HPY Heartland Payment Systems, Inc.

Record New Margin Installed Leads to Acceleration in Rate of Growth of Card Transaction Processing Volume and Net Revenue

Agreement to Acquire TouchNet Information Systems, Inc. will establish Heartland as the leader in the higher education payments market

Heartland Payment Systems (NYSE: HPY), one of the nation's largest payment processors and leading provider of merchant business solutions, today announced Adjusted Net Income and Adjusted Earnings per Share of $21.0 million and $0.58, respectively, for the quarter ended June 30, 2014, compared to Adjusted Net Income and Adjusted Earnings per Share of $23.1 million and $0.62, respectively, for the quarter ended June 30, 2013. GAAP net income for the quarter ended June 30, 2014 was $17.5 million, or $0.48 per share, compared to Net Income and Earnings per Share of $19.7 million and $0.53, respectively, for the quarter ended June 30, 2013. Adjusted Net Income and Adjusted Earnings per Share are non-GAAP measures that are detailed later in this press release in the section “Reconciliation of Non-GAAP Financial Measures.”

In July, Heartland announced its agreement to acquire TouchNet Information Systems, Inc., a pioneer in delivering innovative payments solutions, which will make the Company the largest provider of commerce solutions to the higher education market.

Highlights for the second quarter of 2014 include:

• The seventh consecutive quarter of new margin installed growth, up 18.7% from a year ago to $20.8 million
• Record Small and Mid-Sized Enterprise (SME) quarterly transaction processing volume of $20.4 billion, up 5.6% from the second quarter of 2013
• Record Quarterly Net Revenue of $159.4 million, up 6.4% from the second quarter of 2013
• Operating Margin on Net Revenue of 18.8% compared to 22.3% for the same quarter in 2013. Excluding the impact of Leaf discussed below, the operating margin was 20.6% in this year’s second quarter
• Same store sales rose 2.4% and volume attrition was 12.6% in this year’s second quarter
• One time impact of a prior period billing error reduced operating margin by 140 basis points and Earnings per Share by $0.04.

Robert O. Carr, Chairman and CEO, said, “Second quarter results were led by an acceleration in the rate of growth in card transaction processing volume and revenue as a result of our strong new business momentum. New margin installed set another record this quarter, for the first time exceeding $20 million in a quarter, a clear sign that our value proposition is resonating with merchants and our sales efficiency is continuing to improve. Transaction processing volume and card revenue growth were also aided by a rebound in same store sales growth. And, our non-card businesses continued to deliver growth rates that help propel the Company forward. The operating margin continues to reflect our investment in both Leaf and other new growth initiatives broadly across the organization. In a year that is focused on capitalizing on the emerging opportunities of an industry that is increasingly integral to the economy, we are making significant progress developing new products that will guide our future growth, while simultaneously achieving attractive current returns."

SME card processing volume for the three months ended June 30, 2014 was $20.4 billion, a 5.6% improvement compared to the year-ago period and the fastest rate of processing volume growth since the third quarter of 2012. The increase in the processing volume growth rate represents the cumulative effect of the growth in new margin installed over the past year, strong same store sales and improved retention of our customers. The increase in total net revenue in the quarter was primarily attributable to strong organic card and non-card revenue growth. Compared to a year ago, operating margins include the loss attributable to the Company's investment in Leaf, as well as the additional investment spending on growth initiatives budgeted for this year. In the quarter, Leaf’s results reduced the operating margin by 180 basis points and earnings by $0.05 per share. Since we cannot deduct Leaf’s loss, taxes had to be accrued at a 43.1% rate in the quarter. Also, the operating income was reduced by $2.3 million as a result of a billing error that occurred in the prior year in our Heartland School Solutions business. This reduced our operating margin in the current quarter by 140 basis points and our Earnings per Share by $0.04.

Mr. Carr continued, “This quarter we achieved the acceleration in the rate of transaction processing volume and card revenue growth that could be naturally anticipated from our consecutive quarters of record new margin installed. The strength of our core card transaction processing operations is providing the foundation for our wider participation in the growth opportunities emerging as a result of the rapid expansion of the entire electronic payments industry. In July, we announced our agreement to acquire TouchNet, consistent with our strategy to expand horizontally into adjacent and complementary markets that leverage our core capabilities, and offer outstanding growth opportunities. TouchNet will be integrated into our Campus Solutions business where we will now be the largest provider of integrated commerce solutions to the higher education market. In addition to its ideal fit with Campus Solutions, TouchNet also shares Heartland's philosophy of transparency and merchant advocacy, which will further strengthen our franchise and build value for shareholders."

SIX MONTH RESULTS:

Adjusted Net Income from continuing operations and related earnings per share for the first half of fiscal 2014 was $40.6 million or $1.09 per share, compared to Adjusted Net Income from continuing operations of $42.5 million or $1.12 per share, respectively, in the first half of fiscal 2013. Net revenue for the first half of 2014 was $314.9 million, up 6.2% compared to $296.6 million for the first half of 2013. For the first six months of 2014, GAAP net income was $33.2 million, or $0.89 per share, compared to GAAP net income from continuing operations of $35.3 million or $0.93 per share for the first half of 2013. Year-to-date 2014, share-based compensation and acquisition related amortization expense have reduced net income by $7.4 million, or $0.20 per share, compared to $7.2 million, or $0.19 per share, in the first half of 2013.

FULL YEAR 2014 GUIDANCE:

For full year 2014, we expect Net Revenue to grow 8% to 10% to between approximately $645 million and $660 million, and adjusted EPS to be in the range of $2.33 - $2.37. Guidance assumes after-tax share-based compensation and acquisition-related amortization expenses, before TouchNet amortization, reduce earnings per share by $0.41 for the year and an effective tax rate above 40%, due to the non-deductibility of the Company's proportionate share of Leaf's operating losses. Guidance for the year reflects a reduction of $0.17 per share for Leaf’s operating losses. Guidance does not reflect any benefits from the acquisition of TouchNet. The anticipated impact from the acquisition of TouchNet over the balance of 2014, including associated transaction costs, is expected to be slightly accretive on an adjusted basis.

BOARD DECLARES QUARTERLY DIVIDEND; SHARE REPURCHASE PROGRAM UPDATE

The Company also announced that on July 31, 2014, the Board of Directors declared a quarterly dividend of $0.085 per common share payable September 15, 2014 to shareholders of record on August 25, 2014. In the second quarter, the Company repurchased approximately 652,000 shares for $25.8 million, completing the $75 million share repurchase plan authorized by the Board in May 2013.

CONFERENCE CALL:

Heartland Payment Systems, Inc. will host a conference call on August 1, 2014 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 (888)-317-6003. Please provide the operator with PIN number 7969889. 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 fifth largest payments processor in the United States, delivers credit/debit/prepaid card processing, mobile commerce, e-commerce, marketing solutions, security technology, payroll solutions, and related business solutions and services to more than 275,000 business and educational locations nationwide. A FORTUNE 1000 company, 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. Heartland also established The Sales Professional Bill of Rights to advocate for the rights of sales professionals everywhere. More detailed information can be found at HeartlandPaymentSystems.com or follow the Company on Twitter @HeartlandHPY and Facebook at facebook.com/HeartlandHPY.

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 risks and additional factors that are described 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, 2013. 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 Income

(In thousands, except per share data)

(unaudited)

    Three Months Ended Six Months Ended June 30, June 30, 2014   2013 2014   2013 Total revenues $ 582,859   $ 546,624   $ 1,106,142   $ 1,047,863   Costs of services: Interchange 367,773 345,233 685,869 652,305 Dues, assessments and fees 55,686 51,649 105,354 98,981 Processing and servicing 67,048 58,376 135,657 117,773 Customer acquisition costs 12,368 9,983 22,618 20,716 Depreciation and amortization 6,679   4,522   12,491   8,612   Total costs of services 509,554 469,763 961,989 898,387 General and administrative 43,374   43,531   87,860   89,371   Total expenses 552,928   513,294   1,049,849   987,758   Income from operations 29,931   33,330   56,293   60,105   Other income (expense): Interest income 30 32 62 66 Interest expense (1,258 ) (1,269 ) (2,308 ) (2,503 ) Other, net 420   (70 ) 288   (160 )

Total other expense

(808 ) (1,307 ) (1,958 ) (2,597 ) Income from continuing operations before income taxes 29,123 32,023 54,335 57,508 Provision for income taxes 12,552   12,342   22,852   22,182   Net income from continuing operations 16,571 19,681 31,483 35,326

Income from discontinued operations, net of income tax of $—, $—, $— and $2,135

—   —   —   3,970   Net income 16,571 19,681 31,483 39,296

Less: Net (loss) income attributable to noncontrolling interests

Continuing operations (881 ) — (1,709 ) — Discontinued operations —   —   —   56   Net income attributable to Heartland $ 17,452   $ 19,681   $ 33,192   $ 39,240     Amounts attributable to Heartland: Net income from continuing operations, net of noncontrolling interests $ 17,452 $ 19,681 $ 33,192 $ 35,326

Income from discontinued operations, net of income tax and noncontrolling interests

—   —   —   3,914   Net income attributable to Heartland $ 17,452   $ 19,681   $ 33,192   $ 39,240     Basic earnings per share: Income from continuing operations $ 0.49 $ 0.54 $ 0.91 $ 0.96 Income from discontinued operations —   —   —   0.11   Basic earnings per share $ 0.49   $ 0.54   $ 0.91   $ 1.07     Diluted earnings per share: Income from continuing operations $ 0.48 $ 0.53 $ 0.89 $ 0.93 Income from discontinued operations —   —   —   0.10   Diluted earnings per share $ 0.48   $ 0.53   $ 0.89   $ 1.03     Weighted average number of common shares outstanding: Basic 35,936 36,153 36,350 36,698 Diluted 36,734 37,439 37,250 38,108      

Heartland Payment Systems, Inc. and Subsidiaries

Condensed Consolidated Statements of Comprehensive Income

(In thousands)

(unaudited)

  Three Months Ended Six Months Ended June 30, June 30, 2014   2013 2014   2013   Net income $ 16,571 $ 19,681 $ 31,483 $ 39,296 Other comprehensive income (loss):

Reclassification of gains on investments net of income tax of $103, $—, $103 and $—

(164 ) — (164 ) —

Unrealized gains on investments, net of tax of income tax $1, $—, $10 and $4

2 1 14 4

Unrealized gains on derivative financial instruments, net of income tax of $27, $53, $55 and $96

48 83 95 163 Foreign currency translation adjustment —   —   —   (54 ) Comprehensive income 16,457 19,765 31,428 39,409

Less: Comprehensive (loss) income attributable to noncontrolling interests

(881 ) —   (1,709 ) 40   Comprehensive income attributable to Heartland $ 17,338   $ 19,765   $ 33,137   $ 39,369        

Heartland Payment Systems, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(In thousands, except share data)

(unaudited)

  June 30, December 31, 2014 2013 Assets Current assets: Cash and cash equivalents $ 53,839 $ 71,932 Funds held for customers 131,448 127,375 Receivables, net 212,559 200,040 Investments 4,112 4,101 Inventory 10,351 11,087 Prepaid expenses 17,898 15,284 Current tax assets 17,789 10,426 Current deferred tax assets, net 7,715   9,548   Total current assets 455,711 449,793 Capitalized customer acquisition costs, net 66,433 61,027 Property and equipment, net 155,770 147,388 Goodwill 204,737 190,978 Intangible assets, net 50,103 49,857 Deposits and other assets, net 1,206   1,262   Total assets $ 933,960   $ 900,305     Liabilities and Equity Current liabilities: Due to sponsor banks $ 58,774 $ 19,109 Accounts payable 70,767 70,814 Customer fund deposits 131,448 127,375 Processing liabilities 107,108 130,871 Current portion of accrued buyout liability 12,901 13,943 Accrued expenses and other liabilities 28,941   49,861   Total current liabilities 409,939 411,973 Deferred tax liabilities, net 43,910 40,600 Reserve for unrecognized tax benefits 6,739 5,633 Long-term borrowings 200,000 150,000 Long-term portion of accrued buyout liability 28,367   25,436   Total liabilities 688,955   633,642   Commitments and contingencies — —   Equity

Common stock, $0.001 par value, 100,000,000 shares authorized, 35,936,313 and 37,485,486 shares issued at June 30, 2014 and December 31, 2013; 35,936,313 and 36,950,886 outstanding at June 30, 2014 and December 31, 2013

36 37 Additional paid-in capital 240,209 245,055 Accumulated other comprehensive loss (143 ) (88 ) Retained earnings 424 35,960 Treasury stock, at cost (534,600 shares at December 31, 2013) —   (20,489 ) Total stockholders’ equity 240,526 260,475 Noncontrolling interests 4,479   6,188   Total equity 245,005   266,663   Total liabilities and equity $ 933,960   $ 900,305       Heartland Payment Systems, Inc. and Subsidiaries Condensed Consolidated Statements of Cash Flows

(In thousands)

(unaudited)

  Six Months Ended June 30, 2014   2013 Cash flows from operating activities Net income $ 31,483 $ 39,296 Adjustments to reconcile net income to net cash provided by operating activities: Amortization of capitalized customer acquisition costs 24,930 22,478 Other depreciation and amortization 20,854 16,268 Addition to loss reserves 2,057 1,282 Provision (recoveries) for doubtful receivables 2,003 (187 ) Deferred taxes 7,260 5,447 Share-based compensation 7,542 7,138 Gain on sale of assets

(259

)

(3,786 ) Write off of fixed assets and other 479 133 Changes in operating assets and liabilities: Increase in receivables (14,197 ) (56,662 ) Decrease (increase) in inventory 740 (272 ) Payment of signing bonuses, net (18,179 ) (12,080 ) Increase in capitalized customer acquisition costs (12,157 ) (10,121 ) Increase in prepaid expenses (2,524 ) (2,085 ) Increase in current tax assets (3,969 ) (7,336 ) Decrease (increase) in deposits and other assets 36 (692 ) Excess tax benefits on employee share-based compensation (3,394 ) (6,536 ) Increase in reserve for unrecognized tax benefits 1,106 748 Increase (decrease) in due to sponsor banks 39,665 (36,904 ) (Decrease) increase in accounts payable (51 ) 6,494 Decrease in accrued expenses and other liabilities (25,271 ) (14,026 ) (Decrease) increase in processing liabilities (25,821 ) 82,188 Payouts of accrued buyout liability (7,956 ) (10,450 ) Increase in accrued buyout liability 9,845   8,359   Net cash provided by operating activities 34,222   28,694   Cash flows from investing activities Purchase of investments (16,017 ) (1,224 ) Sales of investments 2,215 — Maturities of investments — 816 Increase in funds held for customers 9,736 21,096 Increase (decrease) in customer fund deposits 4,073 (21,089 ) Proceeds from sale of business — 19,343 Acquisitions of businesses, net of cash acquired (20,493 ) — Capital expenditures (25,952 ) (23,445 ) Net cash used in investing activities (46,438 ) (4,503 ) Cash flows from financing activities Proceeds from borrowings 60,000 9,000 Principal payments on borrowings (10,000 ) (10,000 ) Proceeds from exercise of stock options 1,337 7,809 Excess tax benefits on employee share-based compensation 3,394 6,536 Repurchases of common stock (54,455 ) (34,217 ) Dividends paid on common stock (6,153 ) (5,151 ) Net cash used in financing activities (5,877 ) (26,023 )   Net decrease in cash (18,093 ) (1,832 ) Effect of exchange rates on cash — 1 Cash at beginning of year 71,932   50,581   Cash at end of period $ 53,839   $ 48,750    

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 on a continuing operations basis, namely income from operations, operating margin, net income and earnings per share, which exclude acquisition-related amortization expense and share-based compensation expense. 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, its performance relative to its competitors, 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 three and six months ended June 30, 2014 and 2013 follows (in thousands except per share data):

        Acquisition- related Share-based Adjusted Three Months Ended June 30, 2014 GAAP Amortization Compensation Non-GAAP Income from Operations $ 29,931 $ 2,600 $ 3,704 $ 36,235 Operating Margin (a) 18.8 % 22.7 % Net Income From Continuing Operations $ 17,452 $ 1,479 $ 2,108 $ 21,039 Diluted Earnings Per Share From Continuing Operations $ 0.48 $ 0.04 $ 0.06 $ 0.58

Diluted Shares Used in Computing Earnings Per Share From Continuing Operations

36,734 36,734     Acquisition- related Share-based Adjusted Three Months Ended June 30, 2013 GAAP Amortization Compensation Non-GAAP Income from Operations $ 33,330 $ 2,254 $ 3,272 $ 38,856 Operating Margin (a) 22.3 % 25.9 % Net Income From Continuing Operations $ 19,681 $ 1,385 $ 2,011 $ 23,077 Diluted Earnings Per Share From Continuing Operations $ 0.53 $ 0.04 $ 0.05 $ 0.62

Diluted Shares Used in Computing Earnings Per Share From Continuing Operations

37,439 37,439     Acquisition- related Share-based Adjusted Six Months Ended June 30, 2014 GAAP Amortization Compensation Non-GAAP Income from Operations $ 56,293 $ 4,910 $ 7,542 $ 68,745 Operating Margin (a) 17.9 % 21.8 % Net Income From Continuing Operations $ 33,192 $ 3,005 $ 4,378 $ 40,575 Diluted Earnings Per Share From Continuing Operations $ 0.89 $ 0.08 $ 0.12 $ 1.09

Diluted Shares Used in Computing Earnings Per Share From Continuing Operations

37,250 37,250     Acquisition- related Share-based Adjusted Six Months Ended June 30, 2013 GAAP Amortization Compensation Non-GAAP Income from Operations $ 60,105 $ 4,531 $ 7,138 $ 71,774 Operating Margin (a) 20.3 % 24.2 % Net Income From Continuing Operations $ 35,326 $ 2,783 $ 4,384 $ 42,493 Diluted Earnings Per Share From Continuing Operations $ 0.93 $ 0.07 $ 0.12 $ 1.12

Diluted Shares Used in Computing Earnings Per Share From Continuing Operations

38,108 38,108         (a)

Operating Margin is measured as Income from Operations divided by Net Revenue. Net Revenue is defined as total revenues less interchange fees and dues, assessments and fees.

 

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