Document and Entity Information
Document and Entity Information - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Feb. 24, 2016 | Jun. 30, 2014 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | HEARTLAND PAYMENT SYSTEMS INC | ||
Entity Central Index Key | 1,144,354 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Large Accelerated Filer | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Common Stock, Shares Outstanding | 36,996,676 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 1,500,000 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Current assets: | |||
Cash and cash equivalents | $ 56,483 | $ 70,793 | |
Funds held for customers | 228,234 | 176,492 | |
Receivables, net | 267,292 | 234,104 | |
Investments | 109 | 106 | |
Inventory | 12,856 | 12,048 | |
Prepaid expenses | 20,733 | 22,658 | |
Current tax assets | 6,499 | 15,082 | |
Total current assets | 592,206 | 531,283 | |
Capitalized customer acquisition costs, net | 88,995 | 73,107 | $ 61,027 |
Property and equipment, net | 166,692 | 154,303 | |
Goodwill | 490,020 | 425,712 | 190,978 |
Intangible assets, net | 197,223 | 192,553 | |
Deposits and other assets, net | 1,543 | 1,507 | |
Total assets | 1,536,679 | 1,378,465 | 890,757 |
Current liabilities: | |||
Due to sponsor banks | 31,803 | 31,165 | |
Accounts payable | 70,418 | 58,460 | |
Customer fund deposits | 228,234 | 176,492 | |
Processing liabilities | 152,188 | 119,398 | |
Current portion of accrued buyout liability | 18,549 | 15,023 | |
Current portion of borrowings | 43,793 | 36,792 | |
Current portion of unearned revenue | 57,346 | 46,601 | |
Accrued expenses and other liabilities | 58,265 | 41,517 | |
Total current liabilities | 660,596 | 525,448 | |
Deferred tax liabilities, net | 51,283 | 36,496 | |
Reserve for unrecognized tax benefits | 6,599 | 7,315 | $ 5,600 |
Long-term borrowings | 437,842 | 523,122 | |
Long-term portion of accrued buyout liability | 41,300 | 32,970 | |
Long-term portion of unearned revenue | 3,237 | 2,354 | |
Total liabilities | 1,200,857 | $ 1,127,705 | |
Commitments and contingencies | |||
Equity | |||
Common stock, $0.001 par value, 100,000,000 shares authorized, 36,933,825 and 36,344,921 shares issued and outstanding at December 31, 2015 and December 31, 2014 | 37 | $ 36 | |
Additional paid-in capital | 270,822 | 255,921 | |
Accumulated other comprehensive loss | (31) | (130) | |
Retained earnings (accumulated deficit) | 64,994 | (5,067) | |
Total stockholders’ equity | 335,822 | 250,760 | |
Total liabilities and equity | $ 1,536,679 | $ 1,378,465 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2015 | Dec. 31, 2014 |
Equity | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 36,933,825 | 36,344,921 |
Common stock, shares outstanding | 36,933,825 | 36,344,921 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Statement of Comprehensive Income [Abstract] | |||
Total revenues | $ 2,682,396 | $ 2,311,381 | $ 2,135,372 |
Costs of services: | |||
Interchange | 1,617,671 | 1,422,894 | 1,335,487 |
Dues, assessments and fees | 241,767 | 215,862 | 200,903 |
Processing and servicing | 328,630 | 285,011 | 237,232 |
Customer acquisition costs | 59,458 | 46,977 | 42,109 |
Depreciation and amortization | 45,317 | 30,598 | 19,975 |
Total costs of services | 2,292,843 | 2,001,342 | 1,835,706 |
General and administrative | 244,005 | 190,554 | 173,568 |
Goodwill impairment charge | 0 | 18,490 | 0 |
Asset impairment charges | 0 | 18,875 | 0 |
Total expenses | 2,536,848 | 2,229,261 | 2,009,274 |
Income from operations | 145,548 | 82,120 | 126,098 |
Other income (expense): | |||
Interest income | 105 | 125 | 124 |
Interest expense | (14,184) | (8,057) | (5,429) |
Gain on sale of assets | 7,008 | 0 | 0 |
Other, net | (402) | (444) | (241) |
Total other (expense) income | (7,473) | (8,376) | (5,546) |
Income before income taxes | 138,075 | 73,744 | 120,552 |
Provision for income taxes | 53,343 | 41,876 | 46,450 |
Net income from continuing operations | 84,732 | 31,868 | 74,102 |
Income from discontinued operations, net of income tax of $—, $—, and $2,135 | 0 | 0 | 3,970 |
Net income | 84,732 | 31,868 | 78,072 |
Less: Net (loss) income attributable to noncontrolling interests | |||
Continuing operations | 0 | (2,011) | (610) |
Discontinued operations | 0 | 0 | 56 |
Net income attributable to Heartland | 84,732 | 33,879 | 78,626 |
Amounts attributable to Heartland: | |||
Net income from continuing operations | 84,732 | 33,879 | 74,712 |
Income from discontinued operations, net of income tax and noncontrolling interests | 0 | 0 | 3,914 |
Net income attributable to Heartland | $ 84,732 | $ 33,879 | $ 78,626 |
Basic earnings per share: | |||
Income from continuing operations (in dollars per share) | $ 2.31 | $ 0.93 | $ 2.03 |
Income from discontinued operations (in dollars per share) | 0 | 0 | 0.11 |
Basic earnings per share (in dollars per share) | 2.31 | 0.93 | 2.14 |
Diluted earnings per share: | |||
Income from continuing operations (in dollars per share) | 2.28 | 0.91 | 1.96 |
Income from discontinued operations (in dollars per share) | 0 | 0 | 0.10 |
Diluted earnings per share (in dollars per share) | $ 2.28 | $ 0.91 | $ 2.06 |
Weighted average number of common shares outstanding: | |||
Basic (in shares) | 36,646 | 36,354 | 36,791 |
Diluted (in shares) | 37,237 | 37,187 | 38,053 |
Consolidated Statements of Inc5
Consolidated Statements of Income (Parentheticals) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Statement [Abstract] | |||
Income tax, related to income from discontinued operations | $ 0 | $ 2,135 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Statement of Comprehensive Income [Abstract] | |||
Net income | $ 84,732 | $ 31,868 | $ 78,072 |
Other comprehensive income (loss): | |||
Reclassification of losses (gains) on investments, net of income tax of $(7), $108 and $— | 12 | (170) | 0 |
Unrealized gains (losses) on investments, net of income tax of $6, $(10) and $8 | 15 | (50) | 12 |
Unrealized gains on derivative financial instruments, net of income tax of $54, $106 and $153 | 72 | 178 | 254 |
Foreign currency translation adjustment | 0 | 0 | (54) |
Comprehensive income | 84,831 | 31,826 | 78,284 |
Less: Comprehensive loss attributable to noncontrolling interests | 0 | (2,011) | (570) |
Comprehensive income attributable to Heartland | $ 84,831 | $ 33,837 | $ 78,854 |
Consolidated Statements of Com7
Consolidated Statements of Comprehensive Income (Parentheticals) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Statement of Comprehensive Income [Abstract] | |||
Reclassification of gains on investments, tax | $ (7) | $ 108 | |
Unrealized (losses) gains on investments, tax | 6 | (10) | $ 8 |
Unrealized gains on derivative financial instruments, tax | $ 54 | $ 106 | $ 153 |
Consolidated Statements of Equi
Consolidated Statements of Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | (Accumulated Deficit) Retained Earnings | Treasury Stock | Noncontrolling Interests |
Common stock, shares outstanding, beginning balance at Dec. 31, 2012 | 36,856,000 | ||||||
Stockholders' equity, beginning balance at Dec. 31, 2012 | $ 211,161 | $ 38 | $ 222,705 | $ (399) | $ 7,629 | $ (20,187) | $ 1,375 |
Increase (Decrease) in Stockholders' Equity | |||||||
Issuance of common stock - options exercised, shares | 1,265,000 | ||||||
Issuance of common stock - options exercised, amount | 14,174 | $ 1 | 14,173 | ||||
Issuance of common stock - RSU's invested, shares | 317,000 | ||||||
Issuance of common stock - RSU's invested, amount | (6,233) | (6,233) | |||||
Excess tax benefit on employee share-based compensation | 11,596 | 11,596 | |||||
Repurchase of common stock, shares | (1,487,000) | ||||||
Repurchase of common stock, amount | (50,302) | (50,302) | |||||
Retirement of treasury stock, amount | 0 | $ (2) | (10,024) | (39,974) | 50,000 | ||
Share-based compensation | 12,838 | 12,838 | |||||
Other comprehensive income (loss) | 212 | 228 | (16) | ||||
Acquisition of noncontrolling interest | (1,332) | 83 | (1,415) | ||||
Noncontrolling interests in subsidiary acquired | 6,798 | 6,798 | |||||
Dividends on common stock | (10,321) | (10,321) | |||||
Net income (loss) for the year | 78,072 | 78,626 | (554) | ||||
Common stock, shares outstanding, ending balance at Dec. 31, 2013 | 36,951,000 | ||||||
Stockholders' equity, ending balance at Dec. 31, 2013 | 266,663 | $ 37 | 245,055 | (88) | 35,960 | (20,489) | 6,188 |
Increase (Decrease) in Stockholders' Equity | |||||||
Issuance of common stock - options exercised, shares | 453,000 | ||||||
Issuance of common stock - options exercised, amount | 6,109 | 6,109 | |||||
Issuance of common stock - RSU's invested, shares | 289,000 | ||||||
Issuance of common stock - RSU's invested, amount | (7,245) | (7,245) | |||||
Excess tax benefit on employee share-based compensation | 7,524 | 7,524 | |||||
Repurchase of common stock, shares | (1,348,000) | ||||||
Repurchase of common stock, amount | (54,455) | (54,455) | |||||
Retirement of treasury stock, amount | 0 | $ (1) | (12,368) | (62,575) | 74,944 | ||
Share-based compensation | 13,269 | 13,269 | |||||
Other comprehensive income (loss) | (42) | (42) | 0 | ||||
Acquisition of noncontrolling interest | (600) | 3,577 | 0 | (4,177) | |||
Dividends on common stock | (12,331) | (12,331) | 0 | ||||
Net income (loss) for the year | $ 31,868 | 33,879 | (2,011) | ||||
Common stock, shares outstanding, ending balance at Dec. 31, 2014 | 36,344,921 | 36,345,000 | |||||
Stockholders' equity, ending balance at Dec. 31, 2014 | $ 250,760 | $ 36 | 255,921 | (130) | (5,067) | 0 | $ 0 |
Increase (Decrease) in Stockholders' Equity | |||||||
Issuance of common stock - options exercised, shares | 184,000 | ||||||
Issuance of common stock - options exercised, amount | 2,910 | 2,910 | |||||
Issuance of common stock - RSU's invested, shares | 405,000 | ||||||
Issuance of common stock - RSU's invested, amount | (18,904) | $ 1 | (18,905) | ||||
Excess tax benefit on employee share-based compensation | 9,634 | 9,634 | |||||
Share-based compensation | 21,262 | 21,262 | |||||
Other comprehensive income (loss) | 99 | 99 | |||||
Dividends on common stock | (14,671) | (14,671) | |||||
Net income (loss) for the year | $ 84,732 | 84,732 | |||||
Common stock, shares outstanding, ending balance at Dec. 31, 2015 | 36,933,825 | 36,934,000 | |||||
Stockholders' equity, ending balance at Dec. 31, 2015 | $ 335,822 | $ 37 | $ 270,822 | $ (31) | $ 64,994 | $ 0 | $ 0 |
Consolidate Statements of Equit
Consolidate Statements of Equity (Parentheticals) - $ / shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Statement of Stockholders' Equity [Abstract] | |||
Common stock dividends (in dollars per share) | $ 0.40 | $ 0.34 | $ 0.28 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Cash flows from operating activities | |||
Net income | $ 84,732 | $ 31,868 | $ 78,072 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Amortization of capitalized customer acquisition costs | 60,755 | 51,626 | 45,648 |
Other depreciation and amortization | 62,955 | 48,270 | 35,389 |
Asset impairment charges | 0 | 37,365 | 0 |
Addition to loss reserves | 2,852 | 9,650 | 2,787 |
Provision for doubtful receivables | 6,155 | 3,279 | 195 |
Deferred taxes | 8,157 | 7,515 | 8,403 |
Share-based compensation | 21,262 | 13,269 | 12,838 |
Gain on sale of assets | (7,008) | 0 | (3,786) |
Other | 1,455 | 1,691 | 1,034 |
Changes in operating assets and liabilities: | |||
Increase in receivables | (38,203) | (18,134) | (19,693) |
Decrease (increase) in inventory | (1,302) | (890) | (1,343) |
Payment of signing bonuses, net | (48,289) | (38,875) | (29,091) |
Increase in capitalized customer acquisition costs | (28,562) | (24,831) | (21,159) |
Decrease (increase) in current tax assets | 18,175 | 2,188 | (3,138) |
(Increase) decrease in deposits and other assets | 2,271 | (3,153) | (3,782) |
Excess tax benefits on employee share-based compensation | (9,634) | (7,524) | (11,596) |
(Decrease) increase in reserve for unrecognized tax benefits | (716) | 1,682 | 2,564 |
Increase (decrease) in due to sponsor banks | 639 | 12,056 | (18,477) |
Increase (decrease) in accounts payable | 9,555 | (11,434) | 2,136 |
Increase in unearned revenue | 8,608 | 1,554 | 5,010 |
Decrease in accrued expenses and other liabilities | (5,822) | (11,666) | (6,615) |
Increase (decrease) in processing liabilities | 29,903 | (21,123) | 32,761 |
Payouts of accrued buyout liability | (15,408) | (11,568) | (13,651) |
Increase in accrued buyout liability | 27,264 | 20,182 | 17,620 |
Net cash provided by (used in) operating activities | 189,794 | 92,997 | 112,126 |
Cash flows from investing activities | |||
Purchase of investments | (2,283) | (38,962) | (5,262) |
Sales of investments | 0 | 25,247 | 0 |
Maturities of investments | 2,550 | 0 | 2,000 |
(Increase) decrease in funds held for customers | (5,735) | (35,420) | 4,040 |
Increase (decrease) in customer fund deposits | 5,467 | 49,003 | (4,030) |
Proceeds from sale of assets | 9,973 | 0 | 19,343 |
Acquisitions of businesses, net of cash acquired | (79,354) | (392,142) | (15,182) |
Capital expenditures | (54,345) | (54,913) | (52,924) |
Net cash used in investing activities | (123,727) | (447,187) | (52,015) |
Cash flows from financing activities | |||
Proceeds from borrowings, net | 230,000 | 460,392 | 156,416 |
Principal payments on borrowings | (308,250) | (54,188) | (161,001) |
Proceeds from exercise of stock options | 2,910 | 6,109 | 14,174 |
Excess tax benefits on employee share-based compensation | 9,634 | 7,524 | 11,596 |
Repurchases of common stock | 0 | (54,455) | (49,625) |
Dividends paid on common stock | (14,671) | (12,331) | (10,321) |
Net cash (used in) provided by financing activities | (80,377) | 353,051 | (38,761) |
Net (decrease) increase in cash | (14,310) | (1,139) | 21,350 |
Effect of exchange rates on cash | 0 | 0 | 1 |
Cash at beginning of year | 70,793 | 71,932 | 50,581 |
Cash at end of year | 56,483 | 70,793 | 71,932 |
Cash paid (received) during the period for: | |||
Interest | 12,781 | 6,824 | 4,598 |
Income taxes | 27,517 | 30,504 | $ 38,827 |
Cash and cash equivalents | $ 56,483 | $ 70,793 |
Organization and Operations
Organization and Operations | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Operations | Organization and Operations Basis of Financial Statement Presentation— The accompanying consolidated financial statements include those of Heartland Payment Systems, Inc. (the "Company," “we,” “us,” or “our”) and its wholly-owned subsidiaries, Heartland Payroll Solutions, Inc., Heartland Payment Solutions, Inc., Heartland Acquisition LLC, TouchNet Information Systems, Inc. (“TouchNet”) and Heartland Commerce, Inc. The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. All intercompany balances and transactions with the Company's subsidiaries have been eliminated upon consolidation. Agreement and Plan of Merger— On December 15, 2015, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Global Payments Inc., a Georgia corporation (“Global”), Data Merger Sub One, Inc., a Delaware corporation and wholly owned subsidiary of Global (“Merger Sub One”) and Data Merger Sub Two, LLC, a Delaware limited liability company and wholly owned subsidiary of Global (“Merger Sub Two”, and together with Merger Sub One, the “Merger Subs”). Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, Global will acquire the Company by way of two mergers (the “Mergers”). First, Merger Sub One will merge with and into the Company, with the Company continuing as a wholly owned subsidiary of Global. Second, the Company will merge with and into Merger Sub Two immediately following the initial merger, with Merger Sub Two surviving the second merger as a wholly owned subsidiary of Global. As a result of the Mergers, subject to the terms and conditions of the Merger Agreement, each outstanding share of the Company’s common stock, other than shares owned by (i) Global, the Merger Subs or the Company (which will be canceled), (ii) stockholders who have properly exercised and perfected appraisal rights under Delaware law, or (iii) any direct or indirect wholly owned subsidiary of the Company (which will remain outstanding), will be converted into the right to receive (subject to adjustment as set forth in the next sentence) $53.28 in cash (the “Cash Consideration”), without interest, and 0.6687 shares of common stock of Global (the “Stock Consideration”, and together with the Cash Consideration, the “Merger Consideration”). Under the terms of the Merger Agreement, in the event that the number of shares of common stock of Global issuable as a result of the Mergers would exceed 19.9% of the issued and outstanding shares of common stock of Global immediately prior to the closing of the Mergers, the Stock Consideration will be reduced so that no more than 19.9% of the outstanding shares of common stock of Global become issuable in the Mergers and the Cash Consideration will be increased by a corresponding amount, so that the value of the per share Merger Consideration will remain the same. Out of Period Adjustments Recorded in Prior Year— In the second quarter of 2014, the Company recorded out-of-period adjustments decreasing its revenue and increasing bad debt expense (included in Processing and Servicing in its Consolidated Statements of Income) by $1.4 million and $0.9 million , respectively. These adjustments related to immaterial errors that originated in 2013 in the Company's Heartland School Solutions business. These adjustments included revenue which was incorrectly recorded in prior periods and a reassessment of the collectability of certain customer accounts receivable. These out-of-period adjustments reduced earnings before income taxes and net income in the year ended December 31, 2014 by $2.3 million and $1.4 million , respectively, and reduced diluted earnings per share by $0.04 . The Company considered existing guidance in evaluating whether a restatement of prior financial statements was required as a result of these misstatements. The guidance requires corrections of errors to be recorded by restatement of prior periods, if material. The Company quantitatively and qualitatively assessed the materiality of the errors and concluded that the errors were not material to its earnings for the year ended December 31, 2013 and 2014, and accordingly, no restatement of prior period financial statements was warranted. Business Description— The Company’s primary business is to provide payment processing services to merchants throughout the United States. This involves providing end-to-end electronic payment processing services to merchants by facilitating the exchange of information and funds between them and cardholders' financial institutions. To accomplish this, the Company undertakes merchant set-up and training, transaction authorization and electronic draft capture, clearing and settlement, merchant accounting, merchant assistance and support, and risk management. The Company also provides additional services, including those provided through its subsidiaries, such as: • Integrated commerce solutions, payment processing, higher education loan services and open and closed-loop payment solutions to higher-education institutions through Campus Solutions, • School nutrition, point-of-sale solutions ("POS"), and associated payment solutions, including online prepayment solutions, to kindergarten through 12th grade ("K-12") schools through Heartland School Solutions, • Full-service payroll processing and related tax filing services, through Heartland Payroll Solutions, and • Others including (1) prepaid and stored-value card solutions through Micropayments, (2) POS solutions and other adjacent business service applications through Heartland Commerce, and (3) marketing solutions including loyalty and gift cards which the Company provides through Heartland Marketing Solutions. Approximately 72% of the Company's revenue is derived from processing and settling Visa and MasterCard bankcard transactions for its merchant customers. Because the Company is not a ''member bank'' as defined by Visa and MasterCard, in order to process and settle these bankcard transactions for its merchants, the Company has entered into sponsorship agreements with member banks. Visa and MasterCard rules restrict the Company from performing funds settlement or accessing merchant settlement funds and require that these funds be in the possession of the member bank until the merchant is funded. A sponsorship agreement with a member bank permits the Company to route Visa and MasterCard bankcard transactions under the member bank's control and identification numbers to clear credit and signature debit bankcard transactions through Visa and MasterCard. A sponsorship agreement also enables the Company to settle funds between cardholders and merchants by delivering funding files to the member bank, which in turn transfers settlement funds to the merchants' bank accounts. These restrictions place the settlement assets and obligations under the control of the member bank. The sponsorship agreements with the member banks require, among other things, that the Company abide by the bylaws and regulations of the Visa and MasterCard networks, and certain sponsor banks require a cash balance in a deposit account. If the Company were to breach a sponsorship agreement and under certain other circumstances, the sponsor banks may terminate the agreement and, under the terms of the agreement, the Company would have six months to identify an alternative sponsor bank. The Company is generally dependent on its sponsor banks, Visa and MasterCard for notification of any compliance breaches. As of December 31, 2015 , the Company has not been notified of any such issues by its sponsor banks, Visa or MasterCard. As of December 31, 2015 , the Company is party to three bank sponsorship agreements. • Processing for the majority of the Company’s small and mid-sized merchants (referred to as "Small and Midsized Enterprises," or “SME merchants”) is performed under a February 8, 2012, sponsorship agreement with Wells Fargo Bank, N.A. ("WFB"). The WFB sponsorship agreement was in effect until February 8, 2016 and would have automatically renewed for three years unless either party provided written notice of non-renewal to the other party. On November 5, 2015, the Company provided written notice of non-renewal to WFB. Under the terms of the WFB sponsorship agreement, the Company has up to six months beyond February 8, 2016 to complete a conversion of its SME merchants to another sponsorship arrangement. On November 5, 2015, the Company entered into a sponsorship agreement with Deutsche Bank Trust Company Americas ("Deutsche Bank") for its SME merchants. The Company is highly confident it will complete the conversion of its SME merchants to the Deutsche Bank sponsorship arrangement within the six -month conversion period beginning February 8, 2016. The sponsorship agreement with Deutsche Bank involves substantially the same terms as applied in the February 8, 2012 agreement with WFB. The agreement with Deutsche Bank is for a five -year term expiring on November 5, 2020 and will automatically renew for successive one -year periods unless either party provides six months written notice of non-renewal to the other party. • On November 23, 2009, the Company entered into a sponsorship agreement with The Bancorp Bank ("TBB") to sponsor processing for the Company's Network Services merchants, which are predominantly petroleum industry merchants of all sizes (referred to as "Network Services Merchants"), and since October 2013, certain of the Company's SME merchants. In August 2015, the agreement with TBB automatically renewed until February 2017. The agreement with TBB expires in February 2017 with subsequent one -year auto renewal periods, unless either party provides six months written notice of non-renewal to the other party. • On March 24, 2011, the Company entered into a sponsorship agreement with Barclays Bank Delaware to sponsor processing for certain of its large national merchants. The original agreement with Barclays Bank Delaware would have expired in March 2016, however, in September 2015, the agreement with Barclays Bank Delaware automatically renewed until March 2017. In January 2016, the Company signed an extension of this agreement, which will now expire in March 2021. The agreement will continue to automatically renew for successive one -year periods thereafter, unless either party provides six months written notice of non-renewal to the other party. The following is a breakout of the Company’s total Visa and MasterCard settled card processing volume for the month ending December 31, 2015 by percentage processed under its individual bank sponsorship agreements: % of December 2015 Sponsor Bank Bankcard Processing Wells Fargo Bank, N.A. 75% The Bancorp Bank 18% Barclays Bank Delaware 7% The Company also provides card transaction processing for DFS Services, LLC ("Discover") and is designated as an acquirer by Discover. The agreement with Discover allows the Company to acquire, process and fund transactions directly through Discover's network without the need of a bank sponsor. The Company processes Discover transactions similarly to the way it processes Visa and MasterCard transactions. The Company must comply with Discover's acquirer operating regulations and uses its sponsor banks to assist in funding its merchants' Discover transactions. Under a prior sales and servicing program agreement with American Express Travel Related Services Company, Inc. ("American Express") the Company: (a) provided solicitation services by signing new-to-American Express merchants directly with American Express; (b) provided transactional support services on behalf of American Express to the Company's American Express accepting merchants; and (c) provided processing, settlement, customer support and reporting to merchants, similar to the services provided for the merchants' Visa, MasterCard and Discover transactions. In May 2014, the Company began offering a new American Express Card Acceptance Program (referred to as "OptBlue") to new merchants. The Company converted a majority of its existing merchants who were processing under the prior sales and servicing agreement with American Express to OptBlue during the third quarter of 2014. As a participant in OptBlue, the Company acquires, contracts, and establishes pricing for, as well as provides customer service to merchants, similar to the transaction processing services the Company provides through Discover, Visa and MasterCard. The Company also uses its sponsor banks to assist in funding its merchants' American Express transactions. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Use of Estimates — The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Estimates include, among other things, the accrued buyout liability, capitalized customer acquisition costs, share-based compensation, goodwill and intangible asset impairment review, revenue recognition for multiple element arrangements, loss reserves, certain accounts payable and accrued expenses and certain tax assets and liabilities as well as the related valuation allowances, if any. Actual results could differ from those estimates. Cash and Cash Equivalents— At December 31, 2015 , cash included approximately $15.1 million of processing-related cash in transit and collateral, compared to approximately $17.8 million of processing-related cash in transit and collateral at December 31, 2014 . Processing-related cash in transit and collateral includes merchant deposits, collateral deposits, and funds in transit relating to timing differences for the Company's card and non-card payment processing businesses. Receivables— The Company's primary receivables are from its bankcard processing merchants. In addition to receivables for transaction fees the Company charges its merchants for processing transactions, these receivables include amounts resulting from the Company's practice of advancing interchange fees to most of its SME merchants during the month and collecting those fees at the beginning of the following month. The Company does not advance interchange fees to its Network Services merchants. Network Services merchants are invoiced monthly, on payment terms of 30 days net from date of invoicing. Receivables from merchants also include receivables from the sale of POS terminal equipment. The timing for presentment of transaction funding files to the bankcard networks results in the Company's sponsor banks receiving settlement cash one day before payment is made to merchants, thereby increasing funding obligations to its SME merchants, which are carried in processing liabilities. The Company funds interchange advances/receivables to SME merchants first from this settlement cash received from bankcard networks, then from the Company's available cash or by incurring a liability to its sponsor banks. At both December 31, 2015 and 2014 , the Company did not use any of its available cash to fund merchant advances. The amount due to sponsor banks for funding advances was $30.5 million at December 31, 2015 and $29.9 million at December 31, 2014 . The liability to sponsor banks is repaid at the beginning of the following month out of the fees the Company collects from its merchants. Receivables also include amounts due from Discover and American Express for merchant bankcard transactions. These amounts are recovered the next business day following the date of processing the transaction. Receivables also include amounts resulting from the sale, installation, training and repair of payment system hardware and software for Campus Solutions, Heartland School Solutions and Other (which includes receivables from Micropayments, Heartland Commerce and Heartland Marketing Solutions). These receivables are mostly invoiced on terms of 30 days net from date of invoicing. Receivables are stated net of allowance for doubtful accounts. The Company estimates its allowance based on experience with its merchants, customers, and sales force and its judgment as to the likelihood of their ultimate payment. The Company also considers collection experience and makes estimates regarding collectability based on trends in the aging. Historically, the Company has not experienced significant charge offs for its merchant and customer receivables, other than the out-of-period adjustment recorded in the second quarter of 2014 (see Note 1, Organization and Operations for further details). Investments and Funds Held for Customers— Investments, including those carried on the Consolidated Balance Sheets as Funds held for customers, consist primarily of bond funds, tax-exempt bonds, certificates of deposit and equity investments. Funds held for customers also include overnight bank deposits. The majority of investments carried in Funds held for customers are available-for-sale and recorded at fair value based on quoted market prices. Certificates of deposit are classified as held to maturity and recorded at cost. In the event of a sale, cost is determined on a specific identification basis. At December 31, 2015 , Funds held for customers included cash and cash equivalents of $201.4 million and investments available for sale of $26.9 million . The asset Funds held for customers and the liability Customer fund deposits include: (1) amounts collected from customers prior to funding their payroll liabilities, as well as related tax and fiduciary liabilities for those customers, and (2) amounts collected by Campus Solutions in its capacity as a loan servicer, which will be remitted to the customer/owner of the student loans the following month. Capitalized Customer Acquisition Costs, net— Capitalized customer acquisition costs consist of (1) up-front signing bonus payments made to Relationship Managers and sales managers (the Company's sales force, which are referred to as "salespersons") for the establishment of new merchant relationships, and (2) a deferred acquisition cost representing the estimated cost of buying out the residual commissions of vested salespersons. Capitalized customer acquisition costs represent incremental, direct customer acquisition costs that are recoverable through gross margins associated with merchant contracts. The capitalized customer acquisition costs are amortized using a method which approximates a proportional revenue approach over the initial three -year term of the merchant contract. The up-front signing bonus paid for new SME bankcard, payroll and loyalty marketing accounts is based on the estimated gross margin for the first year of the merchant contract. The signing bonus, amount capitalized, and related amortization are adjusted after the first year to reflect the actual gross margin generated by the merchant contract during that year. The deferred customer acquisition cost asset is accrued over the first year of SME bankcard, payroll and loyalty marketing merchant processing, consistent with the build-up in the accrued buyout liability, as described below. Management evaluates the capitalized customer acquisition costs for impairment on an annual basis by comparing, on a pooled basis by vintage month of origination, the expected future net cash flows from underlying merchant relationships to the carrying amount of the capitalized customer acquisition costs. If the estimated future net cash flows are lower than the recorded carrying amount, indicating an impairment of the value of the capitalized customer acquisition costs, the impairment loss will be charged to operations. The Company believed that no impairment of capitalized customer acquisition costs had occurred as of December 31, 2015 and 2014 . Property and Equipment— Property and equipment are carried at cost, net of accumulated depreciation. Depreciation for the Company's owned service center building in Jeffersonville, Indiana is computed straight-line over 39 years with depreciation on certain building improvements computed over 15 years. Depreciation is computed straight-line over periods ranging from 3 to 10 years for furniture and equipment. Leasehold improvements are amortized over the lesser of the economic useful life of the improvement or the term of the lease. Equipment held under capitalized lease arrangements is included in property and equipment, and the associated liabilities are included in current and long-term borrowings as appropriate. Amortization of equipment under capitalized leases is included in depreciation and amortization expense. Fully depreciated property and equipment are retained in property and equipment and accumulated depreciation accounts until their disposal or removal from service. When fully depreciated property and equipment is taken out of service, the original cost basis and matching accumulated depreciation amounts are written off. Rent expense on operating leases is recorded on a straight-line basis over the term of the lease agreement. Tenant improvement allowances are deferred and amortized on a straight-line basis over the life of the lease agreement as a reduction to rent expense. The Company capitalizes software development costs and amortizes such costs on a straight-line basis over an estimated useful life of 3 to 7 years. The preliminary project stage consists of the conceptual formation of alternatives, the evaluation of alternatives, the determination of existence of needed technology and the final selection of alternatives. Costs incurred during the preliminary project stage are expensed as incurred. Once the preliminary project stage is complete, costs are capitalized until the software is placed in service. Long-Lived Assets— The Company evaluates the potential for impairment when changes in circumstances indicate that undiscounted cash flows estimated to be generated by the related assets are less than the carrying amount. In the fourth quarter of 2014, the Company recorded non-cash asset impairments and write-offs relating to assets held and used of $18.9 million relating to internally developed software and intangible assets related to Leaf and a write-off of a capitalized internally developed software project termination (see "Goodwill," below for further detail). Goodwill — Goodwill represents the excess of acquisition costs over the fair values of net assets acquired in business combinations. At December 31, 2015 and 2014 , goodwill of $490.0 million and $425.7 million , respectively, was recorded on the Consolidated Balance Sheets. The Company tests goodwill for impairment at least annually in the fourth quarter and between annual tests if an event occurs or changes in circumstances suggest a potential decline in the fair value of the reporting unit. A significant amount of judgment is involved in determining if an indicator or change in circumstances relating to impairment has occurred. Such changes may include, among others: a significant decline in expected future cash flows; a sustained decline in market capitalization; a significant adverse change in legal factors or in the business climate; unanticipated competition; and slower growth rates. The Company has the option of performing a qualitative assessment of impairment to determine whether any further quantitative testing for impairment is necessary. The option of whether or not to perform a qualitative assessment is made annually and may vary by reporting unit. Factors the Company considers in the qualitative assessment include general macroeconomic conditions, industry and market conditions, cost factors, overall financial performance of our reporting units, events or changes affecting the composition or carrying amount of the net assets of our reporting units, sustained decrease in our share price, and other relevant entity-specific events. If the Company elects to bypass the qualitative assessment or if it determines, on the basis of qualitative factors, that the fair value of the reporting unit is more likely than not less than the carrying value, then the Company performs a two-step quantitative test for that reporting unit. In the first step, the fair value of each reporting unit is compared to the reporting unit's carrying value, including goodwill. If the fair value of a reporting unit is less than its carrying value, the second step of the goodwill impairment test is performed to measure the amount of impairment, if any. In the second step, the fair value of the reporting unit is allocated to the assets and liabilities of the reporting unit as if it had been acquired in a business combination and the purchase price was equivalent to the fair value of the reporting unit. The excess of the fair value of the reporting unit over the amounts assigned to its assets and liabilities is referred to as the implied fair value of goodwill. The implied fair value of the reporting unit's goodwill is then compared to the actual carrying value of the goodwill. If the implied fair value of goodwill is less than the carrying value of goodwill, an impairment loss is recognized for the difference. Significant estimates and assumptions are used in the Company's goodwill impairment review and include the identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units and determining the fair value of each reporting unit. The Company's assessment of qualitative factors involves significant judgments about expected future business performance and general market conditions. In a quantitative assessment, the fair value of each reporting unit is determined based on a combination of techniques, including the present value of future cash flows, applicable multiples of competitors and multiples from sales of like businesses, and requires us to make estimates and assumptions regarding discount rates, growth rates and our future long-term business plans. Changes in any of these estimates or assumptions could materially affect the determination of fair value and the associated goodwill impairment charge for each reporting unit. As of December 31, 2015, the Company performed a qualitative assessment for each of its reporting units, except one, for which the Company performed a quantitative assessment. Based on our annual test as of December 31, 2015, the Company determined on the basis of qualitative factors that the fair values of the reporting units for which it performed a qualitative assessment were not more likely than not less than their respective carrying amounts. Based on the quantitative assessment the Company did for one of its reporting units, it determined that the goodwill for that reporting unit was not impaired. In the fourth quarter of 2014, the Company considered the overlapping cloud-based POS systems in development at Heartland Commerce businesses (see Note 3, Acquisitions) and decided that it would stop POS development efforts at Leaf, a previous Heartland Commerce business. This decision caused a significant adverse change in the extent or manner in which the long-lived asset group of Leaf would be used, including Prosper, an internally developed POS software technology. Due to these changes in circumstances, the implied fair value of the Leaf reporting unit was determined to be significantly below its carrying value. This led to a Goodwill impairment charge for the full balance of Leaf goodwill as of December 31, 2014. In the fourth quarter of 2014, the Company recorded pre-tax goodwill and asset impairment charges of $18.5 million and $18.9 million , respectively. Unearned revenue— Unearned revenue of $60.6 million and $49.0 million at December 31, 2015 and 2014 , respectively, is primarily related to the Company's Heartland School Solutions, Campus Solutions, Heartland Payroll Solutions and Heartland Commerce businesses. Unearned revenue is derived primarily from the sale and subscription of e-commerce solutions and integration to host computer systems as well as from support and maintenance contracts and professional services. Unearned revenue represents contractual obligations of the Company to provide software, services and support to customers in the future. Processing Liabilities— Processing liabilities result primarily from the Company's card processing activities. Processing liabilities primarily reflect funds in transit associated with differences arising between the amounts the Company's sponsor banks receive from the bankcard networks and the amounts funded to the Company's merchants. Such differences arise from timing differences, interchange expense, merchant advances, merchant reserves and chargeback processing. These differences result in payables or receivables. If the settlement received from the bankcard networks precedes the funding obligation to the merchant, the Company records a processing liability. Conversely, if funding to the merchant precedes the settlement from the bankcard networks, the Company records a receivable from the bankcard network. The amounts are generally collected or paid the following business day. Chargebacks arise due to disputes between a cardholder and a merchant resulting from the cardholder's dissatisfaction with merchandise quality or the merchant's service, and the disputes may not always be resolved in the merchant's favor. In some of these cases, the transaction is ''charged back'' to the merchant and the purchase price is refunded to the cardholder by the credit card-issuing institution. If the merchant is unable to fund the refund, the Company is liable for the full amount of the transaction. The Company's obligation to stand ready to perform is minimal. The Company maintains a deposit or the pledge of a letter of credit from certain merchants as an offset to potential contingent liabilities that are the responsibility of such merchants. The Company evaluates its ultimate risk and records an estimate of potential loss for chargebacks based upon an assessment of actual historical loss rates compared to recent bankcard processing volume levels. The Company believes that the liability recorded as loss reserves approximates fair value. Accrued Buyout Liability— The Company's Relationship Managers and sales managers are paid residual commissions based on the gross margin generated by monthly SME merchant processing activity. The Company has the right, but not the obligation, to buy out some or all of these commissions, and intends to do so periodically. Such purchases of the commissions are at a fixed multiple of the last twelve months' commissions. Because of the Company's intent and ability to execute purchases of the residual commissions, and the mutual understanding between the Company and the Relationship Managers and sales managers, the Company has accounted for this deferred compensation arrangement pursuant to the substantive nature of the plan. The Company therefore records the amount that it would have to pay (the ''settlement cost'') to buy out non-servicing related commissions in their entirety from vested Relationship Managers and sales managers, and an accrual, based on their progress towards vesting, for those unvested Relationship Managers and sales managers who are expected to vest in the future. As noted above, as the liability increases over the first year of a SME merchant contract, the Company also records a related deferred acquisition cost asset for currently vested Relationship Managers and sales managers. The accrued buyout liability associated with unvested Relationship Managers and sales managers is not included in the deferred acquisition cost asset since future services are required in order to vest. Subsequent changes in the estimated accrued buyout liability due to merchant attrition, same-store sales growth or contraction and changes in gross margin are included in the same income statement caption as customer acquisition costs expense. Relationship Managers and sales managers earn portfolio equity on their newly installed payroll and loyalty marketing merchant accounts based on the residual commissions they earn on those accounts. The accrued buyout liability and deferred acquisition cost asset are accrued in the same manner as the SME merchant portfolio equity. The accrued buyout liability is based on merchants under contract at the balance sheet date, the gross margin generated by those merchants over the prior twelve months , and the contractual buyout multiple. The liability related to a new merchant is therefore zero when the merchant is installed, and increases over the twelve months following the installation date. The same procedure is applied to unvested commissions over the expected vesting period, but is further adjusted to reflect the Company's estimate that 31% of unvested Relationship Managers and sales managers become vested, which represents the Company's historical vesting rate. The classification of the accrued buyout liability between current and non-current liabilities on the Consolidated Balance Sheets is based upon the Company's estimate of the amount of the accrued buyout liability that it reasonably expects to pay over the next twelve months. This estimate is developed by calculating the cumulative annual average percentage that total historical buyout payments represent of the accrued buyout liability. That percentage is applied to the period-end accrued buyout liability to determine the current portion. Revenue— The Company classifies its revenues into five categories: (i) Payment Processing, (ii) Heartland School Solutions, (iii) Heartland Payroll Solutions, (iv) Campus Solutions and (v) Other (including Heartland Commerce). The Company recognizes revenue when (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been performed; (3) the price is fixed or determinable; and (4) collectability is reasonably assured. The Company also evaluates its contractual arrangements for indications that multiple element arrangements may exist, including instances where more-than-incidental software deliverables are included. The following revenue recognition policies define the manner in which the Company accounts for sales transactions by revenue category. Payment Processing revenue primarily consists of discount, per-transaction and periodic (primarily monthly) fees from the processing of Visa, MasterCard, American Express and Discover transactions for SME merchants and per-transaction fees for the authorization and settlement of transactions for Network Services merchants. Also included in this category are American Express servicing fees, merchant service fees, fees for processing chargebacks and termination fees on terminated contracts. Interchange fees, which are the Company’s most significant expense, are set by the card networks and paid to the card issuing banks. For the majority of SME card processing revenue, the Company does not offset processing revenues and interchange fees because its business practice is to advance the interchange fees to most SME merchants when settling their daily transactions (thus paying the full amount of the transaction to the merchant), and then to collect the full discount fees from merchants on the first business day of the next month. The Company has merchant portability, credit risk, and the ultimate responsibility to the merchant and, as such, revenue is reported at the time of settlement on a gross basis. Payment processing services are transaction based and priced either as a fixed fee per transaction or as a percentage of the transaction value. The fees are charged for the processing services provided and do not include the gross sales price paid by the ultimate buyer to the merchant. For SME merchants to whom the Company does not advance interchange, it records card processing revenues net of interchange fees. As Network Services does not advance interchange fees to its merchants, the Company records its card processing revenues net of interchange fees. Heartland Payroll Solutions revenue includes fees charged for payroll processing services, including check printing, direct deposit, related federal, state and local tax deposits and providing accounting documentation, and interest income earned on funds held for customers. Heartland School Solutions revenue includes fees from sales and maintenance of cafeteria POS solutions and associated payment solutions, including online prepayment solutions, back office management and hardware and technical support. Campus Solutions revenue includes fees associated with providing integrated commerce solutions to support administrative services for higher education, as well as student loan payment processing, delinquency and default services, refund management, tuition payment plans, electronic billing and payment, tax document services and business outsourcing. Campus Solutions revenue also includes fees from the sale and maintenance of open- and closed-loop payment hardware and software solutions for college or university campuses to process small value electronic transactions. Heartland Commerce revenue includes sales of POS systems and the associated payment processing and adjacent business service applications. Campus Solutions, Heartland School Solutions and Heartland Commerce have arrangements that contain multiple elements, such as hardware, software products, including perpetual licenses and Software-as-a-Service (“SaaS”) services, maintenance, and professional installation and training services. The Company allocates revenue to each element based on the selling price hierarchy. The selling price for a deliverable is based on vendor specific objective evidence (“VSOE”) of selling price, if available, third party evidence ("TPE") if VSOE of selling price is not available, or estimated selling price (“ESP”) if neither VSOE or selling price nor TPE is available. The Company establishes ESP based on management judgment, considering internal factors such as margin objectives, pricing practices and controls, customer segment pricing strategies and the product life cycle. In arrangements with multiple elements, the Company determines allocation of the transaction price at inception of the arrangement based on the relative selling price of each unit of accounting. In multiple element arrangements where more-than-incidental software deliverables are included, the Company has applied the residual method to determine the amount of software license revenues to be recognized. Under the residual method, if fair value exists for undelivered elements in a multiple-element arrangement, such fair value of the undelivered elements is deferred with the remaining portion of the arrangement consideration recognized upon delivery of the software license or services arrangement. The Company allocates the fair value of each element of a software related multiple-element arrangement based upon its fair value as determined by VSOE, with any remaining amount allocated to the software license. If evidence of the fair value cannot be established for the undelivered elements of a software arrangement, then the entire amount of revenue under the arrangement is deferred until these elements have been delivered or objective evidence can be established. Other revenues include Micropayments fees from selling hardware and software for unattended online wireless credit card based payment systems, and unattended value top up systems for off-line closed-loop smart (chip) card based payment systems. Also included in this category are Heartland Marketing Solutions fees from selling mobile and card-based marketing services, gift cards and rewards services as well as fees from selling, renting and deploying POS devices. Loss Contingencies and Legal Expenses — The Company records a liability for loss contingencies when the liability is probable and the amount is reasonably estimable. Legal fees associated with loss contingencies are recorded when the legal fees are incurred. The Company records recoveries from its insurance providers when cash is received from the provider. Other Income (Expense)— Other income (expense) consists of interest income on cash and investments, the interest cost on the Company's borrowings, gains or losses on the disposal of assets, write downs of capitalized information technology development projects, Provision for Processing System Intrusion costs and other non-operating income or expense items. In 2015, other non-operating income or expense items also include: • Pre-tax gain of $7.0 million relating to the December 31, 2015 sale of the assets of the SmartLink division (“SmartLink”), which included our secure payment gateways and managed network services technologies, to a third party, for a $10 million cash payment. The Company also entered into a channel partner agreement, whereby Heartland’s sales professionals will continue to promote the secure payment gateway and managed network services solutions to merchants. The Company’s SmartLink division was included in the Payment Processing Segment. The sale of SmartLink resulted in a $7.0 million pre-tax gain ( $4.3 million after-tax, or $0.11 per share) which was included in “Gain on sale of assets” as part of Other income (expense) in the Company’s Consolidated Statements of Income for the year ended December 31, 2015. In 2014, other non-operating income or expense items also include: • Pre and after-tax gain of $3.6 million relating to a release from a contingent earn-out liability to the noncontrolling shareholders of Leaf. As a result of the Stock Purchase Agreement that the Company entered into on August 6, 2014 with the noncontrolling shareholders of Leaf, the Company was released from a contingent earn-out liability to those noncontrolling shareholders. The non-cash impact of the gain associated with the release of the contingent earn-out liability is recorded in "Other, net" in the Consolidated Statements of Income and "Write-off of fixed assets and other" in the Consolidated Statement of Cash Flows. • Pre-tax charge of $4.0 million relating to an other than temporary impairment ("OTTI") of an investment in the equity of TabbedOut. See Note 5, Funds Held for Customers and Investments for information on this OTTI. Income Taxes— The Company accounts for income taxes by recognizing deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statements and the tax basis of assets and liabilities using enacted tax rates. The impact on deferred assets and liabilities of a change in tax rates is recognized in the period that the rate change is enacted . Valuation allowances are recorded when it is determined that it is more likely than not that a deferred tax asset will not be realized. Share–Based Compensation— The Company expenses employee share-based payments under the fair value method. Share-based compensation cost is measured at the grant date, based on the fair value of the award, and is recognized as expense over the requisite service period. Excess tax benefits are generated when employees exercise non-qualified stock options, make disqualifying dispositions of shares acquired through their exercise of incentive stock options and vest in restricted share units. These excess tax benefits are reported as a financing cash inflow rather than a reduction of taxes paid, which is included within operating cash flows. Accordingly, cash provided by operating activities decreased and cash provided by financing activities increased by $9.6 million in 2015 , $7.5 million in 2014 and $11.6 million in 2013 related to excess tax benefits from stock-based awards. Earnings per Share— Basic earnings per share was computed by dividing net income by weighted average number of common shares outstanding during the period. Diluted earnings per share was computed based on the weighted average outstanding common shares plus equivalent shares assuming exercise of stock options and vesting of RSUs, PRSUs and TRSUs, where dilutive. Noncontrolling Interests— Noncontrolling interests represent noncontrolling shareholders' share of the equity and after-tax net loss of Leaf until the Company's August 6, 2014 acquisition of Leaf noncontrolling interests. Noncontrolling shareholders' share of after-tax net loss of Leaf is included in Net income (loss) attributable to noncontrolling interests from continuing operations in the Consolidated Statements of Income as of December 31, 2014 and 2013 . On August 6, 2014, the Company entered into a Stock Purchase Agreement with the noncontrolling shareholders of Leaf under which it acquired all shares of Leaf common stock held by the noncontrolling shareholders. Prior to August 6, 2014, the Company owned 66.67% of the outstanding capital stock of Leaf. As a result of this transaction, Leaf became a wholly-owned subsidiary |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions Campus Solutions TouchNet Information Systems, Inc. On September 4, 2014, the Company completed the acquisition of TouchNet, for a cash payment of $375 million , less a net working capital deficit, for all outstanding common shares. The purchase was funded primarily through a new five -year $375 million term loan. See Note 10, Credit Facilities for further details. The transaction was accounted for under the acquisition method of accounting. Beginning September 4, 2014, TouchNet's results of operations are included in the Company's results of operations. The fair values of the TouchNet assets acquired and liabilities assumed were estimated as of their acquisition date. The excess of the purchase price over the net assets, approximately $221.6 million , was recorded as goodwill, which is deductible for income tax reporting. Acquisition-related costs of approximately $2.3 million for advisory, legal and regulatory costs incurred in connection with the TouchNet acquisition have been expensed in general and administrative expenses. The following table summarizes the purchase price allocation (in thousands): Cash and cash equivalents $ 34,576 Receivables, net 12,243 Inventory 66 Prepaid expenses 601 Property and equipment, net 3,360 Intangible assets, net 144,400 Goodwill 221,575 Total assets acquired 416,821 Accounts payable 2,236 Accrued expenses and other liabilities 2,896 Current portion of unearned revenue 24,014 Current tax liability 13,914 Long-term portion of unearned revenue 2,037 Net assets acquired $ 371,724 The weighted average amortization life for the 2014 acquired finite lived intangible assets related to the acquisition of TouchNet is as follows: Weighted average amortization life (In years) Customer relationships 20 Software 15 Non-compete agreements 5 Trademark 5 Overall 18 The following pro forma information shows the results of the Company's operations for the year ended December 31, 2014 as if the TouchNet acquisition had occurred on January 1, 2013. The pro forma information is presented for information purposes only and is not necessarily indicative of what would have occurred if the acquisition had been made as of that date. The pro forma information is also not intended to be a projection of future results due to the integration of the acquired business. Year Ended December 31, 2014 2013 (In thousands, except share data) Total revenues $ 2,363,916 $ 2,192,298 Net income attributable to Heartland $ 34,909 $ 79,585 Basic earnings per share $ 0.96 $ 2.16 Diluted earnings per share $ 0.94 $ 2.09 Heartland School Solutions MCS Software Corporation On April 1, 2014, the Company purchased the net assets of MCS Software Corporation ("MCS Software") for a $17.3 million cash payment. The purchase price was financed under an existing credit facility and from operating cash flows. The transaction was accounted for under the acquisition method of accounting. Beginning April 1, 2014, MCS Software's results of operations are included in the Company's results of operations. The allocation of the total purchase price was as follows: $11.2 million to goodwill, $6.4 million to intangible assets and $0.3 million to net tangible liabilities. Pro forma results of operations have not been presented because the effect of this acquisition was not material. Goodwill is expected to be deductible for income tax reporting. The weighted average amortization life for the 2014 acquired finite lived intangible assets related to the acquisition of MCS Software is as follows: Weighted average amortization life (In years) Customer relationships 14 Non-compete agreement 5 Software 5 Overall 11 Heartland Payroll Solutions Payroll 1, Inc. On February 27, 2015, the Company purchased the stock of Payroll 1, Inc. ("Payroll 1") for a $30.0 million cash payment, plus net working capital. The purchase price was financed under the 2014 Revolving Credit Facility. The transaction was accounted for under the acquisition method of accounting. Beginning February 27, 2015, Payroll 1's results of operations were included in the Company's results of operations. The allocation of the total purchase price was as follows: $20.7 million to goodwill, $14.5 million to intangible assets and $4.4 million to net tangible liabilities. Pro forma results of operations have not been presented because the effect of this acquisition was not material. Goodwill is not expected to be deductible for income tax reporting. The weighted average amortization life for the 2015 acquired finite lived intangible assets related to the acquisition of Payroll 1 is as follows: Weighted average amortization life (In years) Customer relationships 13 Software 6 Non-compete agreement 4 Overall 12 Heartland Commerce Menusoft Systems Corporation On October 30, 2015, the Company purchased the stock of Menusoft Systems Corporation (a.k.a. “Digital Dining”) for a $18.7 million cash payment, plus net working capital. The purchase price was funded from a combination of operating cash and financing under the 2014 Revolving Credit Facility. The transaction was accounted for under the acquisition method of accounting. Beginning on October 30, 2015, Digital Dining's results of operations are included in the Company's results of operations. The allocation of the total purchase price was as follows: $14.7 million to goodwill, $4.7 million to intangible assets, and $0.7 million to net tangible liabilities. The fair values are preliminary, based on estimates, and may be adjusted as the Company analyzes what was known and knowable at the acquisition date, including the finalization of valuations. Pro forma results of operations have not been presented because the effect of this acquisition was not material. Goodwill is not expected to be deductible for income tax reporting. The weighted average amortization life for the 2015 acquired finite lived intangible assets related to the acquisition of Digital Dining is as follows: Weighted average amortization life (In years) Customer relationships 19 Software 15 Trademark 5 Non-compete agreement 3 Overall 17 Dinerware, LLC On February 11, 2015, the Company purchased the stock of Dinerware for a $15.0 million cash payment, plus net working capital. The purchase price was funded from a combination of operating cash and financing under the 2014 Revolving Credit Facility. The transaction was accounted for under the acquisition method of accounting. Beginning on February 11, 2015, Dinerware's results of operations are included in the Company's results of operations. The allocation of the total purchase price was as follows: $12.8 million to goodwill, $2.6 million to intangible assets, and $0.2 million to net tangible liabilities. The fair values are preliminary, based on estimates, and may be adjusted as the Company analyzes what was known and knowable at the acquisition date, including the finalization of valuations. Pro forma results of operations have not been presented because the effect of this acquisition was not material. Goodwill is not expected to be deductible for income tax reporting. The weighted average amortization life for the 2015 acquired finite lived intangible assets related to the acquisition of Dinerware is as follows: Weighted average amortization life (In years) Customer relationships 17 Software 5 Trademark 5 Non-compete agreement 3 Overall 13 pcAmerica, LLC On January 30, 2015, the Company purchased the assets of Automation, Inc. ("pcAmerica") for a $15.0 million cash payment, plus net working capital. The cash purchase price was funded from a combination of operating cash and financing under the 2014 Revolving Credit Facility. The transaction was accounted for under the acquisition method of accounting. Beginning on January 30, 2015, pcAmerica's results of operations are included in the Company's results of operations. The allocation of the total purchase price was as follows: $14.9 million to goodwill, $1.5 million to intangible assets, and $1.3 million to net tangible liabilities . The fair values are preliminary, based on estimates, and may be adjusted as the Company analyzes what was known and knowable at the acquisition date, including the finalization of valuations. Pro forma results of operations have not been presented because the effect of this acquisition was not material. Goodwill is expected to be deductible for income tax reporting. The weighted average amortization life for the 2015 acquired finite lived intangible assets related to the acquisition of pcAmerica is as follows: Weighted average amortization life (In years) Customer relationships 20 Software 5 Trademark 5 Non-compete agreement 5 Overall 14 Xpient Solutions, LLC On October 31, 2014, the Company acquired the net assets of Xpient Solutions, LLC (“Xpient”) for a cash payment of $30.0 million , plus net working capital. The purchase price was funded from a combination of operating cash and financing under the 2014 Revolving Credit Facility. The transaction was accounted for under the acquisition method of accounting. Beginning October 31, 2014, Xpient's results of operations are included in the Company's results of operations. The allocation of the total purchase price was as follows: $21.5 million to goodwill, $9.5 million to intangible assets and $3.0 million to net tangible assets. Pro forma results of operations have not been presented because the effect of this acquisition was not material. Goodwill is expected to be deductible for income tax reporting. The weighted average amortization life for the 2014 acquired finite lived intangible assets related to the acquisition of Xpient is as follows: Weighted average amortization life (In years) Customer relationships 21 Software 10 Trademark 5 Non-compete agreement 3 Overall 14 Liquor Point of Sale On February 14, 2014, the Company purchased the assets of Merchant Software Corporation (referred to as "Liquor POS") for a $3.3 million cash payment. The purchase price was funded from operating cash flows. The transaction was accounted for under the acquisition method of accounting. Beginning on February 15, 2014, Liquor POS's results of operations are included in the Company's results of operations. The allocation of the total purchase price was as follows: $2.2 million to goodwill, $1.2 million to intangible assets, and $0.1 million to net tangible liabilities. Pro forma results of operations have not been presented because the effect of this acquisition was not material. Goodwill is expected to be deductible for income tax reporting. The weighted average amortization life for the 2014 acquired finite lived intangible assets related to the acquisition of Liquor POS is as follows: Weighted average amortization life (In years) Customer relationships 10 Software 7 Non-compete agreement 5 Patents 5 Overall 9 Leaf Holdings, Inc. On September 11, 2013, the Company purchased 66.67% of the outstanding capital stock of Leaf for a $14.5 million cash payment. The purchase price was financed from operating cash flows. The transaction was accounted for under the acquisition method of accounting. Beginning on September 11, 2013, Leaf's results of operations are included in the Company's results of operations. The allocation of the total purchase price was as follows: $18.5 million to goodwill, $6.9 million to intangible assets, $4.1 million to net tangible liabilities and $6.8 million to noncontrolling interest. Pro forma results of operations have not been presented because the effect of this acquisition was not material. Goodwill is not expected to be deductible for income tax reporting. See Note 2, Summary of Significant Accounting Policies — Goodwill, for details on the Leaf goodwill and intangible asset impairment in 2014. On August 6, 2014, the Company entered into a Stock Purchase Agreement with the noncontrolling shareholders of Leaf under which it acquired all shares of Leaf common stock held by the noncontrolling shareholders. As a result of this transaction, Leaf became a wholly-owned subsidiary of the Company. The Company accounted for this transaction as additional paid-in capital on the Consolidated Balance Sheet. |
Receivables
Receivables | 12 Months Ended |
Dec. 31, 2015 | |
Receivables [Abstract] | |
Receivables | Receivables A summary of receivables by major class was as follows at December 31, 2015 and 2014: December 31, 2015 2014 (In thousands) Accounts receivable from merchants and customers $ 224,222 $ 200,912 Accounts receivable from bankcard networks 37,621 31,279 Accounts receivable from others 7,155 3,465 268,998 235,656 Less allowance for doubtful accounts (1,706 ) (1,552 ) Total receivables, net $ 267,292 $ 234,104 Included in accounts receivable from others are amounts due from employees (predominantly salespersons), which are $3.5 million and $1.6 million at December 31, 2015 and 2014 , respectively. Accounts receivable related to bankcard networks are primarily amounts due from Discover and American Express for bankcard transactions. A summary of the activity in the allowance for doubtful accounts for the three years ended December 31, 2015, 2014 and 2013 was as follows: Year Ended December 31, 2015 2014 2013 (In thousands) Beginning balance $ 1,552 $ 1,032 $ 1,438 Out-of-Period adjustment (a) — 875 — Additions to allowance 6,155 2,405 180 Charges against allowance (6,064 ) (3,426 ) (586 ) Additions for acquisitions (b) 63 666 — Ending balance $ 1,706 $ 1,552 $ 1,032 (a) See Note 1, Organization and Operations for a discussion of the Out-of-Period Adjustment. (b) Consists of allowances of businesses acquired during the years ended December 31, 2015 and 2014 . |
Funds Held for Customers and In
Funds Held for Customers and Investments | 12 Months Ended |
Dec. 31, 2015 | |
Funds Held for Payroll Customers and Investments [Abstract] | |
Funds Held for Customers and Investments | Funds Held for Customers A summary of funds held for customers and investments, including the amortized cost, gross unrealized gains (losses) and estimated fair value for investments held to maturity and investments available-for-sale by major security type and class of security were as follows at December 31, 2015 and 2014 : Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value (In thousands) December 31, 2015 Funds held for customers: Conservative income bond fund - available for sale $ 13,012 $ — $ (42 ) $ 12,970 Fixed income - municipal bonds - available for sale 13,893 18 (25 ) 13,886 Cash and cash equivalents held for customers 201,378 — — 201,378 Total funds held for customers $ 228,283 $ 18 $ (67 ) $ 228,234 Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value (In thousands) December 31, 2014 Funds held for customers: Conservative income bond fund - available for sale $ 13,012 $ — $ (16 ) $ 12,996 Fixed income - municipal bonds - available for sale 14,688 2 (51 ) 14,639 Cash and cash equivalents held for customers 148,857 — — 148,857 Total funds held for customers $ 176,557 $ 2 $ (67 ) $ 176,492 Expected maturities of the Fixed income -municipal bonds at December 31, 2015 are as follows: Total Less Than 1 Year 1 To 5 Years 5 To 10 Years (In thousands) December 31, 2015 Funds Held for Customers: Fixed income - municipal bonds - available for sale cost $ 13,893 $ 2,153 $ 11,740 $ — Fixed income - municipal bonds - available for sale estimated fair value $ 13,886 $ 2,154 $ 11,732 $ — During the fourth quarter of 2014, the Company reviewed its investment in the stock of TabbedOut and estimated that the fair value of its investment in TabbedOut was substantially impaired, and therefore, an impairment charge of $4.0 million was recorded as of December 31, 2014 and included in "Other, net" in the Consolidated Statements of Income. Besides this impairment charge, the Company did not experience any other-than-temporary losses on its other investments during the twelve months ended December 31, 2015 and 2014 . During the twelve months ended December 31, 2014 , the Company sold available for sale securities for $25.2 million and realized a gain on this sale of $0.3 million which was recognized in the Consolidated Statements of Income. |
Capitalized Customer Acquisitio
Capitalized Customer Acquisition Costs, Net | 12 Months Ended |
Dec. 31, 2015 | |
Capitalized Customer Acquisition Costs, Net [Abstract] | |
Capitalized Customer Acquisition Costs, Net | Capitalized Customer Acquisition Costs, Net A summary of net capitalized customer acquisition costs as of December 31, 2015 and 2014 was as follows: December 31, 2015 2014 (In thousands) Capitalized signing bonuses $ 118,816 $ 98,879 Less accumulated amortization (54,539 ) (47,238 ) 64,277 51,641 Capitalized customer deferred acquisition costs 64,310 54,583 Less accumulated amortization (39,592 ) (33,117 ) 24,718 21,466 Capitalized customer acquisition costs, net $ 88,995 $ 73,107 A summary of net capitalized customer acquisition costs for the three years ended December 31, 2015, 2014 and 2013 was as follows: Year Ended December 31, 2015 2014 2013 (In thousands) Balance at beginning of period $ 73,107 $ 61,027 $ 56,425 Plus additions to: Capitalized signing bonuses, net 48,289 38,875 29,091 Capitalized customer deferred acquisition costs 28,562 24,831 21,159 76,851 63,706 50,250 Less amortization expense on: Capitalized signing bonuses, net (35,653 ) (30,345 ) (27,767 ) Capitalized customer deferred acquisition costs (a) (25,310 ) (21,281 ) (17,881 ) (60,963 ) (51,626 ) (45,648 ) Balance at end of period $ 88,995 $ 73,107 $ 61,027 ( a) Includes $0.2 million net charge for the year ended December 31, 2015 related to the sale of SmartLink included in "Gain on sale of assets" in the Consolidated Statements of Income. Net signing bonus adjustments from estimated amounts to actual were $(5.1) million , $(4.0) million , and $(3.7) million , respectively, for the years ended December 31, 2015 , 2014 and 2013 . Net signing bonus adjustments are netted against additions in the table above. Negative signing bonus adjustments occur when the actual gross margin generated by the merchant contract during the first year is less than the estimated gross margin for that year, resulting in the overpayment of the up-front signing bonus and would be recovered from the relevant salesperson. Positive signing bonus adjustments result from the prior underpayment of signing bonuses and would be paid to the relevant salesperson. Fully amortized signing bonuses of $28.0 million , $26.7 million and $27.8 million , respectively, were written off during the three years ended December 31, 2015 , 2014 , and 2013 . In addition, fully amortized customer deferred acquisition costs of $18.8 million , $15.5 million and $13.7 million , respectively, were written off during the three years ended December 31, 2015 , 2014 and 2013 . The Company believes that no impairment of capitalized customer acquisition costs has occurred as of December 31, 2015 , 2014 and 2013. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment, Net [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net A summary of property and equipment, net as of December 31, 2015 and 2014 is as follows: December 31, 2015 2014 (In thousands) Computer hardware and software $ 225,988 $ 196,170 Building 55,095 54,998 Furniture, fixtures and equipment 23,836 18,895 Leasehold improvements 17,360 11,966 Land 7,523 7,471 329,802 289,500 Less accumulated depreciation (163,110 ) (135,197 ) $ 166,692 $ 154,303 Depreciation expense for the three years ended December 31, 2015 , 2014 and 2013 was $43.4 million , $36.4 million and $30.1 million , respectively. Total cost of assets not yet placed into service included in property and equipment at December 31, 2015 and 2014 were $20.6 million and $25.8 million , respectively. During the years ended December 31, 2015 , 2014 , and 2013 the amount of capitalized costs for internally developed projects amounted to $36.9 million , $40.3 million , and $38.4 million , respectively. During the years ended December 31, 2015 , 2014 , and 2013 , the amounts of capitalized costs for internally developed projects placed in service were $39.7 million , $36.5 million , and $25.7 million , respectively. As of December 31, 2015 and 2014 there were $61.3 million and $53.0 million , respectively, of net capitalized costs for internally developed projects placed into service. The estimated depreciation expense related to capitalized costs for internally developed projects placed in service for the next five years is as follows: For the Years Ended December 31, (In thousands) 2016 $ 30,297 2017 19,853 2018 8,314 2019 1,602 2020 894 Thereafter 296 $ 61,256 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | Intangible Assets and Goodwill Intangible Assets — Intangible assets consisted of the following as of December 31, 2015 and 2014: December 31, 2015 Amortization Life and Method Gross Assets Accumulated Amortization Net Asset (In thousands) Finite Lived Assets: Customer relationships $ 179,178 $ 33,896 $ 145,282 5 to 21 years—proportional cash flow Merchant portfolios 4,214 3,545 669 7 years—proportional cash flow Software 52,111 7,737 44,374 3 to 15 years—straight line Non-compete agreements 4,776 2,549 2,227 3 to 5 years—straight line Other 6,286 1,615 4,671 5 to 9 years—straight line $ 246,565 $ 49,342 $ 197,223 December 31, 2014 Amortization Life and Method Gross Assets Accumulated Amortization Net Asset (In thousands) Finite Lived Assets: Customer relationships $ 159,925 $ 22,011 $ 137,914 6 to 21 years—proportional cash flow Merchant portfolios 4,214 3,161 1,053 7 years—proportional cash flow Software 58,377 13,300 45,077 1 to 15 years—straight line Non-compete agreements 5,947 2,830 3,117 5 years—straight line Other 5,800 408 5,392 5 to 9 years—straight line $ 234,263 $ 41,710 $ 192,553 Amortization expense related to the intangible assets was $20.1 million , $13.3 million and $9.0 million for the years ended December 31, 2015 , 2014 and 2013 , respectively. The estimated amortization expense related to intangible assets for the next five years is as follows: For the Years Ended December 31, (In thousands) 2016 $ 19,323 2017 17,786 2018 15,975 2019 14,528 2020 12,715 Thereafter 116,896 $ 197,223 Goodwill — The changes in the carrying amount of goodwill by segment for the years ended December 31, 2015, 2014 and 2013 were as follows: Payment Processing Campus Solutions Heartland School Solutions Heartland Payroll Solutions Leaf Other (c) Total Balance at January 1, 2013 $ 43,701 $ 33,679 $ 53,350 $ 30,831 $ — $ 6,501 $ 168,062 Goodwill acquired during the period — — — — 20,619 — 20,619 Other (a) — 2,110 — 187 — — 2,297 Balance at December 31, 2013 43,701 35,789 53,350 31,018 20,619 6,501 190,978 Goodwill acquired during the period — 222,076 13,592 — — 22,633 258,301 Goodwill impairment (b) — — — — (18,490 ) — (18,490 ) Other (a) — (528 ) (2,420 ) — (2,129 ) — (5,077 ) Balance at December 31, 2014 43,701 257,337 64,522 31,018 — 29,134 425,712 Goodwill acquired during the period — — — 21,915 — 42,659 64,574 Other (a) — 26 — (1,180 ) 888 (266 ) Balance at December 31, 2015 $ 43,701 $ 257,363 $ 64,522 $ 51,753 $ — $ 72,681 $ 490,020 (a) Reflects adjustments to preliminary allocations of purchase price within the measurement period. (b) See Note 2, Summary of Significant Accounting Policies — Goodwill, for a discussion of Goodwill and Asset Impairments. (c) Other includes Micropayments, Heartland Commerce and Heartland Marketing Solutions. The percentage of total reportable segments' assets comprised of goodwill as of December 31, 2015, 2014, and 2013 are as follows: Percent of Goodwill to Reportable Segments' Total Assets 2015 2014 2013 Payment Processing 7.4% 8.3% 8.4% Campus Solutions 54.2% 50.8% 43.8% Heartland School Solutions 81.1% 76.3% 67.9% Heartland Payroll Solutions 18.4% 15.9% 20.1% Leaf —% —% 52.3% Other 64.2% 46.7% 37.7% |
Processing Liabilities
Processing Liabilities | 12 Months Ended |
Dec. 31, 2015 | |
Processing Liabilities and Loss Reserves [Abstract] | |
Processing Liabilities | Processing Liabilities Processing liabilities result primarily from the Company's card processing activities and include merchant deposits maintained to offset potential liabilities arising from merchant chargebacks. A summary of processing liabilities and loss reserves was as follows at December 31, 2015 and 2014 : December 31, 2015 2014 (In thousands) Merchant bankcard processing $ 144,095 $ 109,361 Merchant deposits 7,088 6,655 Loss reserves 1,005 3,382 $ 152,188 $ 119,398 The Company's merchants have the liability for any charges properly reversed by the cardholder through a mechanism known as a chargeback. If the merchant is unable to pay this amount, the Company will be liable to the card brand networks for the reversed charges. The Company has determined that the fair value of its obligation to stand ready to perform is minimal. The Company requires personal guarantees and merchant deposits from certain merchants to minimize its obligation. The card brand networks generally allow chargebacks within four months after the later of (1) the date the transaction is processed, or (2) the delivery of the product or service to the cardholder. As the majority of the Company's SME merchant transactions involve the delivery of the product or service at the time of the transaction, a reasonable basis for determining an estimate of the Company's exposure to chargebacks is the last four months' processing volume on the SME portfolio, which was $31.8 billion and $27.8 billion for the four months ended December 31, 2015 and 2014 , respectively. However, for the four months ended December 31, 2015 , 2014 and 2013 the Company was presented with $18.0 million , $16.0 million and $11.7 million , respectively, in chargebacks by issuing banks. In the years ended December 31, 2015 , 2014 , and 2013 the Company incurred merchant losses of $2.9 million , $7.3 million and $3.1 million , respectively, or 0.31 basis points, 0.90 basis points and 0.41 basis points, respectively, on total SME card processing volumes processed of $93.1 billion , $81.1 billion and $74.6 billion , respectively. In 2014, the Company's losses included $4.6 million resulting from chargebacks from a single merchant who entered bankruptcy in the fourth quarter. These losses are included in processing and servicing costs in the Company's Consolidated Statements of Income. The loss recorded by the Company for chargebacks associated with any individual merchant is typically small, due both to the relatively small size and the processing profile of the Company's SME merchants. However, from time to time the Company will encounter instances of merchant fraud, and the resulting chargeback losses may be considerably more significant to the Company. The Company has established a contingent reserve for estimated currently existing credit and fraud losses on its Consolidated Balance Sheets, amounting to $1.0 million at December 31, 2015 and $3.4 million at December 31, 2014 . This reserve is determined by performing an analysis of the Company's historical loss experience applied to current processing volumes and exposures. A summary of the activity in the loss reserve for the years ended December 31, 2015, 2014, and 2013 was as follows: Year Ended December 31, 2015 2014 2013 (In thousands) Beginning balance $ 3,382 $ 1,505 1,955 Additions to reserve 2,852 9,650 2,738 Charges against reserve (a) (5,229 ) (7,773 ) (3,188 ) Ending balance $ 1,005 $ 3,382 1,505 (a) Includes $4.6 million of merchant losses as a result of chargebacks from a single merchant who entered bankruptcy in the fourth quarter of 2014 Chargeback losses originating from Network Services' bankcard processing on Passport during the years ended December 31, 2015 , 2014 and 2013 were immaterial. |
Credit Facilities
Credit Facilities | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Credit Facilities | Credit Facilities On September 4, 2014, the Company entered into an amended and restated senior secured credit facility (the "2014 Credit Agreement") with Bank of America, N.A., as administrative agent, and certain lenders who are a party to the 2014 Credit Agreement. This 2014 Credit Agreement replaces the Company's October 2013 Credit Agreement (the "2013 Credit Agreement”). Credit extended under the 2014 Credit Agreement is guaranteed by the Company's subsidiaries and is secured by substantially all of the Company's assets and the assets of the Company's subsidiaries. The 2014 Credit Agreement provides for a revolving credit facility in the aggregate amount of up to $400 million (the “2014 Revolving Credit Facility”) and a term loan in an aggregate principal amount of $375 million (the “2014 Term Credit Facility”). The 2014 Revolving Credit Facility includes up to $35 million that may be used for the issuance of letters of credit and up to $35 million that is available for swing line loans. All principal and interest not previously paid on the 2014 Revolving Credit Facility will mature and be due and payable on September 4, 2019. The 2014 Term Credit Facility amortizes on a quarterly basis as follows, with the remaining principal balance due on September 4, 2019: (i) 5% of the initial 2014 Term Credit Facility to be payable in each of the first three years, (ii) 7.5% of the initial 2014 Term Credit Facility to be payable in the fourth year and (iii) 10% of the initial 2014 Term Credit Facility to be payable in the fifth year. The 2014 Term Credit Facility is also subject to mandatory prepayment from the net cash proceeds of certain asset dispositions, casualty or condemnation events, issuance of indebtedness and extraordinary receipts. Subject to the terms and conditions of the 2014 Credit Agreement, without the consent of the then existing lenders (but subject to the receipt of commitments), the 2014 Revolving Credit Facility may be increased and new incremental term loans may be issued in an aggregate principal amount of up to $150 million for all such increases under the 2014 Revolving Credit Facility and new term loans, subject to certain minimum threshold amounts. On September 4, 2014, the Company borrowed $375 million under the 2014 Term Credit Facility and used that amount to fund the TouchNet Acquisition (See Note 3, Acquisitions). At December 31, 2015 , the Company had $352 million outstanding under the 2014 Term Credit Facility. The 2014 Credit Agreement contains covenants which include: maintenance of certain leverage and fixed charge coverage ratios; limitations on the Company's indebtedness, liens on the Company's properties and assets, investments in, and loans to other business units, the Company's ability to enter into business combinations and asset sales; and certain other financial and non-financial covenants. These covenants also apply to certain Company subsidiaries. The Company was in compliance with these covenants as of December 31, 2015 and 2014 , respectively. The Company had $130.0 million and $189.5 million outstanding debt under its 2014 Revolving Credit Facility as of December 31, 2015 and 2014 , respectively. Under the terms of the 2014 Credit Agreement, the Company may borrow, at its option, at interest rates equal to one, two, three or six month adjusted LIBOR rates , or equal to the greater of the prime rate, the federal funds rate plus 0.50% and the adjusted LIBOR rate plus 1% , in each case plus a margin determined by the Company's current leverage ratio. The weighted average interest rate at December 31, 2015 was 2.5% . Total fees and direct costs paid for the Company's credit facilities as of December 31, 2015 were $4.6 million , including $3.5 million paid on September 4, 2014. These costs are being amortized to interest expense over the life of the Credit Agreement. |
Accrued Buyout Liability
Accrued Buyout Liability | 12 Months Ended |
Dec. 31, 2015 | |
Accrued Buyout Liability [Abstract] | |
Accrued Buyout Liability | Accrued Buyout Liability A summary of the accrued buyout liability was as follows as of December 31, 2015 and 2014: December 31, 2015 2014 (In thousands) Vested Relationship Managers and sales managers $ 58,131 $ 46,301 Unvested Relationship Managers and sales managers 1,718 1,692 59,849 47,993 Less current portion (18,549 ) (15,023 ) Long-term portion of accrued buyout liability $ 41,300 $ 32,970 In calculating the accrued buyout liability for unvested Relationship Managers and sales managers, the Company has assumed that 31% of the unvested Relationship Managers and sales managers will vest in the future, which represents the Company’s historical ves ting rate. A 5% increase to 36% in th e expected vesting rate would have increased the accrued buyout liability for unvested Relationship Managers and sales managers by $0.3 million and $0.2 million at December 31, 2015 and 2014 , respectively. A summary of the activity in the accrued buyout liability for the three years ended December 31, 2015, 2014, and 2013 was as follows: Year Ended December 31, 2015 2014 2013 (In thousands) Beginning balance $ 47,993 $ 39,379 $ 35,410 Increase in settlement obligation, net 27,264 20,182 17,620 Buyouts (15,408 ) (11,568 ) (13,651 ) Ending balance $ 59,849 $ 47,993 $ 39,379 The Company buys out portfolio equity regularly. During the years ended 2015 , 2014 and 2013 , the Company made total buyout payments of approximately $15.4 million , $11.6 million and $13.7 million , respectively. Residual commission expense is recorded in Processing and servicing costs on the Consolidated Statement of Income. The amount of future annual reductions in residual commission expense will be impacted by any additional portfolio equity buyouts and merchant attrition. Partially offsetting the impact of these buyouts are increases in the settlement obligation due to new SME merchant account signings, as adjusted for changes in same-store sales growth, changes in gross margin for existing merchant relationships and the impact of SME merchant attrition. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders' Equity Common Stock Repurchases. Open Repurchase Authorization. On May 8, 2014, the Company's Board of Directors authorized the repurchase of up to $75 million of the Company's outstanding common stock. As of December 31, 2015 , the Company has not repurchased any shares under the May 8, 2014 authorization. Completed Repurchase Authorizations. On November 2, 2012, the Company's Board of Directors authorized the repurchase of up to $50 million of the Company's outstanding common stock. Repurchases under the November 2, 2012 authorization were completed during the second quarter of 2013. On May 8, 2013, the Company's Board of Directors authorized the repurchase of up to $75 million of the Company's outstanding common stock. These repurchases were completed during the second quarter of 2014. Repurchases under these programs were made through the open market in accordance with applicable laws and regulations. The Company intends to fund any repurchases with cash flow from operations, existing cash on the balance sheet, and other sources including the Company's 2014 Revolving Credit Facility (as defined in Note 10 herein). The manner, timing and amount of repurchases, if any, will be determined by management and will depend on a variety of factors, including price, corporate and regulatory requirements, market conditions and other corporation liquidity requirements. The repurchase program may be modified or discontinued at any time. Under the Merger Agreement, repurchase activity after December 15, 2015 is limited to repurchases made to satisfy tax withholding amounts arising from stock option exercises or vesting of restricted shares. See Note 1. Organization and Operation - Agreement and Plan of Merger for more detail regarding this transaction. A summary of repurchase activity under these authorizations is as follows: Repurchase Programs by Authorization Date November 2012 May 2013 May 2014 Total Activity For the Year ended December 31, 2015 Shares repurchased — — — — Cost of shares repurchased (in thousands) — — — — Average cost per share — — — — Remaining authorization (in thousands) — — $75,000 $75,000 Activity For the Year ended December 31, 2014 Shares repurchased — 1,347,817 — 1,347,817 Cost of shares repurchased (in thousands) — $54,455 — $54,455 Average cost per share — $40.40 — $40.40 Activity For the Year ended December 31, 2013 Shares repurchased 952,183 534,600 — 1,486,783 Cost of shares repurchased (in thousands) $29,813 $20,488 — $50,301 Average cost per share $31.31 $38.32 — $33.83 The Company's Board of Directors previously resolved to retire all common shares repurchased and include the retired shares in the authorized and unissued shares of the Company. At the time of share retirement, the excess of the purchase price of the treasury stock over the stated value is allocated between additional paid-in-capital and retained earnings. It is expected that future retirements of common shares repurchased will be recorded as repurchase authorizations are completed. Dividends on Common Stock. During the years ended 2015 , 2014 and 2013 , the Company's Board of Directors declared dividends of $0.40 , $0.34 and $0.28 per share of common stock, respectively. During the years ended 2015 , 2014 and 2013 , the Company paid cash dividends of $14.7 million , $12.3 million and $10.3 million , respectively. On February 2, 2016, the Company's Board of Directors declared a quarterly cash dividend of $0.10 per share of common stock, payable on March 15, 2016 to stockholders of record as of March 1, 2016 . |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The provision for income taxes for the three years ended December 31, 2015, 2014, and 2013 consists of the following: Year Ended December 31, 2015 2014 2013 Continuing Operations: (in thousands) Current: Federal $ 40,260 $ 31,240 $ 31,326 State 4,663 3,174 4,810 Deferred: Federal 6,540 5,733 8,766 State 1,880 1,729 1,548 Total provision for income taxes from continuing operations $ 53,343 $ 41,876 $ 46,450 The differences in federal income taxes provided from continuing operations and the amounts determined by applying the federal statutory tax rate of 35% to income before income taxes for the three years ended December 31, 2015, 2014, and 2013 are: Year Ended December 31, 2015 2014 2013 % Amount % Amount % Amount (In thousands) (In thousands) (In thousands) U.S. federal income tax at statutory rate 35.00 % $ 48,326 35.00 % $ 25,811 35.00 % $ 42,193 U.S. state and local income taxes, net 3.48 % 4,802 4.21 % 3,103 3.26 % 3,932 Valuation allowance (1.07 )% (1,484 ) 9.85 % 7,265 0.60 % 724 Goodwill impairment — % — 8.78 % 6,471 — % — Nondeductible expenses 1.50 % 2,081 0.82 % 609 0.52 % 621 U.S. tax on foreign income, net — % — 0.15 % 113 — % — Other (0.28 )% (382 ) (0.05 )% (33 ) 0.34 % 415 Research and development credit, net — % — (0.28 )% (209 ) (1.19 ) (1,435 ) Release of earn-out liability — % — (1.70 )% (1,254 ) — % — Provision for income taxes from continuing operations 38.63 % $ 53,343 56.78 % $ 41,876 38.53 % $ 46,450 On January 2, 2013, the American Taxpayer Relief Act of 2012 ("ATR Act") was enacted which included an extension of the federal research and development credit retroactively to 2012 and prospectively for 2013. The effect of the research and development credit for 2012 is being reflected in 2013 in conjunction with the filing of the Company’s 2012 tax return. The effect of the estimated research and development credit for 2013 is also reflected in 2013. On December 19, 2014, the Tax Increase Prevention Act of 2014 was enacted which included an extension of the federal research and development credit retroactively for one year and is reflected in 2014. The Company recorded a liability of approximately $6.6 million , $7.3 million and $5.6 million for total gross unrecognized tax benefits of which approximately $4.5 million , $4.9 million and $3.8 million as of December 31, 2015 , 2014 and 2013 , respectively, would impact the effective tax rate. The Company does not expect any significant changes within the next twelve months in its unrecognized tax benefits. A reconciliation of the beginning and ending amount of unrecognized tax benefits for the years ended December 31, 2015, 2014, and 2013 is as follows: Year Ended December 31, 2015 2014 2013 (In thousands) Balance at January 1, $ 7,315 $ 5,633 $ 3,069 Additions based on tax positions related to the current year 476 1,693 2,681 Lapse of statute of limitations (925 ) (11 ) (117 ) Settlements (267 ) — — Balance at December 31, $ 6,599 $ 7,315 $ 5,633 The Company accrues interest related to uncertain tax positions in interest expense and accrues penalties in general and administrative expense. At December 31, 2015 , 2014 and 2013 , the Company had an accrued interest liability on uncertain tax positions of approximately $0.8 million , $0.7 million , and $0.4 million , respectively. During 2015 , 2014 and 2013 , the Company recognized approximately $0.2 million in each year, respectively, of interest expense related to uncertain tax positions. The Company does not expect to be assessed any penalties on its uncertain tax positions. The tax years ended December 31, 2012, 2013 and 2014 remain subject to examination by the U.S. Internal Revenue Service and the Company is no longer subject to state income tax examinations prior to 2010. The State of California has finalized our Protest of Proposed Assessments for the years 2004 to 2008 and we have received revised assessments which are acceptable as a resolution of this examination. The Company is currently under examination in Connecticut, New York, and Minnesota and does not expect that its state liability will significantly increase or decrease during the next twelve months. The Company files income tax returns in all states where required. During 2015 and 2014 , the Company recorded current tax assets reflecting excess tax benefits of $9.6 million and $7.5 million , respectively, resulting from employees exercising non-qualified stock options, making disqualifying dispositions of shares acquired through their exercise of incentive stock options, and vesting of restricted share units. The Company classified the $9.6 million and $7.5 million of excess tax benefits for 2015 and 2014 , respectively, as cash inflows from financing activities and cash outflows from operating activities in its Consolidated Statement of Cash Flows. The net deferred tax asset (liability) was comprised of the following at December 31, 2015 and 2014: December 31, 2015 2014 Deferred tax assets: (In thousands) Merchant contract costs $ 14,155 $ 10,689 Loss reserve and accounts receivable allowance 543 1,513 Share-based compensation 7,800 8,096 FIN No. 48 deferred tax reserve-state tax 2,509 2,640 Other comprehensive income — 54 Net operating loss carry-forward 10,987 12,492 Reserve for litigation — 272 State net operating loss carry-forwards 32 32 Deferred revenue 1,185 — Capital loss carry-forward 1,616 1,616 Deferred compensation 5,850 1,482 Deferred state tax assets 2,389 1,552 Intangibles — 1,349 Unearned rent 581 141 Other 626 943 Deferred tax assets 48,273 42,871 Less valuation allowance (6,504 ) (7,989 ) Net deferred tax assets 41,769 34,882 Deferred tax liabilities: Capitalized signing bonus 25,846 20,716 Software development 31,817 29,589 Property and equipment 5,677 3,337 Goodwill 25,953 17,736 Intangibles 3,759 — Deferred tax liabilities 93,052 71,378 Net deferred tax liabilities (51,283 ) (36,496 ) Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. Significant judgment is required in the evaluation of the deferred tax benefits and differences in future results from management’s estimates could result in material differences in the realization of these assets. In the fourth quarter 2014, the Company determined the investment in TabbedOut to be significantly less in fair value as compared to the carrying value. As a result, the Company recorded a deferred tax asset in the amount of $1.6 million for unrealized capital losses and a 100% valuation allowance against the deferred tax that the Company may not realize due to the requirement that capital losses may only be offset against capital gains. The Company will continue to carry the valuation allowance until such time as it believes that these deferred tax assets are more-likely-than-not to be realized. On September 11, 2013, the Company purchased 66.67% of the outstanding capital stock of Leaf. On August 6, 2014 the Company acquired the remaining 33.33% of the outstanding common stock shares of Leaf. Because Leaf was less than 80% owned, it could not be consolidated for tax purposes and during the periods prior to 100% ownership was required to file a separate tax return. As of December 31, 2014, management had provided a 100% valuation allowance against its deferred tax assets resulting from its net operating loss carryforwards since Leaf recorded cumulative net operating losses in recent years. During the year ended December 31, 2015, the Company determined that it was appropriate to release $1.5 million of valuation allowance due to acquisitions that generated future taxable income from the amortization of finite lived intangibles. For the period beginning on and after August 6, 2014, the Company intends to utilize the losses generated from Leaf against consolidated taxable income. On December 31, 2012, the Company acquired Ovation and its $23.2 million of net operating losses (“NOLs”). This acquisition was a “change of ownership” within the meaning of Section 382 of the Internal Revenue Code, and, as a result such NOLs are subject to an annual limitation. Based upon the historical taxable income and projections for future taxable income over periods in which these NOLs will be deductible, the Company believes that it is more likely than not that the Company will be able to fully utilize these NOLs before the carry-forward periods begin to expire in fiscal 2023 and therefore a valuation allowance is not required. |
Stock Incentive Plans
Stock Incentive Plans | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Incentive Plans | Stock Incentive Plans In May 2010, the Company approved the Amended and Restated 2008 Equity Incentive Plan (the "2008 Plan") under which it has granted stock options and Restricted Share Units including service-based RSUs, performance-based RSUs (“PRSUs”), and total shareholder return RSUs (“TRSUs”). The maximum number of share awards which may be granted under the Amended and Restated 2008 Equity Incentive Plan is 7,700,000 , of which 1,297,064 stock options, 1,882,468 RSUs and 1,041,161 PRSUs and TRSUs were granted from 2010 through year end December 31, 2015 . The stock options and Restricted Share Units granted during this time generally vest over four years, while the PRSUs and TRSUs will vest only if, over the term of these grants, performance targets are achieved. At December 31, 2015 , 4,749,434 shares of the 7,700,000 authorized shares of common stock reserved for issuance under the Amended and Restated 2008 Equity Incentive Plan remain available for future grant. Stock options were granted with terms of five years and an exercise price equal to the closing market price on the date of grant. The total intrinsic value of stock options exercised under the 2008 Plan during 2015, 2014 and 2013 was $7.1 million , $15.1 million and $27.9 million , respectively. No stock options were granted during the years ended December 31, 2015, 2014 and 2013. The total intrinsic value of Restricted Share Units vested under the 2008 Plan during 2015, 2014 and 2013 was $45.9 million , $19.8 million and $17.0 million , respectively. The Company expenses employee share-based payments under the fair value method. Share-based compensation cost is measured at the grant date, based on the fair value of the award, and is recognized as expense over the requisite service period. The closing price of the Company's common stock on the grant date equals the grant date fair value of unvested service-based RSUs and PRSUs. A lattice valuation model was applied to measure the grant date fair value of TRSUs. Amounts the Company recognized in its consolidated financial statements for the years ended December 31, 2015, 2014, and 2013 with respect to these share-based plans were as follows: Year Ended December 31, 2015 2014 2013 (In thousands) Compensation expense recognized on share-based plans before income tax benefit $ 21,262 $ 13,269 $ 12,838 Related income tax benefit recognized in the income statement 9,483 5,175 4,981 Cash received from stock option exercises 2,910 6,109 14,174 Excess tax benefit recorded for tax deductions resulting from the exercise of stock options 9,634 7,524 11,596 Tax benefit realized as reductions of estimated tax payments during the period 5,740 4,179 8,587 Restricted Share Units . The Company grants three types of Restricted Share Units (“RSUs”), service-based RSUs, performance-based RSUs (“PRSUs”), and total shareholder return RSUs (“TRSUs”). At December 31, 2015 , there was a total of $36.3 million of unrecognized compensation expense related to Restricted Share Units. In the fourth quarters of 2013, 2014 and 2015, the Compensation Committee of the Company's Board of Directors approved grants of PRSUs having rights to earn 0% to 250% of a target number of shares of the Company’s common stock depending on the achievement of grant-specific performance targets and service vesting as shown in the following table: Performance Awards by Grant Date 4th Quarter 2013 4th Quarter 2014 4th Quarter 2015 PRSUs granted at target 115,223 47,421 50,613 % of Target shares earned (a) (a) (a) Vesting during 2017 50% Vesting during 2018 50% 50% Vesting during 2019 — 50% 50% Vesting during 2020 50% Grant Performance Target (b) (c) (d) (a) PRSUs are still in the performance period. (b) The target number of shares for these PRSUs will be earned only if the Company achieves a pro forma diluted earnings per share growth rate of forty percent ( 40 )% over the three-year period ending December 31, 2016. Shares actually earned could range from 0% to 250% of target determined by the actual growth rate achieved over the three -year period ending December 31, 2016. The Company has recorded expense on these PRSUs based on achieving the 40% target. (c) The target number of shares for these PRSUs will be earned only if the Company achieves a pro forma diluted earnings per share growth rate of forty percent ( 40 )% over the three-year period ending December 31, 2017. Shares actually earned could range from 0% to 225% of target determined by the actual growth rate achieved over the three -year period ending December 31, 2017.The Company has recorded expense on these PRSUs based on achieving the 40% target. (d) The target number of shares for these PRSUs will be earned only if the Company achieves aggregate diluted earnings per share growth rate of thirty percent ( 30 )% over the three-year period ending December 31, 2018. Shares actually earned could range from 0% to 250% of target determined by the actual growth rate achieved over the three -year period ending December 31, 2018. The Company has recorded expense on these PRSUs based on achieving the 30% target. Pro forma diluted earnings per share for (b), (c) and (d) performance targets are calculated excluding non-operating gains and losses, if any, and excluding the after-tax impact of share-based compensation expense. The closing price of the Company's common stock on the grant date equals the grant date fair value of these nonvested Restricted Share Units awards and will be recognized as compensation expense over their vesting periods. In the fourth quarters of 2013 and 2014, the Compensation Committee of the Company's Board of Directors approved grants of TRSUs having rights to earn 0% to 200% of a target number of shares of the Company’s common stock depending on the achievement of grant-specific measures of total shareholder returns and service vesting as summarized below: In the fourth quarter of 2013, the Compensation Committee approved target grants of 57,598 Relative TRSUs. These Relative TRSUs are nonvested share awards for which vesting percentages and ultimate number of units vesting will be calculated based on the total shareholder return of the Company's common stock as compared to the total shareholder return of 91 peer companies. The payout schedule can produce vesting percentages ranging from 0% to 200% . Total shareholder return will be calculated based upon the average closing price for the 30 calendar day period ending December 6, 2016, divided by the closing price on December 6, 2013. The target number of units is based on achieving a total shareholder return equal to the 65 th percentile of the peer group. The Company recorded expense on these Relative TRSUs based on achieving the target. A lattice valuation model was applied to measure the grant date fair value of these Relative TRSUs. In the fourth quarter of 2013, the Compensation Committee approved target grants of 59,533 Absolute Total Shareholder Return Restricted Share Units (referred to as “Absolute TRSUs”). These Absolute TRSUs are nonvested share awards for which vesting percentages and ultimate number of units vesting will be calculated based on the three or four year total shareholder return of the Company's common stock. The payout schedule can produce vesting percentages ranging from 0% to 200% . Total shareholder return will be calculated based upon the average closing price for the 30 calendar day period ending December 6, 2016 or December 6, 2017, divided by the closing price on December 6, 2013. The target number of units is based on achieving a total shareholder return of 33% over three years or 46% over four years. The Company recorded expense on these Absolute TRSUs based on achieving the target. A lattice valuation model was applied to measure the grant date fair value of these Absolute TRSUs. In the fourth quarter of 2014, the Compensation Committee approved target grants of 52,321 Absolute TRSUs. These Absolute TRSUs are nonvested share awards for which vesting percentages and ultimate number of units vesting will be calculated based on the Company's three or four year total shareholder return of our common stock. The payout schedule can produce vesting percentages ranging from 0% to 200% . Total shareholder return will be calculated based upon the average closing price for the 30 calendar day period ending December 18, 2017 or December 18, 2018, divided by the closing price on December 18, 2014. The target number of units is based on achieving a total shareholder return of 33% over three years or 46% over four years. The Company recorded expense on these Absolute TRSUs based on achieving the target. A lattice valuation model was applied to measure the grant date fair value of these Absolute TRSUs. In the fourth quarter of 2012, the Compensation Committee approved target grants of 72,345 Relative Total Shareholder Return Restricted Share Units (referred to as “Relative TRSUs”). These Relative TRSUs were nonvested share awards for which vesting percentages and ultimate number of units vesting were calculated based on the total shareholder return of the Company's common stock as compared to the total shareholder return of 86 peer companies. The target number of units would vest if the Company achieved a total shareholder return equal to the 65 th percentile of the peer group. The payout schedule could produce vesting percentages ranging from 0% to 225% of target. Actual total shareholder return achieved relative to the peer group, which was calculated based upon the average closing price for the 30 calendar day period ending December 9, 2015 divided by the closing price on December 10, 2012, resulted in a vesting percentage of approximately 172% of target. The Company recorded share-based compensation expense on these Relative TRSUs over the service period based on the grant date fair value of the award. A lattice valuation model was applied to measure the grant date fair value of these Relative TRSUs. Certain Impacts of the Merger Agreement on Vesting of Share-Based Awards . All unvested share-based awards would become vested and be settled at the close of the transaction contemplated by the Merger Agreement. Any performance-based vesting condition will be deemed to have been satisfied at maximum or target levels, depending on whether the award was granted prior to or after December 1, 2015, respectively. Any unrecognized compensation expense related to Restricted Share Units would be recognized at the close of the transaction. See Note 1. Organization and Operation - Agreement and Plan of Merger for more detail regarding this transaction. In December 2015, the Company accelerated the vesting of 2016 vesting tranches for selected equity awards held by eight of its executive officers so that these awards vested on December 22, 2015. The value of these awards, based on the closing price of the Company's common stock on December 22, 2015 of $95.02 , was $8.3 million . Under FASB ASC Topic 718, this acceleration of 2016 vesting tranches qualifies as a Type I Modification to vesting terms which requires acceleration of expense at original grant date fair value. This action resulted in the acceleration of $1.7 million of share-based compensation expense from 2016 to 2015. Share-Based Plan Activity. During 2015 and 2014 , employees exercised 183,493 and 453,001 stock options, respectively, to acquire the Company's common stock, generating $2.9 million and $6.1 million of stockholders' equity from the exercises and $9.6 million and $7.5 million of stockholders' equity related to tax deductions, which accrued to the Company as employees exercised non-qualified stock options, or made disqualifying dispositions of shares acquired through the exercise of incentive stock options. Stock option and restricted share activity in the Company's share-based plans during 2013 , 2014 and 2015 was as follows: Stock Options Restricted Share Units Combined Shares Weighted-Average Exercise Price Shares Weighted-Average Grant Price Shares Weighted-Average Exercise/ Grant Price Options outstanding 4,230,187 $ 17.39 1,464,636 $ 22.31 5,694,823 $ 18.65 Issued — $ — 491,542 $ 42.50 491,542 $ 42.50 Exercised/vested (1,264,825 ) $ 11.21 (502,225 ) $ 18.72 (1,767,050 ) $ 13.34 Forfeited/cancelled (2,283,218 ) $ 21.84 (98,451 ) $ 23.88 (2,381,669 ) $ 21.92 Outstanding at 682,144 $ 14.26 1,355,502 $ 30.83 2,037,646 $ 25.29 Options exercisable 394,252 $ 13.20 — $ — 394,252 $ 13.20 Issued — $ — 429,591 $ 51.20 429,591 $ 51.20 Exercised/vested (453,001 ) $ 13.49 (457,232 ) $ 25.00 (910,233 ) $ 19.27 Forfeited/cancelled (30,250 ) $ 12.51 (87,142 ) $ 30.78 (117,392 ) $ 26.07 Outstanding at 198,893 $ 16.13 1,240,719 $ 38.49 1,439,612 $ 35.40 Options exercisable 187,643 $ 15.76 — $ — 187,643 $ 15.76 Issued — $ — 518,517 $ 67.82 518,517 $ 67.82 Exercised/vested (183,493 ) $ 15.86 (680,629 ) $ 30.62 (864,122 ) $ 27.49 Forfeited/cancelled (7,000 ) $ 15.22 (51,057 ) $ 45.77 (58,057 ) $ 42.09 Outstanding at 8,400 $ 22.79 1,027,550 $ 55.13 1,035,950 $ 54.87 Options exercisable 5,900 $ 22.15 — $ — 5,900 $ 22.15 Stock options and Restricted Share Units which were outstanding at December 31, 2015 totaled 1,035,950 and had a weighted-average remaining contractual life of 3.0 years, a weighted average exercise/grant price of $54.87 , and total intrinsic value of $98.0 million . Stock options which were exercisable at December 31, 2015 totaled 5,900 and had a weighted-average remaining contractual life of 0.9 years, a weighted average exercise price of $22.15 , and total intrinsic value of $0.4 million . The Company has historically issued new shares to satisfy the exercise of options and vesting of RSUs. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company applies a fair value framework in order to measure and disclose its financial assets and liabilities which include fixed income equity securities, interest swap derivatives and certain other financial instruments. The Company determines fair value based on quoted prices when available or through the use of alternative approaches when market quotes are not readily accessible or available. The Company’s framework for measuring fair value provides a three-level hierarchy, which prioritizes the factors (inputs) used to calculate the fair value of assets and liabilities as follows: • Level 1 inputs are unadjusted quoted prices, such as a New York Stock Exchange closing price, in active markets for identical assets. Level 1 is the highest priority in the hierarchy. • Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as other significant inputs that are observable at commonly quoted intervals, such as interest rates, foreign exchange rates, and yield curves. • Level 3 inputs are unobservable and are based on the Company's assumptions due to little, if any, observable market information. Level 3 is the lowest priority in the hierarchy. For the years ended December 31, 2015 and 2014 , there have been no transfers between Level 1 and Level 2 categories. The following tables provide the assets and liabilities carried at fair value measured on a recurring basis as of December 31, 2015 and 2014 : December 31, 2015 Fair Value Measurement Category Total Level 1 Level 2 Level 3 Assets: (In thousands) Investments available for sale: Conservative income bond fund (a) $ 12,970 $ 12,970 $ — $ — Fixed income bond fund (a) 13,886 13,886 — — Total assets $ 26,856 $ 26,856 $ — $ — December 31, 2014 Fair Value Measurement Category Total Level 1 Level 2 Level 3 Assets: (In thousands) Investments available for sale: Conservative income bond fund (a) $ 12,996 $ 12,996 $ — $ — Fixed income bond fund (a) 14,639 14,639 — — Total assets $ 27,635 $ 27,635 $ — $ — (a) amounts included in Funds held for customers on the Consolidated Balance Sheet The following tables provide the assets and liabilities carried at fair value measured on a non-recurring basis as of December 31, 2015 and 2014 : December 31, 2015 Fair Value Measurement Category Total Level 1 Level 2 Level 3 Liabilities: (In thousands) 2014 Term Credit Facility $ 351,563 $ — $ 351,563 $ — 2014 Revolving Credit Facility 130,000 — 130,000 — Capital Lease Obligation 73 73 Total liabilities $ 481,636 $ — $ 481,563 $ 73 December 31, 2014 Fair Value Measurement Category Total Level 1 Level 2 Level 3 Liabilities: (In thousands) 2014 Term Credit Facility $ 370,312 $ — $ 370,312 $ — 2014 Revolving Credit Facility 189,500 189,500 Capital Lease Obligation 102 102 Total liabilities $ 559,914 $ — $ 559,812 $ 102 |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2015 | |
Employee Benefit Plan [Abstract] | |
Employee Benefit Plan | Employee Benefit Plan The Company offers a defined contribution plan (the "Plan") to all employees. Company contributions are generally based upon fixed amounts of eligible compensation. The Company contributed approximately $4.6 million , $3.4 million and $2.5 million to the Plan for the years ended December 31, 2015 , 2014 and 2013 , respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Litigation — The Company is involved in ordinary course legal proceedings, which include all claims, lawsuits, investigations and proceedings, including unasserted claims, which are probable of being asserted, arising in the ordinary course of business and otherwise not described below. The Company has considered all such ordinary course legal proceedings in formulating its disclosures and assessments. In the opinion of the Company, based on consultations with outside counsel, material losses in addition to amounts previously accrued are not considered reasonably possible in connection with these ordinary course legal proceedings. Merger Agreement Proceedings — The Company, its Board of Directors, Global, Merger Sub One, and Merger Sub Two have been named as defendants in a putative class action lawsuit, brought by a purported Company stockholder, challenging the merger. The suit was filed in the New Jersey Superior Court, Mercer County, Civil Division, and is captioned Kevin Merchant v. Heartland Payment Systems, et al. , L-45-16 (filed January 8, 2016). The complaint alleges, among other things, that the directors of the Company breached their fiduciary duties to the Company’s stockholders by agreeing to sell the Company for inadequate consideration, agreeing to improper deal protection terms in the merger agreement, and failing to properly value the Company. The complaint also alleges that the Company, Global, Merger Sub One, and Merger Sub Two aided and abetted these purported breaches of fiduciary duty. Plaintiff seeks, among other things, an injunction barring the merger, recession of the merger or rescissory damages to the extent the merger is already implemented, and an award of damages and attorney’s fees. The Company believes the suit is without merit. Contingencies— The Company collects and stores sensitive data about its merchant customers and bankcard holders. If the Company’s network security is breached or sensitive merchant or cardholder data is misappropriated, the Company could be exposed to assessments, fines or litigation costs that could be material. Leases— The Company leases various office spaces and certain equipment under operating leases with remaining terms ranging up to 15 years. The majority of the office space lease agreements contain renewal options and generally require the Company to pay certain operating expenses. Future minimum lease payments for all non-cancelable leases as of December 31, 2015 were as follows: For the Years Ended December 31, Operating Leases (a) (In thousands) 2016 $ 18,475 2017 15,455 2018 13,123 2019 9,473 2020 7,839 Thereafter 44,605 Total future minimum lease payments $ 108,970 (a) There were no material capital leases at December 31, 2015. Rent expense for leased facilities and equipment was $18.0 million , $12.0 million and $10.2 million , respectively, for the years ended December 31, 2015 , 2014 , and 2013 . Commitments— Certain officers of the Company have entered into employee confidential information and non-competition agreements under which they are entitled to severance pay equal to their base salary and medical benefits for one year or two years depending on the officer and a pro-rated bonus in the event they are terminated by the Company other than for cause. The Company paid $0.6 million under one of these agreements in the year ended December 31, 2014 . The following table reflects the Company’s other significant contractual obligations, including leases from above, as of December 31, 2015 : Payments Due by Period Contractual Obligations Total Less than 1 year 1 to 3 Years 3 to 5 years More than 5 years (In thousands) Processing providers (a) $ 9,008 $ 4,013 $ 4,995 $ — $ — Telecommunications providers (b) 6,818 3,307 3,511 — — Facility and equipment leases 108,970 18,475 28,578 17,312 44,605 2014 Term Credit Facility 351,563 18,750 56,250 276,563 — 2014 Revolving Credit Facility (c) 130,000 — — 130,000 — Capital Lease Obligation 73 43 30 — — $ 606,432 $ 44,588 $ 93,364 $ 423,875 $ 44,605 (a) The Company has agreements with several third-party processors to provide to us on a non-exclusive basis payment processing and transmittal, transaction authorization and data capture services, and access to various reporting tools. The Company's agreements with third-party processors require it to submit a minimum monthly number of transactions or volume for processing. If the Company submits a number of transactions or volume that is lower than the minimum, it is required to pay the third-party processors the fees that they would have received if the Company had submitted the required minimum number or volume of transactions. (b) The Company has agreements in place with several large telecommunications companies that provide data center services, wide area network connectivity, and voice services that are used by both the Company call center and card payment processing platforms. These providers require both dollar and term commitments for the services they provide. If the Company does not meet the minimum terms, then there is a requirement to pay the remaining commitments. (c) Interest rates on the 2014 Revolving Credit Facility are variable in nature. The 2014 Revolving Credit Facility is available on a revolving basis until September 4, 2019. While the Company is not contractually obligated to pay $25.0 million of the outstanding balance of the 2014 Revolving Credit Facility, the Company includes this amount in the Current portion of borrowings on the Consolidated Balance Sheet since the Company intends to pay this amount in January 2016 . |
Segments
Segments | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Segments | Segments The Company bases its business segments on how it monitors and manages the performance of its operations as determined by the Company's chief operating decision maker or decision making group. The Company's operating segments are strategic business units that offer different products and services. They are managed separately because each business requires different marketing strategies, personnel skill sets and technology. The Company has the following six reportable segments: (1) Payment Processing, which provides card payment processing and related services to the Company's SME merchants and Network Services merchants, (2) Campus Solutions, which provides payment processing, integrated commerce solutions, loan services and open- and closed-loop payment solutions to institutions of higher education, (3) Heartland School Solutions, which provides school nutrition and POS solutions and associated payment solutions to K-12 schools, (4) Heartland Payroll Solutions, which provides payroll processing and related tax filing services, (5) Leaf, which includes the operating losses for Leaf as well as the goodwill and POS asset impairment charges recorded in the fourth quarter of 2014, (see Note 8, Intangible Assets and Goodwill for further details) and (6) Other. The Other segment consists of (a) integrated payments solutions for small ticket merchants provided by Micropayments, (b) loyalty and gift card marketing solutions including loyalty and gift cards provided by Heartland Marketing Solutions, and (c) POS solutions and other adjacent business service applications provided by Heartland Commerce. The individual components of the Other segment do not meet the defined thresholds for being individually reportable segments under applicable accounting guidance. SME merchants and Network Services merchants are aggregated for financial reporting purposes in the Payment Processing Segment, as they both provide processing services related to bankcard transactions, exhibit similar economic characteristics, and share the same systems to provide services. Campus Solutions includes TouchNet and Educational Computer Systems, Inc. ("ECSI") for financial reporting purposes because they provide similar commerce solutions, exhibit similar economic characteristics, and provide services to a similar higher education customer base, including some client overlap. The Company allocates revenues, expenses, assets and liabilities to segments only where directly attributable. The unallocated corporate administration amounts consist primarily of costs attributed to finance, corporate administration, human resources and corporate services. The accounting policies of the operating segments are the same as described in the summary of significant accounting policies. The Company believes the terms and conditions of transactions between the segments are comparable to those which could have been obtained in transactions with unaffiliated parties. At December 31, 2015 and 2014 , 58% and 70% , respectively, of the total assets of Heartland Payroll Solutions were funds that the Company holds as a fiduciary in its payroll processing services activities primarily for payment to taxing authorities. At both December 31, 2015 and 2014 , 8% of the total assets of Campus Solutions represent funds held for the Company's loan servicing customers related to payment processing services provided for federal student loan billing and processing that are payable to higher education institutions and other businesses. See Note 8, Intangible Assets and Goodwill for goodwill as a percentage of the reportable segments' total assets. A summary of the Company’s segments for the three years ended December 31, 2015, 2014, and 2013 was as follows: December 31, 2015 2014 2013 Revenues (In thousands) Payment Processing $ 2,371,878 $ 2,111,487 $ 1,979,579 Campus Solutions 117,208 61,538 36,186 Heartland School Solutions (a) 60,870 57,570 50,541 Heartland Payroll Solutions 69,037 50,394 44,565 Other 63,403 30,392 24,501 Total revenues $ 2,682,396 $ 2,311,381 $ 2,135,372 December 31, 2015 2014 2013 Depreciation and amortization (In thousands) Payment Processing $ 35,076 $ 30,702 $ 26,934 Campus Solutions 13,922 6,040 2,330 Heartland School Solutions 4,874 3,857 2,282 Heartland Payroll Solutions 4,286 3,196 3,478 Other 4,266 4,117 1,641 Unallocated corporate administration amounts 531 358 (1,311 ) Total depreciation and amortization $ 62,955 $ 48,270 $ 35,354 Income (loss) from operations Payment Processing $ 119,312 $ 127,553 $ 138,226 Campus Solutions 36,293 12,653 3,930 Heartland School Solutions (a) 23,451 10,874 16,348 Heartland Payroll Solutions 9,465 9,076 3,404 Leaf (b) (4,692 ) (47,906 ) (2,824 ) Other 2,088 1,330 229 Unallocated corporate administration amounts (40,369 ) (31,460 ) (33,215 ) Total income from operations $ 145,548 $ 82,120 $ 126,098 Interest Expense Payment Processing $ 4,221 $ 5,178 $ 5,425 Campus Solutions 7,883 2,754 7 Heartland Payroll Solutions 591 — — Other 1,489 125 — Reconciling — — (3 ) Total interest expense $ 14,184 $ 8,057 $ 5,429 Net income (loss) from continuing operations Payment Processing $ 73,711 $ 74,567 $ 81,520 Campus Solutions 17,470 6,686 2,255 Heartland School Solutions (a) 14,477 6,650 9,085 Heartland Payroll Solutions 5,439 5,497 2,056 Leaf (b) (2,148 ) (38,426 ) (2,012 ) Other 526 (4,170 ) 462 Unallocated corporate administration amounts (24,743 ) (18,936 ) (19,264 ) Total net income from continuing operations $ 84,732 $ 31,868 $ 74,102 Assets Payment Processing $ 587,701 $ 524,498 $ 519,589 Campus Solutions 474,995 507,036 81,719 Heartland School Solutions 79,539 84,603 78,573 Heartland Payroll Solutions 281,195 195,657 154,172 Leaf (b) — 4,256 39,457 Other 113,249 62,415 17,247 Total assets $ 1,536,679 $ 1,378,465 $ 890,757 (a) See Note 1, Organization and Operations for a discussion of an Out-of-Period Adjustment recorded in the year ended December 31, 2014. (b) See Note 2, Summary of Significant Accounting Policies — Goodwill for a discussion of Goodwill and Asset Impairments in the year ended December 31, 2014. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share The Company presents earnings per share data following the established standards for the computation and presentation of basic and diluted earnings per share data. Under these standards, the dilutive effect of stock options is excluded from the calculation of basic earnings per share but included in diluted earnings per share. The following is a reconciliation of the amounts used to calculate basic and diluted earnings per share: Year Ended December 31, 2015 2014 2013 (In thousands, except per share) Numerator: Income from continuing operations attributable to Heartland $ 84,732 $ 33,879 $ 74,712 Income from discontinued operations attributable to Heartland — — 3,914 Net income attributable to Heartland $ 84,732 $ 33,879 $ 78,626 Denominator: Basic weighted average shares outstanding 36,646 36,354 36,791 Effect of dilutive instruments: Stock options and restricted stock units 591 833 1,262 Diluted weighted average shares outstanding 37,237 37,187 38,053 Basic earnings per share: Income from continuing operations $ 2.31 $ 0.93 $ 2.03 Income from discontinued operations $ — $ — $ 0.11 Basic earnings per share $ 2.31 $ 0.93 $ 2.14 Diluted earnings per share: Income from continuing operations $ 2.28 $ 0.91 $ 1.96 Income from discontinued operations $ — $ — $ 0.10 Diluted earnings per share $ 2.28 $ 0.91 $ 2.06 |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2015 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Discontinued Operations | Discontinued Operations In the fourth quarter of 2012, the Company along with the 30% noncontrolling shareholders of CPOS entered into an agreement to sell CPOS to a third party. CPOS was not a significant subsidiary and the Company will have no continuing involvement in its operations. After receiving regulatory approval, the transaction settled on January 31, 2013. The total sales price was $30.3 million cash including net working capital, of which the Company received $20.9 million for its 70% ownership in CPOS. The total gain recorded on the sale for the year ended December 31, 2013 was $3.8 million , net of income taxes of $2.1 million . There were no discontinued operations for the years ended December 31, 2015 and 2014. Income from discontinued operations for the year ended December 31, 2013 was as follows (in thousands of dollars): 2013 Revenues $ 1,117 Expenses 870 Income from operations 247 Income from discontinued operations, net of income tax of $68 184 Gain on sale of discontinued operations, net of income tax of $2,067 3,786 Net income from discontinued operations attributable to noncontrolling interests 56 Net income from discontinued operations attributable to Heartland 3,914 |
Quarterly Consolidated Results
Quarterly Consolidated Results of Operations (Unaudited) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Consolidated Results of Income (Unaudited) | Quarterly Consolidated Results of Operations (Unaudited) The Company's unaudited quarterly results of operations for the years ended December 31, 2015 and 2014 were as follows: For the Quarter Ended March 31, June 30, September 30, December 31, (In thousands, except per share data) Total revenues $ 602,459 $ 675,692 $ 705,667 $ 698,578 Costs of services 514,573 580,392 603,937 593,941 General and administrative expenses 58,124 56,872 59,216 69,793 Total expenses 572,697 637,264 663,153 663,734 Income from operations 29,762 38,428 42,514 34,844 Net income 17,238 20,906 23,881 22,707 Diluted earnings per share $ 0.46 $ 0.56 $ 0.64 $ 0.61 For the Quarter Ended March 31, June 30, September 30, December 31, (In thousands, except per share data) Total revenues $ 523,283 $ 582,859 $ 600,626 $ 604,613 Costs of services 452,435 509,554 520,834 518,519 General and administrative expenses 44,486 43,374 49,381 53,313 Goodwill impairment charge (a) — — — 18,490 Asset impairment charges (a) — — — 18,875 Total expenses 496,921 552,928 570,215 609,197 Income (loss) from operations 26,362 29,931 30,411 (4,584 ) Net income (loss) attributable to Heartland 15,740 17,452 20,458 (19,771 ) Diluted earnings (loss) per share (b) 0.42 0.48 0.56 (0.55 ) (a) See Note 2, Summary of Significant Accounting Policies — Goodwill for a discussion of Goodwill and Asset Impairments. (b) Due to the net loss in the quarter ended December 31, 2014 , calculating Diluted Earnings Per Share using diluted weighted average shares would be anti-dilutive. Therefore, weighted average common stock outstanding was used to calculate Diluted Earnings Per Share for the quarter ended December 31, 2014 . |
Summary of Significant Accoun32
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates — The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Estimates include, among other things, the accrued buyout liability, capitalized customer acquisition costs, share-based compensation, goodwill and intangible asset impairment review, revenue recognition for multiple element arrangements, loss reserves, certain accounts payable and accrued expenses and certain tax assets and liabilities as well as the related valuation allowances, if any. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents— At December 31, 2015 , cash included approximately $15.1 million of processing-related cash in transit and collateral, compared to approximately $17.8 million of processing-related cash in transit and collateral at December 31, 2014 . |
Receivables | Receivables— The Company's primary receivables are from its bankcard processing merchants. In addition to receivables for transaction fees the Company charges its merchants for processing transactions, these receivables include amounts resulting from the Company's practice of advancing interchange fees to most of its SME merchants during the month and collecting those fees at the beginning of the following month. The Company does not advance interchange fees to its Network Services merchants. Network Services merchants are invoiced monthly, on payment terms of 30 days net from date of invoicing. Receivables from merchants also include receivables from the sale of POS terminal equipment. The timing for presentment of transaction funding files to the bankcard networks results in the Company's sponsor banks receiving settlement cash one day before payment is made to merchants, thereby increasing funding obligations to its SME merchants, which are carried in processing liabilities. The Company funds interchange advances/receivables to SME merchants first from this settlement cash received from bankcard networks, then from the Company's available cash or by incurring a liability to its sponsor banks. At both December 31, 2015 and 2014 , the Company did not use any of its available cash to fund merchant advances. The amount due to sponsor banks for funding advances was $30.5 million at December 31, 2015 and $29.9 million at December 31, 2014 . The liability to sponsor banks is repaid at the beginning of the following month out of the fees the Company collects from its merchants. Receivables also include amounts due from Discover and American Express for merchant bankcard transactions. These amounts are recovered the next business day following the date of processing the transaction. Receivables also include amounts resulting from the sale, installation, training and repair of payment system hardware and software for Campus Solutions, Heartland School Solutions and Other (which includes receivables from Micropayments, Heartland Commerce and Heartland Marketing Solutions). These receivables are mostly invoiced on terms of 30 days net from date of invoicing. Receivables are stated net of allowance for doubtful accounts. The Company estimates its allowance based on experience with its merchants, customers, and sales force and its judgment as to the likelihood of their ultimate payment. The Company also considers collection experience and makes estimates regarding collectability based on trends in the aging. Historically, the Company has not experienced significant charge offs for its merchant and customer receivables, other than the out-of-period adjustment recorded in the second quarter of 2014 |
Investments and Funds Held for Payroll Customers | Investments and Funds Held for Customers— Investments, including those carried on the Consolidated Balance Sheets as Funds held for customers, consist primarily of bond funds, tax-exempt bonds, certificates of deposit and equity investments. Funds held for customers also include overnight bank deposits. The majority of investments carried in Funds held for customers are available-for-sale and recorded at fair value based on quoted market prices. Certificates of deposit are classified as held to maturity and recorded at cost. In the event of a sale, cost is determined on a specific identification basis. At December 31, 2015 , Funds held for customers included cash and cash equivalents of $201.4 million and investments available for sale of $26.9 million . The asset Funds held for customers and the liability Customer fund deposits include: (1) amounts collected from customers prior to funding their payroll liabilities, as well as related tax and fiduciary liabilities for those customers, and (2) amounts collected by Campus Solutions in its capacity as a loan servicer, which will be remitted to the customer/owner of the student loans the following month. |
Inventories | |
Capitalized Customer Acquisition Costs, net | Capitalized Customer Acquisition Costs, net— Capitalized customer acquisition costs consist of (1) up-front signing bonus payments made to Relationship Managers and sales managers (the Company's sales force, which are referred to as "salespersons") for the establishment of new merchant relationships, and (2) a deferred acquisition cost representing the estimated cost of buying out the residual commissions of vested salespersons. Capitalized customer acquisition costs represent incremental, direct customer acquisition costs that are recoverable through gross margins associated with merchant contracts. The capitalized customer acquisition costs are amortized using a method which approximates a proportional revenue approach over the initial three -year term of the merchant contract. The up-front signing bonus paid for new SME bankcard, payroll and loyalty marketing accounts is based on the estimated gross margin for the first year of the merchant contract. The signing bonus, amount capitalized, and related amortization are adjusted after the first year to reflect the actual gross margin generated by the merchant contract during that year. The deferred customer acquisition cost asset is accrued over the first year of SME bankcard, payroll and loyalty marketing merchant processing, consistent with the build-up in the accrued buyout liability, as described below. Management evaluates the capitalized customer acquisition costs for impairment on an annual basis by comparing, on a pooled basis by vintage month of origination, the expected future net cash flows from underlying merchant relationships to the carrying amount of the capitalized customer acquisition costs. If the estimated future net cash flows are lower than the recorded carrying amount, indicating an impairment of the value of the capitalized customer acquisition costs, the impairment loss will be charged to operations. The Company believed that no impairment of capitalized customer acquisition costs had occurred as of December 31, 2015 and 2014 . |
Property and Equipment | Property and Equipment— Property and equipment are carried at cost, net of accumulated depreciation. Depreciation for the Company's owned service center building in Jeffersonville, Indiana is computed straight-line over 39 years with depreciation on certain building improvements computed over 15 years. Depreciation is computed straight-line over periods ranging from 3 to 10 years for furniture and equipment. Leasehold improvements are amortized over the lesser of the economic useful life of the improvement or the term of the lease. Equipment held under capitalized lease arrangements is included in property and equipment, and the associated liabilities are included in current and long-term borrowings as appropriate. Amortization of equipment under capitalized leases is included in depreciation and amortization expense. Fully depreciated property and equipment are retained in property and equipment and accumulated depreciation accounts until their disposal or removal from service. When fully depreciated property and equipment is taken out of service, the original cost basis and matching accumulated depreciation amounts are written off. Rent expense on operating leases is recorded on a straight-line basis over the term of the lease agreement. Tenant improvement allowances are deferred and amortized on a straight-line basis over the life of the lease agreement as a reduction to rent expense. The Company capitalizes software development costs and amortizes such costs on a straight-line basis over an estimated useful life of 3 to 7 years. The preliminary project stage consists of the conceptual formation of alternatives, the evaluation of alternatives, the determination of existence of needed technology and the final selection of alternatives. Costs incurred during the preliminary project stage are expensed as incurred. Once the preliminary project stage is complete, costs are capitalized until the software is placed in service. |
Long-Lived Assets | Long-Lived Assets— The Company evaluates the potential for impairment when changes in circumstances indicate that undiscounted cash flows estimated to be generated by the related assets are less than the carrying amount. In the fourth quarter of 2014, the Company recorded non-cash asset impairments and write-offs relating to assets held and used of $18.9 million relating to internally developed software and intangible assets related to Leaf and a write-off of a capitalized internally developed software project termination (see "Goodwill," below for further detail). |
Goodwill | Goodwill — Goodwill represents the excess of acquisition costs over the fair values of net assets acquired in business combinations. At December 31, 2015 and 2014 , goodwill of $490.0 million and $425.7 million , respectively, was recorded on the Consolidated Balance Sheets. The Company tests goodwill for impairment at least annually in the fourth quarter and between annual tests if an event occurs or changes in circumstances suggest a potential decline in the fair value of the reporting unit. A significant amount of judgment is involved in determining if an indicator or change in circumstances relating to impairment has occurred. Such changes may include, among others: a significant decline in expected future cash flows; a sustained decline in market capitalization; a significant adverse change in legal factors or in the business climate; unanticipated competition; and slower growth rates. The Company has the option of performing a qualitative assessment of impairment to determine whether any further quantitative testing for impairment is necessary. The option of whether or not to perform a qualitative assessment is made annually and may vary by reporting unit. Factors the Company considers in the qualitative assessment include general macroeconomic conditions, industry and market conditions, cost factors, overall financial performance of our reporting units, events or changes affecting the composition or carrying amount of the net assets of our reporting units, sustained decrease in our share price, and other relevant entity-specific events. If the Company elects to bypass the qualitative assessment or if it determines, on the basis of qualitative factors, that the fair value of the reporting unit is more likely than not less than the carrying value, then the Company performs a two-step quantitative test for that reporting unit. In the first step, the fair value of each reporting unit is compared to the reporting unit's carrying value, including goodwill. If the fair value of a reporting unit is less than its carrying value, the second step of the goodwill impairment test is performed to measure the amount of impairment, if any. In the second step, the fair value of the reporting unit is allocated to the assets and liabilities of the reporting unit as if it had been acquired in a business combination and the purchase price was equivalent to the fair value of the reporting unit. The excess of the fair value of the reporting unit over the amounts assigned to its assets and liabilities is referred to as the implied fair value of goodwill. The implied fair value of the reporting unit's goodwill is then compared to the actual carrying value of the goodwill. If the implied fair value of goodwill is less than the carrying value of goodwill, an impairment loss is recognized for the difference. Significant estimates and assumptions are used in the Company's goodwill impairment review and include the identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units and determining the fair value of each reporting unit. The Company's assessment of qualitative factors involves significant judgments about expected future business performance and general market conditions. In a quantitative assessment, the fair value of each reporting unit is determined based on a combination of techniques, including the present value of future cash flows, applicable multiples of competitors and multiples from sales of like businesses, and requires us to make estimates and assumptions regarding discount rates, growth rates and our future long-term business plans. Changes in any of these estimates or assumptions could materially affect the determination of fair value and the associated goodwill impairment charge for each reporting unit. As of December 31, 2015, the Company performed a qualitative assessment for each of its reporting units, except one, for which the Company performed a quantitative assessment. Based on our annual test as of December 31, 2015, the Company determined on the basis of qualitative factors that the fair values of the reporting units for which it performed a qualitative assessment were not more likely than not less than their respective carrying amounts. Based on the quantitative assessment the Company did for one of its reporting units, it determined that the goodwill for that reporting unit was not impaired. In the fourth quarter of 2014, the Company considered the overlapping cloud-based POS systems in development at Heartland Commerce businesses (see Note 3, Acquisitions) and decided that it would stop POS development efforts at Leaf, a previous Heartland Commerce business. This decision caused a significant adverse change in the extent or manner in which the long-lived asset group of Leaf would be used, including Prosper, an internally developed POS software technology. Due to these changes in circumstances, the implied fair value of the Leaf reporting unit was determined to be significantly below its carrying value. This led to a Goodwill impairment charge for the full balance of Leaf goodwill as of December 31, 2014. In the fourth quarter of 2014, the Company recorded pre-tax goodwill and asset impairment charges of $18.5 million and $18.9 million , respectively. |
Unearned revenue | Unearned revenue— Unearned revenue of $60.6 million and $49.0 million at December 31, 2015 and 2014 , respectively, is primarily related to the Company's Heartland School Solutions, Campus Solutions, Heartland Payroll Solutions and Heartland Commerce businesses. Unearned revenue is derived primarily from the sale and subscription of e-commerce solutions and integration to host computer systems as well as from support and maintenance contracts and professional services. Unearned revenue represents contractual obligations of the Company to provide software, services and support to customers in the future. |
Processing Liabilities | Processing Liabilities— Processing liabilities result primarily from the Company's card processing activities. Processing liabilities primarily reflect funds in transit associated with differences arising between the amounts the Company's sponsor banks receive from the bankcard networks and the amounts funded to the Company's merchants. Such differences arise from timing differences, interchange expense, merchant advances, merchant reserves and chargeback processing. These differences result in payables or receivables. If the settlement received from the bankcard networks precedes the funding obligation to the merchant, the Company records a processing liability. Conversely, if funding to the merchant precedes the settlement from the bankcard networks, the Company records a receivable from the bankcard network. The amounts are generally collected or paid the following business day. Chargebacks arise due to disputes between a cardholder and a merchant resulting from the cardholder's dissatisfaction with merchandise quality or the merchant's service, and the disputes may not always be resolved in the merchant's favor. In some of these cases, the transaction is ''charged back'' to the merchant and the purchase price is refunded to the cardholder by the credit card-issuing institution. If the merchant is unable to fund the refund, the Company is liable for the full amount of the transaction. The Company's obligation to stand ready to perform is minimal. The Company maintains a deposit or the pledge of a letter of credit from certain merchants as an offset to potential contingent liabilities that are the responsibility of such merchants. The Company evaluates its ultimate risk and records an estimate of potential loss for chargebacks based upon an assessment of actual historical loss rates compared to recent bankcard processing volume levels. The Company believes that the liability recorded as loss reserves approximates fair value. |
Accrued Buyout Liability | Accrued Buyout Liability— The Company's Relationship Managers and sales managers are paid residual commissions based on the gross margin generated by monthly SME merchant processing activity. The Company has the right, but not the obligation, to buy out some or all of these commissions, and intends to do so periodically. Such purchases of the commissions are at a fixed multiple of the last twelve months' commissions. Because of the Company's intent and ability to execute purchases of the residual commissions, and the mutual understanding between the Company and the Relationship Managers and sales managers, the Company has accounted for this deferred compensation arrangement pursuant to the substantive nature of the plan. The Company therefore records the amount that it would have to pay (the ''settlement cost'') to buy out non-servicing related commissions in their entirety from vested Relationship Managers and sales managers, and an accrual, based on their progress towards vesting, for those unvested Relationship Managers and sales managers who are expected to vest in the future. As noted above, as the liability increases over the first year of a SME merchant contract, the Company also records a related deferred acquisition cost asset for currently vested Relationship Managers and sales managers. The accrued buyout liability associated with unvested Relationship Managers and sales managers is not included in the deferred acquisition cost asset since future services are required in order to vest. Subsequent changes in the estimated accrued buyout liability due to merchant attrition, same-store sales growth or contraction and changes in gross margin are included in the same income statement caption as customer acquisition costs expense. Relationship Managers and sales managers earn portfolio equity on their newly installed payroll and loyalty marketing merchant accounts based on the residual commissions they earn on those accounts. The accrued buyout liability and deferred acquisition cost asset are accrued in the same manner as the SME merchant portfolio equity. The accrued buyout liability is based on merchants under contract at the balance sheet date, the gross margin generated by those merchants over the prior twelve months , and the contractual buyout multiple. The liability related to a new merchant is therefore zero when the merchant is installed, and increases over the twelve months following the installation date. The same procedure is applied to unvested commissions over the expected vesting period, but is further adjusted to reflect the Company's estimate that 31% of unvested Relationship Managers and sales managers become vested, which represents the Company's historical vesting rate. The classification of the accrued buyout liability between current and non-current liabilities on the Consolidated Balance Sheets is based upon the Company's estimate of the amount of the accrued buyout liability that it reasonably expects to pay over the next twelve months. This estimate is developed by calculating the cumulative annual average percentage that total historical buyout payments represent of the accrued buyout liability. That percentage is applied to the period-end accrued buyout liability to determine the current portion. |
Revenue | Revenue— The Company classifies its revenues into five categories: (i) Payment Processing, (ii) Heartland School Solutions, (iii) Heartland Payroll Solutions, (iv) Campus Solutions and (v) Other (including Heartland Commerce). The Company recognizes revenue when (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been performed; (3) the price is fixed or determinable; and (4) collectability is reasonably assured. The Company also evaluates its contractual arrangements for indications that multiple element arrangements may exist, including instances where more-than-incidental software deliverables are included. The following revenue recognition policies define the manner in which the Company accounts for sales transactions by revenue category. Payment Processing revenue primarily consists of discount, per-transaction and periodic (primarily monthly) fees from the processing of Visa, MasterCard, American Express and Discover transactions for SME merchants and per-transaction fees for the authorization and settlement of transactions for Network Services merchants. Also included in this category are American Express servicing fees, merchant service fees, fees for processing chargebacks and termination fees on terminated contracts. Interchange fees, which are the Company’s most significant expense, are set by the card networks and paid to the card issuing banks. For the majority of SME card processing revenue, the Company does not offset processing revenues and interchange fees because its business practice is to advance the interchange fees to most SME merchants when settling their daily transactions (thus paying the full amount of the transaction to the merchant), and then to collect the full discount fees from merchants on the first business day of the next month. The Company has merchant portability, credit risk, and the ultimate responsibility to the merchant and, as such, revenue is reported at the time of settlement on a gross basis. Payment processing services are transaction based and priced either as a fixed fee per transaction or as a percentage of the transaction value. The fees are charged for the processing services provided and do not include the gross sales price paid by the ultimate buyer to the merchant. For SME merchants to whom the Company does not advance interchange, it records card processing revenues net of interchange fees. As Network Services does not advance interchange fees to its merchants, the Company records its card processing revenues net of interchange fees. Heartland Payroll Solutions revenue includes fees charged for payroll processing services, including check printing, direct deposit, related federal, state and local tax deposits and providing accounting documentation, and interest income earned on funds held for customers. Heartland School Solutions revenue includes fees from sales and maintenance of cafeteria POS solutions and associated payment solutions, including online prepayment solutions, back office management and hardware and technical support. Campus Solutions revenue includes fees associated with providing integrated commerce solutions to support administrative services for higher education, as well as student loan payment processing, delinquency and default services, refund management, tuition payment plans, electronic billing and payment, tax document services and business outsourcing. Campus Solutions revenue also includes fees from the sale and maintenance of open- and closed-loop payment hardware and software solutions for college or university campuses to process small value electronic transactions. Heartland Commerce revenue includes sales of POS systems and the associated payment processing and adjacent business service applications. Campus Solutions, Heartland School Solutions and Heartland Commerce have arrangements that contain multiple elements, such as hardware, software products, including perpetual licenses and Software-as-a-Service (“SaaS”) services, maintenance, and professional installation and training services. The Company allocates revenue to each element based on the selling price hierarchy. The selling price for a deliverable is based on vendor specific objective evidence (“VSOE”) of selling price, if available, third party evidence ("TPE") if VSOE of selling price is not available, or estimated selling price (“ESP”) if neither VSOE or selling price nor TPE is available. The Company establishes ESP based on management judgment, considering internal factors such as margin objectives, pricing practices and controls, customer segment pricing strategies and the product life cycle. In arrangements with multiple elements, the Company determines allocation of the transaction price at inception of the arrangement based on the relative selling price of each unit of accounting. In multiple element arrangements where more-than-incidental software deliverables are included, the Company has applied the residual method to determine the amount of software license revenues to be recognized. Under the residual method, if fair value exists for undelivered elements in a multiple-element arrangement, such fair value of the undelivered elements is deferred with the remaining portion of the arrangement consideration recognized upon delivery of the software license or services arrangement. The Company allocates the fair value of each element of a software related multiple-element arrangement based upon its fair value as determined by VSOE, with any remaining amount allocated to the software license. If evidence of the fair value cannot be established for the undelivered elements of a software arrangement, then the entire amount of revenue under the arrangement is deferred until these elements have been delivered or objective evidence can be established. Other revenues include Micropayments fees from selling hardware and software for unattended online wireless credit card based payment systems, and unattended value top up systems for off-line closed-loop smart (chip) card based payment systems. Also included in this category are Heartland Marketing Solutions fees from selling mobile and card-based marketing services, gift cards and rewards services as well as fees from selling, renting and deploying POS devices. |
Loss Contingencies and Legal Expenses | Loss Contingencies and Legal Expenses — The Company records a liability for loss contingencies when the liability is probable and the amount is reasonably estimable. Legal fees associated with loss contingencies are recorded when the legal fees are incurred. The Company records recoveries from its insurance providers when cash is received from the provider. |
Other Income (Expense) | Other Income (Expense)— Other income (expense) consists of interest income on cash and investments, the interest cost on the Company's borrowings, gains or losses on the disposal of assets, write downs of capitalized information technology development projects, Provision for Processing System Intrusion costs and other non-operating income or expense items. In 2015, other non-operating income or expense items also include: • Pre-tax gain of $7.0 million relating to the December 31, 2015 sale of the assets of the SmartLink division (“SmartLink”), which included our secure payment gateways and managed network services technologies, to a third party, for a $10 million cash payment. The Company also entered into a channel partner agreement, whereby Heartland’s sales professionals will continue to promote the secure payment gateway and managed network services solutions to merchants. The Company’s SmartLink division was included in the Payment Processing Segment. The sale of SmartLink resulted in a $7.0 million pre-tax gain ( $4.3 million after-tax, or $0.11 per share) which was included in “Gain on sale of assets” as part of Other income (expense) in the Company’s Consolidated Statements of Income for the year ended December 31, 2015. In 2014, other non-operating income or expense items also include: • Pre and after-tax gain of $3.6 million relating to a release from a contingent earn-out liability to the noncontrolling shareholders of Leaf. As a result of the Stock Purchase Agreement that the Company entered into on August 6, 2014 with the noncontrolling shareholders of Leaf, the Company was released from a contingent earn-out liability to those noncontrolling shareholders. The non-cash impact of the gain associated with the release of the contingent earn-out liability is recorded in "Other, net" in the Consolidated Statements of Income and "Write-off of fixed assets and other" in the Consolidated Statement of Cash Flows. • Pre-tax charge of $4.0 million relating to an other than temporary impairment ("OTTI") of an investment in the equity of TabbedOut. See Note 5, Funds Held for Customers and Investments for information on this OTTI. |
Income Taxes | Income Taxes— The Company accounts for income taxes by recognizing deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statements and the tax basis of assets and liabilities using enacted tax rates. The impact on deferred assets and liabilities of a change in tax rates is recognized in the period that the rate change is enacted . Valuation allowances are recorded when it is determined that it is more likely than not that a deferred tax asset will not be realized. |
Share-Based Compensation | Share–Based Compensation— The Company expenses employee share-based payments under the fair value method. Share-based compensation cost is measured at the grant date, based on the fair value of the award, and is recognized as expense over the requisite service period. Excess tax benefits are generated when employees exercise non-qualified stock options, make disqualifying dispositions of shares acquired through their exercise of incentive stock options and vest in restricted share units. These excess tax benefits are reported as a financing cash inflow rather than a reduction of taxes paid, which is included within operating cash flows. |
Earnings per Share | Earnings per Share— Basic earnings per share was computed by dividing net income by weighted average number of common shares outstanding during the period. Diluted earnings per share was computed based on the weighted average outstanding common shares plus equivalent shares assuming exercise of stock options and vesting of RSUs, PRSUs and TRSUs, where dilutive. |
Noncontrolling Interests | Noncontrolling Interests— Noncontrolling interests represent noncontrolling shareholders' share of the equity and after-tax net loss of Leaf until the Company's August 6, 2014 acquisition of Leaf noncontrolling interests |
Subsequent Events | Subsequent Events— The Company evaluated subsequent events through the issuance date with respect to the Consolidated Financial Statements as of and for the year ended December 31, 2015 . |
New Accounting Pronouncements | New Accounting Pronouncements— From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standards setting bodies that are adopted by us as of the specified effective date. In May 2014, the FASB issued guidance on revenue from contracts with customers, which requires an entity to recognize revenue from the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance addresses in particular contracts with more than one performance obligation as well as the accounting for some costs to obtain or fulfill a contract with a customer and provides for additional disclosures with respect to revenues and cash flows arising from contracts with customers. Entities can transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. On July 9, 2015, the FASB voted to approve a one-year deferral of the effective date. This made the new guidance effective December 15, 2017 for annual reporting periods beginning after that date. The FASB also approved early adoption of the standard, but not before the original effective date which was for reporting periods beginning after December 15, 2016. The Company has not yet selected a transition method and is currently assessing the impact the adoption of this guidance will have on the Company's consolidated financial statements and disclosures. In April 2015, the FASB issued guidance on debt issuance costs, which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability instead of being presented as an asset. In August 2015, the FASB issued updated guidance to clarify that an entity may elect to present debt issuance costs related to a line-of-credit arrangement as an asset, regardless of whether or not there are any outstanding borrowings on the line-of-credit arrangement. The new guidance is effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption is permitted for financial statements that have not been previously issued. The new guidance should be applied on a retrospective basis. The effect of this update is still being evaluated and is not expected to have a material effect on the Company’s consolidated financial statements. In April 2015, the FASB issued guidance that defines specific criteria entities must apply to determine if a cloud computing arrangement includes an in-substance software license. The new guidance clarifies that software licenses included in a cloud computing software should be accounted for in the same manner as other software licenses. This amendment is effective for annual reporting periods, including interim periods within those periods, beginning after December 15, 2015. Early adoption is permitted. The new guidance can be applied on either a prospective or retrospective basis. The effect of this update is still being evaluated and is not expected to have a material effect on the Company’s consolidated financial statements. In July 2015, the FASB issued guidance to more clearly articulate the requirements for the subsequent measurement of inventory and related disclosures. The new guidance clarifies the basis for measuring inventory at the lower of cost and net realizable value. This amendment is effective for annual reporting periods, including interim periods within those periods, beginning after December 15, 2016. Early adoption is permitted. The new guidance should be applied on a prospective basis. The effect of this update is still being evaluated and is not expected to have a material effect on the Company’s consolidated financial statements. In September 2015, the FASB issued guidance to simplify the accounting for measurement-period adjustments for business combinations. The new guidance eliminates the requirement to retrospectively account for adjustments made to provisional amounts recognized in a business combination. This amendment is effective for annual reporting periods, including interim periods within those periods, beginning after December 15, 2015. Early adoption is permitted. The new guidance should be applied on a prospective basis. The effect of this update is still being evaluated and is not expected to have a material effect on the Company’s consolidated financial statements. In November 2015, the FASB issued guidance to simplify the balance sheet classification of deferred taxes. The new guidance requires that deferred tax liabilities and assets be classified as non-current in a classified statement of financial position. This amendment is effective for annual reporting periods, including interim periods within those periods, beginning after December 15, 2016. Early adoption is permitted. The new guidance can be applied on either a prospective or retrospective basis. The Company has elected to early adopt this guidance and apply it on a retrospective basis in the fourth quarter of 2015. As of December 31, 2014, the Company reclassified current deferred tax assets of $9.3 million to non-current liabilities, in order to conform to the current-period presentation. |
Organization and Operations (Ta
Organization and Operations (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Visa And MasterCard [Member] | |
Organization and Operations Tables | |
Bankcard Processing Volume | The following is a breakout of the Company’s total Visa and MasterCard settled card processing volume for the month ending December 31, 2015 by percentage processed under its individual bank sponsorship agreements: % of December 2015 Sponsor Bank Bankcard Processing Wells Fargo Bank, N.A. 75% The Bancorp Bank 18% Barclays Bank Delaware 7% |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Xpient [Member] | |
Business Acquisition [Line Items] | |
Weighted Average Amortization Life for Acquired Finite-Lived Intangible Assets | The weighted average amortization life for the 2014 acquired finite lived intangible assets related to the acquisition of Xpient is as follows: Weighted average amortization life (In years) Customer relationships 21 Software 10 Trademark 5 Non-compete agreement 3 Overall 14 |
TouchNet [Member] | |
Business Acquisition [Line Items] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | The following table summarizes the purchase price allocation (in thousands): Cash and cash equivalents $ 34,576 Receivables, net 12,243 Inventory 66 Prepaid expenses 601 Property and equipment, net 3,360 Intangible assets, net 144,400 Goodwill 221,575 Total assets acquired 416,821 Accounts payable 2,236 Accrued expenses and other liabilities 2,896 Current portion of unearned revenue 24,014 Current tax liability 13,914 Long-term portion of unearned revenue 2,037 Net assets acquired $ 371,724 |
Weighted Average Amortization Life for Acquired Finite-Lived Intangible Assets | The weighted average amortization life for the 2014 acquired finite lived intangible assets related to the acquisition of TouchNet is as follows: Weighted average amortization life (In years) Customer relationships 20 Software 15 Non-compete agreements 5 Trademark 5 Overall 18 |
Business Acquisition, Pro Forma Information [Table Text Block] | Year Ended December 31, 2014 2013 (In thousands, except share data) Total revenues $ 2,363,916 $ 2,192,298 Net income attributable to Heartland $ 34,909 $ 79,585 Basic earnings per share $ 0.96 $ 2.16 Diluted earnings per share $ 0.94 $ 2.09 |
MCS Software [Member] | |
Business Acquisition [Line Items] | |
Weighted Average Amortization Life for Acquired Finite-Lived Intangible Assets | The weighted average amortization life for the 2014 acquired finite lived intangible assets related to the acquisition of MCS Software is as follows: Weighted average amortization life (In years) Customer relationships 14 Non-compete agreement 5 Software 5 Overall 11 |
Liquor POS [Member] | |
Business Acquisition [Line Items] | |
Weighted Average Amortization Life for Acquired Finite-Lived Intangible Assets | The weighted average amortization life for the 2014 acquired finite lived intangible assets related to the acquisition of Liquor POS is as follows: Weighted average amortization life (In years) Customer relationships 10 Software 7 Non-compete agreement 5 Patents 5 Overall 9 |
MCS Software [Member] | |
Business Acquisition [Line Items] | |
Weighted Average Amortization Life for Acquired Finite-Lived Intangible Assets | The weighted average amortization life for the 2015 acquired finite lived intangible assets related to the acquisition of Payroll 1 is as follows: Weighted average amortization life (In years) Customer relationships 13 Software 6 Non-compete agreement 4 Overall 12 |
Menusoft Systems Corporation [Member] | |
Business Acquisition [Line Items] | |
Weighted Average Amortization Life for Acquired Finite-Lived Intangible Assets | The weighted average amortization life for the 2015 acquired finite lived intangible assets related to the acquisition of Digital Dining is as follows: Weighted average amortization life (In years) Customer relationships 19 Software 15 Trademark 5 Non-compete agreement 3 Overall 17 |
Dinerware [Member] | |
Business Acquisition [Line Items] | |
Weighted Average Amortization Life for Acquired Finite-Lived Intangible Assets | The weighted average amortization life for the 2015 acquired finite lived intangible assets related to the acquisition of Dinerware is as follows: Weighted average amortization life (In years) Customer relationships 17 Software 5 Trademark 5 Non-compete agreement 3 Overall 13 |
pcAmerica [Member] | |
Business Acquisition [Line Items] | |
Weighted Average Amortization Life for Acquired Finite-Lived Intangible Assets | The weighted average amortization life for the 2015 acquired finite lived intangible assets related to the acquisition of pcAmerica is as follows: Weighted average amortization life (In years) Customer relationships 20 Software 5 Trademark 5 Non-compete agreement 5 Overall 14 |
Receivables (Tables)
Receivables (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Receivables [Abstract] | |
Schedule of Accounts, Notes, Loans and Financing Receivable | A summary of receivables by major class was as follows at December 31, 2015 and 2014: December 31, 2015 2014 (In thousands) Accounts receivable from merchants and customers $ 224,222 $ 200,912 Accounts receivable from bankcard networks 37,621 31,279 Accounts receivable from others 7,155 3,465 268,998 235,656 Less allowance for doubtful accounts (1,706 ) (1,552 ) Total receivables, net $ 267,292 $ 234,104 |
Summary of Allowance for Doubtful Accounts Receivables | A summary of the activity in the allowance for doubtful accounts for the three years ended December 31, 2015, 2014 and 2013 was as follows: Year Ended December 31, 2015 2014 2013 (In thousands) Beginning balance $ 1,552 $ 1,032 $ 1,438 Out-of-Period adjustment (a) — 875 — Additions to allowance 6,155 2,405 180 Charges against allowance (6,064 ) (3,426 ) (586 ) Additions for acquisitions (b) 63 666 — Ending balance $ 1,706 $ 1,552 $ 1,032 (a) See Note 1, Organization and Operations for a discussion of the Out-of-Period Adjustment. (b) Consists of allowances of businesses acquired during the years ended December 31, 2015 and 2014 . |
Funds Held for Customers and 36
Funds Held for Customers and Investments (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Funds Held for Payroll Customers and Investments [Abstract] | |
Summary of Funds Held for Customers and Investments | A summary of funds held for customers and investments, including the amortized cost, gross unrealized gains (losses) and estimated fair value for investments held to maturity and investments available-for-sale by major security type and class of security were as follows at December 31, 2015 and 2014 : Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value (In thousands) December 31, 2015 Funds held for customers: Conservative income bond fund - available for sale $ 13,012 $ — $ (42 ) $ 12,970 Fixed income - municipal bonds - available for sale 13,893 18 (25 ) 13,886 Cash and cash equivalents held for customers 201,378 — — 201,378 Total funds held for customers $ 228,283 $ 18 $ (67 ) $ 228,234 Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value (In thousands) December 31, 2014 Funds held for customers: Conservative income bond fund - available for sale $ 13,012 $ — $ (16 ) $ 12,996 Fixed income - municipal bonds - available for sale 14,688 2 (51 ) 14,639 Cash and cash equivalents held for customers 148,857 — — 148,857 Total funds held for customers $ 176,557 $ 2 $ (67 ) $ 176,492 |
Schedule of Expected Maturities for Fixed Income Bond | Expected maturities of the Fixed income -municipal bonds at December 31, 2015 are as follows: Total Less Than 1 Year 1 To 5 Years 5 To 10 Years (In thousands) December 31, 2015 Funds Held for Customers: Fixed income - municipal bonds - available for sale cost $ 13,893 $ 2,153 $ 11,740 $ — Fixed income - municipal bonds - available for sale estimated fair value $ 13,886 $ 2,154 $ 11,732 $ — |
Capitalized Customer Acquisit37
Capitalized Customer Acquisition Costs, Net (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Capitalized Customer Acquisition Costs, Net [Abstract] | |
Summary of Capitalized Customer Acquisition Costs | A summary of net capitalized customer acquisition costs as of December 31, 2015 and 2014 was as follows: December 31, 2015 2014 (In thousands) Capitalized signing bonuses $ 118,816 $ 98,879 Less accumulated amortization (54,539 ) (47,238 ) 64,277 51,641 Capitalized customer deferred acquisition costs 64,310 54,583 Less accumulated amortization (39,592 ) (33,117 ) 24,718 21,466 Capitalized customer acquisition costs, net $ 88,995 $ 73,107 |
Summary of Activity in Capitalized Customer Acquisition Costs | A summary of net capitalized customer acquisition costs for the three years ended December 31, 2015, 2014 and 2013 was as follows: Year Ended December 31, 2015 2014 2013 (In thousands) Balance at beginning of period $ 73,107 $ 61,027 $ 56,425 Plus additions to: Capitalized signing bonuses, net 48,289 38,875 29,091 Capitalized customer deferred acquisition costs 28,562 24,831 21,159 76,851 63,706 50,250 Less amortization expense on: Capitalized signing bonuses, net (35,653 ) (30,345 ) (27,767 ) Capitalized customer deferred acquisition costs (a) (25,310 ) (21,281 ) (17,881 ) (60,963 ) (51,626 ) (45,648 ) Balance at end of period $ 88,995 $ 73,107 $ 61,027 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment, Net [Abstract] | |
Schedule of Property and Equipment | A summary of property and equipment, net as of December 31, 2015 and 2014 is as follows: December 31, 2015 2014 (In thousands) Computer hardware and software $ 225,988 $ 196,170 Building 55,095 54,998 Furniture, fixtures and equipment 23,836 18,895 Leasehold improvements 17,360 11,966 Land 7,523 7,471 329,802 289,500 Less accumulated depreciation (163,110 ) (135,197 ) $ 166,692 $ 154,303 |
Schedule of Estimated Future Depreciation Expense, Capitalized Costs for Internally Developed Projects | The estimated depreciation expense related to capitalized costs for internally developed projects placed in service for the next five years is as follows: For the Years Ended December 31, (In thousands) 2016 $ 30,297 2017 19,853 2018 8,314 2019 1,602 2020 894 Thereafter 296 $ 61,256 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets by Major Class | Intangible Assets — Intangible assets consisted of the following as of December 31, 2015 and 2014: December 31, 2015 Amortization Life and Method Gross Assets Accumulated Amortization Net Asset (In thousands) Finite Lived Assets: Customer relationships $ 179,178 $ 33,896 $ 145,282 5 to 21 years—proportional cash flow Merchant portfolios 4,214 3,545 669 7 years—proportional cash flow Software 52,111 7,737 44,374 3 to 15 years—straight line Non-compete agreements 4,776 2,549 2,227 3 to 5 years—straight line Other 6,286 1,615 4,671 5 to 9 years—straight line $ 246,565 $ 49,342 $ 197,223 December 31, 2014 Amortization Life and Method Gross Assets Accumulated Amortization Net Asset (In thousands) Finite Lived Assets: Customer relationships $ 159,925 $ 22,011 $ 137,914 6 to 21 years—proportional cash flow Merchant portfolios 4,214 3,161 1,053 7 years—proportional cash flow Software 58,377 13,300 45,077 1 to 15 years—straight line Non-compete agreements 5,947 2,830 3,117 5 years—straight line Other 5,800 408 5,392 5 to 9 years—straight line $ 234,263 $ 41,710 $ 192,553 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | The estimated amortization expense related to intangible assets for the next five years is as follows: For the Years Ended December 31, (In thousands) 2016 $ 19,323 2017 17,786 2018 15,975 2019 14,528 2020 12,715 Thereafter 116,896 $ 197,223 |
Schedule of Goodwill | Goodwill — The changes in the carrying amount of goodwill by segment for the years ended December 31, 2015, 2014 and 2013 were as follows: Payment Processing Campus Solutions Heartland School Solutions Heartland Payroll Solutions Leaf Other (c) Total Balance at January 1, 2013 $ 43,701 $ 33,679 $ 53,350 $ 30,831 $ — $ 6,501 $ 168,062 Goodwill acquired during the period — — — — 20,619 — 20,619 Other (a) — 2,110 — 187 — — 2,297 Balance at December 31, 2013 43,701 35,789 53,350 31,018 20,619 6,501 190,978 Goodwill acquired during the period — 222,076 13,592 — — 22,633 258,301 Goodwill impairment (b) — — — — (18,490 ) — (18,490 ) Other (a) — (528 ) (2,420 ) — (2,129 ) — (5,077 ) Balance at December 31, 2014 43,701 257,337 64,522 31,018 — 29,134 425,712 Goodwill acquired during the period — — — 21,915 — 42,659 64,574 Other (a) — 26 — (1,180 ) 888 (266 ) Balance at December 31, 2015 $ 43,701 $ 257,363 $ 64,522 $ 51,753 $ — $ 72,681 $ 490,020 (a) Reflects adjustments to preliminary allocations of purchase price within the measurement period. (b) See Note 2, Summary of Significant Accounting Policies — Goodwill, for a discussion of Goodwill and Asset Impairments. |
Percentage of Goodwill by Segment | The percentage of total reportable segments' assets comprised of goodwill as of December 31, 2015, 2014, and 2013 are as follows: Percent of Goodwill to Reportable Segments' Total Assets 2015 2014 2013 Payment Processing 7.4% 8.3% 8.4% Campus Solutions 54.2% 50.8% 43.8% Heartland School Solutions 81.1% 76.3% 67.9% Heartland Payroll Solutions 18.4% 15.9% 20.1% Leaf —% —% 52.3% Other 64.2% 46.7% 37.7% |
Processing Liabilities (Tables)
Processing Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Processing Liabilities and Loss Reserves [Abstract] | |
Summary of Processing Liabilities and Loss Reserves | A summary of processing liabilities and loss reserves was as follows at December 31, 2015 and 2014 : December 31, 2015 2014 (In thousands) Merchant bankcard processing $ 144,095 $ 109,361 Merchant deposits 7,088 6,655 Loss reserves 1,005 3,382 $ 152,188 $ 119,398 |
Schedule of Activity in Loss Reserve | A summary of the activity in the loss reserve for the years ended December 31, 2015, 2014, and 2013 was as follows: Year Ended December 31, 2015 2014 2013 (In thousands) Beginning balance $ 3,382 $ 1,505 1,955 Additions to reserve 2,852 9,650 2,738 Charges against reserve (a) (5,229 ) (7,773 ) (3,188 ) Ending balance $ 1,005 $ 3,382 1,505 |
Accrued Buyout Liability (Table
Accrued Buyout Liability (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accrued Buyout Liability [Abstract] | |
Summary of Accrued Buyout Liability | A summary of the accrued buyout liability was as follows as of December 31, 2015 and 2014: December 31, 2015 2014 (In thousands) Vested Relationship Managers and sales managers $ 58,131 $ 46,301 Unvested Relationship Managers and sales managers 1,718 1,692 59,849 47,993 Less current portion (18,549 ) (15,023 ) Long-term portion of accrued buyout liability $ 41,300 $ 32,970 |
Summary of Activity in Accrued Buyout Liability | A summary of the activity in the accrued buyout liability for the three years ended December 31, 2015, 2014, and 2013 was as follows: Year Ended December 31, 2015 2014 2013 (In thousands) Beginning balance $ 47,993 $ 39,379 $ 35,410 Increase in settlement obligation, net 27,264 20,182 17,620 Buyouts (15,408 ) (11,568 ) (13,651 ) Ending balance $ 59,849 $ 47,993 $ 39,379 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Summary of Common Stock Repurchases | A summary of repurchase activity under these authorizations is as follows: Repurchase Programs by Authorization Date November 2012 May 2013 May 2014 Total Activity For the Year ended December 31, 2015 Shares repurchased — — — — Cost of shares repurchased (in thousands) — — — — Average cost per share — — — — Remaining authorization (in thousands) — — $75,000 $75,000 Activity For the Year ended December 31, 2014 Shares repurchased — 1,347,817 — 1,347,817 Cost of shares repurchased (in thousands) — $54,455 — $54,455 Average cost per share — $40.40 — $40.40 Activity For the Year ended December 31, 2013 Shares repurchased 952,183 534,600 — 1,486,783 Cost of shares repurchased (in thousands) $29,813 $20,488 — $50,301 Average cost per share $31.31 $38.32 — $33.83 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The provision for income taxes for the three years ended December 31, 2015, 2014, and 2013 consists of the following: Year Ended December 31, 2015 2014 2013 Continuing Operations: (in thousands) Current: Federal $ 40,260 $ 31,240 $ 31,326 State 4,663 3,174 4,810 Deferred: Federal 6,540 5,733 8,766 State 1,880 1,729 1,548 Total provision for income taxes from continuing operations $ 53,343 $ 41,876 $ 46,450 |
Schedule of Effective Income Tax Rate Reconciliation | The differences in federal income taxes provided from continuing operations and the amounts determined by applying the federal statutory tax rate of 35% to income before income taxes for the three years ended December 31, 2015, 2014, and 2013 are: Year Ended December 31, 2015 2014 2013 % Amount % Amount % Amount (In thousands) (In thousands) (In thousands) U.S. federal income tax at statutory rate 35.00 % $ 48,326 35.00 % $ 25,811 35.00 % $ 42,193 U.S. state and local income taxes, net 3.48 % 4,802 4.21 % 3,103 3.26 % 3,932 Valuation allowance (1.07 )% (1,484 ) 9.85 % 7,265 0.60 % 724 Goodwill impairment — % — 8.78 % 6,471 — % — Nondeductible expenses 1.50 % 2,081 0.82 % 609 0.52 % 621 U.S. tax on foreign income, net — % — 0.15 % 113 — % — Other (0.28 )% (382 ) (0.05 )% (33 ) 0.34 % 415 Research and development credit, net — % — (0.28 )% (209 ) (1.19 ) (1,435 ) Release of earn-out liability — % — (1.70 )% (1,254 ) — % — Provision for income taxes from continuing operations 38.63 % $ 53,343 56.78 % $ 41,876 38.53 % $ 46,450 |
Unrecognized Tax Benefits Reconciliation | A reconciliation of the beginning and ending amount of unrecognized tax benefits for the years ended December 31, 2015, 2014, and 2013 is as follows: Year Ended December 31, 2015 2014 2013 (In thousands) Balance at January 1, $ 7,315 $ 5,633 $ 3,069 Additions based on tax positions related to the current year 476 1,693 2,681 Lapse of statute of limitations (925 ) (11 ) (117 ) Settlements (267 ) — — Balance at December 31, $ 6,599 $ 7,315 $ 5,633 |
Schedule of Deferred Tax Assets and Liabilities | The net deferred tax asset (liability) was comprised of the following at December 31, 2015 and 2014: December 31, 2015 2014 Deferred tax assets: (In thousands) Merchant contract costs $ 14,155 $ 10,689 Loss reserve and accounts receivable allowance 543 1,513 Share-based compensation 7,800 8,096 FIN No. 48 deferred tax reserve-state tax 2,509 2,640 Other comprehensive income — 54 Net operating loss carry-forward 10,987 12,492 Reserve for litigation — 272 State net operating loss carry-forwards 32 32 Deferred revenue 1,185 — Capital loss carry-forward 1,616 1,616 Deferred compensation 5,850 1,482 Deferred state tax assets 2,389 1,552 Intangibles — 1,349 Unearned rent 581 141 Other 626 943 Deferred tax assets 48,273 42,871 Less valuation allowance (6,504 ) (7,989 ) Net deferred tax assets 41,769 34,882 Deferred tax liabilities: Capitalized signing bonus 25,846 20,716 Software development 31,817 29,589 Property and equipment 5,677 3,337 Goodwill 25,953 17,736 Intangibles 3,759 — Deferred tax liabilities 93,052 71,378 Net deferred tax liabilities (51,283 ) (36,496 ) |
Stock Incentive Plans (Tables)
Stock Incentive Plans (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Employee Service Share-based Compensation Allocation of Recognized Period Costs | Amounts the Company recognized in its consolidated financial statements for the years ended December 31, 2015, 2014, and 2013 with respect to these share-based plans were as follows: Year Ended December 31, 2015 2014 2013 (In thousands) Compensation expense recognized on share-based plans before income tax benefit $ 21,262 $ 13,269 $ 12,838 Related income tax benefit recognized in the income statement 9,483 5,175 4,981 Cash received from stock option exercises 2,910 6,109 14,174 Excess tax benefit recorded for tax deductions resulting from the exercise of stock options 9,634 7,524 11,596 Tax benefit realized as reductions of estimated tax payments during the period 5,740 4,179 8,587 |
Summary of Future Diluted Earnings Per Share Target Associated With Restricted Share Units | In the fourth quarters of 2013, 2014 and 2015, the Compensation Committee of the Company's Board of Directors approved grants of PRSUs having rights to earn 0% to 250% of a target number of shares of the Company’s common stock depending on the achievement of grant-specific performance targets and service vesting as shown in the following table: Performance Awards by Grant Date 4th Quarter 2013 4th Quarter 2014 4th Quarter 2015 PRSUs granted at target 115,223 47,421 50,613 % of Target shares earned (a) (a) (a) Vesting during 2017 50% Vesting during 2018 50% 50% Vesting during 2019 — 50% 50% Vesting during 2020 50% Grant Performance Target (b) (c) (d) (a) PRSUs are still in the performance period. (b) The target number of shares for these PRSUs will be earned only if the Company achieves a pro forma diluted earnings per share growth rate of forty percent ( 40 )% over the three-year period ending December 31, 2016. Shares actually earned could range from 0% to 250% of target determined by the actual growth rate achieved over the three -year period ending December 31, 2016. The Company has recorded expense on these PRSUs based on achieving the 40% target. (c) The target number of shares for these PRSUs will be earned only if the Company achieves a pro forma diluted earnings per share growth rate of forty percent ( 40 )% over the three-year period ending December 31, 2017. Shares actually earned could range from 0% to 225% of target determined by the actual growth rate achieved over the three -year period ending December 31, 2017.The Company has recorded expense on these PRSUs based on achieving the 40% target. (d) The target number of shares for these PRSUs will be earned only if the Company achieves aggregate diluted earnings per share growth rate of thirty percent ( 30 )% over the three-year period ending December 31, 2018. Shares actually earned could range from 0% to 250% of target determined by the actual growth rate achieved over the three -year period ending December 31, 2018. The Company has recorded expense on these PRSUs based on achieving the 30% target. Pro forma diluted earnings per share for (b), (c) and (d) performance targets are calculated excluding non-operating gains and losses, if any, and excluding the after-tax impact of share-based compensation expense. The closing price of the Company's common stock on the grant date equals the grant date fair value of these nonvested Restricted Share Units awards and will be recognized as compensation expense over their vesting periods. |
Schedule of Share-based Compensation, Activity | Stock option and restricted share activity in the Company's share-based plans during 2013 , 2014 and 2015 was as follows: Stock Options Restricted Share Units Combined Shares Weighted-Average Exercise Price Shares Weighted-Average Grant Price Shares Weighted-Average Exercise/ Grant Price Options outstanding 4,230,187 $ 17.39 1,464,636 $ 22.31 5,694,823 $ 18.65 Issued — $ — 491,542 $ 42.50 491,542 $ 42.50 Exercised/vested (1,264,825 ) $ 11.21 (502,225 ) $ 18.72 (1,767,050 ) $ 13.34 Forfeited/cancelled (2,283,218 ) $ 21.84 (98,451 ) $ 23.88 (2,381,669 ) $ 21.92 Outstanding at 682,144 $ 14.26 1,355,502 $ 30.83 2,037,646 $ 25.29 Options exercisable 394,252 $ 13.20 — $ — 394,252 $ 13.20 Issued — $ — 429,591 $ 51.20 429,591 $ 51.20 Exercised/vested (453,001 ) $ 13.49 (457,232 ) $ 25.00 (910,233 ) $ 19.27 Forfeited/cancelled (30,250 ) $ 12.51 (87,142 ) $ 30.78 (117,392 ) $ 26.07 Outstanding at 198,893 $ 16.13 1,240,719 $ 38.49 1,439,612 $ 35.40 Options exercisable 187,643 $ 15.76 — $ — 187,643 $ 15.76 Issued — $ — 518,517 $ 67.82 518,517 $ 67.82 Exercised/vested (183,493 ) $ 15.86 (680,629 ) $ 30.62 (864,122 ) $ 27.49 Forfeited/cancelled (7,000 ) $ 15.22 (51,057 ) $ 45.77 (58,057 ) $ 42.09 Outstanding at 8,400 $ 22.79 1,027,550 $ 55.13 1,035,950 $ 54.87 Options exercisable 5,900 $ 22.15 — $ — 5,900 $ 22.15 |
Fair Value of Financial Instr45
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following tables provide the assets and liabilities carried at fair value measured on a recurring basis as of December 31, 2015 and 2014 : December 31, 2015 Fair Value Measurement Category Total Level 1 Level 2 Level 3 Assets: (In thousands) Investments available for sale: Conservative income bond fund (a) $ 12,970 $ 12,970 $ — $ — Fixed income bond fund (a) 13,886 13,886 — — Total assets $ 26,856 $ 26,856 $ — $ — December 31, 2014 Fair Value Measurement Category Total Level 1 Level 2 Level 3 Assets: (In thousands) Investments available for sale: Conservative income bond fund (a) $ 12,996 $ 12,996 $ — $ — Fixed income bond fund (a) 14,639 14,639 — — Total assets $ 27,635 $ 27,635 $ — $ — (a) amounts included in Funds held for customers on the Consolidated Balance Sheet |
Schedule of Fair Value, Assets and Liabilities Measured on Nonrecurring Basis | The following tables provide the assets and liabilities carried at fair value measured on a non-recurring basis as of December 31, 2015 and 2014 : December 31, 2015 Fair Value Measurement Category Total Level 1 Level 2 Level 3 Liabilities: (In thousands) 2014 Term Credit Facility $ 351,563 $ — $ 351,563 $ — 2014 Revolving Credit Facility 130,000 — 130,000 — Capital Lease Obligation 73 73 Total liabilities $ 481,636 $ — $ 481,563 $ 73 December 31, 2014 Fair Value Measurement Category Total Level 1 Level 2 Level 3 Liabilities: (In thousands) 2014 Term Credit Facility $ 370,312 $ — $ 370,312 $ — 2014 Revolving Credit Facility 189,500 189,500 Capital Lease Obligation 102 102 Total liabilities $ 559,914 $ — $ 559,812 $ 102 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | Future minimum lease payments for all non-cancelable leases as of December 31, 2015 were as follows: For the Years Ended December 31, Operating Leases (a) (In thousands) 2016 $ 18,475 2017 15,455 2018 13,123 2019 9,473 2020 7,839 Thereafter 44,605 Total future minimum lease payments $ 108,970 (a) There were no material capital leases at December 31, 2015. |
Schedule of Contractual Obligations | The following table reflects the Company’s other significant contractual obligations, including leases from above, as of December 31, 2015 : Payments Due by Period Contractual Obligations Total Less than 1 year 1 to 3 Years 3 to 5 years More than 5 years (In thousands) Processing providers (a) $ 9,008 $ 4,013 $ 4,995 $ — $ — Telecommunications providers (b) 6,818 3,307 3,511 — — Facility and equipment leases 108,970 18,475 28,578 17,312 44,605 2014 Term Credit Facility 351,563 18,750 56,250 276,563 — 2014 Revolving Credit Facility (c) 130,000 — — 130,000 — Capital Lease Obligation 73 43 30 — — $ 606,432 $ 44,588 $ 93,364 $ 423,875 $ 44,605 (a) The Company has agreements with several third-party processors to provide to us on a non-exclusive basis payment processing and transmittal, transaction authorization and data capture services, and access to various reporting tools. The Company's agreements with third-party processors require it to submit a minimum monthly number of transactions or volume for processing. If the Company submits a number of transactions or volume that is lower than the minimum, it is required to pay the third-party processors the fees that they would have received if the Company had submitted the required minimum number or volume of transactions. (b) The Company has agreements in place with several large telecommunications companies that provide data center services, wide area network connectivity, and voice services that are used by both the Company call center and card payment processing platforms. These providers require both dollar and term commitments for the services they provide. If the Company does not meet the minimum terms, then there is a requirement to pay the remaining commitments. (c) Interest rates on the 2014 Revolving Credit Facility are variable in nature. The 2014 Revolving Credit Facility is available on a revolving basis until September 4, 2019. While the Company is not contractually obligated to pay $25.0 million of the outstanding balance of the 2014 Revolving Credit Facility, the Company includes this amount in the Current portion of borrowings on the Consolidated Balance Sheet since the Company intends to pay this amount in January 2016 . |
Segments (Tables)
Segments (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | A summary of the Company’s segments for the three years ended December 31, 2015, 2014, and 2013 was as follows: December 31, 2015 2014 2013 Revenues (In thousands) Payment Processing $ 2,371,878 $ 2,111,487 $ 1,979,579 Campus Solutions 117,208 61,538 36,186 Heartland School Solutions (a) 60,870 57,570 50,541 Heartland Payroll Solutions 69,037 50,394 44,565 Other 63,403 30,392 24,501 Total revenues $ 2,682,396 $ 2,311,381 $ 2,135,372 December 31, 2015 2014 2013 Depreciation and amortization (In thousands) Payment Processing $ 35,076 $ 30,702 $ 26,934 Campus Solutions 13,922 6,040 2,330 Heartland School Solutions 4,874 3,857 2,282 Heartland Payroll Solutions 4,286 3,196 3,478 Other 4,266 4,117 1,641 Unallocated corporate administration amounts 531 358 (1,311 ) Total depreciation and amortization $ 62,955 $ 48,270 $ 35,354 Income (loss) from operations Payment Processing $ 119,312 $ 127,553 $ 138,226 Campus Solutions 36,293 12,653 3,930 Heartland School Solutions (a) 23,451 10,874 16,348 Heartland Payroll Solutions 9,465 9,076 3,404 Leaf (b) (4,692 ) (47,906 ) (2,824 ) Other 2,088 1,330 229 Unallocated corporate administration amounts (40,369 ) (31,460 ) (33,215 ) Total income from operations $ 145,548 $ 82,120 $ 126,098 Interest Expense Payment Processing $ 4,221 $ 5,178 $ 5,425 Campus Solutions 7,883 2,754 7 Heartland Payroll Solutions 591 — — Other 1,489 125 — Reconciling — — (3 ) Total interest expense $ 14,184 $ 8,057 $ 5,429 Net income (loss) from continuing operations Payment Processing $ 73,711 $ 74,567 $ 81,520 Campus Solutions 17,470 6,686 2,255 Heartland School Solutions (a) 14,477 6,650 9,085 Heartland Payroll Solutions 5,439 5,497 2,056 Leaf (b) (2,148 ) (38,426 ) (2,012 ) Other 526 (4,170 ) 462 Unallocated corporate administration amounts (24,743 ) (18,936 ) (19,264 ) Total net income from continuing operations $ 84,732 $ 31,868 $ 74,102 Assets Payment Processing $ 587,701 $ 524,498 $ 519,589 Campus Solutions 474,995 507,036 81,719 Heartland School Solutions 79,539 84,603 78,573 Heartland Payroll Solutions 281,195 195,657 154,172 Leaf (b) — 4,256 39,457 Other 113,249 62,415 17,247 Total assets $ 1,536,679 $ 1,378,465 $ 890,757 (a) See Note 1, Organization and Operations for a discussion of an Out-of-Period Adjustment recorded in the year ended December 31, 2014. (b) See Note 2, Summary of Significant Accounting Policies — Goodwill for a discussion of Goodwill and Asset Impairments in the year ended December 31, 2014. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Schedule of Calculation of Numerator and Denominator in Earnings Per Share | The following is a reconciliation of the amounts used to calculate basic and diluted earnings per share: Year Ended December 31, 2015 2014 2013 (In thousands, except per share) Numerator: Income from continuing operations attributable to Heartland $ 84,732 $ 33,879 $ 74,712 Income from discontinued operations attributable to Heartland — — 3,914 Net income attributable to Heartland $ 84,732 $ 33,879 $ 78,626 Denominator: Basic weighted average shares outstanding 36,646 36,354 36,791 Effect of dilutive instruments: Stock options and restricted stock units 591 833 1,262 Diluted weighted average shares outstanding 37,237 37,187 38,053 Basic earnings per share: Income from continuing operations $ 2.31 $ 0.93 $ 2.03 Income from discontinued operations $ — $ — $ 0.11 Basic earnings per share $ 2.31 $ 0.93 $ 2.14 Diluted earnings per share: Income from continuing operations $ 2.28 $ 0.91 $ 1.96 Income from discontinued operations $ — $ — $ 0.10 Diluted earnings per share $ 2.28 $ 0.91 $ 2.06 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Discontinued Operation, Income Statement Disclosures | Income from discontinued operations for the year ended December 31, 2013 was as follows (in thousands of dollars): 2013 Revenues $ 1,117 Expenses 870 Income from operations 247 Income from discontinued operations, net of income tax of $68 184 Gain on sale of discontinued operations, net of income tax of $2,067 3,786 Net income from discontinued operations attributable to noncontrolling interests 56 Net income from discontinued operations attributable to Heartland 3,914 |
Quarterly Consolidated Result50
Quarterly Consolidated Results of Operations (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information | The Company's unaudited quarterly results of operations for the years ended December 31, 2015 and 2014 were as follows: For the Quarter Ended March 31, June 30, September 30, December 31, (In thousands, except per share data) Total revenues $ 602,459 $ 675,692 $ 705,667 $ 698,578 Costs of services 514,573 580,392 603,937 593,941 General and administrative expenses 58,124 56,872 59,216 69,793 Total expenses 572,697 637,264 663,153 663,734 Income from operations 29,762 38,428 42,514 34,844 Net income 17,238 20,906 23,881 22,707 Diluted earnings per share $ 0.46 $ 0.56 $ 0.64 $ 0.61 For the Quarter Ended March 31, June 30, September 30, December 31, (In thousands, except per share data) Total revenues $ 523,283 $ 582,859 $ 600,626 $ 604,613 Costs of services 452,435 509,554 520,834 518,519 General and administrative expenses 44,486 43,374 49,381 53,313 Goodwill impairment charge (a) — — — 18,490 Asset impairment charges (a) — — — 18,875 Total expenses 496,921 552,928 570,215 609,197 Income (loss) from operations 26,362 29,931 30,411 (4,584 ) Net income (loss) attributable to Heartland 15,740 17,452 20,458 (19,771 ) Diluted earnings (loss) per share (b) 0.42 0.48 0.56 (0.55 ) (a) See Note 2, Summary of Significant Accounting Policies — Goodwill for a discussion of Goodwill and Asset Impairments. (b) Due to the net loss in the quarter ended December 31, 2014 , calculating Diluted Earnings Per Share using diluted weighted average shares would be anti-dilutive. Therefore, weighted average common stock outstanding was used to calculate Diluted Earnings Per Share for the quarter ended December 31, 2014 . |
Organization and Operations (Ba
Organization and Operations (Bankcard Processing Volume) (Details) $ / shares in Units, $ in Thousands | Dec. 15, 2014$ / sharesshares | Dec. 31, 2015bank_sponsorship_agreement | Dec. 31, 2015USD ($)bank_sponsorship_agreement$ / shares | Sep. 30, 2015USD ($)$ / shares | Jun. 30, 2015USD ($)$ / shares | Mar. 31, 2015USD ($)$ / shares | Dec. 31, 2014USD ($)$ / shares | Sep. 30, 2014USD ($)$ / shares | Jun. 30, 2014USD ($)$ / shares | Mar. 31, 2014USD ($)$ / shares | Dec. 31, 2015USD ($)bank_sponsorship_agreement$ / shares | Dec. 31, 2014USD ($)$ / shares | Dec. 31, 2013USD ($)$ / shares |
Organization and Operations Tables | |||||||||||||
Revenue, decrease | $ 698,578 | $ 705,667 | $ 675,692 | $ 602,459 | $ 604,613 | $ 600,626 | $ 582,859 | $ 523,283 | $ 2,682,396 | $ 2,311,381 | $ 2,135,372 | ||
Reduction to earnings before taxes | 138,075 | 73,744 | 120,552 | ||||||||||
Net income, decrease | $ 84,732 | $ 31,868 | $ 78,072 | ||||||||||
Earnings per share, diluted, decrease (in dollars per share) | $ / shares | $ 0.61 | $ 0.64 | $ 0.56 | $ 0.46 | $ (0.55) | $ 0.56 | $ 0.48 | $ 0.42 | $ 2.28 | $ 0.91 | $ 2.06 | ||
Days to identify alternative bank sponsor following terminated agreement | 6 months | ||||||||||||
Number of bank sponsorship agreements | bank_sponsorship_agreement | 3 | 3 | 3 | ||||||||||
Wells Fargo Bank, N.A. [Member] | |||||||||||||
Organization and Operations Tables | |||||||||||||
Automatic renewal period, sponsor bank agreement | 3 years | ||||||||||||
Conversion option period | 6 months | ||||||||||||
Deutsche Bank [Member] | |||||||||||||
Organization and Operations Tables | |||||||||||||
Automatic renewal period, sponsor bank agreement | 1 year | ||||||||||||
Conversion option period | 6 months | ||||||||||||
Sponsor Bank Agreement, Term | 5 years | ||||||||||||
Written Notice of Non-renewal | 6 months | ||||||||||||
The Bancorp Bank [Member] | |||||||||||||
Organization and Operations Tables | |||||||||||||
Automatic renewal period, sponsor bank agreement | 1 year | ||||||||||||
Written Notice of Non-renewal | 6 months | ||||||||||||
Barclays Bank Delaware [Member] | |||||||||||||
Organization and Operations Tables | |||||||||||||
Automatic renewal period, sponsor bank agreement | 1 year | ||||||||||||
Written Notice of Non-renewal | 6 months | ||||||||||||
Visa And MasterCard [Member] | Wells Fargo Bank, N.A. [Member] | |||||||||||||
Organization and Operations Tables | |||||||||||||
Sponsor banks, bankcard processing volume percentage | 75.00% | ||||||||||||
Visa And MasterCard [Member] | The Bancorp Bank [Member] | |||||||||||||
Organization and Operations Tables | |||||||||||||
Sponsor banks, bankcard processing volume percentage | 18.00% | ||||||||||||
Visa And MasterCard [Member] | Barclays Bank Delaware [Member] | |||||||||||||
Organization and Operations Tables | |||||||||||||
Sponsor banks, bankcard processing volume percentage | 7.00% | ||||||||||||
Merchant bankcard processing [Member] | Visa And MasterCard [Member] | |||||||||||||
Organization and Operations Tables | |||||||||||||
Sales revenue, minimum percentage | 72.00% | ||||||||||||
Heartland School Solutions [Member] | Restatement adjustment [Member] | |||||||||||||
Organization and Operations Tables | |||||||||||||
Revenue, decrease | $ 1,400 | ||||||||||||
Bad debt expense, increase | $ 900 | ||||||||||||
Reduction to earnings before taxes | $ 2,300 | ||||||||||||
Net income, decrease | $ 1,400 | ||||||||||||
Earnings per share, diluted, decrease (in dollars per share) | $ / shares | $ 0.04 | ||||||||||||
Agreement and Plan of Merger [Member] | |||||||||||||
Organization and Operations Tables | |||||||||||||
Merger, convertible to cash, amount per right | $ / shares | $ 53.28 | ||||||||||||
Merger, Stocks issuable, number per appraisal right | shares | 0.6687 | ||||||||||||
Common shares, outstanding, percentage threshold, maximum | 19.90% |
Summary of Significant Accoun52
Summary of Significant Accounting Policies (Details) | Aug. 06, 2014USD ($) | Dec. 31, 2014USD ($) | Sep. 30, 2014USD ($) | Jun. 30, 2014USD ($) | Mar. 31, 2014USD ($) | Dec. 31, 2015USD ($)category$ / shares | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | Sep. 11, 2013USD ($) | Dec. 31, 2012USD ($) |
Significant Accounting Policies [Line Items] | ||||||||||
Impairment of intangible assets (excluding goodwill) | $ 18,875,000 | $ 0 | $ 0 | $ 0 | $ 0 | $ 18,875,000 | $ 0 | |||
Processing-related cash in transit and collateral | 17,800,000 | $ 15,100,000 | 17,800,000 | |||||||
Invoicing terms | 30 days | |||||||||
Due to sponsor banks | 31,165,000 | $ 31,803,000 | 31,165,000 | |||||||
Funds held for customers | 176,492,000 | $ 228,234,000 | 176,492,000 | |||||||
Amortization of capitalized customer acquisition costs, period | 3 years | |||||||||
Impairment of capitalized customer acquisition costs | $ 0 | 0 | ||||||||
Goodwill impairment | 18,490,000 | $ 0 | $ 0 | $ 0 | 0 | 18,490,000 | 0 | |||
Goodwill | 425,712,000 | 490,020,000 | 425,712,000 | 190,978,000 | $ 168,062,000 | |||||
Deferred revenue | 49,000,000 | $ 60,600,000 | 49,000,000 | |||||||
Buy out of Relationship Managers and sales managers commissions, fixed multiple period | 12 months | |||||||||
Determination of accrued buyout liability, gross margin for prior period | 12 months | |||||||||
New SME merchant accrued buyout liability | $ 0 | |||||||||
Period accrued buyout liability increases for new SME merchants | 12 months | |||||||||
Estimated vesting percentage, relationship managers and sales managers | 31.00% | |||||||||
Classification of current accrued buyout liability, period | 12 months | |||||||||
Number of revenue categories | category | 5 | |||||||||
Gain on sale of assets | $ 7,008,000 | 0 | 0 | |||||||
Excess tax benefit from share-based compensation, financing activities | $ 9,634,000 | 7,524,000 | $ 11,596,000 | |||||||
Impairment charge, recognized in earnings, Net | 4,000,000 | |||||||||
Leaf Acquisition, LLC [Member] | ||||||||||
Significant Accounting Policies [Line Items] | ||||||||||
Goodwill | $ 18,500,000 | |||||||||
Gain relating to release from contingent earn-out liability | $ 3,600,000 | |||||||||
Parent's ownership percentage | 66.67% | |||||||||
Building [Member] | ||||||||||
Significant Accounting Policies [Line Items] | ||||||||||
Estimated useful life | 39 years | |||||||||
Building Improvements [Member] | ||||||||||
Significant Accounting Policies [Line Items] | ||||||||||
Estimated useful life | 15 years | |||||||||
Furniture and Fixtures [Member] | Minimum [Member] | ||||||||||
Significant Accounting Policies [Line Items] | ||||||||||
Estimated useful life | 3 years | |||||||||
Furniture and Fixtures [Member] | Maximum [Member] | ||||||||||
Significant Accounting Policies [Line Items] | ||||||||||
Estimated useful life | 10 years | |||||||||
Software Development [Member] | Minimum [Member] | ||||||||||
Significant Accounting Policies [Line Items] | ||||||||||
Estimated useful life | 3 years | |||||||||
Software Development [Member] | Maximum [Member] | ||||||||||
Significant Accounting Policies [Line Items] | ||||||||||
Estimated useful life | 7 years | |||||||||
Available-for-sale Securities [Member] | ||||||||||
Significant Accounting Policies [Line Items] | ||||||||||
Funds held for customers | $ 26,900,000 | |||||||||
Funding Advances [Member] | ||||||||||
Significant Accounting Policies [Line Items] | ||||||||||
Due to sponsor banks | 29,900,000 | 30,500,000 | 29,900,000 | |||||||
smartlink [Member] | ||||||||||
Significant Accounting Policies [Line Items] | ||||||||||
Gain on sale of assets | 7,000,000 | |||||||||
Consideration on sale of assets | 10,000,000 | |||||||||
Gain on disposition of assets, net of tax | $ 4,300,000 | |||||||||
Gain on disposition of assets, net of tax, per share | $ / shares | $ 0.11 | |||||||||
Cash held for customers [Member] | ||||||||||
Significant Accounting Policies [Line Items] | ||||||||||
Available-for-sale Debt Securities, Amortized Cost Basis | $ 148,857,000 | $ 201,378,000 | $ 148,857,000 |
Acquisitions (Narrative) (Detai
Acquisitions (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | Oct. 30, 2015 | Feb. 27, 2015 | Feb. 11, 2015 | Jan. 30, 2015 | Oct. 31, 2014 | Sep. 04, 2014 | Apr. 01, 2014 | Feb. 14, 2014 | Sep. 11, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2015 | Dec. 31, 2012 |
Business Combination, Purchase Price Allocation [Abstract] | |||||||||||||
Goodwill | $ 425,712 | $ 190,978 | $ 490,020 | $ 168,062 | |||||||||
Business Acquisition, Pro Forma Information [Abstract] | |||||||||||||
Total revenues | 2,363,916 | 2,192,298 | |||||||||||
Net income attributable to Heartland | $ 34,909 | $ 79,585 | |||||||||||
Basic earnings per share (in dollars per share) | $ 0.96 | $ 2.16 | |||||||||||
Diluted earnings per share (in dollars per share) | $ 0.94 | $ 2.09 | |||||||||||
Campus Solutions [Member] | |||||||||||||
Business Combination, Purchase Price Allocation [Abstract] | |||||||||||||
Goodwill | $ 257,337 | $ 35,789 | $ 257,363 | $ 33,679 | |||||||||
TouchNet Information Systems, Inc. [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Cost of acquired entity, cash payment | $ 375,000 | ||||||||||||
Acquisition-related costs | 2,300 | ||||||||||||
Business Combination, Purchase Price Allocation [Abstract] | |||||||||||||
Cash and cash equivalents | 34,576 | ||||||||||||
Receivables, net | 12,243 | ||||||||||||
Inventory | 66 | ||||||||||||
Prepaid expenses | 601 | ||||||||||||
Property and equipment, net | 3,360 | ||||||||||||
Intangible assets, net | 144,400 | ||||||||||||
Goodwill | 221,575 | ||||||||||||
Total assets acquired | 416,821 | ||||||||||||
Accounts payable | 2,236 | ||||||||||||
Accrued expenses and other liabilities | 2,896 | ||||||||||||
Current portion of unearned revenue | 24,014 | ||||||||||||
Current tax liability | 13,914 | ||||||||||||
Long-term portion of unearned revenue | 2,037 | ||||||||||||
Net assets acquired | $ 371,724 | ||||||||||||
TouchNet Information Systems, Inc. [Member] | Term Loan [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Debt instrument, term | 5 years | ||||||||||||
MCS Software [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Cost of acquired entity, cash payment | $ 17,300 | ||||||||||||
Net tangible liabilities assumed | (300) | ||||||||||||
Business Combination, Purchase Price Allocation [Abstract] | |||||||||||||
Intangible assets, net | 6,400 | ||||||||||||
Goodwill | $ 11,200 | ||||||||||||
Xpient [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Cost of acquired entity, cash payment | $ 30,000 | ||||||||||||
Net tangible liabilities assumed | 3,000 | ||||||||||||
Business Combination, Purchase Price Allocation [Abstract] | |||||||||||||
Intangible assets, net | 9,500 | ||||||||||||
Goodwill | $ 21,500 | ||||||||||||
Liquor POS [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Cost of acquired entity, cash payment | $ 3,300 | ||||||||||||
Net tangible liabilities assumed | (100) | ||||||||||||
Business Combination, Purchase Price Allocation [Abstract] | |||||||||||||
Intangible assets, net | 1,200 | ||||||||||||
Goodwill | $ 2,200 | ||||||||||||
Leaf Acquisition, LLC [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Cost of acquired entity, cash payment | $ 14,500 | ||||||||||||
Intangible assets acquired | 6,900 | ||||||||||||
Net tangible liabilities assumed | $ 4,100 | ||||||||||||
Parent's ownership percentage | 66.67% | ||||||||||||
Acquisition of less than 100% | $ 6,800 | ||||||||||||
Business Combination, Purchase Price Allocation [Abstract] | |||||||||||||
Goodwill | $ 18,500 | ||||||||||||
MCS Software [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Cost of acquired entity, cash payment | $ 30,000 | ||||||||||||
Net tangible liabilities assumed | (4,400) | ||||||||||||
Business Combination, Purchase Price Allocation [Abstract] | |||||||||||||
Intangible assets, net | 14,500 | ||||||||||||
Goodwill | $ 20,700 | ||||||||||||
Menusoft Systems Corporation [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Cost of acquired entity, cash payment | $ 18,700 | ||||||||||||
Net tangible liabilities assumed | 700 | ||||||||||||
Business Combination, Purchase Price Allocation [Abstract] | |||||||||||||
Intangible assets, net | 4,700 | ||||||||||||
Goodwill | $ 14,700 | ||||||||||||
Dinerware [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Cost of acquired entity, cash payment | $ 15,000 | ||||||||||||
Net tangible liabilities assumed | (200) | ||||||||||||
Business Combination, Purchase Price Allocation [Abstract] | |||||||||||||
Intangible assets, net | 2,600 | ||||||||||||
Goodwill | $ 12,800 | ||||||||||||
pcAmerica [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Cost of acquired entity, cash payment | $ 15,000 | ||||||||||||
Net tangible liabilities assumed | (1,300) | ||||||||||||
Business Combination, Purchase Price Allocation [Abstract] | |||||||||||||
Intangible assets, net | 1,500 | ||||||||||||
Goodwill | $ 14,900 | ||||||||||||
Term Loan [Member] | TouchNet Information Systems, Inc. [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Maximum borrowing capacity | $ 375,000 |
Acquisitions (Weighted Average
Acquisitions (Weighted Average Amortization Life) (Details) - USD ($) $ in Thousands | Oct. 30, 2015 | Feb. 27, 2015 | Feb. 11, 2015 | Jan. 30, 2015 | Oct. 31, 2014 | Sep. 04, 2014 | Apr. 01, 2014 | Feb. 14, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||||||
Goodwill | $ 490,020 | $ 425,712 | $ 190,978 | $ 168,062 | ||||||||
MCS Software [Member] | ||||||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||||||
Goodwill | $ 11,200 | |||||||||||
Weighted-average amortization life | 11 years | |||||||||||
MCS Software [Member] | Software [Member] | ||||||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||||||
Weighted-average amortization life | 5 years | |||||||||||
MCS Software [Member] | Customer relationships [Member] | ||||||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||||||
Weighted-average amortization life | 14 years | |||||||||||
MCS Software [Member] | Non-compete agreements [Member] | ||||||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||||||
Weighted-average amortization life | 5 years | |||||||||||
Xpient [Member] | ||||||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||||||
Goodwill | $ 21,500 | |||||||||||
Weighted-average amortization life | 14 years | |||||||||||
Xpient [Member] | Software [Member] | ||||||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||||||
Weighted-average amortization life | 21 years | |||||||||||
Xpient [Member] | Customer relationships [Member] | ||||||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||||||
Weighted-average amortization life | 10 years | |||||||||||
Xpient [Member] | Trademark [Member] | ||||||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||||||
Weighted-average amortization life | 5 years | |||||||||||
Xpient [Member] | Non-compete agreements [Member] | ||||||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||||||
Weighted-average amortization life | 3 years | |||||||||||
pcAmerica [Member] | ||||||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||||||
Goodwill | $ 14,900 | |||||||||||
Weighted-average amortization life | 14 years | |||||||||||
pcAmerica [Member] | Software [Member] | ||||||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||||||
Weighted-average amortization life | 20 years | |||||||||||
pcAmerica [Member] | Customer relationships [Member] | ||||||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||||||
Weighted-average amortization life | 5 years | |||||||||||
pcAmerica [Member] | Trademark [Member] | ||||||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||||||
Weighted-average amortization life | 5 years | |||||||||||
pcAmerica [Member] | Non-compete agreements [Member] | ||||||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||||||
Weighted-average amortization life | 5 years | |||||||||||
TouchNet [Member] | ||||||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||||||
Goodwill | $ 221,575 | |||||||||||
Weighted-average amortization life | 18 years | |||||||||||
TouchNet [Member] | Software [Member] | ||||||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||||||
Weighted-average amortization life | 15 years | |||||||||||
TouchNet [Member] | Customer relationships [Member] | ||||||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||||||
Weighted-average amortization life | 20 years | |||||||||||
TouchNet [Member] | Trademark [Member] | ||||||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||||||
Weighted-average amortization life | 5 years | |||||||||||
TouchNet [Member] | Non-compete agreements [Member] | ||||||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||||||
Weighted-average amortization life | 5 years | |||||||||||
MCS Software [Member] | ||||||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||||||
Goodwill | $ 20,700 | |||||||||||
Weighted-average amortization life | 12 years | |||||||||||
MCS Software [Member] | Software [Member] | ||||||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||||||
Weighted-average amortization life | 4 years | |||||||||||
MCS Software [Member] | Customer relationships [Member] | ||||||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||||||
Weighted-average amortization life | 13 years | |||||||||||
MCS Software [Member] | Non-compete agreements [Member] | ||||||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||||||
Weighted-average amortization life | 6 years | |||||||||||
Liquor POS [Member] | ||||||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||||||
Goodwill | $ 2,200 | |||||||||||
Weighted-average amortization life | 9 years | |||||||||||
Liquor POS [Member] | Software [Member] | ||||||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||||||
Weighted-average amortization life | 7 years | |||||||||||
Liquor POS [Member] | Customer relationships [Member] | ||||||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||||||
Weighted-average amortization life | 10 years | |||||||||||
Liquor POS [Member] | Non-compete agreements [Member] | ||||||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||||||
Weighted-average amortization life | 5 years | |||||||||||
Liquor POS [Member] | Patents [Member] | ||||||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||||||
Weighted-average amortization life | 5 years | |||||||||||
Dinerware [Member] | ||||||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||||||
Goodwill | $ 12,800 | |||||||||||
Weighted-average amortization life | 13 years | |||||||||||
Dinerware [Member] | Software [Member] | ||||||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||||||
Weighted-average amortization life | 17 years | |||||||||||
Dinerware [Member] | Customer relationships [Member] | ||||||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||||||
Weighted-average amortization life | 5 years | |||||||||||
Dinerware [Member] | Trademark [Member] | ||||||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||||||
Weighted-average amortization life | 5 years | |||||||||||
Dinerware [Member] | Non-compete agreements [Member] | ||||||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||||||
Weighted-average amortization life | 3 years | |||||||||||
Menusoft Systems Corporation [Member] | ||||||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||||||
Goodwill | $ 14,700 | |||||||||||
Weighted-average amortization life | 17 years | |||||||||||
Menusoft Systems Corporation [Member] | Software [Member] | ||||||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||||||
Weighted-average amortization life | 19 years | |||||||||||
Menusoft Systems Corporation [Member] | Customer relationships [Member] | ||||||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||||||
Weighted-average amortization life | 15 years | |||||||||||
Menusoft Systems Corporation [Member] | Trademark [Member] | ||||||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||||||
Weighted-average amortization life | 5 years | |||||||||||
Menusoft Systems Corporation [Member] | Non-compete agreements [Member] | ||||||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||||||
Weighted-average amortization life | 3 years |
Receivables (Schedule of Accoun
Receivables (Schedule of Accounts, Notes, Loans and Financing Receivable) (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total receivables, gross | $ 268,998 | $ 235,656 |
Less allowance for doubtful accounts | (1,706) | (1,552) |
Total receivables, net | 267,292 | 234,104 |
Due from employees | 3,500 | 1,600 |
Accounts receivable from merchants and customers [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total receivables, gross | 224,222 | 200,912 |
Accounts receivable from bankcard networks [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total receivables, gross | 37,621 | 31,279 |
Accounts receivable from others [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total receivables, gross | $ 7,155 | $ 3,465 |
Receivables (Summary of Allowan
Receivables (Summary of Allowance for Doubtful Accounts Receivables) (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | ||||
Additions to allowance | $ 6,155 | $ 3,279 | $ 195 | |
Allowance for Doubtful Accounts [Member] | ||||
Allowance for Doubtful Accounts Receivable [Roll Forward] | ||||
Beginning balance | $ 1,552 | 1,552 | 1,032 | 1,438 |
Out-of-Period adjustment | 0 | 875 | 0 | |
Additions to allowance | 6,155 | 2,405 | 180 | |
Charges against allowance | (6,064) | (3,426) | (586) | |
Additions for acquisitions | $ 63 | 666 | 0 | |
Ending balance | $ 1,706 | $ 1,552 | $ 1,032 |
Funds Held for Customers and 57
Funds Held for Customers and Investments (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2015 | |
Funds Held for Customers: | ||
Available-for-sale securities, Gross Unrealized Gains | $ 2 | $ 18 |
Available-for-sale securities, Gross Unrealized Losses | (67) | (67) |
Available-for-sale securities, Cost | 176,557 | 228,283 |
Available-for-sale securities, Estimated Fair Value | 176,492 | 228,234 |
Impairment charge, recognized in earnings, Net | 4,000 | |
Conservative income bond fund - available for sale [Member] | ||
Funds Held for Customers: | ||
Available for sale cost | 13,012 | 13,012 |
Available-for-sale debt securities, Gross Unrealized Gains | 0 | 0 |
Available-for-sale debt securities, Gross Unrealized Losses | (16) | (42) |
Available-for-sale debt securities, Estimated Fair Value | 12,996 | 12,970 |
Fixed income bonds - available for sale [Member] | ||
Funds Held for Customers: | ||
Available for sale cost | 14,688 | 13,893 |
Available-for-sale debt securities, Gross Unrealized Gains | 2 | 18 |
Available-for-sale debt securities, Gross Unrealized Losses | (51) | (25) |
Available-for-sale debt securities, Estimated Fair Value | 14,639 | 13,886 |
Cash held for payroll customers [Member] | ||
Funds Held for Customers: | ||
Available for sale cost | 148,857 | 201,378 |
Cash Held for Clients | 148,857 | 201,378 |
Available-for-sale securities, Gross Unrealized Gains | 0 | 0 |
Available-for-sale securities, Gross Unrealized Losses | 0 | 0 |
Fixed income bonds - available for sale [Member] | ||
Funds Held for Customers: | ||
Available for sale cost | 13,893 | |
Available-for-sale debt securities, Estimated Fair Value | $ 13,886 | |
Fixed income bonds - available for sale [Member] | Available-for-sale Securities [Member] | ||
Funds Held for Customers: | ||
Proceeds from sale of investments | 25,200 | |
Gain on Sale of Investments | $ 300 |
Funds Held for Customers and 58
Funds Held for Customers and Investments - Expected Maturities (Details) - Fixed Income Funds [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2015 | |
Investment Holdings [Line Items] | ||
Available for sale cost | $ 13,893 | |
Available for sale cost, Less Than 1 Year | 2,153 | |
Available for sale cost, 1 To 5 Years | 11,740 | |
Available for sale cost, 5 To 10 Years | 0 | |
Available for sale estimated fair value | 13,886 | |
Available for sale estimated fair value, Less Than 1 Year | 2,154 | |
Available for sale estimated fair value, 1 To 5 Years | 11,732 | |
Available for sale estimated fair value, 5 To 10 Years | $ 0 | |
Available-for-sale Securities [Member] | ||
Investment Holdings [Line Items] | ||
Proceeds from sale of investments | $ 25,200 | |
Gain on Sale of Investments | $ 300 |
Capitalized Customer Acquisit59
Capitalized Customer Acquisition Costs, Net (Capitalized Customer Acquisition Costs Net) (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Capitalized Customer Acquisition Costs, Net [Abstract] | ||||
Capitalized signing bonuses | $ 118,816 | $ 98,879 | ||
Less accumulated amortization | (54,539) | (47,238) | ||
Capitalized signing bonuses, net | 64,277 | 51,641 | ||
Capitalized customer deferred acquisition costs | 64,310 | 54,583 | ||
Less accumulated amortization | (39,592) | (33,117) | ||
Capitalized customer deferred acquisition costs, net | 24,718 | 21,466 | ||
Capitalized customer acquisition costs, net | $ 88,995 | $ 73,107 | $ 61,027 | $ 56,425 |
Capitalized Customer Acquisit60
Capitalized Customer Acquisition Costs, Net (Capitalized Customer Acquisition Activity) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Capitalized Customer Acquisition Costs, Net [Roll Forward] | |||
Balance at beginning of period | $ 73,107,000 | $ 61,027,000 | $ 56,425,000 |
Capitalized signing bonuses, net | 48,289,000 | 38,875,000 | 29,091,000 |
Capitalized customer deferred acquisition costs | 28,562,000 | 24,831,000 | 21,159,000 |
Capitalized customer acquisition costs, additions | 76,851,000 | 63,706,000 | 50,250,000 |
Capitalized signing bonuses, net | (35,653,000) | (30,345,000) | (27,767,000) |
Capitalized customer deferred acquisition costs | (25,310,000) | (21,281,000) | (17,881,000) |
Capitalized customer acquisition costs, amortization expense | (60,963,000) | (51,626,000) | (45,648,000) |
Balance at end of period | 88,995,000 | 73,107,000 | 61,027,000 |
Signing bonus adjustments from estimated amounts to actual | (5,100,000) | (4,000,000) | (3,700,000) |
Write-off of fully amortized signing bonuses | 28,000,000 | 26,700,000 | 27,800,000 |
Write-off of fully amortized customer deferred acquisition costs | (18,800,000) | $ (15,500,000) | $ (13,700,000) |
Impairment net of signing bonus | $ 0 |
Property and Equipment, Net (Pr
Property and Equipment, Net (Property, Plant and Equipment) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Property, Plant and Equipment, Net, by Type [Abstract] | |||
Property, plant and equipment, gross | $ 329,802 | $ 289,500 | |
Less accumulated depreciation | (163,110) | (135,197) | |
Property and equipment, net | 166,692 | 154,303 | |
Depreciation expense | 43,400 | 36,400 | $ 30,100 |
Computer hardware and software [Member] | |||
Property, Plant and Equipment, Net, by Type [Abstract] | |||
Property, plant and equipment, gross | 225,988 | 196,170 | |
Building [Member] | |||
Property, Plant and Equipment, Net, by Type [Abstract] | |||
Property, plant and equipment, gross | 55,095 | 54,998 | |
Leasehold improvements [Member] | |||
Property, Plant and Equipment, Net, by Type [Abstract] | |||
Property, plant and equipment, gross | 17,360 | 11,966 | |
Furniture, fixtures and equipment [Member] | |||
Property, Plant and Equipment, Net, by Type [Abstract] | |||
Property, plant and equipment, gross | 23,836 | 18,895 | |
Land [Member] | |||
Property, Plant and Equipment, Net, by Type [Abstract] | |||
Property, plant and equipment, gross | 7,523 | 7,471 | |
Internally developed projects [Member] | |||
Property, Plant and Equipment, Net, by Type [Abstract] | |||
Property and equipment, net | 61,256 | 53,000 | |
Assets not placed in service | 20,600 | 25,800 | |
Increase in capitalized costs | 36,900 | 40,300 | 38,400 |
Capitalized costs placed in service | $ 39,700 | $ 36,500 | $ 25,700 |
Property and Equipment, Net (Es
Property and Equipment, Net (Estimated Future Depreciation) (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, net | $ 166,692 | $ 154,303 |
Capitalized costs, internally developed projects | ||
Property, Plant and Equipment [Line Items] | ||
2,015 | 30,297 | |
2,016 | 19,853 | |
2,017 | 8,314 | |
2,018 | 1,602 | |
2,019 | 894 | |
Thereafter | 296 | |
Property and equipment, net | $ 61,256 | $ 53,000 |
Intangible Assets and Goodwil63
Intangible Assets and Goodwill (Schedule of Finite-Lived Intangible Assets by Major Class) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Finite-Lived Intangible Assets [Line Items] | |||
Gross Assets | $ 246,565 | $ 234,263 | |
Accumulated Amortization | (49,342) | (41,710) | |
Net Asset | 197,223 | 192,553 | |
Finite-lived intangible assets, amortization expense | 20,100 | 13,300 | $ 9,000 |
Customer relationships [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Assets | 179,178 | 159,925 | |
Accumulated Amortization | (33,896) | (22,011) | |
Net Asset | 145,282 | 137,914 | |
Merchant portfolio [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Assets | 4,214 | 4,214 | |
Accumulated Amortization | (3,545) | (3,161) | |
Net Asset | $ 669 | $ 1,053 | |
Weighted-average amortization life | 7 years | 7 years | |
Software [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Assets | $ 52,111 | $ 58,377 | |
Accumulated Amortization | (7,737) | (13,300) | |
Net Asset | 44,374 | 45,077 | |
Non-compete agreements [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Assets | 4,776 | 5,947 | |
Accumulated Amortization | (2,549) | (2,830) | |
Net Asset | 2,227 | 3,117 | |
Other [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Assets | 6,286 | 5,800 | |
Accumulated Amortization | (1,615) | (408) | |
Net Asset | $ 4,671 | $ 5,392 | |
Minimum [Member] | Customer relationships [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted-average amortization life | 5 years | 6 years | |
Minimum [Member] | Software [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted-average amortization life | 3 years | 1 year | |
Minimum [Member] | Other [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted-average amortization life | 5 years | 5 years | |
Maximum [Member] | Customer relationships [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted-average amortization life | 21 years | 21 years | |
Maximum [Member] | Software [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted-average amortization life | 15 years | 15 years | |
Maximum [Member] | Non-compete agreements [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted-average amortization life | 5 years | 5 years | |
Maximum [Member] | Other [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted-average amortization life | 9 years | 9 years |
Intangible Assets and Goodwil64
Intangible Assets and Goodwill (Schedule of Finite-Lived Intangible Assets, Future Amortization Expense) (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Finite-Lived Intangible Assets, Future Amortization Expense [Abstract] | ||
2,015 | $ 19,323 | |
2,016 | 17,786 | |
2,017 | 15,975 | |
2,018 | 14,528 | |
2,019 | 12,715 | |
Thereafter | 116,896 | |
Net Asset | $ 197,223 | $ 192,553 |
Intangible Assets and Goodwil65
Intangible Assets and Goodwill (Schedule of Goodwill) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||
Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Goodwill [Roll Forward] | |||||||
Beginning balance | $ 190,978 | $ 425,712 | $ 190,978 | $ 168,062 | |||
Goodwill acquired during the period | 64,574 | 258,301 | 20,619 | ||||
Goodwill impairment | $ (18,490) | $ 0 | $ 0 | 0 | 0 | (18,490) | 0 |
Other | (266) | (5,077) | 2,297 | ||||
Ending balance | 425,712 | 490,020 | 425,712 | 190,978 | |||
Payment Processing [Member] | |||||||
Goodwill [Roll Forward] | |||||||
Beginning balance | 43,701 | 43,701 | 43,701 | 43,701 | |||
Goodwill acquired during the period | 0 | 0 | 0 | ||||
Goodwill impairment | 0 | ||||||
Other | 0 | 0 | 0 | ||||
Ending balance | 43,701 | 43,701 | 43,701 | 43,701 | |||
Campus Solutions [Member] | |||||||
Goodwill [Roll Forward] | |||||||
Beginning balance | 35,789 | 257,337 | 35,789 | 33,679 | |||
Goodwill acquired during the period | 0 | 222,076 | 0 | ||||
Goodwill impairment | 0 | ||||||
Other | 26 | (528) | 2,110 | ||||
Ending balance | 257,337 | 257,363 | 257,337 | 35,789 | |||
Heartland School Solutions [Member] | |||||||
Goodwill [Roll Forward] | |||||||
Beginning balance | 53,350 | 64,522 | 53,350 | 53,350 | |||
Goodwill acquired during the period | 0 | 13,592 | 0 | ||||
Goodwill impairment | 0 | ||||||
Other | 0 | (2,420) | 0 | ||||
Ending balance | 64,522 | 64,522 | 64,522 | 53,350 | |||
Heartland Payroll Solutions [Member] | |||||||
Goodwill [Roll Forward] | |||||||
Beginning balance | 31,018 | 31,018 | 31,018 | 30,831 | |||
Goodwill acquired during the period | 21,915 | 0 | 0 | ||||
Goodwill impairment | 0 | ||||||
Other | (1,180) | 0 | 187 | ||||
Ending balance | 31,018 | 51,753 | 31,018 | 31,018 | |||
Leaf [Member] | |||||||
Goodwill [Roll Forward] | |||||||
Beginning balance | 20,619 | 0 | 20,619 | 0 | |||
Goodwill acquired during the period | $ 0 | 0 | 20,619 | ||||
Goodwill impairment | (18,490) | ||||||
Other | (2,129) | 0 | |||||
Ending balance | 0 | $ 0 | 0 | 20,619 | |||
Other [Member] | |||||||
Goodwill [Roll Forward] | |||||||
Beginning balance | $ 6,501 | 29,134 | 6,501 | 6,501 | |||
Goodwill acquired during the period | 42,659 | 22,633 | 0 | ||||
Goodwill impairment | 0 | ||||||
Other | 888 | 0 | 0 | ||||
Ending balance | $ 29,134 | $ 72,681 | $ 29,134 | $ 6,501 |
Intangible Assets and Goodwil66
Intangible Assets and Goodwill (Goodwill Segment Percentage of Total Assets) (Details) | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Payment Processing [Member] | |||
Acquired Indefinite-lived Intangible Assets [Line Items] | |||
Portion of total assets that are goodwill | 7.40% | 8.30% | 8.40% |
Campus Solutions [Member] | |||
Acquired Indefinite-lived Intangible Assets [Line Items] | |||
Portion of total assets that are goodwill | 54.20% | 50.80% | 43.80% |
Heartland School Solutions [Member] | |||
Acquired Indefinite-lived Intangible Assets [Line Items] | |||
Portion of total assets that are goodwill | 81.10% | 76.30% | 67.90% |
Heartland Payroll Solutions [Member] | |||
Acquired Indefinite-lived Intangible Assets [Line Items] | |||
Portion of total assets that are goodwill | 18.40% | 15.90% | 20.10% |
Leaf [Member] | |||
Acquired Indefinite-lived Intangible Assets [Line Items] | |||
Portion of total assets that are goodwill | 0.00% | 0.00% | 52.30% |
Other [Member] | |||
Acquired Indefinite-lived Intangible Assets [Line Items] | |||
Portion of total assets that are goodwill | 64.20% | 46.70% | 37.70% |
Processing Liabilities (Details
Processing Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | 4 Months Ended | 12 Months Ended | ||||
Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Processing Liabilities and Loss Reserves [Line Items] | |||||||
Processing liabilities | $ 119,398 | $ 152,188 | $ 119,398 | $ 152,188 | $ 119,398 | ||
SME [Member] | |||||||
Processing Liabilities and Loss Reserves [Line Items] | |||||||
Chargebacks, card brand networks, period | 4 months | ||||||
Processing volume | 31,800,000 | 27,800,000 | $ 93,100,000 | 81,100,000 | $ 74,600,000 | ||
Bank chargebacks | 18,000 | 16,000 | $ 11,700 | ||||
Merchant credit losses | $ 2,900 | $ 7,300 | $ 3,100 | ||||
Merchant credit losses - basis points | 0.31% | 0.90% | 0.41% | ||||
ALC [Member] | SME [Member] | |||||||
Processing Liabilities and Loss Reserves [Line Items] | |||||||
Merchant credit losses | 4,600 | ||||||
Merchant deposits [Member] | |||||||
Processing Liabilities and Loss Reserves [Line Items] | |||||||
Processing liabilities | 6,655 | 7,088 | 6,655 | $ 7,088 | $ 6,655 | ||
Merchant bankcard processing [Member] | |||||||
Processing Liabilities and Loss Reserves [Line Items] | |||||||
Processing liabilities | 109,361 | 144,095 | 109,361 | 144,095 | 109,361 | ||
Loss reserves [Member] | |||||||
Processing Liabilities and Loss Reserves [Line Items] | |||||||
Processing liabilities | $ 3,382 | $ 1,005 | $ 3,382 | $ 1,005 | $ 3,382 |
Processing Liabilities (Schedul
Processing Liabilities (Schedule Of Credit And Fraud Loss Reserve) (Details) - Loss reserves [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Beginning balance | $ 3,382 | $ 1,505 | $ 1,955 |
Additions to reserve | 2,852 | 9,650 | 2,738 |
Charges against reserve | (5,229) | (7,773) | (3,188) |
Ending balance | $ 1,005 | $ 3,382 | $ 1,505 |
Credit Facilities (Schedule of
Credit Facilities (Schedule of Maturities of Long-term Debt) (Details) - USD ($) | Sep. 04, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2015 |
Line of Credit Facility | ||||||
Debt instrument, description of variable rate basis | interest rates equal to one, two, three or six month adjusted LIBOR rates | |||||
Credit agreement, weighted average interest rate | 2.50% | |||||
Total fees and direct costs paid | $ 4,600,000 | |||||
Debt issuance cost | $ 3,500,000 | |||||
Federal Funds Rate [Member] | ||||||
Line of Credit Facility | ||||||
Credit agreement, basis spread on variable rate | 0.50% | |||||
LIBOR [Member] | ||||||
Line of Credit Facility | ||||||
Debt instrument, description of variable rate basis | LIBOR | |||||
Adjusted monthly LIBOR rates | 1 month | 2 months | 3 months | 6 months | ||
Credit agreement, basis spread on variable rate | 1.00% | |||||
Revolving Credit Facility [Member] | ||||||
Line of Credit Facility | ||||||
Maximum borrowing capacity | 400,000,000 | $ 150,000,000 | ||||
Total principal payments due under Term Credit Facility | 130,000,000 | |||||
Revolving Credit Facility [Member] | Swing Line Loans [Member] | ||||||
Line of Credit Facility | ||||||
Maximum borrowing capacity | 35,000,000 | |||||
Revolving Credit Facility [Member] | Letter of Credit [Member] | ||||||
Line of Credit Facility | ||||||
Maximum borrowing capacity | $ 35,000,000 | |||||
Term Credit Facility [Member] | ||||||
Line of Credit Facility | ||||||
Total principal payments due under Term Credit Facility | $ 352,000,000 | |||||
Term Credit Facility [Member] | Repayment Period One [Member] | ||||||
Line of Credit Facility | ||||||
Principal payments, percentage | 5.00% | |||||
Debt instrument, term | 3 years | |||||
Term Credit Facility [Member] | Repayment Period Two [Member] | ||||||
Line of Credit Facility | ||||||
Principal payments, percentage | 7.50% | |||||
Term Credit Facility [Member] | Repayment Period Three [Member] | ||||||
Line of Credit Facility | ||||||
Principal payments, percentage | 10.00% | |||||
Fair Value, Inputs, Level 2 [Member] | Fair Value, Measurements, Nonrecurring [Member] | Revolving Credit Facility [Member] | ||||||
Line of Credit Facility | ||||||
Total principal payments due under Term Credit Facility | $ 189,500,000 | $ 189,500,000 | $ 189,500,000 | $ 189,500,000 |
Accrued Buyout Liability (Summa
Accrued Buyout Liability (Summary of Accrued Buyout Liability) (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Accrued Buyout Liability [Line Items] | ||||
Accrued buyout liability, total | $ 59,849 | $ 47,993 | $ 39,379 | $ 35,410 |
Less current portion | (18,549) | (15,023) | ||
Long-term portion of accrued buyout liability | $ 41,300 | 32,970 | ||
Estimated vesting percentage, relationship managers and sales managers | 31.00% | |||
Hypothetical increase to vesting percentage, Relationship Managers and sales managers | 5.00% | |||
Hypothetical vesting percentage, Relationship Managers and sales managers | 36.00% | |||
Hypothetical increase to accrued buyout liability | $ 300 | 200 | ||
Accrued Buyout Liability [Member] | ||||
Accrued Buyout Liability [Line Items] | ||||
Accrued buyout liability, total | 59,849 | 47,993 | ||
Less current portion | (18,549) | (15,023) | ||
Long-term portion of accrued buyout liability | 41,300 | 32,970 | ||
Accrued Buyout Liability [Member] | Vested Relationship Managers and sales managers [Member] | ||||
Accrued Buyout Liability [Line Items] | ||||
Accrued buyout liability, total | 58,131 | 46,301 | ||
Accrued Buyout Liability [Member] | Unvested Relationship Managers and sales managers [Member] | ||||
Accrued Buyout Liability [Line Items] | ||||
Accrued buyout liability, total | $ 1,718 | $ 1,692 |
Accrued Buyout Liability (Sum71
Accrued Buyout Liability (Summary of Activity in Accrued Buyout Liability) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Accrued Buyout Liability [Roll Forward] | |||
Beginning balance | $ 47,993 | $ 39,379 | $ 35,410 |
Increase in settlement obligation, net | 27,264 | 20,182 | 17,620 |
Buyouts | (15,408) | (11,568) | (13,651) |
Ending balance | $ 59,849 | $ 47,993 | $ 39,379 |
Stockholders' Equity (Schedule
Stockholders' Equity (Schedule Of Dividends Paid) (Details) - USD ($) | Feb. 02, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | May. 08, 2014 | May. 08, 2013 | Nov. 02, 2012 |
Class of Stock [Line Items] | |||||||
Cost of shares repurchased | $ 0 | $ 54,455,000 | $ 49,625,000 | ||||
Amount Paid Per Common Share (in dollars per share) | $ 0.40 | $ 0.34 | $ 0.28 | ||||
Payments of Ordinary Dividends, Common Stock | $ 14,671,000 | $ 12,331,000 | $ 10,321,000 | ||||
Subsequent Event [Member] | |||||||
Class of Stock [Line Items] | |||||||
Cash dividend declared on common stock (in dollars per share) | $ 0.1 | ||||||
Common Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Shares repurchased | 0 | 1,347,817 | 1,486,783 | ||||
Cost of shares repurchased | $ 0 | $ 54,455,000 | $ 50,301,000 | ||||
Average cost (in dollars per share) | $ 0 | $ 40.40 | $ 33.83 | ||||
Remaining authorization | $ 75,000,000 | ||||||
November 2, 2012 Program [Member] | |||||||
Class of Stock [Line Items] | |||||||
Common stock repurchase, shares authorized | $ 50,000,000 | ||||||
November 2, 2012 Program [Member] | Common Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Shares repurchased | 0 | 0 | 952,183 | ||||
Cost of shares repurchased | $ 0 | $ 0 | $ 29,813,000 | ||||
Average cost (in dollars per share) | $ 0 | $ 0 | $ 31.31 | ||||
May 8, 2013 Program [Member] | |||||||
Class of Stock [Line Items] | |||||||
Common stock repurchase, shares authorized | $ 75,000,000 | ||||||
May 8, 2013 Program [Member] | Common Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Shares repurchased | 1,347,817 | 534,600 | |||||
Cost of shares repurchased | $ 54,455,000 | $ 20,488,000 | |||||
Average cost (in dollars per share) | $ 40.40 | $ 38.32 | |||||
Remaining authorization | $ 0 | ||||||
May 8, 2014 Program [Member] | |||||||
Class of Stock [Line Items] | |||||||
Common stock repurchase, shares authorized | $ 75,000,000 | ||||||
May 8, 2014 Program [Member] | Common Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Remaining authorization | $ 75,000,000 |
Income Taxes (Schedule of Compo
Income Taxes (Schedule of Components of Income Tax Expense (Benefit)) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | |||
Uncertain tax positions, interest expense | $ 175 | $ 225 | $ 160 |
Current: | |||
Federal | 40,260 | 31,240 | 31,326 |
State | 4,663 | 3,174 | 4,810 |
Deferred: | |||
Federal | 6,540 | 5,733 | 8,766 |
State | 1,880 | 1,729 | 1,548 |
Total provision for income taxes from continuing operations | $ 53,343 | $ 41,876 | $ 46,450 |
Income Taxes (Schedule of Effec
Income Taxes (Schedule of Effective Income Tax Rate Reconciliation, Continuing Operations) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Effective Income Tax Rate, Tax Rate Reconciliation | |||
U.S. federal income tax at statutory rate | 35.00% | 35.00% | 35.00% |
Valuation allowance | (1.07%) | 9.85% | 0.60% |
Goodwill impairment | 0.00% | 8.78% | 0.00% |
U.S. state and local income taxes, net | 3.48% | 4.21% | 3.26% |
Nondeductible expenses | 1.50% | 0.82% | 0.52% |
U.S. tax on foreign income, net | 0.00% | 0.15% | 0.00% |
Release of earn-out liability | 0.00% | (1.70%) | 0.00% |
U.S. tax on foreign income, net | (0.00%) | (0.28%) | (1.19%) |
Release of earn-out liability | (0.28%) | (0.05%) | 0.34% |
Provision for income taxes from continuing operations | 38.63% | 56.78% | 38.53% |
Income Tax Expense (Benefit), Income Tax Reconciliation | |||
U.S. federal income tax at statutory rate | $ 48,326 | $ 25,811 | $ 42,193 |
Valuation allowance | (1,484) | 7,265 | 724 |
Goodwill impairment | 0 | 6,471 | 0 |
U.S. state and local income taxes, net | 4,802 | 3,103 | 3,932 |
Nondeductible expenses | 2,081 | 609 | 621 |
U.S. tax on foreign income, net | 0 | 113 | 0 |
Release of earn-out liability | 0 | (1,254) | 0 |
U.S. tax on foreign income, net | 0 | (209) | (1,435) |
Release of earn-out liability | (382) | (33) | 415 |
Total provision for income taxes from continuing operations | $ 53,343 | $ 41,876 | $ 46,450 |
Income Taxes (Unrecognized Tax
Income Taxes (Unrecognized Tax Benefits Reconciliation) (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Sep. 11, 2013 | |
Income Tax Contingency [Line Items] | ||||
Capital loss carry-forward | $ 1,616 | $ 1,616 | ||
Net operating loss carry-forward | 10,987 | 12,492 | ||
Liability for uncertain tax positions | 6,599 | 7,315 | $ 5,600 | |
Unrecognized tax benefits that would impact effective tax rate | 4,500 | 4,900 | 3,800 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||||
Balance at January 1, | 7,315 | 5,633 | 3,069 | |
Additions based on tax positions related to the current year | 476 | 1,693 | 2,681 | |
Lapse of statute of limitations | (925) | (11) | (117) | |
Settlements | (267) | 0 | 0 | |
Balance at December 31, | 6,599 | 7,315 | 5,633 | |
Liability for uncertain tax positions, current | 800 | 700 | 400 | |
Uncertain tax positions, interest expense | 175 | 225 | 160 | |
Excess tax benefit from share-based compensation, financing activities | $ 9,634 | $ 7,524 | $ 11,596 | |
Leaf Acquisition, LLC [Member] | ||||
Income Tax Contingency [Line Items] | ||||
Parent's ownership percentage | 66.67% |
Income Taxes (Schedule of Defer
Income Taxes (Schedule of Deferred Tax Assets and Liabilities) (Details) - USD ($) $ in Thousands | 5 Months Ended | 7 Months Ended | ||||
Dec. 31, 2014 | Aug. 05, 2014 | Dec. 31, 2015 | Aug. 06, 2014 | Sep. 11, 2013 | Dec. 31, 2012 | |
Deferred tax assets: | ||||||
Merchant contract costs | $ 10,689 | $ 14,155 | ||||
Loss reserve and accounts receivable allowance | 1,513 | 543 | ||||
Share-based compensation | 8,096 | 7,800 | ||||
FIN No. 48 deferred tax reserve-state tax | 2,640 | 2,509 | ||||
Other comprehensive income | 54 | 0 | ||||
Net operating loss carry-forward | 12,492 | 10,987 | ||||
Reserve for litigation | 272 | 0 | ||||
State net operating loss carry-forwards | 32 | 32 | ||||
Deferred revenue | 1,185 | |||||
Capital loss carry-forward | 1,616 | 1,616 | ||||
Deferred compensation | 1,482 | 5,850 | ||||
Deferred state tax assets | 1,552 | 2,389 | ||||
Intangibles | 1,349 | 0 | ||||
Unearned rent | 141 | 581 | ||||
Other | 943 | 626 | ||||
Deferred tax assets | 42,871 | 48,273 | ||||
Less valuation allowance | (7,989) | (6,504) | ||||
Net deferred tax assets | 34,882 | 41,769 | ||||
Deferred tax liabilities: | ||||||
Capitalized signing bonus | 20,716 | 25,846 | ||||
Software development | 29,589 | 31,817 | ||||
Property and equipment | 3,337 | 5,677 | ||||
Goodwill | 17,736 | 25,953 | ||||
Intangibles | 0 | 3,759 | ||||
Deferred tax liabilities | 71,378 | 93,052 | ||||
Net deferred tax liabilities | $ (36,496) | $ (51,283) | ||||
Valuation allowance, percentage against deferred tax not realized | 100.00% | |||||
Leaf Acquisition, LLC [Member] | ||||||
Deferred tax liabilities: | ||||||
Valuation allowance, percentage against deferred tax not realized | 100.00% | |||||
Parent's ownership percentage | 66.67% | |||||
Ownership percentage by noncontrolling owners | 33.33% | |||||
Ownership percentage needed to consolidate (less than) | 100.00% | 80.00% | ||||
Ovation Payroll, Inc. [Member] | ||||||
Deferred tax liabilities: | ||||||
Operating loss carryforwards, state | $ 23,200 |
Stock Incentive Plans (Details)
Stock Incentive Plans (Details) - USD ($) $ in Millions | 12 Months Ended | 68 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2015 | May. 31, 2010 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||||
Stock options, grants in period (in shares) | 0 | 0 | |||
2008 Equity Incentive Plan [Member] | |||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||||
Number of shares authorized under plan (in shares) | 7,700,000 | ||||
Stock options, grants in period (in shares) | 1,297,064 | ||||
Restricted share units, grants in period (in shares) | 1,882,468 | ||||
Performance-based restricted share units, grants in period (in shares) | 1,041,161 | ||||
Award vesting period | 4 years | ||||
Number of shares available for grant (in shares) | 4,749,434 | 4,749,434 | |||
Award term, grant date to expiration | 5 years | ||||
Intrinsic value of stock options exercised | $ 7.1 | $ 15.1 | $ 27.9 | ||
Intrinsic value of restricted share units vested | $ 45.9 | $ 19.8 | $ 17 |
Stock Incentive Plans (Schedule
Stock Incentive Plans (Schedule of Share-based Compensation Expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Compensation expense recognized on share-based plans before income tax benefit | $ 21,262 | $ 13,269 | $ 12,838 |
Related income tax benefit recognized in the income statement | 9,483 | 5,175 | 4,981 |
Cash received from stock option exercises | 2,910 | 6,109 | 14,174 |
Excess tax benefit recorded for tax deductions resulting from the exercise of stock options | 9,634 | 7,524 | 11,596 |
Tax benefit realized as reductions of estimated tax payments during the period | $ 5,740 | $ 4,179 | $ 8,587 |
Stock Incentive Plans (Restrict
Stock Incentive Plans (Restricted Share Units) (Details) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Dec. 31, 2015USD ($)employee_share-based_planshares | Dec. 31, 2014shares | Dec. 31, 2013Percentilecompanyshares | Dec. 31, 2012Peershares | Dec. 31, 2015USD ($)shares | Dec. 31, 2014shares | Dec. 31, 2013shares | Dec. 22, 2015$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Unrecognized compensation expense | $ | $ 36.3 | $ 36.3 | ||||||
Accelerated compensation, closing price basis, per share | $ / shares | $ 95.02 | |||||||
Accelerated vesting, intrinsic value | $ | 8.3 | |||||||
Accelerated compensation cost | $ | $ 1.7 | |||||||
Relative Total Shareholder Return Restricted Share Units (TSRs) [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Grants at target | 57,598 | 57,598 | ||||||
Number of peers | company | 91 | |||||||
Common stock, average closing price, term | 30 days | |||||||
Shareholder return, peer group percentile | Percentile | 65 | |||||||
Absolute Relative Total Shareholder Return Restricted Share Units (ATSRs) [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Grants at target | 52,321 | 59,533 | 52,321 | 59,533 | ||||
Common stock, average closing price, term | 30 days | 30 days | ||||||
Restricted Share Units - ATSRs, Three Year Term [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Total shareholder return, base term | 3 years | 3 years | ||||||
Total shareholder return, target percentage | 33.00% | 33.00% | ||||||
Restricted Share Units - ATSRs, Four Year Term [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Total shareholder return, base term | 4 years | 4 years | ||||||
Total shareholder return, target percentage | 46.00% | 46.00% | ||||||
Minimum [Member] | Restricted Stock Units Performance Based [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share vesting range | 0.00% | |||||||
Minimum [Member] | Relative Total Shareholder Return Restricted Share Units (TSRs) [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share vesting range | 0.00% | |||||||
Award vesting percentage | 0.00% | |||||||
Minimum [Member] | Absolute Relative Total Shareholder Return Restricted Share Units (ATSRs) [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Award vesting percentage | 0.00% | 0.00% | ||||||
Total shareholder return, base term | 3 years | 3 years | ||||||
Maximum [Member] | Restricted Stock Units Performance Based [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share vesting range | 250.00% | |||||||
Maximum [Member] | Relative Total Shareholder Return Restricted Share Units (TSRs) [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share vesting range | 200.00% | |||||||
Award vesting percentage | 200.00% | |||||||
Maximum [Member] | Absolute Relative Total Shareholder Return Restricted Share Units (ATSRs) [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Award vesting percentage | 200.00% | 200.00% | ||||||
Total shareholder return, base term | 4 years | 4 years | ||||||
Performance Awards Granted 2013 Q4 [Member] | Restricted Stock Units Performance Based [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Target earnings growth rate | 0.4 | |||||||
Target earnings growth rate, term | 3 years | |||||||
Grants at target | 115,223 | 115,223 | ||||||
Performance Awards Granted 2013 Q4 [Member] | Minimum [Member] | Restricted Stock Units Performance Based [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share vesting range | 0.00% | |||||||
Performance Awards Granted 2013 Q4 [Member] | Maximum [Member] | Restricted Stock Units Performance Based [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share vesting range | 250.00% | |||||||
Performance Awards Granted 2013 Q4 [Member] | First Vesting Period [Member] | Restricted Stock Units Performance Based [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting during 2017 | 50.00% | |||||||
Performance Awards Granted 2013 Q4 [Member] | Second Vesting Period [Member] | Restricted Stock Units Performance Based [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting during 2018 | 50.00% | |||||||
Performance Awards Granted 2014 Q4 [Member] | Restricted Stock Units Performance Based [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Target earnings growth rate | 0.4 | |||||||
Target earnings growth rate, term | 3 years | |||||||
Grants at target | 47,421 | 47,421 | ||||||
Performance Awards Granted 2014 Q4 [Member] | Minimum [Member] | Restricted Stock Units Performance Based [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share vesting range | 0.00% | |||||||
Performance Awards Granted 2014 Q4 [Member] | Maximum [Member] | Restricted Stock Units Performance Based [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share vesting range | 225.00% | |||||||
Performance Awards Granted 2014 Q4 [Member] | First Vesting Period [Member] | Restricted Stock Units Performance Based [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting during 2018 | 50.00% | |||||||
Performance Awards Granted 2014 Q4 [Member] | Second Vesting Period [Member] | Restricted Stock Units Performance Based [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting during 2019 | 50.00% | |||||||
Performance Awards Granted 2015 Q4 [Member] | Restricted Stock Units Performance Based [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Target earnings growth rate | 0.30 | |||||||
Target earnings growth rate, term | 3 years | |||||||
Grants at target | 50,613 | 50,613 | ||||||
Performance Awards Granted 2015 Q4 [Member] | Minimum [Member] | Restricted Stock Units Performance Based [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share vesting range | 0.00% | |||||||
Performance Awards Granted 2015 Q4 [Member] | Maximum [Member] | Restricted Stock Units Performance Based [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share vesting range | 250.00% | |||||||
Performance Awards Granted 2015 Q4 [Member] | First Vesting Period [Member] | Restricted Stock Units Performance Based [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting during 2019 | 50.00% | |||||||
Performance Awards Granted 2015 Q4 [Member] | Second Vesting Period [Member] | Restricted Stock Units Performance Based [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting during 2020 | 50.00% | |||||||
Performance Awards Granted 2012 Q4 [Member] | Relative Total Shareholder Return Restricted Share Units (TSRs) [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Target earnings growth rate | 1.72 | |||||||
Grants at target | 72,345 | |||||||
Number of peers | Peer | 86 | |||||||
Common stock, average closing price, term | 30 days | |||||||
Shareholder return, peer group percentile | Peer | 65 | |||||||
Performance Awards Granted 2012 Q4 [Member] | Minimum [Member] | Relative Total Shareholder Return Restricted Share Units (TSRs) [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Award vesting percentage | 0.00% | |||||||
Performance Awards Granted 2012 Q4 [Member] | Maximum [Member] | Relative Total Shareholder Return Restricted Share Units (TSRs) [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Award vesting percentage | 225.00% | |||||||
Executive Officer [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Plan modification, number of employees affected | employee_share-based_plan | 8 |
Stock Incentive Plans (Share-ba
Stock Incentive Plans (Share-based Plan Activity) (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Proceeds from exercise of stock options | $ 2,910 | $ 6,109 | $ 14,174 |
Excess tax benefits on options exercised | $ 9,634 | $ 7,524 | $ 11,596 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Stock options, grants in period (in shares) | 0 | 0 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options and Non-Option Equity Instruments, Outstanding [Roll Forward] | |||
Stock options and restricted share units, outstanding (in shares) | 1,439,612 | 2,037,646 | 5,694,823 |
Stock options and restricted share units, grants in period (in shares) | 518,517 | 429,591 | 491,542 |
Stock options and restricted share units, exercised/vested in period (in shares) | (864,122) | (910,233) | (1,767,050) |
Stock options and restricted share units, forfeited/cancelled in period (in shares) | (58,057) | (117,392) | (2,381,669) |
Stock options and restricted share units, outstanding (in shares) | 1,035,950 | 1,439,612 | 2,037,646 |
Share-based Compensation Arrangement by Share-based Payment Award, Options and Non-Option Equity Instruments, Outstanding, Weighted Average Exercise Price [Roll Forward] | |||
Stock options and restricted share units, outstanding, weighted average exercise grant price (in dollars per share) | $ 35.40 | $ 25.29 | $ 18.65 |
Stock options and restricted share units, grants in period, weighted average exercise grant price (in dollars per share) | 67.82 | 51.20 | 42.50 |
Stock options and restricted share units, exercised in period, weighted average exercise grant price (in dollars per share) | 27.49 | 19.27 | 13.34 |
Stock options and restricted share units, forfeited/cancelled in period, weighted average exercise grant price (in dollars per share) | 42.09 | 26.07 | 21.92 |
Stock options and restricted share units, outstanding, weighted average exercise grant price (in dollars per share) | $ 54.87 | $ 35.40 | $ 25.29 |
Stock options outstanding, weighted average remaining contractual term | 3 years 14 days | ||
Stock options and restricted share units, outstanding, intrinsic value | $ 98,000 | ||
Stock Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Stock options, outstanding (in shares) | 198,893 | 682,144 | 4,230,187 |
Stock options, grants in period (in shares) | 0 | 0 | 0 |
Stock options, exercised/vested in period (in shares) | (183,493) | (453,001) | (1,264,825) |
Stock options, forfeited/cancelled in period (in shares) | (7,000) | (30,250) | (2,283,218) |
Stock options, outstanding (in shares) | 8,400 | 198,893 | 682,144 |
Stock options, exercisable (in shares) | 5,900 | 187,643 | 394,252 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | |||
Stock options, outstanding, weighted average exercise price (in dollars per share) | $ 16.13 | $ 14.26 | $ 17.39 |
Stock options, grants in period, weighted average exercise price (in dollars per share) | 0 | 0 | 0 |
Stock options, exercised/vested in period, weighted average exercise price (in dollars per share) | 15.86 | 13.49 | 11.21 |
Stock options, forfeited/cancelled in period, weighted average exercise price (in dollars per share) | 15.22 | 12.51 | 21.84 |
Stock options, outstanding, weighted average exercise price (in dollars per share) | 22.79 | 16.13 | 14.26 |
Stock options, exercisable, weighted average exercise price (in dollars per share) | $ 22.15 | $ 15.76 | $ 13.20 |
Share-based Compensation Arrangement by Share-based Payment Award, Options and Non-Option Equity Instruments, Outstanding, Weighted Average Exercise Price [Roll Forward] | |||
Stock options exercisable, weighted average remaining contractual term | 11 months 1 day | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $ 400 | ||
Restricted Stock Units (RSUs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward] | |||
Restricted share units, outstanding (in shares) | 1,240,719 | 1,355,502 | 1,464,636 |
Restricted share units, grants in period (in shares) | 518,517 | 429,591 | 491,542 |
Restricted share units, exercised/vested in period (in shares) | (680,629) | (457,232) | (502,225) |
Restricted share units, forfeited/cancelled in period (in shares) | (51,057) | (87,142) | (98,451) |
Restricted share units, outstanding (in shares) | 1,027,550 | 1,240,719 | 1,355,502 |
Restricted share units, Exercisable (in shares) | 0 | 0 | 0 |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Weighted Average Exercise Price [Roll Forward] | |||
Restricted share units, outstanding, weighted average grant date fair value (in dollars per share) | $ 38.49 | $ 30.83 | $ 22.31 |
Restricted share units, grants in period, weighted average grant date fair value (in dollars per share) | 67.82 | 51.20 | 42.50 |
Restricted share units, exercised/vested in period, weighted Average grant date fair value (in dollars per share) | 30.62 | 25 | 18.72 |
Restricted share units, forfeited/cancelled in period, weighted average grant date fair value (in dollars per share) | 45.77 | 30.78 | 23.88 |
Restricted share units, outstanding, weighted average grant date fair value (in dollars per share) | 55.13 | 38.49 | 30.83 |
Restricted share units, exercisable, weighted average grant date fair value (in dollars per share) | $ 0 | $ 0 | $ 0 |
Fair Value of Financial Instr81
Fair Value of Financial Instruments (Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Transfers between Level 1 and Level 2 categories | $ 0 | $ 0 |
Assets: | ||
Bonds | 228,234,000 | 176,492,000 |
Fair Value, Measurements, Recurring [Member] | ||
Assets: | ||
Total assets | 26,856,000 | 27,635,000 |
Fair Value, Measurements, Recurring [Member] | Conservative Income Bond fund [Member] | ||
Assets: | ||
Bonds | 12,970,000 | 12,996,000 |
Fair Value, Measurements, Recurring [Member] | Fixed Income Funds [Member] | ||
Assets: | ||
Bonds | 13,886,000 | 14,639,000 |
Fair Value, Measurements, Recurring [Member] | Fair Value Measurement Category, Level 1 [Member] | ||
Assets: | ||
Total assets | 26,856,000 | 27,635,000 |
Fair Value, Measurements, Recurring [Member] | Fair Value Measurement Category, Level 1 [Member] | Conservative Income Bond fund [Member] | ||
Assets: | ||
Bonds | 12,970,000 | 12,996,000 |
Fair Value, Measurements, Recurring [Member] | Fair Value Measurement Category, Level 1 [Member] | Fixed Income Funds [Member] | ||
Assets: | ||
Bonds | 13,886,000 | 14,639,000 |
Fair Value, Measurements, Nonrecurring [Member] | ||
Liabilities: | ||
Total liabilities | 481,636,000 | 559,914,000 |
Fair Value, Measurements, Nonrecurring [Member] | Capital Lease Obligation [Member] | ||
Liabilities: | ||
Total liabilities | 73,000 | 102,000 |
Fair Value, Measurements, Nonrecurring [Member] | 2014 Term Credit Facility [Member] | ||
Liabilities: | ||
Total liabilities | 351,563,000 | 370,312,000 |
Fair Value, Measurements, Nonrecurring [Member] | 2014 Revolving Credit Facility [Member] | ||
Liabilities: | ||
Total liabilities | 130,000,000 | 189,500,000 |
Fair Value, Measurements, Nonrecurring [Member] | Fair Value Measurement Category, Level 2 [Member] | ||
Liabilities: | ||
Total liabilities | 481,563,000 | 559,812,000 |
Fair Value, Measurements, Nonrecurring [Member] | Fair Value Measurement Category, Level 2 [Member] | 2014 Term Credit Facility [Member] | ||
Liabilities: | ||
Total liabilities | 351,563,000 | 370,312,000 |
Fair Value, Measurements, Nonrecurring [Member] | Fair Value Measurement Category, Level 2 [Member] | 2014 Revolving Credit Facility [Member] | ||
Liabilities: | ||
Total liabilities | 130,000,000 | 189,500,000 |
Fair Value, Measurements, Nonrecurring [Member] | Fair Value Measurement Category, Level 3 [Member] | ||
Liabilities: | ||
Total liabilities | 73,000 | 102,000 |
Fair Value, Measurements, Nonrecurring [Member] | Fair Value Measurement Category, Level 3 [Member] | Capital Lease Obligation [Member] | ||
Liabilities: | ||
Total liabilities | $ 73,000 | $ 102,000 |
Employee Benefit Plan (Narrativ
Employee Benefit Plan (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Employee Benefit Plan [Abstract] | |||
Defined contribution plan, employer discretionary contribution amount | $ 4.6 | $ 3.4 | $ 2.5 |
Commitments and Contingencies83
Commitments and Contingencies (Schedule of Future Minimum Rental Payments for Operating Leases) (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2015 | |
Long-term Purchase Commitment [Line Items] | ||||
Principal Amount Outstanding on Loans Securitized or Asset-backed Financing Arrangement | $ 25,000 | |||
2,015 | $ 18,475 | |||
2,016 | 15,455 | |||
2,017 | 13,123 | |||
2,018 | 9,473 | |||
2,019 | 7,839 | |||
Thereafter | 44,605 | |||
Total future minimum lease payments | 108,970 | |||
Leases, Operating [Abstract] | ||||
Rent expense, leased facilities and expense | $ 18,000 | $ 12,000 | $ 10,200 | |
Severance Costs | $ 600 | |||
Maximum [Member] | ||||
Leases, Operating [Abstract] | ||||
Term of operating lease agreements | 15 years |
Commitments and Contingencies84
Commitments and Contingencies (Schedule of Contractual Obligations) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Long-term Purchase Commitment [Line Items] | ||
Severance Costs | $ 600 | |
Other significant contractual obligations: | ||
Total | $ 606,432 | |
Less than 1 year | 44,588 | |
1 to 3 Years | 93,364 | |
3 to 5 years | 423,875 | |
More than 5 years | 44,605 | |
Processing providers [Member] | ||
Other significant contractual obligations: | ||
Total | 9,008 | |
Less than 1 year | 4,013 | |
1 to 3 Years | 4,995 | |
3 to 5 years | 0 | |
More than 5 years | 0 | |
Telecommunications providers [Member] | ||
Other significant contractual obligations: | ||
Total | 6,818 | |
Less than 1 year | 3,307 | |
1 to 3 Years | 3,511 | |
3 to 5 years | 0 | |
More than 5 years | 0 | |
Facility and equipment leases [Member] | ||
Other significant contractual obligations: | ||
Total | 108,970 | |
Less than 1 year | 18,475 | |
1 to 3 Years | 28,578 | |
3 to 5 years | 17,312 | |
More than 5 years | 44,605 | |
2014 Term Credit Facility [Member] | ||
Other significant contractual obligations: | ||
Total | 351,563 | |
Less than 1 year | 18,750 | |
1 to 3 Years | 56,250 | |
3 to 5 years | 276,563 | |
More than 5 years | 0 | |
2014 Revolving Credit Facility [Member] | ||
Other significant contractual obligations: | ||
Total | 130,000 | |
Less than 1 year | 0 | |
1 to 3 Years | 0 | |
3 to 5 years | 130,000 | |
More than 5 years | 0 | |
Capital Lease Obligation [Member] | ||
Other significant contractual obligations: | ||
Total | 73 | |
Less than 1 year | 43 | |
1 to 3 Years | 30 | |
3 to 5 years | 0 | |
More than 5 years | $ 0 | |
Minimum [Member] | ||
Long-term Purchase Commitment [Line Items] | ||
Severance Pay, Term | 1 year | |
Maximum [Member] | ||
Long-term Purchase Commitment [Line Items] | ||
Severance Pay, Term | 2 years |
Segments (Narrative) (Details)
Segments (Narrative) (Details) - segment | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Segment Reporting Information [Line Items] | ||
Number of reportable segments | 6 | |
Heartland Payroll Solutions [Member] | ||
Segment Reporting Information [Line Items] | ||
Portion of total assets representing funds for loan servicing customers | 58.00% | 70.00% |
Campus Solutions [Member] | ||
Segment Reporting Information [Line Items] | ||
Portion of total assets representing funds for loan servicing customers | 8.00% |
Segments (Schedule of Segment R
Segments (Schedule of Segment Reporting Information, by Segment) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Segment Reporting Information [Line Items] | |||||||||||
Total revenues | $ 698,578 | $ 705,667 | $ 675,692 | $ 602,459 | $ 604,613 | $ 600,626 | $ 582,859 | $ 523,283 | $ 2,682,396 | $ 2,311,381 | $ 2,135,372 |
Total depreciation and amortization | 62,955 | 48,270 | 35,354 | ||||||||
Total income from operations | 34,844 | $ 42,514 | $ 38,428 | $ 29,762 | (4,584) | $ 30,411 | $ 29,931 | $ 26,362 | 145,548 | 82,120 | 126,098 |
Total interest expense | 14,184 | 8,057 | 5,429 | ||||||||
Total net income from continuing operations | 84,732 | 31,868 | 74,102 | ||||||||
Total assets | 1,536,679 | 1,378,465 | 1,536,679 | 1,378,465 | 890,757 | ||||||
Operating Segments [Member] | Payment Processing [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total revenues | 2,371,878 | 2,111,487 | 1,979,579 | ||||||||
Total depreciation and amortization | 35,076 | 30,702 | 26,934 | ||||||||
Total income from operations | 119,312 | 127,553 | 138,226 | ||||||||
Total interest expense | 4,221 | 5,178 | 5,425 | ||||||||
Total net income from continuing operations | 73,711 | 74,567 | 81,520 | ||||||||
Total assets | 587,701 | 524,498 | 587,701 | 524,498 | 519,589 | ||||||
Operating Segments [Member] | Campus Solutions [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total revenues | 117,208 | 61,538 | 36,186 | ||||||||
Total depreciation and amortization | 13,922 | 6,040 | 2,330 | ||||||||
Total income from operations | 36,293 | 12,653 | 3,930 | ||||||||
Total interest expense | 7,883 | 2,754 | 7 | ||||||||
Total net income from continuing operations | 17,470 | 6,686 | 2,255 | ||||||||
Total assets | 474,995 | 507,036 | 474,995 | 507,036 | 81,719 | ||||||
Operating Segments [Member] | Heartland School Solutions [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total revenues | 60,870 | 57,570 | 50,541 | ||||||||
Total depreciation and amortization | 4,874 | 3,857 | 2,282 | ||||||||
Total income from operations | 23,451 | 10,874 | 16,348 | ||||||||
Total net income from continuing operations | 14,477 | 6,650 | 9,085 | ||||||||
Total assets | 79,539 | 84,603 | 79,539 | 84,603 | 78,573 | ||||||
Operating Segments [Member] | Heartland Payroll Solutions [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total revenues | 69,037 | 50,394 | 44,565 | ||||||||
Total depreciation and amortization | 4,286 | 3,196 | 3,478 | ||||||||
Total income from operations | 9,465 | 9,076 | 3,404 | ||||||||
Total interest expense | 591 | 0 | 0 | ||||||||
Total net income from continuing operations | 5,439 | 5,497 | 2,056 | ||||||||
Total assets | 281,195 | 195,657 | 281,195 | 195,657 | 154,172 | ||||||
Operating Segments [Member] | Leaf [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total income from operations | (4,692) | (47,906) | (2,824) | ||||||||
Total net income from continuing operations | (2,148) | (38,426) | (2,012) | ||||||||
Total assets | 0 | 4,256 | 0 | 4,256 | 39,457 | ||||||
Operating Segments [Member] | Other [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total revenues | 63,403 | 30,392 | 24,501 | ||||||||
Total depreciation and amortization | 4,266 | 4,117 | 1,641 | ||||||||
Total income from operations | 2,088 | 1,330 | 229 | ||||||||
Total interest expense | 1,489 | 125 | 0 | ||||||||
Total net income from continuing operations | 526 | (4,170) | 462 | ||||||||
Total assets | $ 113,249 | $ 62,415 | 113,249 | 62,415 | 17,247 | ||||||
Consolidation, Eliminations [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total interest expense | 0 | 0 | (3) | ||||||||
Corporate, Non-Segment [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total depreciation and amortization | 531 | 358 | (1,311) | ||||||||
Total income from operations | (40,369) | (31,460) | (33,215) | ||||||||
Total net income from continuing operations | $ (24,743) | $ (18,936) | $ (19,264) |
Earnings Per Share (Schedule of
Earnings Per Share (Schedule of Calculation of Numerator and Denominator in Earnings Per Share) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Numerator: | |||||||||||
Income from continuing operations attributable to Heartland | $ 84,732 | $ 33,879 | $ 74,712 | ||||||||
Income from discontinued operations attributable to Heartland | 0 | 0 | 3,914 | ||||||||
Net income (loss) attributable to Heartland | $ 22,707 | $ 23,881 | $ 20,906 | $ 17,238 | $ (19,771) | $ 20,458 | $ 17,452 | $ 15,740 | $ 84,732 | $ 33,879 | $ 78,626 |
Denominator: | |||||||||||
Basic weighted average shares outstanding (in shares) | 36,646 | 36,354 | 36,791 | ||||||||
Stock options and restricted share units (in shares) | 591 | 833 | 1,262 | ||||||||
Diluted weighted average shares outstanding (in shares) | 37,237 | 37,187 | 38,053 | ||||||||
Basic earnings per share: | |||||||||||
Income from continuing operations (in dollars per share) | $ 2.31 | $ 0.93 | $ 2.03 | ||||||||
Income from discontinued operations (in dollars per share) | 0 | 0 | 0.11 | ||||||||
Basic earnings per share (in dollars per share) | 2.31 | 0.93 | 2.14 | ||||||||
Diluted earnings per share: | |||||||||||
Income from continuing operations (in dollars per share) | 2.28 | 0.91 | 1.96 | ||||||||
Income from discontinued operations (in dollars per share) | 0 | 0 | 0.10 | ||||||||
Diluted earnings per share (in dollars per share) | $ 0.61 | $ 0.64 | $ 0.56 | $ 0.46 | $ (0.55) | $ 0.56 | $ 0.48 | $ 0.42 | $ 2.28 | $ 0.91 | $ 2.06 |
Discontinued Operations (Detail
Discontinued Operations (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Jan. 31, 2013 | Dec. 31, 2012 | |
Discontinued Operation, Income Statement Disclosures [Abstract] | |||||
Income from discontinued operations, net of income tax of $—, $68 and $803 | $ 0 | $ 0 | $ 3,970,000 | ||
Gain on sale of discontinued operations, net of income tax of $2,067 | 7,008,000 | 0 | 3,786,000 | ||
Net income from discontinued operations attributable to non-controlling interests | 0 | 0 | 56,000 | ||
Net income from discontinued operations attributable to Heartland | 0 | $ 0 | 3,914,000 | ||
Income tax, related to income from discontinued operations | $ 0 | 2,135,000 | |||
CPOS [Member] | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Ownership percentage by noncontrolling owners | 30.00% | ||||
Sale of subsidiary, including amount attributable to noncontrolling interest | $ 30,300,000 | ||||
Sale of subsidiary, portion attributable to parent | $ 20,900,000 | ||||
Parent's ownership percentage | 70.00% | ||||
Gain on sale of discontinued operations, tax | 2,067,000 | ||||
Discontinued Operation, Income Statement Disclosures [Abstract] | |||||
Revenues | 1,117,000 | ||||
Expenses | 870,000 | ||||
Income from operations | 247,000 | ||||
Income from discontinued operations, net of income tax of $—, $68 and $803 | 184,000 | ||||
Gain on sale of discontinued operations, net of income tax of $2,067 | 3,786,000 | ||||
Net income from discontinued operations attributable to non-controlling interests | 56,000 | ||||
Income tax, related to income from discontinued operations | $ 68,000 |
Quarterly Consolidated Result89
Quarterly Consolidated Results of Operations (Unaudited) (Schedule of Quarterly Financial Information) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Total revenues | $ 698,578 | $ 705,667 | $ 675,692 | $ 602,459 | $ 604,613 | $ 600,626 | $ 582,859 | $ 523,283 | $ 2,682,396 | $ 2,311,381 | $ 2,135,372 |
Costs of services | 593,941 | 603,937 | 580,392 | 514,573 | 518,519 | 520,834 | 509,554 | 452,435 | 2,292,843 | 2,001,342 | 1,835,706 |
General and administrative expenses | 69,793 | 59,216 | 56,872 | 58,124 | 53,313 | 49,381 | 43,374 | 44,486 | 244,005 | 190,554 | 173,568 |
Goodwill impairment charge | 18,490 | 0 | 0 | 0 | 0 | 18,490 | 0 | ||||
Asset impairment charges | 18,875 | 0 | 0 | 0 | 0 | 18,875 | 0 | ||||
Total expenses | 663,734 | 663,153 | 637,264 | 572,697 | 609,197 | 570,215 | 552,928 | 496,921 | 2,536,848 | 2,229,261 | 2,009,274 |
Income from operations | 34,844 | 42,514 | 38,428 | 29,762 | (4,584) | 30,411 | 29,931 | 26,362 | 145,548 | 82,120 | 126,098 |
Net income (loss) attributable to Heartland | $ 22,707 | $ 23,881 | $ 20,906 | $ 17,238 | $ (19,771) | $ 20,458 | $ 17,452 | $ 15,740 | $ 84,732 | $ 33,879 | $ 78,626 |
Diluted earnings per share: | |||||||||||
Diluted earnings per share (in dollars per share) | $ 0.61 | $ 0.64 | $ 0.56 | $ 0.46 | $ (0.55) | $ 0.56 | $ 0.48 | $ 0.42 | $ 2.28 | $ 0.91 | $ 2.06 |