8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) February 13, 2015

___________________

HEARTLAND PAYMENT SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-32594	22-3755714
(State or other jurisdiction	(Commission File No)	(I.R.S. Employer
of incorporation or organization)	File No)	Identification Number)

90 Nassau Street, Princeton, New Jersey 08542

(Address of principal executive offices) (Zip Code)

(609) 683-3831

(Registrant's telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition

The following information is furnished pursuant to Item 2.02, “Results of Operations and Financial Condition.”

On February 13, 2015, Heartland Payment Systems, Inc., a Delaware corporation (the “Company”), issued a press release announcing its financial results for the fourth quarter and full year ended December 31, 2014. The information contained in this report, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

On February 13, 2015, the Company conducted a previously-scheduled conference call to discuss its results of operations for the fourth quarter and full year ended December 31, 2014 and to answer any questions raised by the call's audience.

Non-GAAP Financial Information

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.

Use and Economic Substance of the Non-GAAP Financial Measures - Management uses these non-GAAP measures to evaluateperformance period over period, to analyze the underlying trends in the Company's business, to assess its ongoing operating performance relative to its competitors, as certain industry competitors measure their operating results excluding acquisition-related amortization expense and share-based compensation expense, and to establish the Company’s operational goals and forecasts. Acquisition-related amortization expense and share-based compensation expense are excluded as non-cash expenses that the Company does not believe are reflective of ongoing operating results of existing and acquired businesses. Additionally, share-based compensation expense is an amount excluded from calculations of earnings per share used in measuring achievement of performance targets required for the vesting of certain performance-based share awards.

The following is an explanation of the adjustments that management excluded as part of its non-GAAP measures for the three and twelve months ended December 31, 2014 and 2013:

Acquisition-related Amortization Expense - This expense consists of the amortization of intangible assets such ascustomer relationships, software, non-compete agreements, trademarks and merchant portfolios acquired through business combinations. The Company excludes acquisition-related amortization expense from its non-GAAP measures of income from operations, operating margin, net income and earnings per share primarily because:

• Acquisition-related amortization expense is non-cash expense that the Company does not believe is reflective of its ongoing operating results, or contributions from its acquired businesses; and

• The Company's acquisition activity has increased acquisition-related amortization expense to a more significant level.

Share-based Compensation Expense - These expenses consist of costs related to the stock options, restrictedstock units, and performance share units, which the Company has granted its employees. The Company excludes share-based compensation expense from its non-GAAP measures of income from operations, operating margin, net income and earnings per share primarily because:

• Share-based compensation expense is non-cash expense that the Company does not believe is reflective of ongoing operating results;

• Share-based compensation expense is excluded from calculations of earnings per share used in measuring its achievement of certain performance targets required for the vesting of performance-based awards; and

• The Company's use of performance-based share awards has increased significantly in recent years, with the result that reported share-based compensation expense can vary significantly from year to year, or quarter to quarter, in ways that may not be related to the underlying operating performance of the Company.

Material Limitations Associated with the Use of Non-GAAP Financial Measures - Non-GAAP income from operations,operating margin, net income and earnings per share that exclude the impact of acquisition-related amortization expense and share-based compensation expense 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:

• Acquisition-related amortization expense and share-based compensation expense that are excluded from non-GAAP income from operations, operating margin, net income and non-GAAP earnings per share can have a material impact on GAAP net income and GAAP earnings per share.

• Other companies may calculate non-GAAP income from operations, operating margin, net income and non-GAAP earnings per share that exclude the impact of similar 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 income fromoperations, operating margin, net income and non-GAAP earnings per share that exclude the impact of acquisition-related amortization expense and share-based compensation expense 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.

Item 8.01 Other Events

Cash Dividend

On February 13, 2015, the board of directors of the Company declared a quarterly cash dividend of $0.10 per share of the Company's common stock, which will be payable on March 13, 2015 to shareholders of record as of March 2, 2015.

The press release announcing the cash dividend is furnished as Exhibit 99.1 to this report.

On February 13, 2015, the Company issued a press release announcing its recent acquisition of Dinerware and pcAmerica, the formation of the Heartland Commerce segment and the write-down of redundant assets.

The press release announcing the new business developments is furnished as Exhibit 99.2. The information contained in Exhibit 99.2 attached hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number	Description
99.1	Press Release of the Company dated	February 13, 2015	announcing December 31, 2014 earnings
99.2	Press Release of the Company dated	February 13, 2015	announcing certain business developments

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated:	February 13, 2015
			Heartland Payment Systems, Inc.
			(Registrant)
		By:	/s/ Samir M. Zabaneh
			Samir M. Zabaneh
			Chief Financial Officer
			(Principal Financial and Accounting Officer)

EX-99.1

Exhibit 99.1

Heartland Payment Systems 90 Nassau Street

Princeton, NJ 08542 888.798.3131

HeartlandPaymentSystems.com

Heartland reports 2014 fourth quarter and full year results

Organic Card Processing Volume, Revenue Growth Accelerates in fourth quarter

Expects fiscal 2015 Adjusted EPS of $2.75 - $2.85 on 15% - 17% Revenue Growth

Recognizes 2014 fourth quarter impairment charge to certain POS and related assets as a result of Strategic Actions

Princeton, NJ - February 13, 2015 - Heartland Payment Systems (NYSE: HPY), the nation's fifth largest payments processor and a leading provider of merchant business solutions, today announced Adjusted Net Loss and Adjusted Loss per share from continuing operations of $15.2 million and $0.42 per share, respectively, for the quarter ended December 31, 2014, compared to Adjusted Net Income and Adjusted Earnings per share from continuing operations of $20.5 million and $0.55, respectively, for the quarter ended December 31, 2013. The 2014 results reflect $41.4 million of pre-tax ($37.6 million after-tax, or $1.02 per share) asset impairment charges recorded in the fourth quarter, primarily related to our investment in Leaf and other Point-of-Sale (“POS”) assets and as more fully described below. For the fourth quarter of fiscal 2014, Heartland’s GAAP net loss was $19.8 million, or $0.55 per share. Adjusted Net Income and Adjusted Earnings per share from continuing operations are non-GAAP measures that are detailed later in this press release in the section “Reconciliation of Non-GAAP Financial Measures.”

Highlights for the fourth quarter of 2014 include:

• Record quarterly Net Revenue of $188.3 million, up 26.2% from the fourth quarter of 2013

• Small and Mid-Sized Enterprise (SME) Visa, MasterCard and Discover processing volume grew 10.1% from the fourth quarter of 2013, continuing the solid sequential quarterly improvements experienced since the beginning of 2014

• Record quarterly new margin installed of $21.4 million, up 11.7% from the fourth quarter of 2013

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• Same store sales rose 3.9% and net volume attrition fell to 10.7% in the fourth quarter, the best performance for each metric in over 5 years

• Both GAAP and Adjusted financial results reflect $41.4 million pre-tax, ($37.6 million after-tax) or $1.02 per share, in asset impairment charges as a result of an analysis of the values ascribed to investments at Leaf and in Prosper, our internally-developed POS software, as well as our investment in TabbedOut, a mobile payments provider. The impairment charges are recorded against operating income, excepting only the $4.0 million write down of TabbedOut. All charges are non-cash

• The combination of share-based compensation and acquisition-related amortization reduced earnings by $7.5 million pre-tax, or approximately $0.13 per share, compared with $5.4 million pre-tax, or $0.09 per share in the fourth quarter of 2013

Robert O. Carr, Chairman and CEO, said, “We delivered another year of solid financial performance with accelerating growth across many of our most important key operating metrics, generating strong momentum on which we can build. Our performance reflects strong organic card processing volume and net revenue growth, as well as the continued contribution of strategic acquisitions and our non-card businesses. At the core, our success continues to reflect our fundamental market differentiators, offering small and mid-sized merchants transparent pricing, innovative products and uncompromised security, delivered by our trusted employee relationship managers - who generated record new margin installed for both the quarter and the year.”

In a separate release today, the acquisition of POS companies Dinerware and pcAmerica as well as the formation of Heartland Commerce was announced. These companies, along with existing POS businesses, Xpient Solutions, Liquor POS, Leaf, as well as other Heartland related solutions, constitute Heartland Commerce. Each of Dinerware and pcAmerica are in the process of completing the development of cloud-based POS systems that complement their well-established on-premise solutions. These cloud-based POS systems overlap with what is being developed by Leaf; consequently, Heartland decided that it will stop POS development efforts at Leaf, and write down related POS assets.

Mr. Carr continued: “The demand for robust cloud-based POS solutions is accelerating, and these acquisitions are helping us achieve our goal of becoming a leader in this segment of the market. New mobile, security, NFC and other innovations and requirements are increasing the complexity of the payments environment, while tablets and the cloud are driving down the cost and improving the functionality of point-of-sale solutions. The offering of a comprehensive integrated payments solution is a logical and natural evolution of the products and services we offer our merchants. As payments become more complex, merchants will increasingly turn to a trusted partner that can provide them with a solution that meets their unique needs. With a strong cloud-based POS infrastructure, we now have a leading

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platform to which we can quickly and efficiently add new applications either organically or through additional acquisitions, while further distinguishing Heartland as the leader in technology that provides the security and functionality increasingly demanded by the mounting complexity of the payments environment.”

FULL YEAR 2014 RESULTS:

For the full year of 2014, net revenue was $672.6 million, up 12.3% from $599.0 million in 2013, and Adjusted Net Income from continuing operations and related earnings was $50.2 million or $1.35 per share, compared to $88.1 million, or $2.32 per share, in the prior year. Fiscal 2014 GAAP net income from continuing operations was $33.9 million, or $0.91 per share. Both full year 2014 GAAP and Adjusted results reflect the $41.4 million of impairment charges recorded in the fourth quarter. Fiscal 2013 GAAP net income from continuing operations was $74.7 million or $1.96 per share. Full year 2014 share-based compensation expense and acquisition-related amortization expense reduced pre-tax earnings by $26.8 million, or $0.44 per share, compared to $22.0 million, or $0.36 per share, in 2013.

FULL YEAR 2015 GUIDANCE:

For full year 2015, we expect Net Revenue to grow 15% to 17% to be between approximately $775 million and $790 million, and adjusted EPS to be in the range of $2.75- $2.85. Guidance assumes after-tax share-based compensation and acquisition-related amortization expenses reduce earnings per share by $0.68 for the year.

BOARD DECLARES QUARTERLY DIVIDEND:

The Company also announced that the Board of Directors declared a quarterly dividend of $0.10 per common share, an increase of over 17% compared to the prior quarterly dividend rate, payable March 13, 2015 to shareholders of record on March 2, 2015.

CONFERENCE CALL:

Heartland Payment Systems, Inc. will host a conference call on February 13, 2015 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 also be accessed by calling

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(888)-317-6003. Please provide the operator with PIN number 1158564. The webcast will be archived on the Company's website within two hours of the live call.

About Heartland

Heartland Payment Systems, Inc. (NYSE: HPY), the fifth largest payments processor in the United States, delivers credit/debit/prepaid card processing and security technology through Heartland Secure™ and its comprehensive Heartland breach warranty. Heartland also offers point of sale, mobile commerce, e-commerce, marketing solutions, payroll solutions, and related business solutions and services to more than 300,000 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.

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.

Contact:

Joe Hassett

Gregory FCA Communications

27 West Athens Ave.

Ardmore, PA 19003

Tel: 610-228-2110

Email: Heartland_ir@gregoryfca.com

TABLES FOLLOW

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Heartland Payment Systems, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(In thousands, except per share data)

(unaudited)

	Three Months Ended December 31,						Year Ended December 31,
	2014			2013			2014			2013
Total revenues	$	604,613		$	530,380		$	2,311,381		$	2,135,372
Costs of services:
Interchange	363,653			332,448			1,422,894			1,335,487
Dues, assessments and fees	52,644			48,757			215,862			200,903
Processing and servicing	80,026			59,264			285,011			237,232
Customer acquisition costs	12,070			10,555			46,977			42,109
Depreciation and amortization	10,126			5,909			30,598			19,975
Total costs of services	518,519			456,933			2,001,342			1,835,706
General and administrative	53,313			42,326			190,554			173,568
Goodwill impairment charge	18,490			—			18,490			—
Asset impairment charges	18,875			—			18,875			—
Total expenses	609,197			499,259			2,229,261			2,009,274
(Loss) income from operations	(4,584		)	31,121			82,120			126,098
Other income (expense):
Interest income	30			29			125			124
Interest expense	(3,607		)	(1,683		)	(8,057		)	(5,429		)
Other, net	(4,313		)	(171		)	(444		)	(241		)
Total other expense	(7,890		)	(1,825		)	(8,376		)	(5,546		)
(Loss) income from continuing operations before income taxes	(12,474		)	29,296			73,744			120,552
Provision for income taxes	7,297			12,411			41,876			46,450
Net (loss) income from continuing operations	(19,771		)	16,885			31,868			74,102
Income from discontinued operations, net of income tax of $— , $— ,$— and $2,135	—			—			—			3,970
Net (loss) income	(19,771		)	16,885			31,868			78,072
Less: Net (loss) income attributable to noncontrolling interests
Continuing operations	—			(520		)	(2,011		)	(610		)
Discontinued operations	—			—			—			56
Net (loss) income attributable to Heartland	$	(19,771	)	$	17,405		$	33,879		$	78,626
Amounts attributable to Heartland:
Net (loss) income from continuing operations	$	(19,771	)	$	17,405		$	33,879		$	74,712
Income from discontinued operations, net of income tax and noncontrolling interests	—			—			—			3,914
Net (loss) income attributable to Heartland	$	(19,771	)	$	17,405		$	33,879		$	78,626
Basic earnings per share:
(Loss) income from continuing operations	$	(0.55	)	$	0.47		$	0.93		$	2.03
Income from discontinued operations	—			—			—			0.11
Basic (loss) earnings per share	$	(0.55	)	$	0.47		$	0.93		$	2.14
Diluted earnings per share:
(Loss) income from continuing operations	$	(0.55	)	$	0.46		$	0.91		$	1.96
Income from discontinued operations	—			—			—			0.10
Diluted (loss) earnings per share	$	(0.55	)	$	0.46		$	0.91		$	2.06
Weighted average number of common shares outstanding:
Basic	36,253			36,906			36,354			36,791
Diluted	37,000			37,972			37,187			38,053

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Heartland Payment Systems, Inc. and Subsidiaries

Condensed Consolidated Statements of Comprehensive Income

(In thousands)

(unaudited)

	Three Months Ended December 31,						Year Ended December 31,
	2014			2013			2014			2013
Net (loss) income	$	(19,771	)	$	16,885		$	31,868		$	78,072
Other comprehensive (loss) income:
Reclassification of gains on investments, net of income tax of $—, $—, $108 and $—	—			—			(170		)	—
Unrealized (losses) gains on investments,       net of income tax of $(5), $4, $(10) and $8	(56		)	8			(50		)	12
Unrealized gains (losses) on derivative financial instruments,       net of tax of $23, $(38), $106 and $153	38			(61		)	178			254
Foreign currency translation adjustment	—			—			—			(54		)
Comprehensive (loss) income	(19,789		)	16,832			31,826			78,284
Less: Net loss attributable to noncontrolling interests	—			(520		)	(2,011		)	(570		)
Comprehensive (loss) income attributable to Heartland	$	(19,789	)	$	17,352		$	33,837		$	78,854

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Heartland Payment Systems, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(In thousands, except share data)

(unaudited)

	December 31,
Assets	2014			2013
Current assets:
Cash and cash equivalents	$	70,793		$	71,932
Funds held for customers	176,492			127,375
Receivables, net	234,104			200,040
Investments	106			4,101
Inventory	12,048			11,087
Prepaid expenses	22,658			15,284
Current tax assets	15,082			10,426
Current deferred tax assets, net	9,308			9,548
Total current assets	540,591			449,793
Capitalized customer acquisition costs, net	73,107			61,027
Property and equipment, net	154,303			147,388
Goodwill	425,712			190,978
Intangible assets, net	192,553			49,857
Deposits and other assets, net	1,507			1,262
Total assets	$	1,387,773		$	900,305
Liabilities and Equity
Current liabilities:
Due to sponsor banks	$	31,165		$	19,109
Accounts payable	58,460			70,814
Customer fund deposits	176,492			127,375
Processing liabilities	119,398			130,871
Current portion of accrued buyout liability	15,023			13,943
Current portion of borrowings	36,792			—
Current portion of unearned revenue	46,601			18,172
Accrued expenses and other liabilities	41,517			31,689
Total current liabilities	525,448			411,973
Deferred tax liabilities, net	45,804			40,600
Reserve for unrecognized tax benefits	7,315			5,633
Long-term borrowings	523,122			150,000
Long-term portion of accrued buyout liability	32,970			25,436
Long-term portion of unearned revenue	2,354			—
Total liabilities	1,137,013			633,642
Commitments and contingencies	—			—
Equity
Common stock, $0.001 par value, 100,000,000 shares authorized, 36,344,921 and 37,485,486 shares issued at December 31, 2014 and December 31, 2013; 36,344,921 and 36,950,886 outstanding at December 31, 2014 and December 31, 2013	36			37
Additional paid-in capital	255,921			245,055
Accumulated other comprehensive loss	(130		)	(88		)
(Accumulated deficit) retained earnings	(5,067		)	35,960
Treasury stock, at cost (534,600 shares at December 31, 2013)	—			(20,489		)
Total stockholders’ equity	250,760			260,475
Noncontrolling interests	—			6,188
Total equity	250,760			266,663
Total liabilities and equity	$	1,387,773		$	900,305

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Heartland Payment Systems, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(In thousands)

(unaudited)

	Year Ended December 31,
	2014			2013
Cash flows from operating activities
Net income	$	31,868		$	78,072
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of capitalized customer acquisition costs	51,626			45,648
Other depreciation and amortization	48,270			35,389
Asset impairment charges	37,365			—
Addition to loss reserves	9,650			2,787
Provision for doubtful receivables	3,279			195
Deferred taxes	7,515			8,403
Share-based compensation	13,269			12,838
Gain on sale of assets	(305		)	(3,786		)
Write off of fixed assets and other	1,996			1,034
Changes in operating assets and liabilities:
Increase in receivables	(18,134		)	(19,693		)
Increase in inventory	(890		)	(1,343		)
Payment of signing bonuses, net	(38,875		)	(29,091		)
Increase in capitalized customer acquisition costs	(24,831		)	(21,159		)
Increase in current tax assets	(11,047		)	(3,138		)
Increase in prepaid expenses, deposits and other assets	(3,153		)	(3,782		)
Excess tax benefits on employee share-based compensation	(7,524		)	(11,596		)
Increase in reserve for unrecognized tax benefits	1,682			2,564
Increase (decrease) in due to sponsor banks	12,056			(18,477		)
(Decrease) increase in accounts payable	(11,434		)	2,136
Increase in unearned revenue	1,554			5,010
Increase (decrease) in accrued expenses and other liabilities	1,569			(6,615		)
(Decrease) increase in processing liabilities	(21,123		)	32,761
Payouts of accrued buyout liability	(11,568		)	(13,651		)
Increase in accrued buyout liability	20,182			17,620
Net cash provided by operating activities	92,997			112,126
Cash flows from investing activities
Purchase of investments	(38,962		)	(5,262		)
Sales of investments	25,247			—
Maturities of investments	—			2,000
(Increase) decrease in funds held for customers	(35,420		)	4,040
Increase (decrease) in customer fund deposits	49,003			(4,030		)
Proceeds from sale of business	—			19,343
Acquisitions of businesses, net of cash acquired	(392,142		)	(15,182		)
Capital expenditures	(54,913		)	(52,924		)
Net cash used in investing activities	(447,187		)	(52,015		)
Cash flows from financing activities
Proceeds from borrowings, net	460,392			156,416
Principal payments on borrowings	(54,188		)	(161,001		)
Proceeds from exercise of stock options	6,109			14,174
Excess tax benefits on employee share-based compensation	7,524			11,596
Repurchases of common stock	(54,455		)	(49,625		)
Dividends paid on common stock	(12,331		)	(10,321		)
Net cash provided by (used in) financing activities	353,051			(38,761		)
Net (decrease) increase in cash	(1,139		)	21,350
Effect of exchange rates on cash	—			1
Cash at beginning of year	71,932			50,581
Cash at end of year	$	70,793		$	71,932

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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 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 twelve months ended December 31, 2014 and 2013 follows (in thousands except per share data):

Three Months Ended December 31, 2014	GAAP			Acquisition- related Amortization		Share-based Compensation		Adjusted Non-GAAP
(Loss) income from operations	$	(4,584	)	$	5,133	$	2,333	$	2,882
Operating margin (a)	(2.4		)%					1.5		%
Net (loss) income from continuing operations attributable       to Heartland	$	(19,771	)	$	3,167	$	1,439	$	(15,165	)
(Loss) earnings per share from continuing operations	$	(0.55	)	$	0.09	$	0.04	$	(0.42	)
Shares used in computing (loss) earnings per share       from continuing operations	36,253							36,253

Three Months Ended December 31, 2013	GAAP			Acquisition- related Amortization		Share-based Compensation		Adjusted Non-GAAP
Income from operations	$	31,121		$	2,339	$	3,075	$	36,535
Operating margin (a)	20.9		%					24.5		%
Net income from continuing operations attributable to Heartland	$	17,405		$	1,348	$	1,772	$	20,525
Diluted earnings per share from continuing operations	$	0.46		$	0.04	$	0.05	$	0.55
Diluted shares used in computing earnings per share       from continuing operations	37,972							37,972

Twelve Months Ended December 31, 2014	GAAP			Acquisition- related Amortization		Share-based Compensation		Adjusted Non-GAAP
Income from operations	$	82,120		$	13,544	$	13,269	$	108,933
Operating margin (a)	12.2		%					16.2		%
Net income from continuing operations attributable to Heartland	$	33,879		$	8,262	$	8,094	$	50,235
Diluted earnings per share from continuing operations	$	0.91		$	0.22	$	0.22	$	1.35
Diluted shares used in computing earnings per share       from continuing operations	37,187							37,187

Twelve Months Ended December 31, 2013	GAAP			Acquisition- related Amortization		Share-based Compensation		Adjusted Non-GAAP
Income from operations	$	126,098		$	9,112	$	12,838	$	148,048
Operating margin (a)	21.1		%					24.7		%
Net income from continuing operations attributable to Heartland	$	74,712		$	5,577	$	7,857	$	88,146
Diluted earnings per share from continuing operations	$	1.96		$	0.15	$	0.21	$	2.32
Diluted shares used in computing earnings per share       from continuing operations	38,053							38,053
(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.

Page 9

EX-99.2

Exhibit 99.2

Heartland Payment Systems 90 Nassau Street

Princeton, NJ 08542 888.798.3131

HeartlandPaymentSystems.com

Heartland strengthens its position in the hospitality and retail POS markets through the acquisition of Point-of-Sale companies Dinerware and pcAmerica

Forms new "Heartland Commerce" segment to consolidate wealth of POS assets, accelerate the delivery of cloud-based POS solutions, and writes down

redundant assets

Princeton, NJ - February 13, 2015 - Heartland Payment Systems (NYSE: HPY), the nation's fifth largest payments processor and a leading provider of merchant business solutions, is pleased to announce the acquisition of Dinerware and pcAmerica, two leading point-of-sale (“POS”) companies with solutions covering various hospitality and retail segments.

Heartland Chairman and Chief Executive Officer Bob Carr said, “The acquisitions of pcAmerica and Dinerware, combined with Xpient, Liquor POS and other Heartland products and services, will enable us to offer unique integrated commerce capabilities that are effective, secure and simple to use. With the EMV shift around the corner and the increased emphasis on security, Heartland is now uniquely positioned to offer our capabilities to an additional 90,000 business locations, with this new division.”

About the Acquisitions

For over 20 years, businesses have been relying on pcAmerica retail and restaurant POS systems to streamline daily operations, including customer transactions, inventory tracking, employee labor, and marketing reports. Their POS systems are feature rich, yet affordable, and are designed to meet the evolving needs of retail stores or restaurants. Their track record as a proven POS solutions provider is driven by simplicity of use, uncompromised customer service and continuous product innovation. Some notable pcAmerica users include Flowers Foods, Goodwill Stores, Baskin-Robbins, Tasti D-Lite and various United States Embassies and Consulates.

Founded in 2000, Dinerware provides restaurant POS software solutions to the hospitality industry. Dinerware can be found in upscale restaurants, cafes, nightclubs, bar and grills, fast casual restaurants, counter service establishments, quick serve restaurants, hotels, casinos, cafeterias, golf courses, and wineries. Their mission is to help restaurants deliver a better guest experience by providing easy-to-use, reliable, and cost-effective restaurant software. Thousands of restaurants have selected Dinerware software based on its ease of use, reliability, and flexibility. Dinerware is an RSPA-certified vendor, and is sold and supported through an authorized dealer network across North America, the United Kingdom, and other countries around the world served by our partners in the Middle East and Southeast Asia.

Forming Heartland Commerce Segment - Already A Restaurant Industry Leader

Dinerware and pcAmerica, together with our existing POS businesses, Xpient Solutions, Liquor POS, Leaf, as well as other Heartland solutions, are being combined to create Heartland Commerce. This newly established segment will deliver leading-edge POS solutions, payments processing capabilities and other adjacent business service applications, initially serving the hospitality and retail industry. Heartland Commerce has more than 90,000 customer locations using its Heartland commerce software and a current, annualized revenue run rate - including the two new acquisitions - of approximately $30 million.

Now, with over 120,000 restaurant merchant relationships, Heartland has a 15% share of the entire restaurant market, including a 20% share of Table Service restaurants. From payroll, to card processing to POS solutions, Heartland is rapidly expanding its restaurant franchise, supported by the endorsement of forty-six state restaurant associations as well as the National Restaurant Association.

Dinerware and pcAmerica are each in the process of completing their development of cloud-based POS systems that complement their already established on-premise solutions. These cloud-based POS systems will overlap with what is being developed by Leaf; consequently, Heartland decided that it will stop POS development efforts at Leaf, though certain elements of Leaf’s capabilities will become part of Heartland Commerce, and write down related POS assets. In its fourth quarter just ended, the company recorded $41.4 million pre-tax, $37.6 million after-tax or $1.02 per share, in asset impairment charges as a result of an analysis of the values ascribed to investments at Leaf and in Prosper, its internally-developed POS software technology, as well as its investment in TabbedOut, a mobile payments provider. All charges are non-cash.

Mr Carr concluded, “We now enjoy the best of both worlds. An installed base of 90,000 merchants processing on our existing POS solutions, and a world class development organization that we can focus on new opportunities that can significantly accelerate our growth not only in the hospitality and retail industries, but in many other industries in which we are already deeply established or offer the brightest promise."

As part of Heartlands’ conference call scheduled to begin this morning at 8:30 a.m. ET to discuss fourth quarter fiscal 2014 financial results (reported in a separate news release today), the management of Heartland will discuss this announcement. Further details regarding the call are available at www.heartlandpaymentsystems.com.

About Heartland

Heartland Payment Systems, Inc. (NYSE: HPY), the fifth largest payments processor in the United States, delivers credit/debit/prepaid card processing and security technology through Heartland Secure™ and its comprehensive Heartland breach warranty. Heartland also offers point of sale, mobile commerce, e-commerce, marketing solutions, payroll solutions, and related business solutions and services to more than 300,000 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.

Contact:

Michael McMillan

Chief Marketing/Branding Officer

312-205-1610

michael.mcmillan@e-hps.com