10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2006

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

Commission File No. 001-32594

HEARTLAND PAYMENT SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Delaware	22-3755714
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer 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)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    x  YES    ¨  NO

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  ¨ Accelerated filer  ¨ Non-accelerated filer  x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    ¨  YES    x  NO

As of August 7, 2006, there were 37,009,541 shares of the registrant’s Common Stock, $.001 par value, outstanding.

INDEX

	Page
PART I CONDENSED FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets as of June 30, 2006 and December 31, 2005	1
Consolidated Statements of Income for the three and six months ended June 30, 2006 and 2005	2
Consolidated Statements of Stockholders’ Equity for the six months ended June 30, 2006 and 2005	3
Consolidated Statements of Cash Flows for the six months ended June 30, 2006 and 2005	4
Notes to Consolidated Financial Statements	5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3. Quantitative and Qualitative Disclosures about Market Risk	40
Item 4. Controls and Procedures	41
PART II OTHER INFORMATION
Item 1. Legal Proceedings	42
Item 1A. Risk Factors	42
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	42
Item 3. Defaults Upon Senior Securities	43
Item 4. Submission of Matters to a Vote of Security Holders	43
Item 5. Other Information	43
Item 6. Exhibits	43

Heartland Payment Systems, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(In thousands, except share data)

(unaudited)

	June 30, 2006			December 31, 2005
Assets
Current assets:
Cash and cash equivalents	$	20,892		$	17,747
Receivables, net		100,859			93,756
Investments		2,552			2,141
Inventory		2,487			714
Prepaid expenses		1,546			1,979
Current tax asset		25,304			1,602
Current deferred tax assets, net		811			1,492
Total current assets		154,451			119,431
Capitalized customer acquisition costs, net		50,473			42,930
Deferred tax assets, net		4,259			3,477
Property and equipment, net		20,880			17,661
Goodwill and intangible assets		1,777			—
Deposits and other assets		138			186
Total assets	$	231,978		$	183,685
Liabilities and stockholders’ equity
Current liabilities:
Due to sponsor bank	$	37,383		$	34,530
Accounts payable		28,060			25,339
Current portion of accrued buyout liability		10,949			10,478
Merchant deposits and loss reserves		6,650			7,450
Accrued expenses and other liabilities		11,175			7,407
Current portion of borrowings and financing arrangements		242			261
Total current liabilities		94,459			85,465
Long-term portion of borrowings and financing arrangements		81			173
Long-term portion of accrued buyout liability		19,464			17,996
Total liabilities		114,004			103,634
Commitments and contingencies (Note 11)		—			—
Stockholders’ equity
Common Stock, $.001 par value, 100,000,000 shares authorized; 37,327,327 and 34,222,114 shares issued at June 30, 2006 and December 31, 2005; 36,431,427 and 34,200,114 shares outstanding at June 30, 2006 and December 31, 2005		37			34
Additional paid-in capital		142,683			96,417
Accumulated other comprehensive loss		(29	)		(26	)
Accumulated deficit		(4,046	)		(15,879	)
Treasury stock, at cost (895,900 and 22,000 shares at June 30, 2006 and December 31, 2005)		(20,671	)		(495	)
Total stockholders’ equity		117,974			80,051
Total liabilities and stockholders’ equity	$	231,978		$	183,685

See accompanying notes to condensed consolidated financial statements.

1

Heartland Payment Systems, Inc. and Subsidiaries

Condensed Consolidated Statements of Income

(In thousands, except per share data)

(unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2006			2005			2006			2005
Total Revenues	$	278,059		$	209,691		$	514,855		$	379,557
Costs of Services:
Interchange		204,541			153,134			376,770			275,550
Dues and assessments		10,226			7,899			18,812			14,314
Processing and servicing		29,611			22,532			57,762			42,353
Customer acquisition costs		8,323			7,400			16,495			13,241
Depreciation and amortization		1,438			1,326			2,801			2,609
Total costs of services		254,139			192,291			472,640			348,067
General and administrative		11,781			9,290			23,790			18,279
Total expenses		265,920			201,581			496,430			366,346
Income from operations		12,139			8,110			18,425			13,211
Other income (expense):
Interest income		453			111			830			183
Interest expense		(224	)		(538	)		(344	)		(973	)
Fair value adjustment for warrants with mandatory redemption provisions		—			(202	)		—			(292	)
Other, net		17			(28	)		831			7
Total other income (expense)		246			(657	)		1,317			(1,075	)
Income before income taxes		12,385			7,453			19,742			12,136
Provision for income taxes		4,940			3,072			7,909			5,061
Net income		7,445			4,381			11,833			7,075
Income allocated to Series A Senior Convertible Preferred Stock		—			2,107			—			3,402
Net income attributable to Common Stock	$	7,445		$	2,274		$	11,833		$	3,673
Net income	$	7,445		$	4,381		$	11,833		$	7,075
Other comprehensive income, net of tax: Unrealized gains (losses) on investments		1			5			(2	)		(4	)
Comprehensive income	$	7,446		$	4,386		$	11,831		$	7,071
Earnings per common share:
Basic	$	0.21		$	0.13		$	0.33		$	0.22
Diluted	$	0.19		$	0.12		$	0.30		$	0.20
Weighted average number of common shares outstanding:
Basic		36,201			16,454			35,667			16,453
Diluted		39,932			35,616			39,898			35,344

See accompanying notes to condensed consolidated financial statements.

2

Heartland Payment Systems, Inc. and Subsidiaries

Condensed Consolidated Statement of Stockholders’ Equity

(In thousands)

(unaudited)

	Preferred Stock			Common Stock				Additional Paid-In Capital		Accumulated Other Comprehensive Loss			Accumulated Deficit			Treasury Stock			Total Stockholders’ Equity
	Shares	Amount		Shares		Amount
Six Months Ended June 30, 2005:
Balance, January 1, 2005	7,619	$	8	16,438		$	8	$	41,065	$	(10	)	$	(34,972	)		—		$	6,099
Issuance of Common Stock— options exercised	—		—	24			—		108		—			—			—			108
Accumulated other comprehensive loss	—		—	—			—		—		(4	)		—			—			(4	)
Net income for the period	—		—	—			—		—					7,075			—			7,075
Balance June 30, 2005	7,619	$	8	16,462		$	8	$	41,173	$	(14	)	$	(27,897	)		—		$	13,278
Six Months Ended June 30, 2006:
Balance, January 1, 2006	—		—	34,200		$	34	$	96,417	$	(26	)	$	(15,879	)	$	(495	)	$	80,051
Issuance of Common Stock— options exercised	—		—	3,105			3		20,601		—			—			—			20,604
Excess tax benefit on stock options exercised under SFAS No. 123R	—		—	—			—		25,204		—			—			—			25,204
Repurchase of Common Stock	—		—	(874	)		—		—		—			—			(20,176	)		(20,176	)
Stock-based compensation under SFAS No. 123R	—		—	—			—		461		—			—			—			461
Accumulated other comprehensive loss	—		—	—			—		—		(3	)		—			—			(3	)
Net income for the period	—		—	—			—		—		—			11,833			—			11,833
Balance June 30, 2006	—		—	36,431		$	37	$	142,683	$	(29	)	$	(4,046	)	$	(20,671	)	$	117,974

See accompanying notes to condensed consolidated financial statements.

3

Heartland Payment Systems, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flow

(In thousands)

(unaudited)

	Six Months Ended June 30,
	2006			2005
Cash flows from operating activities
Net income	$	11,833		$	7,075
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of capitalized customer acquisition costs		16,804			11,526
Other depreciation and amortization		3,563			2,609
Stock-based compensation		461			—
Deferred taxes		(101	)		(638	)
Fair value adjustment for warrants with mandatory redemption provisions		—			292
Loss on disposal of property and equipment		—			33
Changes in operating assets and liabilities:
Increase in receivables		(6,095	)		(10,766	)
(Increase) decrease in inventory		(673	)		158
Payment of signing bonuses, net		(15,955	)		(9,742	)
Increase in capitalized customer acquisition costs		(8,392	)		(5,956	)
Decrease (increase) in prepaid expenses		425			(238	)
Decrease in deposits and other assets		1,502			1
Excess tax benefits on options exercised under SFAS No. 123R		(25,204	)		—
Increase in due to sponsor bank		2,853			8,888
Increase in accounts payable		1,846			481
Increase in accrued expenses and other liabilities		3,738			1,374
(Decrease) increase in merchant deposits and loss reserves		(799	)		383
Payouts of accrued buyout liability		(6,144	)		(4,982	)
Increase in accrued buyout liability		8,083			7,672
Net cash (used in) provided by operating activities		(12,255	)		8,170
Cash flows from investing activities
Purchase of investments		(976	)		(410	)
Maturities of investments		563			120
Acquisition of business, net of cash acquired		(3,453	)		—
Proceeds from disposal of property and equipment		—			27
Purchases of property and equipment		(6,254	)		(5,689	)
Net cash used in investing activities		(10,120	)		(5,952	)
Cash flows from financing activities
Principal payments on borrowings and financing arrangements		(112	)		(1,170	)
Proceeds from exercise of stock options		20,604			108
Excess tax benefits on options exercised under SFAS No. 123R		25,204			—
Repurchase of common stock		(20,176	)		—
Net cash provided by (used in) financing activities		25,520			(1,062	)
Net increase in cash and cash equivalents		3,145			1,156
Cash and cash equivalents at beginning of year		17,747			13,237
Cash and cash equivalents at end of period	$	20,892		$	14,393
Supplemental cash flow information:
Cash paid during the period for:
Interest	$	340		$	918
Income taxes		6,503			7,179
Supplemental schedule of non-cash activities:
Amortization of other assets	$	48		$	88

See accompanying notes to condensed consolidated financial statements.

4

Heartland Payment Systems, Inc. and Subsidiaries

Notes To Condensed Consolidated Financial Statements

June 30, 2006

(unaudited)

1. Organization and Operations

Basis of Financial Statement Presentation—The accompanying condensed consolidated financial statements include those of Heartland Payment Systems, Inc. (the “Company”) and its subsidiaries, Heartland Payroll Company (“HPC”) and Debitek, Inc. (“Debitek”). The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. All intercompany balances and transactions with the Company’s subsidiaries have been eliminated upon consolidation. The accompanying condensed consolidated financial statements are unaudited. In the opinion of the Company’s management, the unaudited interim financial statements include all normal recurring adjustments necessary for a fair presentation of the Company’s financial position at June 30, 2006, its results of operations for the three and six months ended June 30, 2006 and 2005 and its cash flows for the six months ended June 30, 2006 and 2005. Results of operations reported for interim periods are not necessarily indicative of the results to be expected for the year ended December 31, 2006. These unaudited Condensed Consolidated Financial Statements should be read in conjunction with the audited consolidated financial statements included in the Company’s December 31, 2005 Annual Report on Form 10-K. The December 31, 2005 unaudited Condensed Consolidated Balance Sheet was derived from the audited 2005 Consolidated Financial Statements.

The officers and directors of the Company represent a majority of the outstanding shares, and so control the Company.

All outstanding common shares, average common shares, earnings per common share and conversion amounts related to stock options, warrants and Series A Senior Convertible Participating Preferred Stock have been adjusted retroactively to reflect a two-for-one stock split on July 26, 2005. The Company’s Board of Directors and stockholders also increased the number of authorized shares of common stock to 100,000,000 and the number of shares authorized under the 2000 Equity Incentive Plan to 11,000,000.

Certain amounts for prior periods have been reclassified to conform with current presentation.

Business—The Company provides payment-processing services related to bank card transactions for merchants throughout the United States. In addition, the Company provides certain other merchant services, including the sale and rental of terminal equipment and supplies. HPC provides payroll and related tax filing services throughout the United States. Debitek provides prepaid card and stored-value card solutions.

Use of Estimates—The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America, requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Estimates include, among other things, the accrued buyout liability, capitalized customer acquisition costs, loss reserves, certain accounts payable and accrued expenses and certain tax assets and liabilities as well as the related valuation allowances, if any. Actual results could differ from those estimates. Interchange expense for the six months ended June 30, 2006 included $2.0 million recorded in the quarter ended March 31, 2006 for a change in estimate of the amount of on-line debit interchange expense the Company accrues. The change in estimate was based on new information which became available to the Company.

5

Heartland Payment Systems, Inc. and Subsidiaries

Notes To Condensed Consolidated Financial Statements

June 30, 2006

(unaudited)

2. Summary of Significant Accounting Policies

Receivables—The Company carries receivables from its merchants resulting from the practice of advancing interchange fees to most of its merchants during the month and collecting those fees from merchants at the beginning of the following month. During each month, the Company and its sponsor bank advance interchange fees to most of the Company’s merchants. These advances to merchants are funded first with the Company’s cash available for investment, then by incurring a payable to the Company’s sponsor bank when that cash has been expended. The payable to the sponsor bank is repaid at the beginning of the following month out of the fees the Company collects from its merchants.

Capitalized Customer Acquisition Costs, net—Capitalized customer acquisition costs consist of (1) up-front signing bonus payments made to Relationship Managers and sales managers (the Company’s sales force) for the establishment of new merchant relationships, and (2) a deferred acquisition cost representing the estimated cost of buying out the commissions of vested sales employees. Pursuant to Staff Accounting Bulletin Topic 13, Revenue Recognition, and FASB Technical Bulletin No. 90-1, Accounting for Separately Priced Extended Warranty and Product Maintenance Contracts, capitalized customer acquisition costs represent incremental, direct customer acquisition costs that are recoverable through gross margins associated with merchant contracts. The capitalized customer acquisition costs are amortized using a method which approximates a proportional revenue approach over the initial three-year term of the merchant contract.

The up-front signing bonus is based on the estimated gross margin for the first year of the merchant contract. The signing bonus, amount capitalized, and related amortization are adjusted after one year to reflect the actual gross margin generated by the merchant contract during that year. The deferred customer acquisition cost asset is accrued over the first year of merchant processing, consistent with the build-up in the accrued buyout liability, as described below.

Management evaluates the capitalized customer acquisition costs for impairment at each balance sheet date by comparing, on a pooled basis by vintage month of origination, the expected future net cash flows from underlying merchant relationships to the carrying amount of the capitalized customer acquisition costs. If the estimated future net cash flows are lower than the recorded carrying amount, indicating an impairment of the value of the capitalized customer acquisition costs, the impairment loss will be charged to operations. The Company believes that no impairment has occurred as of June 30, 2006 and December 31, 2005.

Merchant Deposits and Loss Reserves—Disputes between a cardholder and a merchant periodically arise due to the cardholder’s dissatisfaction with merchandise quality or the merchant’s service, and the disputes may not always be resolved in the merchant’s favor. In some of these cases, the transaction is “charged back” to the merchant and the purchase price is refunded to the cardholder by the credit card-issuing institution. If the merchant is unable to fund the refund, the Company is liable for the full amount of the transaction. The Company may have partial recourse to the Relationship Manager originally soliciting the merchant contract, if the Relationship Manager is still receiving income from the merchant’s processing activities. During 2003, the Company adopted FASB Interpretation No. 45, Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others, (“FIN 45”). Under FIN 45, the Company’s obligation to stand ready to perform is minimal. The Company maintains deposits or the pledge of a letter of credit from certain merchants as an offset to potential contingent liabilities that are the responsibility of such merchants. The Company evaluates its ultimate risk and records an estimate of potential loss for chargebacks related to merchant fraud based upon an assessment of actual historical fraud loss rates compared to recent processing volume levels. The Company believes that the liability recorded as loss reserves approximates fair value.

Accrued Buyout Liability—Relationship Managers and sales managers are paid residual commissions based on the gross margin generated by monthly merchant processing activity. The Company

6

Heartland Payment Systems, Inc. and Subsidiaries

Notes To Condensed Consolidated Financial Statements

June 30, 2006

(unaudited)

has the right, but is not obligated, to buy out some or all of these commissions, and intends to do so periodically. Such purchases of the commissions are at a fixed multiple of the last twelve month’s commissions. Because of the Company’s intent and ability to execute purchases of the residual commissions, and the mutual understanding between the Company and the Relationship Managers and sales managers, the Company has accounted for this deferred compensation arrangement pursuant to the substantive nature of the plan. The Company therefore records the amount that it would have to pay (the “settlement cost”) to buy out non-servicing related commissions (“owned commissions”) in their entirety from vested Relationship Managers and sales managers, and an accrual, based on their progress towards vesting, for those unvested Relationship Managers and sales managers who are expected to vest in the future. As noted above, as the liability increases over the first year of a merchant contract, the Company also records for currently vested Relationship Managers and sales managers a related deferred acquisition cost asset. The accrued buyout liability associated with unvested Relationship Managers and sales managers is not included in the deferred acquisition cost asset since future services are required in order to vest. Subsequent changes in the settlement cost, due to account attrition, same-store sales growth and changes in gross margin, are included in the same income statement caption as customer acquisition cost amortization expense.

The accrued buyout liability is based on the merchants under contract at the balance sheet date, the gross margin generated by those merchants over the prior 12 months, and the contractual buyout multiple. The liability related to a new merchant is therefore zero when the merchant is installed, and increases over the twelve months following the installation date. The same procedure is applied to unvested commissions over the expected vesting period, but is further adjusted to reflect the Company’s experience that 31% of unvested Relationship Managers and sales managers become vested.

The classification of the accrued buyout liability between current and non-current liabilities on the consolidated balance sheet is based upon the Company’s estimate of the amount of the accrued buyout liability that it reasonably expects to pay over the next twelve months. This estimate is developed by calculating the cumulative annual average percentage that total historical buyout payments represent of the accrued buyout liability. That percentage is applied to the period-end accrued buyout liability to determine the current portion.

Revenue—Revenues are mainly comprised of gross processing revenue, payroll processing revenue and equipment-related income. Gross processing revenue primarily consists of discount fees and per-transaction and periodic (primarily monthly) fees from the processing of Visa and MasterCard bank card transactions for merchants. The Company passes through to its customers any changes in interchange or association fees. Gross processing revenue also includes American Express and Discover fees, customer service fees, fees for processing chargebacks, termination fees on terminated contracts, and other miscellaneous revenue. Payroll processing revenue includes periodic and annual fees charged by HPC for payroll processing services. Revenue is recorded as bank card transactions are processed or payroll services are performed. Equipment-related income includes revenues from the sale, rental, leasing and deployment of bank card terminals, and from the sale of hardware, software and associated services for prepaid card and stored-value card payment systems. Revenues are recorded at the time of shipment, or the provision of service.

Income Taxes—The Company accounts for income taxes by recognizing deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statements and the tax basis of assets and liabilities using enacted tax rates.

Stock Options—The Company adopted SFAS No. 123 (revised 2004), Share-Based Payment (“SFAS No. 123R”) on January 1, 2006. This statement revises SFAS No. 123, Accounting for Stock-Based Compensation, and supersedes Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (“APB No. 25”), and its related implementation guidance. The most significant change resulting from this statement is the requirement for public companies to expense employee share-based

7

Heartland Payment Systems, Inc. and Subsidiaries

Notes To Condensed Consolidated Financial Statements

June 30, 2006

(unaudited)

payments under the fair value method. Pursuant to SFAS No. 123R, share-based compensation cost is measured at the grant date, based on the fair value of the award, and is recognized as expense over the requisite service period. The Company elected to adopt the modified-prospective-transition method, as provided by SFAS No. 123R. Accordingly, prior period amounts have not been restated. Under this transitional method, the Company is required to record compensation expense for all awards granted after the date of adoption using grant-date fair value estimated in accordance with the provisions of SFAS No. 123R and for the unvested portion of previously granted awards using the grant-date fair value estimated in accordance with the provisions of SFAS No. 123.

Additionally, SFAS No. 123R amends SFAS No. 95, “Statement of Cash Flows,” to require the excess tax benefits to be reported as a financing cash inflow rather than a reduction of taxes paid, which is included within operating cash flows. Accordingly, cash provided by operating activities decreased and cash provided by financing activities increased by $21.0 million related to excess tax benefits from stock-based awards. The excess tax benefits result from employees exercising non-qualified stock options and making disqualifying dispositions of shares acquired through their exercise of incentive stock options.

The application of SFAS No. 123R had the following effects on reported amounts relative to amounts that the Company would have reported using the intrinsic value method under APB No. 25 for the three and six month periods ended June 30, 2006 (in thousands, except per share data):

	Three Months Ended June 30, 2006						Six Months Ended June 30, 2006
	Following APB No. 25			After Effect of Adopting SFAS No. 123R			Following APB No. 25		After Effect of Adopting SFAS No. 123R
Income from operations	$	12,368		$	12,139		$	18,886	$	18,425
Income before income taxes		12,614			12,385			20,203		19,742
Net income		7,632			7,445			12,217		11,833
Earnings per common share:
Basic	$	0.21		$	0.21		$	0.34	$	0.33
Diluted	$	0.19		$	0.19		$	0.31	$	0.30
Net cash provided by (used in) operating activities	$	(2,134	)	$	(8,619	)	$	8,747	$	(12,255	)
Net cash provided by financing activities		5,313			11,798			4,518		25,520

Prior to the adoption of SFAS No. 123R, the Company accounted for its stock options using the intrinsic value method in which no compensation expense has been recognized for its share-based compensation plans because the options were granted at an exercise price greater than or equal to the estimated fair value at the grant date. The following table presents the effects on net income and basic and diluted net income per common share had the Company adopted the fair value method of accounting for share-based compensation under SFAS No. 123 for the three and six months ended June 30, 2005 (in thousands, except per share data):

8

Heartland Payment Systems, Inc. and Subsidiaries

Notes To Condensed Consolidated Financial Statements

June 30, 2006

(unaudited)

	Three Months Ended June 30, 2005		Six Months Ended June 30, 2005
Net income	$	4,381	$	7,075
Deduct: Total stock-based employee compensation expense determined under fair-value-based method, net of related tax expense		475		1,919
Pro forma net income		3,906		5,156
Less: Income allocated to Series A Senior Convertible Participating Preferred Stock		1,879		2,479
Pro forma net income attributable to common stock	$	2,027	$	2,677
Earnings per share:
As reported:
Basic	$	0.13	$	0.22
Diluted	$	0.12	$	0.20
Pro forma:
Basic	$	0.12	$	0.16
Diluted	$	0.11	$	0.15

Basic earnings per share for the three and six months ended June 30, 2005 was computed and presented under the two-class method and was based on the weighted average number of common shares outstanding and assumes an allocation of net income to the Series A Senior Convertible Participating Preferred Stock (the “Convertible Preferred”) for the period or portion of the period that the Convertible Preferred was outstanding. The Convertible Preferred automatically converted into 13,333,334 shares of the Company’s common stock upon the August 16, 2005 closing of the Company’s initial public offering.

Diluted earnings per share for the three and six months ended June 30, 2005 was computed based on the weighted average outstanding common shares plus equivalent shares assuming exercise of stock options, warrants and conversion of Series A Senior Convertible Participating Preferred Stock, where dilutive. Weighted average shares outstanding and dilutive securities for the three and six months ended June 30, 2005 have been adjusted to reflect a two-for-one stock split on July 26, 2005.

Recent Accounting Pronouncements —In June 2006, the FASB issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109.” FIN No. 48 clarifies the accounting for the recognition and measurement of tax benefits associated with uncertain tax positions and defines criterion that an individual tax position must meet for any part of that position to be recognized or continue to be recognized in the financial statements. FIN No. 48 also adds disclosure requirements for the amounts of unrecognized tax benefits associated with uncertain tax positions. An uncertain tax position exists if it is unclear how a transaction will be treated under tax law. FIN No. 48 is effective for fiscal years beginning after December 15, 2006. The Company does not believe that the application of FIN No. 48 will have a material effect on its consolidated financial position, results of operations or cash flows.

3. Acquisition

Effective January 1, 2006, the Company acquired the stock of Debitek, Inc. (“Debitek”) from Ingenico Inc. for a gross cash payment of approximately $5.2 million. The Company acquired Debitek, Inc. to obtain a proven platform and solutions provider in the prepaid and stored-value cards market, particularly with respect to small-dollar payment applications. This acquisition is not expected to have a material impact on earnings in the near term. Pro forma results of operations have not been presented because the effect of the acquisition was not material. The transaction was accounted for under the purchase method of accounting.

9

Heartland Payment Systems, Inc. and Subsidiaries

Notes To Condensed Consolidated Financial Statements

June 30, 2006

(unaudited)

The total purchase price was allocated as follows: $3.4 million to net tangible assets including cash of $1.7 million, $1.7 million to goodwill, and $121,000 to intangible assets.

4. Receivables

A summary of receivables by major class is as follows at June 30, 2006 and December 31, 2005:

	June 30, 2006			December 31, 2005
	(In thousands)
Accounts receivable from merchants	$	97,445		$	91,288
Accounts receivable from others		3,603			2,536
		101,048			93,824
Less allowance for doubtful accounts		(189	)		(68	)
Total receivables, net	$	100,859		$	93,756

Included in accounts receivable from others are $1,137,000 and $1,519,000 which are due from employees at June 30, 2006 and December 31, 2005, respectively.

5. Capitalized Customer Acquisition Costs, Net

A summary of the capitalized customer acquisition costs, net is as follows as of June 30, 2006 and December 31, 2005:

	June 30, 2006			December 31, 2005
	(In thousands)
Capitalized signing bonuses	$	65,308		$	54,388
Less accumulated amortization		(28,100	)		(22,727	)
		37,208			31,661
Capitalized customer deferred acquisition costs		34,565			26,172
Less accumulated amortization		(21,300	)		(14,903	)
		13,265			11,269
Capitalized Customer Acquisition Costs, Net	$	50,473		$	42,930

10

Heartland Payment Systems, Inc. and Subsidiaries

Notes To Condensed Consolidated Financial Statements

June 30, 2006

(unaudited)

A summary of the activity in capitalized customer acquisition costs, net for the three and six month periods ended June 30, 2006 and 2005 was as follows:

	Three Months Ended June 30,						Six Months Ended June 30,
	2006			2005			2006			2005
	(In thousands)
Balance at beginning of period	$	46,549		$	35,586		$	42,930		$	34,247
Plus additions to:
Capitalized signing bonuses, net		8,864			5,739			15,955			9,742
Capitalized customer deferred acquisition costs		3,852			3,032			8,392			5,956
		12,716			8,771			24,347			15,698
Less amortization expense on:
Capitalized signing bonuses, net		(5,541	)		(3,447	)		(10,408	)		(6,698	)
Capitalized customer deferred acquisition costs		(3,251	)		(2,491	)		(6,396	)		(4,828	)
		(8,792	)		(5,938	)		(16,804	)		(11,526	)
Balance at end of period	$	50,473		$	38,419		$	50,473		$	38,419

Net signing bonus adjustments from estimated amounts to actual were $0.8 million and $(0.8) million, respectively, for the three months ended June 30, 2006 and 2005, and $1.0 million and $(1.4) million, respectively, for the six months ended June 30, 2006 and 2005. Net signing bonus adjustments are netted against additions in the table above.

Fully amortized signing bonuses of $2.7 million and $2.0 million, respectively, were written off during the three month periods ended June 30, 2006 and 2005, and $5.0 million and $3.7 million, respectively, were written off during the six months ended June 30, 2006 and 2005.

The Company believes that no impairment has occurred as of June 30, 2006 and December 31, 2005.

6. Merchant Deposits and Loss Reserves

The Company’s merchants have the liability for any charges properly reversed by the cardholder through a mechanism known as a chargeback. If the merchant is unable to pay this amount, the Company will be liable to the Visa and MasterCard associations for the reversed charges. Under FIN 45, the Company determined that the fair value of its obligation to stand ready to perform is minimal. The Company requires personal guarantees, merchant deposits and letters of credit from certain merchants to minimize its obligation. As of June 30, 2006 and December 31, 2005, the Company held merchant deposits totaling $6.2 million and $7.0 million, and letters of credit totaling $380,000 and $519,000, respectively.

The Visa and MasterCard associations generally allow chargebacks up to four months after the later of the date the transaction is processed or the delivery of the product or service to the cardholder. As the majority of the Company’s transactions involve the delivery of the product or service at the time of the transaction, a reasonable basis for determining an estimate of the Company’s exposure to chargebacks is the last four months’ processing volume on its portfolio, which was $14.3 billion and $12.0 billion for the four months ended June 30, 2006 and December 31, 2005, respectively. However, for the four months ended June 30, 2006 and December 31, 2005, the Company was presented with $7.3 million and $6.6 million, respectively, in chargebacks by issuing banks. In the six months ended June 30, 2006 and the year ended December 31, 2005, the Company incurred merchant credit losses of $0.7 million and $1.2 million, respectively, on total dollar volume processed of $20.2 billion and $33.7 billion, respectively. These credit losses are included in processing and servicing costs in the Company’s consolidated statements of operations.

11

Heartland Payment Systems, Inc. and Subsidiaries

Notes To Condensed Consolidated Financial Statements

June 30, 2006

(unaudited)

The loss recorded by the Company for chargebacks associated with any individual merchant is typically small, due both to the relatively small size and the processing profile of the Company’s clients. However, from time to time the Company will encounter instances of merchant fraud, and the resulting chargeback losses may be considerably more significant to the Company. The Company has established a contingent reserve for estimated currently existing credit and fraud losses on its consolidated balance sheets, amounting to $485,000 on June 30, 2006 and December 31, 2005. This reserve is determined by performing an analysis of the Company’s historical loss experience applied to current processing volume and exposures.

A summary of the activity in the loss reserve for the three and six month periods ended June 30, 2006 and 2005 was as follows:

	Three Months Ended June 30,						Six Months Ended June 30,
	2006			2005			2006			2005
	(In thousands)
Beginning balance	$	485		$	471		$	485		$	468
Additions to reserve		237			314			700			624
Charges against reserve		(237	)		(310	)		(700	)		(617	)
Ending balance	$	485		$	475		$	485		$	475

7. Accrued Buyout Liability

A summary of the accrued buyout liability is as follows as of June 30, 2006 and December 31, 2005:

	June 30, 2006			December 31, 2005
	(In thousands)
Vested Relationship Managers and sales managers	$	29,092		$	27,228
Unvested Relationship Managers and sales managers		1,321			1,246
		30,413			28,474
Less current portion		(10,949	)		(10,478	)
Long-term portion of accrued buyout liability	$	19,464		$	17,996

In calculating the accrued buyout liability for unvested Relationship Managers and sales managers, the Company has assumed that 31% of the unvested Relationship Managers and sales managers will vest in the future, which represents the Company’s historical vesting rate. A 5% increase to 36% in the expected vesting rate would have increased the accrued buyout liability for unvested Relationship Managers and sales managers by $0.2 million at both June 30, 2006 and December 31, 2005.

12

Heartland Payment Systems, Inc. and Subsidiaries

Notes To Condensed Consolidated Financial Statements

June 30, 2006

(unaudited)

A summary of the activity in the accrued buyout liability for the three and six month periods ended June 30, 2006 and 2005 is as follows:

	Three Months Ended June 30,						Six Months Ended June 30,
	2006			2005			2006			2005
	(In thousands)
Beginning balance	$	29,354		$	26,923		$	28,474		$	27,035
Increase in settlement obligation, net		3,384			4,497			8,083			7,672
Buyouts		(2,325	)		(1,695	)		(6,144	)		(4,982	)
Ending balance	$	30,413		$	29,725		$	30,413		$	29,725

The increase in settlement obligation is due to new merchant account signings, as well as same-store sales growth and changes in gross margin, partially offset by the impact of merchant attrition.

8. Stockholders’ Equity

Common Stock Repurchases. On January 13, 2006, the Company’s Board of Directors authorized management to repurchase up to the lesser of (a) 1,000,000 shares of the Company’s common stock or (b) $25,000,000 worth of its common stock in the open market.

On August 1, 2006, the Company’s board of directors authorized management to repurchase up to 1,000,000 shares of its common stock in the open market. This authorization is in addition to the 1,000,000 common shares which the board of directors had authorized on January 13, 2006. Under the January 13, 2006 authorization, the Company had repurchased 873,900 shares of its common stock during the six months ended June 30, 2006 at a cost of $20.2 million. Management intends to use these authorizations to repurchase shares opportunistically as a means of offsetting dilution from shares issued upon the exercise of options under employee benefit plans. Management has no obligation to repurchase shares under the authorization, and the specific timing and amount of the stock repurchase will vary based on market conditions, securities law limitations and other factors. The stock repurchase will be executed utilizing the Company’s cash resources including the proceeds of stock options exercises.

Dividends on Common Stock. On August 1, 2006, the Company’s board of directors declared a quarterly cash dividend of $0.025 per share of common stock, which will be payable on September 15, 2006 to stockholders of record as of August 25, 2006.

Initial Public Offering. On August 10, 2005, the Company’s Registration Statement on Form S-1 (Registration No. 333-118073), which registered shares of the Company’s common stock, $0.001 par value, under the Securities Act of 1933, as amended, was declared effective by the Securities and Exchange Commission. The offering consisted of 7,762,500 shares of the Company’s common stock, 2,758,546 of which were sold by the Company and 5,003,954 of which were sold by certain selling stockholders at a price to the public of $18.00 per share. Upon the closing of the offering on August 16, 2005, all outstanding shares of the Company’s Series A Senior Convertible Participating Preferred Stock were automatically converted into 13,333,334 shares of common stock.

Series A Senior Convertible Participating Preferred Stock. The Company’s previously outstanding Series A Senior Convertible Participating Preferred Stock (the “Convertible Preferred”) automatically converted into 13,333,334 shares of the Company’s Common Stock upon the August 16, 2005 closing of the Company’s initial public offering. Prior to that automatic conversion, the Convertible Preferred was convertible by the holders at any time, participated equally in dividends and distributions with the Common Stock, paid no other dividends and had a liquidation preference of $80 million.

Warrants. In connection with a bridge loan, which was repaid in 2001, the Company issued 337,810 five-year mandatory redeemable warrants to purchase its Common Stock for $0.005, which were initially valued at $605,049. Commencing July 26, 2003, the holder could require the Company to redeem these warrants at their per share fair value. The Company had recorded these warrants as debt at their estimated fair value.

13

Heartland Payment Systems, Inc. and Subsidiaries

Notes To Condensed Consolidated Financial Statements

June 30, 2006

(unaudited)

On January 8, 2004, the warrant holder elected to cause the Company to redeem 168,906 shares at the fair value of $6.25 per share. On August 16, 2005, the closing date for the Company’s initial public offering, the Company exercised its right to require the warrant holder to exercise its remaining warrants for 168,904 shares at the exercise price of $0.005 per share.

The Company adjusted the carrying value of the warrants by $0.2 million during the three months ended June 30, 2005 through a charge to the income statement to reflect the estimated fair value of $11.00 per share as of June 30, 2005. For the six months ended June 30, 2005, the Company adjusted the carrying value of the warrants by $0.3 million. Upon the exercise of the remaining warrants on August 16, 2005, their carrying value was adjusted to $26.51 per share and their full carrying value of $4.5 million was transferred to stockholders’ equity.

9. Income Taxes

The provision for income taxes for the three and six month periods ended June 30, 2006 and 2005 consists of the following:

	Three Months Ended June 30,						Six Months Ended June 30,
	2006			2005			2006			2005
	(In thousands)
Current
Federal	$	5,300		$	3,103		$	6,684		$	4,634
State		1,037			721			1,399			1,065
Deferred
Federal		(1,215	)		(611	)		(144	)		(518	)
State		(182	)		(141	)		(30	)		(120	)
Total provision for income taxes	$	4,940		$	3,072		$	7,909		$	5,061

The differences in federal income taxes provided and the amounts determined by applying the federal statutory tax rate of 35% to income before income taxes for the six months ended June 30, 2006 and 2005 were:

	Six Months Ended June 30, 2006				Six Months Ended June 30, 2005
	%		Amount		%		Amount
			(In thousands)				(In thousands)
U.S. federal income tax at statutory rate	35.00	%	$	6,909	35.00	%	$	4,248
U.S. state and local income taxes, net	4.51	%		890	5.07	%		615
Warrants	—			—	1.13	%		138
Nondeductible expenses	0.55	%		110	0.23	%		27
Other, net	—			—	0.27	%		33
Provision for income taxes	40.06	%	$	7,909	41.70	%	$	5,061

During the six months ended June 30, 2006, the Company recorded current tax assets of $25.2 million reflecting excess tax benefits resulting from employees exercising non-qualified stock options and making disqualifying dispositions of shares acquired through their exercise of incentive stock options. The Company realized $4.2 million of that current tax asset as reductions of estimated income tax payments during the six months ended June 30, 2006. The Company expects to realize the remaining current tax asset as a reduction of future period estimated tax payments and by recovering the estimated tax payments it made during the six months ended June 30, 2006. For the six months ended June 30, 2006, the Company classified the $25.2 million of excess tax benefits as a cash inflow from financing activities and a cash outflow from operating activities in its Condensed Consolidated Statement of Cash Flow.

14

Heartland Payment Systems, Inc. and Subsidiaries

Notes To Condensed Consolidated Financial Statements

June 30, 2006

(unaudited)

The net deferred tax asset was comprised of the following at June 30, 2006 and December 31, 2005:

	June 30, 2006			December 31, 2005
	(In thousands)
Deferred tax assets:
Merchant contract costs	$	22,765		$	21,488
Borrowings and financing arrangement		135			185
Loss reserve and accounts receivable allowance		239			235
Other		4			25
Deferred tax asset		23,143			21,933
Deferred tax liabilities:
Capitalized signing bonus		15,560			13,456
Deferred state tax liability		307			327
Software development		2,010			1,749
Property and equipment		119			1,432
Other		77			—
Deferred tax liability		18,073			16,964
Net deferred tax asset		5,070			4,969
Less current portion		(811	)		(1,492	)
Net deferred tax asset – non current portion	$	4,259		$	3,477

At June 30, 2006 and December 31, 2005, the Company has determined that no valuation allowance against the net deferred tax asset was required. The Company has no federal or state net operating loss carryforwards.

10. Stock Incentive Plans

At June 30, 2006, the Company had two share-based plans for employees, which are described below. The Company adopted SFAS No. 123R on January 1, 2006 and began recognizing compensation expense in its income statement for its share-based plans. Prior to the adoption of SFAS No. 123R, the Company accounted for its stock options using the intrinsic value method under APB No. 25 in which no compensation expense has been recognized for its share-based compensation plans. Amounts the Company recognized in its financial statements for the three and six months ended June 30, 2006 and 2005 with respect to these share-based plans were as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	2006		2005		2006		2005
Compensation expense recognized on share-based plans before income tax benefit	$	229	$	—	$	461	$	—
Related income tax benefit recognized in the income statement		42		—		77		—
Cash received from stock option exercises		5,452		63		20,604		108
Excess tax benefit recorded for tax deductions resulting from the exercise of stock options		10,687		—		25,204		—
Tax benefit realized as reductions of estimated tax payments during the period		4,200		—		4,200		—

15

Heartland Payment Systems, Inc. and Subsidiaries

Notes To Condensed Consolidated Financial Statements

June 30, 2006

(unaudited)

At June 30, 2006, there was a total of $1,113,000 of unrecognized compensation expense related to unvested stock options. This expense is expected to be recognized over a weighted average period of 1.8 years.

Amended and Restated 2000 Equity Incentive Plan. The maximum number of share awards which may be granted during the term of the Heartland Payment Systems, Inc. Amended and Restated 2000 Equity Incentive Plan (the “2000 Equity Incentive Plan”) is 11,000,000, of which 32,209 stock options were granted during the six months ended June 30, 2006 and 1,324,437, 3,167,594 and 2,583,458 stock options were granted during 2005, 2004 and 2003, respectively. The majority of the options granted in 2005, 2004 and 2003 vested immediately; however, 594,709 options as of June 30, 2006, including the options granted in 2006, are unvested and will vest over a period of one to four years. At June 30, 2006, there were 5,095,993 options outstanding under the 2000 Equity Incentive Plan, and 1,686,552 shares of the 11,000,000 authorized shares of common stock reserved for issuance under the 2000 Equity Incentive Plan remain available for grant. The options were granted with terms of 5 to 10 years and an exercise price equal to or in excess of the estimated fair value at the date of the grant.

2002 PEPShares Plan. The Company also has 90,529 options outstanding under its 2002 PEPShares Plan, as amended (the “PEPShares Plan”). The options were granted with an exercise price equal to or in excess of the estimated fair value at the date of the grant. The Administrator of the PEPShares Plan determined that no further grants would be made under the PEPShares Plan after December 31, 2004.

Share-Based Plan Activity. During the six months ended June 30, 2006, employees exercised 3,102,213 options to acquire the Company’s common stock, generating $20.6 million of stockholders’ equity from the exercises and $14.5 million of stockholders’ equity related to tax deductions, which accrued to the Company as employees exercised non-qualified stock options and made disqualifying dispositions of shares acquired through the exercise of incentive stock options. Activity in the 2000 Equity Incentive Plan and PEPShares Plan during the 2005 full year and the six months ended June 30, 2006 was as follows:

	2000 Equity Incentive Plan				2002 PEPShares Plan
	Shares		Weighted- Average Exercise Price		Shares		Weighted- Average Exercise Price
Outstanding at January 1, 2005	7,132,094		$	6.23	1,538,130		$	5.89
Issued	1,324,437		$	14.61	—		$	—
Exercised	(199,771	)	$	5.54	(1,308,832	)	$	5.87
Forfeited/cancelled	(137,831	)	$	6.75	(65,402	)	$	9.52
Outstanding at December 31, 2005	8,118,929		$	7.60	163,896		$	5.59
Options exercisable at December 31, 2005	7,346,704		$	7.40	163,896		$	5.59
Issued	32,209		$	26.01	—		$	—
Exercised	(3,031,846	)	$	6.68	(70,367	)	$	5.57
Forfeited/cancelled	(23,299	)	$	13.03	(3,000	)	$	5.00
Outstanding at June 30, 2006	5,095,993		$	8.23	90,529		$	5.63
Options exercisable at June 30, 2006	4,501,284		$	7.92	90,529		$	5.63

16

Heartland Payment Systems, Inc. and Subsidiaries

Notes To Condensed Consolidated Financial Statements

June 30, 2006

(unaudited)

Outstanding options and exercisable options at June 30, 2006 are summarized by exercise price below:

	Outstanding Options			Exercisable Options
Exercise price per share	2000 Equity Incentive Plan	2002 PEPShares Plan	Total	2000 Equity Incentive Plan	2002 PEPShares Plan	Total
$3.00	314,038	—	314,038	314,038	—	314,038
$5.00	1,403,374	45,108	1,448,482	1,403,374	45,108	1,448,482
$6.25 to $7.50	1,398,920	45,421	1,444,341	1,222,795	45,421	1,268,216
$9.28	921,696	—	921,696	741,696	—	741,696
$9.80 to $11.00	638,342	—	638,342	480,342	—	480,342
$21.55 to $21.60	152,868	—	152,868	140,493	—	140,493
$24.22 to $26.66	266,755	—	266,755	198,546	—	198,546
	5,095,993	90,529	5,186,522	4,501,284	90,529	4,591,813

11. Commitments and Contingencies

Litigation—The Company is involved in certain legal proceedings and claims, which arise in the ordinary course of business. In the opinion of the Company, the results of any of these matters, individually and in the aggregate, are not expected to have a material effect on its results of operations, financial condition or cash flows.

Leases—The Company leases various office spaces and certain equipment under operating leases with remaining terms ranging up to eight years. The majority of the office space lease agreements contain renewal options and generally require the Company to pay certain operating expenses.

Future minimum lease commitments under noncancelable leases as of June 30, 2006 are as follows:

Twelve Months Ended June 30,	(In thousands)
2007	$	1,967
2008		1,395
2009		958
2010		625
2011		637
Thereafter		962
	$	6,544

Rent expense for leased property was $513,000 and $308,000, respectively, for the three months ended June 30, 2006 and 2005 and $1.1 million and $596,000, respectively, for the six months ended June 30, 2006 and 2005.

Contingencies—The Company collects and stores sensitive data about its merchant customers and bank cardholders. If the Company’s network security is breached or sensitive merchant or cardholder data is misappropriated, the Company could be exposed to assessments, fines or litigation costs.

17

Heartland Payment Systems, Inc. and Subsidiaries

Notes To Condensed Consolidated Financial Statements

June 30, 2006

(unaudited)

12. Related Party Transactions

In July 2003, Greenhill Capital Partners, L.P. and its affiliated investment funds and LLR Equity Partners, L.P. and its affiliated investment fund granted the Company’s Chief Executive Officer an irrevocable option to purchase up to an aggregate of 1,750,000 shares of the Company’s Common Stock at any time on or before July 31, 2006 at a purchase price of $7.14 per share. Various officers, directors, partners and members of Greenhill Capital Partners, L.P. and its affiliated investment funds and LLR Equity Partners, L.P. and its affiliated investment fund are members of the Company’s board of directors. On February 22, 2006, Mr. Carr exercised options to purchase 1,750,000 shares of our common stock from Greenhill Capital Partners and LLR Equity Partners. As a result of this transaction, a tax deduction of $26.4 million accrued to the Company and generated a current tax asset of $10.7 million and a credit to Additional Paid In Capital of $10.7 million during the six months ended June 30, 2006.

On March 28, 2005, Carr Holdings, L.L.C., an entity controlled and managed by Robert O. Carr, the Company’s Chief Executive Officer and Chairman, and his wife, sold 40,000 shares of our common stock to Thomas M. Sheridan, the Company’s Chief Portfolio Officer, at a price of $9.28 per share. In addition, Carr Holdings, L.L.C. granted Mr. Sheridan an option to purchase an additional 40,000 shares of common stock at any time prior to the earlier of (i) March 31, 2006, if the Company had not consummated its initial public offering or (ii) six months and 15 days after the consummation of the Company’s initial public offering. On August 8, 2005, Mr. Sheridan exercised options to purchase 12,000 shares of the Company’s common stock from Carr Holdings, L.L.C. On February 22, 2006, the remaining options to purchase 28,000 shares of the Company’s common stock from Carr Holdings, L.L.C. were cancelled by mutual agreement between Mr. Sheridan and Carr Holdings, L.L.C. As consideration for the cancellation, Mr. Sheridan received a payment of $361,900 from Carr Holdings L.L.C. The amount of the consideration was determined by subtracting the $9.28 exercise price of the options from the closing price of the Company’s common stock on the New York Stock Exchange on the day before the date of this cancellation agreement, or $22.20, and multiplying the difference by 28,000 shares.

13. Segments

The determination of the Company’s business segments is based on how the Company monitors and manages the performance of its operations. The Company’s operating segments are strategic business units that offer different products and services. They are managed separately because each business requires different marketing strategies, personnel skill sets and technology.

The Company has two reportable segments, as follows: (1) Card, which provides payment processing and related services related to bank card transactions; and (2) Other. The Other segment includes Payroll, which provides payroll and related tax filing services, and PrepaidCard, which provides prepaid card and stored-value card solutions. Neither the Payroll operating segment nor the PrepaidCard operating segment meet the SFAS No. 131 “Disclosures about Segments of an Enterprise and Related Information” defined thresholds for determining individually reportable segments. The PrepaidCard operating segment was acquired in the 2006 acquisition of Debitek, Inc.

The Company allocates revenues, expenses, assets and liabilities to segments only where directly attributable. The unallocated corporate administration amounts are costs attributed to finance, corporate administration, human resources and corporate services. Reconciling items represent elimination of inter-segment income and expense items, and are included to reconcile segment data to the consolidated financial statements. At June 30, 2006 and 2005, 60% and 87% respectively, of the Other segment’s total assets were funds that the Company holds as a fiduciary in its Payroll services activities for payment to taxing authorities. The Company only operates in the United States and does not have any major individual customers.

18

Heartland Payment Systems, Inc. and Subsidiaries

Notes To Condensed Consolidated Financial Statements

June 30, 2006

(unaudited)

A summary of the Company’s segments for the three and six month periods ended June 30, 2006 and 2005 were as follows:

	Card Segment		Other Segments			Unallocated Corporate Administration Amounts			Reconciling Items			Total Amount
	(In thousands)
Three Months Ended June 30, 2006
Total revenues	$	275,526	$	2,566		$	—		$	(33	)	$	278,059
Depreciation and amortization		1,569		92			126			—			1,787
Interest income		314		139			—			—			453
Interest expense		224		—			—			—			224
Net income (loss)		10,473		(89	)		(2,939	)		—			7,445
Total assets		218,874		21,173			—			(8,069	)		231,978
Three Months Ended June 30, 2005
Total revenues		208,726		989			—			(24	)		209,691
Depreciation and amortization		1,484		28			75			—			1,587
Interest income		47		64			—			—			111
Interest expense		538		—			—			—			538
Net income (loss)		6,500		187			(2,306	)		—			4,381
Total assets		147,482		9,311			—			(1,960	)		154,833
	Card Segment		Other Segments			Unallocated Corporate Administration Amounts			Reconciling Items			Total Amount
	(In thousands)
Six Months Ended June 30, 2006
Total revenues	$	508,949	$	5,980		$	—		$	(74	)	$	514,855
Depreciation and amortization		3,122		177			249			—			3,548
Interest income		568		262			—			—			830
Interest expense		318		26			—			—			344
Net income (loss)		17,788		310			(6,265	)		—			11,833
Total assets		218,874		21,173			—			(8,069	)		231,978
Six Months Ended June 30, 2005
Total revenues		377,376		2,231			—			(50	)		379,557
Depreciation and amortization		2,936		56			130			—			3,122
Interest income		67		116			—			—			183
Interest expense		973		—			—			—			973
Net income (loss)		10,607		610			(4,142	)		—			7,075
Total assets		147,482		9,311			—			(1,960	)		154,833

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Heartland Payment Systems, Inc. and Subsidiaries

Notes To Condensed Consolidated Financial Statements

June 30, 2006

(unaudited)

14. Earnings Per Share

The Company presents earnings per share data in accordance with SFAS No. 128, “Earnings Per Share”, as amended, (“SFAS 128”), which establishes the standards for the computation and presentation of basic and diluted earnings per share data. Under SFAS 128, the dilutive effect of stock options is excluded from the calculation of basic earnings per share but included in diluted earnings per share.

Weighted average shares outstanding and dilutive securities for the three and six months ended June 30, 2005 have been adjusted to reflect a two-for-one stock split on July 26, 2005. The following is a reconciliation of the amounts used to calculate basic and diluted earnings per share:

	Three Months Ended June 30,				Six Months Ended June 30,
	2006		2005		2006		2005
	(in thousands)
Basic:
Weighted average common stock outstanding		36,201		16,454		35,667		16,453
Earnings per share	$	0.21	$	0.13	$	0.33	$	0.22
Diluted:
Net income attributable to common shares	$	7,445	$	2,274	$	11,833	$	3,673
Plus: income allocated to Series A Senior Convertible Participating Preferred Stock		—		2,107		—		3,402
Net income	$	7,445	$	4,381	$	11,833	$	7,075
Basic weighted average common stock outstanding		36,201		16,454		35,667		16,453
Effect of dilutive instruments:
Stock options		3,731		3,755		4,231		3,484
Warrants		—		169		—		169
Series A Senior Convertible Participating Preferred Stock		—		15,238		—		15,238
Diluted weighted average shares outstanding		39,932		35,616		39,898		35,344
Earnings per share	$	0.19	$	0.12	$	0.30	$	0.20

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PART I FINANCIAL INFORMATION (continued)

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and the accompanying notes to consolidated financial statements included elsewhere in this report, and the consolidated financial statements, notes to consolidated financial statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations and the risk factors contained in our annual report on Form 10-K for the year ended December 31, 2005.

Forward Looking Statements

Some of the information in this Quarterly Report on Form 10-Q may contain forward-looking statements that are based on our management’s beliefs and assumptions and on information currently available to our management. Forward-looking statements include the information concerning our possible or assumed future results of operations, business strategies, financing plans, competitive position, industry environment, potential growth opportunities, the effects of future regulation and the effects of competition. Forward-looking statements include all statements that are not historical facts and can be identified by the use of forward-looking terminology such as the words “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate” or similar expressions.

Forward-looking statements involve risks, uncertainties and assumptions. Actual results may differ materially from those expressed in the forward-looking statements. You should understand that many important factors, in addition to those discussed elsewhere in this report, could cause our results to differ materially from those expressed in the forward-looking statements. These factors include, without limitation, our competitive environment, the business cycles and credit risks of our merchants, chargeback liability, merchant attrition, problems with our bank sponsor, our reliance on other bank card payment processors, our inability to pass increased interchange fees along to our merchants, the unauthorized disclosure of merchant data, economic conditions, system failures and government regulation.

Overview

General

Our primary business is providing bank card-based payment processing services to merchants in the United States. As of June 30, 2006, we provided our bank card processing services to approximately 124,800 active card merchants located across the United States. This represents a 23.0% increase over the 101,500 active merchants at June 30, 2005. Our processing volume for the three months ended June 30, 2006 was $11.0 billion, a 29.3% increase from the $8.5 billion processed during the same period in 2005. For the six months ended June 30, 2006, our processing volume was $20.2 billion, a 31.5% increase over the $15.3 billion processed for the six months ended June 30, 2005.

We have developed a number of proprietary Internet-based systems to increase our operating efficiencies and distribute our processing and merchant data to our three main constituencies: our sales force, our merchant base and our customer service staff. In 2001, we began providing authorization and data capture services to our merchants through our own front-end processing system, which we call HPS Exchange. In 2005, we began providing clearing, settlement and merchant accounting services through our own internally developed back-end processing system, which we call Passport. Passport enables us to customize these services to the needs of our Relationship Managers and merchants.

During the three months ended June 30, 2006 and 2005, we processed approximately 62% and 53%, respectively, of our transactions through HPS Exchange, which has decreased our operating costs per transaction. We substantially completed converting our merchants to Passport during the second quarter of 2006, which also is expected to decrease our operating costs per transaction. At June 30, 2006, approximately 120,100 of our bank card merchants were processing on Passport, compared to 22,000 at

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December 31, 2005. With our conversion to Passport, our internally developed systems are providing substantially all aspects of most of our merchants’ processing needs. Previously, we relied on third party vendors for many of these services including bank card authorization and data capture services, settlement and merchant accounting services. We will continue to process a minority of our transactions through third party front-end systems.

Our revenue is recurring in nature, as we typically enter into three-year service contracts that, in order to qualify for the agreed-upon pricing, require the merchant to achieve processing volume minimums. Most of our revenue is payment processing fees, which are a combination of a fee equal to a percentage of the dollar amount of each Visa or MasterCard transaction we process plus a flat fee per transaction. We make mandatory payments of interchange fees to card-issuing banks through Visa and MasterCard and dues and assessment fees to Visa and MasterCard. Our business volume, and consequently gross processing revenue, is largely driven by the cumulative growth in the number of card processing merchants with whom we have processing contracts. This in turn is the result of the number of merchants that we install during a period, offset by the number of merchants who cease processing with us during that period. We also generally benefit from consumers’ increasing use of bank cards in place of cash and checks.

Significant increases in our sales force have led to significant growth in the number of merchants with whom we have processing contracts. Our sales force grew from 920 at June 30, 2005, to 1,070 at June 30, 2006. The number of new merchants installed during the three months ended June 30, 2006 grew by 16.1% to 14,345 new merchants installed for bank card and payroll processing, compared to 12,354 new merchants installed during the three months ended June 30, 2005. In order to continue to increase our gross processing revenue, we intend to increase both the size and productivity of our sales force. As a result of our commission-only compensation system for our sales force, we are able to increase the size of our sales force with minimal upfront costs. However, since we pay signing bonuses and commissions approximating 92% of the gross margin generated by a merchant in its first year, growth in merchant accounts consumes significant capital, as it typically takes approximately one year’s processing to cover the outlays for signing bonuses, commissions and payroll taxes.

Same store sales, which represent the change in processing volume for all current merchants that were processing with us in the same month a year earlier, grew 4.8% on average during the three months ended June 30, 2006, compared with growth rates of 7.1% during the first quarter of 2006 and 7.5% during 2005. Same store sales growth results from the combination of the increasing use by consumers of bank cards for the purchase of goods and services at the point of sale, and sales growth experienced by our retained merchants. We attribute the second quarter of 2006 decline from the same store sales growth percentages we experienced during the first quarter of 2006 and all of 2005 to a slowdown in growth rates of retail sales, which was likely a result of the impact of rising energy costs and interest rates on the economy.

Second Quarter of 2006 Financial Results

For the three months ended June 30, 2006, we recorded net income of $7.4 million, or $0.19 per diluted share, an increase of 69.9% from $4.4 million, or $0.12 per diluted share, in the three months ended June 30, 2005. The increase was primarily driven by strong growth in our transaction processing volume, which led to a 31.1% increase in our gross processing revenues, and operating synergies, as our total revenue growth outpaced the growth in our operating expenses. The following is a summary of our financial results for the three months ended June 30, 2006:

• At June 30, 2006 the number of active card merchants we service increased to 124,800, compared to 110,500 at December 31, 2005 and 101,500 at June 30, 2005.

• Bank card processing volume during the three months ended June 30, 2006 increased 29.3% to $11.0 billion from $8.5 billion during the three months ended June 30, 2005.

• Net revenue, which is defined as total revenues less interchange fees and dues and assessments, increased 30.1% to $63.3 million during the three months ended June 30, 2006 from $48.7 million during the three months ended June 30, 2005. The increase in net revenue was driven by the increases in active merchants and processing volume, and to a lesser extent, the acquisition of Debitek, Inc.

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• Our income from operations, which we also refer to as operating income, grew to $12.1 million for the three months ended June 30, 2006 from $8.1 for the three months ended June 30, 2005. Our operating margin, which is measured as operating income divided by net revenue, was 19.2% for the three months ended June 30, 2006, compared to 16.7% for the three months ended June 30, 2005.

Components of Revenue and Expenses

Revenue. Our revenues fall into three categories: gross processing revenue, payroll processing revenue and equipment-related income. Our gross processing revenue primarily consists of discount, per-transaction and periodic (primarily monthly) fees from the processing of bank card transactions, primarily Visa and MasterCard transactions, for merchants. These fees are negotiated by our Relationship Managers with each merchant. Gross processing revenue also includes American Express and Discover fees, customer service fees, fees for processing chargebacks, termination fees on terminated contracts, and other miscellaneous revenue. Payroll processing revenue includes fees charged by our subsidiary, Heartland Payroll Company, for payroll processing services, including check printing, direct deposit, related federal, state and local tax deposits and providing accounting documentation. Equipment-related income includes revenues from the sale, rental, leasing and deployment of bank card terminals, and since January 1, 2006, from the sale of hardware, software and associated services for prepaid card and stored-value card payment systems. Revenues are recorded at the time of shipment, or the provision of service. Most of these revenue items will tend to grow with our merchant growth.

Expenses. Our most significant expense is interchange fees, which are set by the Visa and MasterCard card associations, and are paid to the card issuing banks. Interchange fees are calculated as a percentage of the dollar volume processed plus a per transaction fee. We also pay Visa and MasterCard association dues and assessments, which are calculated as a percentage of the dollar volume processed. Interchange fees and dues and assessments are recognized at the time transactions are processed. It is our policy to pass along to our merchants any changes in interchange fees and card association dues and assessments. Since the card associations regularly adjust those rates, our gross processing revenue will increase or decrease, but all the impact will be paid to the card issuing banks and our income from operations will not be affected.

Costs of services also include processing and servicing costs, customer acquisition costs, and depreciation and amortization. Processing and servicing costs include:

• processing costs, which are either paid to third parties, including our bank sponsor, or represent the cost of our own authorization/capture and accounting/settlement systems. During the six months ended June 30, 2006, third party costs represented about 74% of our processing costs, with internal costs representing the remainder. During 2005, third party costs represented about 75% of our processing costs, compared to 77% during 2004. Approximately 65%, 76% and 72%, respectively, of our third-party processing costs for the six months ended June 30, 2006, and for 2005 and 2004 were paid to TSYS Acquiring Solutions (formerly Vital Processing Services);

• residual commission payments to our Relationship Managers, sales managers and trade associations, agent banks and value-added resellers, which are a percentage of the gross margin we generated from our merchant contracts during the accounting period;

• the costs of operating our service center, including telecommunications costs, personnel costs, occupancy costs, losses due to merchant defaults, and other direct merchant servicing expenses; and

• the costs of bankcard terminals, prepaid card and stored value hardware deployed.

Customer acquisition costs reflect the amortization over the initial three-year contract term of the cash signing bonus paid and the deferred acquisition costs for vested Relationship Managers and sales managers, as well as changes in the accrued buyout liability, which reflect the impact of buying out residual commissions (see “— Critical Accounting Estimates — Accrued Buyout Liability”) and volume attrition.

Depreciation and amortization expenses are primarily recognized on a straight-line basis over the estimated useful life of the asset. We have made significant capital expenditures for computer hardware and software and such costs are generally depreciated over three to five years.

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General and administrative expenses include salaries and wages and other administrative expenses. The two most significant elements in these expenses are our information technology infrastructure costs and our marketing expenses. Beginning January 1, 2006, general and administrative expenses also include expenses recorded for share-based compensation under SFAS No. 123R.

Other income (expense) consists of interest income on cash and investments, the interest cost on our borrowings, the gains or losses on the disposal of property, plant and equipment and other non-recurring income or expense items. Other income (expense) also includes a gain from the proceeds received from a legal settlement in the six months ended June 30, 2006 and adjustments to the fair value of previously outstanding warrants with mandatory redemption provisions during the six months ended June 30, 2005.

Critical Accounting Estimates

The discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. These consolidated financial statements are unaudited. In our opinion, the unaudited interim consolidated financial statements include all normal recurring adjustments necessary for a fair presentation of our financial position at June 30, 2006, our results of operations, our changes in stockholders’ equity and our cash flows for the three and six months ended June 30, 2006 and 2005. Results of operations reported for interim periods are not necessarily indicative of the results to be expected for the year ended December 31, 2006. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses. Actual results could differ from those estimates. Our significant accounting policies are more fully described in note 2 to our consolidated financial statements included elsewhere in this report and in our annual report on Form 10-K for the year ended December 31, 2005. The critical accounting estimates described here are those that are most important to the depiction of our financial condition and results of operations, including those whose application requires management’s most subjective judgment in making estimates about the effect of matters that are inherently uncertain. The line items on our income statement and balance sheet which are impacted by management’s estimates are described below.

Revenue

Historically, we have paid 70% to 75% of our gross processing revenue as interchange fees to the card issuing banks. Certain of our competitors report their revenue net of interchange fees. This is because the issuing banks make their payments to these competitors net of those interchange fees, and these acquirers pay this reduced amount to their merchants. We do not offset gross processing revenue and interchange fees because our business practice is to arrange for our sponsor bank to advance the interchange fees to most of our merchants when settling their transactions (thus paying the full amount of the transaction to the merchant), and then to collect our full discount fees from our merchants on the first business day of the next month. We believe this policy aids in new business generation, as our merchants benefit from bookkeeping simplicity. However, it results in our carrying a large receivable from our merchants at each period-end, and a corresponding but smaller payable to our sponsor bank, both of which are settled on the first business day after the period-end. As we are at risk for the receivables, we record the associated revenues on a gross processing revenue basis in our income statements.

Capitalized Customer Acquisition Costs

Capitalized customer acquisition costs consist of (1) up-front signing bonuses paid to Relationship Managers and sales managers, referred to as the salesperson or salespersons, for the establishment of new merchant relationships, and (2) deferred acquisition cost representing the estimated cost of buying out the commissions of vested salespersons at some point in the future. Pursuant to Staff Accounting Bulletin Topic 13, Revenue Recognition, and the Financial Accounting Standards Board (“FASB”) Technical Bulletin No. 90-1, Accounting for Separately Priced Extended Warranty and Product Maintenance Contracts, capitalized customer acquisition costs represent incremental, direct customer acquisition costs that are recoverable through gross margins associated with merchant contracts. The capitalized customer acquisition costs are amortized using a method which approximates a proportional revenue approach over the initial three-year term of the merchant contract.

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The amount of the up-front signing bonus paid is based on the estimated gross margin (calculated by deducting interchange fees, dues and assessments and all costs incurred in underwriting, processing and servicing an account from gross processing revenue) for the first year of the merchant contract. The gross signing bonuses paid during the six months ended June 30, 2006 and the year ended December 31, 2005 were $15.0 million and $24.4 million, respectively. The signing bonus paid, amount capitalized, and related amortization are adjusted at the end of the first year to reflect the actual gross margin generated by the merchant contract during that year. The net signing bonus adjustments made during the six months ended June 30, 2006 and the year ended December 31, 2005 were $1.0 million and $(2.6) million, respectively. Negative signing bonus adjustments result from the prior overpayment of signing bonuses, which are recovered from the relevant salesperson. The amount of signing bonuses paid which remained subject to adjustment at June 30, 2006 and December 31, 2005 was $28.2 million and $24.4 million, respectively. The deferred acquisition cost is accrued over the first year of merchant processing, consistent with the build-up in the accrued buyout liability, which is described below.

Management evaluates the capitalized customer acquisition costs for impairment at each balance sheet date by comparing, on a pooled basis by vintage month of origination, the expected future net cash flows from underlying merchant relationships to the carrying amount of the capitalized customer acquisition costs. If the estimated future net cash flows are lower than the recorded carrying amount, indicating an impairment of the value of the capitalized customer acquisition costs, the impairment loss will be charged to operations. We have not recognized an impairment loss during the six months ended June 30, 2006 and the year ended December 31, 2005.

Accrued Buyout Liability

We pay our salespersons residual commissions based on the gross margin generated from the monthly processing activity of merchants signed by them. A portion, typically 25% of the residual commissions we owe to the salesperson, is deemed to be a servicing fee and is not accrued as a liability. For the remainder of their residual commissions (referred to as the “owned” portion of such commissions, or “portfolio equity”) the salesperson has no obligation to perform services for so long as the merchant continues processing with us. We accrue the buyout liability, which represents the estimated current settlement cost of buying out all vested and expected-to-vest salespersons for the owned portion of such commissions. We also record a deferred acquisition cost asset related to those buyouts, and amortize that asset as an expense over the initial 3-year contract term.

We consider a salesperson to be vested once they have established merchant relationships that generate the equivalent of $10,000 of monthly gross margin. Vested status entitles the salesperson to his or her residual commissions for as long as the merchant processes with us, even if the salesperson is no longer employed by us.

The accrued buyout liability is based on the merchants we have under contract at the balance sheet date, the gross margin we generated from those accounts in the prior twelve months, the “owned” commission rate, and the fixed buyout multiple of 2.5 times the commissions. The liability related to a new merchant is therefore zero when the merchant is installed, and increases over the twelve months following the installation date.

For unvested salespersons, the accrued buyout liability is accrued over the expected vesting period; however, no deferred acquisition cost is capitalized as future services are required in order to vest. In calculating the accrued buyout liability for unvested salespersons, we have assumed that 31% of unvested salespersons will vest in the future, which represents our historical vesting rate. A 5% increase to 36% in the expected vesting rate would have increased the accrued buyout liability for unvested salespersons by $0.2 million at both June 30, 2006 and December 31, 2005.

Buyout payments made to salespersons reduce the outstanding accrued buyout liability. Given our view of the duration of the cash flows associated with a pool of merchant contracts, we believe that the benefits of such buyouts significantly exceed the cost, which typically represents 2 to 2  ¹/2 years of commissions. If the cash flows associated with a pool of bought out contracts does not exceed this cost, we will incur an economic loss on our decision to buyout the contracts. During the six months ended June 30,

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2006 and the 2005 full year, we made buyout payments of approximately $6.1 million and $13.5 million, respectively. Included in the $13.5 million of buyout payments in 2005 was $3.8 million used by salespersons who participated in the PEPShares Plan to exercise their options to acquire 677,544 shares of our common stock. We expect to make significant buyout payments in the future, subject to cash availability, as such buyouts reduce the monthly payments we will have to make to our salespersons for such merchants in the future.

Chargebacks, Reject Losses and Merchant Deposits

Disputes between a cardholder and a merchant periodically arise as a result of, among other things, the cardholder’s dissatisfaction with merchandise quality or merchant services. Such disputes may not be resolved in the merchant’s favor. In these cases, the transaction is “charged back” to the merchant, which means the purchase price is refunded to the customer by the card-issuing bank and charged to the merchant. If the merchant is unable to fund the refund, we must do so. If the Relationship Manager who installed the merchant is still employed by us, that Relationship Manager bears a portion of this loss through a reduction in our payment of residual commissions or signing bonuses to such Relationship Manager. We also bear the risk of reject losses arising from the fact that we collect our fees from our merchants on the first day after the monthly billing period. If the merchant has gone out of business during such period, we may be unable to collect such fees. We maintain cash deposits or require the pledge of a letter of credit from certain merchants, generally those with higher average transaction size where the card is not present when the charge is made or the product or service is delivered after the charge is made, in order to offset potential contingent liabilities such as chargebacks and reject losses that would arise if the merchant went out of business. At June 30, 2006 and December 31, 2005, we held merchant deposits totaling $6.2 million, and $7.0 million, respectively. Most chargeback and reject losses are charged to processing and servicing as they are incurred. However, we also maintain a loss reserve against losses including major fraud losses, which are both less predictable and involve larger amounts. The loss reserve was established using historical loss rates, applied to recent processing volume. At June 30, 2006 and December 31, 2005, our loss reserve totaled $485,000. Aggregate merchant losses, including losses charged to operations and the loss reserve, were $692,000 and $1,206,000 for the six months ended June 30, 2006 and the year ended December 31, 2005, respectively.

Stock Options

We adopted SFAS No. 123 (revised 2004), Share-Based Payment (“SFAS No. 123R “) on January 1, 2006. This statement revises SFAS No. 123, Accounting for Stock-Based Compensation, and supersedes Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (“APB No. 25”), and its related implementation guidance. The most significant change resulting from this statement is the requirement for public companies to expense employee share-based payments under the fair value method. Pursuant to SFAS No. 123R, share-based compensation cost is measured at the grant date, based on the fair value of the award, and is recognized as expense over the requisite service period. We elected to adopt the modified-prospective-transition method, as provided by SFAS No. 123R. Accordingly, prior period amounts have not been restated. Under this transitional method, the Company is required to record compensation expense for all awards granted after the date of adoption using grant-date fair value estimated in accordance with the provisions of SFAS No. 123R and for the unvested portion of previously granted awards using the grant-date fair value estimated in accordance with the provisions of SFAS No. 123.

We estimate the grant date fair value of the stock options we issue using a Black-Scholes valuation model. We determine an expected volatility assumption by referencing the average volatility assumed by six of our public company peers. We used an average of a peer group because we do not have sufficient historical volatility data related to market trading of our own common stock. The weighted-average fair value of options we granted during the six months ended June 30, 2006 and the years ended December 31, 2005 and 2004 were $11.18, $5.48 and $2.74, respectively. The fair value of options granted for the six months ended June 30, 2006 and the years ended December 31, 2005 and 2004 was estimated at the grant date using the following weighted average assumptions:

	Six Months Ended June 30, 2006			Years Ended December 31,
				2005			2004
Expected volatility		50	%		50	%		50	%
Expected life		3.75 years			3 years			1 to 3 years
Dividends	$	0.00		$	0.00		$	0.00
Risk-free interest rate		4.93	%		3.73	%		2.31	%

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Prior to adopting SFAS No. 123R, we accounted for stock options using the intrinsic value method under APB No. 25 in which no compensation expense has been recognized for share-based compensation plans. Amounts we recognized in our financial statements during the three and six months ended June 30, 2006 and 2005 with respect to share-based compensation plans were as follows (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2006		2005		2006		2005
Compensation expense recognized on share-based plans before income tax benefit	$	229	$	—	$	461	$	—
Related income tax benefit recognized in the income statement		42		—		77		—
Cash received from stock option exercises		5,452		63		20,604		108
Excess tax benefit recorded for tax deductions resulting from the exercise of stock options		10,687		—		25,204		—
Tax benefit realized as reductions of estimated tax payments during the period		4,200		—		4,200		—

Additionally, SFAS No. 123R amends SFAS No. 95, “Statement of Cash Flows,” to require the excess tax benefits to be reported as a financing cash inflow rather than a reduction of taxes paid, which is included within operating cash flows. Accordingly, cash provided by operating activities decreased and cash provided by financing activities increased by $25.2 million related to excess tax benefits from stock-based awards. We realized $4.2 million of that amount as reductions of estimated income tax payments during the six months ended June 30, 2006.The excess tax benefits result from employees exercising non-qualified stock options and making disqualifying dispositions of shares acquired through their exercise of incentive stock options.

The application of SFAS No. 123R had the following effects on reported amounts relative to amounts that we would have reported using the intrinsic value method under APB No. 25 for the three and six months ended June 30, 2006 (in thousands, except per share data):

	Three Months Ended June 30, 2006						Six Months Ended June 30, 2006
	Following APB No. 25			After Effect of Adopting SFAS No. 123R			Following APB No. 25		After Effect of Adopting SFAS No. 123R
Income from operations	$	12,368		$	12,139		$	18,886	$	18,425
Income before income taxes		12,614			12,385			20,203		19,742
Net income		7,632			7,445			12,217		11,833
Earnings per common share:
Basic	$	0.21		$	0.21		$	0.34	$	0.33
Diluted	$	0.19		$	0.19		$	0.31	$	0.30
Net cash provided by (used in) operating activities	$	(2,134	)	$	(8,619	)	$	8,747	$	(12,255	)
Net cash provided by financing activities		5,313			11,798			4,518		25,520

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The following table presents the effects on net income and basic and diluted net income per common share had the Company adopted the fair value method of accounting for share-based compensation under SFAS No. 123 for the three and six months ended June 30, 2005 (in thousands, except per share data):

	Three Months Ended June 30, 2005		Six Months Ended June 30, 2005
Net income	$	4,381	$	7,075
Deduct: Total stock-based employee compensation expense determined under fair-value-based method, net of related tax expense		475		1,919
Pro forma net income		3,906		5,156
Less: Income allocated to Series A Senior Convertible Participating Preferred Stock		1,879		2,479
Pro forma net income attributable to common stock	$	2,027	$	2,677
Earnings per share:
As reported:
Basic	$	0.13	$	0.22
Diluted	$	0.12	$	0.20
Pro forma:
Basic	$	0.12	$	0.16
Diluted	$	0.11	$	0.15

Income Taxes

We account for income taxes pursuant to the provisions of Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes. Under this method, deferred tax assets and liabilities are recorded to reflect the future tax consequences attributable to the effects of differences between the carrying amounts of existing assets and liabilities for financial reporting and for income tax purposes. Judgments are required in determining the amount and probability of future taxable income, which in turn is critical to a determination of whether a valuation reserve against the deferred tax asset or liability is appropriate.

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Results of Operations

Three Months Ended June 30, 2006 Compared to Three Months Ended June 30, 2005

The following table shows certain income statement data as a percentage of revenue for the periods indicated (in thousands of dollars):

	Three Months Ended June 30, 2006			% of Total Revenue		Three Months Ended June 30, 2005			% of Total Revenue		Change
											Amount		%
Total Revenues	$	278,059		100.0	%	$	209,691		100.0	%	$	68,368	32.6	%
Costs of Services:
Interchange		204,541		73.6	%		153,134		73.0	%		51,407	33.6	%
Dues and assessments		10,226		3.7	%		7,899		3.8	%		2,327	29.5	%
Processing and servicing		29,611		10.6	%		22,532		10.7	%		7,079	31.4	%
Customer acquisition costs		8,323		3.0	%		7,400		3.5	%		923	12.5	%
Depreciation and amortization		1,438		0.5	%		1,326		0.6	%		112	8.4	%
Total costs of services		254,139		91.4	%		192,291		91.7	%		61,848	32.2	%
General and administrative		11,781		4.2	%		9,290		4.4	%		2,491	26.8	%
Total expenses		265,920		95.6	%		201,581		96.1	%		64,339	31.9	%
Income from operations		12,139		4.4	%		8,110		3.9	%		4,029	49.7	%
Other income (expense):
Interest income		453		0.2	%		111		0.1	%		342	308.1	%
Interest expense		(224	)	(0.1	)%		(538	)	(0.3	)%		314	(58.4	)%
Fair value adjustment for warrants with mandatory redemption provisions		—		—			(202	)	(0.1	)%		202	100.0	%
Other, net		17		—			(28	)	—			45	160.7	%
Total other income (expense)		246		0.1	%		(657	)	(0.3	)%		903	137.4	%
Income before income taxes		12,385		4.5	%		7,453		3.6	%		4,932	66.2	%
Provision for income taxes		4,940		1.8	%		3,072		1.5	%		1,868	60.8	%
Net income	$	7,445		2.7	%	$	4,381		2.1	%	$	3,064	69.9	%

Revenue. Total revenues increased 32.6% from $209.7 million for the three months ended June 30, 2005 to $278.1 million for the three months ended June 30, 2006, primarily as a result of a 31.1% increase in our gross processing revenue on bank card transactions from $207.6 million for the three months ended June 30, 2005 to $272.2 million for the three months ended June 30, 2006. Our processing volume for the three months ended June 30, 2006 increased 29.3% to $11.0 billion, compared to $8.5 billion for the three months ended June 30, 2005. The increases in gross processing revenue and processing volume were primarily attributable to a net increase in merchant accounts, with the number of bank card merchant accounts growing by approximately 23.0% from 101,500 as of June 30, 2005 to 124,800 as of June 30, 2006. The increase in new merchant accounts during this period was primarily the result of the growth in our sales force, combined with improved production from our existing sales force. The sales force grew by 16.3% from 920 as of June 30, 2005 to 1,070 as of June 30, 2006.

Total revenues also include payroll processing fees and equipment-related income. Payroll processing fees increased by 32.6% from $1.0 million for the three months ended June 30, 2005 to $1.3 million in for the three months ended June 30, 2006 primarily due to the increase in the number of payroll processing customers from 2,477 at June 30, 2005 to 3,482 at June 30, 2006.

Equipment-related income increased by $3.5 million, from $1.1 million for the three months ended June 30, 2005 to $4.6 million in for the three months ended June 30, 2006 primarily due to $1.3 million of revenues contributed by Debitek, which we acquired as of January 1, 2006, and the increase in the number of new card processing merchants installed.

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Costs of services. Costs of services increased 32.2% from $192.3 million for the three months ended June 30, 2005 to $254.1 million for the three months ended June 30, 2006, due primarily to an increase in interchange fees, which resulted from higher processing volume and increases in interchange fees charged by issuing banks. Costs of services represented 91.4% and 91.7% of total revenue in the three months ended June 30, 2006 and June 30, 2005, respectively.

Interchange fees increased 33.6% from $153.1 million for the three months ended June 30, 2005 to $204.5 million for the three months ended June 30, 2006 and represented 73.6% and 73.0% of total revenue for the three months ended June 30, 2006 and 2005, respectively. Interchange expense for the three months ended June 30, 2006 increased primarily due to higher processing volume. Interchange expense for the three months ended June 30, 2006 also included interchange adjustments we paid to our merchants resulting from our conversion to Passport. Dues and assessments increased 29.5% from $7.9 million for the three months ended June 30, 2005 to $10.2 million in for the three months ended June 30, 2006, also due to the increased processing volume. As a percentage of total revenue, dues and assessments declined from 3.8% for the three months ended June 30, 2005 to 3.7% for the three months ended June 30, 2006. Net revenue, which is defined as total revenues less interchange fees and dues and assessments, increased 30.1% from $48.7 million for the three months ended June 30, 2005 to $63.3 million for the three months ended June 30, 2006.

Processing and servicing expense for the three months ended June 30, 2006 increased by $7.1 million, or 31.4%, compared with the three months ended June 30, 2005, but as a percentage of total revenue decreased from 10.7% for the three months ended June 30, 2005 to 10.6% for the three months ended June 30, 2006. The increase in processing and servicing expense was due primarily to processing costs associated with increased processing volume, increases in the cost of bankcard terminals, prepaid card and stored value hardware deployed (including $0.9 million for the costs of Debitek equipment deployed), a $1.8 million increase in residual commission payments to our salespersons related to their portion of the growth in our gross margin, and increases in the costs of operating our service center, including the number of support personnel and depreciation and amortization. The increase in processing and servicing as a percentage of total revenue was mitigated by leveraging the lower costs of our internally developed processing systems, HPS Exchange – our front-end processing system, and to a lesser extent, Passport – our back-end processing system. Transactions processed on HPS Exchange represented approximately 62% of our total processing transactions during the three months ended June 30, 2006 compared to 53% during the three months ended June 30, 2005. We expect the increasing share of HPS Exchange in our total merchant base to continue in the future. As of May 1, 2006, our conversion to Passport was substantially complete and we were performing the back-end processing for approximately 97% of our merchants on Passport. We expect to fully realize the lower cost benefits of processing on Passport in future periods. Included in processing and servicing expense was $0.7 million of payroll processing costs in the three months ended June 30, 2006, which increased 110.2% from $0.3 million in the three months ended June 30, 2005.

Customer acquisition costs increased 12.5% from $7.4 million for the three months ended June 30, 2005 to $8.3 million for the three months ended June 30, 2006. The net amortization of signing bonuses increased from $3.4 million for the three months ended June 30, 2005 to $5.5 million for the three months ended June 30, 2006, while the amortization of capitalized customer deferred acquisition costs grew from $2.5 million for the three months ended June 30, 2005 to $3.3 million for the three months ended June 30, 2006. Increases in new merchant account installations and the related processing volume were primarily responsible for the increases in the amortization of both the capitalized customer deferred acquisition costs and signing bonuses.

Depreciation and amortization expenses increased 8.4% from $1.3 million for the three months ended June 30, 2005 to $1.4 million for the three months ended June 30, 2006. The increase was primarily due to the purchase of information technology equipment to support the network and the development of HPS Exchange and Passport, which is our own internally developed back-end processing system. Additionally, we capitalized salaries and fringe benefits and other expenses incurred by employees that worked on internally developed software projects. Amortization does not begin on the internally developed

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software until the project is complete and placed in service, at which time we begin to amortize the asset over three to five years. The amount capitalized increased from $410,000 for the three months ended June 30, 2005 to $461,000 for the three months ended June 30, 2006. The total amount of capitalized projects placed in service for the three months ended June 30, 2006 and 2005 was $888,000 and $415,000, respectively. Beginning January 1, 2006, depreciation and amortization expense associated with our service center was included in processing and servicing expense. For the three months ended June 30, 2006, service center-related depreciation and amortization expense was $0.3 million.

General and administrative. General and administrative expenses increased 26.8% from $9.3 million for the three months ended June 30, 2005 to $11.8 million for the three months ended June 30, 2006. The increase was primarily due to added costs necessary to continue building our corporate, information technology and marketing infrastructure to support our growth. This includes costs incurred in converting our merchants to Passport, our back-end processing system. As of May 1, 2006, our conversion to Passport was substantially complete with approximately 97% of our merchants processing on Passport.

Also contributing to the increase in general and administrative expenses for the three months ended June 30, 2006 was $335,000 for matching payroll tax expense related to gains employees realized on the exercise of non-qualified stock options, $520,000 of general and administrative expenses incurred by Debitek, and $229,000 for SFAS No. 123R compensation expense. General and administrative expenses as a percentage of total revenue declined from 4.4% for the three months ended June 30, 2005 to 4.2% for the three months ended June 30, 2006, as revenue growth outpaced the increase in expenses. Our payroll operation’s general and administrative expenses increased by 40.5% from $511,000 for the three months ended June 30, 2005 to $718,000 for the three months ended June 30, 2006.

Income from operations. For the reasons described above, income from operations improved from $8.1 million for the three months ended June 30, 2005 to $12.1 million for the three months ended June 30, 2006. Our operating margin, which is measured as operating income divided by net revenue, was 19.2% for the three months ended June 30, 2006, compared to 16.7% for the three months ended June 30, 2005.

Interest income. Interest income increased from $111,000 for the three months ended June 30, 2005 to $453,000 for the three months ended June 30, 2006, due primarily to an increase in the amount of cash available for investment and higher interest rates.

Interest expense. Interest expense decreased from $538,000 for the three months ended June 30, 2005 to $224,000 for the three months ended June 30, 2006. Most of our interest expense arises from the practice of having our sponsor bank advance interchange fees to most of our merchants. In August 2005, we began using a portion of our available cash to fund these advances. These advances to our merchants are funded first with our cash available for investment, then by incurring a payable to our sponsor bank when that cash has been expended. We pay the sponsor bank the prime rate on these payables. The payable to the sponsor bank is repaid at the beginning of the following month out of the fees we collect from our merchants. Interest expense for the three months ended June 30, 2005 also included $44,000 of interest expense recorded on a revolver advance facility and line of credit which we paid off in August 2005 using proceeds from our initial public offering.

Fair value adjustment for warrants with mandatory redemption provisions. We recognized expense of $202,000 during the three months ended June 30, 2005 to adjust the warrants’ carrying value to $11.00 per share, the estimated fair value on that date. The warrants were exercised on August 16, 2005.

Other, net. Other income of $17,000 was recorded in the three months ended June 30, 2006.

Income Tax. Income taxes for the three months ended June 30, 2006 were $4.9 million reflecting an effective tax rate of 39.9%. This represented a reduction from an effective tax rate of 41.2% for the three months ended June 30, 2005, which resulted in income tax expense of $3.1 million. The reduction in the effective tax rate was due to lower state and local income taxes in 2006 and the impact of the fair value adjustment for warrants included in the three months ended June 30, 2005.

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Net income. As a result of the above factors, net income increased from $4.4 million for the three months ended June 30, 2005 to $7.4 million for the three months ended June 30, 2006.

Six Months Ended June 30, 2006 Compared to Six Months Ended June 30, 2005

The following table shows certain income statement data as a percentage of revenue for the periods indicated (in thousands of dollars):

	Six Months Ended June 30, 2006			% of Total Revenue		Six Months Ended June 30, 2005			% of Total Revenue		Change
											Amount		%
Total Revenues	$	514,855		100.0	%	$	379,557		100.0	%	$	135,298	35.6	%
Costs of Services:
Interchange		376,770		73.2	%		275,550		72.6	%		101,220	36.7	%
Dues and assessments		18,812		3.7	%		14,314		3.8	%		4,498	31.4	%
Processing and servicing		57,762		11.2	%		42,353		11.2	%		15,409	36.4	%
Customer acquisition costs		16,495		3.2	%		13,241		3.5	%		3,254	24.6	%
Depreciation and amortization		2,801		0.5	%		2,609		0.7	%		192	7.4	%
Total costs of services		472,640		91.8	%		348,067		91.7	%		124,573	35.8	%
General and administrative		23,790		4.6	%		18,279		4.8	%		5,511	30.1	%
Total expenses		496,430		96.4	%		366,346		96.5	%		130,084	35.5	%
Income from operations		18,425		3.6	%		13,211		3.5	%		5,214	39.5	%
Other income (expense):
Interest income		830		0.2	%		183		—			647	353.6	%
Interest expense		(344	)	(0.1	)%		(973	)	(0.3	)%		629	(64.6	)%
Fair value adjustment for warrants with mandatory redemption provisions		—		—			(292	)	(0.1	)%		292	100.0	%
Other, net		831		0.2	%		7		—			824	nm
Total other income (expense)		1,317		0.3	%		(1,075	)	(0.3	)%		2,392	222.5	%
Income before income taxes		19,742		3.8	%		12,136		3.2	%		7,606	62.7	%
Provision for income taxes		7,909		1.5	%		5,061		1.3	%		2,848	56.3	%
Net income	$	11,833		2.3	%	$	7,075		1.9	%	$	4,758	67.3	%

Revenue. Total revenues increased 35.6% from $379.6 million for the six months ended June 30, 2005 to $514.9 million for the six months ended June 30, 2006, primarily as a result of a 33.9% increase in our gross processing revenue from $375.0 million for the six months ended June 30, 2005 to $502.3 million for the six months ended June 30, 2006. Our processing volume for the six months ended June 30, 2006 increased 31.5% to $20.2 billion, compared to $15.3 billion for the six months ended June 30, 2005. The increases in gross processing revenue and processing volume were primarily attributable to a net increase in merchant accounts, with the number of bank card merchant accounts growing by approximately 23.0% from 101,500 as of June 30, 2005 to 124,800 as of June 30, 2006. The increase in new merchant accounts during this period was primarily the result of the growth in our sales force, combined with improved production from our existing sales force. Gross processing revenue also increased as the result of passing the April 1, 2005 increases in interchange fees assessed by card issuing banks through to our merchants.

Total revenues also include payroll processing fees and equipment-related income. Payroll processing fees increased by 31.9% from $2.2 million for the six months ended June 30, 2005 to $2.9 million in for the six months ended June 30, 2006 primarily due to the increase in the number of payroll processing customers from 2,477 at June 30, 2005 to 3,482 at June 30, 2006.

Equipment-related income increased by $7.3 million, from $2.3 million for the six months ended June 30, 2005 to $9.6 million for the six months ended June 30, 2006, primarily due to $3.0 million of revenues contributed by Debitek, which we acquired as of January 1, 2006, and the increase in the number of new card processing merchants installed.

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Costs of services. Costs of services increased 35.8% from $348.1 million for the six months ended June 30, 2005 to $472.6 million for the six months ended June 30, 2006, due primarily to an increase in interchange fees, which resulted from higher processing volume. Costs of services represented 91.8% and 91.7% of total revenue in the six months ended June 30, 2006 and June 30, 2005, respectively.

Interchange fees increased 36.7% from $275.6 million for the six months ended June 30, 2005 to $376.8 million for the six months ended June 30, 2006 and represented 73.2% and 72.6% of total revenue for the six months ended June 30, 2006 and 2005, respectively. In addition to increasing due to higher processing volume and April 1, 2005 increases in interchange fees charged by issuing banks, interchange expense for the six months ended June 30, 2006 increased by $2.0 million for a first quarter of 2006 change in our estimate of the amount of on-line debit interchange expense we accrue. The change in estimate was based on new information which became available to us. Interchange expense for the six months ended June 30, 2006 also included interchange adjustments we paid to our merchants resulting from our conversion to Passport. Dues and assessments increased 31.4% from $14.3 million for the six months ended June 30, 2005 to $18.8 million in for the six months ended June 30, 2006 also due to the increased processing volume. As a percentage of total revenue, dues and assessments declined from 3.8% for the six months ended June 30, 2005 to 3.7% for the six months ended June 30, 2006. Net revenue, which is defined as total revenues less interchange fees and dues and assessments, increased 33.0% from $89.7 million for the six months ended June 30, 2005 to $119.3 million for the six months ended June 30, 2006.

Processing and servicing expense for the six months ended June 30, 2006 increased by $15.4 million, or 36.4%, compared with the six months ended June 30, 2005, but processing and servicing expense as a percentage of total revenue remained consistent at 11.2% for the six months ended June 30, 2006 and the six months ended June 30, 2005. The increase in processing and servicing expense was due primarily to processing costs associated with increased processing volume, increases in the cost of bankcard terminals, prepaid card and stored value hardware deployed (including $1.9 million for the costs of Debitek equipment deployed), a $3.4 million increase in residual commission payments to our salespersons related to their portion of the growth in our gross margin, and increases in the costs of operating our service center, including the number of support personnel and depreciation and amortization. The increase in processing and servicing as a percentage of total revenue for the six months ended June 30, 2006 was mitigated by leveraging the lower costs of our internally developed front-end processing system, HPS Exchange. Transactions processed on HPS Exchange represented approximately 60% of our total processing transactions during the six months ended June 30, 2006 compared to 52% during the six months ended June 30, 2005. We expect the increasing share of HPS Exchange in our total merchant base to continue in the future. As of May 1, 2006, our conversion to Passport was substantially complete and we were performing the back-end processing for approximately 97% of our merchants on Passport. We expect to realize the lower cost benefits of processing on Passport in future periods. Included in processing and servicing expense was $1.2 million of payroll processing costs in the six months ended June 30, 2006, which increased 77.4% from $0.7 million in the six months ended June 30, 2005.

Customer acquisition costs increased 24.6% from $13.2 million for the six months ended June 30, 2005 to $16.5 million for the six months ended June 30, 2006. The net amortization of signing bonuses increased from $6.7 million for the six months ended June 30, 2005 to $10.4 million for the six months ended June 30, 2006, while the amortization of capitalized customer deferred acquisition costs grew from $4.8 million for the six months ended June 30, 2005 to $6.4 million for the six months ended June 30, 2006. Increases in new merchant account installations and the related processing volume were primarily responsible for the increases in the amortization of both the capitalized customer deferred acquisition costs and signing bonuses.

Depreciation and amortization expenses increased 7.4% from $2.6 million for the six months ended June 30, 2005 to $2.8 million for the six months ended June 30, 2006. The increase was primarily due to the purchase of information technology equipment to support the network and the development of HPS Exchange and Passport, which is our own internally developed back-end processing system. Additionally, we capitalized salaries and fringe benefits and other expenses incurred by employees that

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worked on internally developed software projects. Amortization does not begin on the internally developed software until the project is complete and placed in service, at which time we begin to amortize the asset over three to five years. The amount capitalized increased from $0.8 million for the six months ended June 30, 2005 to $1.3 million for the six months ended June 30, 2006. The total amount of capitalized projects placed in service for the six months ended June 30, 2006 and 2005 was $1.3 million and $0.5 million, respectively. Beginning January 1, 2006, depreciation and amortization expense associated with our servicing center was included in processing and servicing expense. For the six months ended June 30, 2006, service center related depreciation and amortization expense was $0.7 million.

General and administrative. General and administrative expenses increased 30.1% from $18.3 million for the six months ended June 30, 2005 to $23.8 million for the six months ended June 30, 2006. The increase was primarily due to added costs necessary to continue building our corporate, information technology and marketing infrastructure to support our growth. This includes costs incurred in converting our merchants to Passport, our back-end processing system. As of May 1, 2006, 97% of our merchants were converted to Passport.

Also contributing to the increase in general and administrative expenses for the six months ended June 30, 2006 was $1.0 million for matching payroll tax expense related to gains employees realized on the exercise of non-qualified stock options, $1.2 million of general and administrative expenses incurred by Debitek, and $461,000 for SFAS No. 123R compensation expense. General and administrative expenses as a percentage of total revenue declined from 4.8% for the six months ended June 30, 2005 to 4.6% for the six months ended June 30, 2006, as revenue growth outpaced the increase in expenses. Our payroll operation’s general and administrative expenses increased by 49.4% from $966,000 for the six months ended June 30, 2005 to $1.4 million for the six months ended June 30, 2006.

Income from operations. For the reasons described above, income from operations improved from $13.2 million for the six months ended June 30, 2005 to $18.4 million for the six months ended June 30, 2006. Our operating margin, which is measured as operating income divided by net revenue, was 15.4% for the six months ended June 30, 2006, compared to 14.7% for the six months ended June 30, 2005. Our operating income and operating margin for the six months ended June 30, 2006 was unfavorably impacted by the $2.0 million recorded for the change in estimate of debit interchange expense; excluding that amount, our operating margin would have been 16.8% for the six months ended June 30, 2006.

Interest income. Interest income increased from $183,000 for the six months ended June 30, 2005 to $830,000 for the six months ended June 30, 2006, due primarily to an increase in the amount of cash available for investment and higher interest rates.

Interest expense. Interest expense decreased from $973,000 for the six months ended June 30, 2005 to $344,000 for the six months ended June 30, 2006. Most of our interest expense arises from the practice of having our sponsor bank advance interchange fees to most of our merchants. In August 2005, we began using a portion of our available cash to fund these advances. These advances to our merchants are funded first with our cash available for investment, then by incurring a payable to our sponsor bank when that cash has been expended. We pay the sponsor bank the prime rate on these payables. The payable to the sponsor bank is repaid at the beginning of the following month out of the fees we collect from our merchants. Interest expense for the six months ended June 30, 2005 also included $83,000 of interest expense recorded on a revolver advance facility and line of credit which we paid off in August 2005 using proceeds from our initial public offering.

Fair value adjustment for warrants with mandatory redemption provisions. We recognized expense of $292,000 during the six months ended June 30, 2005 to adjust the warrants’ carrying value to $11.00 per share, the estimated fair value on June 30, 2005. The warrants were exercised on August 16, 2005.

Other, net. Other income of $831,000 was recorded in the six months ended June 30, 2006 primarily reflecting a gain from the proceeds received from a legal settlement in the first quarter of 2006.

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Income Tax. Income taxes for the six months ended June 30, 2006 were $7.9 million reflecting an effective tax rate of 40.1%. This represented a reduction from an effective tax rate of 41.7% for the six months ended June 30, 2005, which resulted in income tax expense of $5.1 million. The reduction in the effective tax rate was due to lower state and local income taxes in 2006 and the impact of the fair value adjustment for warrants included in the six months ended June 30, 2005.

Net income. As a result of the above factors, net income increased from $7.1 million for the six months ended June 30, 2005 to $11.8 million for the six months ended June 30, 2006.

Balance Sheet Information

	June 30, 2006		December 31, 2005
	(in thousands)
Balance Sheet Data
Cash and cash equivalents	$	20,892	$	17,747
Receivables		100,859		93,756
Current tax asset		25,304		1,602
Capitalized customer acquisition costs, net		50,473		42,930
Property and equipment, net		20,880		17,661
Total assets		231,978		183,685
Due to sponsor bank		37,383		34,530
Accounts payable		28,060		25,339
Accrued buyout liability:
Current portion		10,949		10,478
Long-term portion		19,464		17,996
Total liabilities		114,004		103,634
Total stockholders’ equity		117,974		80,051

June 30, 2006 Compared to December 31, 2005

Total assets increased $48.3 million, or 26.3%, to $232.0 million at June 30, 2006 from $183.7 million at December 31, 2005 primarily due to increases in cash and cash equivalents, current tax assets, capitalized customer acquisition costs, receivables and property and equipment, net. Cash and cash equivalents increased by $3.1 million or 17.7% as the result of cash flow from operations (see “—Liquidity and Capital Resources — Cash Flow (Used In) Provided By Operating Activities” for more detail). Current tax assets increased $23.7 million primarily due to recognizing a current tax asset of $25.2 million during the six months ended June 30, 2006 reflecting tax benefits we will realize through reduced estimated current income tax payments we will make over the remainder of 2006 and by recovering the estimated tax payments we made during the six months ended June 30, 2006. These tax benefits reflect tax deductions which accrued to us as our employees exercised non-qualified stock options and made disqualifying dispositions of shares acquired through the exercise of incentive stock options during the six months ended June 30, 2006.

Receivables, which primarily result from our practice of advancing interchange fees to most of our merchants during the processing month and collecting those fees from our merchants at the beginning of the following month, increased $7.1 million, or 7.6%, to $100.9 million at June 30, 2006 from $93.8 million at December 31, 2005. This increase in receivables from merchants was primarily due the impact of an increase in June 2006 monthly processing volume over December 2005 monthly processing volume. For the month of June 2006, our processing volume was $3.8 billion, compared to processing volume of $3.2 billion during the month of December 2005. Partially offsetting the impact of higher processing volume on receivables was the repayment of receivables from December 31, 2005 related to transactions processed for those merchants we had converted to Passport as of December 31, 2005. In August 2005, we began using a portion of our available cash to fund the advances of interchange fees to our merchants. These advances to our merchants are funded first with our cash available for investment, then by incurring a payable to our sponsor bank when that cash has been expended. At June 30, 2006, we had used $37.2 million of our available cash to fund merchant advances. The amount due to our sponsor bank was $37.4 million at June 30, 2006 and $34.5 million at December 31, 2005. The payable to our sponsor bank is repaid at the beginning of the following month out of the fees we collect from our merchants.

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Capitalized customer acquisition costs increased $7.5 million, or 17.6%, from December 31, 2005 as a result of increases in the number of merchants we service. Property and equipment increased $3.2 million, or 18.2%, due to continued building of our technology infrastructure, primarily for hardware and software needed for the expansion of HPS Exchange and Passport.

Total stockholders’ equity increased $37.9 million from December 31, 2005 primarily due to tax benefits recorded in additional-paid-in capital related to employees’ exercise of stock options, which contributed $25.2 million, and our net income of $11.8 million recorded in the six months ended June 30, 2006. An increase in stockholders’ equity for proceeds received from the exercise of employee stock options, which amounted to $20.6 million, was mostly offset by the purchase of 873,900 treasury shares at a cost of $20.2 million.

Liquidity and Capital Resources

General. Liquidity and capital resource management is a process focused on providing the funding we need to meet our short and long-term cash and working capital needs. We have used our funding sources to build our merchant portfolio and our servicing technology platforms with the expectation that these investments will generate cash flows sufficient to cover our working capital needs and other anticipated needs for capital.

Our cash requirements include funding payments to salespersons for signing bonuses, residual commissions and accrued residual buyouts, paying interest expense and other operating expenses, including taxes, and investments in building our infrastructure. At times, we have used cash to repurchase our common stock. We could in the future use cash for other unspecified acquisitions of related businesses or assets.

In February 2006, we acquired Debitek, a prepaid card and stored-value card solutions provider, for a net cash payment of $3.5 million. The acquisition of Debitek provides us with a proven platform in the stored-value and prepaid cards market, particularly with respect to small-dollar payment applications. This acquisition is not expected to have a material impact on earnings in the near term.

Our cash needs are funded primarily by cash flow from our operating activities and our agreement with our sponsor bank to fund merchant advances. We believe that our current cash and investment balances, cash generated from operations and our agreement with our sponsor bank to fund merchant advances will provide sufficient liquidity to meet our anticipated needs for capital for at least the next twelve months, and currently anticipate no liquidity challenges over a longer term. Our working capital, defined as current assets less current liabilities, was positive at June 30, 2006 and December 31, 2005. Each funding source and use is described in more detail below.

At June 30, 2006, we had cash and cash equivalents totaling $20.9 million and at December 31, 2005, we had cash and cash equivalents totaling $17.7 million.

Cash Flow (Used in) Provided by Operating Activities. Net cash used in operating activities was $12.3 million for the six months ended June 30, 2006, compared to net cash provided by operating activities of $8.2 million for the six months ended June 30, 2005.

Our reported cash flow from operating activities was unfavorably impacted for the six months ended June 30, 2006 by the adoption of SFAS No. 123R and SFAS No. 95, Statement of Cash Flow, as amended. With the adoption of these statements, the amount of tax benefits in excess of the amount of SFAS No. 123R compensation cost recognized resulting from employees exercising non-qualified stock options and making disqualifying dispositions of shares acquired through their exercise of incentive stock options (referred to as “excess tax benefits” in this document), are classified as a cash inflow from financing activities on our Statement of Cash Flow and a cash outflow from operating activities. For the six months ended June 30, 2006, our operating cash flow was reduced by the classification of $25.2 million of excess tax benefits as cash inflow from financing activities.

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The following table presents the components of our cash flow from operating activities for the six months ended June 30, 2006, compared with the six months ended June 30, 2005. This table includes a breakout of the $25.2 million of excess tax benefits showing the $4.2 million portion of excess tax benefits which reduced actual estimated tax payments we made during the six months ended June 30, 2006. This $4.2 million reduction of estimated tax payments would have been classified as cash inflow from financing activities under the previous cash flow presentation requirements of APB No. 25. The table also shows the $21.0 million of excess tax benefits which are a current tax receivable as of June 30, 2006 and are expected to be realized as reductions of future period estimated tax payments. Before reducing our cash flows from operating activities for the $21.0 million current tax receivable, our cash flow from operations for the six months ended June 30, 2006 would have been a positive $8.7 million. This $8.7 million reflects the amount of cash flow from operating activities that we would have reported under the previous cash flow presentation requirements of APB No. 25.

	Six Months Ended June 30,
	2006			2005
Net income	$	11,833		$	7,075
Adjustments for non-cash items included in net income:
Amortization and depreciation		20,367			14,135
Stock-based compensation		461			—
Deferred taxes		(101	)		(638	)
Other non-cash items included in net income, net		—			325
Adjustments for changes in operating assets and liabilities:
Payment of signing bonuses, net		(15,955	)		(9,742	)
Payouts of accrued buyout liability		(6,144	)		(4,982	)
Excess tax benefits realized as reductions of actual estimated tax payments		(4,200	)(a)		—
Other changes in operating assets and liabilities, net		2,486			1,997
Cash flow from operating activities before deduction of the current receivable for excess tax benefits		8,747			8,170
Less:
Current receivable for excess tax benefits which are expected to be realized as reductions of future estimated tax payments		(21,002	)(a)		—
Net cash (used in) provided by operating activities	$	(12,255	)	$	8,170

(a) The combined $25.2 million of excess tax benefits realized as reductions of actual estimated tax payments plus the current receivable for excess tax benefits has been reported as a cash inflow from financing activities.

Key sources of operating cash flows were our net income as adjusted for deferred taxes, depreciation and amortization, and share-based compensation expense. Other major determinants of operating cash flow are net signing bonus payments, which consume increasing amounts of operating cash as our new merchant installation activity rises, and payouts on the accrued buyout liability, which represent the costs of buying out residual commissions owned by our salespersons. See “— Critical Accounting Estimates — Capitalized Customer Acquisition Costs” and “— Critical Accounting Estimates — Accrued Buyout liability” for more information. Net signing bonuses of $16.0 million and $9.7 million, respectively, were paid in the six months ended June 30, 2006 and 2005. In the six months ended June 30, 2006 and 2005, we reduced the accrued buyout liability by making buyout payments of $6.1 million and $5.0 million, respectively.

Contained within changes in operating assets and liabilities is the change in receivables, which is typically offset by changes in due to sponsor bank and accounts payable. This offset occurs because our largest receivable is from our merchants and is primarily associated with the practice of having our sponsor bank advance interchange fees to most of our merchants. This practice results in our largest operating payable, “due to sponsor bank.” In August 2005, we began using a portion of our available cash to fund the advances of interchange fees to our merchants, thereby using operating cash to pay down our payable to our sponsor bank. Advances to our merchants are funded first with our available cash, then by incurring a payable to our sponsor bank when that cash has been expended. The payable to the sponsor bank is repaid at the beginning of the following month out of the fees we collect from our merchants

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Cash Flow Used in Investing Activities. Net cash used in investing activities was $10.1 million for the six months ended June 30, 2006, compared to $6.0 million for the six months ended June 30, 2005. In January 2006, we made a $0.5 million strategic investment in convertible preferred stock issued by Parcxmart Technologies, Inc. (“Parcxmart”). This investment further solidifies our marketing alliance with Parcxmart under which we provide merchant acquirer services and offer bank card processing services to those merchants who use Parcxmart’s smart card payment system. In February 2006, we made a net cash payment of $3.5 million to acquire Debitek, Inc.

During each period, we used cash to fund capital expenditures. Total capital expenditures for the six months ended June 30, 2006 were $6.3 million, an increase of $0.6 million from the $5.7 million invested in the six months ended June 30, 2005. These expenditures were primarily related to the continued building of our technology infrastructure, primarily for hardware and software needed for the expansion of HPS Exchange and Passport. We anticipate that these expenditures may increase as we further develop our technology. In addition, our subsidiary, Heartland Payroll Company, has invested a portion of the cash balances it held in securities that are classified on our balance sheet as investments. We invest in federal, federal agency and corporate debt obligations with maturities of up to four years and no less than a Baa rating.

Cash Flow Provided By (Used in) Financing Activities. Net cash provided by financing activities was $25.5 million for the six months ended June 30, 2006. Net cash used in financing activities was $1.1 million for the six months ended June 30, 2005. Cash provided by financing activities during the six months ended June 30, 2006 was favorably impacted by the proceeds received from employees exercising stock options and from excess tax benefits. However, the cash proceeds received from the exercise of employee stock options were used to repurchase shares of our common stock.

During the six months ended June 30, 2006, employees exercised stock options generating cash in the aggregate amount of $20.6 million. During the six months ended June 30, 2005, employees exercised stock options generating cash of $108,000.

During the six months ended June 30, 2006, we reported as a financing cash inflow, $25.2 million of excess tax benefits resulting from employees exercising stock options. The $25.2 million was also reported as an operating cash outflow. However, only $4.2 million of the $25.2 million excess tax benefits was realized as a reduction of the estimated tax payments we made during the six months ended June 30, 2006. See “— Cash Flow (Used In) Provided By Operating Activities” for more detail.

Offsetting the cash provided from employees’ exercise of stock options during the six months ended June 30, 2006 was the use of $20.2 million of cash to repurchase 873,900 shares of our common stock. See “— Common Stock Repurchases” for more information.

During the six months ended June 30, 2006 and 2005, we paid down financing arrangements and borrowings in the amounts of $112,000 and $1.2 million, respectively.

Common Stock Repurchases. On January 13, 2006, our Board of Directors authorized management to repurchase up to the lesser of (a) 1,000,000 shares of our common stock or (b) $25,000,000 worth of our common stock in the open market.

On August 1, 2006, our board of directors authorized management to repurchase up to 1,000,000 shares of our common stock in the open market. This authorization is in addition to the 1,000,000 common shares which the board of directors had authorized on January 13, 2006. Under the January 13, 2006 authorization, we had repurchased 873,900 shares of our common stock during the six months ended June 30, 2006 at a cost of $20.2 million, or $23.09 per share. We intend to use these authorizations to repurchase shares opportunistically as a means of offsetting dilution from shares issued upon the exercise of options under employee benefit plans. We have no obligation to repurchase shares under the authorization, and the specific timing and amount of the stock repurchase will vary based on market conditions, securities law limitations and other factors. The stock repurchase will be executed utilizing our cash resources including the proceeds of stock options exercises.

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Dividends on Common Stock. On August 1, 2006, our board of directors declared an initial quarterly cash dividend of $0.025 per share of common stock, which will be payable on September 15, 2006 to stockholders of record as of August 25, 2006.

Contractual Obligations. The Visa and MasterCard associations generally allow chargebacks up to four months after the later of the date the transaction is processed or the delivery of the product or service to the cardholder. As the majority of our transactions involve the delivery of the product or service at the time of the transaction, a good estimate of our exposure to chargebacks is the last four months’ processing volume on our portfolio, which was $14.3 billion and $12.0 billion for the four months ended June 30, 2006 and December 31, 2005, respectively. However, for the four months ended June 30, 2006 and December 31, 2005, we were presented with $7.3 million and $6.6 million, respectively, of chargebacks by issuing banks. In the six months ended June 30, 2006 and the 2005 full year, we incurred merchant credit losses of $0.7 million and $1.2 million, respectively, on total dollar volume processed of $20.2 billion and $33.7 billion, respectively. These credit losses are included in processing and servicing expense in our consolidated statements of operations.

The following table reflects our significant contractual obligations as of June 30, 2006:

	Payments Due by Period
Contractual Obligations	Total		Less than 1 year		1 to 3 years		3 to 5 years		More than 5 years
	(in thousands)
Processing providers (a)	$	24,225	$	8,433	$	11,165	$	4,627	$	—
Financing arrangement (expected payments, including interest)		322		251		71		—		—
Telecommunications providers		5,291		3,503		1,788		—		—
Office and equipment leases		6,544		1,967		2,352		1,262		963
Land, construction and equipment (b)		3,037		2,926		111		—		—
	$	39,419	$	17,080	$	15,487	$	5,889	$	963

(a) We have agreements with several third-party processors to provide to us on a non-exclusive basis payment processing and transmittal, transaction authorization and data capture services, and access to various reporting tools. These third-party processors include TSYS Acquiring Solutions (formerly Vital Processing Services), KeyBank, N.A., First Data Corporation, Chase Paymentech Solutions and Global Payments, Inc. Our agreements with third-party processors require us to submit a minimum monthly number of transactions or volume for processing. If we submit a number of transactions or volume that is lower than the minimum, we are required to pay them the fees that they would have received if we had submitted the required minimum number or volume of transactions. We entered into a new contract with TSYS Acquiring Solutions, our main third party processor, on March 29, 2006.

(b) These amounts relate to contractual commitments we have for developing land and constructing our new Service Center in Jeffersonville, Indiana. Additional contractual commitments will be entered into as we progress with the development of this site. Through June 30, 2006, we have spent approximately $2.4 million of our cash on our new Service Center, including $1.7 million to acquire land, and over the next fifteen months we expect to spend approximately $20.0 million more on its development, including the contractual obligations in the above table. We are currently pursuing alternative credit facilities with several financial institutions for financing these development costs.

In addition, we record a payable to KeyBank each month in conjunction with our monthly processing activities. This amount was $37.4 million as of June 30, 2006. This amount is repaid on the first business day of the following month out of the fees collected from our merchants.

Legal and Regulatory Considerations

In the ordinary course of our business, we are party to various legal actions, which we believe are incidental to the operation of our business. We believe that the outcome of the proceedings to which we are currently a party will not have a material adverse effect on our financial position, results of operations or cash flows.

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Quantitative and Qualitative Disclosures About Market Risk

Our primary market risk exposure is to changes in interest rates. During each month, KeyBank advances interchange fees to most of our merchants so that during the month we apply a portion of our available cash to fund these advances and we build up a significant payable to KeyBank, bearing interest at the prime rate. At June 30, 2006, our payable to KeyBank was $37.4 million. This advance is repaid on the first business day of the following month out of fee collections from our merchants. During the quarter ended June 30, 2006 the average daily interest-bearing balance of that loan was approximately $10.5 million and was directly related to our processing volume. A hypothetical 100 basis point change in short-term interest rates would result in a change of approximately $105,000 in annual pre-tax income.

While the bulk of our cash and cash-equivalents are held in checking accounts or money market funds, we do hold certain fixed-income investments with maturities of up to three years. At June 30, 2006, a hypothetical 100 basis point increase in short-term interest rates would result in an increase of approximately $20,000 in annual pre-tax income from money market fund holdings, but a decrease in the value of fixed-rate investments of approximately $23,000. A hypothetical 100 basis point decrease in short-term interest rates would result in a decrease of approximately $20,000 in annual pre-tax income from money market funds, but an increase in the value of fixed-rate instruments of approximately $23,000.

We do not hold or engage in the trading of derivative financial, commodity or foreign exchange instruments. All of our business is conducted in U.S. dollars.

Office Facilities

Our principal executive offices are located in approximately 9,300 square feet of leased office space on Nassau Street in Princeton, New Jersey. This lease expires in May 2013. We also lease 15,940 square feet of office space in Cleveland, Ohio under a lease that expires on June 30, 2012, 7,000 square feet in Scottsdale, Arizona under a lease that expires on October 31, 2006, 57,000 square feet in Jeffersonville, Indiana under leases that expire between July 17, 2007 and April 30, 2009, and 16,759 square feet in Frisco, Texas under a lease that expires on October 31, 2008. Through an acquisition, we also occupy 9,461 square feet of office space in Chattanooga, Tennessee with a lease expiring on January 31, 2009. We believe that these facilities are adequate for our current operations. Each of these leases, other than the Frisco lease, is renewable. We will not be renewing the Scottsdale lease, because we expect to reduce our space requirements in that location to approximately 2,000 square feet.

Prior to October 2005, our principal executive offices were located in approximately 5,000 square feet of leased office space on Hulfish Street in Princeton, New Jersey. The Hulfish Street lease expires September 2007 and we are attempting to sublet that space.

Recent Accounting Pronouncements

In June 2006, the FASB issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109.” FIN No. 48 clarifies the accounting for the recognition and measurement of tax benefits associated with uncertain tax positions and defines criterion that an individual tax position must meet for any part of that position to be recognized or continue to be recognized in the financial statements. FIN No. 48 also adds disclosure requirements for the amounts of unrecognized tax benefits associated with uncertain tax positions. An uncertain tax position exists if it is unclear how a transaction will be treated under tax law. FIN No. 48 is effective for fiscal years beginning after December 15, 2006. We do not believe that the application of FIN No. 48 will have a material effect on our consolidated financial position, results of operations or cash flows.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations –Quantitative and Qualitative Disclosures About Market Risk” for these disclosures.

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Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of the Company’s management, including its Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), the Company evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based upon that evaluation, the CEO and CFO concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were effective and provided reasonable assurance that the information required to be disclosed by the Company in reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system will be met. In addition, the design of any control system is based, in part, upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control systems, there is only reasonable assurance that the Company’s controls will succeed in achieving their goals under all potential future conditions.

Changes in Internal Controls

During the quarter ended June 30, 2006, there has been no change in the Company’s internal controls over financial reporting (as defined in Rule 13 a-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, the Company’s internal controls over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

In the normal course of our business, we are involved in lawsuits, claims, audits and investigations, including any arising out of services or products provided by or to our operations, personal injury claims and employment disputes, the outcome of which, in the opinion of management, will not have a material adverse effect on our financial position, cash flows or results of operations.

Item 1A. Risk Factors

There have been no material changes in our Risk Factors as previously reported in our annual report on Form 10-K for the year ended December 31, 2005.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

(a) None

(b) Not applicable

(c) Purchases of Equity Securities

On January 13, 2006, our Board of Directors authorized management to repurchase up to the lesser of (a) 1,000,000 shares of our common stock or (b) $25,000,000 worth of our common stock in the open market. We intend to use the authorization to repurchase shares opportunistically as a means of offsetting dilution from shares issued upon the exercise of options under our employee benefit plans. We have no obligation to repurchase shares under the authorization, and the specific timing and amount of the common stock repurchase will vary based on market conditions, securities law limitations and other factors. The common stock repurchase will be executed utilizing our available cash resources including the proceeds we receive from the exercise of stock options. The following table presents information with respect to those purchases of our common stock made during the three months ended June 30, 2006:

	Total Number of Shares Purchased	Average Price Paid Per Share		Total number of shares purchased as part of publicly announced plans or programs		Maximum number (or approximate dollar value) of shares that may yet be purchased under the plans or programs
During the Month Ended:
April 30, 2006	—		—	—		—
May 31, 2006	144,600	$	27.31	144,600		138,800
June 30, 2006	12,700	$	26.50	12,700		126,100
Totals for the three months ended June 30, 2006	157,300	$	27.25	157,300	(a)

(a) Total number of shares purchased as part of a publicly announced plan, since the announcement of that plan, were 873,900 shares at an average price of $23.09 per share.

On August 1, 2006, our board of directors authorized management to repurchase up to 1,000,000 shares of our common stock in the open market. This authorization is in addition to the 1,000,000 common shares which the board of directors had authorized on January 13, 2006.

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Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Submission of Matters to a Vote of Security Holders

The following proposal was voted upon at the Company’s 2006 Annual Meeting of Stockholders held on May 15, 2006:

(a) To elect seven Directors to the Company’s Board of Directors for terms expiring at the 2007 Annual Meeting, or until their successors are duly elected and qualified as provided in the Company’s By-Laws.

The election of all seven Directors was approved at the annual meeting. The voting results were as follows:

Election of Directors:	Shares Voted For	Shares Withheld
Robert O. Carr	30,246,331	128,114
Scott L. Bok	30,300,286	74,159
Mitchell L. Hollin	30,211,999	162,446
Robert H. Niehaus	30,211,599	162,846
Marc J. Ostro, Ph.D	27,026,124	3,348,321
Jonathan J. Palmer	30,129,201	245,244
George F. Raymond	27,026,124	3,348,321

Item 5. Other Information

None

Item 6. Exhibits

Exhibit Number		Description
31.1		Certification of the Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of the Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of the Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Certification of the Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
*10.32	**	Form of Nonqualified Stock Option Agreement
*10.33	**	Letter Agreement dated May 8, 2006 between Heartland Payment Systems, Inc. and Michael C. Hammer concerning terms of employment.
*10.34	**	Form of Employee Confidential Information and Noncompetition Agreement entered into by each of Robert O. Carr, Robert H.B. Baldwin, Jr., Brooks L. Terrell and Sanford C. Brown with Heartland Payment Systems, Inc.
*10.35	**	Supplement No. I to Employee Confidential Information and Noncompetition Agreement by and between Robert H.B. Baldwin, Jr. and Heartland Payment Systems, Inc.
*10.36	**	Employee Confidential Information and Noncompetition Agreement entered into December 1, 2004 by and between Thomas M. Sheridan and Heartland Payment Systems, Inc.

* Filed herewith.

** Management contract or compensatory plan or arrangement.

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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 thereunto duly authorized.

Date: August 11, 2006

HEARTLAND PAYMENT SYSTEMS, INC.
(Registrant)
By:	/s/ Robert O. Carr
	Robert O. Carr
	Chief Executive Officer
	(Principal Executive Officer)
By:	/s/ Robert H.B. Baldwin, Jr.
	Robert H.B. Baldwin, Jr.
	Chief Financial Officer
	(Principal Financial Officer)

44

EXHIBIT INDEX

Exhibit Number		Description
31.1		Certification of the Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of the Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of the Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Certification of the Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
*10.32	**	Form of Nonqualified Stock Option Agreement
*10.33	**	Letter Agreement dated May 8, 2006 between Heartland Payment Systems, Inc. and Michael C. Hammer concerning terms of employment.
*10.34	**	Form of Employee Confidential Information and Noncompetition Agreement entered into by each of Robert O. Carr, Robert H.B. Baldwin, Jr., Brooks L. Terrell and Sanford C. Brown with Heartland Payment Systems, Inc.
*10.35	**	Supplement No. I to Employee Confidential Information and Noncompetition Agreement by and between Robert H.B. Baldwin, Jr. and Heartland Payment Systems, Inc.
*10.36	**	Employee Confidential Information and Noncompetition Agreement entered into December 1, 2004 by and between Thomas M. Sheridan and Heartland Payment Systems, Inc.

* Filed herewith.

** Management contract or compensatory plan or arrangement.

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EX-10.32

Exhibit 10.32

Option #: «Option_» «Date» $«Exercise Price»Name of Employee: «Name»

EMPLOYEE NONQUALIFIED STOCK OPTION AGREEMENT WITH OPTION VESTING

HEARTLAND PAYMENT SYSTEMS, INC.

SECOND AMENDED AND RESTATED 2000 EQUITY INCENTIVE PLAN

1. Grant of Option. Pursuant to the Second Amended and Restated 2000 Equity Incentive Plan (the “Plan”) of Heartland Payment Systems, Inc., a Delaware corporation (the “Company”), and its Subsidiaries, the Company grants to «Name» (the “Optionee”), an option to purchase from the Company a total of «Shares» full shares of common stock (“Common Stock”) of the Company, in the amounts, during the periods, and upon the terms and conditions set forth in this Agreement (the “Option” or “Agreement”). The Date of Grant of the Option is «Date». This Option is not intended to be an incentive stock option as defined in Section 422(b) of the Internal Revenue Code of 1986, as amended (the “Code”).

2. Incorporation by Reference of Plan. The provisions of the Plan, a copy of which is being furnished herewith to the Optionee, are incorporated by reference herein and shall govern as to all matters not expressly provided for in this Agreement. Capitalized terms not defined herein have the meaning set forth in the Plan. In the event of any conflict between the terms of this Agreement and the Plan, the terms of the Plan shall govern.

3. Option Price. The purchase price for the shares of Common Stock subject to the Option (the “Option Price”) shall be $«Exercise Price» per share (subject to adjustment as provided in Section 11).

4. Exercise of Option. The Option shall be vested and exercisable only in accordance with its provisions and those of the Plan. The Option shall not be exercisable after «Date».

5. Vesting of Option. [This Option is fully vested and exercisable.] or [Subject to the terms and conditions set forth herein and so long as you are employed by or in a service relationship with the Company, this Option shall vest and become exercisable by the Optionee before the Option expires pursuant to Section 4 or terminates pursuant to Sections 7 or 8 in accordance with the following schedule:

Date	Percentage of Total Options Exercisable
[Grant Date]	%
[1st Anniversary of Grant Date]	%
[2nd Anniversary of Grant Date]	%
[3rd Anniversary of Grant Date]	%

6. Method of Exercising Option. Subject to the terms and conditions of this Agreement and the Plan, the Option may be exercised in whole or in part (for whole Shares only) pursuant to the procedures set forth in Exhibit A attached hereto. As a condition to the exercise of the Option, Optionee agrees to make adequate provision for federal, state or other tax withholding obligations, if any, which arise upon the exercise of the Option pursuant to Section 12.5 of the Plan or the procedures set forth in Exhibit A attached hereto.

-1-

The Optionee shall not be entitled to any rights as a stockholder with respect to such shares of Common Stock being acquired pursuant to the exercise of the Option unless and until such certificates are issued or the Optionee becomes the holder of record of such shares. No adjustment shall be made for dividends or distributions or other rights for which the record date is prior to the date such certificate is issued or the date the Optionee becomes the holder of record of such shares.

In the event the Option shall be exercised by any person other than the Optionee, the notice of exercise of the Option shall be accompanied by proof satisfactory to the Committee of the right of such person to exercise the Option.

7. Death or Disability of the Optionee. As provided in Section 9.2 of the Plan, if the Optionee experiences a Termination of Service by reason of his death or Disability, the Option shall become fully and immediately vested and exercisable. The Option may be exercised by the Optionee’s estate or the Optionee, as the case may be, for a period of (i) one year from the date of death, or (ii) six months from a Termination of Service by reason of Disability, or until the expiration of the stated term of the Option, whichever period is shorter.

8. Other Termination of Service. If an Optionee experiences a Termination of Service for a reason other than his death or Disability, that portion of the Option that has not become vested and exercisable on or before such date of Termination of Service shall immediately be forfeited and canceled and become null and void. If such Termination of Service is due to voluntary resignation or involuntary dismissal, the Optionee may exercise that portion of the Option which became vested and exercisable prior to the date of such Termination of Service within the sooner to occur of (i) one month from the date of Termination of Service in the case of voluntary resignation or three months in the case of involuntary dismissal, or (ii) the end of the remaining stated term of the Option. Notwithstanding anything herein to the contrary, no part of the Option, whether or not vested and exercisable, shall be exercisable after the date of termination if the Termination of Service is by the Company or any Subsidiary for Cause.

9. Change in Control. If within eighteen months following a Change In Control, the Optionee experiences a Termination of Service by reason of an involuntary dismissal (including a termination as a result of death or Disability but excluding a termination for Cause), the Option shall immediately become vested and exercisable on the Optionee’s last date of employment with the Company.

10. Nontransferability of Options. Except as provided in this Section 10, or as permitted by the Committee, the Option shall not be assignable or transferable by the Optionee, and any attempted disposition thereof shall be null and void and of no effect. Nothing in this Section 10 shall prevent transfers by will, by the applicable laws of descent and distribution, or pursuant to a Domestic Relations Order. During the life of the Optionee, the Option shall be exercisable only by the Optionee or the Optionee’s guardian or legal representative.

11. Adjustment for Recapitalization, Etc. In accordance with Article IX of the Plan, in the event of any change in the outstanding Shares by reason of a stock dividend, split or combination, recapitalization, reclassification, reorganization, merger or consolidation in which the Company is the surviving corporation, or other similar change affecting the Common Stock, the Committee shall determine any changes to the number and class of Shares described in Section 1 of this Agreement. This adjustment shall be made without a change to the total price applicable to the unexercised portion of the Option (except for any change in the aggregate price resulting from

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rounding-off of share quantities or prices) and with any necessary corresponding adjustment in the per share Option Price described in Section 3 of this Agreement.

In the event of a transaction involving (i) a merger or consolidation in which the Company is not the surviving corporation or (ii) the sale or disposition of all or substantially all of the Company’s assets, provision shall be made in connection with such transaction for the assumption of the Option, or the substitution for the Option of new options of the successor corporation, with appropriate adjustment as to the number and kind of Shares and the purchase price for Shares thereunder, or, in the discretion of the Committee, the Option shall terminate on the effective date of such transaction and appropriate provision shall be made for payment to the Optionee of an amount in cash equal to the Fair Market Value of a Share less the Option Price, multiplied by the number of Shares subject to the Option (to the extent the Option has not been exercised).

12. Notices. All notices and other communications required or permitted under the Plan and this Agreement shall be in writing and shall be given either by (i) personal delivery or (ii) first class registered or certified mail, return receipt requested. Any such communication shall be deemed to have been given (i) on the date of receipt in the cases referred to in clause (i) of the preceding sentence and (ii) on the second day after the date of mailing in the cases referred to in clause (ii) of the preceding sentence. All such communications to the Company shall be addressed to it, to the attention of its Secretary or Treasurer, at its then principal office and to the Optionee at his last address appearing on the records of the Company.

13. Modification and Waiver. Neither this Agreement nor any provision hereof can be changed, modified, amended, discharged, terminated or waived orally or by any course of dealing or purported course of dealing, but only by an agreement in writing signed by the Optionee or his heirs and the Company. No such agreement shall extend to or affect any provision of this Agreement not expressly changed, modified, amended, discharged, terminated or waived or impair any right consequent on such a provision. The waiver of or failure to enforce any breach of this Agreement shall not be deemed to be a waiver or acquiescence in any other breach thereof.

14. Acceptance of Provisions. The execution of this Agreement by the Employee shall constitute the Employee’s acceptance of and agreement to all of the terms and conditions of the Plan and this Agreement. The Optionee hereby acknowledges that all decisions, determinations and interpretations of the Committee in respect to this Agreement shall be final and conclusive. This Agreement and the Plan contain a complete statement of all the arrangements between the parties with respect to this subject matter, and this Agreement cannot be changed except by a writing executed by both parties. This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey applicable to agreements made and to be performed exclusively in New Jersey. The headings in this Agreement are solely for convenience of reference and shall not affect its meaning or interpretation.

15. Copies of Plan Materials. Optionee acknowledges that Optionee has received copies of the Plan and the Plan prospectus from the Company and agrees to receive stockholder information, including copies of any annual report, proxy statement and periodic report, from the Company’s website at www.heartlandpaymentsystems.com then selecting “Investor Relations” and “SEC Filings.” Optionee acknowledges that copies of the Plan, Plan prospectus, Plan information and stockholder information are available upon written or telephonic request to Matthew Meler, 25115 Country Club Boulevard, Olmstead, Ohio 44070; telephone: (877) 729-2968.

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HEARTLAND PAYMENT SYSTEMS, INC.
By:
	Robert H.B. Baldwin Jr., Chief Financial Officer

OPTIONEE ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT, NOR IN THE COMPANY’S SECOND AMENDED AND RESTATED 2000 EQUITY INCENTIVE PLAN WHICH IS INCORPORATED HEREIN BY REFERENCE, SHALL CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT OR CONSULTANCY BY THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH THE COMPANY’S RIGHT TO TERMINATE OPTIONEE’S EMPLOYMENT OR CONSULTANCY AT ANY TIME, WITH OR WITHOUT CAUSE.

Optionee acknowledges receipt of a copy of the Plan document and represents that he is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. Optionee has reviewed the Plan and this Option in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option and fully understands all provisions of the Option. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan or this Option. Optionee further agrees to notify the Company upon any change in the residence address indicated below.

«Date»
	[Signature]
	«Name» «Address» «Town», «City_» «Zip»

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EX-10.33

Exhibit 10.33

May 8, 2006

Mr. Michael C. Hammer

9910 E. Desert Cove Ave.

Scottsdale, AZ 85260

Dear Mike:

This letter agreement (this “Letter Agreement”) is written in connection with our recent discussions regarding, and will confirm our understanding concerning, your resignation as Chief Operations Officer of Heartland Payment Systems, Inc. (the “Company”) and your continued employment pursuant to the terms of this letter. Reference in this letter is made to the Employee Confidential Information and Noncompetition Agreement dated November 26, 2001 between you and the Company (the “Noncompetition Agreement”), which is attached hereto as Exhibit A.

NOW THEREFORE, in exchange for good and valuable consideration, the sufficiency and receipt of which is hereby acknowledged, it is agreed as follows:

1. Pursuant to your resignation letter dated May 8, 2006, effective as of the date thereof, you will cease to be the Chief Operations Officer of the Company. You will continue as an employee of the Company for a period of one year from the date hereof with responsibility for the duties prescribed by Robert O. Carr. After such one year period, you will continue as an at-will employee of the Company. You will continue to be paid your current salary but will not be eligible for a bonus from the Company.

2. You and the Company hereby agree to terminate the Noncompetition Agreement in its entirety and notwithstanding anything to the contrary contained therein, it shall be of no further force or effect.

3. You understand and acknowledge that because of the confidential and sensitive nature of the information to which you will have access during the course of your employment with the Company, any unauthorized use, disclosure or misappropriation of such information will cause irreparable damage to the Company. In addition, you acknowledge that the Company has expended considerable resources to develop the confidential information and the relationships that the Company enjoys with its customers, suppliers, employees, officers and other agents, and these assets of the Company are critical to the business of the Company. You therefore agree that the restrictions contained herein are necessary to prevent even the inadvertent disclosure of this confidential information or the interference with these relationships and to protect the legitimate business interest of the Company and are reasonable in scope and content.

90 Nassau Street

Princeton, NJ 08542

Phone: 609-683-3831

Toll Free: 888-798-3131

Fax: 609-683-3815

Mr. Michael C. Hammer

May 8, 2006

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4. You hereby covenant with Company that, throughout the term of your employment by the Company, you will serve the Company’s best interests loyally and diligently. Throughout the course of employment by the Company, you will not disclose to any person, firm, corporation or entity (except when expressly authorized in writing by the Company) any information relating to the Company’s business, including, without limitation, merchant applications processing and credit underwriting software, merchant information systems, sales compensation and sales force automation software and systems, electronic payment transaction processing software, fraud and risk analysis systems, human resources and time and attendance information systems and software, payroll services information systems and payroll application processing software, sales policy documents, marketing communications materials, information relating to trade secrets, business methods, products, processes, procedures, development or experimental projects, suppliers, customer lists or the needs of customers or prospective customers, clients, etc., and you will not use such information for your own purpose or for the purpose of any person, firm, corporation or entity except the Company.

5. Upon termination of your employment with the Company, you shall deliver promptly to the Company all records, manuals, books, blank forms, documents, letters, memoranda, notes, notebooks, reports, data, tables, calculation or copies thereof that relate in any way to the business products, practices or techniques of the Company, including, but not limited to all documents that in whole or in part contain any trade secrets or confidential information of the Company, which in any of these cases are in his/her possession or under his/her control.

6. During the your employment with the Company, you will not (i) directly or indirectly engage in any business or activity which markets, sells or is developing products or services which compete with the products or services marketed, sold or being developed by the Company (such business or activity being hereinafter sometimes called a “Competing Business”), in any country, state, territory, region or other geographic area, whether in the United States or otherwise, in which, during your employment with the Company, the Company transacts business or sells or markets its products or services, whether such engagement by you shall be as an officer, principal, agent, director, owner, employer, partner, affiliate, consultant or other participant in any Competing Business, or (ii) assist others in engaging in any Competing Business in any manner described in the foregoing clause (i).

7. During your employment with the Company, you hereby covenant that you will not, directly or indirectly, solicit, entice or induce any Customer or Supplier (as both terms are defined in the Noncompetition Agreement) of the Company to (i) become a Customer or Supplier of any other person or entity engaged in any business activity that competes with any business conducted by the Company at any time during the period of your employment with the

Mr. Michael C. Hammer

May 8, 2006

Page 3

Company, or any business planned by the Company at any time during the period of your employment with the Company or (ii) cease doing business with the Company, and you agree that you will not assist any person or entity in taking any action described in the foregoing clauses (i) and (ii).

8. During your employment with the Company, you will not, directly or indirectly, induce other employees of the Company to terminate their employment with the Company or engage in any Competing Business.

9. You acknowledge and understand that the provisions contained in this Letter Agreement are of a special and unique nature, the loss of which cannot be accurately compensated for in damages by an action at law, and that the breach or threatened breach of the provisions contained in this Letter Agreement would cause the Company irreparable harm. In the event of a breach or threatened breach by you of the provisions in Section 4, 5, 6, 7, 8 or 9 hereof, the Company shall be entitled to but not limited to injunctive relief restraining you from such breach without posting any bond. Nothing herein contained shall be construed as prohibiting the Company from pursuing any other additional or alternative remedies available for any breach or threatened breach hereof, including but not limited to monetary damages.

Mr. Michael C. Hammer

May 8, 2006

Page 4

If the foregoing accurately sets forth our understandings, please so indicate by signing in the space provided below and returning one signed copy to me.

Very Truly Yours,
HEARTLAND PAYMENT SYSTEMS, INC.
By:	/s/ Robert H. B. Baldwin
	Name:	Robert H. B. Baldwin
	Title:	CFO

Accepted and agreed

this 8 day of May, 2006.

/s/ Michael C. Hammer

Michael C. Hammer

EX-10.34

EXHIBIT 10.34

EMPLOYEE CONFIDENTIAL INFORMATION

AND

NONCOMPETITION AGREEMENT

This Agreement is made and entered into on this ________ day of November, 2001, by and between __________, hereinafter “Employee,” and Heartland Payment Systems, Inc., a Delaware corporation (collectively with any and all current and future subsidiary and/or affiliate companies, the “Company”).

WHEREAS, Employee has established or desires to establish an employment relationship with the Company and may receive certain benefits including stock grants and options to be issued to Employee; and

WHEREAS, by reason of employment by Company, Employee will receive the value and advantage of confidential information and special training and skills, and the expert knowledge and experience of the contacts with other Company employees; and

WHEREAS, the granting of stock grants and options represents an advantage to Employee and was conditioned upon Employee entering into this Agreement.

NOW THEREFORE, in exchange for good and valuable consideration, the sufficiency and receipt of which is hereby acknowledged, it is agreed as follows:

Section 1. Scope of Agreement.

(a) This contract is not a contract of employment for any particular term. Employee’s employment by the Company is at will, unless otherwise agreed by the Company and Employee in writing.

(b) Severance policies and procedures are as set forth in the Employee Policy Manual of the Company; provided, that in the event of a conflict between this Agreement and the Employee Policy Manual, this Agreement shall govern.

Section 2. Severance and Bonuses.

(a) In consideration of the covenants by Employee contained below, in the event of a termination of Employee’s employment by action of the Company other than for Cause or Disability, the Employee will receive severance pay, in an amount equal to the base salary that would have been paid for a period of twelve (12) months payable in accordance with the Company’s regular payroll practices, plus medical benefits for such period; provided, that the Employee shall not be eligible to receive such severance pay unless such termination of employment occurs after the ninetieth (90th) day of the Employee’s employment by the Company. Medical benefit continuation during such severance period shall be counted against the benefit continuation period required under COBRA.

(b) In the event of a termination of Employee’s employment by action of the Company other than for Cause or in the event of termination of Employee’s employment by death of Employee, the Employee shall also be entitled to receive a pro rata portion (based on

the number of days of Employee’s employment during the fiscal quarter in which the Employee’s employment is terminated) of any bonus payment that would have been payable to him/her for that fiscal quarter if the Employee had been in the employ of the Company for the full fiscal quarter. If the Employee’s compensation arrangement did not contemplate a bonus payable on a quarterly basis, but instead contemplated a bonus paid on some longer fiscal period (such as a half-year or full year), then the pro rata bonus shall be computed based on the number of days of Employee’s employment during such longer fiscal period in which the Employee’s employment is terminated and the amount of the bonus payment that would have been payable to him/her for such longer fiscal period. No bonus will be payable to the Employee with respect to any bonus period commencing after the bonus period in which the Employee’s employment terminated.

(c) Cause. “Cause” means:

(i) The Employee has breached the provisions of Section 4, 5, 6 or 7 of this Agreement in any material respect;

(ii) The Employee has been convicted of, or plead guilty or no contest to, (A) fraud, misappropriation or embezzlement in connection with the Company’s business, or (B) a felony, and has failed to submit a resignation in accordance with Section 2(e) below; or

(iii) The Employee has breached his or her duties hereunder or failed to perform his or her duties as an officer or employee of the Company, if such breach or failure has not been cured within 30 days after receipt of written notice from the Company of such breach or failure.

Notwithstanding the foregoing, the Employee shall not be deemed to have been terminated for Cause pursuant to clause (i) above unless and until there shall have been delivered to the Employee (A) a notice of termination and (B) a copy of a resolution duly adopted by the Company finding that, after reasonable notice to the Employee and an opportunity to be heard, in the good faith opinion of the Board of Directors of the Company, the Employee has engaged in conduct constituting Cause for termination hereunder.

(d) Disability. “Disability” means any mental or physical condition that renders the Employee unable to perform the essential functions of his/her position, with or without reasonable accommodation, for a period in excess of six (6) months.

(e) If the Employee is ever convicted of, or pleads guilty or no contest to, any felony offense, then the Employee shall immediately tender a resignation from each and every position the Employee then holds with the Company (whether as officer, director, employee, consultant or otherwise).

Section 3. Employees’s Acknowledgments.

(a) The Employee understands and acknowledges that because of the confidential and sensitive nature of the information to which the Employee will have access during the course of his/her employment with the Company, any unauthorized use, disclosure or misappropriation of such information will cause irreparable damage to the Company.

2

(b) The Employee acknowledges that the Company has expended considerable resources to develop the confidential information and the relationships that the Company enjoys with its customers, suppliers, employees, officers and other agents, and these assets of the Company are critical to the business of the Company. The Employee agrees that the restrictions set forth below are necessary to prevent even the inadvertent disclosure of this confidential information or the interference with these relationships and to protect the legitimate business interests of the Company and are reasonable in scope and content.

Section 4. Protection of Information.

(a) The Employee hereby covenants with Company that, throughout the term of his/her employment by Company, Employee will serve Company’s best interests loyally and diligently. Throughout the course of employment by Company and thereafter, Employee will not disclose to any person, firm, corporation or entity (except when expressly authorized in writing by Company) any information relating to Company’s business, including, without limitation, merchant application processing and credit underwriting software, merchant information systems, sales compensation and sales force automation software and systems, electronic payment transaction processing software, fraud and risk analysis systems, human resources and time and attendance information systems and software, payroll services information systems and payroll application processing software, sales policy documents, marketing communications materials, information relating to trade secrets, business methods, products, processes, procedures, development or experimental projects, suppliers, customer lists or the needs of customers or prospective customers, clients, etc., and will not use such information for his/her own purpose or for the purpose of any person, firm, corporation or entity except the Company.

(b) Upon termination of his/her employment with the Company, the Employee shall deliver promptly to the Company all records, manuals, books, blank forms, documents, letters, memoranda, notes, notebooks, reports, data, tables, calculations or copies thereof that relate in any way to the business, products, practices or techniques of the Company, and all other property, trade secrets and confidential information of the Company, including, but not limited to, all documents that in whole or in part contain any trade secrets or confidential information of the Company, which in any of these cases are in his/her possession or under his/her control.

Section 5. Covenant Not to Compete.

(a) During the Restricted Period, Employee will not (i) directly or indirectly engage in any business or activity which markets, sells or is developing products or services which compete with the products or services marketed, sold or being developed by the Company at the time of such termination (such business or activity being hereinafter sometimes called a “Competing Business”), in any country, state, territory, region or other geographic area, whether in the United States or otherwise, in which, at the time the Employee becomes no longer employed by the Company, the Company transacts business or sells or markets its products or services, whether such engagement by the Employee shall be as an officer, principal, agent, director, owner, employee, partner, affiliate, consultant or other participant in any Competing Business, or (ii) assist others in engaging in any Competing Business in any manner described in the foregoing clause (i).

3

(b) The Employee understands that the foregoing restrictions may limit his/her ability to earn a livelihood in a business competitive to the business of the Company, but he/she nevertheless believes that he/she has received and will receive sufficient consideration and other benefits in connection with the Company’s issuance of certain stock and stock options to the Employee as well as other benefits to clearly justify such restrictions which, in any event (given his/her education, skills and ability), the Employee does not believe would prevent him/her/her from earning a living.

(c) “Restricted Period” shall mean (i) with respect to the Employee’s employment by or affiliation with a startup entity or other privately-held entity, the period commencing on the date hereof and ending on the last day of the twenty-fourth full calendar month following the Employee’s termination for any reason whatsoever including but not limited to involuntary termination (with or without Cause) and/or voluntary termination and (ii) with respect to the Employee’s employment by or affiliation with an entity other than a startup entity or other privately-held entity, the period commencing on the date hereof and ending on the last day of the twelfth full calendar month following the Employee’s termination for any reason whatsoever including but not limited to involuntary termination (with or without Cause) and/or voluntary termination; provided that the Restricted Period shall be extended by any amount of time that the Employee has failed to comply with his/her promises contained in this Section 5 of this Agreement

Section 6. Non Solicitation.

(a) During the period commencing on the date hereof and ending on the last day of the twelfth full calendar month following the Employee’s termination for any reason whatsoever including but not limited to involuntary termination (with or without Cause) and/or voluntary termination, Employee hereby covenants that he/she will not, directly or indirectly, solicit, entice or induce any Customer or Supplier (as defined below) of the Company to (i) become a Customer or Supplier of any other person or entity engaged in any business activity that competes with any business conducted by the Company at any time during the period of Employee’s employment with the Company, or any business planned by the Company at any time during the period of Employee’s employment with the Company or (ii) cease doing business with the Company, and Employee agrees that he/she will not assist any person or entity in taking any action described in the foregoing clauses (i) and (ii). For purposes of this Section 6, (A) a “Customer” of the Company means any person, corporation, partnership, trust, division, business unit, department or agency which, at the time of termination or within one year prior thereto, shall be or shall have been a customer, distributor or agent of the Company or shall be or shall have been contacted by the Company for the purpose of soliciting it to become a customer, distributor or agent of the Company; and (B) a “Supplier” of the Company means any person, corporation, partnership, trust, division, business unit, department or agency which, at the time of termination or within one year prior thereto, shall be or shall have been a supplier, vendor, manufacturer or developer for any product or service or significant component used in any product or service of the Company.

(b) During the period commencing on the date hereof and ending on the last day of the twenty-fourth full calendar month following the Employee’s termination for any reason whatsoever including but not limited to involuntary termination (with or without Cause) and/or

4

voluntary termination, the Employee will not, directly or indirectly, induce other employees of the Company to terminate their employment with the Company or engage in any Competing Business.

Section 7. Company Right to Inventions.

The Employee shall promptly disclose, grant and assign ownership to the Company for its sole use and benefit any and all inventions, improvements, technical information and suggestions relating in any way to the business of the Company (whether patentable or not), which he/she may develop, acquire, conceive or reduce to practice while employed by the Company (whether or not during usual working hours), together with all patent applications, letters patent, copyrights and reissues thereof that may at any time be granted for or upon any such invention, improvement or technical information. In connection therewith:

(a) The Employee shall without charge, but at the expense of the Company, promptly at all times hereafter execute and deliver such applications, assignments, descriptions and other instruments as may be necessary or proper in the opinion of the Company to vest title to any such inventions, improvements, technical information, patent applications, patents, copyrights or reissues thereof in the corporation and to enable it to obtain and maintain the entire right and title thereto throughout the world; and

(b) The Employee shall render to the Company at its expense (including a reasonable payment for the time involved in case he/she is not then in its employ) all such assistance as it may require in the prosecution of applications for said patents, copyrights or reissues thereof, in the prosecution or defense of interferences which may be declared involving any said applications, patents or copyrights and in any litigation in which the Company may be involved relating to any such patents, inventions, improvements or technical information.

Section 8. Remedies; Survival.

(a) The Employee acknowledges and understands that the provisions of this Agreement are of a special and unique nature, the loss of which cannot be accurately compensated for in damages by an action at law, and that the breach or threatened breach of the provisions of this Agreement would cause the Company irreparable harm. In the event of a breach or threatened breach by the Employee of the provisions in Section 4, 5, 6 or 7 hereof, the Company shall be entitled to but not limited to injunctive relief restraining him/her from such breach without posting any bond. Nothing herein contained shall be construed as prohibiting the Company from pursuing any other additional or alternative remedies available for any breach or threatened breach of this Agreement, including but not limited to monetary damages.

(b) Notwithstanding anything contained in the Agreement to the contrary, the provisions of Sections 4, 5, 6, 7 and this Section 8, shall survive the expiration or other termination of this Agreement or employment of the Employee by the Company until by their terms, such provisions are no longer operative.

5

Section 9. Other Agreements: Prohibition Against Use of Trade Secrets of Others.

(a) Employee represents and warrants to the Company that except for agreements set forth in Exhibit A attached hereto, if any, he/she is not a party to any agreement or other arrangement with any other corporation, partnership or entity relating to noncompetition with such entity or to non-disclosure of confidential and proprietary information of such entity or to other matters similar to the matters set forth in this Agreement.

(b) Employee represents, warrants and agrees that he/she can and will perform his/her duties for the Company without the unauthorized use of any confidential and/or proprietary information of others.

Section 10. General Provisions.

(a) This Agreement and any or all terms hereof may not be changed, waived, discharged, or terminated orally, but only by way of an instrument in writing executed by the Company and the Employee.

(b) This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey without regard to legal principles pertaining to conflict of laws.

(c) It is the desire and intent of the parties hereto that the provisions of this Agreement shall be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, to the extent that a restriction contained in this Agreement is more restrictive than permitted by the laws of any jurisdiction where this Agreement may be subject to review and interpretation, the terms of such restriction, for the purpose only of the operation of such restriction in such jurisdiction, shall be the maximum restriction allowed by the laws of such jurisdiction and such restriction shall be deemed to have been revised accordingly herein.

(d) Any suit, action or proceeding arising out of or relating to this Agreement shall be brought only in the Superior Court in the County of Bergen, New Jersey or the United States District Court for the District of New Jersey, and Employee hereby agrees and consents to the personal and exclusive jurisdiction of said courts over him or her as to all suits, actions and proceedings arising out of or relating to this Agreement, and Employee further waives any claim that such suit, action or proceeding is brought in an improper or inconvenient forum.

(e) If any portion of this Agreement shall be found to be invalid or contrary to public policy, the same may be modified or stricken by a Court of competent jurisdiction, to the extent necessary to allow the Court to enforce such provision in a manner which is as consistent with the original intent of the provision as possible. The striking or modification by the Court of any provision shall not have the effect of invalidating the Agreement as a whole.

(f) This Agreement constitutes the entire and exclusive agreement between Employee and Company pertaining to the subject matter thereof, and supersedes and replaces any and all earlier confidential information, invention and noncompetition agreements between Company and Employee and representations ‘and understandings of the parties with respect

6

thereto, without extinguishing whatsoever rights heretofore acquired by Company under any previous agreements.

(g) The Company may assign any of its rights under this Agreement to any successor entity to the Company, including, but not limited to, any entity formed by the Company to carry on the business of the Company.

IN WITNESS WHEREOF, the Agreement has been executed as aforesaid.

COMPANY:
HEARTLAND PAYMENT SYSTEMS, INC.
By:
	Name:
	Title:
EMPLOYEE:
By:
	Name:

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EX-10.35

EXHIBIT 10.35

SUPPLEMENT NO. I

EMPLOYEE CONFIDENTIAL INFORMATION

AND NONCOMPETITION AGREEMENT

This Supplement No. I (“Supplement”) is entered into as of December 23, 2002, by and between Robert H.B. Baldwin, Jr., an individual resident of the state of New Jersey (the “Employee”), and Heartland Payment Systems, Inc., a Delaware corporation (collectively with any and all current and future subsidiary and/or affiliate companies, the “Company”).

WITNESSETH:

WHEREAS, the Employee and the Company are parties to that certain Employee Confidential Information and Noncompetition Agreement (the “Existing Agreement”), dated as of November 29, 2001;

WHEREAS, both the Company and the Employee wish to supplement the Existing Agreement as more fully set forth herein.

NOW, THEREFORE, in consideration of the premises, the mutual agreements set forth below and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:

1. Definitions.

(a) Capitalized terms not defined herein shall have the meaning ascribed to them in the Existing Agreement.

(b) “Change in Control” shall mean the occurrence of any event whereby a person or persons other than the current holders of the Company’s common stock shall have the right to elect, appoint or designate a majority of the Company’s board of directors, regardless of whether such event occurs as a result of the sale, conversion or redemption of any of the Company’s securities or any contractual obligation of the Company and/or its shareholders.

(c) “Material Change” shall mean (i) a material adverse change in the Employee’s duties, responsibilities or authority from those as of the date hereof (or from those relating to any status or position to which the Employee may be promoted after the date hereof) or the assignment to the Employee of any duties, responsibilities or authority which are inconsistent with Employee’s status or position, or (ii) a material decrease in the Employee’s base salary, except for any such decrease which is effective as to all of the Company’s officers and does not disproportionately affect the Employee.

2. Constructive Termination. In the event that (i) (x) a Material Change occurs within twenty-four (24) months following a Change in Control, or (y) Robert O. Can is no longer the Company’s Chief Executive Officer and there is a change in the Employee’s place of business that is more than 50 miles from the Company’s present principal offices at 47 Hulfish Street, Princeton, New Jersey (a “Relocation”), and (ii) the Employee elects within three (3) months following such Material Change or Relocation to terminate his employment with the Company as a result thereof; the Employee’s employment by the Company shall be deemed to have been terminated by action of the Company other than for Cause (a “Constructive Termination”), and the Company shall pay to the Employee severance and a bonus payment in accordance with the terms of Section 2(a) and Section 2(b) of the Existing Agreement.

3. Rights Not Exclusive. The rights of the Employee to receive payment pursuant to the terms of this Supplement are in addition to any other rights to payments, compensation or benefits the Employee may have under any other agreement with the Company (including, without limitation, the Existing Agreement).

4. Governing Law. This Supplement shall be governed by and construed in accordance with the laws of the state of New Jersey without regard to legal principles pertaining to conflict of laws.

5. Supplement. Except as supplemented herein, the Existing Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, this Supplement No. 1 has been executed as aforesaid.

HEARTLAND PAYMENT SYSTEMS, INC.
By:	/s/ Robert O. Carr
	Robert O. Carr
	Chief Executive Officer
By:	/s/ Robert H.B. Baldwin, Jr.
	Robert H. B. Baldwin, Jr.

2

EX-10.36

EXHIBIT 10.36

EMPLOYEE CONFIDENTIAL INFORMATION

AND

NONCOMPETITION AGREEMENT

This Agreement is made and entered into on this 1st day of December, 2004 (the “Effective Date”), by and between Thomas Sheridan, hereinafter “Employee,” and Heartland Payment Systems, Inc., a Delaware corporation (collectively with any and all current and future subsidiary and/or affiliate companies, the “Company”).

WHEREAS, Employee has established an employment relationship with the Company and may receive certain benefits including stock grants and options to be issued to Employee; and

WHEREAS, by reason of employment by the Company, Employee will receive the value and advantage of confidential information and special training and skills, and the expert knowledge and experience of the contacts with other Company employees; and

WHEREAS, the granting of stock grants and options represents an advantage to Employee and was conditioned upon Employee entering into this Agreement.

NOW THEREFORE, in exchange for good and valuable consideration, the sufficiency and receipt of which is hereby acknowledged, it is agreed as follows:

Section 1. Scope of Agreement.

(a) This contract is not a contract of employment for any particular term. Employee’s employment by the Company is at will, unless otherwise agreed by the Company and Employee in writing.

(b) Severance policies and procedures are as set forth in the Employee Policy Manual of the Company; provided, that in the event of a conflict between this Agreement and the Employee Policy Manual, this Agreement shall govern.

Section 2. Severance and Bonuses.

(a) In consideration of the covenants by Employee contained below, in the event of a termination of Employee’s employment by action of the Company other than for Cause or Disability, the Employee will receive severance pay, in an amount equal to the base salary that would have been paid for a period of twelve (12) months payable in accordance with the Company’s regular payroll practices, plus medical benefits for such period; provided, that the Employee shall not be eligible to receive such severance pay unless such termination of employment occurs after the ninetieth (90th) day of the Employee’s employment by the Company. Medical benefit continuation during such severance period shall be counted against the benefit continuation period required under COBRA.

(b) In the event of a termination of Employee’s employment by action of the Company other than for Cause or in the event of termination of Employee’s employment by

death of Employee, the Employee shall also be entitled to receive a pro rata portion (based on the number of days of Employee’s employment during the fiscal quarter in which the Employee’s employment is terminated) of any bonus payment that would have been payable to him/her for that fiscal quarter if the Employee had been in the employ of the Company for the full fiscal quarter. If the Employee’s compensation arrangement did not contemplate a bonus payable on a quarterly basis, but instead contemplated a bonus paid on some longer fiscal period (such as a half-year or full year), then the pro rata bonus shall be computed based on the number of days of Employee’s employment during such longer fiscal period in which the Employee’s employment is terminated and the amount of the bonus payment that would have been payable to him/her for such longer fiscal period. No bonus will be payable to the Employee with respect to any bonus period commencing after the bonus period in which the Employee’s employment terminated.

(c) Cause. “Cause” means:

(i) The Employee has breached the provisions of Section 4, 5, 6 or 7 of this Agreement in any material respect;

(ii) The Employee has been convicted of, or plead guilty or no contest to, (A) fraud, misappropriation or embezzlement in connection with the Company’s business, or (B) a felony, and has failed to submit a resignation in accordance with Section 2(e) below; or

(iii) The Employee has breached his or her duties hereunder or failed to perform his or her duties as an officer or employee of the Company, if such breach or failure has not been cured within thirty (30) days after receipt of written notice from the Company of such breach or failure.

Notwithstanding the foregoing, the Employee shall not be deemed to have been terminated for Cause pursuant to clause (i) above unless and until there shall have been delivered to the Employee (A) a notice of termination and (B) a copy of a resolution duly adopted by the Board of Directors of the Company finding that, after reasonable notice to the Employee and an opportunity to be heard, in the good faith opinion of the Board of Directors of the Company, the Employee has engaged in conduct constituting Cause for termination hereunder.

(d) Disability. “Disability” means any mental or physical condition that renders the Employee unable to perform the essential functions of his/her position, with or without reasonable accommodation, for a period in excess of six (6) months.

(e) If the Employee is ever convicted of, or pleads guilty or no contest to, any felony offense, then the Employee shall immediately tender a resignation from each and every position the Employee then holds with the Company (whether as officer, director, employee, consultant or otherwise).

(f) Notwithstanding the foregoing, in the event of a termination of Employee’s employment between the Effective Date and the one (1) year anniversary thereof for any reason other than for fraud, misappropriation or embezzlement as set forth in Section 2(c)(ii)(A) hereof, then such stock options as shall equal 3,333 shares per month of employment

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or fraction thereof shall immediately vest and become exercisable for a period of six (6) months following the date of such termination, after which all such options will expire.

Section 3. Employees’s Acknowledgments.

(a) The Employee understands and acknowledges that because of the confidential and sensitive nature of the information to which the Employee will have access during the course of his/her employment with the Company, any unauthorized use, disclosure or misappropriation of such information will cause irreparable damage to the Company.

(b) The Employee acknowledges that the Company has expended considerable resources to develop the confidential information and the relationships that the Company enjoys with its customers, suppliers, employees, officers and other agents, and these assets of the Company are critical to the business of the Company. The Employee agrees that the restrictions set forth below are necessary to prevent even the inadvertent disclosure of this confidential information or the interference with these relationships and to protect the legitimate business interests of the Company and are reasonable in scope and content.

Section 4. Protection of Information.

(a) The Employee hereby covenants with Company that, throughout the term of his/her employment by the Company, Employee will serve Company’s best interests loyally and diligently. Throughout the course of employment by Company and thereafter, Employee will not disclose to any person, firm, corporation or entity (except when expressly authorized in writing by Company) any information relating to Company’s business, including, without limitation, merchant application processing and credit underwriting software, merchant information systems, sales compensation and sales force automation software and systems, electronic payment transaction processing software, fraud and risk analysis systems, human resources and time and attendance information systems and software, payroll services information systems and payroll application processing software, sales policy documents, marketing communications materials, information relating to trade secrets, business methods, products, processes, procedures, development or experimental projects, suppliers, customer lists or the needs of customers or prospective customers, clients, etc., and will not use such information for his/her own purpose or for the purpose of any person, firm, corporation or entity except the Company.

(b) Upon termination of his/her employment with the Company, the Employee shall deliver promptly to the Company all records, manuals, books, blank forms, documents, letters, memoranda, notes, notebooks, reports, data, tables, calculations or copies thereof that relate in any way to the business, products, practices or techniques of the Company, and all other property trade secrets and confidential information of the Company, including, but not limited to, all documents that in whole or in part contain any trade secrets or confidential information of the Company, which in any of these cases are in his/her possession or under his/her control.

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Section 5. Covenant Not to Compete.

(a) During the Restricted Period (as defined below), Employee will not (i) directly or indirectly engage in any business or activity which markets, sells or is developing products or services which compete with the products or services marketed, sold or being developed by the Company at the time of such termination (such business or activity being hereinafter sometimes called a “Competing Business”), in any country, state, territory, region or other geographic area, whether in the United States or otherwise, in which, at the time the Employee becomes no longer employed by the Company, the Company transacts business or sells or markets its products or services, whether such engagement by the Employee shall be as an officer, principal, agent, director, owner, employee, partner, affiliate, consultant or other participant in any Competing Business, or (ii) assist others in engaging in any Competing Business in any manner described in the foregoing clause (i).

(b) The Employee understands that the foregoing restrictions may limit his/her ability to earn a livelihood in a business competitive to the business of the Company, but he/she nevertheless believes that he/she has received and will receive sufficient consideration and other benefits in connection with the Company’s issuance of certain stock and stock options to the Employee as well as other benefits to clearly justify such restrictions which, in any event (given his/her education, skills and ability), the Employee does not believe would prevent him/her from earning a living.

(c) “Restricted Period” shall mean the period commencing on the date hereof and ending on the last day of the twelfth (12th) full calendar month following the Employee’s termination for any reason whatsoever including but not limited to involuntary termination (with or without Cause) and/or voluntary termination; provided that the Restricted Period shall be extended by any amount of time that the Employee has failed to comply with his/her promises contained in this Section 5 of this Agreement.

Section 6. Non Solicitation.

(a) During the period commencing on the date hereof and ending on the last day of the twelfth (12th) full calendar month following the Employee’s termination for any reason whatsoever including but not limited to involuntary termination (with or without Cause) and/or voluntary termination, Employee hereby covenants that he/she will not, directly or indirectly, solicit, entice or induce any Customer or Supplier (as defined below) of the Company to (i) become a Customer or Supplier of any other person or entity engaged in any business activity that competes with any business conducted by the Company at any time during the period of Employee’s employment with the Company, or any business planned by the Company at any time during the period of Employee’s employment with the Company or (ii) cease doing business with the Company, and Employee agrees that he/she will not assist any person or entity in taking any action described in the foregoing clauses (i) and (ii). For purposes of this Section 6, (A) a “Customer” of the Company means any person, corporation, partnership, trust, division, business unit, department or agency which, at the time of termination or within one year prior thereto, shall be or shall have been a customer, distributor or agent of the Company or shall be or shall have been contacted by the Company for the purpose of soliciting it to become a customer, distributor or agent of the Company; and (B) a “Supplier” of the Company means any person,

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corporation, partnership, trust, division, business unit, department or agency which, at the time of termination or within one year prior thereto, shall be or shall have been a supplier, vendor, manufacturer or developer for any product or service or significant component used in any product or service of the Company.

(b) During the period commencing on the date hereof and ending on the last day of the twenty-fourth (24th) full calendar month following the Employee’s termination for any reason whatsoever, including but not limited to involuntary termination (with or without Cause) and/or voluntary termination, the Employee will not, directly or indirectly, induce other employees of the Company to terminate their employment with the Company or engage in any Competing Business.

Section 7. Company Right to Inventions.

The Employee shall promptly disclose, grant and assign ownership to the Company for its sole use and benefit any and all inventions, improvements, technical information and suggestions relating in any way to the business of the Company (whether patentable or not), which he/she may develop, acquire, conceive or reduce to practice while employed by the Company (whether or not during usual working hours), together with all patent applications, letters patent, copyrights and reissues thereof that may at any time be granted for or upon any such invention, improvement or technical information. In connection therewith:

(a) The Employee shall without charge, but at the expense of the Company, promptly at all times hereafter execute and deliver such applications, assignments, descriptions and other instruments as may be necessary or proper in the opinion of the Company to vest title to any such inventions, improvements, technical information, patent applications, patents, copyrights or reissues thereof in the corporation and to enable it to obtain and maintain the entire right and title thereto throughout the world; and

(b) The Employee shall render to the Company at its expense (including a reasonable payment for the time involved in case he/she is not then in its employ) all such assistance as it may require in the prosecution of applications for said parents, copyrights or reissues thereof, in the prosecution or defense of interferences which may be declared involving any said applications, patents or copyrights and in any litigation in which the Company may be involved relating to any such patents, inventions, improvements or technical information.

Section 8. Constructive Termination.

(a) Change in Control. “Change in Control” shall mean the occurrence of any event whereby a person or persons other than the current holders of the Company’s capital stock shall have the right to elect, appoint or designate a majority of the Company’s board of directors, regardless of whether such event occurs as a result of the sale, conversion or redemption of any of the Company’s securities or any contractual obligation of the Company and/or its shareholders.

(b) Material Change. “Material Change” shall mean (i) a material adverse change in the Employee’s duties, responsibilities or authority from those as of the date hereof (or from those relating to any status or position to which the Employee may be promoted after the

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date hereof) or the assignment to the Employee of any duties, responsibilities or authority which are inconsistent with Employee’s status or position, or (ii) a material decrease in the Employee’s base salary, except for any such decrease which is effective as to all of the Company’s officers and does not disproportionately affect the Employee.

(c) In the event that (i) (x) a Material Change occurs within twenty-four (24) months following a Change in Control, or (y) Robert O. Carr is no longer the Company’s Chief Executive Officer for any reason (“Change of CEO”), and (ii) the Employee elects within three (3) months following such Material Change or Change of CEO to terminate his employment with the Company as a result thereof, then (A) the Employee’s employment by the Company shall be deemed to have been terminated by action of the Company other than for Cause, (B) the Company shall pay to the Employee severance and a bonus payment in accordance with the terms of Section 2(a) and Section 2(b) of the Agreement and (C) all stock options granted to Employee by the Company shall immediately vest and become exercisable for a period of six (6) months following the date of such termination.

Section 9. Remedies; Survival.

(a) The Employee acknowledges and understands that the provisions of this Agreement are of a special and unique nature, the loss of which cannot be accurately compensated for in damages by an action at law, and that the breach or threatened breach of the provisions of this Agreement would cause the Company irreparable harm. In the event of a breach or threatened breach by the Employee of the provisions in Section 4, 5, 6 or 7 hereof, the Company shall be entitled to but not limited to injunctive relief restraining him/her from such breach without posting any bond. Nothing herein contained shall be construed as prohibiting the Company from pursuing any other additional or alternative remedies available for any breach or threatened breach of this Agreement, including but not limited to monetary damages.

(b) Notwithstanding anything contained in the Agreement to the contrary, the provisions of Sections 4, 5, 6, 7 and this Section 9, shall survive the expiration or other termination of this Agreement or employment of the Employee by the Company until by their terms, such provisions are no longer operative.

Section 10. Other Agreements: Prohibition Against Use of Trade Secrets of Others.

(a) Employee represents and warrants to the Company that except for agreements set forth in Exhibit A attached hereto, if any, he/she is not a party to any agreement or other arrangement with any other corporation, partnership or entity relating to noncompetition with such entity or to non-disclosure of confidential and proprietary information of such entity or to other matters similar to the matters set forth in this Agreement.

(b) Employee represents, warrants and agrees that he/she can and will perform his/her duties for the Company without the unauthorized use of any confidential and/or proprietary information of others.

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Section 11. General Provisions.

(a) This Agreement and my or all terms hereof may not be changed, waived, discharged, or terminated orally, but only by way of an instrument in writing executed by the Company and the Employee.

(b) This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey without regard to legal principles pertaining to conflict of laws.

(c) It is the desire and intent of the parties hereto that the provisions of this Agreement shall be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, to the extent that a restriction contained in this Agreement is more restrictive than permitted by the laws of any jurisdiction where this Agreement may be subject to review and interpretation, the terms of such restriction, for the purpose only of the operation of such restriction in such jurisdiction, shall be the maximum restriction allowed by the laws of such jurisdiction and such restriction shall be deemed to have been revised accordingly herein.

(d) Any suit, action or proceeding arising out of or relating to this Agreement shall be brought only in the Superior Court in the County of Bergen, New Jersey or the United States District Court for the District of New Jersey, and Employee hereby agrees and consents to the personal and exclusive jurisdiction of said courts over him or her as to all suits, actions and proceedings arising out of or relating to this Agreement, and Employee further waives any claim that such suit, action or proceeding is brought in an improper or inconvenient forum.

(e) If any portion of this Agreement shall be found to be invalid or contrary to public policy, the same may be modified or stricken by a Court of competent jurisdiction, to the extent necessary to allow the Court to enforce such provision in a manner which is as consistent with the original intent of the provision as possible. The striking or modification by the Court of any provision shall not have the effect of invalidating the Agreement as a whole.

(f) This Agreement constitutes the entire and exclusive agreement between Employee and Company pertaining to the subject matter thereof, and supersedes and replaces any and all earlier confidential information, invention and noncompetition agreements between Company and Employee and representations and understandings of the parties with respect thereto, without extinguishing whatsoever rights heretofore acquired by Company under any previous agreements.

(g) The Company may assign any of its rights under this Agreement to any successor entity to the Company, including, but not limited to, any entity formed by the Company to carry on the business of the Company.

[SIGNATURES APPEAR ON NEXT PAGE]

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IN WITNESS WHEREOF, the Agreement has been executed as aforesaid.

COMPANY
HEARTLAND PAYMENT SYSTEMS, INC.
By:	/s/ Robert O. Carr
	Name:	Robert O. Carr
	Title:	Chief Executive Officer
EMPLOYEE:
By:	/s/ Thomas Sheridan
	Name:	Thomas Sheridan

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EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a), AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Robert O. Carr, certify that:

1. I have reviewed this quarterly report on Form 10-Q for the quarter ended June 30, 2006 of Heartland Payment Systems, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. [Paragraph omitted pursuant to SEC Release 33-8238];

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 11, 2006

/s/ Robert O. Carr

Robert O. Carr

Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a), AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Robert H.B. Baldwin, Jr., certify that:

1. I have reviewed this quarterly report on Form 10-Q for the quarter ended June 30, 2006 of Heartland Payment Systems, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. [Paragraph omitted pursuant to SEC Release 33-8238];

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 11, 2006

/s/ Robert H.B. Baldwin, Jr.

Robert H.B. Baldwin, Jr.

Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Heartland Payment Systems, Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2006 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Robert O. Carr, Chief Executive Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 11, 2006

/s/ Robert O. Carr

Robert O. Carr

Chief Executive Officer

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Heartland Payment Systems, Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2006 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Robert H.B. Baldwin, Jr., Chief Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 11, 2006

/s/ Robert H.B. Baldwin, Jr.

Robert H.B. Baldwin, Jr.

Chief Financial Officer