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Filed by Global Payments Inc.

pursuant to Rule 425 under the Securities Act of 1933

Subject Company: Heartland Payment Systems, Inc.

Filers SEC File No.: 001-16111

On April 6, 2016, Global Payments Inc. (Global Payments or the Company) hosted a conference call to discuss the Companys earnings for the third quarter of fiscal 2016, during which Global Payments management also discussed the companys proposed acquisition of Heartland Payment Systems, Inc. (Heartland). A copy of the transcript from this call follows.

Global Payments Inc. Reports Q3 2016 Earnings

April 6, 2016, 8:00 Eastern Time


Jeff Sloan, Chief Executive Officer

David Mangum, President and Chief Operating Officer

Cameron Bready, Executive Vice President and Chief Financial Officer

Andrew Langford, Vice President, Investor Relations


Ashwin Shirvaikar, Citigroup - Analyst

Bryan Keane, Deutsche Bank - Analyst

George Mihalos, Cowen and Company - Analyst

Oscar Turner, SunTrust Robinson Humphrey - Analyst

Steven Kwok, Keefe, Bruyette & Woods, Inc. - Analyst

Tien-tsin Huang, JPMorgan - Analyst

Dave Koning, Robert W. Baird & Company, Inc. - Analyst

Tim Willi, Wells Fargo Securities, LLC - Analyst

Kevin McVeigh, Macquarie Research - Analyst

Jason Kupferberg, Jefferies LLC - Analyst



Welcome to the Global Payments third-quarter fiscal 2016 conference call.

(Operator Instructions)

As a reminder, todays conference call will be recorded. At this time, I would like to turn the conference over to your host, Vice President, Investor Relations, Andrew Langford. Please, go ahead.

Andrew Langford

Good morning. Welcome to Global Payments fiscal 2016 third-quarter conference call. Our call today is scheduled for one hour. Joining me on the call are: Jeff Sloan, CEO; David Mangum, President and COO; and Cameron Bready, Executive Vice President and CFO.

Before we begin, Id like to remind you that some of the comments made by management during todays conference call contain forward-looking statements which are subject to risks and uncertainties discussed in our SEC filings, including our most recent 10-K and subsequent filings. These risks and uncertainties could cause actual results to differ materially. We caution you not to place undue reliance on these statements. Forward-looking statements made during this call speak only as of the date of this call. We undertake no obligation to update them.

In addition, some of these comments made on the call may reflect certain measures such as cash earnings, adjusted net revenue and free cash flow which are non-GAAP measures. For full reconciliations of cash earnings, adjusted net revenue and other non-GAAP financial measures to GAAP results in accordance with Regulation G, please see our press release furnished as an exhibit to our Form 8-K filed this morning and our trended financial highlights, both of which are available in the Investor Relations area of our website at Now, Id like to introduce Jeff Sloan. Jeff?

Jeff Sloan

Thank you, Andrew. Thanks everyone for joining us this morning. We are pleased to report another quarter of very strong results. We accelerated organic growth across our key markets, with particular strength in our United States and United Kingdom businesses,

continuing our track record of solid execution globally. Importantly, we are also on track with our pending acquisition of Heartland, which we expect to close later this month.

For the third quarter of fiscal 2016, we grew net revenue 6%, expanded margins 50 basis points and increased cash earnings per share 17%, all this despite absorbing significant incremental foreign currency headwinds. On a constant currency basis, each of these metrics exceeded our expectations, reflecting the successful execution of our strategy and operational excellence across the organization.

Now for more detailed highlights. We are especially pleased with our performance in North America, where we believe we continue to grow faster than our markets by capturing share in verticals with attractive growth and margin characteristics. Organic net revenue growth for our US direct business accelerated in the quarter compared to the second quarter of fiscal 2016. OpenEdge continued its streak of mid to high teens growth. Our gaming business also continued to deliver strong organic growth coupled with sound execution of the FIS Gaming acquisition that was completed in June.

In Europe, our UK business continues to execute exceptionally well with significant organic revenue growth. Our results also reflect the benefits from the EU interchange regulation that became effective in December 2015. Outside of the UK, Spain maintained its strong track record with yet another quarter of double-digit volume and transaction growth, well in excess of the market-rate of growth and Spanish GDP. We remain pleased with the performance of our European eCommerce gateway business Realex. We are poised to enter the Spanish market with new omnichannel offerings in the coming months following the UK launch last Fall.

In the Asia-Pacific region, we produced strong revenue growth on a local currency basis, despite ongoing macroeconomic headwinds in Greater China. Our strategy to diversify distribution in the region by entering new geographic markets and partnerships has been successful. Ezidebit had another outstanding quarter accelerating growth to 20% plus on a local currency basis. Our BPI joint venture also continues to perform in line with our expectations. We have been able to offset macro weakness by solid execution, illustrated by margin performance in Asia, which significantly exceeded our expectations.

We are also building upon our successful partnership with Ezidebit with the acquisition of eWAY, a payment gateway and eCommerce technology company in Australia. Similar to Realex in Ireland, eWAY is a leading provider of payment solution to developers and software partners with approximately 25% of the online market. The combination of eWAYs cutting-edge products with Ezidebit complements our global omnichannel solution strategy and will create the leading payment technology company in Asia-Pacific with nearly 40,000 merchant customers in Australia and New Zealand.

We have made considerable progress on our pending acquisition of Heartland, which we look to close later this month. This transaction will accelerate transformative growth at a time when both businesses are executing strongly. We continue to be impressed with the people we have met at Heartland. As we have done successfully with APT, PayPros, Ezidebit and Realex, we are confident in our ability to accelerate sales growth at Heartland.

The goal of our integration is to ensure a frictionless transition post-close, building on the momentum that Global Payments and Heartland have each had individually as one combined company. We are even more confident in the synergies that we described at the time of the transaction announcement and could not be more pleased with our proposed partnership. We look forward to welcoming our new colleagues shortly. Now, Ill turn the call over to Cameron.

Cameron Bready

Thanks, Jeff. Good morning, everyone. Weve made substantial progress as a business in fiscal 2016 and are delighted to report another quarter of strong adjusted net revenue growth, operating margin expansion and cash earnings per share growth despite significant FX headwinds.

Total company net revenue for the third quarter was $497 million, reflecting growth of 6% versus the third quarter of fiscal 2015 or 11% on a constant currency basis. Importantly, normalized organic net revenue growth on a constant currency basis was high single-digits for the quarter at the high end of our cycle guidance. Operating margins expanded 50 basis points to 28.7% for the quarter or 110 basis points on a constant currency basis. Cash earnings per share increased 17% to $0.70 or 28% on a constant currency basis.

North America net revenue grew 6% in the quarter with operating margin expansion of 70 basis points to 27.2% despite unfavorable currency trends in Canada. Normalized organic net revenue growth in our US direct channels was high single-digits for the quarter and accelerated sequentially relative to fiscal second-quarter performance. Canada delivered solid growth in local currency in line with...