Heartland Payment Systems Reports Third Quarter Financial Results

Tue Nov 3, 2009 7:00am EST
 
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http://www.businesswire.com/news/home/20091103005387/en

PRINCETON, N.J.--(Business Wire)--
Heartland Payment Systems, Inc. (NYSE:HPY), a leading provider of
credit/debit/prepaid card processing, payroll, check management and payment
services, today announced a GAAP net loss of $13.6 million or ($0.36) per share
for the three months ended September 30, 2009. Results for the quarter are after
$35.6 million (pre-tax), or $0.59 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
$8.7 million and $0.23, respectively. Third 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 third quarter, include:

* Small and Mid-Sized Merchant (SME) transaction processing volume of $15.8
billion, up 1.1% from a year ago 
* Quarterly Net Revenue of $110 million, down marginally from the record
quarterly revenues of the year ago period due to declines in equipment-related
revenues 
* Operating margin on net revenue of 13.4% compared to 20.9% for the same
quarter in 2008 
* New margin installed and same store sales down 16.3% and 8.6%, respectively,
from the same quarter last year, but both representing a sequential improvement
compared to the second quarter of 2009 
* SFAS 123R stock compensation expense of $1.7 million, or $0.03 per share

Robert Carr, Chairman and CEO, said, "We were able to generate solid returns
during the quarter while continuing to invest in both our processing platforms
and our new business initiatives. Certain of our key transaction processing
performance metrics are stabilizing despite the lack of any demonstrable
improvement during the quarter in the economic conditions that impact the vast
majority of our customers. We saw encouraging growth from a range of our new
product initiatives, including payroll and our new Discover and American Express
agreements. We also made some progress improving operating efficiency, as third
quarter processing and servicing costs, our largest non-pass-through cost of
services, were down relative to a year ago. Though the economic outlook remains
uncertain, we will continue to provide merchants large and small with a "Fair
Deal" and technology-driven product improvements that are responsive to their
most pressing needs and which leverages our franchise to create value for our
shareholders." 

Net revenue from SME card processing and Network Services were both up in the
third quarter. However, due to a decrease in revenues from equipment-related
businesses, net revenues of $110.0 million for the quarter were little changed
from record quarterly net revenues of $110.4 million in the third quarter of
2008. SME card processing volume for the three months ended September 30, 2009
was $15.8 billion, a 1.1% improvement compared to the year ago period. Network
Services transactions processed, the basis for their revenues, totaled 757
million in the quarter compared to 771 million in the same quarter of 2008. Same
store sales in the SME segment were down 8.6% in the quarter; however,
performance in September was the best in nearly a year. Operating income as a
percentage of net revenues was 13.4% in the third quarter of 2009, down compared
to the 2008 period due to an increase in general and administrative expenses,
primarily stock compensation, legal costs, and salary, bonus and fringe
benefits. The various expenses, accruals, and reserves, all of which are
attributable to the processing system intrusion in the third quarter, were $35.6
million pre-tax, or $0.59 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
settlements 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. This charge also includes significant legal fees.
These various expenses and accruals are shown separately in the Company`s
Statement of Operations. 

Mr. Carr continued, "We believe 2010 will be a year in which we achieve
breakthroughs in enhancing payments security. The initial commercial
implementations of our new `E3` technology is expected to commence late this
year, and to be rolled out more fully in the first quarter of next year.
Consequently, we plan on getting an early start in a pivotal year with a
technology solution offering merchants and consumers what we believe to be the
highest level of payments processing data security in the industry. At a time
when economic conditions have stalled overall market growth, we believe `E3`
will provide a competitive advantage as security becomes a processing priority.
Our strategy is to continue to invest in our technology platform, expand our
product portfolio and strengthen our merchant franchise to achieve growth in the
near term while planning for accelerated growth as the economy recovers. With a
more robust platform, leading security and technology, and steady efficiency
gains, we feel strongly that our investments are creating value for
shareholders." 

NINE MONTH RESULTS:

For the first nine months of 2009, GAAP net loss was $18.7 million or ($0.50)
per share. Net revenues for the first nine months of 2009 were $315.1 million,
up 11.1% compared to the first nine months of 2008. Excluding various expenses,
accruals and reserves, all of which are attributable to the processing systems
intrusion, Adjusted Net Income and Earnings per Share for the first nine months
of fiscal 2009 were $23.4 million or $0.62 per share, compared to GAAP earnings
of $33.9 million, or $0.87 per share, in the prior nine months. Year-to-date
2009, stock compensation expense has reduced earnings by $2.8 million or $0.05
per diluted share compared to $1.1 million or $0.02 per diluted share for the
same nine-month period in 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. 

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 September 30, 2009 follows:

                                                                                                                            
 (In thousands, except per share)                                                                                           
                                                                                                                            
                                                                    Three Months                 Nine Months                
                                                                    
Ended                       
Ended                     
                                                                    
September 30,               
September 30,             
                                                                    
2009                        
2009                      
 Net income (loss) attributable to Heartland                                                                                
 Non-GAAP - Adjusted net income attributable to Heartland           $       8,715              $       23,416           
 Less adjustments:                                                                                                          
 Provision for processing system intrusion                                  35,577                     67,547           
 Income tax benefit of provision for processing system intrusion            (13,267  )                 (25,466  )       
 After-tax provision for processing system intrusion                        22,310                     42,081           
 GAAP - Net income (loss) attributable to Heartland                 $       (13,595  )         $       (18,665  )       
                                                                                                                            
 Earnings(loss) per share                                                                                                   
 Non-GAAP - Adjusted net income per share                           $       0.23               $       0.62             
 Less: provision for processing system intrusion                    $       (0.59    )                 (1.12    )       
 GAAP - Net income (loss) per share                                 $       (0.36    )         $       (0.50    )       
                                                                                                                        
 Shares used in computing GAAP net loss per share                           37,461                     37,484           
                                                                                                                            


Please see "Reconciliation of Non-GAAP Financial Measures and Regulation G
Disclosure" below for additional detail. 

FULL YEAR 2009 GUIDANCE:

Economic conditions that impact the vast majority of our customers did not
evidence any demonstrable improvement in the third quarter compared to the
second quarter, so we are not changing our guidance for fiscal 2009. For the
full year 2009, we now expect net revenue (total revenues less interchange, dues
and assessments) to grow in the area of 10%, to between $420 and $425 million.
For the year, earnings per share are expected to be $0.85 - $0.90, excluding
approximately $0.08 per share of 123R stock compensation expense. The Company`s
guidance for 2009 does not include any costs or estimates for potential losses,
costs, expenses and accruals 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.
Except for sums already accrued, neither the costs nor the potential losses are
estimable at this point, and further the potential losses are not currently
deemed probable. 

DIVIDEND:

The Company also announced that the Board of Directors today declared a fourth
quarter dividend of $0.01 per common share. The dividend is payable to
shareholders of record on November 23, 2009 and will be paid on December 15,
2009. 

CONFERENCE CALL:

Heartland Payment Systems, Inc. will host a conference call on November 3, 2009
at 8:00 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 877-741-4240. Please provide the operator with PIN number 5622444. 

The webcast will be archived on the Company`s website within two hours of the
live call and will remain available through Wednesday, February 3, 2010. 

About Heartland Payment Systems

Heartland Payment Systems, Inc., a NYSE company trading under the symbol HPY,
delivers credit/debit/prepaid card processing, payroll, check management and
payment solutions to more than 250,000 businesses 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, visit
www.heartlandpaymentsystems.com and www.MerchantBillOfRights.com. 

Forward-looking Statements

This press release may contain 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, the risk that we may not be successful
in developing and marketing new products, systems and services, including
without limitation our anticipated end to end encryption system and the risk
that the results and effects of the security breach of our processing system on
our results of operations and financial condition may be materially adverse,
including, the fact that we expect to incur costs for remedial actions, legal
fees and crisis management services that are expected to be material and could
adversely impact our operations, financial condition and cash flow, the risk
that we may incur material losses related to the claims that have been asserted,
or may be asserted, against us arising out of the security breach, the extent of
cardholder information compromised and consequences to our business including
effects on merchant acquisition and retention and sales 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.

                                                                                                                                                                                                 
 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                                 Nine Months Ended                                    
                                                                                             September 30,                                      September 30,                                        
                                                                                             2009                      2008                   2009                        2008                   
                                                                                                                                                                                                 
 Total Revenues                                                                              $    442,568            $    424,800         $    1,232,113            $    1,158,973       
 Costs of Services:                                                                                                                                                                              
 Interchange                                                                                      305,059                 295,452              853,666                   824,559         
 Dues, assessments and fees                                                                       27,527                  18,972               63,393                    50,815          
 Processing and servicing                                                                         50,356                  50,724               148,278                   130,007         
 Customer acquisition costs                                                                       13,147                  12,758               38,479                    36,482          
 Depreciation and amortization                                                                    4,006                   3,101                11,614                    7,476           
 Total costs of services                                                                          400,095                 381,007              1,115,430                 1,049,339       
 General and administrative                                                                       27,784                  20,689               77,247                    52,917          
 Total expenses                                                                                   427,879                 401,696              1,192,677                 1,102,256       
 Income from operations                                                                           14,689                  23,104               39,436                    56,717          
 Other income (expense):                                                                                                                                                                         
 Interest income                                                                                  29                      185                  86                        654             
 Interest expense                                                                                 (782     )              (1,199   )           (1,868     )              (2,296     )    
 Provision for processing system intrusion                                                        (35,577  )         -                           (67,547    )         -                      
 Other, net                                                                                       -                       (136     )           4                         (215       )    
 Total other income (expense)                                                                     (36,330  )              (1,150   )           (69,325    )              (1,857     )    
 Income (loss) before income taxes                                                                (21,641  )              21,954               (29,889    )              54,860          
 Provision for (benefit from) income taxes                                                        (8,070   )              8,539                (11,240    )              20,967          
 Net income (loss)                                                                                (13,571  )              13,415               (18,649    )              33,893          
 Less: Net income attributable to noncontrolling minority interests                               24                      2                    16                        34              
 Net income (loss) attributable to Heartland                                                 $    (13,595  )         $    13,413          $    (18,665    )         $    33,859          
                                                                                                                                                                                                 
 Net income (loss)                                                                           $    (13,571  )         $    13,415          $    (18,649    )         $    33,893          
 Other comprehensive income:                                                                                                                                                                     
 Unrealized gains (losses) on investments, net of income tax of $16, $(19), $24 and $(10)         27                      (31      )           40                        (16        )    
 Foreign currency translation adjustment, net of income tax of $(157) and $(281) in 2008          782                     (260     )           1,251                     (465       )    
 Comprehensive income (loss)                                                                      (12,762  )              13,124               (17,358    )              33,412          
 Less: Net income attributable to                                                                 24                      2                    16                        34              
 noncontrolling minority interests                                                                                                                                                       
 Comprehensive income (loss) attributable to Heartland                                       $    (12,786  )         $    13,122          $    (17,374    )         $    33,378          
                                                                                                                                                                                                 
 Earnings (loss) per common share:                                                                                                                                                               
 Basic                                                                                       $    (0.36    )         $    0.36            $    (0.50      )         $    0.90            
 Diluted                                                                                     $    (0.36    )         $    0.35            $    (0.50      )         $    0.87            
 Weighted average number of common shares outstanding:                                                                                                                                           
 Basic                                                                                            37,461                  37,522               37,484                    37,484          
 Diluted                                                                                          38,129                  38,700               37,896                    38,746          
                                                                                                                                                                                                 


                                                                                                                                                                                                                           
 Heartland Payment Systems, Inc. and Subsidiaries                                                                                                                                                                              
 Condensed Consolidated Balance Sheets                                                                                                                                                                                         
 (In thousands, except share data)                                                                                                                                                                                             
 (unaudited)                                                                                                                                                                                                                   
                                                                                                                                                                                                                           
 Assets                                                                                                                                                                September 30,              December 31,             
                                                                                                                                                                       
2009                      
2008                    
 Current assets:                                                                                                                                                                                                           
 Cash                                                                                                                                                                  $      39,028            $      27,589          
 Funds held for payroll customers                                                                                                                                             16,836                   22,002          
 Receivables, net                                                                                                                                                             149,085                  140,145         
 Investments held to maturity                                                                                                                                                 1,304                    1,410           
 Inventory                                                                                                                                                                    8,500                    8,381           
 Prepaid expenses                                                                                                                                                             5,608                    6,662           
 Current tax asset                                                                                                                                                            -                        2,440           
 Current deferred tax assets, net                                                                                                                                             23,605                   6,723           
 Total current assets                                                                                                                                                         243,966                  215,352         
 Capitalized customer acquisition costs, net                                                                                                                                  73,147                   77,737          
 Property and equipment, net                                                                                                                                                  96,832                   75,443          
 Goodwill                                                                                                                                                                     59,373                   58,456          
 Intangible assets, net                                                                                                                                                       35,971                   36,453          
 Deposits and other assets, net                                                                                                                                               1,642                    178             
 Total assets                                                                                                                                                          $      510,931           $      463,619         
                                                                                                                                                                                                                           
 Liabilities and stockholders` equity                                                                                                                                                                                      
 Current liabilities:                                                                                                                                                                                                      
 Due to sponsor banks                                                                                                                                                  $      82,156            $      68,212          
 Accounts payable                                                                                                                                                             27,273                   25,864          
 Deposits held for payroll customers                                                                                                                                          16,836                   22,002          
 Current portion of borrowings                                                                                                                                                58,544                   58,522          
 Current portion of accrued buyout liability                                                                                                                                  9,699                    10,547          
 Merchant deposits and loss reserves                                                                                                                                          35,222                   16,872          
 Accrued expenses and other liabilities                                                                                                                                       24,724                   26,196          
 Current tax liability                                                                                                                                                        304                      -               
 Reserve for processing system intrusion                                                                                                                                      45,166                   -               
 Total current liabilities                                                                                                                                                    299,924                  228,215         
 Deferred tax liabilities, net                                                                                                                                                4,805                    6,832           
 Reserve for unrecognized tax benefits                                                                                                                                        1,405                    1,732           
 Long-term portion of borrowings                                                                                                                                              10,559                   16,984          
 Long-term portion of accrued buyout liability                                                                                                                                33,407                   30,493          
 Total liabilities                                                                                                                                                            350,100                  284,256         
 Commitments and contingencies                                                                                                                                                -                        -               
 Equity                                                                                                                                                                                                                    
 Common Stock, $0.001 par value, 100,000,000 shares authorized, 37,463,142 and 37,675,543 shares issued and outstanding at September 30, 2009 and December 31, 2008           38                       38              
 Additional paid-in capital                                                                                                                                                   169,465                  167,337         
 Accumulated other comprehensive loss                                                                                                                                         (854     )               (2,145   )      
 (Accumulated deficit) Retained earnings                                                                                                                                      (7,982   )               14,014          
 Total stockholders` equity                                                                                                                                                   160,667                  179,244         
 Noncontrolling minority interests                                                                                                                                            164                      119             
 Total equity                                                                                                                                                                 160,831                  179,363         
 Total liabilities and equity                                                                                                                                          $      510,931           $      463,619         
                                                                                                                                                                                                                           


                                                                                                                                                
 Heartland Payment Systems, Inc. and Subsidiaries                                                                                                   
 Condensed Consolidated Statements of Cash Flow                                                                                                     
 (In thousands)                                                                                                                                     
 (unaudited)                                                                                                                                        
                                                                                                                                                
                                                                                      Nine Months Ended September 30,                             
                                                                                      2009                            2008                      
 Cash flows from operating activities                                                                                                           
 Net income (loss) attributable to Heartland                                          $      (18,665  )             $      33,859           
 Adjustments to reconcile net income to net cash provided by operating activities:                                                              
 Amortization of capitalized customer acquisition costs                                      42,663                        39,722           
 Other depreciation and amortization                                                         15,823                        9,753            
 Provision for processing system intrusion                                                   65,547                        -                
 Addition to loss reserves                                                                   4,375                         4,529            
 Provision for doubtful receivables                                                          624                           1,645            
 Stock-based compensation                                                                    2,811                         1,067            
 Deferred taxes                                                                              (18,986  )                    4,177            
 Net income attributable to noncontrolling minority interests                                16                            34               
 Loss on investments                                                                         -                             240              
 Other                                                                                       6                             159              
 Changes in operating assets and liabilities:                                                                                                   
 Increase in receivables                                                                     (9,513   )                    (15,130   )      
 (Increase) decrease in inventory                                                            (105     )                    1,539            
 Payment of signing bonuses, net                                                             (25,504  )                    (35,677   )      
 Increase in capitalized customer acquisition costs                                          (12,569  )                    (11,689   )      
 Decrease (increase) in prepaid expenses                                                     1,070                         (798      )      
 Decrease in current tax asset                                                               3,059                         1,627            
 Increase in deposits and other assets                                                       (1,142   )                    (95       )      
 Excess tax benefits on options exercised                                                    (325     )                    (1,498    )      
 (Decrease) increase in reserve for unrecognized tax benefits                                (327     )                    911              
 Increase in due to sponsor bank                                                             13,944                        29,613           
 Increase in accounts payable                                                                1,375                         4,770            
 (Decrease) increase in accrued expenses and other liabilities                               (15,990  )                    7,870            
 Increase in merchant deposits and loss reserves                                             13,974                        6,230            
 Reserve for processing system intrusion                                                     (7,881   )                    -                
 Payouts of accrued buyout liability                                                         (6,319   )                    (5,288    )      
 Increase in accrued buyout liability                                                        8,385                         8,449            
 Net cash provided by operating activities                                                   58,346                        86,019           
                                                                                                                                                
 Cash flows from investing activities                                                                                                           
 Purchase of investments held to maturity                                                    (1,076   )                    (65       )      
 Maturities of investments held to maturity                                                  1,208                         284              
 Decrease in funds held for payroll customers                                                5,232                         3,663            
 Decrease in deposits held for payroll customers                                             (5,166   )                    (4,177    )      
 Acquisition of business, net of cash acquired                                               (3,193   )                    (102,849  )      
 Proceeds from disposal of property and equipment                                            33                            -                
 Purchases of property and equipment                                                         (33,585  )                    (22,383   )      
 Net cash used in investing activities                                                       (36,547  )                    (125,527  )      
                                                                                                                                                
 Cash flows from financing activities                                                                                                           
 Proceeds from borrowings                                                                    -                             95,000           
 Principal payments on borrowings                                                            (6,403   )                    (20,000   )      
 Proceeds from exercise of stock options                                                     548                           2,692            
 Excess tax benefits on options exercised                                                    325                           1,498            
 Repurchase of common stock                                                                  (3,202   )                    (17,995   )      
 Dividends paid on common stock                                                              (1,685   )                    (10,101   )      
 Net cash (used in) provided by financing activities                                         (10,417  )                    51,094           
                                                                                                                                                
 Net increase in cash                                                                        11,382                        11,586           
 Effect of exchange rates on cash                                                            57                            (20       )      
 Cash at beginning of year                                                                   27,589                        35,508           
 Cash at end of period                                                                $      39,028                 $      47,074           
                                                                                                                                            


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 nine months ended September 30,
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 nine months ended September 30, 2009, the Company expensed a total of
$35.6 million and $67.5 million, respectively, or about $0.59 and $1.12 per
share, respectively, associated with the Processing System Intrusion. The
majority of these charges, or approximately $53.0 million, related to: (i)
assessments imposed in April 2009 by MasterCard and VISA against the Company and
its sponsor banks, (ii) settlement offers made by the Company to certain card
brands in an attempt to resolve certain of the claims asserted against its
sponsor banks (who have asserted rights to indemnification from the Company
pursuant to the Company`s agreements with them), and (iii) 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 in (ii) and (iii) 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 settlement offers during the nine months ended September 30,
2009 resulted in the Company carrying a $45.2 million Reserve for Processing
System Intrusion at September 30, 2009. To date, the Company has not received
favorable responses to the settlement offers noted in (ii) above and no
definitive agreements have been reached with respect to the settlements deemed
likely to be agreed upon. Therefore, it should not be assumed that the Company
will resolve the claims that are the subject of the 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 significantly 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
significant 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. 

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 September 30, 2009 with respect to any
such claim, except for the assessments actually imposed by MasterCard and Visa
and 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 nine months ended September 30, 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. 

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 nine months ended September 30, 2009 follows:

                                                                                                                            
 (In thousands, except per share)                                                                                           
                                                                                                                            
                                                                    Three Months                 Nine months                
                                                                    
Ended                       
ended                     
                                                                    
September 30,               
September 30,             
                                                                    
2009                        
2009                      
 Net income (loss) attributable to Heartland                                                                                
 Non-GAAP - Adjusted net income attributable to Heartland           $       8,715              $       23,416           
 Less adjustments:                                                                                                          
 Provision for processing system intrusion                                  35,577                     67,547           
 Income tax benefit of provision for processing system intrusion            (13,267  )                 (25,466  )       
 After-tax provision for processing system intrusion                        22,310                     42,081           
 GAAP - Net income (loss) attributable to Heartland                 $       (13,595  )         $       (18,665  )       
                                                                                                                            
 Earnings(loss) per share                                                                                                   
 Non-GAAP - Adjusted net income per share                           $       0.23               $       0.62             
 Less: provision for processing system intrusion                    $       (0.59    )         $       (1.12    )       
 GAAP - Net income (loss) per share                                 $       (0.36    )         $       (0.50    )       
                                                                                                                        
 Shares used in computing GAAP net loss per share                           37,461                     37,484           
                                                                                                                            


Gregory FCA Communications
Joe Hassett, 610-228-2110
Heartland_ir@gregoryfca.com



Copyright Business Wire 2009

 

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