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Heartland Payment Systems (NYSE:HPY)

Q4 2008 Earnings Call

February 24, 2009, 8:30 am ET

Executives

Bob Baldwin - President and CFO

Bob Carr - Chairman and CEO

Analysts

Timothy Willi - Avondale Partners

Julio Quinteros - Goldman Sachs

Anurag Rana - KeyBanc Capital Markets

Tom McCrohan - Janney Montgomery Scott

Robert Dodd - Morgan, Keegan & Company

Ed Antoian - Chartwell Invst Partners

Meg Mallet - Susquehanna Financial Group

Wayne Johnson - Raymond James

Jason Deleeuw - Piper Jaffray

Franco Turrinelli - William Blair & Company

Brett Huff - Stephens, Inc.

Operator

Good morning, my name is Ken and I will be your conference operator today. At this time I would like to welcome everyone to the Heartland Payment Systems Fourth Quarter 2008 Earnings Conference Call. All lines have been placed on mute to prevent any background noise. After the speakers remarks there will be a question-and-answer session. (Operator Instructions).

Thank you, Mr. Baldwin you may begin your conference.

Bob Baldwin

Thank you and good morning. I would to like to welcome everyone to our fourth quarter 2008 earnings call. Joining me this morning is Bob Carr, Chairman and CEO. Today Bob will begin our discussion with an overview of the quarter then I will return to go through some of the financials in detail before taking your questions.

During the course of this call we will be providing comments on the systems which we have experienced, because our investigation of the breach is continuing and remains confidential. We will only be discussing certain aspect to the breech in our prepared remarks. Consequently, during the Q&A session we will do our best to answer your questions but ask that you understand the currently confidential nature of the investigation as well as our inability to speculate regarding specific details on which there is continuing investigation to a paying as possible definitive information.

Before we begin I would like to remind you that some of our discussions may contain statements of a forward-looking nature which represent our management's belief and assumptions concerning future events. Forward-looking statements involve risks, uncertainties and assumptions that 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. Information concerning these factors is contained in the report of our financial results we released earlier this morning and in the company's SEC filings. We undertake no obligation to update any forward-looking statements to reflect events or circumstances that may arise after this call.

Now I would like to turn the call over to Bob Carr, Chairman and CEO.

Bob Carr

Thanks, Bob, and good morning, everybody. I would like to thank you all for joining us today and for your interest in Heartland.

We realize that time the systems reach will be foremost on your minds and we certainly intend to update you on the grants around that incident. However, before we discuss the breach, I would first like to discuss our recent financial results. And the projects we have achieved for the long-term objectives over the past 12 months.

As you read in this mornings release Heartland reported net income of $8 million and earnings per share of $0.21 for the fourth quarter of '08. We reported net income and earnings per share were $6.8 million and $0.17 for the fourth quarter of last year which was after giving effect of $2.9 million pre-tax or $0.05 per share and charges to write-off in investments and open our new service center in 2007.

Management’s measure of operating cash grew 29% in the fourth quarter of '08 to $17.8 million and for the full-year it was up 55.6% to $71.9 million. Our business model has consistently generated significant cash flow.

Bob will go through the numbers and some details on that, but let me quickly provide a high-level overview of our performance on those metrics that we believe are the key to our continued growth and success.

During the past year, we were able to grow our business despite an economy that is doing everything in its power to limit our growth.

For the fourth quarter transaction processing volume was up 23% to $16.5 billion. Organic processing volume growth in the quarter was up 4.4% with our underlying growth and new margin install occurring during a very challenging quarter for our entire industry and offsetting Heartland’s worst quarter at same-store performance on record.

With our same-store sales down 6.8% from a year-ago, the balance of our growth in the quarter reflects the stabilizing influence of network services where we have seen fairly steady performance every month since the acquisition in May 2008. While it’s too early too tell for sure and we will certainly face challenges from the macroeconomic conditions inflicting our customers and related to our system breach. Based on the result we have seen so far for this year, we expect our success in the market to continue in 2009.

At the end of 2008 our sales organization was up 4% from a year ago to [1166] relationship managers. And our team of account managers, to install new merchants and manage ongoing relationship has grown 22% to 293.

Not only did we expand market coverage with our growing sales organization. We also achieved broader market coverage to our expanded range of products. And this year we expect to complete the integration of both American Express and Discover processing into our platforms, each of which is expected to add to the growth of our gross margin in '09 and beyond.

In addition, we acquired Chockstone in the fourth quarter of '08. And are excited about the world-class loyalty and gift card products, it will bring to our sales organization this year. Our new product offerings will continue to grow in '09. New payroll margin install was up 33.4% in the fourth quarter and we increased payroll margins by 24.6% over the past year.

In addition, in each of the last few quarters, new check product margin installed topped $1 million, demonstrating that this product began to achieve meaningful production in the marketplace.

Operating income for the quarter was up 3.4% and was 13.9% of net revenue. We invested in network services and our American Express, Discover and other product development effort knowing that they will prevent the short-term challenges for the margin. But that has been further complicated by the drag of the slowing economy. It's impact on same-store sales and the resulting softness in processing net revenue.

To give some perspective, we are going to look at the historical seasonal changes in our organic process volume. In '07, volume in the fourth quarter was about 5% lower than in the third quarter, fairly typical. Now, however, the fourth quarter was fully 10% below third quarter processing level. It was certainly this processing shortfall and the resulting weakness in net revenues that led to the lower operating margin for the quarter.

So, in what has been universally described as the worst economic quarter in a generation, Heartland managed to make progress in virtually every growth metric critical to our long-term success. As we entered the New Year we believe our momentum, our financial strength and the goodwill engendered through our fair deal business model should enable us to capitalize our growth opportunities that we expect to arrive from the impact of the economy on our industry. We clearly face some added hurdles in our business as a result of the breach.

We are taking significant proactive steps to strengthen our relationship with our 250,000 loyal merchant locations. We have been very pleased with the reaction of our merchant, our sales organization as well as our many other important constituencies. Everything single person in our organization has been actively involved in discussion with all of our partners to reassure them, that despite being victimized by these cyber criminals, Heartland is more resolving ever to provide our merchant with industry leading product, service, value and security.

Now, let me address on specifics about the security breach.

On January 20th of ’09 we announced the discovery of malware in our payment systems environment, apparently resulting from a criminal breach. Potentially exposed through this breach of the payment environment were current numbers, expiration date and other data from the cards magnetic stripe. In a small percentage of cases, the card holder name also appears to have been exposed. However, the cardholder information we processed does not include addresses or social security numbers. We also believe that no unencrypted pin data was captured and we believe the breach has been contained and did not extend beyond '08.

In late October, we were alerted by Visa of suspicious activities surrounding certain accounts it appeared that certain insurers who have been subjected to fraudulent activity shortly after they were used to make legitimate transaction that were process by Heartland.

Our IT team worked the brand to try to match the suspicious transaction with our processing activities. And we engaged forensic auditors to evaluate different parts of our processing platform to investigate whether there was a potential problem.

Ultimately one of those firms provided our team with information that led us to discover malware output files on January 12th. And on January 13th led out to discovery of malicious software that apparently had created these files.

These malicious software programs were able to read and collect data in unencrypted form as it was in motion, which is why it was being sent to the switches that transmit data through card brands during the transaction authorization process.

The intruder potentially may have been able to actual trade from the network some of the data collected by the means of the maleware. Keep in mind that Heartland passed its PCI certification last April and assessors are currently on-site for 2009 certification which we are targeting to begin to complete by the end of April. In that regard throughout the potential period of the breach, Heartland did have antivirus software installed on its payment processing network.

The length of time that the malicious software was on the servers is not clear. So at this time we believe at least being active during 2008 further it seems clear that the malware was not active at all times during this period. And was probably not gathering information from 100% of transactions flowing through the system even when active or exporting all of the captured information to the criminals.

For this reason, it is simply not possible at this time to determine accurately the number of card accounts that had information placed at risk of compromise during the breach, or to what extent any such information placed at risk was in fact compromised.

Immediately, upon discovery of the breach we took a number of forward looking steps. First on January 13, we contacted the Department of Justice and Secret Service as well as the card brand to notify them of the breach.

While many facts were still unclear, we nonetheless made our public announcement on January 28, 2009. Then in the days following the announcement, we contacted more than 150,000 merchant locations to help them understand this data breach and what we are doing to prevent future incursion.

Our organization and business model has founded a fair dealing, pricing transparency and merchant advocacy. That operating philosophy has been successful for the 12 years we have been in business. Our faith in that philosophy is sustained by the response of our merchants.

Our record of candor regarding pricing fair dealing, no arbitrary rate increases, or junk fees since our formation and superior customer service is highly valued. Merchants continue to respect Heartland for the manner in which we do business. Of course the fact that no confidential merchant data appear to have been exposed was also important to maintaining their confidence.

We are aware that some competitors' sales forces have targeted our merchants and no doubt some will succeed. This is where our investment and building the best sales and service organization in our industry provides a significant competitive advantage.

Along with our servicing teams in the field and our two service centers our dedicated sales representatives with a driving force and reaching out to our merchants with information on the breach. Of course, we are also deeply focused on any potential impact of this news on the sales organization's ability to establish new relationships with merchants. In this, we are encouraging them to focus on the key strengths that have fueled our growth.

Our full disclosure on pricing, our fair deal philosophy that has never involved the kind of junk fees that our industry seems to thrive on.

In terms of sales success we are cautiously optimistic. The overall sales environment remains challenging as merchants focus on staying in business. Nevertheless, our sales performance since, the announcement of the breach has been encouraging.

As January 20th we have installed slightly more margin than in the same period last year, and our merchant attrition has actually been a hair better than in the same period in 2008. Considering the overall environment we are not sure that leaves the whole lot of rooms for improvement. This event has energized our entire organization, and I have never seen our team members work harder and with such spirit as they have shown these past five weeks.

Revalidating Heartland's success in the marketplace is obviously a critical response to the systems breach we have experienced. The second aspect of our response is perhaps even more important to our long-term success as a merchant acquirer.

What the breach makes clear is the fact that the card brands need to move to an entirely new level of data security, one that does not rely on the success of protective walls to protect our data.

PCI provides some protections, but the bad guys have become more sophisticated to the point where encryption of data in motion appears to be an important next step.

As a result, we have committed Heartland to taking a leadership position to pursue the development and industry-wide implementation of end-to-end encryption technology which, if successfully developed and implemented will be designed to data in motion as well as data at rest, resulting in an improved and safer standard of payment security.

To this end we have formed an internal department dedicated exclusively to the development of end-to-end encryption, designed to protect merchant and consumer data use and financial transactions. Steven Elefant, a well know expert in point-of-sale payment has joined Heartland and is leading this effort for us.

Now, encryption is certainly not a new idea. After all, pin debit has been using encryption for more than 25 years. However to the best of our knowledge as we define it there is no true end-to-end encryption in place today anywhere in the world. We defined end-to-end encryption to begin with column-level encryption at the point of card swipe or data entry by a hardware appliance with the encrypted data flowing through all the gateways and communication links to the front-end authorization in data capture switch.

The data must then be encrypted within and throughout the network of both the front-end and back-end processing system while in transit between them while in the memory of all CPUs and while at rest in databases, data warehouses and all archives.

Finally the complete end-to-end encryption the data must remain encrypted at a column level as it passes to and from the card brands for authorization, settlement and clearing.

We have been working on our end-to-end encryption project since the summer of last year and that work continues. However to implement complete end-to-end encryption we will need to be able to send encrypted data to the card brands. And we need their help to accomplish that portion of our objective.

In the mean time we are continuing to work hard to move this important project forward. Finally security is not a single company issue but an issue for the entire industry.

Consequently, in recent weeks, I have reached out to other leaders in the payment industry to encourage a new level of information sharing and cooperation that I believe will help for criminal hackers in the future.

The response has been almost uniformly positive. Our goal is to turn this event into something positive for the public, the financial institutions which issue credit and debit cards and payments processors and to use of the recent breach incident to help the payments industry find ways to better protect its data and therefore businesses and consumers much more effectively.

We have created a website to provide information about the bridge to our various merchants, investors, consumers and others at www. 2008breach.com.

I would like to turn the call back to Bob Baldwin who will go through some of the details and results before I provide some concluding comments.

Bob Baldwin

Thanks Bob. We reported earnings of $8 million and diluted earnings per share of $0.21 for the fourth quarter of 2008 as well as continued growth in card processing volume both organic and from acquisitions.

Earnings in the current quarter were up compared to net income of $6.8 million or $0.17 per fully diluted share in the fourth quarter of 2007. Earnings in the year-ago quarter included an aggregate of $2.9 million or $0.05 per share in the pre-tax charges to write-off an investment and to open our new service center.

Considering the extremely challenging economy we are pleased with our comparable year-over-year quarterly results. Total processing volume for the quarter was $16.5 billion up 23.1% and excluding acquisitions organic card processing volume was $15.6 billion up 4.4%. For network services transaction based merchant tickets totaled $794 million in the fourth quarter in line with our plan for the quarter even though they were down sequentially due to known deconversion and seasonality in gasoline purchase pattern.

Interestingly we could see no real signs of the changes in gasoline prices have had a meaningful impact on transactions account during the last seven months of 2008. Same-stores sales were down 6.8% in the quarter with retail remaining relatively very soft in order when hotels showing significant relative deterioration in the fourth quarter.

Restaurants, were surprisingly strong, coming in almost 1% better than the overall average. And fast foods and convenient stores were also very strong. Within the quarter, activity levels fell off dramatically in November, then improved a bit in December. We have not seen any signs of improvement in January or as far as we can tell in February. For all of 2009, we expect same-stores sales to be down by about 5% to 7%.

For the quarter, net revenues were up 31.3% and excluding Network Services, net revenues were 9.7%. Organic net revenue growth exceeded processing volume growth primarily due to an 8.8% increase in Payroll and 9% increase in equipment revenues. As we mentioned last quarter, net revenue has become a better top line measure due to the increasing proportion of our revenues is recognized on what it is essential net basis.

In the fourth quarter, we reclassified certain charges from VISA and MasterCard from processing and servicing expenses to dues assessments and fees. So these charges will now be deducted in determining net revenue. These charges were mostly bank card transaction authorization fees, which we pass through the merchants and the reclassification was prompted by a significant increase in such fees from the associations that will occur in 2009 as well as the increased proportion of pin debit due to our network services portfolio.

We believe this change in presentation provides a more meaningful measure of net revenue. The amount of processing and services expenses, which will reclassify the dues assessment fees for the fourth quarters of 2008 and 2007 were $3.7 million and $2.1 million, respectively.

For the full year, the reclasses were $13.5 million in 2008 and $8.2 million in 2007. These reclassifications had no effect on a reported consolidated income before income tax, net income or per share amounts for any period. Total cost of services for the quarter were up 12.3%, primarily due to 44.7% increase in processing and servicing cost, and a 98.4% increase in depreciation and amortization due to the influence of network services lower gross margins and the acquisition amortization.

Customer acquisition costs were up 10.8% for the quarter, continuing to reflect software new margin installed and same-store sales contraction. Generally and administrative costs were up 33.3% for the quarter, again a function of the full quarter network services overhead and our investment in new business initiatives.

Relative to the third quarter, our first full quarter that network services G&A rose only modestly. And as Bob, mentioned 2009 we have plan to increase our technology spending as we invest heavily in what we believe will be the industry's processing platform with true end-to-end encryption as well as the associate technology to support a significantly more robust platform.

Outside of this investment, we intend to closely model and mange our spending relative to the developments in, both the economic and with the breach. Operating income for the quarter was $13.9 million, an increase of 3.4% from $13.5 million in the fourth quarter of 2007.

Operating margin on net revenue for the fourth quarter were 13.9%, primarily reflecting the effective lower network services margins and our ongoing investments in new business initiatives. Interest expense for the fourth quarter was $900, 000, up $700,000 from the fourth quarter of last year as result of the borrowings for the network services acquisition.

Let me provide some perspective on the impact of the breach in our fourth quarter results and our current expectations regarding their perspective impact. FAS 5 establishes the standards of financial accounting and reporting for loss contingencies. It required accrual by a charge to income and disclosure for an estimated loss from our loss contingency, if two conditions are met.

One, information available prior to issuance of the financial statement indicate that it is probable that an assets has been impaired or liability have been incurred at the day of the financial statement. And two, the amount of the loss can be reasonably estimated. Accruals for general or unspecified business risks reserve for debt and general contingencies are not permitted.

Today, we have had several lawsuits filed against us and we expect that additional lawsuits will be filed. We are also the subject to several governmental investigations and enquiry , including an informal enquiry by the SEC and a related investigation by the Department of Justice, an inquiry by the OCC, and an inquiry by the FTC, and we may, in the future, be subject to other governmental enquiries and investigation.

We intend to vigorously defend any claims asserted against us and we believe we have meritorious defenses to the claims asserted against us to date. At this time, we do not have information that will enable to us to reasonably estimate the amount of any losses we might incur by reason of such claims, and such losses are not currently deemed probable. We recognize however that we may incur losses in connection with the breach and that such losses could be material and could have a material adverse impact on our result of operations and financial condition.

In looking a comparable situation, we took several quarters after their breaches were discovered and announced before other companies could reasonably assess the magnitude of similar incidents, and therefore recognize a reserve for expected losses.

The financial statements for the fourth quarter of 2008 include only immaterial costs we incurred related to investigations and remedial actions performed in December. We have recorded a charge for estimated cost and expenses we might incur in connection with the breach since that cost and expenses are not yet reasonably estimable.

Clearly, as we look at to 2009, we are very aware of the potential demand on our cash, primarily relate to cost associate with the breach. We do not have the information to estimate any such potential cost, and it is likely to be sometime before we have much clarity, however, these costs could be material.

Currently, we expect that Heartland's cash generation capacity will be sufficient combined with our strong balance sheet to give us capacity to observe significant cost.

Now let's look at our cash flow. GAAP operating cash flow for the year was $87.5 million, up from $72.6 million a year ago. More importantly, management's measure of operating cash take net income and adds back amortization, depreciation and the other non-cash sources at the top of the operating cash flow statement resulting in total sources of a $124.3 million. We then reduced that figure by signing bonuses and buyouts paid. Using this management metric, operating cash grew 55.6% in the 2008 to $71.9 million from $46.2 million last year.

Capital expenditures for the year were $35.1 million, of which $16.7 million was for the construction of our new service center in Jeffersonville, Indiana and most of the remaining investment was use to strengthen our technology infrastructure.

Taking that same management definition of operating cash and reducing it by non-service center CapEx, our free cash flow amounted to $53.5 million for the year, up 47% from $36.5 million in 2007. We also used $13 million of cash to pay dividends in the 2008 and $18 million for stock repurchases.

Although, we do not know the extent of the cost expenses or losses we may incur as a result of the breach, we do believe we have financial resources we should be able to draw upon to address the impact of our cash needs, on our cash needs that may results from such cost expenses or losses.

These were resources include our current cash position approximately $28 million at year end, our current debt facility and our ability to leverage the unencumbered asset represented by our new service center in Jeffersonville.

In addition, we do have insurance coverage that we believe should provide coverage for certain of such costs, expenses or losses. Of course, at this time, we cannot assure you that our financial resources will in fact provide to be sufficient to meet the cash impact we may incur as a result of breach.

Let me wrap up with our guidance for the year. Of course, we are facing terrible economic environment that is likely to not only keep same-store sales week, which is also added to challenges our sales force faces in signing new accounts.

And even though the early indications are that the breach has not had a material impact on either attrition or new sales we are of course concerned about such an impact. All of the above factors necessarily add conservatism to our guidance.

Further, our guidance for 2009 does not include any estimates for potential losses, cost and expenses arising from the systems breach 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, or other potential liabilities, costs and expenses. Neither the costs nor the potential losses are estimable at this point, and further the potential losses are not currently deemed to probable.

For 2009, we expect to achieve full year net revenue growth of 12% to 16% for net revenues for the year of between $430 million, $445 million compared to 2008 net revenues of $384 million. This includes acquired Network services net revenue as that transaction annualizes, which contributes about 5% to that growth.

In our 2009 earnings for full year guidance is now $1.15 to $1.22 per diluted share. These earnings will be somewhat more back loaded this year owing primarily to our sales and service national meeting in April for which we will be accruing significant cost in the first quarter.

Now back to Bob for some concluding remarks.

Bob Carr

Thanks Bob. I noticed that there have been some questions raised concerning my sales of Heartland stock during the last several months. And I want to address these questions. In order to reduce some of my personal debt, I instituted a 10b5-1 plan for the sale of some of my Heartland stock in August 2008. This plan was approved and publicly announced by the company at the time it was instituted. I had no discretion regarding the terms or timing of the sales under the 10b5-1 plan and all sales were made in accordance with the company's inside a training policy and all applicable law. I terminated the plan after we discovered the malware in our payment system even though I was not legally required to do so.

On behalf of Heartland Payment Systems I sincerely regret the inconvenience caused by the data breach that occurred within our processing system during 2008. Heartland understands the concern this breach has generated and our goal is to transform this event into a positive outcome for the public in the entire payments processing industry. We will do this by continuing to lead the way toward fair treatment of our merchants while at the same time developing a more secured way to handle cardholder's data.

Finally, in light of the premium public markets are placing and a strong liquidity position and potential demands on that liquidity arising from the breach, our Board of Directors has decided to reduce the dividend to $0.025 per share beginning with the March payment.

We recognized that 2009 will be a challenging year for Heartland Payment Systems. We are fortunate that we are entering the year with the industry’s most innovative professionals and a growing base of loyal merchants. And we are optimistic that our efforts have enabled us to maintain the confidence of our shareholders, customers, employees and many other audiences so important to our continued growth and success.

Thank you for your continued support and with that we now like to answer any of your questions. Ken you may now open the call.

Question-and-Answer Session

Operator

(Operator Instructions). Your first question comes from Tim Willi.

Timothy Willi - Avondale Partners

Hi guys, good morning.

Bob Carr

Good morning.

Timothy Willi - Avondale Partners

I just had a quick question here on the American Express and Discover on the gross margin install line. Are you guys including in that in the gross margin install currently or you guys include that once the processing is actually available for the merchants?

Bob Carr

Yes Tim, we are not including that now and as we get more our experienced with predicting the volumes we will begin adding that, but we have no plans to begin adding that in our installment this year?

Timothy Willi - Avondale Partners

Yes, that’s very helpful. And then on NWS is the revenue number this quarter a good run rate or can you just kind of review the seasonality there?

Bob Carr

Well certainly the pattern is not earned like the legacy Heartland’s business. We have the second and third quarter or just as they are big enough in hospitality and legal activities also they can broaden. So second and third quarters of the year are the strongest pattern, the fourth quarter is weaker and then the slowest quarter is the first quarter of the year. So, I think within that it represented a good run rate. We did have some revenues in the third quarter that were the result of de-conversion and so we are no longer with us.

Timothy Willi - Avondale Partners

And just a housekeeping question. Can you give the quarterly net revenue numbers, just given the dues and assessment repayment?

Bob Baldwin

The quarterly net revenue, for the four quarters of 2008 were $79.8 million, $93.4 million, $110.4 million and then $100.1 million in the fourth quarter.

Timothy Willi - Avondale Partners

Okay, thank you.

Operator

And your next question comes from Julio Quinteros.

Julio Quinteros - Goldman Sachs

Hey guys. Real quickly on, can you just recap what you, the calls that you made and what you said about volumes trends through January and February. I just wanted to make sure that what encountered there, just to get a sense on the volume numbers.

Bob Carr

Well I think you are referring to same-store sales.

Julio Quinteros - Goldman Sachs

Very much, right. Yes.

Bob Carr

Yes, January was really in line with November, December and those numbers bounce around a little bit, month-to-month and so you don’t want to declare a trend. I think November was very weak and December was a little better and January was back up a little bit. February is more an interpretation of what our actual volumes that we are seeing and a little guess work on my part. But it's really no signs of an improvement from that lower level. If you recall, our last call we mentioned that the September has been a much weaker month and then October followed that. Well and it was very consistent with September and we stepped out another 3 or 4 percentage points worst same-stores sales in that November-December period and based on everything I see that’s continuing through today.

Julio Quinteros - Goldman Sachs

And what about transaction volumes through that same period and through February and original for?

Bob Carr

In the legacy Heartland business the transaction trends very much reflect the dollar volume trends. Our average ticket tends to be very stable in and around $58, there is a, there is, there is some seasonality to that average ticket. But it really has been stable and in fact went up a little bit last year. So overall in the legacy business, the transaction trends would be there and then in the network services, the numbers are running pretty stable and pretty consistent with what we were expecting going into that transaction.

Julio Quinteros - Goldman Sachs

Great thanks.

Operator

And your next question is from Anurag Rana.

Anurag Rana - KeyBanc Capital Markets

Hi, good morning everyone. Bob, without knowing the actual liability from the breach why pay any dividends right now?

Bob Baldwin

Well that certainly Anurag, that's a question that could be raised at the level of dividends, we think there may be some investors out there who are, who are sensitive to that given the impression maintaining a positive figure. We are, we will continue to, board we will continue to evaluate that. It is amount to something less than $4 million a year is the current rate and that was the Board's conclusion at this point was to leave that in place.

Anurag Rana - KeyBanc Capital Markets

Thanks, and any color on credit versus debit volume growth in the quarter?

Bob Baldwin

Yes, debit volume held up very nicely in the quarter. And unfortunately I do not have my sheet that reflects that but I could get back to you on that but it was pretty solid performance by debit volume with credit falling off in mid-single digit kind of percentages.

Anurag Rana - KeyBanc Capital Markets

Thanks and lastly any changes in pricing going on in the space?

Bob Baldwin

Pricing always very hard to read from the outside, when we give you our margin numbers that those incorporate the pricing that our sales forces getting. As you know every deal is a price competitive deal, the industry however with it's focus as Bob, was discussing on hitting merchants with junk fees and raising their margins. These Heartland sales people consistently leave them run to both give the merchant better deal while still maintaining good margin which is critical to their earnings power. So I do not see any particular trends in pricing, I would say in the second half of last year if anything our industry seem to add to the number of efforts to re-price merchants upward and that mindset of looking at the merchants as fee generating opportunities remains in place.

Bob Carr

Yeah, Alex say I think our margins have held up nicely in recent times. So there's been no degradation of pricing at the small and mid-size merchant level.

Anurag Rana - KeyBanc Capital Markets

Thank you.

Operator

And your next question comes from Tom McCrohan.

Tom McCrohan - Janney Montgomery Scott

Hi, good morning. I had a question on PCI compliance, when you folks were deemed compliant back in April. Is that a point in time certification, or does that mean you are also a PCI compliant as of the date of the breach?

Bob Carr

PCI compliance, the certificate is a point in time and there are standards and actions that one must take on a routine basis to the PCI compliant. So it's point of time certification.

Tom McCrohan - Janney Montgomery Scott

And when --

Bob Carr

There has been no judgment rendered.

Bob Baldwin

Let me just elaborate a little bit, Tom. This is an important point. It is point in time. You have an assessor who comes in and audits your overall performance against over 200 different issues or standards that have been established by the PCI counsel. And, as with any audit, there are going to be areas of black and white, do they do it or do not they do it as there are also areas of judgment by the auditors. And the audit is done in the context of an overall perspective on the compliance of the organization. As of last April, we were deemed compliant. We are going through, we have on site auditors for our 2009 audit.

Clearly, we expect to see a higher level of scrutiny in this audit than we had in the last one, not to say that the last one was anyway deficient. It just their point to be lot more concern by the auditors who make sure that everything is right. We are right now feel good about getting through that but we have ways to go on.

Tom McCrohan - Janney Montgomery

And could you tell us who does the audit? Is it same firm that did it last year, or is it a different firm?

Bob Baldwin

It is a different firm. All of the auditing firms are qualified to do that by the PCI Council, working closely with the card brand, and there is a number of them that perform these audits. In this case, it's a different firm from than last year's.

Tom McCrohan - Janney Montgomery

Okay, thanks.

Operator

And your next comes from Robert Dodd.

Robert Dodd - Morgan, Keegan & Company

Hi, guys. On the network services business, I mean, in Q4 the transaction count as you said it was down about 5%, or so sequentially, but revenue was down more like a third sequentially. Is there some seasonality in the revenue per transaction, or is that a function of gas prices coming down and people using more debit, can you give us some more color on that?

Bob Baldwin

Robert, there are two issues there. One is the reclass. And as we got into the network service business, there were more of the revenues that were associated that were really pass-through fees. We saw that in their pin debits volumes which were very active. And so in the reclass, we have ended up pushing out of network services, a decent amount of what was top line.

Second factor is, you did also see they had a fair level of activity on the equipment business. Some of that was actually business we want to and expect to do, which is tied to existing customers, but there was also their approached to that business was to take on other equipment providing activities that led to activity, but not a lot of profitability. And we refocused away from some of that equipment business. And so that has hurt us on the revenue side as well.

Robert Dodd - Morgan, Keegan & Company

Okay, if I can make a request in the Q, when it comes out can you make sure to give us, in a footnote or something the Q1, Q2, Q3 net revenues for that business as well as the quarterly breakdown from that revenue, so we can edit the reclass on that, special request. Then one other question, what is the feedback, if any you've been getting so far from Visa and MasterCard about this end-to-end encryption model, because obviously that would require that co authorization.

Bob Baldwin

All right, you've split us up here. Bob will talk about the end-to-end encryption, I will talk about the information. We will try to getting you information on the pre-acquisition activities, we're limited to what we have there, but we will try to break that out for you in some decent detail, so that you can see some comparability.

Bob Carr

Yeah the restructuring on end-to-end encryption, I can't speak to any specific party. It's been generally positive and I believe the idea is recognized as improvement to the current standards.

Robert Dodd - Morgan, Keegan & Company

Thank you.

Operator

And your next question is from Ed Antoian.

Ed Antoian - Chartwell Invst Partners

Hi guys, just not to dig in too much, but I just heard from one of the card brand that they realized there was an issue kind of in Q4 in the fall and brought it to your attention, but it couldn't be pinpointed, is that true or was it just not enough specificity at the time to figure out what happened?

Bob Baldwin

Yeah, Ed. We've talked about how in the late fall, Visa was the first that bought information to our attention, it came from an issuer who were seeing patterns of f fraudulent card use and trying to track it back to any particular site, they brought information to our attention, we worked with other brands to try to figure it out.

I think it's hard to overstate the complexities here, the amount of data that’s going through these networks. So the challenges of figuring out and getting down to our detailed problem, our team and the IT side were working hard on this after it was brought to their attention, and then as we discussed we brought in two forensic auditing firms that were on site for quite sometime before one of them brought to us information that we were able to piece together and on the night of January 12 find the affected output filed and malware on the 13th.

So this is not a straightforward, someone says I suspect something, you take a look and you find it. We thought we got a lot of resources to figure it out and unfortunately it took us a fair amount of time. Yeah, and part of it is because the bad guys are pretty smart. They know how to erase their tracks and it's just not an easy thing to turn down.

Ed Antoian - Chartwell Invst Partners

Okay, thank you.

Operator

And your next question comes from James Friedman

Meg Mallet - Susquehanna Financial Group

Hi, this is Meg Mallet on behalf on Jamie. Thanks for taking my question. What is your CapEx related to security and are industry CapEx levels rising as a percent of revenue and if so, if you could quantify that?

Bob Carr

It's really hard to say what is your capital expenditure related to security. We have some specific costs that we incurred in the fourth quarter and the first quarter to buy forensic tools and things like that. And there will be additional cost associated with encryption but it's really hard to break them out, for example, right now we are working hard integrating the network services business into the legacy Heartland platform of exchange and passport. Well that’s going to be like a quite quantum leap due to our volumes over the next few years. But we have to add a lot of capacity to do that. Separating out what will be necessary or appropriate because of the securities versus net higher capacity system is really hard to judge.

I would also say that these CapEx levels are not really going to be in anyway associated with revenues. Our revenues are driven by the current business activities of the merchant that we have under contract. Our CapEx is driven by the need to prepare our company for what we expect to be a much higher level of activity in the future, either because of growth in our merchant contracts and merchant level activity or as I have indicated in integrating the network services platform.

On the other hand, we are getting near to the end of the Jeffersonville buildout, and so that CapEx by the end of December if we complete then will drop off. So there really isn't and shouldn't be a connection between the CapEx and the revenue activity. But obviously, because of all of that we have going on with our platforms it will remain a significant level for at least 2009 and likely 2010 and beyond.

Meg Mallet - Susquehanna Financial Group

Okay. And then my next question, with the security breach are you seeing new merchants are they kind of reluctant to sign a processing agreement with the company. And also if you could tell us that what kind of strategies is the company employing to sign new merchants in light of the breach. Thanks you.

Bob Carr

That’s a good question, I will take that one. Our new installation is slightly better for the last four weeks, this year then they were last year. So new merchants are continuing to sign with us. There have been a few merchants that have postponed their installation, but they are not material in number.

Our strategy expanding new merchants is to continue to talk about our no job fees for 12 years and its free, and to educate them on PCI compliant, we are becoming very proactive and educating our merchants on what they need to do to become PCI compliant which is very much appreciated by many of them. And then thirdly, our efforts to build our fully encrypted platform for data in motion has been very attractive to both existing as well as new merchants that we have spoken to.

Meg Mallet - Susquehanna Financial Group

Okay. Thank you.

Operator

And your next question comes from Wayne Johnson.

Wayne Johnson - Raymond James

Hi, good morning. One question on the breach and then one on the business. As far as the malware and the output files, was data being captured going to all the credit card brands or was it one in particular.

Bob Carr

We don’t know a lot about what was captured and what was sent out by the malware. So it's really hard to nail that down. On the other hand there is no obvious reason why any particular brand would have been any more or less exposed than any other brand, it would have been likelihood proportional to their activity going across our network.

Wayne Johnson - Raymond James

Got it, okay. And then you mentioned that the restaurant business I believe was about 100 basis points better. And I was trying to get the data point you are comparing it to. Was the restaurant business is vertical in the fourth quarter '08 better than the overall same-store sales deploying or was it better than certain other verticals. What were you comparing that to?

Bob Carr

It was better than the overall average and according to the restaurant represents a significant portion of our average they are about 40% of our volume. So they were impacted in the quarter, they were actually better by 28% just under a percent than the overall average same-store sales decline that we experienced.

In general in the last couple of year's, we have seen a very consistent pattern where restaurant has been in general worse than our overall average but not a lot, usually less than a percentage point where the driver is that 20% of our legacy business that's in retail. And that's been running three, four and as much as five percentage points worse than the average. So as our average has been deteriorating the amount by which the retail has been worse than that has remained pretty consistent.

I guess if you look at Heartland's base of retail it does not tend to be particularly big mall, it's more the local retailer the strip retailers, et cetera. And if you value those retail customers in your personal life I suggest you go and spend some money there. Because its business is clearly very tough for that segment of the merchant community.

Another little point is Valentine's weekend was very robust this year, maybe it because Valentine day was on Saturday. But both Friday and Saturday set record for us in transaction volume on our platform which is not happen before on a Valentine day so. That's maybe a little bit of factor.

Wayne Johnson - Raymond James

That's very helpful. I appreciate the color on that. So, the 40% of the volume in the quarter that's restaurant-related, if you look back at the whole year, what percentage would the restaurant volume be and how that manifest itself as a percentage of revenues? I am trying to get at, is there seasonality for the restaurant business, is it higher or lower in particular quarters?

Bob Baldwin

There is month-to-month seasonality. Actually, and you know, it tends to be stronger in the summer, late spring into summer and then weakest in the winter. But if the range is, I think the low is 37% or something of our revenues or our volume rather. So it's really hard to, it isn’t a huge delta from peak to trough in terms of percentage of our volume. In terms of profitability, we do not spend a lot of time looking at the overall profitability of restaurants versus other segments. I suspected to be pretty comfortable.

Wayne Johnson - Raymond James

Okay, thank you.

Operator

And your next question comes from Bob Napoli.

Jason Deleeuw - Piper Jaffray

Good morning, this is Jason Deleeuw calling in for Bob. I had a question on the sales people. So far the employees have been meeting the challenge, just seeing your installed margin and merchant attrition trends since the breach but I was just wondering if you guys have lost any key sales people and what's your expectation are on this front?

Bob Baldwin

We have not lost any key salespeople. In fact, of our retention of our two year veterans was 93.5% last year and there has been none of those people that have left this year so far. I would want to mention. A lot of our salespeople are key. We do not have anything resembling the 80/20 rule that seems to prevail in a lot of businesses. I think that 80% of our margin is installed by --

Bob Carr

By about 46%

Bob Baldwin

46% of our sales force. So it's a much more spread out. We have some people who are fantastic doing wonderful job. And we are glad that they are staying with us and they are staying with us, they are doing well and they are effective in competing in their marketplace and we like to think that our sales people are always the toughest competitors in their local market place.

So, so far so good. We are obviously going to watch this closely as we go through this year. Our sales people will be and getting some stones thrown at them by the competition, and that's not any fun and it's a tough business always, so that would make it tougher. But we feel great about the team we've put together.

Jason Deleeuw - Piper Jaffray

Thank you and I appreciate the color.

Operator

And your next question comes from Franco Turrinelli.

Franco Turrinelli - William Blair & Company

Hi good morning Bob and Bob.

Bob Carr

Good morning.

Franco Turrinelli - William Blair & Company

Hey any additional color that you can get us on the attrition trends that you have seen obviously your merchant portfolio is not composed largely of super small merchants but I was wondering if you had seen an additional bankruptcies or anything that might give us some insight into attrition?

Bob Carr

Not really, Franco. It's at higher in terms of merchant account attrition is sort of at the higher end of the range, but we have seeing that now for four or six months or so. And bankruptcies no particular surge. We are watching things closely in the New Year and you do expect to get every year, every year you get fall out as merchants get through holiday season and then close up shop. But there was no increase in January in terms of merchant account attrition. As we have discussed, the volume attrition that we experienced has, is worse at higher levels than we have had in prior years because the same store sales boost that we get from our existing merchants the ones that stay with us is still much worse than it used to be.

And so that has meant that our volume attrition has been worse but our merchant account attrition is about three to four percentage point worse than it was at our very best levels three years ago. That’s not really the driver as much as the volume attrition which is driven by same-store sales.

Bob Baldwin

And I wanted to point Franco is that our typical small to mid-size merchant is two or three times the size and volume of the industry’s category equivalent categorization. I am merchant tend to be more well-established. We don’t go after the branding startup business so much, because there is no history there for us to pay assigning bonus on.

And therefore I think our merchants are going to weather the storm a lot better than some of our competitors' merchants, competitors who focused on the mom-and-pop startups, so our businesses tend to be more established businesses in comp.

Bob Carr

It seems that you’re trying to say the attrition you are experiencing is due to competitive takeaways as it has been in the past and as you committed Bob, that attrition has been inline with, or better than a year-ago following the freight and adjusted for the same-store sales growth, also inline with previous experience.

Our intentions was slightly ahead of last year and we attribute that to our sales people going out and explaining things before the competitors can go out and paint the story as well as the fact, our model is very much appreciated by these merchants. They like the way they are treated by Heartland.

Bob Baldwin

I think it is telling that you had Heartland sales people who are full time, W-2 sales people are able to reach out their merchants. We have two service centers. We have account managers which are service people in the field all of whom we could communicate effectively with give some help on how to prevent what happened and get them out, they are reaching out to our merchants.

We wish we could have talked to every single merchant the day of the announcement. But we think we did a pretty darn good job at getting that word out and giving our merchants, giving them the direct feedback and having them read other things. So I think that’s a great customer through that the model we built and this different approach that we take to sales with W-2 sales force and with the service model we built.

Franco Turrinelli - William Blair & Company

Thanks, guys.

Operator

And the final question comes from Brett Huff.

Brett Huff - Stephens, Inc.

Good morning guys, thanks for taking my question. First question a little bit of a follow-up to a couple that have been asked already. It seems like your taking continues, and I am wondering if the value proposition that is resonating with the merchant has it changed merchant at all. Is it still the value proposition of, we give you sort of the straight fees and that kind of thing or has it changed given the downturn?

Bob Carr

Our model hasn't changed at all, our model is no job fees. We will pay the same price next year, as you are paying this year. We don't do teaser rates and that kind of thing which many of our competitors do. What has changed though is that there has been an aggressive move by many competitors to add new fees than the last six months.

I think in an effort to meet the margin goals for many of our competitors are just raised rates charge new job fees and when we walk into competitors and they learn that they have just been, a real creative that I saw was the data breach fee $9.99 a month. That’s pretty aggressive the charge as data breach this was back in October. So, there is still creativity, a lot of people are spending a lot of money creating junk fees. We are trying to create products that will be valuable to our customers and that’s a biggest difference as of late.

Brett Huff - Stephens, Inc.

And just a kind of a follow-up to that. What would have to change in order for that value proposition not to resonate. You have record of margin, putting up larger new install margins continues to be really good. What is the one thing that you make sure doesn’t change in order to keep doing that even in this environment even with the company specific stuff that’s going on?

Bob Carr

I think the biggest change would be that the competitors will have to get rid of all the middle man that are involved that don't add any value into the proposition for the merchant. We don’t pay ISOs $0.40 a transaction to process, we don’t have sub ISOs and sub ISOs and value added resellers without giving $0.10 and $0.20 a transaction. We take all those middle man out of the system; we do our own plan processing, own backend processing and our gateway processing, and every person representing us is an employee. We have a very proven hierarchy in our sales organization that hasn't changed for many year's. So, I think what would have to happen here is that other, our competitors will need to change their business models and get away from the middle man approach.

Brett Huff - Stephens, Inc.

Okay. That’s from me. I appreciate the time.

Operator

And this concludes our question-and-answer segment. I will now turn the call back over to Robert Baldwin

Bob Baldwin

Thank you all for again joining with us this morning and have a great day. Thank you very much.

Operator

This concludes today’s conference call. You may now disconnect.

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Source: Heartland Payment Systems, Q4 2008 Earnings Call Transcript

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