Restatement of Previously Issued Financial Information | Note 2 – Restatement of Previously Issued Financial Information This Note 2 to the unaudited consolidated condensed financial statements discloses the nature of the restatement matters and adjustments and shows the impact of the restatement for the quarter and nine month period ended September 30, 2015, which is referred to as the Restatement. The Restatement corrects material errors involved with the accounting for tax positions taken in the 2010 tax year. The Restatement corrects an error in the recognition of a deferred tax asset originating from 2010 tax deductions and the corresponding net operating loss for transaction costs that were based on an uncertain tax position and corrects an error related to the accounting for 2010 debt issuance cost tax deductions based on an uncertain tax position that affected book tax temporary differences and differences in the applicable tax rates over the affected period. These differences impacted deferred tax liability calculations over the affected period. The Restatement also establishes a liability for potential tax liabilities including penalties and interest related to these uncertain tax positions. In the third quarter of 2015, the liability for exposure to potential tax, interest and penalties with respect to the referenced 2010 debt issuance cost deductions was reversed in full as the related statute of limitations expired in such period. This tax liability reversal triggered recognition of a tax benefit of $11.8 million in the third quarter of 2015. The Restatement also corrects other miscellaneous insignificant accounting errors. These errors, individually and in the aggregate, would not have required a restatement. Restatement Background - Restatement adjustments needed to correct errors in accounting for 2010 uncertain tax positions During the preparation of the consolidated financial statements for the year ended December 31, 2015, Management became aware of a potential misapplication of Accounting Standards Codification Topic 740—Income Taxes ASC 740 As part of its restatement preparation and diligence, Management reviewed the accounting for tax positions taken with respect to the amount and timing of tax deductions for 2010 debt issuance costs. Those costs were deducted entirely in 2010. Upon review, Management concluded that the immediate deduction of these costs represented an uncertain tax position. As the deduction was not accounted for as an uncertain tax position, Management concluded there was an error that required correction. In order to correct this error, Management determined the portion of the debt issuance costs that were more likely than not of being allowed as a deduction in 2010 and calculated the resulting liability for unrecognized tax benefits as of December 31, 2010 and subsequent periods. A liability was established for potential tax liabilities including penalties and interest related to the uncertain tax position over the period of exposure. In the third quarter of 2015, the liability for exposure to potential tax, interest and penalties with respect to the 2010 debt issuance cost deduction was reversed in full as the related statute of limitations expired in such period. This tax liability reversal triggered recognition of a tax benefit of $11.8 million in the third quarter of 2015. The Restatement reflects the accounting for the referenced 2010 tax deductions as uncertain tax positions following ASC 740 and its impact on the affected years through 2014. Other insignificant corrective adjustments In addition to the above Restatement adjustments, Management elected to correct previously uncorrected misstatements included within Management’s Staff Accounting Bulletin No. 99 (“SAB 99”) analysis wherein individual insignificant adjustments are tracked, aggregated and measured for purposes of determining whether in the aggregate such errors are material for the years ended December 31, 2014 and 2013 and for adjustments that affect the beginning balance as of January 1, 2013. A brief summary of the restatement adjustments and the referenced SAB 99 corrective adjustments and other insignificant miscellaneous adjustments is described below and reflected and quantified, as applicable, in the table below. The adjustments are cross-referenced to the table below. Restatement Adjustments (a) Accounting for uncertain tax positions related to 2010 tax deductions Other insignificant corrective adjustments 1. Revenue recognition 2. Cost of revenues and intangible assets 3. Cost of revenues and deferred costs 4. Compensation expense 5. Selling, general and administrative expenses and Cost of revenues The table below summarizes the effects of the Restatement adjustments and reclassifications on the unaudited consolidated condensed statement of income for the quarter and nine month period ended September 30, 2015: Three month period ended September 30, 2015 (Dollar amounts in thousands) As previously reported Restatement Adjustment Other insignificant As restated Reference Revenues Merchant Acquiring, net $ 20,784 $ — $ — $ 20,784 Payment Processing 27,502 — — 27,502 Business Solutions 44,492 — 163 44,655 1 Total revenues 92,778 — 163 92,941 Operating costs and expenses Cost of revenues, exclusive of depreciation and amortization shown below 44,821 — (680 ) 44,141 3, 4, 5 Selling, general and administrative expenses 10,428 — (36 ) 10,392 5 Depreciation and amortization 16,934 — — 16,934 Total operating costs and expenses 72,183 — (716 ) 71,467 Income from operations 20,595 — 879 21,474 Non-operating income (expenses) Interest income 140 — — 140 Interest expense (6,003 ) — — (6,003 ) Losses of equity method investment (3 ) — — (3 ) Other income 381 — — 381 Total non-operating expenses (5,485 ) — — (5,485 ) Income before income taxes 15,110 — 879 15,989 Income tax expense (benefit) 1,687 (11,034 ) — (9,347 ) a Net income 13,423 11,034 879 25,336 Other comprehensive income, net of tax Foreign currency translation adjustments 84 — — 84 Total comprehensive income $ 13,507 $ 11,034 $ 879 $ 25,420 Net income per common share - basic $ 0.17 $ 0.15 $ 0.01 $ 0.33 Net income per common share - diluted $ 0.17 $ 0.15 $ 0.01 $ 0.33 Nine month period ended September 30, 2015 (Dollar amounts in thousands) As previously reported Restatement Adjustment Other insignificant As restated Reference Revenues Merchant Acquiring, net $ 62,041 $ — $ — $ 62,041 Payment Processing 80,638 — — 80,638 Business Solutions 134,672 — 493 135,165 1 Total revenues 277,351 — 493 277,844 Operating costs and expenses Cost of revenues, exclusive of depreciation and amortization shown below 125,280 — (185 ) 125,095 2, 3, 4, 5 Selling, general and administrative expenses 27,079 — (36 ) 27,043 5 Depreciation and amortization 49,767 — — 49,767 Total operating costs and expenses 202,126 — (221 ) 201,905 Income from operations 75,225 — 714 75,939 Non-operating income (expenses) Interest income 371 — — 371 Interest expense (18,414 ) — — (18,414 ) Earnings of equity method investment 196 — — 196 Other income 1,430 — — 1,430 Total non-operating expenses (16,417 ) — — (16,417 ) Income before income taxes 58,808 — 714 59,522 Income tax expense 6,053 (9,979 ) — (3,926 ) a Net income 52,755 9,979 714 63,448 Other comprehensive income, net of tax Foreign currency translation adjustments 473 — — 473 Total comprehensive income $ 53,228 $ 9,979 $ 714 $ 63,921 Net income per common share - basic $ 0.68 $ 0.13 $ 0.01 $ 0.82 Net income per common share - diluted $ 0.68 $ 0.13 $ 0.01 $ 0.82 The Restatement adjustments affecting the unaudited consolidated condensed statement of cash flows for the nine month period ended September 30, 2015 are insignificant and predominantly included in the Company’s net income from operations, offset by non-cash adjustments to net income and changes in operating assets and liabilities. The non-cash adjustments include adjustments to deferred taxes and the other corrective adjustments described in the table above and in Note 1 to the Audited Consolidated Financial Statements included in the 2015 Form 10-K. There were no significant adjustments related to cash used in investing and financing activities. |