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Segment Information
6 Months Ended 12 Months Ended
Jun. 30, 2013
Dec. 31, 2012
Segment Reporting [Abstract]    
Segment Information

Note 12—Segment Information

The Company operates in three business segments: merchant acquiring, payment processing and business solutions.

The merchant acquiring segment consists of revenues from services that allow merchants to accept electronic methods of payment. In the merchant acquiring segment, revenues include a discount fee and membership fees charged to merchants, debit network fees and rental fees from POS devices and other equipment, net of credit card interchange and assessment fees charged by credit cards associations (such as VISA or MasterCard) or payment networks. The discount fee is generally a percentage of the transaction value. We also charge merchants for other services that are unrelated to the number of transactions or the transaction value.

The payment processing segment revenues are comprised of revenues related to providing access to the ATH network and other card networks to financial institutions, including related services such as authorization, processing, management and recording of ATM and POS transactions, and ATM management and monitoring. Payment processing revenues also include revenues from card processing services (such as credit and debit card processing, authorization and settlement and fraud monitoring and control to debit or credit issuers), payment processing services (such as payment and billing products for merchants, businesses and financial institutions) and electronic benefit transfer (“EBT”) (which principally consist of services to the government of Puerto Rico for the delivery of benefits to participants).

For ATH network and processing services, revenues are primarily driven by the number of transactions processed. Revenues are derived primarily from network fees, transaction switching and processing fees, and the leasing POS devices. For card issuer processing, revenues are primarily dependent upon the number of cardholder accounts on file, transactions and authorizations processed, the number of cards embossed and other processing services. For EBT services, revenues are primarily derived from the number of beneficiaries on file.

The business solutions segment consist of revenues from a full suite of business process management solutions in various product areas such as core bank processing, network hosting and management, IT professional services, business process outsourcing, item processing, cash processing, and fulfillment. Core bank processing and network services revenues are derived in part from a recurrent fee and from fees based on the number of accounts on file (i.e. savings or checking accounts, loans, etc) or computer resources utilized. Revenues from other processing services within the business solutions segment are generally volume-based and depend on factors such as the number of accounts processed. In addition, we are a reseller of hardware and software products and these resale transactions are generally one-time transactions.

The Company’s business segments are organized based on the nature of products and services. The Chief Operating Decision Maker (“CODM”) reviews their separate financial information to assess performance and to allocate resources.

Management evaluates the operating results of each of its reportable segments based upon revenues and operating income. Segment asset disclosure is not used by the CODM as a measure of segment performance since the segment evaluation is driven by earnings. As such, segment assets are not disclosed in the notes to the accompanying unaudited consolidated financial statements.

The following tables set forth information about the Company’s operations by its three business segments for the periods indicated:

(Dollar amounts in thousands) Merchant
acquiring, net
Payment
processing
Business
solutions
Other Total

Three months ended June 30, 2013

Revenues

18,165 30,603 46,725 (6,318 )(1) 89,175

Income from operations

8,161 11,719 8,784 (11,726 )(2) 16,938

Three months ended June 30, 2012

Revenues

17,028 29,019 43,541 (5,216 )(1) 84,372

Income from operations

7,970 12,756 8,870 (11,362 )(2) 18,234

(1) Represents the elimination of intersegment revenues for services provided by the payment processing segment to the merchant acquiring segment, and other miscellaneous intersegment revenues.
(2) Primarily represents non-operating depreciation and amortization expenses generated as a result of the Merger and certain non-recurring fees and expenses.

(Dollar amounts in thousands) Merchant
acquiring, net
Payment
processing
Business
solutions
Other Total

Six months ended June 30, 2013

Revenues

35,624 59,826 92,493 (11,429 )(1) 176,514

Income from operations

17,395 25,270 19,318 (24,646 )(2) 37,337

Six months ended June 30, 2012

Revenues

34,689 57,248 85,469 (10,546 )(1) 166,860

Income from operations

16,511 25,065 17,950 (23,454 )(2) 36,072

(1) Represents the elimination of intersegment revenues for services provided by the payment processing segment to the merchant acquiring segment, and other miscellaneous intersegment revenues.
(2) Primarily represents non-operating depreciation and amortization expenses generated as a result of the Merger and certain non-recurring fees and expenses.

The reconciliation of income from operations to consolidated net income for the three and six months ended June 30, 2013 and 2012 is as follows:

Three months ended June 30, Six months ended June 30,
(Dollar amounts in thousands) 2013 2012 2013 2012

Segment income from operations

Merchant acquiring

$ 8,161 $ 7,970 $ 17,395 $ 16,511

Payment processing

11,719 12,756 25,270 25,065

Business solutions

8,784 8,870 19,318 17,950

Total segment income from operations

28,664 29,596 61,983 59,526

Merger related depreciation and amortization and other unallocated expenses(1)

(11,726 ) (11,362 ) (24,646 ) (23,454 )

Income from operations

$ 16,938 $ 18,234 $ 37,337 $ 36,072

Interest expense, net

(9,698 ) (13,177 ) (24,918 ) (24,231 )

Earnings of equity method investment

348 509 625 575

Other expenses

(77,535 ) (8,397 ) (77,468 ) (10,657 )

Income tax benefit (expense)

5,012 798 4,961 (258 )

Net (loss) income

$ (64,935 ) $ (2,033 ) $ (59,463 ) $ 1,501

(1) Primarily represents non-operating depreciation and amortization expenses generated as a result of the Merger and certain non-recurring fees and expenses.

Note 21—Segment Information

The Company operates in three business segments: merchant acquiring, payment processing and business solutions.

The merchant acquiring segment consists of revenues from services that allow merchants to accept electronic methods of payment. In the merchant acquiring segment, revenues include a discount fee and membership fees charged to merchants, debit network fees and rental income from point-of-sale (“POS”) devices and other equipment, net of credit card interchange and assessment fees charged by credit cards associations (such as VISA or MasterCard) or payment networks. The discount fee is generally a percentage of the transaction value. We also charge merchants for other services that are unrelated to the number of transactions or the transaction value.

The payment processing segment revenues are comprised of revenues related to providing access to the ATH network and other card networks to financial institutions, including related services such as authorization, processing, management and recording of ATM and POS transactions, and ATM management and monitoring. Payment processing revenues also include revenues from card processing services (such as credit and debit card processing, authorization and settlement and fraud monitoring and control to debit or credit issuers), payment processing services (such as payment and billing products for merchants, businesses and financial institutions) and electronic benefit transfer (“EBT”) (which principally consist of services to the Puerto Rico government for the delivery of government benefits to participants).

For ATH network and processing services, revenues are primarily driven by the number of transactions processed. Revenues are derived primarily from network fees, transaction switching and processing fees, and the selling and leasing POS devices. For card issuer processing, revenues are primarily dependent upon the number of cardholder accounts on file, transactions and authorizations processed, the number of cards embossed and other processing services. For EBT services, revenues are primarily derived from the number of beneficiaries on file.

In September 2012, the Company renamed the transaction processing segment to payment processing segment. The change of name does not constitute a change in the segment composition.

The business solutions segment consist of revenues from a full suite of business process management solutions in various product areas such as core bank processing, network hosting and management, IT professional services, business process outsourcing, item processing, cash processing, and fulfillment. Core bank processing and network services revenues are derived in part from a recurrent fee and from fees based on the number of accounts on file (i.e. savings or checking accounts, loans, etc) or computer resources utilized. Revenues from other processing services within the business solutions segment are generally volume-based and depend on factors such as the number of accounts processed.

 

The Company’s business segments are organized based on the nature of products and services. The Chief Operating Decision Maker (“CODM”) reviews their separate financial information to assess performance and to allocate resources.

Management evaluates the operating results of each of its reportable segments based upon revenues and operating income. Segment asset disclosure is not used by the CODM as a measure of segment performance since the segment evaluation is driven by earnings. As such, segment assets are not disclosed in the notes to the accompanying consolidated and combined financial statements.

The following tables set forth information about the Company’s operations by its three business segments for the periods indicated:

 

(Dollar amounts in thousands)    Merchant
acquiring, net
     Payment
processing
     Business
solutions
     Other     Total  

Year ended December 31, 2012

             

Revenues

   $ 69,591       $ 116,019       $ 177,292       $ (21,218 )(1)    $ 341,684   

Income from operations

     33,836         53,682         39,845         (47,717 )(2)      79,646   

Year ended December 31, 2011

             

Revenues

     61,997         105,184         173,434         (19,493 )(1)      321,122   

Income from operations

     30,258         45,031         36,690         (49,464 )(2)      62,515   

 

(1) Represents the elimination of intersegment revenues for services provided by the payment processing segment to the merchant acquiring segment, and other miscellaneous intersegment revenues.
(2) Represents certain incremental depreciation and amortization expenses generated as a result of the Merger non-recurring compensation and benefits expenses and professional fees.

The reconciliation of income from operations to consolidated net income is as follows:

 

     Years ended December 31,  
(Dollar amounts in thousands)    2012     2011  

Segment income from operations

    

Merchant acquiring

   $ 33,836      $ 30,258   

Payment processing

     53,682        45,031   

Business solutions

     39,845        36,690   
  

 

 

   

 

 

 

Total segment income from operations

     127,363        111,979   

Merger related depreciation and amortization and other unallocated expenses(1)

     (47,717     (49,464
  

 

 

   

 

 

 

Income from operations

   $ 79,646      $ 62,515   
  

 

 

   

 

 

 

Interest expense, net

     (54,011     (50,160

Earnings of equity method investment

     564        833   

Other expenses

     (8,491     (18,201

Income tax benefit

     59,658        29,227   
  

 

 

   

 

 

 

Net income

   $ 77,366      $ 24,214   
  

 

 

   

 

 

 

 

(1) Represents certain incremental depreciation and amortization expenses generated as a result of the Merger non-recurring compensation and benefits expenses and professional fees.

 

The geographic segment information below is classified based on the geographic location of the Company’s subsidiaries:

 

     Years ended December 31,  
(Dollar amounts in thousands)    2012      2011  

Revenues(1)

     

Puerto Rico

   $ 294,479       $ 281,392   

Caribbean

     16,280         13,051   

Latin America

     30,925         26,679   
  

 

 

    

 

 

 

Total revenues

   $ 341,684       $ 321,122   
  

 

 

    

 

 

 

 

(1) Revenues are based on subsidiaries’ country of domicile.

Major customers

For the years ended December 31, 2012 and 2011, the Company had one major customer which accounted for approximately $151.4 million or 44% and $147.1 million or 46%, respectively, of total revenues. See Note 19.

Our next largest customer, the Government of Puerto Rico, consolidating all individual agencies and public corporations, represented 9% and 11% of our total revenues for the years ended December 31, 2012 and 2011, respectively.