Exhibit 99.1
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FOR IMMEDIATE RELEASE
HEARTLAND PAYMENT SYSTEMS REPORTS FOURTH QUARTER RESULTS
Princeton, NJ – February 18, 2010 – Heartland Payment Systems, Inc. (NYSE: HPY), one of the nation’s largest payments processors, today announced a quarterly GAAP net loss of $9.6 million, or ($0.26) per share for the three months ended December 31, 2009 compared to net income of $8.0 million, or $0.21 per fully diluted share, for the same period of 2008. Results for the quarter are after $23.7 million (pre-tax), or $0.42 per share, of various expenses, accruals and reserves, all of which are attributable to the processing system intrusion, including charges related to settlement offers made by the Company in attempts to resolve certain processing system intrusion related claims and settlements of certain claims deemed to be likely to be agreed upon in the near future based upon discussions between the Company and the claimants. Excluding these expenses, accruals and reserves, Adjusted Net Income and Earnings per Share were $5.9 million and $0.16, respectively. Fourth quarter Adjusted Net Income and Earnings per Share are non-GAAP measures that exclude certain items detailed later in this press release under the heading “Use of Non-GAAP Financial Measures.”
Highlights for the fourth quarter of 2009 include:
| • | | Small and Mid-Sized merchant (SME) transaction processing volume of $14.8 billion, up 5.0% from a year ago |
| • | | Quarterly Net Revenue of $105.1 million, also up 5.0% from a year ago |
| • | | 93.1% of new merchants installed were on HPS Exchange compared to 91% in the fourth quarter of 2008 |
| • | | Operating margin on net revenue of 10.0% as a result of continued investment in the Company’s growth platforms, compared to an operating margin of 13.9% in the fourth quarter of 2008 |
| • | | Same store sales, while down 5.2% for the fourth quarter, reflect a 340 basis point sequential improvement from the third quarter of 2009 and the second consecutive quarterly improvement |
| • | | SFAS 123R stock compensation expense of $1.7 million, or $0.03 per share |
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Robert Carr, Chairman and CEO, said, “Adjusted earnings for the quarter, which is net of $0.03 per share of stock compensation expense, was consistent with our guidance. In the fourth quarter, results reflected encouraging progress on two important measures, year-over-year growth in SME transaction processing volume and same store sales, both of which also improved on a sequential basis from the third quarter. These are modest, but encouraging, signs our small and mid-sized merchants may be starting to recover from the most challenging year since Heartland’s formation. During the quarter we also made progress on resolving some of the claims related to the processing system intrusion, which should free an increasing proportion of our resources for more productive pursuits heading into the new year. The sense of both an underlying shift in market direction as well as the increased focus on our growth opportunities we believe provide a solid foundation from which to pursue our long term objectives in 2010. We are proud of the many accomplishments achieved over the past year by our dedicated employees who have battled very difficult conditions, and are thankful for the loyal merchants who continue to value Heartland’s “Fair Deal.”
Net revenues in the fourth quarter were $105.1 million, an increase of 5.0% compared to $100.1 million in the fourth quarter of 2008, with gross revenues up in all major categories; processing, payroll and equipment-related. Card processing volume for the three months ended December 31, 2009 increased 5.0% to $14.8 billion compared to the fourth quarter of 2008. Though same store sales were down 5.2% in the quarter, they improved by 340 basis points sequentially from the third quarter of 2009 and have now improved for two sequential quarters, in part due to weak year ago comparables. New margin installed was down 23.3% in the fourth quarter as economic conditions continue to force merchants to postpone an evaluation of their processing solution. The operating margin on net revenue was 10.0% in the fourth quarter, primarily due to an increase in general and administrative expenses, especially stock compensation, legal costs, and salary and fringe benefits. The various expenses, accruals, and reserves incurred in the fourth quarter, all of which are attributable to the processing systems intrusion, were $23.7 million pre-tax, or $0.42 per share. The majority of these charges relate to settlement offers made by the Company in attempts to resolve certain of the claims asserted against it relating to the processing system intrusion, and settlement of certain claims asserted against the Company that are deemed likely to be agreed upon in the near term based upon discussions between the Company and the claimants. The charge also includes significant legal fees. These various expense and accruals are shown separately in the Company’s Statement of Operations.
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Mr. Carr continued, “During the economic slowdown we have continued to invest in developing a broader portfolio of products and services, including our industry-leading end-to-end encryption technology, to strengthen our value proposition. We are also launching innovative new sales and marketing strategies, such as industry-focused saturation sales efforts, to leverage our proprietary sales force and reinvigorate the growth in our relationship manager team. Through these investments, Heartland is now more aggressively in the market with a broader, more comprehensive value proposition for a wider variety of merchants. We expect this will enable us to gain share this year, as well as to experience significant growth as the economy recovers and more merchants seek a competitive solution. ”
FULL YEAR 2009 RESULTS:
For the full year of 2009, GAAP net loss was ($51.8) million or ($1.38) per diluted share. Net revenues for 2009 were $420.2 million up 9.5% compared to 2008. Excluding various expenses, accruals and reserves, all of which are attributable to the processing system intrusion, Adjusted Net Income and Earnings per Share for fiscal 2009 were $29.3 million or $0.78 per share, compared to GAAP earnings of $41.9 million, or $1.08 per share in 2008. Stock compensation expenses have reduced earnings by $4.5 million or $0.07 per share in 2009 compared to $1.5 million or approximately $0.02 per share for 2008.
Use of Non-GAAP Financial Measures
To supplement its consolidated financial statements presented in accordance with accounting principles generally accepted in the United States (“GAAP”), the Company provides additional measures of it operating results, net income and earnings per share, which exclude certain costs and expenses related to the processing system intrusion. The Company believes that these non-GAAP financial measures are appropriate to enhance understanding of its historical performance as well as prospects for its future performance.
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This press release contains non-GAAP financial measures within the meaning of Regulation G promulgated by the Securities and Exchange Commission. Pursuant to Regulation G, a reconciliation of these non-GAAP financial measures with the comparable financial measures calculated in accordance with GAAP for the respective periods ended December 31, 2009 follows:
(In thousands, except per share):
| | | | | | | | |
| | Three Months Ended December 31, 2009 | | | Full Year Ended December 31, 2009 | |
Net income (loss) attributable to Heartland | | | | | | | | |
Non-GAAP - Adjusted net income attributable to Heartland | | $ | 5,924 | | | $ | 29,256 | |
| | | | | | | | |
Less adjustments: | | | | | | | | |
Provision for processing system intrusion | | | 23,651 | | | | 128,943 | |
Income tax benefit of provision for processing system intrusion | | | (8,097 | ) | | | (47,891 | ) |
| | | | | | | | |
After-tax provision for processing system intrusion | | | 15,554 | | | | 81,052 | |
| | | | | | | | |
GAAP - Net income (loss) attributable to Heartland | | $ | (9,630 | ) | | $ | (51,796 | ) |
| | | | | | | | |
| | |
Earnings(loss) per share | | | | | | | | |
Non-GAAP - Adjusted net income per share | | $ | 0.16 | | | $ | 0.78 | |
Less: provision for processing system intrusion | | $ | (0.42 | ) | | $ | (2.16 | ) |
| | | | | | | | |
GAAP - Net income (loss) per hare | | $ | (0.26 | ) | | $ | (1.38 | ) |
| | | | | | | | |
| | |
Shares used in computing GAAP net income (loss) per share | | | 37,480 | | | | 37,483 | |
Please see “Reconciliation of Non-GAAP Financial Measures and Regulation G Disclosure” below for additional detail.
FULL YEAR 2010 GUIDANCE:
Current economic conditions are likely to continue to influence same store sales growth and new merchant signings in 2010. For the full year 2010, we expect net revenue (total revenues less interchange, dues, fees and assessments) to grow by 10 - 13%, to between $460 and $475 million. For full year 2010, we expect fully diluted EPS to be between $0.95 and $1.00, excluding @ $0.09 per share of 123R stock compensation expense. The Company’s guidance for 2010 does not include any estimates for potential losses, costs and expenses arising from the previously announced processing system intrusion, including exposure to credit and debit card companies and banks, exposure to various legal proceedings that are pending, or may arise, and related fees and expenses, and other potential liabilities, costs and expenses, including the interest expense on debt incurred to finance any settlements. Except to the extent previously accrued, neither the costs nor the potential liability are estimable at this point, and further the liability is not currently deemed probable.
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DIVIDEND:
The Company also announced the Board of Directors today declared a quarterly dividend of $0.01 per common share, which is payable March 15, 2010 to shareholders of record on March 5, 2010.
Conference Call:
Heartland Payment Systems, Inc. will host a conference call on February 18, 2010 at 8:30 a.m. Eastern Time to discuss financial results and business highlights. Heartland Payment Systems invites all interested parties to listen to its conference call, broadcast through a webcast on the Company’s website. To access the call, please visit the Investor Relations portion of the Company’s website at:www.heartlandpaymentsystems.com. The conference call may be accessed by calling 866-431-2040. Please provide the operator with PIN number 9173947.
The webcast will be archived on the Company’s website within two hours of the live call.
About Heartland Payment Systems:
Heartland Payment Systems, Inc. (NYSE:HPY), the 5th largest payments processor in the United States, deliverscredit/debit/prepaid card processing,payroll,check management and payments solutions to more than 250,000 business locations nationwide. Heartland is the founding supporter of The Merchant Bill of Rights, a public advocacy initiative that educates merchants about fair credit and debit card processing practices. For more information, please visitHeartlandPaymentSystems.com,MerchantBillOfRights.org,CostOfABurger.com andE3secure.com.
Forward-looking Statements
This press release contains statements of a forward-looking nature which represent our management’s beliefs and assumptions concerning future events. Forward-looking statements involve risks, uncertainties and assumptions and are based on information currently available to us. Actual results may differ materially from those expressed in the forward-looking statements due to many factors , including without limitation, the significantly unfavorable economic conditions confronting the United States and the results and effects of the security breach of our processing system including the outcome of our investigation, the extent of cardholder information compromised and consequences to our business including effects on sales and costs in connection with this systems breach, and additional factors that are contained in the Company’s Securities and Exchange Commission filings, including but not limited to, the Company’s annual report on Form 10- K for the year ended December 31, 2008. We undertake no obligation to update any forward-looking statements to reflect events or circumstances that may arise after the date of this release..
CONTACT:
Joe Hassett
Gregory FCA Communications
27 West Athens Ave.
Ardmore, PA 19003
Tel: 610-228-2110
Email:Heartland_ir@gregoryfca.com
TABLES FOLLOW
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Heartland Payment Systems, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)
(In thousands, except per share data)
(unaudited)
| | | | | | | | | | | | | | | | |
| | Three Months Ended December 31, | | | Year Ended December 31, | |
| | 2009 | | | 2008 | | | 2009 | | | 2008 | |
| | | | |
Total Revenues | | $ | 420,026 | | | $ | 385,929 | | | $ | 1,652,139 | | | $ | 1,544,902 | |
| | | | | | | | | | | | | | | | |
Costs of Services: | | | | | | | | | | | | | | | | |
Interchange | | | 288,446 | | | | 268,987 | | | | 1,142,112 | | | | 1,093,546 | |
Dues, assessments and fees | | | 26,451 | | | | 16,833 | | | | 89,844 | | | | 67,648 | |
Processing and servicing | | | 51,656 | | | | 49,099 | | | | 199,934 | | | | 179,106 | |
Customer acquisition costs | | | 11,883 | | | | 12,040 | | | | 50,362 | | | | 48,522 | |
Depreciation and amortization | | | 4,172 | | | | 3,530 | | | | 15,786 | | | | 11,006 | |
| | | | | | | | | | | | | | | | |
Total costs of services | | | 382,608 | | | | 350,489 | | | | 1,498,038 | | | | 1,399,828 | |
General and administrative | | | 26,907 | | | | 21,517 | | | | 104,154 | | | | 74,434 | |
| | | | | | | | | | | | | | | | |
Total expenses | | | 409,515 | | | | 372,006 | | | | 1,602,192 | | | | 1,474,262 | |
| | | | | | | | | | | | | | | | |
| | | | |
Income from operations | | | 10,511 | | | | 13,923 | | | | 49,947 | | | | 70,640 | |
| | | | | | | | | | | | | | | | |
Other income (expense): | | | | | | | | | | | | | | | | |
Interest income | | | 31 | | | | 101 | | | | 117 | | | | 755 | |
Interest expense | | | (830 | ) | | | (910 | ) | | | (2,698 | ) | | | (3,206 | ) |
Provision for processing system intrusion | | | (23,651 | ) | | | — | | | | (128,943 | ) | | | — | |
Other, net | | | (76 | ) | | | (185 | ) | | | (72 | ) | | | (400 | ) |
| | | | | | | | | | | | | | | | |
Total other income (expense) | | | (24,526 | ) | | | (994 | ) | | | (131,596 | ) | | | (2,851 | ) |
| | | | | | | | | | | | | | | | |
Income (loss) before income taxes | | | (14,015 | ) | | | 12,929 | | | | (81,649 | ) | | | 67,789 | |
Provision for (benefit from) income taxes | | | (4,435 | ) | | | 4,951 | | | | (29,919 | ) | | | 25,918 | |
| | | | | | | | | | | | | | | | |
Net income (loss) | | | (9,580 | ) | | | 7,978 | | | | (51,730 | ) | | | 41,871 | |
Less: Net income attributable to noncontrolling minority interests | | | 50 | | | | (3 | ) | | | 66 | | | | 31 | |
| | | | | | | | | | | | | | | | |
Net income (loss) attributable to Heartland | | $ | (9,630 | ) | | $ | 7,981 | | | $ | (51,796 | ) | | $ | 41,840 | |
| | | | | | | | | | | | | | | | |
| | | | |
Net income (loss) | | $ | (9,580 | ) | | $ | 7,978 | | | $ | (51,730 | ) | | $ | 41,871 | |
Other comprehensive income: | | | | | | | | | | | | | | | | |
Unrealized gains (losses) on investments, net of income tax of $30, $39, $54 and $29 | | | 50 | | | | 64 | | | | 90 | | | | 48 | |
Foreign currency translation adjustment | | | 258 | | | | (1,666 | ) | | | 1,509 | | | | (2,131 | ) |
| | | | | | | | | | | | | | | | |
Comprehensive income (loss) | | | (9,272 | ) | | | 6,376 | | | | (50,131 | ) | | | 39,788 | |
Less: Net income attributable to noncontrolling minority interests | | | 50 | | | | (3 | ) | | | 66 | | | | 31 | |
| | | | | | | | | | | | | | | | |
Comprehensive income (loss) attributable to Heartland | | $ | (9,322 | ) | | $ | 6,379 | | | $ | (50,197 | ) | | $ | 39,757 | |
| | | | | | | | | | | | | | | | |
| | | | |
Earnings (loss) per common share: | | | | | | | | | | | | | | | | |
Basic | | $ | (0.26 | ) | | $ | 0.21 | | | $ | (1.38 | ) | | $ | 1.12 | |
Diluted | | $ | (0.26 | ) | | $ | 0.21 | | | $ | (1.38 | ) | | $ | 1.08 | |
Weighted average number of common shares outstanding: | | | | | | | | | | | | | | | | |
Basic | | | 37,480 | | | | 37,634 | | | | 37,483 | | | | 37,521 | |
Diluted | | | 38,422 | | | | 38,556 | | | | 38,028 | | | | 38,698 | |
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Heartland Payment Systems, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(In thousands, except share data)
(unaudited)
| | | | | | | | |
| | December 31, 2009 | | | December 31, 2008 | |
Assets | | | | | | | | |
Current assets: | | | | | | | | |
Cash | | $ | 32,113 | | | $ | 27,589 | |
Funds held for payroll customers | | | 29,667 | | | | 22,002 | |
Receivables, net | | | 149,403 | | | | 140,145 | |
Investments held to maturity | | | 1,450 | | | | 1,410 | |
Inventory | | | 12,381 | | | | 8,381 | |
Prepaid expenses | | | 8,874 | | | | 6,662 | |
Current tax asset | | | 16,266 | | | | 2,440 | |
Current deferred tax assets, net | | | 42,760 | | | | 6,723 | |
| | | | | | | | |
Total current assets | | | 292,914 | | | | 215,352 | |
Capitalized customer acquisition costs, net | | | 72,038 | | | | 77,737 | |
Property and equipment, net | | | 99,989 | | | | 75,443 | |
Goodwill | | | 60,962 | | | | 58,456 | |
Intangible assets, net | | | 34,637 | | | | 36,453 | |
Deposits and other assets, net | | | 1,666 | | | | 178 | |
| | | | | | | | |
Total assets | | $ | 562,206 | | | $ | 463,619 | |
| | | | | | | | |
| | |
Liabilities and stockholders’ equity | | | | | | | | |
Current liabilities: | | | | | | | | |
Due to sponsor banks | | $ | 80,007 | | | $ | 68,212 | |
Accounts payable | | | 32,305 | | | | 25,864 | |
Deposits held for payroll customers | | | 29,667 | | | | 22,002 | |
Current portion of borrowings | | | 58,547 | | | | 58,522 | |
Current portion of accrued buyout liability | | | 9,306 | | | | 10,547 | |
Merchant deposits and loss reserves | | | 27,214 | | | | 16,872 | |
Accrued expenses and other liabilities | | | 30,456 | | | | 26,196 | |
Reserve for processing system intrusion | | | 99,911 | | | | — | |
| | | | | | | | |
Total current liabilities | | | 367,413 | | | | 228,215 | |
| | | | | | | | |
Deferred tax liabilities, net | | | 21,448 | | | | 6,832 | |
Reserve for unrecognized tax benefits | | | 1,391 | | | | 1,732 | |
Long-term portion of borrowings | | | 8,419 | | | | 16,984 | |
Long-term portion of accrued buyout liability | | | 33,580 | | | | 30,493 | |
| | | | | | | | |
Total liabilities | | | 432,251 | | | | 284,256 | |
| | | | | | | | |
Commitments and contingencies | | | — | | | | — | |
Equity | | | | | | | | |
Common Stock, $0.001 par value, 100,000,000 shares authorized, 37,524,298 and 37,675,543 shares issued and outstanding at December 31, 2009 and December 31, 2008 | | | 38 | | | | 38 | |
Additional paid-in capital | | | 171,736 | | | | 167,337 | |
Accumulated other comprehensive loss | | | (546 | ) | | | (2,145 | ) |
(Accumulated deficit) Retained earnings | | | (41,487 | ) | | | 14,014 | |
| | | | | | | | |
Total stockholders’ equity | | | 129,741 | | | | 179,244 | |
Noncontrolling minority interests | | | 214 | | | | 119 | |
| | | | | | | | |
Total equity | | | 129,955 | | | | 179,363 | |
| | | | | | | | |
Total liabilities and equity | | $ | 562,206 | | | $ | 463,619 | |
| | | | | | | | |
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Heartland Payment Systems, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flow
(In thousands)
(unaudited)
| | | | | | | | |
| | Year Ended December 31, | |
| | 2009 | | | 2008 | |
Cash flows from operating activities | | | | | | | | |
Net income (loss) attributable to Heartland | | $ | (51,796 | ) | | $ | 41,840 | |
Adjustments to reconcile net income to net cash provided by operating activities: | | | | | | | | |
Amortization of capitalized customer acquisition costs | | | 56,838 | | | | 53,732 | |
Other depreciation and amortization | | | 21,870 | | | | 14,423 | |
Addition to loss reserves | | | 6,272 | | | | 5,693 | |
Provision for doubtful receivables | | | 690 | | | | 2,045 | |
Stock-based compensation | | | 4,526 | | | | 1,517 | |
Deferred taxes | | | (21,537 | ) | | | 4,023 | |
Net income attributable to noncontrolling minority interests | | | 66 | | | | 31 | |
Loss on investments | | | 31 | | | | 395 | |
Other | | | 257 | | | | 729 | |
Changes in operating assets and liabilities: | | | | | | | | |
Increase in receivables | | | (9,890 | ) | | | (333 | ) |
(Increase) decrease in inventory | | | (3,979 | ) | | | 238 | |
Payment of signing bonuses, net | | | (34,690 | ) | | | (45,454 | ) |
Increase in capitalized customer acquisition costs | | | (16,449 | ) | | | (15,517 | ) |
Increase in prepaid expenses | | | (2,192 | ) | | | (2,507 | ) |
(Increase) decrease in current tax asset | | | (13,463 | ) | | | 3,754 | |
(Increase) decrease in deposits and other assets | | | (1,177 | ) | | | 23 | |
Excess tax benefits on options exercised | | | (384 | ) | | | (710 | ) |
(Decrease) increase in reserve for unrecognized tax benefits | | | (341 | ) | | | 502 | |
Increase in due to sponsor bank | | | 11,795 | | | | 18,413 | |
Increase in accounts payable | | | 4,999 | | | | 4,083 | |
Increase in accrued expenses and other liabilities | | | 4,266 | | | | 3,052 | |
Increase (decrease) in merchant deposits and loss reserves | | | 4,069 | | | | (5,789 | ) |
Increase in reserve for processing system intrusion | | | 99,911 | | | | — | |
Payouts of accrued buyout liability | | | (8,127 | ) | | | (7,039 | ) |
Increase in accrued buyout liability | | | 9,973 | | | | 10,306 | |
| | | | | | | | |
Net cash provided by operating activities | | | 61,538 | | | | 87,450 | |
| | | | | | | | |
| | |
Cash flows from investing activities | | | | | | | | |
Purchase of investments held to maturity | | | (1,224 | ) | | | (340 | ) |
Maturities of investments held to maturity | | | 1,207 | | | | 284 | |
(Increase) decrease in funds held for payroll customers | | | (7,549 | ) | | | 1,646 | |
Increase (decrease) in deposits held for payroll customers | | | 7,665 | | | | (2,199 | ) |
Acquisition of business, net of cash acquired | | | (3,237 | ) | | | (106,865 | ) |
Proceeds from disposal of property and equipment | | | 33 | | | | 35 | |
Purchases of property and equipment | | | (41,622 | ) | | | (35,059 | ) |
| | | | | | | | |
Net cash used in investing activities | | | (44,727 | ) | | | (142,498 | ) |
| | | | | | | | |
| | |
Cash flows from financing activities | | | | | | | | |
Proceeds from borrowings | | | — | | | | 95,000 | |
Principal payments on borrowings | | | (8,540 | ) | | | (20,023 | ) |
Proceeds from exercise of stock options | | | 1,045 | | | | 3,075 | |
Excess tax benefits on options exercised | | | 384 | | | | 710 | |
Repurchase of common stock | | | (3,202 | ) | | | (17,995 | ) |
Dividends paid on common stock | | | (2,059 | ) | | | (13,489 | ) |
| | | | | | | | |
Net cash (used in) provided by financing activities | | | (12,372 | ) | | | 47,278 | |
| | | | | | | | |
| | |
Net increase (decrease) in cash | | | 4,439 | | | | (7,770 | ) |
Effect of exchange rates on cash | | | 85 | | | | (149 | ) |
Cash at beginning of year | | | 27,589 | | | | 35,508 | |
| | | | | | | | |
Cash at end of period | | $ | 32,113 | | | $ | 27,589 | |
| | | | | | | | |
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Reconciliation of Non-GAAP Financial Measures And Regulation G Disclosure
To supplement its consolidated financial statements presented in accordance with accounting principles generally accepted in the United States (“GAAP”), the Company provides additional measures of its operating results, namely net income and earnings per share, which exclude certain costs and expenses related to the criminal breach of its payment systems environment (the “Processing System Intrusion”). These measures meet the definition of a non-GAAP financial measure. The Company believes that application of these non-GAAP financial measures is appropriate to enhance understanding of its historical performance as well as prospects for its future performance.
Use and Economic Substance of the Non-GAAP Financial Measures— Management uses these non-GAAP measures to evaluate performance period over period, to analyze the underlying trends in the Company’s business, to assess its on-going operating performance relative to its competitors, and to establish operational goals and forecasts. Costs and expenses related to the Processing System Intrusion are not indicative of the Company’s on-going operating performance and are therefore excluded by management in assessing the Company’s operating performance, as well as from the measures used for making operating decisions, although in making operating decisions management is mindful of its need to utilize cash to pay for the costs and expenses relating to the Processing System Intrusion.
The following is an explanation of the adjustments that management excluded as part of its non-GAAP measures for the three and twelve months ended December 31, 2009:
Provision for Processing System Intrusion – On January 20, 2009, the Company publicly announced the discovery of the Processing System Intrusion. For the three and twelve months ended December 31, 2009, the Company expensed a total of $23.7 million and $128.9 million, respectively, or about $0.42 and $2.16 per share, respectively, associated with the Processing System Intrusion. The majority of these charges, or approximately $111.3 million, related to:
| (i) | assessments imposed in April 2009 by MasterCard and VISA against the Company and its sponsor banks, |
| (ii) | settlements reached with VISA (in January 2010) and American Express (in December 2009), |
| (iii) | settlement offers made by the Company to certain card brands in an attempt to resolve certain of the claims asserted against the Company or its sponsor banks (who have asserted rights to indemnification from the Company pursuant to the Company’s agreements with them), and |
| (iv) | settlements deemed likely to be agreed upon in the near term with certain claimants. |
Notwithstanding its belief that it has strong defenses against the claims that are the subject of the settlement offers or discussions described in (iii) and (iv) above, the Company decided to make the settlement offers and engage in settlement discussions in attempts to avoid the costs and uncertainty of litigation. The Company is prepared to vigorously defend itself against all the claims relating to the Processing System Intrusion that have been asserted against it and its sponsor banks to date.
The accrual of the settlements and settlement offers during the twelve months ended December 31, 2009 resulted in the Company carrying an $99.9 million Reserve for Processing System Intrusion at December 31, 2009. To date, the Company has not reached a definitive agreement with respect to settlement offers noted in (iii) above. Therefore, it should not be assumed that the Company will resolve the claims that are the subject of those settlement offers or the subject of settlement discussions for the amounts of the settlement offers or the settlement amounts deemed likely to be agreed upon. The Company understands that the reserve related to the settlement offers is required by SFAS No. 5,“Accounting for Contingencies” (ASC 450-20), based solely on the fact the Company tendered offers of settlement in the amounts it has accrued. It is possible the Company will end up resolving the claims that are the subject of the settlement offers, either through settlements or pursuant to litigation, for amounts that are greater than the amount it has reserved to date. Moreover, even if the claims that are the subject of the settlement offers were resolved for the amount the Company has reserved, that would still leave unresolved a portion of the claims that have been asserted against the Company or its sponsor banks relating to the Processing System Intrusion. The Company feels it has strong defenses to all the claims that have been asserted against it and its sponsor banks relating to the Processing System Intrusion, including those claims that are not the subject of the settlement offers.
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While the Company has determined that the Processing System Intrusion has triggered other loss contingencies, to date an unfavorable outcome is not believed by it to be probable on those claims that are pending or have been threatened against it, or that the Company considers to be probable of assertion against it, and the Company does not have sufficient information to reasonably estimate the loss it would incur in the event of an unfavorable outcome on any such claim. Therefore, in accordance with SFAS No. 5 (ASC 450-20) no reserve/liability has been recorded as of December 31, 2009 with respect to any such claim, except for the assessments actually imposed by MasterCard and Visa, the amounts of the settlements reached with VISA and American Express, the amounts of the settlement offers made by the Company and the settlement amounts deemed likely to be agreed upon as discussed above. As more information becomes available, if the Company should determine that an unfavorable outcome is probable on such a claim and that the amount of such probable loss that it will incur on that claim is reasonably estimable, it will record a reserve for the claim in question. If and when, the Company records such a reserve, it could be material and could adversely impact its results of operations, financial condition and cash flow.
The remainder of the expenses and accruals related to the Processing System Intrusion recorded in the three and twelve months ended December 31, 2009 were primarily for legal fees and costs the Company incurred for investigations, remedial actions and crisis management services. Additional costs the Company expects to incur for investigations, remedial actions, legal fees, and crisis management services related to the Processing System Intrusion will be recognized as incurred. Such costs are expected to be material and could adversely impact the Company’s results of operations, financial condition and cash flow.
Material Limitations Associated with the Use of Non-GAAP Financial Measures— Non-GAAP net income and non-GAAP earnings per share that exclude the impact of the Provision for Processing System Intrusion may have limitations as analytical tools, and these non-GAAP measures should not be considered in isolation from or as a replacement for GAAP financial measures, and should be considered only as supplemental to the Company’s GAAP financial measures. Some of the limitations associated with the use of these non-GAAP financial measures are:
| • | | Processing System Intrusion costs and expenses that are excluded from non-GAAP net income and non-GAAP earnings per share can have a material impact on cash flows, GAAP net income and GAAP earnings per share. |
| • | | Other companies may calculate non-GAAP net income and non-GAAP earnings per share that exclude the impact of similar costs and expenses differently than the Company does, limiting the usefulness of those measures for comparative purposes. |
Usefulness of Non-GAAP Financial Measures to Investors—The Company believes that presenting non-GAAP net income and non-GAAP earnings per share that exclude the impact of the Provision for Processing System Intrusion in addition to the related GAAP measures provides investors greater transparency to the information used by the Company’s management for its financial and operational decision-making and allows investors to see the Company’s results through the eyes of management. Additionally, the Company believes that the inclusion of these non-GAAP financial measures provides enhanced comparability in its financial reporting. The Company further believes that providing this information better enables its investors to understand the Company’s operating performance and underlying business fundamentals, and to evaluate the methodology used by management to evaluate and measure such performance.
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This press release contains non-GAAP financial measures within the meaning of Regulation G promulgated by the Securities and Exchange Commission. Pursuant to Regulation G, a reconciliation of these non-GAAP financial measures with the comparable financial measures calculated in accordance with GAAP for the three months and twelve months ended December 31, 2009 follows:
(In thousands, except per share)
| | | | | | | | |
| | Three Months Ended December 31, 2009 | | | Full Year Ended December 31, 2009 | |
Net income (loss) attributable to Heartland | | | | | | | | |
Non-GAAP - Adjusted net income attributable to Heartland | | $ | 5,924 | | | $ | 29,256 | |
| | | | | | | | |
Less adjustments: | | | | | | | | |
Provision for processing system intrusion | | | 23,651 | | | | 128,943 | |
Income tax benefit of provision for processing system intrusion | | | (8,097 | ) | | | (47,891 | ) |
| | | | | | | | |
After-tax provision for processing system intrusion | | | 15,554 | | | | 81,052 | |
| | | | | | | | |
GAAP - Net income (loss) attributable to Heartland | | $ | (9,630 | ) | | $ | (51,796 | ) |
| | | | | | | | |
| | |
Earnings(loss) per share | | | | | | | | |
Non-GAAP - Adjusted net income per share | | $ | 0.16 | | | $ | 0.78 | |
Less: provision for processing system intrusion | | $ | (0.42 | ) | | $ | (2.16 | ) |
| | | | | | | | |
GAAP - Net income (loss) per hare | | $ | (0.26 | ) | | $ | (1.38 | ) |
| | | | | | | | |
| | |
Shares used in computing GAAP net income (loss) per share | | | 37,480 | | | | 37,483 | |
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