities 1.67% February 28, 2019 - March 31, 2021 $ 1,906 $ 3,175 The table below presents the effects of our interest rate swaps on the consolidated statements of income and comprehensive income for the three months ended March 31, 2017 and 2016 : Three Months Ended March 31, 2017 March 31, 2016 (in thousands) Amount of gain (loss) recognized in other comprehensive income $ 827 $ (10,818 ) Amount reclassified out of other comprehensive income to interest expense $ 1,596 $ 1,955 As of March 31, 2017 , the amount in accumulated other comprehensive loss related to our interest rate swaps that is expected to be reclassified into interest expense during the next 12 months was approximately $4.6 million . Interest Expense Interest expense was $41.1 million and $13.5 million for the three months ended March 31, 2017 and 2016 , respectively. |
INCOME TAX
INCOME TAX | 3 Months Ended |
Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
INCOME TAX | INCOME TAX Our effective income tax rates were 18.9% and 23.4% for the three months ended March 31, 2017 and March 31, 2016 , respectively. Our effective income tax rates differ from the U.S. statutory rate primarily due to income generated in international jurisdictions with lower tax rates. We conduct business globally and file income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. In the normal course of business, we are subject to examination by taxing authorities around the world, including, without limitation, the United States and the United Kingdom. We are no longer subject to state income tax examinations for years ended on or before May 31, 2008 , U.S. federal income tax examinations for fiscal years prior to 2013 and U.K. federal income tax examinations for years ended on or before May 31, 2013 . |
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY | 3 Months Ended |
Mar. 31, 2017 | |
Stockholders' Equity Note [Abstract] | |
SHAREHOLDERS’ EQUITY | SHAREHOLDERS’ EQUITY We make repurchases of our common stock mainly through the use of open market purchases and, at times, through accelerated share repurchase programs. As of March 31, 2017 , we were authorized to repurchase up to $299.7 million of our common stock. During the three months ended March 31, 2016 , through open market repurchase plans, we repurchased and retired 48,816 shares of our common stock at a cost of $2.9 million , or an average cost of $59.37 per share, including commissions. |
SHARE-BASED AWARDS AND OPTIONS
SHARE-BASED AWARDS AND OPTIONS | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
SHARE-BASED AWARDS AND OPTIONS | SHARE-BASED AWARDS AND OPTIONS The following table summarizes share-based compensation expense and the related income tax benefit recognized for our share-based awards and stock options: Three Months Ended March 31, 2017 March 31, 2016 (in thousands) Share-based compensation expense $ 8,816 $ 7,047 Income tax benefit $ 3,065 $ 2,344 Share-Based Awards The following table summarizes the changes in unvested share-based awards for the three months ended March 31, 2017 : Shares Weighted-Average Grant-Date Fair Value (in thousands) Unvested at December 31, 2016 1,263 $49.55 Granted 441 79.47 Vested (3 ) 42.90 Forfeited (24 ) 56.74 Unvested at March 31, 2017 1,677 $57.30 The total fair value of share-based awards vested during the three months ended March 31, 2017 and March 31, 2016 was $0.1 million and $0.2 million , respectively. For these share-based awards, we recognized compensation expense of $8.0 million and $6.5 million during the three months ended March 31, 2017 and March 31, 2016 , respectively. As of March 31, 2017 , there was $ 72.2 million of unrecognized compensation expense related to unvested share-based awards that we expect to recognize over a weighted-average period of 2.38 years. Our share-based award plans provide for accelerated vesting under certain conditions. Stock Options Stock options are granted with an exercise price equal to 100% of fair market value of our common stock on the date of grant and have a term of ten years. Stock options granted before the year ended May 31, 2015 vest in equal installments on each of the first four anniversaries of the grant date. Stock options granted during the year ended May 31, 2015 and thereafter vest in equal installments on each of the first three anniversaries of the grant date. During the three months ended March 31, 2017 , we granted stock options to purchase 0.1 million shares of our common stock. There were no stock options granted during the three months ended March 31, 2016 . Our stock option plans provide for accelerated vesting under certain conditions. The following summarizes changes in unvested stock option activity for the three months ended March 31, 2017 : Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value (in thousands) (years) (in millions) Outstanding at December 31, 2016 759 $37.51 6.0 $24.5 Granted 124 79.45 Forfeited — — Exercised (52 ) 23.68 Outstanding at March 31, 2017 831 $44.65 6.6 $29.9 Options vested and exercisable at March 31, 2017 449 $29.49 4.7 $23.0 We recognized compensation expense for stock options of $0.6 million and $0.4 million during the three months ended March 31, 2017 and March 31, 2016 , respectively. The aggregate intrinsic value of stock options exercised during the three months ended March 31, 2017 and March 31, 2016 was $2.8 million and $0.3 million , respectively. As of March 31, 2017 , we had $2.5 million of unrecognized compensation expense related to unvested stock options that we expect to recognize over a weighted-average period of 2.37 years. The weighted-average grant-date fair value of each stock option granted during the three months ended March 31, 2017 was $10.28 . Fair value was estimated on the date of grant using the Black-Scholes valuation model with the following weighted-average assumptions: Three Months Ended March 31, 2017 Risk-free interest rate 1.99% Expected volatility 30% Dividend yield 0.06% Expected term (years) 5 The risk-free interest rate is based on the yield of a zero coupon U.S. Treasury security with a maturity equal to the expected life of the option from the date of the grant. Our assumption on expected volatility is based on our historical volatility. The dividend yield assumption is calculated using our average stock price over the preceding year and the annualized amount of our most current quarterly dividend per share. We based our assumptions on the expected term of the options on our analysis of the historical exercise patterns of the options and our assumption on the future exercise pattern of options. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | EARNINGS PER SHARE Basic earnings per share is computed by dividing net income attributable to Global Payments by the weighted-average number of shares outstanding during the period. Earnings available to common shareholders is the same as reported net income attributable to Global Payments for all periods presented. Diluted earnings per share is computed by dividing net income attributable to Global Payments by the weighted-average number of shares outstanding during the period, including the effect of share-based awards that would have a dilutive effect on earnings per share. All stock options with an exercise price lower than the average market share price of our common stock for the period are assumed to have a dilutive effect on earnings per share. There were less than 0.1 million stock options that would have an antidilutive effect on the computation of diluted earnings per share for the three months ended March 31, 2017 . There were no such antidilutive stock options for the three months ended March 31, 2016 . The following table sets forth the computation of diluted weighted-average number of shares outstanding for the three months ended March 31, 2017 and March 31, 2016 : Three Months Ended March 31, 2017 March 31, 2016 (in thousands) Basic weighted-average number of shares outstanding 152,304 129,268 Plus: Dilutive effect of stock options and other share-based awards 951 869 Diluted weighted-average number of shares outstanding 153,255 130,137 |
ACCUMULATED OTHER COMPREHENSIVE
ACCUMULATED OTHER COMPREHENSIVE LOSS | 3 Months Ended |
Mar. 31, 2017 | |
Accumulated Other Comprehensive Loss [Abstract] | |
ACCUMULATED OTHER COMPREHENSIVE LOSS | ACCUMULATED OTHER COMPREHENSIVE LOSS The changes in the accumulated balances for each component of other comprehensive loss, net of tax, were as follows for the three months ended March 31, 2017 and March 31, 2016 : Foreign Currency Translation Unrealized Gains (Losses) on Hedging Activities Other Accumulated Other Comprehensive Loss (in thousands) Balance at December 31, 2016 $ (318,450 ) $ (640 ) $ (3,627 ) $ (322,717 ) Other comprehensive income (loss), net of tax 33,615 1,513 (217 ) 34,911 Balance at March 31, 2017 $ (284,835 ) $ 873 $ (3,844 ) $ (287,806 ) Balance at December 31, 2015 $ (239,650 ) $ (3,732 ) $ (3,808 ) $ (247,190 ) Other comprehensive income (loss), net of tax 34,043 (5,557 ) — 28,486 Balance at March 31, 2016 $ (205,607 ) $ (9,289 ) $ (3,808 ) $ (218,704 ) |
SEGMENT INFORMATION
SEGMENT INFORMATION | 3 Months Ended |
Mar. 31, 2017 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | SEGMENT INFORMATION We evaluate performance and allocate resources based on the operating income of each operating segment. The operating income of each operating segment includes the revenues of the segment less expenses that are directly related to those revenues. Operating overhead, shared costs and certain compensation costs are included in Corporate in the following table. Interest and other income, interest and other expense and provision for income taxes are not allocated to the individual segments. We do not evaluate the performance of or allocate resources to our operating segments using asset data. The accounting policies of the reportable operating segments are the same as those described in our Transition Report on Form 10-K for the seven months ended December 31, 2016 and our summary of significant accounting policies in "Note 1 — Basis of Presentation and Summary of Significant Accounting Policies." Information on segments and reconciliations to consolidated revenues and consolidated operating income are as follows for the three months ended March 31, 2017 and March 31, 2016 : Three Months Ended March 31, 2017 March 31, 2016 (in thousands) Revenues (1) : North America $ 687,044 $ 427,860 Europe 165,549 144,119 Asia-Pacific 67,169 54,280 Consolidated revenues $ 919,762 $ 626,259 Operating income (loss) (1) : North America $ 94,083 $ 65,190 Europe 54,507 55,778 Asia-Pacific 19,754 14,559 Corporate (2) (63,374 ) (40,954 ) Consolidated operating income $ 104,970 $ 94,573 Depreciation and amortization (1) : North America $ 92,708 $ 24,927 Europe 11,576 9,621 Asia-Pacific 3,275 3,666 Corporate 1,474 1,098 Consolidated depreciation and amortization $ 109,033 $ 39,312 (1) Revenues, operating income and depreciation and amortization reflect the effect of acquired businesses from the respective dates of acquisition. Notably, on April 22, 2016, we merged with Heartland as further discussed in "Note 2 — Acquisitions." (2) During the three months ended March 31, 2017 , operating loss for Corporate included Heartland integration expenses of $26.1 million , which are included in selling, general and administrative expenses in the consolidated statements of income. |
SUBSEQUENT EVENT
SUBSEQUENT EVENT | 3 Months Ended |
Mar. 31, 2017 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENT | SUBSEQUENT EVENT On May 2, 2017 , we entered into the Fourth Amendment to the Credit Facility Agreement (the "Fourth Amendment"). The Fourth Amendment increased the total financing capacity available under the Credit Facility Agreement to $5.2 billion , consisting of (i) the $1.2 billion Revolving Credit Facility; (ii) the $1.5 billion Term A Loan; (iii) the $1.3 billion Term A-2 Loan; and (iv) a $1.2 billion term loan facility, which replaced the Term B Loan (the "Term B-2 Loan"). The aggregate outstanding debt under the Credit Facility Agreement did not change because we repaid certain outstanding amounts under the Term A Loan, the Term A-2 Loan and the Revolving Credit Facility in connection with the Fourth Amendment. As amended by the Fourth Amendment, the Credit Facility Agreement provides for an interest rate with respect to borrowings under the Term A Loan, the Term A-2 Loan and the Revolving Credit Facility of (a) in the case of Base Rate Loans (as defined in the Credit Facility Agreement), a base rate plus a margin ranging from 0.25% to 1.00% , in each case depending on our leverage ratio and (b) in the case of Eurocurrency Loans (as defined in the Credit Facility Agreement), a base rate plus a margin ranging from 1.25% to 2.00% , in each case depending on our leverage ratio. As amended by the Fourth Amendment, the Credit Facility Agreement provides for an interest rate with respect to the borrowings under the Term B-2 Loan of a base rate plus a margin of 1.00% in the case of Base Rate Loans and a base rate plus a margin of 2.00% in the case of Eurocurrency Loans. With respect to the Base Rate Loans, the base rate is the highest of (a) the Federal Funds Effective Rate (as defined in the Credit Facility Agreement) plus 0.50% , (b) the Bank of America prime rate and (c) the applicable Eurocurrency Base Rate (as defined in the Credit Facility Agreement) plus 1.00% . The Credit Facility Agreement also provides for a commitment fee with respect to borrowings under the Revolving Credit Facility at an applicable rate per annum ranging from 0.20% to 0.30% depending on our leverage ratio. Pursuant to the Fourth Amendment, the Term A Loan and the Term A-2 Loan mature, and the Revolving Credit Facility Agreement expires, on May 2, 2022 . The Term B-2 Loan matures on April 22, 2023 . The Term A Loan principal must be repaid in quarterly installments in the amount of 1.25% of principal through June 2019 , increasing to 1.875% of principal through June 2021 , and increasing to 2.50% of principal through March 2022 , with the remaining principal balance due upon maturity in May 2022 . The Term A-2 Loan principal must be repaid in quarterly installments of $1.7 million through June 2018 , increasing to quarterly installments of $8.6 million through March 2022 , with the remaining balance due upon maturity in May 2022 . The Term B-2 Loan principal must be repaid in quarterly installments in the amount of 0.25% of principal through March 2023 , with the remaining principal balance due upon maturity in April 2023 . The Credit Facility Agreement contains customary affirmative and restrictive covenants, including, among others, financial covenants based on our leverage and fixed charge coverage ratios. The Credit Facility Agreement includes customary events of default, the occurrence of which, following any applicable cure period, would permit the lenders to, among other things, declare the principal, accrued interest and other obligations to be immediately due and payable. Pursuant to the Fourth Amendment, financial covenants require a leverage ratio for the period beginning May 2, 2017 no greater than: (i) 4.75 to 1.00 as of the end of any fiscal quarter ending during the period from May 2, 2017 through June 30, 2017 ; (ii) 4.50 to 1.00 as of the end of any fiscal quarter ending during the period from July 1, 2017 through June 30, 2018 ; (iii) 4.25 to 1.00 as of the end of any fiscal quarter ending during the period from July 1, 2018 through June 30, 2019 ; and (iv) 4.00 to 1.00 as of the end of any fiscal quarter ending thereafter. The fixed charge coverage ratio is required to be no less than 2.25 to 1.00 . |
BASIS OF PRESENTATION AND SUM21
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Business, consolidation and presentation | Business, consolidation and presentation — We are a leading worldwide provider of payment technology services delivering innovative solutions to our customers globally. Our technologies, partnerships and employee expertise enable us to provide a broad range of services that allow our customers to accept various payment types. We distribute our services across a variety of channels to merchants and partners in 30 countries throughout North America, Europe, the Asia-Pacific region and in Brazil and operate in three reportable segments: North America, Europe and Asia-Pacific. We were incorporated in Georgia as Global Payments Inc. in 2000 and spun-off from our former parent company in 2001 . Including our time as part of our former parent company, we have been in the payment technology services business since 1967 . Global Payments Inc. and its consolidated subsidiaries are referred to collectively as "Global Payments," the "Company," "we," "our" or "us," unless the context requires otherwise. These unaudited consolidated financial statements include our accounts and those of our majority-owned subsidiaries, and all intercompany balances and transactions have been eliminated in consolidation. These unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") for interim financial information pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC"). The consolidated balance sheet as of December 31, 2016 was derived from the audited financial statements included in our Transition Report on Form 10-K for the seven months ended December 31, 2016 but does not include all disclosures required by GAAP for annual financial statements. As a result of the change in our fiscal year end from May 31 to December 31, we presented our interim financial information for the quarter ended March 31, 2016 on the basis of the new fiscal year for comparative purposes. In the opinion of our management, all known adjustments necessary for a fair presentation of the results of the interim periods have been made. These adjustments consist of normal recurring accruals and estimates that affect the carrying amount of assets and liabilities. These financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Transition Report on Form 10-K for the seven months ended December 31, 2016 . |
Use of estimates | Use of estimates — The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reported period. Actual results could differ materially from those estimates. |
Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Adopted Accounting Pronouncements In March 2016, the Financial Accounting Standards Board ("FASB") issued ASU 2016-09, "Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. " The amendments in this update changed how companies account for certain aspects of share-based payments to employees. We adopted the various amendments in ASU 2016-09 in our unaudited consolidated financial statements effective January 1, 2017 with no material effect. On a prospective basis, as required, we recognize the income tax effects of the excess benefits or deduction deficiencies of share-based awards in the statement of income when the awards vest or are settled. Previously, these amounts were recorded as an adjustment to additional paid-in capital. In addition, these excess tax benefits or deduction deficiencies from share-based compensation plans, which were previously presented as a financing activity in our consolidated statement of cash flows, are now presented as an operating activity using a retrospective transition method for all periods presented. Finally, we have elected to account for forfeitures of share-based awards with service conditions as they occur. In August 2016, the FASB issued ASU 2016-15, "Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments ," which makes clarifications to how cash receipts and cash payments in certain transactions are presented and classified in the statement of cash flows. We adopted ASU 2016-15 on a retrospective basis effective January 1, 2017 with no effect on our unaudited consolidated statements of cash flows for any period presented. In January 2017, the FASB issued ASU 2017-04, "Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment ." The ASU eliminates Step 2 from the goodwill impairment test. In computing the implied fair value of goodwill under Step 2, an entity had to perform procedures to determine the fair value at the impairment testing date of its assets and liabilities (including unrecognized assets and liabilities) following the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. Instead, under the amendments in this ASU, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. We adopted ASU 2017-04 on a prospective basis effective January 1, 2017. The adoption of this standard had no effect on our unaudited consolidated financial statements. Recently Issued Pronouncements Not Yet Adopted Accounting Standard Codification ( " ASC " ) 606 - New Revenue Standard In May 2014, the FASB issued ASU 2014-09, "Revenue from Contracts with Customers (Topic 606)." The core principle of ASU 2014-09 is that an entity should recognize revenue to depict the transfer of promised goods or services in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 will replace most existing revenue recognition guidance in GAAP and permits the use of either the retrospective or modified retrospective transition method. The update requires significant additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments. ASU 2014-09, as amended by ASU 2015-14, "Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date ," is effective for years beginning after December 15, 2017, including interim periods, with early adoption permitted for years beginning after December 15, 2016. Since the issuance of ASU 2014-09, the FASB has issued additional interpretive guidance, including new accounting standards updates, that clarifies certain points of the standard and modifies certain requirements. We have performed a review of the requirements of the new revenue standard and are monitoring the activity of the FASB and the transition resource group as it relates to specific interpretive guidance. We have established a cross-functional implementation team to assess the effects of the new revenue standard in a multi-phase approach. In the first phase, we are analyzing customer contracts, applying the five-step model of the new standard to each contract category we have identified and comparing the results to our current accounting practices. The new standard could change the amount and timing of revenue and expenses to be recognized under certain arrangement types. In addition, it could also increase the administrative burden on our operations to properly account for customer contracts and provide the more expansive required disclosures. More judgment and estimates may be required within the process of applying the requirements of the new standard than are required under existing GAAP, such as identifying performance obligations in contracts, estimating the amount of variable consideration to include in transaction price, allocating transaction price to each separate performance obligation and estimating expected customer lives. We have not completed our assessment or quantified the effect, if any, the new guidance will have on our consolidated financial statements, related disclosures and/or our internal control over financial reporting. This will occur during the design and implementation phases over the remainder of the calendar year. However, our preliminary view is that we expect the amount and timing of revenue to be recognized under ASU 2014-09 for our most significant contract category, core payment services, will be similar to the amount and timing of revenue recognized under our current accounting practices. We also expect to be required to capitalize additional costs to obtain contracts with customers, and, in some cases, may be required to amortize these costs and costs that we currently capitalize (such as capitalized customer acquisition costs) over a longer time period. Finally, we expect disclosures about our revenues and related customer acquisition costs will be more extensive. We plan to adopt ASU 2014-09, as well as other clarifications and technical guidance issued by the FASB related to this new revenue standard, on January 1, 2018. We will likely apply the modified retrospective transition method, which would result in an adjustment to retained earnings for the cumulative effect, if any, of applying the standard to contracts in process as of the adoption date. Under this method, we would not restate the prior financial statements presented, therefore the new standard requires us to provide additional disclosures of the amount by which each financial statement line item is affected in the current reporting period during 2018, as compared to the guidance that was in effect before the change, and an explanation of the reasons for significant changes, if any. Other Accounting Standards Updates In January 2017, the FASB issued ASU 2017-01, "Business Combinations (Topic 805): Clarifying the Definition of a Business ." The ASU clarifies the definition of a business, which affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The new standard is intended to help companies and other organizations evaluate whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses, with the expectation that fewer will qualify as acquisitions (or disposals) of businesses. The ASU will become effective for us on January 1, 2018. Early adoption is permitted for certain transactions that occur before the effective date. We are evaluating the effect of ASU 2017-01 on our consolidated financial statements. In October 2016, the FASB issued ASU 2016-16, "Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory ." The amendments in this update state that an entity should recognize the income tax consequences of an intra-entity transfer of an asset other than inventory, such as intellectual property and property and equipment, when the transfer occurs. The amendments in this update will become effective for us on January 1, 2018. Early adoption is permitted as of the beginning of an annual reporting period for which financial statements (interim or annual) have not been issued. The amendments in this update should be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. We are evaluating the effect of ASU 2016-16 on our consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, "Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial instruments ." The amendments in this update change how companies measure and recognize credit impairment for many financial assets. The new expected credit loss model will require companies to immediately recognize an estimate of credit losses expected to occur over the remaining life of the financial assets (including trade receivables) that are in the scope of the update. The update also made amendments to the current impairment model for held-to-maturity and available-for-sale debt securities and certain guarantees. The guidance will become effective for us on January 1, 2020. Early adoption is permitted for periods beginning on or after January 1, 2019. We are evaluating the effect of ASU 2016-13 on our consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, "Leases." The amendments in this update require lessees to recognize, on the balance sheet, assets and liabilities for the rights and obligations created by leases. In addition, several new disclosures will be required. Although early adoption is permitted, we expect to adopt ASU 2016-02 when it becomes effective for us on January 1, 2019. Adoption will require a modified retrospective transition where the lessees are required to recognize and measure leases at the beginning of the earliest period presented. We have not completed our evaluation of the effect of ASU 2016-02 on our consolidated financial statements; however, we expect to recognize right of use assets and liabilities for our operating leases in the balance sheet upon adoption. In January 2016, the FASB issued ASU 2016-01, "Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities ." The amendments in this update address certain aspects of recognition, measurement, presentation and disclosure of financial instruments. The amendments in this update supersede the guidance to classify equity securities with readily determinable fair values into different categories (that is, trading or available-for-sale) and require equity securities (including other ownership interests, such as partnerships, unincorporated joint ventures and limited liability companies) to be measured at fair value with changes in the fair value recognized through earnings. Equity investments that are accounted for under the equity method of accounting or result in consolidation of an investee are not included within the scope of this update. The amendments allow equity investments that do not have readily determinable fair values to be remeasured at fair value either upon the occurrence of an observable price change or upon identification of an impairment. The amendments also require enhanced disclosures about those investments. The guidance will become effective for us on January 1, 2018. Except for specific aspects of this pronouncement, early adoption of the amendments in this update is not permitted. We are evaluating the effect of ASU 2016-01 on our consolidated financial statements. |
ACQUISITIONS - (Tables)
ACQUISITIONS - (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Heartland Payment Systems, Inc | |
Business Acquisition [Line Items] | |
Schedule of recognized identified assets acquired and liabilities assumed | The estimated acquisition-date fair values of major classes of assets acquired and liabilities assumed previously determined as of December 31, 2016 and as subsequently revised during the three months ended March 31, 2017 for measurement-period adjustments, including a reconciliation to the total purchase consideration, are as follows: December 31, 2016 Measurement-Period Adjustments March 31, 2017 (in thousands) Cash and cash equivalents $ 304,747 $ — $ 304,747 Accounts receivable 70,385 — 70,385 Prepaid expenses and other assets 103,090 (5,131 ) 97,959 Identified intangible assets 1,639,040 — 1,639,040 Property and equipment 106,583 — 106,583 Debt (437,933 ) — (437,933 ) Accounts payable and accrued liabilities (457,763 ) (65 ) (457,828 ) Settlement processing obligations (36,578 ) (3,727 ) (40,305 ) Deferred income taxes (518,794 ) 18,907 (499,887 ) Other liabilities (64,938 ) (33,495 ) (98,433 ) Total identifiable net assets 707,839 (23,511 ) 684,328 Goodwill 3,214,981 23,511 3,238,492 Total purchase consideration $ 3,922,820 $ — $ 3,922,820 |
SETTLEMENT PROCESSING ASSETS 23
SETTLEMENT PROCESSING ASSETS AND OBLIGATIONS (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Offsetting [Abstract] | |
Offsetting liabilities | As of March 31, 2017 and December 31, 2016 , settlement processing assets and obligations consisted of the following: March 31, 2017 December 31, 2016 (in thousands) Settlement processing assets: Interchange reimbursement $ 143,782 $ 150,612 (Liability to) receivable from members (14,266 ) 71,590 Receivable from networks 623,691 1,325,029 Exception items 5,885 6,450 Merchant reserves (7,583 ) (6,827 ) $ 751,509 $ 1,546,854 Settlement processing obligations: Interchange reimbursement $ 198,220 $ 199,202 Liability to members (154,331 ) (177,979 ) Liability to merchants (708,914 ) (1,358,271 ) Exception items 8,643 21,194 Merchant reserves (152,510 ) (158,419 ) Reserve for operating losses and sales allowances (4,244 ) (2,939 ) $ (813,136 ) $ (1,477,212 ) |
Offsetting assets | As of March 31, 2017 and December 31, 2016 , settlement processing assets and obligations consisted of the following: March 31, 2017 December 31, 2016 (in thousands) Settlement processing assets: Interchange reimbursement $ 143,782 $ 150,612 (Liability to) receivable from members (14,266 ) 71,590 Receivable from networks 623,691 1,325,029 Exception items 5,885 6,450 Merchant reserves (7,583 ) (6,827 ) $ 751,509 $ 1,546,854 Settlement processing obligations: Interchange reimbursement $ 198,220 $ 199,202 Liability to members (154,331 ) (177,979 ) Liability to merchants (708,914 ) (1,358,271 ) Exception items 8,643 21,194 Merchant reserves (152,510 ) (158,419 ) Reserve for operating losses and sales allowances (4,244 ) (2,939 ) $ (813,136 ) $ (1,477,212 ) |
GOODWILL AND OTHER INTANGIBLE24
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of goodwill and intangible assets | As of March 31, 2017 and December 31, 2016 , goodwill and other intangible assets consisted of the following: March 31, 2017 December 31, 2016 (in thousands) Goodwill $ 4,859,387 $ 4,807,594 Other intangible assets: Customer-related intangible assets $ 1,854,876 $ 1,864,731 Acquired technologies 556,400 547,151 Trademarks and trade names 189,212 188,311 Contract-based intangible assets 158,403 157,882 2,758,891 2,758,075 Less accumulated amortization: Customer-related intangible assets 531,614 487,729 Acquired technologies 118,554 89,633 Trademarks and trade names 31,011 24,142 Contract-based intangible assets 80,292 71,279 761,471 672,783 $ 1,997,420 $ 2,085,292 |
Schedule of goodwill | The following table sets forth the changes in the carrying amount of goodwill for the three months ended March 31, 2017 : North America Europe Asia-Pacific Total (in thousands) Balance at December 31, 2016 $ 4,083,252 $ 455,300 $ 269,042 $ 4,807,594 Effect of foreign currency translation 676 8,279 12,297 21,252 Measurement-period adjustments 23,511 — 7,030 30,541 Balance at March 31, 2017 $ 4,107,439 $ 463,579 $ 288,369 $ 4,859,387 |
LONG-TERM DEBT AND LINES OF C25
LONG-TERM DEBT AND LINES OF CREDIT (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of outstanding debt | As of March 31, 2017 and December 31, 2016 , long-term debt consisted of the following: March 31, 2017 December 31, 2016 (in thousands) Corporate credit facility: Term loans (face amounts of $3,683,132 and $3,728,857 at March 31, 2017 and December 31, 2016, respectively, less unamortized debt issuance costs of $43,900 and $46,282 at March 31, 2017 and December 31, 2016, respectively) $ 3,639,232 $ 3,682,575 Revolving credit facility 761,000 756,000 Capital lease obligations 30 37 Total long-term debt 4,400,262 4,438,612 Less current portion of corporate credit facility (face amounts of $188,368 and $187,274 at March 31, 2017 and December 31, 2016, respectively, less unamortized debt issuance costs of $9,394 and $9,526 at March 31, 2017 and December 31, 2016, respectively) and current portion of capital lease obligations of $30 and $37 at March 31, 2017 and December 31, 2016, respectively 179,004 177,785 Long-term debt, excluding current portion $ 4,221,258 $ 4,260,827 |
Schedule of maturities of long-term debt | Maturity requirements on long-term debt as of March 31, 2017 by year are as follows (in thousands): Years ending December 31, 2017 $ 141,579 2018 200,974 2019 214,674 2020 214,674 2021 3,158,349 2022 5,424 2023 and thereafter 508,488 Total $ 4,444,162 |
Schedule of derivative instruments | The table below presents the fair values of our derivative financial instruments designated as cash flow hedges included in the consolidated balance sheets: Derivative Financial Instruments Balance Sheet Location Weighted-Average Fixed Rate of Interest at March 31, 2017 Range of Maturity Dates March 31, 2017 December 31, 2016 (in thousands) Interest rate swaps (Notional of $500 million at March 31, 2017, $250 million at December 31, 2016) Other assets 1.46% December 31, 2019 - July 31, 2020 $ 3,305 $ 2,147 Interest rate swaps (Notional of $800 million at March 31, 2017, $750 million at December 31, 2016) Accounts payable and accrued liabilities 1.67% February 28, 2019 - March 31, 2021 $ 1,906 $ 3,175 |
Schedule of derivative instrument effect on other comprehensive income (loss) | The table below presents the effects of our interest rate swaps on the consolidated statements of income and comprehensive income for the three months ended March 31, 2017 and 2016 : Three Months Ended March 31, 2017 March 31, 2016 (in thousands) Amount of gain (loss) recognized in other comprehensive income $ 827 $ (10,818 ) Amount reclassified out of other comprehensive income to interest expense $ 1,596 $ 1,955 |
SHARE-BASED AWARDS AND OPTIONS
SHARE-BASED AWARDS AND OPTIONS (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of compensation cost for share-based payment arrangements, allocation of share-based compensation costs by plan | The following table summarizes share-based compensation expense and the related income tax benefit recognized for our share-based awards and stock options: Three Months Ended March 31, 2017 March 31, 2016 (in thousands) Share-based compensation expense $ 8,816 $ 7,047 Income tax benefit $ 3,065 $ 2,344 |
Schedule of changes in non-vested restricted stock awards activity | The following table summarizes the changes in unvested share-based awards for the three months ended March 31, 2017 : Shares Weighted-Average Grant-Date Fair Value (in thousands) Unvested at December 31, 2016 1,263 $49.55 Granted 441 79.47 Vested (3 ) 42.90 Forfeited (24 ) 56.74 Unvested at March 31, 2017 1,677 $57.30 |
Schedule of share-based compensation, stock options, activity | The following summarizes changes in unvested stock option activity for the three months ended March 31, 2017 : Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value (in thousands) (years) (in millions) Outstanding at December 31, 2016 759 $37.51 6.0 $24.5 Granted 124 79.45 Forfeited — — Exercised (52 ) 23.68 Outstanding at March 31, 2017 831 $44.65 6.6 $29.9 Options vested and exercisable at March 31, 2017 449 $29.49 4.7 $23.0 |
Schedule of share-based payment award, stock options, valuation assumptions | Fair value was estimated on the date of grant using the Black-Scholes valuation model with the following weighted-average assumptions: Three Months Ended March 31, 2017 Risk-free interest rate 1.99% Expected volatility 30% Dividend yield 0.06% Expected term (years) 5 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of weighted average number of shares | The following table sets forth the computation of diluted weighted-average number of shares outstanding for the three months ended March 31, 2017 and March 31, 2016 : Three Months Ended March 31, 2017 March 31, 2016 (in thousands) Basic weighted-average number of shares outstanding 152,304 129,268 Plus: Dilutive effect of stock options and other share-based awards 951 869 Diluted weighted-average number of shares outstanding 153,255 130,137 |
ACCUMULATED OTHER COMPREHENSI28
ACCUMULATED OTHER COMPREHENSIVE LOSS (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Accumulated Other Comprehensive Loss [Abstract] | |
Schedule of accumulated other comprehensive loss | The changes in the accumulated balances for each component of other comprehensive loss, net of tax, were as follows for the three months ended March 31, 2017 and March 31, 2016 : Foreign Currency Translation Unrealized Gains (Losses) on Hedging Activities Other Accumulated Other Comprehensive Loss (in thousands) Balance at December 31, 2016 $ (318,450 ) $ (640 ) $ (3,627 ) $ (322,717 ) Other comprehensive income (loss), net of tax 33,615 1,513 (217 ) 34,911 Balance at March 31, 2017 $ (284,835 ) $ 873 $ (3,844 ) $ (287,806 ) Balance at December 31, 2015 $ (239,650 ) $ (3,732 ) $ (3,808 ) $ (247,190 ) Other comprehensive income (loss), net of tax 34,043 (5,557 ) — 28,486 Balance at March 31, 2016 $ (205,607 ) $ (9,289 ) $ (3,808 ) $ (218,704 ) |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Segment Reporting [Abstract] | |
Schedule of segment reporting information, by segment | Information on segments and reconciliations to consolidated revenues and consolidated operating income are as follows for the three months ended March 31, 2017 and March 31, 2016 : Three Months Ended March 31, 2017 March 31, 2016 (in thousands) Revenues (1) : North America $ 687,044 $ 427,860 Europe 165,549 144,119 Asia-Pacific 67,169 54,280 Consolidated revenues $ 919,762 $ 626,259 Operating income (loss) (1) : North America $ 94,083 $ 65,190 Europe 54,507 55,778 Asia-Pacific 19,754 14,559 Corporate (2) (63,374 ) (40,954 ) Consolidated operating income $ 104,970 $ 94,573 Depreciation and amortization (1) : North America $ 92,708 $ 24,927 Europe 11,576 9,621 Asia-Pacific 3,275 3,666 Corporate 1,474 1,098 Consolidated depreciation and amortization $ 109,033 $ 39,312 (1) Revenues, operating income and depreciation and amortization reflect the effect of acquired businesses from the respective dates of acquisition. Notably, on April 22, 2016, we merged with Heartland as further discussed in "Note 2 — Acquisitions." (2) During the three months ended March 31, 2017 , operating loss for Corporate included Heartland integration expenses of $26.1 million , which are included in selling, general and administrative expenses in the consolidated statements of income. |
BASIS OF PRESENTATION AND SUM30
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) | 3 Months Ended |
Mar. 31, 2017segmentCountry | |
Accounting Policies [Abstract] | |
Number of countries in which entity operates | Country | 30 |
Number of reportable segments | segment | 3 |
ACQUISITIONS - Narrative (Detai
ACQUISITIONS - Narrative (Details) - USD ($) $ in Thousands | Apr. 22, 2016 | Mar. 31, 2017 | Dec. 31, 2016 |
Heartland Payment Systems, Inc | |||
Business Acquisition [Line Items] | |||
Total purchase consideration | $ 3,900,000 | $ 3,922,820 | $ 3,922,820 |
ACQUISITIONS - Acquisition Date
ACQUISITIONS - Acquisition Date Fair value of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Apr. 22, 2016 | Mar. 31, 2017 | Dec. 31, 2016 |
Business Acquisition [Line Items] | |||
Goodwill | $ 4,859,387 | $ 4,807,594 | |
Heartland Payment Systems, Inc | |||
Business Acquisition [Line Items] | |||
Cash and cash equivalents | 304,747 | 304,747 | |
Accounts receivable | 70,385 | 70,385 | |
Prepaid expenses and other assets | 97,959 | 103,090 | |
Identified intangible assets | 1,639,040 | 1,639,040 | |
Property and equipment | 106,583 | 106,583 | |
Debt | (437,933) | (437,933) | |
Accounts payable and accrued liabilities | (457,828) | (457,763) | |
Settlement processing obligations | (40,305) | (36,578) | |
Deferred income taxes | (499,887) | (518,794) | |
Other liabilities | (98,433) | (64,938) | |
Total identifiable net assets | 684,328 | 707,839 | |
Goodwill | 3,238,492 | 3,214,981 | |
Total purchase consideration | $ 3,900,000 | $ 3,922,820 | $ 3,922,820 |
Measurement-Period Adjustments | |||
Cash and cash equivalents | 0 | ||
Accounts receivable | 0 | ||
Prepaid expenses and other assets | (5,131) | ||
Identified intangible assets | 0 | ||
Property and equipment | 0 | ||
Debt | 0 | ||
Accounts payable and accrued liabilities | (65) | ||
Settlement processing obligations | (3,727) | ||
Deferred income taxes | 18,907 | ||
Other liabilities | (33,495) | ||
Total identifiable net assets | (23,511) | ||
Goodwill | 23,511 | ||
Total purchase consideration | $ 0 |
SETTLEMENT PROCESSING ASSETS 33
SETTLEMENT PROCESSING ASSETS AND OBLIGATIONS (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Settlement processing assets | ||
Total | $ 751,509 | $ 1,546,854 |
Settlement processing obligations | ||
Total | (813,136) | (1,477,212) |
Merchant reserves | ||
Settlement processing assets | ||
Merchant reserves | (7,583) | (6,827) |
Settlement processing obligations | ||
Settlement liabilities, reserves | (152,510) | (158,419) |
Reserve for operating losses and sales allowances | ||
Settlement processing obligations | ||
Settlement liabilities, reserves | (4,244) | (2,939) |
Interchange reimbursement | ||
Settlement processing assets | ||
Settlement processing assets, gross | 143,782 | 150,612 |
Settlement processing obligations | ||
Settlement processing obligations, gross | 198,220 | 199,202 |
(Liability to) receivable from members | ||
Settlement processing assets | ||
Settlement processing assets, gross | (14,266) | 71,590 |
Settlement processing obligations | ||
Settlement processing obligations, gross | (154,331) | (177,979) |
Receivable from networks | ||
Settlement processing assets | ||
Settlement processing assets, gross | 623,691 | 1,325,029 |
Liability to merchants | ||
Settlement processing obligations | ||
Settlement processing obligations, gross | (708,914) | (1,358,271) |
Exception items | ||
Settlement processing assets | ||
Settlement processing assets, gross | 5,885 | 6,450 |
Settlement processing obligations | ||
Settlement processing obligations, gross | $ 8,643 | $ 21,194 |
GOODWILL AND OTHER INTANGIBLE34
GOODWILL AND OTHER INTANGIBLE ASSETS - Schedule of Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Finite-Lived Intangible Assets [Line Items] | ||
Goodwill | $ 4,859,387 | $ 4,807,594 |
Other intangible assets: | ||
Other intangible assets | 2,758,891 | 2,758,075 |
Less accumulated amortization: | ||
Less accumulated amortization | 761,471 | 672,783 |
Other intangible assets, net | 1,997,420 | 2,085,292 |
Customer-related intangible assets | ||
Other intangible assets: | ||
Other intangible assets | 1,854,876 | 1,864,731 |
Less accumulated amortization: | ||
Less accumulated amortization | 531,614 | 487,729 |
Acquired technologies | ||
Other intangible assets: | ||
Other intangible assets | 556,400 | 547,151 |
Less accumulated amortization: | ||
Less accumulated amortization | 118,554 | 89,633 |
Trademarks and trade names | ||
Other intangible assets: | ||
Other intangible assets | 189,212 | 188,311 |
Less accumulated amortization: | ||
Less accumulated amortization | 31,011 | 24,142 |
Contract-based intangible assets | ||
Other intangible assets: | ||
Other intangible assets | 158,403 | 157,882 |
Less accumulated amortization: | ||
Less accumulated amortization | $ 80,292 | $ 71,279 |
GOODWILL AND OTHER INTANGIBLE35
GOODWILL AND OTHER INTANGIBLE ASSETS - Goodwill Rollforward (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Goodwill [Roll Forward] | |
Balance at December 31, 2016 | $ 4,807,594 |
Effect of foreign currency translation | 21,252 |
Measurement-period adjustments | 30,541 |
Balance at March 31, 2017 | 4,859,387 |
North America | |
Goodwill [Roll Forward] | |
Balance at December 31, 2016 | 4,083,252 |
Effect of foreign currency translation | 676 |
Measurement-period adjustments | 23,511 |
Balance at March 31, 2017 | 4,107,439 |
Europe | |
Goodwill [Roll Forward] | |
Balance at December 31, 2016 | 455,300 |
Effect of foreign currency translation | 8,279 |
Measurement-period adjustments | 0 |
Balance at March 31, 2017 | 463,579 |
Asia-Pacific | |
Goodwill [Roll Forward] | |
Balance at December 31, 2016 | 269,042 |
Effect of foreign currency translation | 12,297 |
Measurement-period adjustments | 7,030 |
Balance at March 31, 2017 | $ 288,369 |
GOODWILL AND OTHER INTANGIBLE36
GOODWILL AND OTHER INTANGIBLE ASSETS - Narrative (Details) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Accumulated impairment loss | $ 0 | $ 0 |
LONG-TERM DEBT AND LINES OF C37
LONG-TERM DEBT AND LINES OF CREDIT - Schedule of outstanding debt (Details) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Long-term Debt | $ 4,400,262,000 | $ 4,438,612,000 |
Less current portion of corporate credit facility (face amounts of $188,368 and $187,274 at March 31, 2017 and December 31, 2016, respectively, less unamortized debt issuance costs of $9,394 and $9,526 at March 31, 2017 and December 31, 2016, respectively) and current portion of capital lease obligations of $30 and $37 at March 31, 2017 and December 31, 2016, respectively | 179,004,000 | 177,785,000 |
Long-term debt | 4,221,258,000 | 4,260,827,000 |
Debt Instrument, Face Amount | 188,368,000,000 | 187,274,000,000 |
Unamortized debt issuance expense | 9,394,000 | 9,526,000 |
Current portion of capital lease obligation | 30,000 | 37,000 |
Term loan | ||
Debt Instrument [Line Items] | ||
Long-term Debt | 3,639,232,000 | 3,682,575,000 |
Line of credit | ||
Debt Instrument [Line Items] | ||
Long-term Debt | 761,000,000 | 756,000,000 |
Capital lease obligations | ||
Debt Instrument [Line Items] | ||
Capital lease obligations | 30,000 | 37,000 |
Five Year Unsecured Term Loan Due February 2019 | Term loan | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Face Amount | 3,683,132,000 | 3,728,857,000 |
Unamortized debt issuance expense | $ 43,900,000 | $ 46,282,000 |
LONG-TERM DEBT AND LINES OF C38
LONG-TERM DEBT AND LINES OF CREDIT - Schedule of maturities of long term debt (Details) $ in Thousands | Mar. 31, 2017USD ($) |
Debt Disclosure [Abstract] | |
2,017 | $ 141,579 |
2,018 | 200,974 |
2,019 | 214,674 |
2,020 | 214,674 |
2,021 | 3,158,349 |
2,022 | 5,424 |
2023 and thereafter | 508,488 |
Total | $ 4,444,162 |
LONG-TERM DEBT AND LINES OF C39
LONG-TERM DEBT AND LINES OF CREDIT - Narrative (Details) | 3 Months Ended | 12 Months Ended | ||||||
Mar. 31, 2017USD ($)$ / sharesRate | Mar. 31, 2016USD ($) | Dec. 31, 2016USD ($) | Sep. 30, 2019 | Sep. 30, 2018 | Mar. 31, 2018 | May 02, 2017USD ($) | Oct. 31, 2016USD ($) | |
Debt Instrument [Line Items] | ||||||||
Debt instrument, face amount | $ 188,368,000,000 | $ 187,274,000,000 | ||||||
Minimum interest coverage ratio | 2.25 | |||||||
Other restrictions on payments of dividends (in USD per share) | $ / shares | $ 0.01 | |||||||
Interest expense | $ 41,100,000 | $ 13,500,000 | ||||||
Secured Debt | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, face amount | $ 5,030,000,000 | |||||||
Secured Debt | Term Loan A | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, face amount | 1,750,000,000 | |||||||
Debt Instrument, Interest Rate, Effective Percentage | Rate | 3.23% | |||||||
Secured Debt | Term Loan A-2 | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, face amount | 1,500,000,000 | |||||||
Debt Instrument, Interest Rate, Effective Percentage | Rate | 3.20% | |||||||
Secured Debt | Term Loan B | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, face amount | 542,000,000 | |||||||
Effective interest rate (as a percentage) | Rate | 3.48% | |||||||
Secured Debt | Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, face amount | $ 1,250,000,000 | |||||||
Line of credit | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | $ 577,900,000 | |||||||
Remaining borrowing capacity | 856,500,000 | |||||||
Repayments of lines of credit | 41,000,000 | 51,000,000 | ||||||
Amount outstanding under lines of credit | $ 276,400,000 | $ 392,100,000 | ||||||
Short-term debt, weighted average interest rate | 2.40% | 1.90% | ||||||
Average outstanding balance | $ 310,400,000 | |||||||
Interest rate swap | ||||||||
Debt Instrument [Line Items] | ||||||||
Accumulated other comprehensive income related to interest rate | $ 4,600,000 | |||||||
Scenario, Forecast | 2016 Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum leverage ratio | 4 | 4.25 | 4.5 | |||||
Revolving Credit Facility | Secured Debt | ||||||||
Debt Instrument [Line Items] | ||||||||
Effective interest rate (as a percentage) | Rate | 3.20% | |||||||
Letter of Credit | Line of credit | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | $ 100,000,000 | |||||||
Standby letters of credit | Line of credit | ||||||||
Debt Instrument [Line Items] | ||||||||
Remaining borrowing capacity | $ 228,800,000 | $ 446,300,000 | ||||||
Subsequent Event | Revolving Credit Facility | Term Loan A | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | $ 1,500,000,000 | |||||||
Subsequent Event | Revolving Credit Facility | Term Loan A-2 | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | 1,300,000,000 | |||||||
Subsequent Event | Revolving Credit Facility | Line of credit | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | $ 1,200,000,000 |
LONG-TERM DEBT AND LINES OF C40
LONG-TERM DEBT AND LINES OF CREDIT - Schedule of derivative instruments (Details) - Interest rate swap - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Other Assets | ||
Debt Instrument [Line Items] | ||
Weighted-Average Fixed Rate of Interest | 1.46% | |
Interest rate swaps | $ 3,305,000 | $ 2,147,000 |
Notional amount | $ 500,000,000 | 250,000,000 |
Accounts Payable and Accrued Liabilities | ||
Debt Instrument [Line Items] | ||
Weighted-Average Fixed Rate of Interest | 1.67% | |
Interest rate swaps | $ 1,906,000 | 3,175,000 |
Notional amount | $ 800,000,000 | $ 500,000,000 |
LONG-TERM DEBT AND LINES OF C41
LONG-TERM DEBT AND LINES OF CREDIT - Schedule of effect on other comprehensive income (loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Derivatives in cash flow hedging relationships: | ||
Amount of gain (loss) recognized in other comprehensive income | $ 827 | $ (10,818) |
Amount reclassified out of other comprehensive income to interest expense | $ 1,596 | $ 1,955 |
INCOME TAX - Narrative (Detail
INCOME TAX - Narrative (Details) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Effective tax rate | 18.90% | 23.40% |
SHAREHOLDERS' EQUITY (Details)
SHAREHOLDERS' EQUITY (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2017 | |
Class of Stock [Line Items] | ||
Repurchase of common stock | $ 2,901 | |
Other than accelerated share repurchase program | ||
Class of Stock [Line Items] | ||
Remaining authorized repurchase amount (up to) | $ 299,700 | |
Repurchase of common stock (in shares) | 48,816 | |
Repurchase of common stock | $ 2,900 | |
Repurchase of common stock (in USD per share) | $ 59.37 |
SHARE-BASED AWARDS AND OPTION44
SHARE-BASED AWARDS AND OPTIONS - Share-based Compensation Expense and Income Tax Benefit (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Share-based compensation expense | $ 8,816 | $ 7,047 |
Income tax benefit | $ 3,065 | $ 2,344 |
SHARE-BASED AWARDS AND OPTION45
SHARE-BASED AWARDS AND OPTIONS - Share-Based Awards (Details) - Share-Based Awards shares in Thousands | 3 Months Ended |
Mar. 31, 2017$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Beginning balance (in shares) | shares | 1,263 |
Granted (in shares) | shares | 441 |
Vested (in shares) | shares | (3) |
Forfeited (in shares) | shares | (24) |
Ending balance (in shares) | shares | 1,677 |
Weighted-Average Grant-Date Fair Value | |
Beginning balance (in USD per share) | $ / shares | $ 49.55 |
Granted (in USD per share) | $ / shares | 79.47 |
Vested (in USD per share) | $ / shares | 42.90 |
Forfeited (in USD per share) | $ / shares | 56.74 |
Ending balance (in USD per share) | $ / shares | $ 57.30 |
SHARE-BASED AWARDS AND OPTION46
SHARE-BASED AWARDS AND OPTIONS - Share-Based Awards Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ 8,816 | $ 7,047 |
Share-Based Awards | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Fair value of share-based awards vested | 100 | 200 |
Share-based compensation expense | 8,000 | $ 6,500 |
Compensation not yet recognized | $ 72,200 | |
Total unrecognized compensation cost, weighted average period | 2 years 4 months 17 days |
SHARE-BASED AWARDS AND OPTION47
SHARE-BASED AWARDS AND OPTIONS - Stock Options Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ 8,816 | $ 7,047 |
Employee stock option | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Fair market value (as a percentage) | 100.00% | |
Stock option term | 10 years | |
Granted (in shares) | 124,000 | |
Share-based compensation expense | $ 600 | 400 |
Aggregate intrinsic value of stock options exercised | 2,800 | $ 300 |
Total unrecognized compensation cost | $ 2,500 | |
Total unrecognized compensation cost, weighted average period | 2 years 4 months 13 days | |
Weighted average grant date fair value for each option granted (in USD per share) | $ 10.28 | |
Granted Before Fiscal 2015 | Employee stock option | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award vesting period | 4 years | |
Granted Before Fiscal 2015 | Employee stock option | Performance period. year one | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Percentage of award vesting rights | 25.00% | |
Granted Before Fiscal 2015 | Employee stock option | Performance period, year two | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Percentage of award vesting rights | 25.00% | |
Granted Before Fiscal 2015 | Employee stock option | Performance period, year three | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Percentage of award vesting rights | 25.00% | |
Granted Before Fiscal 2015 | Employee stock option | Performance period, year four | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Percentage of award vesting rights | 25.00% | |
Granted Fiscal 2015 | Employee stock option | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award vesting period | 3 years | |
Granted Fiscal 2015 | Employee stock option | Performance period. year one | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Percentage of award vesting rights | 33.00% | |
Granted Fiscal 2015 | Employee stock option | Performance period, year two | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Percentage of award vesting rights | 33.00% | |
Granted Fiscal 2015 | Employee stock option | Performance period, year three | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Percentage of award vesting rights | 33.00% | |
Granted Fiscal 2017 | Employee stock option | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Granted (in shares) | 100,000 | |
Granted Fiscal 2016 | Employee stock option | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Granted (in shares) | 0 |
SHARE-BASED AWARDS AND OPTION48
SHARE-BASED AWARDS AND OPTIONS - Stock Option Activity (Details) - Employee stock option - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Options | ||
Outstanding, beginning of period (in shares) | 759 | |
Granted (in shares) | 124 | |
Forfeited (in shares) | 0 | |
Exercised (in shares) | (52) | |
Outstanding, end of period (in shares) | 831 | 759 |
Options vested and exercisable (in shares) | 449 | |
Weighted-Average Exercise Price | ||
Outstanding, weighted average exercise price, beginning of period (in USD per share) | $ 37.51 | |
Granted, weighted average exercise price (in USD per share) | 79.45 | |
Forfeited, weighted average exercise price (in USD per share) | 0 | |
Exercised, weighted average exercise price (in USD per share) | 23.68 | |
Outstanding, weighted average exercise price, end of period (in USD per share) | 44.65 | $ 37.51 |
Options vested and exercisable, weighted average exercise price (in USD per share) | $ 29.49 | |
Weighted-Average Remaining Contractual Term | ||
Outstanding, weighted average remaining contractual term (in years) | 6 years 7 months 6 days | 6 years |
Options vested and exercisable, weighted average remaining contractual term (in years) | 4 years 8 months 12 days | |
Aggregate Intrinsic Value | ||
Outstanding aggregate intrinsic value | $ 0 | $ 0 |
Options vested and exercisable, aggregate intrinsic value | $ 0 |
SHARE-BASED AWARDS AND OPTION49
SHARE-BASED AWARDS AND OPTIONS - Valuation Assumptions (Details) - Employee stock option | 3 Months Ended |
Mar. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Risk-free interest rate (in percentage) | 1.99% |
Expected volatility (in percentage) | 30.00% |
Dividend yield (in percentage) | 0.06% |
Expected term (years) | 5 years |
EARNINGS PER SHARE (Details)
EARNINGS PER SHARE (Details) - shares | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Earnings Per Share [Abstract] | ||
Antidilutive securities (less than for 0.1 million) (in shares) | 100,000 | 0 |
Basic weighted-average number of shares outstanding (in shares) | 152,304,000 | 129,268,000 |
Plus: Dilutive effect of stock options and other share-based awards (in shares) | 951,000 | 869,000 |
Diluted weighted-average number of shares outstanding (in shares) | 153,255,000 | 130,137,000 |
ACCUMULATED OTHER COMPREHENSI51
ACCUMULATED OTHER COMPREHENSIVE LOSS (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | $ 2,630,791 | |
Other comprehensive income (loss) | 35,632 | $ 35,413 |
Ending balance | 2,730,879 | |
Accumulated Other Comprehensive Loss | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | (322,717) | (247,190) |
Other comprehensive income (loss) | 34,911 | 28,486 |
Ending balance | (287,806) | (218,704) |
Foreign Currency Translation | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | (318,450) | (239,650) |
Other comprehensive income (loss) | 33,615 | 34,043 |
Ending balance | (284,835) | (205,607) |
Unrealized Gains (Losses) on Hedging Activities | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | (640) | (3,732) |
Other comprehensive income (loss) | 1,513 | (5,557) |
Ending balance | 873 | (9,289) |
Defined Benefit Pension Plans | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | (3,627) | (3,808) |
Other comprehensive income (loss) | (217) | 0 |
Ending balance | $ (3,844) | $ (3,808) |
SEGMENT INFORMATION (Details)
SEGMENT INFORMATION (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Segment Reporting Information [Line Items] | ||
Revenues | $ 919,762 | $ 626,259 |
Operating income (loss) for segments | 104,970 | 94,573 |
Depreciation and amortization | 109,033 | 39,312 |
Corporate | ||
Segment Reporting Information [Line Items] | ||
Operating income (loss) for segments | (63,374) | (40,954) |
Depreciation and amortization | 1,474 | 1,098 |
North America | Operating segments | ||
Segment Reporting Information [Line Items] | ||
Revenues | 687,044 | 427,860 |
Operating income (loss) for segments | 94,083 | 65,190 |
Depreciation and amortization | 92,708 | 24,927 |
Europe | Operating segments | ||
Segment Reporting Information [Line Items] | ||
Revenues | 165,549 | 144,119 |
Operating income (loss) for segments | 54,507 | 55,778 |
Depreciation and amortization | 11,576 | 9,621 |
Asia-Pacific | Operating segments | ||
Segment Reporting Information [Line Items] | ||
Revenues | 67,169 | 54,280 |
Operating income (loss) for segments | 19,754 | 14,559 |
Depreciation and amortization | 3,275 | $ 3,666 |
Heartland Payment Systems, Inc | ||
Segment Reporting Information [Line Items] | ||
Acquisition related costs | $ 26,100 |
SUBSEQUENT EVENT - Narrative (D
SUBSEQUENT EVENT - Narrative (Details) | May 02, 2017USD ($)Rate | Jun. 30, 2018USD ($) | Jun. 30, 2019 | Jun. 30, 2021 | Mar. 31, 2022USD ($) | Mar. 31, 2023 | Jun. 30, 2020 | Jun. 30, 2017 | Mar. 31, 2017 |
Subsequent Event [Line Items] | |||||||||
Minimum interest coverage ratio | 2.25 | ||||||||
Revolving Credit Facility | Fourth Amendment | |||||||||
Subsequent Event [Line Items] | |||||||||
Minimum interest coverage ratio | 2.25 | ||||||||
Revolving Credit Facility | Subsequent Event | Fourth Amendment | |||||||||
Subsequent Event [Line Items] | |||||||||
Maximum borrowing capacity | $ | $ 5,200,000,000 | ||||||||
Revolving Credit Facility | Subsequent Event | Fourth Amendment | Minimum | |||||||||
Subsequent Event [Line Items] | |||||||||
Commitment fee percentage | 0.20% | ||||||||
Revolving Credit Facility | Subsequent Event | Fourth Amendment | Maximum | |||||||||
Subsequent Event [Line Items] | |||||||||
Commitment fee percentage | 0.30% | ||||||||
Revolving Credit Facility | Subsequent Event | Term Loan A | |||||||||
Subsequent Event [Line Items] | |||||||||
Maximum borrowing capacity | $ | $ 1,500,000,000 | ||||||||
Revolving Credit Facility | Subsequent Event | Term Loan A-2 | |||||||||
Subsequent Event [Line Items] | |||||||||
Maximum borrowing capacity | $ | 1,300,000,000 | ||||||||
Revolving Credit Facility | Subsequent Event | Term Loan | |||||||||
Subsequent Event [Line Items] | |||||||||
Maximum borrowing capacity | $ | $ 1,200,000,000 | ||||||||
Revolving Credit Facility | Subsequent Event | Base Rate | Term A, Term A-2 and Revolving Credit Facility | Minimum | |||||||||
Subsequent Event [Line Items] | |||||||||
Basis spread on variable rate | 0.25% | ||||||||
Revolving Credit Facility | Subsequent Event | Base Rate | Term A, Term A-2 and Revolving Credit Facility | Maximum | |||||||||
Subsequent Event [Line Items] | |||||||||
Basis spread on variable rate | 1.00% | ||||||||
Revolving Credit Facility | Subsequent Event | Base Rate | Term Loan B-2 | Maximum | |||||||||
Subsequent Event [Line Items] | |||||||||
Basis spread on variable rate | 1.00% | ||||||||
Revolving Credit Facility | Subsequent Event | Eurodollar | Term A, Term A-2 and Revolving Credit Facility | Minimum | |||||||||
Subsequent Event [Line Items] | |||||||||
Basis spread on variable rate | 1.25% | ||||||||
Revolving Credit Facility | Subsequent Event | Eurodollar | Term A, Term A-2 and Revolving Credit Facility | Maximum | |||||||||
Subsequent Event [Line Items] | |||||||||
Basis spread on variable rate | 2.00% | ||||||||
Revolving Credit Facility | Subsequent Event | Eurodollar | Term Loan B-2 | Maximum | |||||||||
Subsequent Event [Line Items] | |||||||||
Basis spread on variable rate | 2.00% | ||||||||
Revolving Credit Facility | Subsequent Event | Federal Funds Effective Swap Rate | Fourth Amendment | |||||||||
Subsequent Event [Line Items] | |||||||||
Basis spread on variable rate | 0.50% | ||||||||
Revolving Credit Facility | Subsequent Event | Prime Rate | Fourth Amendment | |||||||||
Subsequent Event [Line Items] | |||||||||
Basis spread on variable rate | 1.00% | ||||||||
Scenario, Forecast | Revolving Credit Facility | Fourth Amendment | |||||||||
Subsequent Event [Line Items] | |||||||||
Maximum leverage ratio | 4.5 | 4.25 | 4 | 4.75 | |||||
Scenario, Forecast | Revolving Credit Facility | Term Loan A | |||||||||
Subsequent Event [Line Items] | |||||||||
Percentage of quarterly installment payments | 1.25% | 1.875% | 2.50% | ||||||
Scenario, Forecast | Revolving Credit Facility | Term Loan A-2 | |||||||||
Subsequent Event [Line Items] | |||||||||
Periodic payment of debt | $ | $ 1,700,000 | $ 8,600,000 | |||||||
Scenario, Forecast | Revolving Credit Facility | Term Loan B-2 | |||||||||
Subsequent Event [Line Items] | |||||||||
Percentage of quarterly installment payments | 0.25% | ||||||||
Line of credit | Revolving Credit Facility | Subsequent Event | |||||||||
Subsequent Event [Line Items] | |||||||||
Maximum borrowing capacity | $ | $ 1,200,000,000 |